TCR_Public/170214.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, February 14, 2017, Vol. 21, No. 44

                            Headlines

900 RETAIL: Case Dismissed, Bid for Cash Collateral Use Moot
A GREENER GLOBE: Ch.11 Trustee Taps Business Debt as Loan Broker
ACOSTA INC: Bank Debt Trades at 4% Off
ADVANCED MICRO: Vanguard Group Owns 7.7% Stake as of Dec. 31
ALASKA COMMUNICATIONS: Vanguard Group Owns 4.9% Stake as of Dec 31

ALIKE INC: Plan Outline Gets Final Court Approval
ALLIANCE ONE: Dimensional Fund Holds 7.2% Stake as of Dec. 31
ALLIANCE ONE: Donald Smith Reports 10% Equity Stake as of Dec. 31
ALLY FINANCIAL: BlackRock Holds 4.8% Equity Stake as of Jan. 31
ALLY FINANCIAL: Vanguard Group Reports 7.4% Stake as of Dec. 31

APRICUS BIOSCIENCE: Has Until May 30 to Regain NASDAQ Compliance
ARCHROCK PARTNERS: S&P Affirms 'B' CCR; Outlook Stable
ASANDA INC: Hires DelBello Donnellan as Attorneys
ASHO ASSOCIATES: Case Summary & 4 Unsecured Creditors
ATHABASCA OIL: S&P Raises CCR to B- on Stronger Capital Structure

AUDIENCE RESEARCH: March 8 Plan, Disclosure Statement Hearing
AVANTAIR INC: KCG Americas Reports 8.5% Stake as of Dec. 30
AYTU BIOSCIENCE: Incurs $4.81 Million Net Loss in Second Quarter
BASS PRO: Bank Debt Trades at 3% Off
BELK INC: Bank Debt Trades at 15% Off

BIG APPLE CIRCUS: Chooses Compass Partners' $1.3M Offer for Assets
BILL BARRETT: Stelliam Investment Holds 7.1% Stake as of Dec. 31
BIOPLANET CORP: Taps Perez Law Firm as Legal Counsel
BIOSCRIP INC: Dimensional Fund Holds 1.4% Stake as of Dec. 31
BIOSTAR PHARMACEUTICALS: Appoints Xiaojuan Zhai as New CFO

BOART LONGYEAR: S&P Lowers Rating to 'CCC-' on Poor Performance
BONANZA CREEK: Disclosure Statement Hearing Set for March 10
BONANZA CREEK: Fir Tree Reports 17.29% Equity Stake as of Dec. 31
BOYSON INC: Allowed to Use Revere High Cash Collateral
BREWER CONSTRUCTION: Needs Until April 11 to File Chapter 11 Plan

BROADVIEW NETWORKS: Rotation Capital Discloses 6.8% Equity Stake
BUILDERS HOLDING: Names Jose Luis Cumbas Torres as Special Counsel
BURCON NUTRASCIENCE: E-Concept Ltd. Has 5.1% Stake as of Dec. 31
C & S COMPANY: FDIC Seeks to Prohibit Use of Cash Collateral
CALIFORNIA RESOURCES: State Street Holds 6.7% Stake as of Dec. 31

CARTEL MANAGEMENT: Hires Levene Neale as Bankruptcy Counsel
CENGAGE LEARNING: S&P Revises Outlook to Neg. & Affirms 'B' CCR
CHARMING CHARLIE: S&P Cuts CCR to CCC+ on Weak Retail Environment
CHESAPEAKE ENERGY: Franklin Ceases as 5% Shareholder
CKP INVESTMENT: Hires Joyce Lindauer as Bankruptcy Counsel

CKP INVESTMENT: Seeks Authorization to Use Cash Collateral
CLARKE PROJECT: Hires Quinlan Law as Litigation Counsel
CLARKE PROJECT: Hires Zylstra as General Reorganization Counsel
CLEARWATER PAPER: S&P Lowers CCR to BB on Add'l. Capital Spending
CLIFFS NATURAL: Moody's Hikes Corporate Family Rating to B2

CLIFFS NATURAL: S&P Raises CCR to 'B' After $591MM Equity Issuance
COMSTOCK MINING: Van Den Berg Holds 17% Equity Stake as of Dec. 31
COMSTOCK RESOURCES: Carl Westcott Reports 7.13% Stake as of Feb. 6
COMSTOCK RESOURCES: Dimensional Fund Ceases as Shareholder
COMSTOCK RESOURCES: T. Rowe Price Holds 11.9% Stake as of Dec. 31

CONNTECH PRODUCTS: TD Bank to be Paid from Asset Sale Proceeds
COSI INC: Hikes Interim CEO's Salary to $25,000 Per Month
COSI INC: Signs Contractor Agreement with Acting CFO
CRISTALEX INC: Wants Plan Filing Period Extended to May 3
D.J. SIMMONS: Hires Chandler & Company as Accountants

D.L.A. OWNERSHIP: Hires Feinsilver as Counsel
DAVID'S BRIDAL: Bank Debt Trades at 15% Off
DEPENDABLE AUTO: Can Get ADESA DIP Loan on Final Basis
DEXTERA SURGICAL: Reports Fiscal 2017 Q2 Financial Results
DIRECT MEDIA: Can Continue Using Cash Collateral Until Feb. 10

DIRECTBUY HOLDINGS: Needs Until May 30 to File Chapter 11 Plan
EAGLE HARBOR: Northwater to Sell Patents on February 20
EAST BAY: Wants Court Approval for Wells Fargo Cash Collateral Use
EAST COAST FOODS: Trustee Taps Landegger Baron as Labor Counsel
EAST COAST FOODS: Trustee Taps Swicker & Associates as Tax Advisor

EASTERN OUTFITTERS: Feb. 15 Meeting Set to Form Creditors' Panel
ECOARK HOLDINGS: Nepsis Capital Owns 15% Equity Stake as of Feb. 6
EM LODGINGS: Seeks Interim Approval to Use Cash Collateral
EMERALD ACQUISITION: Moody's Affirms Ba2 Corporate Family Rating
ENZYME FORMULATIONS: Hires Foley & Lardner as Attorney

EPICENTER PARTNERS: Secured Creditor Files Plan of Reorganization
ERIK SAMUEL DE JONG: Court Denies Bid for Atty's Fees Against JLE
ESSAR STEEL: Has $250MM Cash Contribution from Plan Sponsor
ESSAR STEEL: Minnesota Tries To Block Plan to Assume Leases
ESSEX CONSTRUCTION: Intends to File Chapter 11 Plan By July 6

ETERNAL ENTERPRISE: Can Use Hartford Holdings Cash Until Feb. 28
ETERNAL ENTERPRISE: Wants to Use $15,203 Insurance Proceeds
ETERNAL ENTERPRISES: Seeks to Hire Greene Law as Special Counsel
EVERGREEN ACQCO 1: S&P Lowers CCR to 'CCC+' on Liquidity Concerns
FAIRCHILD SEMICONDUCTOR: Egan-Jones Withdraws BB Sr. Unsec Ratings

FIA 164 HOLDINGS: Seeks June 12 Extension of Plan Exclusivity
FIDELITY & GUARANTY: Fitch Keeps 'BB' IDR on Positive Watch
FLOUR CITY BAGELS: Hearing on Disclosure Statements Suspended
FOGGIA REAL: Court Renders Continued Use of Cash Collateral Moot
FPF RESTAURANT: Hires Goetz Fitzpatrick as Counsel

FUNCTION(X) INC: Borrows Add'l $300,000 from Sillerman Investment
GLOBAL AMENITIES: Plan Disclosures Hearing Set for March 16
GLYECO INC: Has Rights Offering of 50 Million Common Shares
GRACE UNLIMITED: Hires Henderson Law as Attorney
GULFMARK OFFSHORE: Dimensional Fund Holds 5% of Class A Shares

HALCON RESOURCES: S&P Retains 'B+' Rating on Secured 2nd Lien Debt
HANSELL/MITZELL: Taps Williams & Nulle as Accountant
HARBORVIEW TOWERS: Hires Wolff & Orenstein as Testifying Experts
HILLSIDE OFFICE: Seeks April 11 Plan Filing Deadline Extension
HOPE ACADEMY: Fitch Affirms 'B' Rating on $8.5MM Revenue Bonds

IGP HOLDING: In Voluntary Liquidation
IHEARTCOMMUNICATIONS INC: Private Exchange Offer Expires
ILPEA PARENT: S&P Gives Prelim. 'B' CCR on Refinancing Plans
IMMUCOR INC: Bank Debt Trades at 3% Off
INNOVATIVE CONSTRUCTION: Hearing on Disclosures Set For March 14

INTERNATIONAL BRIDGE: Has Until Feb. 28 to Use Cash Collateral
INTOWN COMPANIES: Wants to Use Cash Collateral for Roof Repairs
ISAACSON IMPLEMENT: Case Summary & 19 Largest Unsecured Creditors
JEFFREY L. MILLER: Hires Owen & Dunivan as General Counsel
KENTISH TRANSPORTATION: Taps Maples Law as Attorneys

KHWY INC: Hires Aronson Professional Services as Accountant
KHWY INC: Hires Johnson & Gubler as Counsel
KHWY INC: Hires Repp Law as Special Counsel
KHWY INC: Hires Spectrum Media as Sales Broker
KOKUA TECHNOLOGIES: Hires Gold Gerstein as Accountant

KOPH INC: Can Continue Using FCFB Cash Collateral Until April 11
KRONOS ACQUISITION: S&P Affirms 'B-' CCR; Outlook Stable
LADERA PARENT: Hires Robinson Brog as Counsel
LENSAR INC: Taps Armory Securities as Financial Advisor
LEXEL IMAGING: Case Summary & 20 Largest Unsecured Creditors

LIFSCHULTZ ESTATE: Creditor Objects to Disclosure Statement
LIMITLESS MOBILE: Hires MVP Capital as Investment Banker
LODGE HOLDINGS: Ch. 11 Trustee Can Use Cash Until March 3
LOLAS CAFE: Hires Reyes as Accountant
LOLAS CAFE: Hires Santos Berrios as Attorney

LUCKY # 5409: Hemani Buying Bridgeview IHOP for $1.2 Million
MAMAMANCINI'S HOLDINGS: CEO Reports 20.74% Stake as of Jan. 31
MARINA BIOTECH: Inks License Agreement with LipoMedics
MARSHALL MEDICAL: Fitch Affirms BB+ Rating on 2004B Bonds
MAXUS ENERGY: Occidental Chemical Objects to Disclosure Statement

MCLAIN COMPANY: Seeks Permission to Use Cash Collateral
MERRIMACK PHARMACEUTICALS: Terminates Consulting Pact With EX-CEO
MICHAEL DOMBROWSKI: Reed Buying Sevierville Property for $260K
MONAKER GROUP: Names Cloud5 CEO to Board
MONAKER GROUP: Sold 138,000 Units to Charcoal Investments

MOUNTAIN DIVIDE: Intends to File Chapter 11 Plan By April 12
MRN HOMES: Can Use Cash Collateral on Final Basis
NCR CORP: S&P Revises Outlook to Stable & Affirms 'BB+' CCR
NEIMAN MARCUS: Bank Debt Trades at 17% Off
NEIMAN MARCUS: S&P Cuts Rating to CCC+ Over Capital Structure

NEW ENGLAND MECHANICAL: Hires Gannon as Counsel
NEW PHOENIX METALS: April 5 Plan Confirmation Hearing
NEXT GROUP: Inks $80K Settlement with JP Carey to Satisfy Judgment
OLIGARCH CAPITAL: Seeks Approval to Use NPI Fund Cash Collateral
OPTIMA SPECIALTY: S&P Withdraws 'D' CCR on Lack of Market Interest

PACIFIC IMPERIAL: Proceeds of Assets' Sale to Fund Ch. 11 Plan
PASS BUSINESS: Can Use Cash Collateral Until Plan Confirmation
PETROQUEST ENERGY: Reports 2016 Proved Oil & Gas Reserves Estimates
PETTY FUNERAL: Unsecured Creditors to Recover 11% Under Plan
PICO HOLDINGS: PICO Nominates Speron and Locker as UCP Directors

PINNACLE COMPANIES: Hires Perryman Chaney as Accountant
PITNEY BOWES: Moody's Affirms (P)Ba2 Preferred Shelf Rating
QEP RESOURCES: S&P Revises Outlook to Stable & Affirms 'BB+' CCR
QGOG ATLANTIC: Fitch Lowers Rating on 2011-1 Secured Notes to B
RAIN TREE: Wants to Use Yellowstone, DCR Mortgage Cash Collateral

RANCHO PALOMITA: March 14 Disclosure Statement Hearing
REDIGI INC: Asks Court to Extend Plan Filing Deadline to May 30
RENNOVA HEALTH: Closes Offering of $1.6M Debentures Plus Warrants
RESOLUTE ENERGY: Wellington Mgt. Reports 8.5% Stake as of Dec. 31
REX ENERGY: Franklin Resources Holds 2.9% Stake as of Dec. 31

RIDGEVILLE PLAZA: Can Use SF IV Bridge IV Cash Until Feb. 28
ROYAL HOLDINGS: Moody's Affirms B2 Corporate Family Rating
ROYAL HOLDINGS: S&P Rates New 1st Lien Loan Due 2022 'B-'
RUBLE HOLDINGS: Disclosures OK'd; Plan Hearing on March 30
RUSSELL INVESTMENTS: Fitch Affirms BB IDR & Alters Outlook to Neg.

RYCKMAN CREEK: Plan Filing Period Extended Until April 28
S&S SCREW: Creditors' Panel Hires Bass Berry as Counsel
SAAD INC: Wants to Use Cash Collateral Until March 31
SABRE GLBL: S&P Assigns 'BB-' Rating on Proposed $1.9BB Term Loan B
SALON MEDIA: Spear Point Reports 69% Equity Stake as of Jan. 27

SANTA CRUZ PLUMBING: Case Summary & 20 Largest Unsecured Creditors
SEASPAN CORP: Egan-Jones Lowers Sr. Unsec. Ratings to BB-
SEMTECH CORP: Egan-Jones Hikes Sr. Unsec. Ratings to BB-
SHONEY LLC: Acquisition LLC OK'd to Foreclosure on Property
SIDEWINDER DRILLING: S&P Withdraws 'SD' CCR on Lack of Information

SNACK SHACK: Seeks Authorization to Use Cash Collateral
SOUNDVIEW ELITE: Plan Recovery for Unsecured Creditors Unknown
SPRINT COMMUNICATIONS: Moody's Hikes Rating on $200MM Notes to Ba2
SPRINT CORP: S&P Hikes Rating on $200MM Debentures Due 2022 to BB-
STRIDE ACADEMY: S&P Affirms 'B-' Rating on 2016A&B Revenue Bonds

SULLIVAN VINEYARDS: Court Allows Cash Use on Interim Basis
T-REX OIL: Plans to Make Formation Moves With Other Existing Wells
TANGO TRANSPORT: Plan Trustee Hires Heller Draper as Counsel
TANGO TRANSPORT: Plan Trustee Taps Litzler Segner as Accountant
TERESA GIUDICE: James Kridel Wants Ruling on Bankruptcy Pact Junked

TRIBE BUYER: Higher Interest Expense No Impact on Moody's B2 CFR
ULTRA PETROLEUM: OpCo Funded Debt Claims to Recoup 100%
ULTRAPETROL (BAHAMAS): Seeks to Use $6.58 -Mil. Cash Collateral
ULTRAPETROL (BAHAMAS): Unsecured Claims vs. Cornamusa to Get 1.2%
UNIQUE MOTORSPORTS: Seeks Court Approval for Cash Collateral Use

UNIVERSAL SOFTWARE: Creditors' Panel Hires Posternak as Counsel
US FOODS: S&P Raises CCR to 'BB-' on Deleveraging Forecast
VALLEY FORGE: Mountjoy Chilton Wants Ex-CEO in Negligence Suit
VALUEPART INC: Seeks Continued Use of Cash Collateral
VANGUARD HEALTHCARE: Fights to Keep Fraud Claims in Bankr. Court

VANGUARD NATURAL: In Talks to Sell Non-Core Assets for $84-Mil.
VAPOR CORP: May Offer 100 Billion Common Shares Under Equity Plan
VEGA ALTA: Plan Confirmation Hearing on March 22
VERTEX ENERGY: Inks $30-Mil. Credit Facility with Encina Business
VESTCOM INTERNATIONAL: S&P Affirms Then Withdraws 'B' CCR

VIOLIN MEMORY: Selling or Alternatively Abandoning Office Equipment
VIOLIN MEMORY: Wants $8-Million DIP Loan From VM Bidco
W&T OFFSHORE: Franklin Resources Holds 30% Stake as of Dec. 31
WEATHERFORD INTERNATIONAL: Invesco Reports 6.3% Stake as of Dec. 30
WHEATON LLC: Case Summary & 2 Unsecured Creditors

WOLVERINE WORLD: Egan-Jones Cuts Sr. Unsec. Ratings to BB
ZALER POP: Has Until Aug. 2 to File Plan Outline
[*] Moody's: Global Speculative-Grade Default Rate Up in January
[^] Large Companies with Insolvent Balance Sheet

                            *********

900 RETAIL: Case Dismissed, Bid for Cash Collateral Use Moot
------------------------------------------------------------
Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern
District of Florida dismissed 900 Retail, LLC's bankruptcy case,
rendering the Debtor's Cash Collateral Motion moot.

Brickell Bank was granted stay relief to complete its foreclosure
action in Miami-Dade County Circuit Court, Case No. 2016-CA-015217.
Brickell Bank was prohibited from scheduling a foreclosure sale
earlier than 45 days from the date of the Court's Dismissal Order.

The Debtor and Brickell Bank both agreed to the dismissal of the
Debtor's bankruptcy case.

A full-text copy of the Order, dated Feb. 6, 2017, is available at

http://bankrupt.com/misc/900Retail2017_1710942ram_13.pdf

                    About 900 Retail, LLC

900 Retail 101, LLC, a single asset real estate business based in
Miami, Florida, filed a chapter 11 petition (Bankr. S.D. Fla. Case
No. 17-10942) on Jan. 26, 2017.  The petition was signed by Jose F.
Fena, manager.  The case is assigned to Judge Robert A. Mark.  The
Debtor is represented by Alberto M. Cardet, Esq., at Alberto M.
Cardet, P.A.  The Debtor estimated assets and liabilities at $1
million to $10 million at the time of the filing.



A GREENER GLOBE: Ch.11 Trustee Taps Business Debt as Loan Broker
----------------------------------------------------------------
The Chapter 11 trustee of A Greener Globe seeks approval from the
U.S. Bankruptcy Court for the Eastern District of California to
hire a loan broker.

Russell Burbank, the court-appointed trustee, proposes to hire
Business Debt Solutions, Inc. to assist him in identifying and
consummating a transaction with lenders interested in providing
financing or refinancing existing debt.

Business Debt will receive an initial $25,000 service fee to
solicit financing offers, evaluate the offers, and assist in
entering into a loan agreement with lenders.  

The firm will also receive a fee of 3% of the total maximum amount
of the facility due and payable at the time of entering into the
loan agreement.

Business Debt does not hold or represent any interest adverse to
the interests of the Debtor's bankruptcy estate or its creditors,
according to court filings.

The firm can be reached through:

     Charles Doyle
     Business Debt Solutions, Inc.
     230 California Street, Suite 302
     San Francisco, CA 94111

                      About A Greener Globe

A Greener Globe is a California corporation qualified to do
business as a non-profit public benefit corporation.  Incorporated
on December 7, 1993, the Debtor was formed to operate recycling
centers, provide educational materials and information on
conservation and recycling, and provide employment for physically
and mentally challenged individuals.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Cal. Case No. 16-21900) on March 28, 2016,
disclosing under $1 million in both assets and liabilities.  The
Debtor is represented by W. Steven Shumway, Esq.

On June 14, 2015, the court approved the Office of the U.S.
Trustee's appointment of Russell K. Burbank as the Chapter 11
trustee. The trustee taps Felderstein Fitzgerald Willoughby &
Pascuzzi LLP, as legal counsel, Burr, Pilger Mayer, Inc. as his
accountant.

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


ACOSTA INC: Bank Debt Trades at 4% Off
--------------------------------------
Participations in a syndicated loan under Acosta Inc. is a borrower
traded in the secondary market at 96.38 cents-on-the-dollar during
the week ended Friday, February 3, 2017, according to data compiled
by LSTA/Thomson Reuters MTM Pricing.  This represents a decrease of
1.03 percentage points from the previous week.  Acosta Inc. pays
325 basis points above LIBOR to borrow under the $2.06 billion
facility. The bank loan matures on Sept. 26, 2021 and carries
Moody's B1 rating and Standard & Poor's B rating.  The loan is one
of the biggest gainers and losers among 247 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Feb. 3.


ADVANCED MICRO: Vanguard Group Owns 7.7% Stake as of Dec. 31
------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, The Vanguard Group disclosed that as of Dec. 31, 2016,
it beneficially owns 71,633,026 shares of common stock of Advanced
Micro Devices Inc. which represents 7.72% of the shares
outstanding.

Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The
Vanguard Group, Inc., is the beneficial owner of 1,146,764 shares
or .12% of the Common Stock outstanding of the Company as a result
of its serving as investment manager of collective trust accounts.

Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of
The Vanguard Group, Inc., is the beneficial owner of 132,968 shares
or .01% of the Common Stock outstanding of the Company as a result
of its serving as investment manager of Australian investment
offerings.

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

                     https://is.gd/dUBc79

                 About Advanced Micro Devices

Sunnyvale, California-based Advanced Micro Devices, Inc.,
(NASDAQ:AMD) is a global semiconductor company.  AMD --
http://www.amd.com/-- offers x86 microprocessors, as a standalone
central processing unit (CPU) or as incorporated into an
accelerated processing unit (APU), chipsets, and discrete graphics
processing units (GPUs) for the consumer, commercial and
professional graphics markets, and server and embedded CPUs, GPUs
and APUs, and semi-custom System-on-Chip (SoC) products and
technology for game consoles.

AMD incurred a net loss of $660 million on $3.99 billion of net
revenue for the year ended Dec. 26, 2015, compared to a net loss of
$403 million on $5.50 billion of net revenue for the year ended
Dec. 27, 2014.

                          *     *     *

In September 2016, S&P Global Ratings affirmed its 'CCC+' corporate
credit rating on Sunnyvale, Calif.-based AMD.  The outlook is
stable.  In addition, S&P assigned its 'CCC' issue-level rating to
the company's senior unsecured convertible notes due in 2026.  S&P
said the ratings reflect AMD's vulnerable business risk profile:
weak PC industry conditions, intense competition from Intel, and
challenges to grow in targeted enterprise, and embedded and
semi-custom product markets to offset PC business declines.

In September 2016, Moody's Investors Service affirmed AMD's 'Caa1'
corporate family rating and the 'Caa2' rating on the senior
unsecured notes, and revised the rating outlook to positive from
negative.  The speculative grade liquidity rating is upgraded to
SGL-2 from SGL-3.  The positive outlook reflects AMD's prospects
for improved operating performance and cash generation as well as
the improved product portfolio enabling the company to compete in
the current discrete GPUs (graphics processing unit), APUs
(application process units), x86 and ARM CPUs (central processing
unit) market.  Moody's said, "Although we expect ongoing revenue
declines and operating losses in its PC-related business
(microprocessors and graphics chips), the growing EESC (enterprise,
embedded, and semi-custom) business supported by the reported
design wins, we project break even to modest profitability
beginning in the second half of 2016."

In March 2016, Fitch Ratings downgraded and withdrew the ratings
for AMD including the Long-term Issuer Default Rating (IDR) to
'CCC' from 'B-'.  Fitch has withdrawn AMD's ratings for commercial
reasons.  The downgrade reflects prospects for negative free cash
flow (FCF) over the intermediate term and the consequent liquidity
issues and refinancing risk that could develop as the 2019 and 2020
debt maturities approach.


ALASKA COMMUNICATIONS: Vanguard Group Owns 4.9% Stake as of Dec 31
------------------------------------------------------------------
The Vanguard Group disclosed in an amended Schedule 13G filed with
the Securities and Exchange Commission that as of Dec. 31, 2016, it
beneficially owns 2,530,146 shares of common stock of Alaska
Communications Systems Group Inc. representing 4.92 percent of the
shares outstanding.

Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The
Vanguard Group, Inc., is the beneficial owner of 21,210 shares or
.04% of the Common Stock outstanding of the Company as a result of
its serving as investment manager of collective trust accounts.

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

                      https://is.gd/pSXAH6

                  About Alaska Communications

Alaska Communications Systems Holdings, Inc., a Delaware
corporation, and its Subsidiaries, is engaged principally in
providing local telephone, wireless, Internet, interexchange
network and other services to its retail consumer and business
customers and wholesale customers in the State of Alaska through
its telecommunications subsidiaries.  The Company was formed in
October of 1998 for the purpose of acquiring and operating
telecommunications properties.  The Company is a wholly owned
subsidiary of Alaska Communications Systems Group, Inc.

As of Sept. 30, 2005, Alaska Communications had $580.66 million in
total assets, $597.62 million in total liabilities and a total
stockholders' deficit of $16.96 million.

                           *    *     *

As reported by the TCR on Dec. 10, 2014, Moody's Investors Service
has affirmed Alaska Communications Systems Holdings' ("ACSH" or
"the company") B2 Corporate Family Rating ("CFR") following the
announcement that the company will sell its wireless subscriber
base and its remaining one-third interest in the Alaska Wireless
Network ("AWN") to GCI, Inc. ("GCI") for $300 million.  ACSH's B2
CFR continues to reflect the secular challenges confronting its
legacy wireline business, the company's competitive position versus
incumbent cable operator GCI and the loss of its wireless
operations.

The Company carries a 'B+' corporate credit rating from
Standard & Poor's Ratings Services.


ALIKE INC: Plan Outline Gets Final Court Approval
-------------------------------------------------
The Hon. Harlin D. Hale of the U.S. Bankruptcy Court for the
Northern District of Texas has granted final approval of Alike,
Inc.'s amended disclosure statement and accompanying plan of
reorganization.

As reported by the Troubled Company Reporter on Jan. 9, 2017, Judge
Hale conditionally approved the Debtor's amended disclosure
statement and accompanying plan of reorganization dated Dec. 27,
2016.  The Debtor filed an amended disclosure statement dated Dec.
28, 2016, which stated that all allowed unsecured creditors will
share pro rata in the unsecured creditors pool.

The Debtor will make monthly payments commencing on the Effective
Date of $500 into the unsecured creditors' pool.  The Debtor will
make distributions to the Class 7 creditors every 90 days
commencing 90 days after the Effective Date.  The Debtor will make
a total of 60 payments or until the unsecured creditors have been
paid in full.  Based upon the Proofs of Claim and the Debtor's
Schedules the unsecured creditors should receive approximately 100%
of their allowed claims.

                         About Alike Inc.

Alike, Inc., sought protection under Chapter 11 of the Bankruptcy
Code in the Northern District of Texas (Dallas) (Case No.
16-32174) on June 2, 2016.  

The petition was signed by Gregory Achilike, president.  The
case is assigned to Judge Harlin DeWayne Hale.

The Debtor disclosed total assets of $2.51 million and total debts
of $1.75 million.


ALLIANCE ONE: Dimensional Fund Holds 7.2% Stake as of Dec. 31
-------------------------------------------------------------
Dimensional Fund Advisors LP disclosed in a regulatory filing with
the Securities and Exchange Commission that as of Dec. 31, 2016, it
beneficially owns 643,378 shares of common stock of Alliance One
International representing 7.2 percent of the shares outstanding.
A full-text copy of the regulatory filing is available for free at
https://is.gd/LiHjfx

                      About Alliance One

Alliance One International is principally engaged in purchasing,
processing, storing, and selling leaf tobacco.  The Company
purchases tobacco primarily in the United States, Africa, Europe,
South America and Asia for sale to customers primarily in the
United States, Europe and Asia.

Alliance One reported a net loss of $31.5 million on $261 million
of sales and other operating revenues for the three months ended
June 30, 2016, compared to a net loss of $25.95 million on $266.28
million of sales and other operating revenues for the three months
ended June 30, 2015.

As of Sept. 30, 2016, Alliance One had $1.99 billion in total
assets, $1.77 billion in total liabilities and $226.4 million in
total equity.

                       *     *     *

As reported by the TCR on June 7, 2016, Moody's Investors Service
affirmed Alliance One International, Inc.'s 'Caa2' Corporate
Family Rating and revised the rating outlook to positive from
negative.  Alliance One's 'Caa2' Corporate Family Rating reflects
Moody's expectation that credit metrics and liquidity will remain
weak over the next 12 to 18 months.

The TCR reported on Aug. 2, 2016, S&P Global Ratings lowered its
corporate credit rating on Morrisville, N.C.-based Alliance One
International Inc. (AOI) to 'CCC' from 'CCC+'.  The rating outlook
is negative.


ALLIANCE ONE: Donald Smith Reports 10% Equity Stake as of Dec. 31
-----------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Donald Smith & Co., Inc., Donald Smith Long/Short
Equities Fund, L.P., Jon Hartsel and John Piermont disclosed that
as of Feb. 7, 2017, they beneficially own 897,363 shares of common
stock of Alliance One International, Inc. representing 10.04
percent of the shares outstanding.  A full-text copy of the
regulatory filing is available for free at https://is.gd/Yaum5v

                       About Alliance One

Alliance One International is principally engaged in purchasing,
processing, storing, and selling leaf tobacco.  The Company
purchases tobacco primarily in the United States, Africa, Europe,
South America and Asia for sale to customers primarily in the
United States, Europe and Asia.

Alliance One reported a net loss of $31.5 million on $261 million
of sales and other operating revenues for the three months ended
June 30, 2016, compared to a net loss of $25.95 million on $266.28
million of sales and other operating revenues for the three months
ended June 30, 2015.

As of Sept. 30, 2016, Alliance One had $1.99 billion in total
assets, $1.77 billion in total liabilities and $226.4 million in
total equity.

                       *     *     *

As reported by the TCR on June 7, 2016, Moody's Investors Service
affirmed Alliance One International, Inc.'s 'Caa2' Corporate
Family Rating and revised the rating outlook to positive from
negative.  Alliance One's 'Caa2' Corporate Family Rating reflects
Moody's expectation that credit metrics and liquidity will remain
weak over the next 12 to 18 months.

The TCR reported on Aug. 2, 2016, S&P Global Ratings lowered its
corporate credit rating on Morrisville, N.C.-based Alliance One
International Inc. (AOI) to 'CCC' from 'CCC+'.  The rating outlook
is negative.


ALLY FINANCIAL: BlackRock Holds 4.8% Equity Stake as of Jan. 31
---------------------------------------------------------------
BlackRock, Inc. disclosed in an amended Schedule 13G filed with the
Securities and Exchange Commission that as of Jan. 31, 2016, it
beneficially owns 22,511,510 shares of common stock of
Ally Financial Inc. representing 4.8 percent of the shares
outstanding.  A full-text copy of the regulatory filing is
available for free at https://is.gd/DXOwRj

                      About Ally Financial

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

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

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

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

                           *     *     *

As reported by the TCR on Oct. 14, 2016, S&P Global Ratings said it
revised its outlook on Ally Financial to stable from positive and
affirmed the 'BB+' long-term issuer credit rating.

"The revised outlook reflects weakening credit conditions in the
vehicle finance industry, in our view, which represents the
majority of Ally's business," said S&P Global Ratings credit
analyst Matthew Carroll.

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

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


ALLY FINANCIAL: Vanguard Group Reports 7.4% Stake as of Dec. 31
---------------------------------------------------------------
The Vanguard Group disclosed in an amended Schedule 13G filed with
the Securities and Exchange Commission that as of Dec. 31, 2016, it
beneficially owns 34,981,651 shares of common stock of Ally
Financial Inc. representing 7.41 percent of the shares
outstanding.

Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The
Vanguard Group, Inc., is the beneficial owner of 252,061 shares or
.05% of the Common Stock outstanding of the Company as a result of
its serving as investment manager of collective trust accounts.

Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of
The Vanguard Group, Inc., is the beneficial owner of 318,810 shares
or .06% of the Common Stock outstanding of the Company as a result
of its serving as investment manager of Australian investment
offerings.

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

                  https://is.gd/nIUZfM

                  About Ally Financial

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

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

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

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

                           *     *     *

As reported by the TCR on Oct. 14, 2016, S&P Global Ratings said it
revised its outlook on Ally Financial to stable from positive and
affirmed the 'BB+' long-term issuer credit rating.

"The revised outlook reflects weakening credit conditions in the
vehicle finance industry, in our view, which represents the
majority of Ally's business," said S&P Global Ratings credit
analyst Matthew Carroll.

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

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


APRICUS BIOSCIENCE: Has Until May 30 to Regain NASDAQ Compliance
----------------------------------------------------------------
Apricus Biosciences, Inc. was notified by The NASDAQ Stock Market
LLC on Feb. 8, 2017, that the Nasdaq Hearings Panel had determined
to grant the Company's request for continued listing on Nasdaq
pursuant to an extension through May 30, 2017, to evidence
compliance with all applicable criteria for continued listing on
The Nasdaq Capital Market and, specifically, the minimum $2.5
million stockholders' equity requirement.  The Company is
diligently working to timely satisfy the terms of the Panel's
decision, according to a Form 8-K report filed with the Securities
and Exchange Commission.

                   About Apricus Biosciences

Based in San Diego, California, Apricus Biosciences Inc
(NASDAQ:APRI) develops products in the areas of urology and
rheumatology.  The Company's drug delivery technology is a
permeation enhancer called NexACT.  The Company has over two
product candidates in Phase II development, fispemifene for the
treatment of symptomatic male secondary hypogonadism and RayVa for
the treatment of Raynaud's phenomenon, secondary to scleroderma.
The Company has a commercial product, Vitaros for the treatment of
erectile dysfunction (ED), which is in development in the United
States, approved in Canada and marketed throughout Europe.

Apricus reported a net loss of $19.02 million in 2015, a net loss
of $21.8 million in 2014 and a net loss of $16.9 million in 2013.

As of Sept. 30, 2016, Apricus had $8.41 million in total assets,
$15.94 million in total liabilities and a total stockholders'
deficit of $7.53 million.

BDO USA, LLP, in La Jolla, California, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has negative working
capital and has suffered recurring losses and negative cash flows
from operations that raise substantial doubt about its ability to
continue as a going concern.


ARCHROCK PARTNERS: S&P Affirms 'B' CCR; Outlook Stable
------------------------------------------------------
S&P Global Ratings revised its rating outlook to stable from
negative on Houston-based Archrock Partners L.P. and affirmed its
'B' corporate credit rating on the company.

S&P also affirmed its 'B-' issue-level rating on the company's
senior unsecured notes and S&P's 'BB-' issue-level rating on the
company's senior secured revolving credit facility.  The recovery
rating on the senior unsecured notes remains '5', indicating S&P's
expectation of modest (10% to 30%, upper half of the range)
recovery in the event of a payment default.  The recovery rating on
the company's senior secured revolving credit facility remains '1',
indicating S&P's expectation of very high (90% to 100%) recovery in
the event of a payment default.

"The rating action reflects our expectation of credit measures to
be better than previously anticipated," said S&P Global Ratings
analyst Stephen Scovotti, attributing the improvement to better
market conditions, a slight reduction of debt in 2016, and an
equity-financed asset drop-down.  "We now expect the company to
maintain adjusted debt to EBITDA of slightly below 5x in 2017."

S&P Global Ratings' assessment of the company's weak business risk
profile reflects the company's participation in the highly
competitive, capital-intensive natural gas compression services
industry.  The company is exposed to the inherent cyclicality of
commodity prices and spending levels of the oil and gas exploration
and production industry.  The partnership has a narrow business
focus with only one product line (contract compression operations).
The company's contracts average one to three years, and S&P
believes there could be a small amount of pricing pressure as
contracts come up for renewal.  Partially offsetting these risks,
Archrock benefits from a fair degree of near-term revenue
visibility and relatively stable cash flows, because almost 100% of
revenue is fee-based and driven by natural gas consumption and
production (not exploration).

S&P's new assessment of Archrock's aggressive financial risk
profile reflects S&P's estimate of adjusted debt to EBITDA of
slightly below 5x in 2017, which will be flat to slightly better
than 2016 leverage.  Archrock's financial risk profile also
reflects its Master Limited Partnership (MLP) structure, in which
most free cash flow is distributed to unitholders.  However, S&P
notes that the company did cut its distribution by about 50% during
2016, and do not anticipate the company increasing its distribution
in 2017.  In 2017, S&P expects distribution coverage of about
greater than 1.5x.  S&P expects Archrock will continue to grow
organically and through further asset drop-downs from its parent,
Archrock Inc.  S&P's 2017 base case assumes EBITDA margins to be in
the 47% area as the company continues to focus on reducing costs,
which will offset any contract renewals at lower prices.

S&P could consider a negative rating action if Archrock's debt to
EBITDA exceeded 6x for an extended period.  This could occur if
demand for compression services weakens due to lower natural gas
prices, resulting in decreased production and an oversupply of
compression capacity.

S&P could consider a positive rating action if it expected the
company to maintain debt to EBITDA below 4.5x.  This could occur if
the company adopts a more conservative financial policy or natural
gas prices improve, resulting in increased production and demand
for compression services.



ASANDA INC: Hires DelBello Donnellan as Attorneys
-------------------------------------------------
Asanda Inc. and Asanda Park Avenue, Inc. seek authorization from
the Hon. James L. Garrity of the U.S. Bankruptcy Court for the
Southern District of New York to employ DelBello Donnellan
Weingarten Wise & Wiederkehr, LLP as attorneys, nunc pro tunc to
the January 11, 2017 petition date.

The Debtors require DelBello Donnellan to:

   (a) give advice to the Debtors with respect to their powers and

       duties as Debtors-in-Possession and the continued
       management of their property and affairs;

   (b) negotiate with creditors of the Debtors and work out
       plans of reorganization and take the necessary legal steps
       in order to effectuate such a plans 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 Debtors' protection from
       their creditors under Chapter 11 of the Bankruptcy Code;

   (d) appear before the Bankruptcy Court to protect the interest
       of the Debtors and to represent the Debtors in all matters
       pending before the Court;

   (e) attend meetings and negotiate with representatives of
       creditors and other parties in interest;

   (f) advise the Debtors in connection with any potential sale of

       the businesses;

   (g) represent the Debtors in connection with obtaining post-
       petition financing, if necessary;

   (h) take any necessary action to obtain approval of a
       disclosure statements and confirmation of a plans of
       reorganization; and

   (i) perform all other legal services for the Debtors which may
       be necessary for the preservation of the Debtors' estates
       and to promote the best interests of the Debtors, their
       creditors and their estates.

DelBello Donnellan will be paid at these hourly rates:

       Attorneys                  $375-$620
       Paraprofessionals          $150

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

DelBello Donnellan received a pre-petition retainer from the
Debtors in conjunction with the filing of their Chapter 11 cases in
the amount of $27,600.

Jonathan S. Pasternak, partner of DelBello Donnellan, 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.

DelBello Donnellan can be reached at:

       Jonathan S. Pasternak, Esq.
       Erica R. Aisner, Esq.
       DELBELLO DONNELLAN
       WEINGARTEN WISE & WIEDERKEHR, LLP
       One North Lexington Avenue
       White Plains, NY 10601
       Tel: (914) 681-0200

                         About Asanda Inc.

Asanda Inc. and affiliate Asanda Park Avenue, Inc., own and operate
two fully serviced luxury salon and spas in New York City, one on
Park Avenue (and 56th Street) and one in Soho.

Asanda Inc. and Asanda Park Avenue each filed chapter 11 petitions
(Bankr. S.D.N.Y. Case Nos 17-10054 and 17-10055) on Jan. 11, 2017.

The petitions were signed by Gene Frisco, managing director.  The
Debtors are represented by Erica Feynman Aisner, Esq., and Jonathan
S. Pasternak, Esq., at Delbello, Donnellan, Weingarten, Wise &
Wiederkehr, LLP.  The case is assigned to Judge James L. Garrity,
Jr.  The Debtors each estimated assets and liabilities at $1
million to $10 million at the time of the filing.


ASHO ASSOCIATES: Case Summary & 4 Unsecured Creditors
-----------------------------------------------------
Debtor: Asho Associates, Inc.
        2620 Buck Owens Blvd.
        Bakersfield, CA 93308

Case No.: 17-10443

Chapter 11 Petition Date: February 10, 2017

Court: United States Bankruptcy Court
       Eastern District of California (Fresno)

Judge: Hon. Rene Lastreto II

Debtor's Counsel: Todd L. Turoci, Esq.
                  THE TUROCI FIRM
                  3845 10th St
                  Riverside, CA 92501
                  Tel: 888-332-8362
                  E-mail: mail@theturocifirm.com

Total Assets: $8.46 million

Total Liabilities: $8.18 million

The petition was signed by Ratansha Faramoz Parabla, president.

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

        http://bankrupt.com/misc/caeb17-10443.pdf


ATHABASCA OIL: S&P Raises CCR to B- on Stronger Capital Structure
-----------------------------------------------------------------
S&P Global Ratings said it raised its long-term corporate credit
rating on Calgary, Alta.-based Athabasca Oil Corp. to 'B-' from
'CCC+'.  The outlook is stable.

At the same time, S&P Global Ratings raised its issue-level rating
on the company's senior secured second-line debt to 'B+' from 'B'.
The recovery rating is unchanged at '1', indicating very high
(90%-100%) recovery in a default scenario.  S&P Global Ratings also
assigned its 'B+' issue-level rating and '1' recovery rating to the
company's proposed US$450 million senior secured second lien notes.


"The upgrade reflects our view that the recently acquired Leismer
assets and Athabasca's extended debt maturity will result in a
stronger cash flow profile and capital structure," said S&P Global
Ratings credit analyst Wendell Sacramoni.

The rating reflects Athabasca's expanded, but still relatively
small, regionally focused upstream operations with expected pro
forma daily average production of about 36,000-40,000 barrels of
oil equivalent (boe) per day in 2017; and a heavy oil-focused
product mix.  The company's pro forma, S&P Global Ratings-adjusted
proved reserves base of 1,097 million boe, which includes 402
million boe of total proved reserves and 695 million boe of
probable oil sands reserves, are relatively large compared to
similar rated peers.  However, the risks associated with the
continued development of Athabasca's conventional and
steam-assisted gravity drainage (SAGD) bitumen resources, and the
potential for production cost increases if the SAGD reservoir
quality deviates from current expectations, constrain S&P's
business risk profile assessment.

The stable outlook reflects S&P's view that the acquired assets
will enable Athabasca to generate positive FFO during S&P's
2017-2018 cash flow forecasting period.  This, in conjunction with
the significant extension of the company's debt maturity profile
(pro forma the proposed second-lien debt issue), will improve the
company's capital structure.

S&P could lower the rating if Athabasca's cash flow materially
underperforms S&P's base-case scenario forecast, such that the
company again generates negative FFO and its liquidity profile
deteriorates.  If these events occur, S&P might view the company's
capital structure as unsustainable.

In the absence of a material improvement in Athabasca's business
risk profile, a positive rating action would be contingent on the
company being able to improve and sustain its cash flow metrics.
Specifically, if it were able to increase and sustain its
weighted-average FFO-to-debt ratio above 20%, S&P could raise the
rating to 'B'.



AUDIENCE RESEARCH: March 8 Plan, Disclosure Statement Hearing
-------------------------------------------------------------
The Hon. David E. Rice of the U.S. Bankruptcy Court for the
District of Maryland has conditionally approved Audience Research
Analysis, Inc.'s disclosure statement dated Feb. 6, 2017, referring
to the Debtor's plan of reorganization dated Feb. 6, 2017.

A hearing to consider the final approval of the Disclosure
Statement and confirmation of the Plan will be held on March 8,
2017, at 11:00 a.m.

March 3, 2017, is the last day for filing and serving written
objections to the conditionally approved Disclosure Statement or
confirmation of the Plan.  It is also the deadline for filing
written acceptances or rejections of the Plan.

The plan sponsor will file with the Court a tabulation of timely
filed acceptances and rejections of the Plan within two days after
the last date in which the acceptances or rejections must be filed
and served.

According to the Debtor's amended Disclosure Statement, Class III -
Unsecured Claims of Bank of America (unsecured portion of Claim
4-1), Bank of America (Claim 3-1), and Bank of America credit card
(scheduled claim as adjusted by setoffs against the guarantor's
personal account) is comprised of the aggregate balances of all
unsecured claims not entitled to priority.  The aggregate balances
of the claims are $154,151.62 and consist of (a) Bank of America
for the unsecured portion of Claim 4-1, i.e., $14,769.38; (b) the
unsecured claim of Bank of America (Claim 3-1 $117,686.92); and (c)
the remaining credit card balance of $21,695.32 owed to Bank of
America.

Payment to Class 3 will be made by monthly payments under the Plan
following the payoff of the Class II claim.  This class will
receive 3% interest to ensure that the claimants will receive
present value of their claims as of the Effective Date.  Each Bank
of America claim will receive 100% payment.  However, the class
will receive less than their contractual rates of interest and is
impaired.

The Debtor proposes to use net monthly cash flow and cash reserves
which will be set aside to cover expenses during the seasonal
slowdown in contract income to make plan payments.  The Debtor has
been making adequate protection payments of $5,329.53 for the past
three months and reasonably believes that a monthly plan payment of
$5,210.38 for 18 months and thereafter $5,339.88 for 30 months will
not create an undue burden or hardship upon the Debtor, its cash
flow, or its business operations.

The Amended Disclosure Statement is available at:

            http://bankrupt.com/misc/mdb16-16988-60.pdf

The Plan was filed by the Debtor's counsel:

     Edward M. Miller, Esq.
     MILLER & MILLER, LLP
     39 N. Court Street
     Westminster, MD 21157
     Tel: (410) 751-5444
     E-mail: mmllplawyers@verizon.net

                   About Audience Research

Headquartered in New Windsor, Maryland, Audience Research Analysis,
Inc., started operations in the 1980s.  It was formed to provide
the public radio system with easy-to-understand, actionable
audience research, at a time when audience research was just
starting to be used to guide programming and management decisions.
The Debtor uses the raw listening data (gathered on behalf of
stations by the Nielsen company), and creates in-depth analyses of
each station's audience, from who they are, to when they listen,
and who is the competition, so each station can gauge the
effectiveness of its programming.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
Md. Case No. 16-16988) on May 21, 2016, estimating its assets at up
to $50,000 and its liabilities at between $100,001 and $500,000.
Edward M. Miller, Esq., at Miller and Miller, LLP, serves as the
Debtor's bankruptcy counsel.


AVANTAIR INC: KCG Americas Reports 8.5% Stake as of Dec. 30
-----------------------------------------------------------
KCG Americas LLC disclosed in an amended Schedule 13G filed with
the Securities and Exchange Commission that as of Dec. 30, 2016, it
beneficially owns 3,483,253 shares of common stock of Avantair,
Inc., representing 8.52% based on the outstanding shares reported
on the Company's 10-Q filed with the SEC for the period ending
March 31, 2013.  A full-text copy of the regulatory filing is
available for free at https://is.gd/8Z43QA

                     About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.

For the nine months ended March 31, 2013, the Company incurred a
net loss attributable to common stockholders of $11.56 million on
$113.02 million of total operating revenue, as compared with a net
loss attributable to common stockholders of $5.43 million on
$131.51 million of total operating revenue for the same period a
year ago.

As of March 31, 2013, the Company had $78.25 million in total
assets, $125.11 million in total liabilities, $14.86 million in
series A convertible preferred stock, and a $61.72 million total
stockholders' deficit.

"If we cannot generate the required revenues and gross margin to
achieve profitability or obtain additional capital on acceptable
terms, we will need to substantially revise our business plan in
order to continue operations and an investor could suffer the loss
of a significant portion or all of his investment in our Company.
The factors described herein raise substantial doubt about our
ability to continue as a going concern," according to the
Company's quarterly report for the period ended March 31, 2013.

As reported by the TCR on Aug. 2, 2013, certain creditors of
Avantair filed on July 25, 2013, an involuntary petition in the
United States Bankruptcy Court, Middle District of Florida,
pursuant to Chapter 7 of Title 11 of the United States Code.


AYTU BIOSCIENCE: Incurs $4.81 Million Net Loss in Second Quarter
----------------------------------------------------------------
Aytu Bioscience, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $4.81 million on $794,172 of total revenue for the three months
ended Dec. 31, 2016, compared to a net loss of $3.33 million on
$469,214 of total revenue for the three months ended Dec. 31,
2015.

For the six months ended Dec. 31, 2016, the Company reported a net
loss of $10.54 million on $1.49 million of total revenue compared
to a net loss of $5.60 million on $956,599 of total revenue for the
same period a year ago.

As of Dec. 31, 2016, Aytu Bioscience had $21.50 million in total
assets, $11.05 million in total liabilities and $10.44 million in
total stockholders' equity.

"Aytu's second fiscal quarter was exceptional across multiple
fronts as the company continued to execute on its plan of launching
Natesto in the U.S., positioning MiOXSYS for market expansion
outside the U.S., and efficiently operating our growing
commercial-stage business," said Josh Disbrow, chairman and chief
executive officer of Aytu BioScience, Inc.  "Natesto has continued
to reach new highs with respect to both prescriptions filled and
the number of prescribers, and at this very early stage, gross
product sales have already reached an annualized run rate of nearly
$1.6 million based on real prescription demand.  We're adding new
Natesto prescribers every month and are building a diverse base of
high-decile prescribers through the focused, efficient sales
efforts of our 35-strong urology sales force.  With this continued
prescription trajectory, supported by a growing base of
prescribers, we expect to be generating approximately 100
prescriptions per week by midsummer and have full confidence that
the Natesto launch will continue to unfold successfully."

"We've also been rapidly expanding the ex-U.S. presence of MiOXSYS,
almost doubling the number of MiOXSYS instrument placements around
the world from 8 in our first quarter, to 15 in the second quarter.
This is the first quarter that MiOXSYS is a meaningful revenue
generating product for the company, and we expect to continue to
grow its revenue through a continually expanding distributor base
in key markets around the world while we pursue FDA clearance in
the U.S."

"Our focus remains on growing revenue, primarily through execution
of the Natesto launch plan in the U.S. and the initiation of
commercialization of MiOXSYS outside the U.S.  We also expect to
continue to drive sales of both ProstaScint and Primsol, which
complement our core products and round out a cohesive,
urology-centric portfolio.  Our focused strategy of acquiring and
licensing novel products and efficiently commercializing these
through our internal commercial infrastructure continues to unfold
and mature as we build our products and increase our prescriber
base.  With the company's product revenue up significantly, and our
cash burn down substantially, we believe Aytu is well positioned
for continued growth and is on a clear path toward profitability.
If we continue our current trajectory, we expect to be operating at
cash flow breakeven, or better, within approximately 18 months, as
we advance our strategy of building a world-class specialty
pharmaceutical company," concluded Mr. Disbrow.

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

                      https://is.gd/0krKn6

                     About Aytu Bioscience

Aytu BioScience, Inc. (OTCMKTS:AYTU) is a commercial-stage
specialty healthcare company concentrating on developing and
commercializing products with an initial focus on urological
diseases and conditions.  Aytu is currently focused on addressing
significant medical needs in the areas of urological cancers,
hypogonadism, urinary tract infections, male infertility, and
sexual dysfunction.

Aytu Bioscience reported a net loss of $28.18 million for the year
ended June 30, 2016, following a net loss of $7.72 million for the
year ended June 30, 2015.

EKS&H LLLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the year
ended June 30, 2016, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about the Company's ability to continue as a
going concern.


BASS PRO: Bank Debt Trades at 3% Off
------------------------------------
Participations in a syndicated loan under Bass Pro Group LLC is a
borrower traded in the secondary market at 96.77
cents-on-the-dollar during the week ended Friday, February 3, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.84 percentage points from the
previous week.  Bass Pro pays 500 basis points above LIBOR to
borrow under the $2.97 billion facility. The bank loan matures on
Nov. 14, 2023 and carries Moody's B1 rating and Standard & Poor's
B+ rating.  The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Feb. 3.


BELK INC: Bank Debt Trades at 15% Off
-------------------------------------
Participations in a syndicated loan under BELK, Inc. is a borrower
traded in the secondary market at 85.38 cents-on-the-dollar during
the week ended Friday, February 3, 2017, according to data compiled
by LSTA/Thomson Reuters MTM Pricing.  This represents an increase
of 0.38 percentage points from the previous week.  BELK, Inc. pays
450 basis points above LIBOR to borrow under the $1.5 billion
facility. The bank loan matures on Nov. 19, 2022 and carries
Moody's B2 rating and Standard & Poor's B rating.  The loan is one
of the biggest gainers and losers among 247 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Feb. 3.


BIG APPLE CIRCUS: Chooses Compass Partners' $1.3M Offer for Assets
------------------------------------------------------------------
Alex Wolf, writing for Bankruptcy Law360, reports that Big Apple
Circus Ltd. selected Compass Partners LLC as the winning bidder for
the Debtor's circus equipment, intellectual property and other
performance unit assets during an auction held on Tuesday, with a
$1.3 million offer.

                    About The Big Apple Circus

The Big Apple Circus, Ltd., filed a chapter 11 petition (Bankr.
S.D.N.Y. Case No. 16-13297) on Nov. 20, 2016.  The petition was
signed by Will Maitland Weiss, executive director.  The Debtor is
represented by Natasha M. Labovitz, Esq. and Christopher Updike,
Esq., at Debevoise & Plimpton LLP.  The Debtor estimated assets and
liabilities at $1 million to $10 million at the time of the
filing.

An Official Committee of Unsecured Creditors has been appointed in
the case, and is represented by Robert J. Feinstein, Esq., Maria A.
Bove, Esq., and Steven W. Golden, Esq., at Pachulski Stang Ziehl &
Jones LLP.


BILL BARRETT: Stelliam Investment Holds 7.1% Stake as of Dec. 31
----------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Stelliam Investment Management LP, Stelliam GP LLC and
Ross Margolies reported that as of Dec. 31, 2016, they may be
deemed to be the beneficial owner of 5,362,500 shares of common
stock of Bill Barrett Corporation representing 7.1 percent of the
shares outstanding.  A full-text copy of the regulatory filing is
available for free at https://is.gd/sBggaN

                       About Bill Barrett

Denver-based Bill Barrett Corporation is an independent energy
company that develops, acquires and explores for oil and natural
gas resources.  All of the Company's assets and operations are
located in the Rocky Mountain region of the United States.

Bill Barrett reported a net loss of $488 million in 2015 following
net income of $15.08 million in 2014.

As of Sept. 30, 2016, Bill Barrett had $1.33 billion in total
assets, $826.4 million in total liabilities and $509.2 million in
total stockholders' equity.

                            *    *    *

In June 2016, Moody's Investors Service affirmed Bill Barrett
Corporation's 'Caa2' Corporate Family Rating and revised the
Probability of Default Rating to 'Caa2-PD/LD' from 'Caa2-PD.'
"Bill Barrett's debt for equity exchange achieved some reduction in
its overall debt burden, but the company's cash flow and leverage
metrics continue to remain challenged as its hedges roll off in
2017," commented Amol Joshi, Moody's vice president.

In July 2016, S&P Global Ratings raised the corporate credit rating
on Bill Barrett to 'B-' from 'SD'.  The rating outlook is negative.
"The upgrade reflects our reassessment of the company's corporate
credit rating following the debt-for-equity exchange of its 7.625%
senior unsecured notes due 2019, and also reflects our expectation
that there will be no further distressed exchanges over the next 12
months," said S&P Global Ratings credit analyst Kevin Kwok.


BIOPLANET CORP: Taps Perez Law Firm as Legal Counsel
----------------------------------------------------
BioPlanet Corp. seeks approval from the U.S. Bankruptcy Court for
the Southern District of Texas to hire legal counsel in connection
with its Chapter 11 case.

The Debtor proposes to hire The Perez Law Firm to give legal advice
regarding its duties under the Bankruptcy Code, examine claims,
negotiate with creditors, assist in the preparation of a bankruptcy
plan, and provide other legal services.

The hourly rates charged by the firm are:

     Jesse Blanco       $450
     Ralph Perez        $250
     Adelita Cavada     $150
     Crystal Cavada      $90
     Ivan Cavada         $90

The Perez Law Firm does not represent any interest adverse to the
Debtor or its bankruptcy estate, according to court filings.

The firm can be reached through:

     Adelita Cavada, Esq.
     The Perez Law Firm
     4646 Corona, Suite 165
     Corpus Christi, TX 78411
     Tel: 361-814-6500
     Fax: 361-814-8618
     Email: adelita.cavada@cavadalawoffice.com

                      About BioPlanet Corp.

BioPlanet Corp., a corporation with its main office in Katy, Texas,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S. D. Texas Case No. 17-30684) on February 5, 2017.  The petition
was signed by Bernardo Herrero, director.  

The case is assigned to Judge Karen K. Brown.

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


BIOSCRIP INC: Dimensional Fund Holds 1.4% Stake as of Dec. 31
-------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Dimensional Fund Advisors LP disclosed that as of
Dec. 31, 2016, it beneficially owns 1,602,548 shares of common
stock of Bioscrip Inc. representing 1.36 percent of the shares
outstanding.  A full-text copy of the regulatory filing is
available for free at https://is.gd/F0rCPN

                        About Bioscrip

Headquartered in Denver, Colo., BioScrip, Inc., is a national
provider of home infusion services.  The company's clinical
management programs and services provide access to prescription
medications for patients with chronic and acute healthcare
conditions, including gastrointestinal abnormalities, infectious
diseases, cancer, pain management, multiple sclerosis, organ
transplants, bleeding disorders, rheumatoid arthritis, immune
deficiencies and heart failure.

As of Sept. 30, 2016, Bioscrip had $595.40 million in total assets,
$550.05 million in total liabilities, $2.38 million in series A
convertible preferred stock, $67.24 million in series C convertible
preferred stock and a total stockholders' deficit of $24.28
million.

Bioscrip reported a net loss attributable to common stockholders of
$309.51 million in 2015, a net loss attributable to common
stockholders of $147.7 million in 2014, and a net loss attributable
to common stockholders of $69.65 million in 2013.

                          *    *    *

In November 2016, S&P Global Ratings lowered its corporate credit
rating on home infusion services provider BioScrip Inc. to 'CCC'
from 'CCC+' and revised the outlook to developing from stable.
"The downgrade reflects our belief that the company could face a
liquidity event within 12 months if it is unable to rapidly improve
profitability; moreover, given the company's lowered guidance, its
meaningful EBITDA shortfall in the third quarter, and its pattern
of falling short of its expectations, our confidence in the
company's ability to execute on its cost-cutting and other
strategic initiatives is limited," said credit analyst Elan Nat.

In March 2016, Moody's Investors Service downgraded BioScrip's
Corporate Family Rating to 'Caa2' from 'Caa1' and Probability of
Default Rating to 'Caa2-PD' from 'Caa1-PD'.


BIOSTAR PHARMACEUTICALS: Appoints Xiaojuan Zhai as New CFO
----------------------------------------------------------
The Board of Directors of Biostar Pharmaceuticals, Inc., a Maryland
corporation, announced changes to its management and Board
membership.

Effective as of Feb. 5, 2017, Zhongyang Shang tendered his
resignation as an independent member of the Board and of the
Board's standing committees.  Mr. Shang resigned his Board and
Board committee memberships to focus his attention on personal
health issues; his resignation was not for any disagreements with
the Company, its management or the Board.  The Company wishes to
thank him for his service to the Company and its Board.

Effective as of Feb. 5, 2017, Qinghua Liu, the Company's interim
chief financial officer, tendered her resignation as the Company's
CFO.  Ms. Liu's departure was due to family/personal reasons and
not due to any disagreement with the Company, its management or the
Board; she will continue her service on the Board of the Company.

Effective as of the same date, the Board appointed Xiaojuan Zhai to
serve as the Company's new CFO.  The Board approved Xiaojuan Zhai's
annual base salary during employment with the Company to be RMB
78,000, subject to revisions by the Board as well as some other
terms and provisions which are set forth in the Xiaojuan Zhai's
employment letter.  Prior to this appointment, from September 2015
to February 2017, Ms. Zhai served as a Deputy CFO at Shaanxi Aoxing
Pharmaceutical Co., Ltd., the Company's PRC affiliate.  Prior to
that appointment, she has been employed as an Accounting Supervisor
at Dahua Biological Technology Investment Co., Ltd.  Ms. Zhai holds
a degree in Accounting from Xi'an Peihua University.  There is no
arrangement or understanding between Ms Zhai and any other persons
pursuant to which she was appointed.  Nor are there any family
relationships between Ms. Zhai and any executive officers and
directors.  Further, there are no transactions involving the
Company which transaction would be reportable pursuant to Item
404(a) of Regulation S-K promulgated under the Securities Act of
1933, as amended.

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

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

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

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


BOART LONGYEAR: S&P Lowers Rating to 'CCC-' on Poor Performance
---------------------------------------------------------------
S&P Global Ratings said it lowered its rating on U.S.-based
industrial metals distributor Boart Longyear Ltd. to 'CCC-' from
'CCC+'.  The outlook is negative.

Boart Longyear continues to experience poor operating performance,
low EBITDA levels, and negative free operating cash flow due to
weak metals prices, with an exchange offer likely because its debt
is trading at a significant discount.

At the same time, S&P lowered its issue-level rating on Boart's
senior secured notes due 2018 to 'CCC' from 'B-' and S&P's
issue-level rating on its senior unsecured notes due 2021 to 'CC'
from 'CCC'.  S&P's '2' recovery rating on the senior secured notes
reflects its expectation for substantial (70% to 90%; at the lower
end of the range) recovery in the event of payment default.  S&P's
'5' recovery rating on the senior unsecured notes reflects its
expectation for modest (10% to 30%; at the lower end of the range)
recovery in the event of a payment default.

"The negative outlook reflects our expectations that Boart Longyear
could announce a default, distressed exchange, or redemption over
the next six months," said S&P Global Ratings credit analyst
William Ferara.

S&P could lower its ratings on Boart Longyear if S&P expected a
default to be a virtual certainty, regardless of the time to
default.

S&P views an upgrade as unlikely given the company's weak liquidity
and dependence on favorable business conditions and a more
sustainable capital structure.  S&P could revise the outlook to
stable if it viewed a default to be less certain.



BONANZA CREEK: Disclosure Statement Hearing Set for March 10
------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware will hold on March 10, 2017, at 10:00 p.m.
(prevailing Eastern Time), in Courtroom #5, 824 Market Street, 5th
Floor, Wilmington, Delaware, a combined hearing to consider
approval of disclosure statement explaining Bonanza Creek Energy
and certain subsidiaries and confirmation of their joint
prepackaged Chapter 11 plan of reorganization.  Objections, if any,
are due Feb. 27, 2017, at 4:00 p.m. (prevailing Eastern Time).

As reported on by the Troubled Company Reporter on Jan. 10, 2017,
the Debtors filed with the Court a disclosure statement dated Dec.
23, 2016, for their joint plan.

Class 1D General Unsecured Claims against Bonanza Creek --
estimated at $868,836,998 -- is impaired under the Plan.  On the
Effective Date, in full satisfaction of each Allowed General
Unsecured Claim against Bonanza Creek, each holder will be entitled
to receive its Ratable Share of: (a) 29.4% of the New Common Stock
subject to dilution by the Management Incentive Plan, Warrants, and
the Rights Offering Equity and (b) 37.8% of the Subscription
Rights.  The holders are expected to recover 17.7%.

Class 2D General Unsecured Claims against Bonanza Creek Operating
-- estimated at $1,025,691,139 -- is impaired under the Plan.  On
the Effective Date, in full satisfaction of each Allowed General
Unsecured Claim against Bonanza Creek Operating, each holder will
be entitled to receive its Ratable Share of 17.6% of the New Common
Stock subject to dilution by the Management Incentive Plan,
Warrants, and the Rights Offering Equity.  The holders are expected
to recover 3.6%.

Class 3D-7D General Unsecured Claims against Debtors other than
Bonanza Creek and Bonanza Creek Operating -- estimated at
$866,064,533 -- is impaired under the Plan.  On the Effective Date,
in full satisfaction of each Allowed General Unsecured Claim
against Debtors other than Bonanza Creek and Bonanza Creek
Operating, each holder will be entitled to receive its Ratable
Share of (a) 48.5% of the New Common Stock subject to dilution by
the Management Incentive Plan, Warrants, and the Rights Offering
Equity and (b) 62.2% of the Subscription Rights.  Holders are
expected to recover 29.1%.

On the Effective Date, if the Debtors elect, with the consent of
the Required Supporting Noteholders, to satisfy each holder of an
Allowed RBL Credit Facility Secured Claim with the holder's Ratable
Share of participation in the Exit RBL Facility, Reorganized
Bonanza Creek will enter into the Exit RBL Facility, and grant the
Liens and security interests provided for in the Exit RBL Facility
Documents.  The Reorganized Debtors that are the guarantors under
the Exit RBL Facility will issue the guarantees and grant the Liens
and security interests as provided.  The Exit RBL Facility will be
on terms and conditions substantially as set forth in the Plan
Supplement and otherwise reasonably acceptable to the Required
Supporting Noteholders.  

Following approval by the Court of the Rights Offering Procedures,
the Debtors will commence the Rights Offering.  On the Effective
Date, the Debtors will consummate the Rights Offering.  The Rights
Offering will be fully backstopped by the Backstop Parties in
accordance with and subject to the terms and conditions of the
Backstop Agreement.
  
On the Effective Date, the proceeds of the sale of the New Common
Stock pursuant to the Rights Offering will be used: (i) to provide
the Reorganized Debtors with additional liquidity for working
capital and general corporate purposes; and (ii) to fund
distributions under the Plan.

In accordance with the Backstop Agreement and subject to the terms
and conditions thereof, each of the Backstop Parties has agreed,
severally but not jointly, to purchase, on or prior to the
Effective Date, its respective backstop commitment percentage of
the unsubscribed shares.

In exchange for providing the backstop commitment for the Rights
Offering, on the Effective Date, the Backstop Parties will receive
payment of the Backstop Fee.   

On the Effective Date, the Reorganized Debtors and NGL will enter
into the New NGL Agreement.

On the Effective Date, the New Board will adopt the Management
Incentive Plan.

On the Effective Date, contemporaneously with the cancellation and
discharge of all Claims pursuant to the Plan and the issuance of
the New Common Stock, the Reorganized Debtors may effect corporate
restructurings of their respective businesses, including actions to
simplify, reorganize and rationalize the overall reorganized
organizational structure of the Reorganized Debtors.  The
Restructuring Transactions may include: (i) dissolving companies or
creating new companies, (ii) merging, dissolving, transferring
assets or otherwise consolidating any of the Debtors in furtherance
of the Plan, or engaging in any other transaction in furtherance of
the Plan, (iii) executing and delivering appropriate agreements or
other documents of merger, consolidation, restructuring,
conversion, disposition, transfer, dissolution, liquidation,
domestication, continuation or reorganization containing terms that
are consistent with the terms of the Plan and that satisfy the
requirements of applicable law; (iv) executing and delivering
appropriate instruments of transfer, assignment, assumption or
delegation of any property, right, liability, debt or obligation on
terms consistent with the terms of the Plan; (v) filing appropriate
certificates or articles of merger, consolidation or dissolution or
other filings or recordings pursuant to applicable state law; and
(vi) taking any other action in connection with such organizational
restructurings.  

In each case in which the surviving, resulting or acquiring Entity
in any of these transactions is a successor to a Reorganized
Debtor, the surviving, resulting or acquiring Entity will perform
the obligations of the applicable Reorganized Debtor pursuant to
the Plan, and paying or otherwise satisfying the applicable Allowed
Claims.  Implementation of any Restructuring Transactions will not
affect any performance obligations, distributions, discharges,
exculpations, releases or injunctions set forth in the Plan.

The Disclosure Statement is available at:

             http://bankrupt.com/misc/deb17-10015-21.pdf

                   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.

The U.S. Trustee for Region 3, on Jan. 17, 2017, appointed three
creditors of Bonanza Creek Energy to serve on the official
committee of unsecured creditors.  The U.S. Trustee, on Jan. 31,
notified the Court that two of the three members appointed to the
Committee have submitted resignations to the U.S.Trustee.
Accordingly, the Committee is disbanded.


BONANZA CREEK: Fir Tree Reports 17.29% Equity Stake as of Dec. 31
-----------------------------------------------------------------
Fir Tree Inc. disclosed in an amended Schedule 13G filed with the
Securities and Exchange Commission that as of Dec. 31, 2016, it
beneficially owns 8,586,485 shares of common stock of Bonanza Creek
Energy, Inc., representing 17.29% of the shares outstanding.

The Schedule 13G was filed on behalf of Fir Tree Inc., a New York
corporation, relating to Common Stock, $0.001 par value, issued by
Bonanza Creek, purchased by certain private-pooled investment
vehicles for which Fir Tree serves as the investment manager (the
"Funds").
    
Fir Tree is the investment manager of the Funds, and has been
granted investment discretion over portfolio investments, including
the Common Stock held by the Funds.

The percentage was calculated based on the 49,672,252 shares of
Common Stock outstanding as of Nov. 7, 2016, as reported in Bonanza
Creek's Quarterly Report on Form 10-Q for the quarterly period
ended Sept. 30, 2016, filed with the Securities and Exchange
Commission on Nov. 9, 2016.
    
Each of Fir Tree Value (LN) Master Fund, L.P. and FT SOF VII
Holdings, LLC, each a Fund, has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the
sale of, more than 5% of the Common Stock.

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

                     https://is.gd/eY0gKE

                   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.


BOYSON INC: Allowed to Use Revere High Cash Collateral
------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of the Virgin Islands authorized Boyson, Inc. to use cash
collateral on an interim basis, until March 9, 2017.

The Debtor was authorized to use cash collateral for the actual and
necessary operating expenses in the approximate amount of $66,300
pursuant to the approved Budget.

The Debtor was indebted to Revere High Yield Fund, LP, in the
principal amount of $2,835,000 pursuant to a certain note and
related loan documents.  To secure the Debtor's obligations, the
Debtor executed a First Preferred Ship Mortgage on the Vessel and
other security instruments in favor of Revere High.

Revere High was granted a replacement lien in any of the Debtor's
assets it held a lien on prior to the Petition Date in the same
order of priority as existed pre-petition and to the same extent
and validity securing the Debtor's indebtedness to Revere High
prior to the Petition Date.

Judge Walrath directed the Debtor:

      (a) sequester, segregate and account for all Cash Collateral
that comes into its possession, custody or control,

      (b) keep and provide on a periodic basis records reasonably
sufficient for Revere High to determine the status of  Cash
Collateral collections and expenditures,

      (c) provide to Revere High copies of the monthly operating
reports filed with the Court and with the Office of the U.S.
Trustee, and

      (d) insure the Pre-Petition Collateral and the Post-Petition
Collateral against all risks to which it is exposed, in an amount
not less than the fair market value of such collateral.

The Debtor was authorized to use Cash Collateral through the
earlier of:

      (a) March 9, 2017;

      (b) upon the occurrence of an Event of Default -- any
material breach or non-compliance with the terms of the Interim
Order or the Order Granting Motion Seeking Turnover of Vessel and
Request of Accounting (M/V Mister B).

      (c) the entry of a final order authorizing the use of Cash
Collateral.

The deadline for the filing of objections to the Court's Interim
Order is set on March 2, 2017.  A final hearing on the Debtor's
Motion is scheduled on March 9, 2017 at 10:00 a.m.

A full-text copy of the Interim Order, dated February 7, 2017, is
available at http://tinyurl.com/htqthlc

                   About Boyson, Inc.

Boyson, Inc. is a family-owned business located in the U.S. Virgin
Islands that was formed in 1973.  For many decades, the Debtor has,
among other things, provided ferry and other transportation
services within and between the U.S. Virgin Islands, the British
Virgin Islands and Puerto Rico.

Boyson, Inc. filed a Chapter 11 petition (Bankr. D.V.I. Case No.
17-30001), on January 25, 2017.  The Petition was signed by Cheryl
Boynes-Jackson, vice president.  At the time of filing, the Debtor
estimated assets at $10 million to $50 million and liabilities at
$1 million to $10 million.

The Debtor is represented by Ryan C. Meade, Esq., at Quintairos,
Prieto, Wood & Boyer, P.A.  Scroggings & Williamson, P.C. serves as
the Debtor’s General Counsel.

No official committee of unsecured creditors has been appointed and
no request has been made for the appointment of a trustee or
examiner.


BREWER CONSTRUCTION: Needs Until April 11 to File Chapter 11 Plan
-----------------------------------------------------------------
Brewer Construction of Mississippi, Inc. requests the U.S.
Bankruptcy Court for the Northern District of Mississippi to extend
the exclusive period in which the Debtor may file a Chapter 11 Plan
for a period of 60 days until April 11, 2017.

The Debtor contends that without the requested extension, it would
have until February 10, 2017 to file a Chapter 11 Plan. However,
the Debtor still has multiple issues that must be resolved before
finalizing a plan and disclosure statement, including but not
limited to the litigation of tax liability with the Mississippi
Department of Revenue.

The Debtor tells the Court that its counsel has been engaged in
discussions with counsel for the MDOR regarding potential
settlement of the litigation without extensive litigation.
Accordingly, the Debtor's counsel requires additional time before
completing a plan and disclosure statement.

           About Brewer Construction of Mississippi, Inc.

Brewer Construction of Mississippi, Inc., filed a Chapter 11
petition (Bankr. N.D. Miss. Case No. 16-12771) on August 14, 2016.
The Petition was signed by Frank W. Brewer, Sr., President.  The
Debtor is represented by Robert Gambrell, Esq. at Gambrell &
Associates, PLLC.  At the time of filing, the Debtor had less than
$50,000 in estimated assets and $500,000 to $1 million in estimated
liabilities.


BROADVIEW NETWORKS: Rotation Capital Discloses 6.8% Equity Stake
----------------------------------------------------------------
Rotation Capital Management, LP and Matthew Rothfleisch disclosed
that as of Dec. 31, 2016, they beneficially own 678,250 shares of
common stock, $0.01 par value, of Broadview Networks Holdings,
Inc., representing 6.8 percent of the shares outstanding.  The
percentage is calculated based upon 9,999,945 Shares outstanding,
which reflects the number of Shares outstanding as of Oct. 27,
2016, as reported in the Company's quarterly report on Form 10-Q
filed on Oct. 27, 2016.  A full-text copy of the regulatory filing
with the Securities and Exchange Commission is available for free
at https://is.gd/iZuEee

                    About Broadview Networks
            
Rye Brook, N.Y.-based Broadview Networks Holdings, Inc., is a
communications and IT solutions provider to small and medium sized
business ("SMB") and large business, or enterprise, customers
nationwide, with a historical focus on markets across 10 states
throughout the Northeast and Mid-Atlantic United States, including
the major metropolitan markets of New York, Boston, Philadelphia,
Baltimore and Washington, D.C.

Broadview Networks reported a net loss of $9.79 million in 2015, a
net loss of $9.22 million in 2014 and a net loss of $8.48 million
in 2013.

As of Sept. 30, 2016, Broadview had $207.6 million in total assets,
$217.1 million in total liabilities and a total stockholders'
deficiency of $9.48 million.

                           *     *     *

In the July 23, 2012, edition of the Troubled Company Reporter,
Moody's Investors Service downgraded Broadview Networks Holdings,
Inc. Corporate Family Rating (CFR) to 'Caa3' from 'Caa2' and the
Probability of Default Rating (PDR) to 'Ca' from 'Caa3' in response
to the company's announcement that it has entered into a
restructuring support agreement with holders of roughly 70% of its
preferred stock and roughly 66-2/3% of its Senior Secured Notes.
The company is expected to file a pre-packaged Chapter 11 Plan of
Reorganization or complete an out of court exchange offer.

As reported by the TCR on July 25, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Broadview to 'D'
from 'CC'.  "This action follows the company's announced extension
on its revolving credit facility.  We expect to lower the issue-
level rating on the notes to 'D' once the company files for
bankruptcy, or if it misses the Sept. 1, 2012 maturity payment on
the notes," S&P said.


BUILDERS HOLDING: Names Jose Luis Cumbas Torres as Special Counsel
------------------------------------------------------------------
Builders Holding, Co. Corp., seeks authorization from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ Jose
Luis Cumbas Torres as special counsel.

The Debtor is a Plaintiff in certain complaints that were filed
pre-petition, against entities that owe money to the Debtor.  The
attorney taking care of the litigation before the State Court is
Mr. Cumbas Torres.  The Debtor wishes to proceed with the State
Court litigation.

The compensation of Mr. Cumbas Torres will be from funds that may
be available to the Debtor and to which the Debtor is legally
entitled.

Mr. Cumbas Torres will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Jose Luis Cumbas Torres 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.

Mr. Cumbas Torres can be reached at:

       Jose Luis Cumbas Torres, Esq.
       Avenida Barbosa #121
       P.O.Box 37
       Catano, P.R. 00963
       Tel: (787) 788-2810
       Fax: (787) 788-2417
       E-mail: jlcumbastorres@yahoo.com

                   About Builders Holding Co.

Builders Holding Co., Corp. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D.P.R. Case No. 16-06643) on August
20, 2016. The petition was signed by Ismael Carrasquillo Sanchez,
president. Fausto David Godreau, Esq., at Godreau & Gonzales Law,
as bankruptcy counsel.

At the time of the filing, the Debtor disclosed $9.72 million in
assets and $10.53 million in liabilities.

The Debtor hired Monge Robertin & Asociados, Inc. as insolvency
and restructuring advisors.

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


BURCON NUTRASCIENCE: E-Concept Ltd. Has 5.1% Stake as of Dec. 31
----------------------------------------------------------------
E-Concept Ltd. reported in an amended Schedule 13G filed with the
Securities and Exchange Commission that as of Dec. 31, 2016, it
beneficially owns 1,927,865 common shares of Burcon NutraScience
Corporation which represents 5.1 percent of the shares
outstanding.

The amount beneficially owned by E-Concept includes 104,220 common
shares issuable upon exercise of warrants granted to E-Concept Ltd.
as compensation for providing a standby commitment pursuant to the
rights offerings of Burcon NutraScience Corporation that closed on
April 30, 2015.

As at Dec. 31, 2016, 37,823,458 shares of Burcon NutraScience
Corporation were outstanding.

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

                    https://is.gd/kt5MoN

                  About Burcon NutraScience        

Headquartered in Vancouver, Canada, Burcon NutraScience
Corporation has developed a portfolio of composition, application,
and process patents originating from its core protein extraction
and purification technology.  The Company's patented processes
utilize inexpensive oilseed meals and other plant-based sources
for the production of purified plant proteins that exhibit certain
nutritional, functional and nutraceutical profiles.

Burcon NutraScience reported a net loss of C$6.56 million on
C$106,390 of revenue for the year ended March 31, 2016, compared to
a net loss of C$6.57 million on C$105,387 of revenue for the year
ended March 31, 2015.

As of Sept. 30, 2016, Burcon Nutrascience had C$3.86 million in
total assets, C$2.48 million in total liabilities and C$1.38
million in shareholders' equity.

In its annual report on Form 20-F for the fiscal year ended
March 31, 2016, the Company said that as at March 31, 2016, it had
minimal revenues from its technology, had an accumulated deficit of
$77,550,164 (2015 - $70,980,388).  During the year ended
March 31, 2016, the Company incurred a loss of $6,569,776 (2015 -
$6,579,424; 2014 - $5,961,545) and had negative cash flow from
operations of $4,883,575 (2015 - $4,819,743; 2014 - $4,952,221).
The Company has relied on equity financings, private placements,
rights offerings and other equity transactions to provide the
financing necessary to undertake its research and development
activities.  As at March 31, 2016, the Company had cash and cash
equivalents of $2,479,862 (2015 - $2,400,965) and short-term
investments of $nil (2015 - $1,266,600).  These conditions
indicate existence of a material uncertainty that casts substantial
doubt about the ability of the Company to meet its obligations as
they become due and, accordingly, its ability to continue as a
going concern.

The Company said its ability to continue as a going concern is
dependent upon the Company raising additional capital.  On May 12,
2016, the Company completed a convertible note financing for
$2,000,000, with net proceeds of approximately $1,934,000.
Although the Company expects to receive royalty revenues from its
license and production agreement (Soy Agreement) with Archer
Daniels Midland Company from the sales of CLARISOY(TM), the amount
of royalty revenues cannot be ascertained at this time.  Burcon
expects the amount of royalty revenues from the sales of
CLARISOY(TM) will not reach its full potential until such time
production is expanded to one or more full-scale commercial
facilities.


C & S COMPANY: FDIC Seeks to Prohibit Use of Cash Collateral
------------------------------------------------------------
The Federal Deposit Insurance Corporation, as Receiver for Colonial
Bank, N.A., requests the the U.S. Bankruptcy Court for the District
of Nevada to prohibit C & S Company from using its cash collateral
and compelling the Debtor to segregate said cash collateral.

Pursuant to their Cash Collateral Stipulation, the FDIC allowed the
Debtor to use cash collateral on an interim basis, which expired on
December 31, 2016.  The FDIC contends, however, that upon review
and analysis of the Debtor's September and December operating
reports, it discovered that the Debtor was exhausting more cash
rather than generating sufficient post-petition receivables.

The FDIC tells the Court that the Debtor's September and December
operating reports reflect a reduction of $731,723 in its accounts
receivables, and the net decrease in the collateral value was
$861,434 in the three months period, particularly:

                                September 30       December 31
        Accounts Receivable:     $1,343,533          $611,810
        Cash:                    $  237,627          $107,916
        Total Current Assets     $1,581,160          $719,726

The FDIC asserts that it is not adequately protected considering
that the post-petition receivables are not keeping pace with the
diminution of the pre-petition collateral.

                     About C & S Company

C & S Company filed a chapter 11 petition (Bankr. D. Nev. Case No.
16-14155) on July 28, 2016.  The petition was signed by Stacey
Lindburg, president.  The Debtor disclosed total assets at $120,000
and total liabilities at $2.42 million.  The Debtor is represented
by David J. Winterton, Esq., at David Winterton & Associates, Ltd.


CALIFORNIA RESOURCES: State Street Holds 6.7% Stake as of Dec. 31
-----------------------------------------------------------------
State Street Corporation disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of Dec. 31, 2016, it
beneficially owns 2,758,528 shares of common stock of California
Resources Corporation representing 6.69 percent of the shares
outstanding.  A full-text copy of the regulatory filing is
available for free at https://is.gd/xyjO2k

                   About California Resources

California Resources Corporation is an independent oil and natural
gas exploration and production company operating properties
exclusively within the State of California.  The Company was
incorporated in Delaware as a wholly-owned subsidiary of Occidental
on April 23, 2014, and remained a wholly-owned subsidiary of
Occidental until the Spin-off.  On Nov. 30, 2014, Occidental
distributed shares of the Company's common stock on a pro rata
basis to Occidental stockholders and the Company became an
independent, publicly traded company, referred to in the annual
report as the Spin-off.  Occidental retained approximately 18.5% of
the Company's outstanding shares of common stock which it has
stated it intends to divest on March 24, 2016.

The Company reported a net loss of $3.55 billion in 2015 following
a net loss of $1.43 billion in 2014.

As of Sept. 30, 2016, California Resources had $6.33 billion in
total assets, $6.82 billion in total liabilities and a total
deficit of $493 million.

                           *    *    *

In September 2016, S&P Global Ratings raised its corporate credit
rating on California Resources to 'CCC+' from 'SD'.  "We raised
the corporate credit rating on CRC to reflect our reassessment of
its credit profile following the tender for its senior unsecured
notes," said S&P Global Ratings credit analyst Paul Harvey.  "The
rating reflects our expectation that debt leverage will remain at
what we consider unsustainable levels over the next 24 months
despite the net-debt reduction of about $625 million from the
tender," he added.

In August 2016, Moody's Investors Service downgraded California
Resources' Corporate Family Rating to 'Caa2' from 'Caa1' and
Probability of Default Rating to 'Caa2-PD' from 'Caa1-PD'.


CARTEL MANAGEMENT: Hires Levene Neale as Bankruptcy Counsel
-----------------------------------------------------------
Cartel Management, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of California to employ Levene
Neale Bender Yoo & Brill, L.L.P., as bankruptcy counsel to the
Debtor.

Cartel Management requires Levene Neale to:

   a. advise the Debtors with regard to the requirements of the
      Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the
      Office of the U.S. Trustee as they pertain to the Debtors;

   b. advise the Debtors with regard to certain rights and
      remedies of their bankruptcy estates and the rights, claims
      and interests of creditors;

   c. represent the Debtors in any proceeding or hearing in the
      Bankruptcy Court involving their estates unless the Debtors
      are represented in such proceeding or hearing by other
      special counsel;

   d. conduct examinations of witnesses, claimants or adverse
      parties and representing the Debtors in any adversary
      proceeding except to the extent that any such adversary
      proceeding is in an area outside of Levene Neale's
      expertise or which is beyond Levene Neale's staffing
      capabilities, or is expressly carved out;

   e. prepare and assist the Debtors in the preparation of
      reports, applications, pleadings and orders including, but
      not limited to, applications to employ professionals,
      interim statements and operating reports, initial filing
      requirements, schedules and statement of financial affairs,
      lease pleadings, cash collateral pleadings, financing
      pleadings, and pleadings with respect to the Debtors' use,
      sale or lease of property outside the ordinary course of
      business;

   f. represent the Debtors with regard to obtaining use of cash
      collateral, including, but not limited to, negotiating and
      seeking Bankruptcy Court approval of any cash collateral
      pleading or stipulation and preparing any pleadings
      relating to obtaining use of cash collateral;

   g. assist the Debtors in the negotiation, formulation,
      preparation and confirmation of a plan of reorganization
      and the preparation and approval of a disclosure statement
      in connection with the plan of reorganization; and

   h. perform any other services which may be appropriate in
      Levene Neale's representation of the Debtors during their
      bankruptcy cases.

Levene Neale will be paid at these hourly rates:

     David L. Neale                 $595
     Krikor J. Meshefejian          $535
     Paraprofessionals              $250

Prior to the Debtors' bankruptcy filings, Levene Neale received the
sum of $7,500 from Cartel Management, Inc. in connection with
general insolvency and restructuring representation. Additionally,
the Debtors paid Levene Neale the total sum of $54,000 prior to the
Debtors' bankruptcy filings in connection with preparing for and
commencing the Debtors' Chapter 11 bankruptcy cases and in
contemplation of and in connection with the Debtors' Chapter 11
cases, inclusive of the Chapter 11 filing fees for the Chapter 11
cases. $27,000 of that amount and any amount remaining from the
initial retainer paid by Cartel Management have been allocated as a
retainer for the Cartel Management case, and $27,000 of that amount
has been allocated as a retainer for the Titans of Mavericks, LLC
case.

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

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

Levene Neale can be reached at:

     David L. Neale, Esq.
     LEVENE NEALE BENDER YOO & BRILL, L.L.P.
     10250 Constellation Boulevard, Suite 1700
     Los Angeles, CA 90067
     Tel: (310) 229-1234
     Fax: (310) 229-1244

                  About Cartel Management, Inc.

Cartel Management, Inc., filed a Chapter 11 petition (Bankr. C.D.
Cal. Case No. 17-11179) on Jan. 31, 2017, and is represented by
David L. Neale, Esq., at Levene, Neale, Bender, Yoo & Brill LLP, in
Los Angeles, California. Hon. Deborah J. Saltzman presides over the
case.

At the time of filing, the Debtor had estimated assets of $500,000
to $1 million and estimated liabilities of $1 million to $10
million. The petition was signed by Griffin Guess, president.



CENGAGE LEARNING: S&P Revises Outlook to Neg. & Affirms 'B' CCR
---------------------------------------------------------------
S&P Global Ratings said that it revised its rating outlook on
Boston-based Cengage Learning Holdings II Inc. to negative from
stable.  The 'B' corporate credit rating is unchanged.

At the same time, S&P lowered its issue-level rating on Cengage's
first-lien term loan to 'B+' from 'BB-' and revised the recovery
rating to '2' from '1'.  The '2' recovery rating indicates S&P's
expectation for substantial recovery (70%-90%; lower half of the
range) of principal in the event of default.

S&P's 'BB-' issue-level] and '1' recovery ratings on Cengage's
asset-based lending (ABL) revolving credit facility and S&P's
'CCC+' issue-level and '6' recovery ratings on the company's senior
unsecured notes are unchanged.

The company issues all of the debt via its subsidiary, Cengage
Learning Inc.

"The outlook revision reflects the increased risk that Cengage's
recent operating underperformance will continue into the 2017-2018
school year, causing its cash flow credit measures to remain weak,"
said S&P Global Ratings' credit analyst Thomas Hartman. "Through
the first three quarters of the company's fiscal year ending March
31, 2017, its print textbook revenue declined about 30% from the
previous year."  The industry as a whole has faced increased
pressure on textbook sales in the second half of 2016, primarily
from a combination of elevated competition from textbook rentals,
smaller orders from distribution partners, and continued enrollment
declines.  S&P believes there is limited visibility into the fall
2017 semester buying pattern, and it could lower the corporate
credit rating if Cengage's current negative trends persist, causing
its leverage to remain in the 7x area and its free operating cash
flow (FOCF) to debt to remain below 5%.  For the 12 months ended
Dec. 31, 2016, the company's adjusted leverage was 6.8x and its
FOCF to debt was 3.8%.

The negative outlook reflects the risk that Cengage's negative
business and leverage trends will continue in fiscal 2018,
resulting in S&P's reassessment of its profitability and growth
prospects.

S&P could lower the corporate credit rating if textbook sales
continue to decline at an accelerated pace and the company's
digital transition stalls, causing leverage to remain in the 7x
area and FOCF to debt to remain below 5%.  S&P could also lower the
rating if the company makes sizeable shareholder-friendly
distributions or share repurchases with discretionary cash flow
before its operating performance stabilizes.

S&P could revise the outlook to stable if the decline in print
textbook sales moderate and digital sales growth accelerates, and
S&P expects Cengage to maintain leverage below 7x and FOCF to debt
above 5% on a sustained basis.


CHARMING CHARLIE: S&P Cuts CCR to CCC+ on Weak Retail Environment
-----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
Houston-based Charming Charlie LLC to 'CCC+' from 'B-'.  The
outlook is negative.

At the same time, S&P lowered the issue-level rating on the
company's $150 million senior secured term loan to 'CCC+' from
'B-'.  S&P's '3' recovery rating remains unchanged, indicating its
expectations for meaningful recovery in the event of default.  The
recovery expectation is in the higher end of the 50% to 70% range.
The capital structure also consists of a $60 million asset-based
loan (ABL), which S&P do not rate.

"The downgrade reflects our view that the company's weak operating
performance will likely persist over the next 12 months, and that
the company may need additional relief to prevent it from violating
covenants under its credit agreement.  Longer term, we believe the
company may seek to reduce debt with a distressed exchange if
performance does not improve. In addition, though the company
recently cut a sizable amount of costs from its operations, cash
flow generation will remain pressured due to the soft retail
environment where spending for discretionary items has declined,"
said credit analyst Adam Melvin.  "We believe the company's
initiatives to correct its branding and strategy missteps from 2015
are taking longer than expected to yield material results.  As a
result, we think the company will likely be required to seek
further amendments to its credit agreement or additional equity
infusions.  Financial maintenance covenants include an interest
coverage and leverage test where both become tighter through
maturity.  We also think that given industry headwinds and the
company's cash flow, Charming Charlie could reexamine its capital
structure to provide operating flexibility, including a potential
debt exchange or buyback at a discount."

The negative outlook reflects S&P's belief that the company faces
non-compliance in its covenants and that any solution may be
temporary given its expectation for soft operating performance in
2017.  In S&P's view, the company may continue to seek additional
relief to improve liquidity and meet its debt obligations in 2017,
including a possible debt restructuring.

S&P could lower its ratings if it believes a default such as a debt
exchange transaction is inevitable or announced, or if S&P believes
the company fails to amend an oncoming breach in financial
covenants.  This could occur if operating performance is weaker
than S&P's base-case assumptions, causing further deterioration in
liquidity.

A positive rating action is unlikely in the near term and would be
predicated on a substantial improvement in operating performance
from its strategic initiatives for positive sustainable same-store
sales and traffic trends, such that the company generates positive
free operating cash flow, has sufficient liquidity to meet debt
obligations and operating needs, and is able to maintain adequate
covenant compliance over the next 12 months.



CHESAPEAKE ENERGY: Franklin Ceases as 5% Shareholder
----------------------------------------------------
Franklin Resources, Inc., Charles B. Johnson and Rupert H. Johnson,
Jr., disclosed that they have ceased to be the beneficial owners of
more than five percent of Chesapeake Energy Corporation's
outstanding common stock.  Specifically, the reporting persons
beneficially own 8,849,459 shares of common stock of Chesapeake
Energy representing 1 percent of the shares outstanding as of Dec.
31, 2016.  A full-text copy of the regulatory filing is available
for free at https://is.gd/f8S1z8

                   About Chesapeake Energy

Headquartered in Oklahoma City, Chesapeake Energy Corporation's
(NYSE: CHK) operations are focused on discovering and developing
its large and geographically diverse resource base of
unconventional oil and natural gas assets onshore in the United
States.  The company also owns oil and natural gas marketing and
natural gas gathering and compression businesses.

As of Sept. 30, 2016, Chesapeake had $12.52 billion in total
assets, $13.45 billion in total liabilities and a total deficit of
$932 million.

Chesapeake reported a net loss available to common stockholders of
$14.85 billion for the year ended Dec. 31, 2015, compared to net
income available to common stockholders of $1.27 billion for the
year ended Dec. 31, 2014.

                          *    *    *

As reported by the TCR on Jan. 25, 2017, S&P Global Ratings raised
its corporate credit rating on Oklahoma City-based exploration and
production company Chesapeake Energy Corp. to 'B-' from 'CCC+, and
removed the ratings from CreditWatch with positive implications
where S&P placed them on Dec. 6, 2016.  The rating outlook is
positive.

Chesapeake Energy carries a 'Caa1' corporate family rating from
Moody's Investors Service.  Chesapeake's Caa1 CFR incorporates its
improving but modest cash flow generation at Moody's commodity
price estimates relative to its still high debt levels, according
to a TCR report dated Dec. 8, 2016.
=


CKP INVESTMENT: Hires Joyce Lindauer as Bankruptcy Counsel
----------------------------------------------------------
CKP Investment, LLC seeks authorization from the U.S. Bankruptcy
Court for the Eastern District of Texas to employ Joyce W. Lindauer
Attorney, PLLC as counsel.

The law firm will be paid at these hourly rates:

       Joyce W. Lindauer             $350
       Sarah M. Cox, Associate       $195
       Jamie N. Kirk, Associate      $195
       Jeffery M. Veteto, Associate  $185
       Dian Gwinnup, Paralegal       $105

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

Prior to the petition date, the firm received a retainer of $7,500
which included the filing fee of $1,717 in connection with this
proceeding.

Joyce W. Lindauer, owner of the law firm, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

The firm can be reached at:

       Joyce W. Lindauer, Esq.
       JOYCE W. LINDAUER ATTORNEY, PLLC
       12720 Hillcrest Road, Suite 625
       Dallas, TX 75230
       Tel: (972) 503-4033
       Fax: (972) 503-4034
       E-mail: joyce@joycelindauer.com

                    About CKP Investment, LLC

CKP Investment, LLC, based in Millers Cove, Tex., filed a Chapter
11 petition (Bankr. E.D. Tex. Case No. 17-50002) on January 5,
2017.  The Hon. Brenda T. Rhoades presides over the case.  Joyce W.
Lindauer, Esq., at Joyce W. Lindauer Attorner, PLLC, as bankruptcy
counsel.

In its petition, the Debtor declared $1.54 million in total assets
and $1.96 million in total liabilities.  The petition was signed by
Chan K. Park, president/managing member.

A list of the Debtor's two unsecured creditors is available for
free at: http://bankrupt.com/misc/txeb17-50002.pdf


CKP INVESTMENT: Seeks Authorization to Use Cash Collateral
----------------------------------------------------------
CKP Investment, LLC seeks authorization from the U.S. Bankruptcy
Court for the Eastern District of Texas to use the cash collateral
of the Bank of Hope and the U.S. Small Business Administration.

The Bank of Hope and the U.S. Small Business Administration are
claiming liens on the Debtor's personal property including rents.
The Debtor proposes to provide the Bank of Hope and the U.S. SBA
with post-petition liens, priority claims in the Chapter 11
bankruptcy case, and cash flow payments, as adequate protection of
their respective interests for the use of cash collateral.

The Debtor owns and rents out multiple pieces of property to
tenants, and as such, the Debtor intends to use cash collateral to
continue its ongoing operations.  The Debtor's proposed monthly
Budget permits the Debtor to pay its ongoing operating expenses,
which is projected to be totaling approximately $14,876.

The Debtor believes that the use of cash collateral would allow the
Debtor to maintain its operations in Chapter 11 as the Debtor
intends to rearrange its affairs and needs to continue to operate
in order to pay its ongoing expenses, generate additional income
and to propose a plan in this case.

A full-text copy of the Debtor's Motion, dated February 7, 2017, is
available at https://is.gd/F2Y6fL

                 About CKP Investment, LLC

CKP Investment, LLC filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 17-50002), on January 5, 2017.  The Petition was signed by
Chan K. Park, president/managing member.  The case is assigned to
Judge Brenda T. Rhoades.  The Debtor is represented by Joyce W.
Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC.  At the time
of filing, the Debtor disclosed $1.54 million in total assets and
$1.54 million in total liabilities.


CLARKE PROJECT: Hires Quinlan Law as Litigation Counsel
-------------------------------------------------------
Clarke Project Solutions, Inc., seeks authority from the U.S.
Bankruptcy Court for the District of California to employ Quinlan
Law Corporation as special litigation counsel to the Debtor.

Clarke Project requires Quinlan to:

   a. advise and assist the Debtor and its General Reorganization
      Counsel;

   b. conduct examinations of witnesses, claimants, or adverse
      parties and to prepare and assist in the preparation of
      reports, accounts, and pleadings related to the Debtor's
      Chapter 11 case;

   c. represent the Debtor in any trial or hearings related to
      litigation in State or Federal Court during the pendency of
      the Bankruptcy Proceedings;

   d. assist the Debtor in the formulation, negotiation,
      confirmation, and implementation of proposed settlements of
      litigation in State or Federal Court; and

   e. take such other actions and perform such other services as
      the Debtor may require from time to time in connection with
      any litigation or threatened litigation associated with the
      Chapter 11 case.

Quinlan will be paid at these hourly rates:

     Dale K. Quinlan               $300-$350
     Paralegal                     $95
     Law Clerk                     $75

Quinlan will be paid a retainer in the amount of $50,000.

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

Dale K. Quinlan, member of Quinlan Law Corporation, 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.

Quinlan can be reached at:

     Dale K. Quinlan, Esq.
     QUINLAN LAW CORPORATION
     P.O. Box 8204
     Newport Beach, CA 92658
     Tel: (949) 370-2507

              About Clarke Project Solutions, Inc.

Clarke Project Solutions, Inc., f/k/a Cumming Clarke, based in
Mission Viejo, California, filed a Chapter 11 petition (Bankr. C.D.
Cal. Case No. 17-10402) on Feb. 2, 2017. The petition was signed by
Chris Clarke, president. The Debtor is represented by Pamela Jan
Zylstra, Esq., at Pamela Jan Zylstra: A Professional Corporation.
The case is assigned to Judge Theodor Albert. The Debtor estimated
assets at $1 million to $10 million, and liabilities at $500,000 to
$1 million at the time of the filing.

The Debtor has hired Quinlan Law Corporation as special litigation
counsel as special litigation counsel.


CLARKE PROJECT: Hires Zylstra as General Reorganization Counsel
---------------------------------------------------------------
Clarke Project Solutions, Inc., seeks authority from the U.S.
Bankruptcy Court for the District of California to employ Pamela
Jan Zylstra, PC, as general reorganization counsel to the Debtor.

Clarke Project requires Zylstra to:

   a. advise the Debtor regarding matters of bankruptcy law,
      including the rights and remedies of the Debtor with regard
      to assets and with respect to the claims of creditors;

   b. represent the Debtor in any proceedings or hearings in the
      Bankruptcy Court and in any action in any court wherein the
      Debtor's rights under the Bankruptcy Code may be litigated
      or affected;

   c. conduct examinations of witnesses, claimants, or adverse
      parties and prepare and assist in the preparation of
      reports, accounts, and pleadings related to the Debtor's
      Chapter 11 case;

   d. advise the Debtor concerning the requirements of the
      Bankruptcy Code and applicable rules as the same affect the
      case;

   e. advise and assist the Debtor with respect to compliance
      with the requirements of the U.S. Trustee;

   f. assist the Debtor in the formulation, negotiation,
      confirmation, and implementation of a Chapter 11 plan of
      reorganization; and

   g. take such other action and perform such other services as
      the Debtor may require of Zylstra in connection with the
      Chapter 11 case.

Zylstra will be paid at these hourly rates:

     Pamela J. Zylstra              $425
     Paraprofessional               $195

The Debtor paid Zylstra a retainer in the amount of $1,000 and
$5,000 on February 14, 2016, and the amount of on $75,000 on
January 30, 2017. After deducting all costs advanced in the amount
of $26,207.49, including $1,717 filing fee, the remaining retainer
on hand in the amount of $54,792.51.

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

Pamela J. Zylstra, member of Pamela Jan Zylstra, PC, 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.

Zylstra can be reached at:

     Pamela J. Zylstra, Esq.
     PAMELA JAN ZYLSTRA, PC
     18191 Von Karman Avenue, Suite 460
     Irvine, CA 92612-7114
     Tel: (949) 222-2000
     Fax: (949) 222-2022

               About Clarke Project Solutions, Inc.

Clarke Project Solutions, Inc., f/k/a Cumming Clarke, based in
Mission Viejo, California, filed a Chapter 11 petition (Bankr. C.D.
Cal. Case No. 17-10402) on Feb. 2, 2017. The petition was signed by
Chris Clarke, president. The Debtor is represented by Pamela Jan
Zylstra, Esq., at Pamela Jan Zylstra: A Professional Corporation.
The Debtor has hired Quinlan Law Corporation as special litigation
counsel.  The case is assigned to Judge Theodor Albert. The Debtor
estimated assets at $1 million to $10 million, and liabilities at
$500,000 to $1 million at the time of the filing.


CLEARWATER PAPER: S&P Lowers CCR to BB on Add'l. Capital Spending
-----------------------------------------------------------------
S&P Global Ratings said it lowered its corporate credit rating on
Clearwater Paper Corp. to 'BB' from 'BB+'; the outlook is stable.
Because S&P rates the company's senior unsecured notes, which
mature in 2023 and 2025, on par with the corporate credit rating,
S&P also lowered the issue-level ratings on these notes to 'BB'
from 'BB+'.  The recovery rating on the notes is '3', reflecting
S&P's expectations for a meaningful (high end of 50%-70% range)
recovery to debtholders in the event of a default.

On Feb. 8, Clearwater Paper announced substantial capital
investments that it intends to make over the next two years in
addition to its ongoing projects.

"Our stable outlook reflects our expectations for higher leverage
over the next year and that the company will operate with negative
cash flow," said S&P Global Ratings credit analyst Christopher
Andrews.  "We forecast EBITDA in 2017 to be slightly lower than in
2016, that usage of the company's revolving credit facility will
increase to fund capital expenditures, and that debt to EBITDA will
rise to close to 4x by the end of 2017."

Although S&P views it as unlikely, it may consider another negative
rating action over the next 12 months if market conditions change
such that EBITDA and interest coverage measures are materially
weaker than S&P's projections--specifically, if S&P believes EBITDA
interest coverage will fall below 3x or if S&P anticipates leverage
will remain above 4x for a prolonged period.

Given S&P's current forecast for elevated capital spending and
leverage through 2017, S&P also views an upgrade as unlikely over
the next 12 months.



CLIFFS NATURAL: Moody's Hikes Corporate Family Rating to B2
-----------------------------------------------------------
Moody's Investors Service upgraded Cliffs Natural Resources Inc.'s
Corporate Family Rating (CFR) and Probability of Default Rating to
B2 and B2-PD from Caa1 and Caa1-PD, respectively, and assigned a B3
rating to the new senior unsecured guaranteed notes. At the same
time, Moody's upgraded Cliffs' first lien senior secured notes to
Ba3 from B2, and the senior unsecured notes to Caa1 from Caa2. The
speculative grade liquidity rating was changed to SGL-2 from SGL-3.
The outlook is stable.

The upgrade follows the company's announcement of a $500 million
senior unsecured guaranteed note issuance and an approximate $590
million equity issuance. The proceeds from these transactions will
be used to redeem the company's 1.5 lien and 2nd lien notes, and to
tender for a portion of the senior unsecured borrowings. Remaining
proceeds will be used for general corporate purposes, which could
include tendering for a portion of the 1st lien notes. Should the
overall debt reduction be in the $400 million range, Moody's
estimates that pro-forma leverage as measured by the debt/EBITDA
ratio (including Moody's standard adjustments) would be around 5.5x
at December 31, 2016 as compared with actual of roughly 6x.

The upgrade also reflects the improving trends evidenced in Cliffs
performance on higher seaborne iron ore price and strengthened
fundamentals in the US steel industry, the dominant market for
Cliffs iron ore pellets. Additionally, the company will benefit in
2017 from an improved order book and the successful renegotiation
of the contracts with ArcelorMittal USA LLC, which had expiry dates
of late 2016 and early 2017. The 10 year extension of these
contracts to 2026, which include purchases up to 10 million tons
annually and a minimum of 7 million tons, as well as additional
business received, has also resulted in the restart of the United
Taconite mining facility and an increase in expected shipments for
2017. On an improved volume basis and assuming iron ore prices
ranging between $50/60 tonne, Moody's expects leverage over the
next twelve to eighteen months to improve to approximately 4.5x.

Issuer: Cliffs Natural Resources Inc.

Upgrades:

-- Corporate Family Rating, Upgraded to B2 from Caa1

-- Probability of Default Rating, Upgraded to B2-PD from Caa1-PD

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

-- Senior Secured Regular Bond/Debenture, Upgraded to Ba3 (LGD2)
from B2 (LGD2)

-- Senior Unsecured Regular Bond/Debenture, Upgraded to Caa1
(LGD5) from Caa2 (LGD5)

Assignments:

-- Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD4)

Outlook Actions:

-- Outlook, Remains Stable

RATINGS RATIONALE

Rating Rationale

The B2 Corporate Family Rating (CFR) for Cliffs Natural Resources
(Cliffs) reflects the company's strengthening debt protection
metrics, reduced leverage and strong position in the North American
iron ore markets. The rating also considers the contract nature of
Cliffs' US iron ore operations (USIO) and the symbiotic
relationship the company has with the US steel mills, which cannot
economically source their iron ore requirements from overseas
producers. Although Moody's expects iron ore prices to drift lower
over the duration of 2017, the CFR anticipates that Cliffs will
continue to control costs and achieve strong margins.

The SGL-2 speculative grade liquidity rating is supported by
improved cash flow generation, $323 million in cash at December 31,
2016, and a $550 million ABL, which expires the earlier of March
30, 2020 or a date that is 60 days prior to the maturity of
existing debt as defined in the ABL. The facility is available to
US domestic subsidiary borrowers and Australian subsidiary
borrowers with respective guarantees. The facility contains a 1:1
fixed charge coverage requirement should availability be less than
the greater of $75 million or 10% of the aggregate facility. At
December 31, 2016 there were no borrowings under the ABL and $106
million in letters of credit issued. Given the level of receivables
and inventory, the full commitment was not available and available
borrowing capacity at December 31, 2016 was $ 227 million, net of
the letters of credit.

The stable outlook reflects Moody's expectations that Cliffs will
continue to evidence an improving trend in its earnings performance
and cash generation and be free cash flow generative in 2017. The
outlook also reflects the improved maturity profile with no
material debt maturities until 2020.

The Caa1 rating on the senior unsecured notes reflects their junior
position in the capital structure under Moody's Loss Given Default
Methodology behind the 1st lien notes, the senior guaranteed
unsecured notes and the ABL facility. The new senior guaranteed
unsecured notes are guaranteed by substantially all domestic
operating subsidiaries, which provides them a slightly more
favorable position in the capital structure relative to the
existing senior unsecured notes. The first lien notes are secured
by plant, property and certain equipment, including mineral rights,
while the ABL is primarily secured by receivables, inventory and
certain equipment.

Should the company be able to achieve and sustain leverage, as
measured by the debt/EBITDA ratio of no more than 4x, EBIT/interest
of at least 3x, and (cash from operations less dividends)/debt of
at least 15% an upgrade could be considered. The rating could be
downgraded should performance not show an improving trend or should
liquidity contract. Specifically, should debt/EBITDA continue above
5.5x, and EBIT/interest not improve to at least 2x, the rating
could be downgraded.

The principal methodology used in these ratings was Global Mining
Industry published in August 2014.

Headquartered in Cleveland, Ohio, Cliffs is the largest iron ore
producer in North America with approximately 20 million equity long
tons of annual capacity. In addition, the company participates in
the international seaborne iron ore markets through its subsidiary
in Australia. Cliffs' operations at Bloom Lake are being
restructured under the Canadian Companies' Creditors Arrangement
Act CCAA) and in May 2015, its Wabush iron ore operations in
Canada, which had been permanently closed, were included in the
CCAA filing. For the fiscal year ending Dec. 31, 2016, Cliffs had
revenues of $2.1 billion.


CLIFFS NATURAL: S&P Raises CCR to 'B' After $591MM Equity Issuance
------------------------------------------------------------------
S&P Global Ratings said it raised its long-term corporate credit
rating on Cliffs Natural Resources Inc. to 'B' from 'CCC+' after
the company announced a $591 million equity issuance and the tender
offer for high-cost debt.  The outlook is stable.

Cliffs Natural has a reduced debt load and extended maturity
profile after incorporating its proposed equity and notes issuance,
as well as improved earnings prospects for 2017 and stronger market
conditions for iron ore.

At the same time, S&P assigned its 'B' rating and '3' recovery
rating to the company's proposed $500 million senior unsecured
guaranteed notes due 2025.  The '3' recovery rating reflects S&P's
expectation for meaningful (50% to 70%; at the lower end of the
range) recovery in the event of a payment default.

S&P also raised its issue-level ratings on Cliffs' ABL credit
facility and 8.25% first-lien notes to 'BB-' from 'B'.  The
recovery rating remains '1', which indicates S&P's expectation for
very high (90% to 100%) recovery in the event of a payment default.
In addition, S&P raised its issue-level rating on the company's
senior unsecured debt to 'CCC+' from CCC-'.  The recovery rating on
the debt remains '6', reflecting S&P's expectation of negligible
(0% to 10%) recovery in the event of default.

"The stable outlook reflects our expectation that Cliffs' adjusted
debt leverage will improve to at least 5x for the full year 2017,
potentially dropping further if iron ore prices remain robust,"
said S&P Global Ratings credit analyst Chiza Vitta.  "These better
market conditions should enable Cliffs to generate positive cash
flows, maintain adequate liquidity, and access capital markets to
improve its maturity profile further."

S&P could lower the ratings if Cliffs' leverage rose toward 8x with
poor prospects for recovering, which S&P believes could occur with
iron ore prices below $50 per metric ton, well below the current
spot price of $80 per metric ton.  In this scenario, S&P would
expect sharply weaker EBITDA interest below 2x and break-even free
cash flow.

S&P could raise the ratings if the company improves adjusted debt
to EBITDA below 5x on a sustained basis in 2017, which S&P believes
could occur if iron ore prices remain solid with a favorable
outlook for 2018.



COMSTOCK MINING: Van Den Berg Holds 17% Equity Stake as of Dec. 31
------------------------------------------------------------------
Van Den Berg Management I, Inc., disclosed in an amended Schedule
13G filed with the Securities and Exchange Commission that as of
Dec. 31, 2016, it beneficially owns 31,584,470 shares of common
stock, par value $0.000666 per share, of Comstock Mining Inc.
representing 17.12 percent of the shares outstanding.  A full-text
copy of the regulatory filing is available for free at:

                       https://is.gd/5bHNJr

                       About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock District in 2003.  Since then, the
Company has consolidated a substantial portion of the Comstock
district, secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

Comstock Mining reported a net loss available to common
shareholders of $15.9 million on $18.5 million of total revenues
for the year ended Dec. 31, 2015, compared to a net loss available
to common shareholders of $13.3 million on $25.6 million of total
revenues for the year ended Dec. 31, 2014.

As of Sept. 30, 2016, the Company had $36.24 million in total
assets, $18.82 million in total liabilities and $17.41 million in
total stockholders' equity.


COMSTOCK RESOURCES: Carl Westcott Reports 7.13% Stake as of Feb. 6
------------------------------------------------------------------
Carl H. Westcott disclosed in an amended Schedule 13D filed with
the Securities and Exchange Commission that as of Feb. 6, 2017,
he beneficially owns 959,800 shares of common stock, par value
$0.50 per share, of Comstock Resources, Inc., representing 7.13
percent of the shares outstanding.

The Amendment No. 13 was filed to reflect a change aggregating more
than one percent in the beneficial ownership of the outstanding
Common Stock in which Carl H. Westcott may be deemed to have a
beneficial interest.

After accounting for all purchases of Common Stock of the Reporting
Persons since the filing of Amendment No. 12 (the period of Jan.
27, 2017, through Feb. 6, 2017), a net 135,000 shares of Common
Stock were purchased by Carl H. Westcott during such period on his
own behalf and on behalf of certain other reporting persons for an
aggregate price of approximately $1,610,734.

Carl H. Westcott has shared discretionary authority to purchase and
dispose of shares of Common Stock under various accounts for the
benefit of the following persons, who directly hold the following
amounts of shares of Common Stock: Court H. Westcott, 4,000 shares;
Carla Westcott, 5,000 shares; Peter Underwood, 5,250 shares;
Francisco Trejo, Jr., 2,050 shares; and Rosie Greene, 1,000 shares.
Carl H. Westcott does not exercise any voting power over any those
shares of Common Stock owned by the aforementioned individuals and
expressly disclaims beneficial ownership of such shares.

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

                     https://is.gd/m0sEtL

                  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: Dimensional Fund Ceases as Shareholder
----------------------------------------------------------
Dimensional Fund Advisors LP disclosed in an amended Schedule 13G
filed with the Securities and Exchange Commission that as of Dec.
31, 2016, it has ceased to be the beneficial owner of shares of
common stock of Comstock Resources Inc.  A full-text copy of the
regulatory filing is available for free at:

                      https://is.gd/HBLJll

                    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: T. Rowe Price Holds 11.9% Stake as of Dec. 31
-----------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, T. Rowe Price Associates, Inc. disclosed that as of
Dec. 31, 2016, it beneficially owns 1,604,995 shares of common
stock of Comstock Resources Inc. representing 11.9 percent of the
shares outstanding.  T. Rowe Price New Era Fund, Inc., also
reported beneficial ownership of 829,434 common shares as of that
date.  A full-text copy of the regulatory filing is available at:

                     https://is.gd/AgsBj5

                  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.


CONNTECH PRODUCTS: TD Bank to be Paid from Asset Sale Proceeds
--------------------------------------------------------------
Conntech Products Corp. filed with the U.S. Bankruptcy Court for
the District of Connecticut its second amended disclosure statement
and accompanying plan of reorganization.

Under the Plan, the allowed secured claims of Class 2 - TD Bank,
N.A. (totaling $2,533,623.57), and Class 3 - TD Bank, N.A.
(totaling $1,176,537.17) will be paid from the proceeds of the
asset sale.  Classes 2 and 3 are impaired by the Plan.

The Class 2 claim of TD for Loan 1, which matures on Jan. 12, 2023,
and Class 3 claim of TD for Loan 2, which matures on Feb. 15, 2016,
both secured by all of the Debtor's assets, will only receive the
proceeds from the asset sale toward its claim and the proceeds from
the sale of 248 Sandbank Road, Cheshire, Connecticut, which is
$315,000 less the customary adjustments as are more particularly
identified in the court order authorizing the sale.  The Debtor
made payments toward Loans 1 and 2 during the pendency of the
Chapter 11 case.  As of Feb. 7, 2017, the balance of principal and
interest after application of all payments received for Loan 1 was
$2,127,481.96, while payments received for Loan 2 was $309,508.90.

Class 9 Allowed General Unsecured Claims total $408,912.18 and
holders of these claims will receive a pro rata distribution of
their allowed claim through the Plan.

The Debtor is no longer operating and does not have a stream of
income to fund a plan of reorganization other than the funds that
TD Bank, N.A., agreed to provide as part of the carve out.  TD Bank
has agreed to a carve out of $250,000.  Those funds will provide
for payment of the administrative claims, priority claims, and
$45,000.10 for distribution to the general unsecured claim holders
pursuant to an agreement reached between TD Bank and the counsel
for the official committee of unsecured creditors.  If there was no
care out by TD Bank, there would not be any funds available for
unsecured creditors as TD Bank holds a secured claim against the
Debtor, through the two loans that total approximately $3.70
million, prior to the application of any payments made during the
pendency of this case.  There is no alternative to the Plan that
will provide any funds to unsecured creditors.  

The Second Amended Disclosure Statement is available at:

           http://bankrupt.com/misc/ctb15-30397-346.pdf

As reported by the Troubled Company Reporter on Jan. 10, 2017, the
Debtor filed with the Court its first amended disclosure statement
and accompanying plan of reorganization, which provided for payment
in full to all secured and priority creditors, as well as a partial
distribution to the general unsecured class.  Class 9 Allowed
General Unsecured Claims -- totaling $406,474 -- is impaired under
the Plan.  Holders would receive a pro rata distribution of their
allowed claim through that plan.  The approximate total of the
claims in this class is $406,474.

                 About ConnTech Products Corporation  

ConnTech Products Corporation originally commenced its business
operations in Oct. 30, 1973.  It provided manufacturing and
machined components for products in the medical, military,
aerospace, firearms and commercial industries.  The Debtor's
involvement with customers ranged from design, development,
engineering, machining of parts and assembly of finished products.
The Debtor operated for years out of its facility located at 248
Sandbank road, Cheshire, Connecticut.  In 2011, the Debtor was
contacted by Colt Manufacturing to produce certain components for
its firearm business.  The Debtor needed to expand its
manufacturing and business operations in its present location.  The
initial Colt contract was for approximately $3.5 million a year.
Expansion was funded by loans from TD Bank, N.A.  In December 2014,
Colt Manufacturing ceased its business relationship with the
Debtor.

The Debtor filed a voluntary Chapter 11 petition (Bankr. D. Conn.
Case No. 15-30397) on March 19, 2015.  The petition was signed by
Mark S. Fenney, president.  The Hon. Julie A. Manning oversees the
case.

Neil Crane, Esq., at the Law Offices of Neil Crane, LLC, serves as
counsel to the Debtor.  The Debtor estimated assets of $1 million
to $10 million and liabilities of $500,000 to $1 million.


COSI INC: Hikes Interim CEO's Salary to $25,000 Per Month
---------------------------------------------------------
Cosi, Inc., entered into an amendment to the engagement letter
dated Sept. 27, 2016, with The O'Connor Group, Inc., regarding the
engagement of TOG, specifically Mr. Edward Schatz, by the Company.

As disclosed in the Current Report on Form 8-K filed Feb. 6, 2017,
in addition to serving as the acting CFO of the Company's
bankruptcy estates, Mr. Schatz has been appointed and agreed to
serve, as the acting CEO of the Company, effective as of Jan. 6,
2017, and continuing until the effective date of the Company's plan
of reorganization.  The Amendment memorializes the adjusted terms
of TOG's and Mr. Schatz' engagement, subject to approval of the
Bankruptcy Court, as disclosed in the Current Report on Form 8-K
filed Feb. 7, 2017.

For his services as acting CEO of the Company, while continuing to
serve as acting CFO of the Company, the Company agrees to increase
Mr. Schatz's compensation under the Agreement to a flat fee of
$25,000 per month, effective on the date of his appointment,
subject to approval of the Bankruptcy Court.    While serving as
acting CEO of the Company, Mr. Schatz will report to the Company's
board of directors.

                        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.


COSI INC: Signs Contractor Agreement with Acting CFO
----------------------------------------------------
Cosi, Inc., entered into an independent contractor agreement with
Chad Fitzhugh, effective as of Dec. 20, 2016, to serve as the
Company's acting chief financial officer of Company operations,
effective as of Dec. 20, 2016, and memorializing the terms of his
engagement, as disclosed in the Current Report on Form 8-K filed
Dec. 28, 2016.

                       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.


CRISTALEX INC: Wants Plan Filing Period Extended to May 3
---------------------------------------------------------
Cristalex, Inc., Felix V. Rolon Latorre, and Marta L. Pagan Batista
ask the U.S. Bankruptcy Court for the District of Puerto Rico to
extend their exclusive periods for filing a disclosure statement
and plan of reorganization through May 3, 2017.

The Debtors also ask the Court to extend their exclusive period to
secure the votes to confirm their plan of reorganization to 60 days
after the Order granting the approval of the disclosure statement
is entered.

Absent an extension, Cristalex's exclusive period to file its
disclosure statement and plan of reorganization would have expired
on February 7, 2017.  The Individual Debtors' period to file their
disclosure statement and plan of reorganization is set to expire on
March 29, 2017.

The Debtors relate that in Cristalex's case, the deadline for all
creditors to file their claims was on December 19, 2016, and the
deadline for government entities to file their claims was on
February 8, 2017.  The Debtors further relate that in the Indvidual
Debtors' case, the deadline for all creditors to file their claims
was on February 6, 2017, and the deadline for government entities
is on April 3, 2017.

The Debtors contend that it is indispensable for them to be able to
reconcile all claims in order to propose a complete, viable and
effective plan that account for all claims.  The Debtors further
contend that they are in the process of conducting negotiations
with key creditors that are necessary in order to propose the
plan.

The Debtors tell the Court that due to the need of reconciling all
timely filed claims and concluding negotiations with creditors,
Debtors are not in a position at this juncture to file its
Disclosure Statement and Plan of Reorganization.

              About Cristalex, Inc.

Cristalex, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.P.R. Case No. 16-06385) on August 11,
2016. The petition was signed by Marta Pagan Batista, president.
The Debtor is represented by Myrna L. Ruiz-Olmo, Esq., at MRO
Attorneys at Law, LLC.  At the time of the filing, the Debtor
estimated assets at $100,001 to $500,000 and liabilities at
$500,001 to $1 million.

The Debtor engaged Falcon-Sanchez & Associates, PSC as accountant.



D.J. SIMMONS: Hires Chandler & Company as Accountants
-----------------------------------------------------
D.J. Simmons Company Limited Partnership, et al., seek authority
from the U.S. Bankruptcy Court for the District of Colorado to
employ Chandler & Company as accountant to the Debtor.

D.J. Simmons requires Chandler & Company LLP to provide tax and
accounting consultation, including the preparation and filing of
federal and state income tax returns and other requisite documents
on behalf of the Debtors.

Chandler & Company LLP will be paid at the hourly rate of
$80-$270.

Chandler & Company LLP will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Ethan J. Birnberg, a member of Chandler & Company 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 (a) are not
creditors, equity security holders or insiders of the Debtor; (b)
have not been, within two years before the date of the filing of
the Debtor's chapter 11 petition, directors, officers or employees
of the Debtor; and (c) do not have an interest materially adverse
to the interest of the estate or of any class of creditors or
equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtor, or
for any other reason.

Chandler & Company LLP can be reached at:

     Ethan J. Birnberg
     CHANDLER & COMPANY LLP
     600 17 th Street, Suite 1800 South
     Denver, CO, 80202-5441
     Tel: (303) 573-5990
     Faxs: (303) 573-1956
     E-mail: ebirnberg@linquist.com

              About D.J. Simmons Company Limited Partnership

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

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

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

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

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


D.L.A. OWNERSHIP: Hires Feinsilver as Counsel
---------------------------------------------
D.L.A. Ownership Corp., seeks authority from the U.S. Bankruptcy
Court for the Eastern District of New York to employ the Law Office
of Richard S. Feinsilver as counsel to the Debtor.

D.L.A. Ownership requires Feinsilver to:

   (a) prepare and file the Chapter 11 petition, schedules and
       statements;

   (b) negotiate with creditors, as required;

   (c) attend at all Section 341(a) meetings with creditors and
       the U.S. Trustee;

   (d) prepare the Plan, Disclosure Statement and all
       amendments to same, as required;

   (e) attend at all hearings, including hearings on status,
       disclosure statement and confirmation;

   (f) review monthly financial statements status conferences
       with client, as required; and

   (g) attend post confirmation conferences with the U.S. Trustee
and
       creditors, if required.

Feinsilver will be paid at the hourly rate of $350.

Feinsilver will be paid a retainer in the amount of $7,500, plus
filing fee of $1,717.

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

Richard S. Feinsilver, member of the Law Office of Richard S.
Feinsilver, 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.

Feinsilver can be reached at:

     Richard S. Feinsilver, Esq.
     LAW OFFICE OF RICHARD S. FEINSILVER
     One Old Country Road, Suite 125
     Carle Place, NY 11514
     Tel: (516) 873-6330

              About D.L.A. Ownership Corp.

D.L.A. Ownership Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 16-75818) on December 14,
2016. The petition was signed by Michael N. Alexander, president.

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



DAVID'S BRIDAL: Bank Debt Trades at 15% Off
-------------------------------------------
Participations in a syndicated loan under David's Bridal Inc. is a
borrower traded in the secondary market at 85.21
cents-on-the-dollar during the week ended Friday, Feb. 3, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.86 percentage points from the
previous week.  David's Bridal pays 375 basis points above LIBOR to
borrow under the $0.52 billion facility. The bank loan matures on
Oct. 11, 2019 and carries Moody's B3 rating and Standard & Poor's
B- rating.  The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Feb. 3.


DEPENDABLE AUTO: Can Get ADESA DIP Loan on Final Basis
------------------------------------------------------
Judge Barbara J. Houser of the U.S. Bankruptcy Court for the
Northern District of Texas authorized Dependable Auto Shippers,
Inc. and its affiliated Debtors to use cash collateral and obtain
post-petition financing from ADESA, Inc. on a final basis.

The Debtors owe ADESA $1,070,960, plus interest, fees and expenses
pursuant to a pre-petition Credit Agreement.  The Debt was secured
by a first priority security interest in all of the Debtors'
assets.

The Debtors also owe ADESA the current aggregate outstanding
principal amount of $6,076,478, plus interest, fees and expenses,
pursuant to the purchase by ADESA of all of the interest of
Independent Bankers Capital Fund II, L.P. and Paragon Mezzanine
Finance Group, LLC in a certain Securities Purchase Agreement.  The
debt was originally secured by certain assets and shares of capital
stock of Dependable Auto Shippers.  Dependable Auto Shippers
repurchased all shares of capital stock of Dependable Auto Shippers
pursuant to a Securities Repurchase Agreement between the Assignors
and Dependable Auto Shippers on December 19, 2016, and
consequently, the Paragon Pre-Petition Collateral no longer
includes any equity interests in Dependable Auto Shippers.

The Debtors contended that ADESA is a valid and perfected
pre-petition, first priority secured creditor in all of their
assets.  

ADESA was granted replacement security interests in and liens upon
all post-petition collateral to the same extent, validity, and
priority as the security interests held by ADESA in the
Pre-Petition Collateral as of the Petition Date, subject to the
Carve-Out.  ADESA was also granted a super priority administrative
expense claim, which will be payable from all pre-petition and
post-petition property of the Debtors and their estates and their
proceeds.

The Debtors were authorized to obtain a debtor-in-possession
revolving credit facility in an aggregate basis of no more than
$2.6 million.

The Debtors were authorized to incur the obligations under the DIP
Credit Agreement solely:

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

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

     (3) to pay the interest as contemplated by the DIP Credit
Agreement.   

The obligations under the DIP Credit Agreement will bear interest
at 12% per annum, and will mature in full upon the occurrence of a
Termination Event.

The Obligations were granted superpriority administrative expense
status, with priority over all costs and expenses of administration
of the Chapter 11 case that are incurred under any provision of the
Bankruptcy Code, subject to the Carve-Out.  ADESA was granted liens
on the collateral on a post-petition basis to secure the
Obligations, that are first priority senior secured liens.

The Debtors were directed to comply with the following milestones:

     (a) Debtors will have filed with the Court a plan of
reorganization in form and substance acceptable to ADESA that gives
effect to the terms of the Court's Final Order and the DIP Credit
Agreement and a disclosure statement in form and substance
acceptable to ADESA, on or before January 27, 2017.

     (b) Either the Disclosure Statement will have been approved by
the Court, or, in the alternative Debtors' will have filed a motion
to effectuate the sale process for all or substantially all of
Debtors' assets on terms acceptable to ADESA pursuant to Bankruptcy
Code Section 363, in either case on or before March 10, 2017.

     (c) Either the Plan will have been confirmed by the Court or,
in the alternative, an Order approving the 363 Sale will have been
entered by the Court on or before April 21, 2017.

     (d) The effective date of the Plan or the closing of a 363
Sale will have occurred on or before May 6, 2017.

The Carve-Out consists of:

     (a) all fees required to be paid to the Clerk of the Court and
to the United States Trustee, plus interest; and

     (b) all accrued and unpaid fees, disbursements, costs and
expenses of professionals or professional firms retained by the
Debtors and any Committee formed in the Chapter 11 Case accrued or
incurred at any time before or on the date and time of the delivery
by ADESA of a Carve-Out Trigger Notice, whether allowed by the
Court prior to or after delivery of a Carve-Out Trigger Notice,
plus fees, costs, and expenses incurred by the aforementioned
professionals after the date of the Carve-Out Trigger Notice in an
amount not to exceed $50,000 in the aggregate.

A full-text copy of the Final Order, dated February 6, 2017, is
available at
http://bankrupt.com/misc/DependableAuto2016_1634855bjh11_109.pdf

            About Dependable Auto Shippers, Inc.

Dependable Auto Shippers, Inc.'s history dates back to 1954 when
Sam London formed Dependable Car Travel Services in the heart of
New York City.  In 1990, DAS became a full-service vehicle
transportation carrier, and over the years, grew into a fleet of
auto carriers, created a network of more than 97 storage facilities
and created a proprietary web presence.  In 2004, DAS' transport
fleet peaked at 122 trucks.

Dependable Auto Shippers, Inc., and related entities DAS Global
Services, Inc., and DAS Government Services, LLC filed chapter 11
petitions (Bankr. N.D. Tex. Case Nos. 16-34855-11, 16-34857-11, and
16-34858-11) on Dec. 21, 2016.

The Debtors are represented by D. Michael Lynn, Esq., John Y.
Bonds, III, Esq., and Joshua N. Eppich, Esq., at Bonds Ellis Eppich
Schafer Jones LLP.



DEXTERA SURGICAL: Reports Fiscal 2017 Q2 Financial Results
----------------------------------------------------------
Dextera Surgical Inc. announced financial results for its fiscal
second quarter and six months ended Dec. 31, 2016.  Management will
hold a conference call at 4:30 p.m. Eastern Time to discuss
financial results and provide an update on the Company's business.

"As we begin to extend our commercial reach, we are pleased to see
increasing demand for the MicroCutter 5/80 surgical stapler, both
in Europe and the United States," said Julian Nikolchev, president
and CEO of Dextera Surgical Inc.  "Adding sales staff in the U.S.
and initiating sales in Spain in partnership with B. Braun Surgical
S.A. will further raise visibility of the MicroCutter 5/80.  In
addition, we have expanded our efforts to explore opportunities to
raise additional capital through strategic relationships or other
means."

Recent Highlights and Accomplishments:

  * The MicroCutter 5/80 was highlighted as a tool to help enable
    less invasive lung surgery procedures at the Society of
    Thoracic Surgeons 2017 annual meeting in January.  Joel
    Dunning, M.D., thoracic surgeon at James Cook University
    Hospital in the UK, demonstrated how the MicroCutter 5/80
    helps enable both the subxiphoid and subcostal uniportal
    lobectomy procedures as well as a new procedure called the
    microlobectomy.
   
  * Also, at the Society of Thoracic Surgeons 2017 annual meeting,
    Husam Balkhy, M.D., director, minimally invasive and robotic  
    cardiac surgery at the University of Chicago Medicine,
    presented his experience with Dextera Surgical's C-Port Distal

    Anastomosis System at the CABG "How To" Video Session.  Dr.
    Balkhy has completed over 500 Totally Endoscopic Coronary
    Artery Bypass (TECAB) procedures with Dextera Surgical's C-
    Port Flex-A system and Intuitive Surgical's da Vinci Surgical
    System.  These TECAB surgeries are done on a beating heart
    without a sternotomy and are much less invasive than typical
    CABG surgeries.
   
  * Dextera Surgical added two new U.S.-based sales support staff
    as part of our plan to expand commercial presence by adding
    two to three sales support staff per quarter.

   * Continued the co-development program with Intuitive Surgical
     to develop a surgical stapler and cartridge for use with
     Intuitive's da Vinci Surgical System.

   * Enrolled additional patients and added new sites for the
     MicroCutter-Assisted Thoracic Surgery Hemostasis (MATCH)
     post-market surveillance registry to evaluate the hemostasis
     and ease-of-use for the MicroCutter 5/80.  This is a
     prospective, open-label, multi-center registry.  Dextera
     Surgical expects to enroll up to 120 patients requiring  
     surgical stapling during a lobectomy or segmentectomy at
     leading centers in the U.S. and Europe.

   * Engaged JMP Securities LLC to explore a full range of
     strategic alternatives including a possible sale of the
     company.  

        Fiscal 2017 Second Quarter and First Six Months
          Ended December 31, 2016, Financial Results

Total revenue was approximately $0.8 million for the fiscal 2017
second quarter compared with $0.7 million for the fiscal 2016
second quarter.  Total product sales were $0.7 million for both the
fiscal 2017 and fiscal 2016 second quarters.  MicroCutter sales
were approximately $284,000 in the fiscal 2017 second quarter
compared to $108,000 in the comparable quarter last year and
$56,000 in the first quarter of this fiscal year, demonstrating
positive uptake and in line with the forecast in our corporate
update press release on Jan. 5, 2017.  Total license and royalty
revenue for the fiscal 2017 second quarter was $104,000 compared
with $17,000 in royalty revenue for the fiscal 2016 second
quarter.

Total operating costs and expenses for the fiscal 2017 second
quarter were $4.3 million, compared with $4.7 million for the same
period of fiscal 2016.  Cost of product sales was approximately
$0.9 million for both the fiscal 2017 and fiscal 2016 second
quarters.  Research and development expenses were $1.4 million for
the fiscal 2017 second quarter, compared with $1.6 million for the
fiscal 2016 second quarter.  Selling, general and administrative
expenses were $2.0 million for the fiscal 2017 second quarter,
compared with $2.2 million for the fiscal 2016 second quarter.

The net loss for the fiscal 2017 second quarter was approximately
$3.6 million, or $0.41 per share, compared with a net loss of
approximately $4.1 million, or $0.46 per share, for the fiscal 2016
second quarter.

Cash, cash equivalents and investments as of Dec. 31, 2016, were
approximately $5.8 million, compared with approximately $9.0
million at Sept. 30, 2016.  As of Dec. 31, 2016, there were
approximately 8.9 million shares of common stock outstanding and
191,474 shares of Series A convertible preferred stock
outstanding.

                       Milestones

Management's key objectives in the near term:

  * Demonstrate clinical adoption of the MicroCutter 5/80 for
    Video-Assisted Thoracic Surgery (VATS) by 15 key opinion
    leaders (KOLs) in the U.S. and 15 KOLs in the EU in the
    current quarter;
  
  * Expand the number of reordering surgeons to 75 in the second
    quarter of calendar 2017;
  
  * Complete enrollment of patients in the MATCH Registry Trial in

    the second quarter of calendar 2017;
  
  * Demonstrate success in Spain with the B. Braun collaboration
    throughout calendar 2017;
  
  * Optimize supply chain and establish production capacity of 120
    MicroCutters per week by the end of the current quarter;

  * Continue advancement of co-development project with Intuitive

    Surgical to develop new robotic stapler based on MicroCutter
    technology;
   
  * Explore a full range of financing and strategic alternatives,
    including a possible sale of the company; and
   
  * Establish Dextera Surgical's product pipeline, including final
    design of the next generation MicroCutter to expand use and
    achieve cost goals in calendar 2017.

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

                   https://is.gd/eog5SB

                About Dextera Surgical Inc.

Dextera Surgical Inc., formerly Cardica, Inc., is focused on the
commercialization and development of microcutter product line
intended for use by surgeons.  The Company is engaged in
commercializing and developing MicroCutter XCHANGE 30 based on its
staple-on-a-strip technology for use by thoracic, pediatric,
bariatric, colorectal and general surgeons.  Its MicroCutter
XCHANGE 30 is a cartridge based microcutter device with around five
millimeter shaft diameter and around 30 millimeter staple line
cleared for use in the United States for specific indications for
use, and in the European Union for a range of indications for use.

Dextera reported a net loss of $15.98 million in 2015, a net loss
of $19.18 million in 2014 and a net loss of $16.96 million in
2013.  As of Sept. 30, 2016, Dextera had $12.06 million in total
assets, $8.43 million in total liabilities and $3.62 million in
total stockholders' equity.

BDO USA, LLP, in San Jose, California, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has suffered recurring
losses from operations that raise substantial doubt about its
ability to continue as a going concern.


DIRECT MEDIA: Can Continue Using Cash Collateral Until Feb. 10
--------------------------------------------------------------
Judge Timothy A. Barnes of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Direct Media Power, Inc.,
to use cash collateral on an interim basis through February 10,
2017.

The approved Budget covers the period from November 28, 2016
through January 15, 2017, and provided for total expenses in the
amount of $238,460.

Judge Barnes prohibited the Debtor from using any of the other
Direct Media Power, Inc. DMP, Teleservices and Teldebt Solutions,
Inc. bank accounts for any purpose.  He further prohibited the
Debtor from making any transfers to affiliate companies owned in
whole or in party by Dean Tucci, including but not limited to: Dang
Enterprises LLC, Federal Tax Relief, and Teldebt Solutions, Inc.

A full-text copy of the Interim Order, entered on February 7, 2017,
is available at https://is.gd/wzp1gW

              About Direct Media Power

Established in 2010 and located Wood Dale, Illinois, Direct Media
Power, Inc., also known as DMP Teleservices, Inc., is a large
privately owned liquidator of unsold prime commercial radio airtime
nationwide.

Direct Media Power sought Chapter 11 protection (Bankr. N.D. Ill.
Case No. 16-36934) on Nov. 21, 2016.  The petition was signed by
Dean Tucci, president.  Judge Timothy A. Barnes is assigned to the
case.  At the time of filing, the Debtor estimated assets of
$100,000 to $500,000 and debt of $1 million to $10 million.

Initially, the Debtor was represented by Adam S. Tracy, Esq., at
The Tracy Firm, Ltd.  The Debtor hired Neal L. Wolf, Esq. and Paul
H. Deese, Esq., at Tetzlaff Law Offices, LLC to replace its former
counsel.


DIRECTBUY HOLDINGS: Needs Until May 30 to File Chapter 11 Plan
--------------------------------------------------------------
DirectBuy Holdings Inc. and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware to extend by 90 days
the exclusive periods during which only the Debtors may file and
solicit acceptances of a chapter 11 plan, or until May 30, 2017 and
August 1, 2017, respectively.

The Debtors relate that on the Petition Date they have sought the
Court's approval of the sale of substantially all of their assets
to Derby SPV, Inc., or to the bidder with the highest and best bid
at the auction. Since the Petition Date, the Debtors and their
professionals devoted significant time on the Sale Transaction,
including facilitating due diligence, management meetings,
travelling to Canada, and negotiations with potential bidders.

Subsequently, the Court approved the "Stalking Horse" Asset
Purchase Agreement as well as the procedures in connection with the
Sale Transaction. A hearing to approve the Sale Transaction
originally was scheduled for January 24, 2017. However, the
Debtors, in consultation with their advisors and other parties in
interest, extended the bid deadline and adjourned the auction and
sale hearing to afford potential bidders additional time to
complete their due diligence and submit a conforming bid.

The sale hearing is now scheduled for February 13, 2017, and the
Debtors reasonably expect to close on the Sale Transaction by the
end of February 2017.

A hearing will be held on March 3, 2017 at 10:00 a.m. to consider
the Debtor's exclusivity extension request. Any objections are due
by February 24, 2017.

                    About DirectBuy Holdings

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

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

Judge Christopher S. Sontchi has been assigned the cases.

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

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

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


EAGLE HARBOR: Northwater to Sell Patents on February 20
-------------------------------------------------------
Secured creditor Northwater Intellectual Property Fund L.P. 2 will
sell certain assets of Eagle Harbor Holdings LLC including without
limitation certain assets covering areas including infotainment,
bluetooth, applications, self-driving vehicles, driver assistance,
the AUTOSAR standard, the WAVE standard, smart maps & navigation,
collision avoidance, sensor fusion, sensor alignment & situational
awareness.  A web link to the online patents listing can be found
here http://bit.ly/2kolaly

The details of the sale are as follows:

Date: Feb. 20, 2017
Time: 11:00 a.m.
Place: Perkins Coie LLP
       1201 Third Avenue, 49th floor
       Seattle, WA 98101

Eagle Harbor Holdings LLC -- http://www.ehhllc.com-- develops
patented technologies and spin them out as operating entities, or
sell or license patents.


EAST BAY: Wants Court Approval for Wells Fargo Cash Collateral Use
------------------------------------------------------------------
East Bay Dry Cleaners, Inc. asks the U.S. Bankruptcy Court for the
Middle District of Florida for authorization to use cash
collateral.

Wells Fargo Credit Management Group asserts that it has a secured
claim by virtue of a first lien on all assets of the estate.
Michael and Gail Shapiro assert that they have a secured claim by
virtue of a second lien on all assets of the estate.

The Debtor's Schedules show that Wells Fargo is owed approximately
$1,000,000.

The Debtor contends that it needs to use its cash, deposits, and
accounts receivable to continue its business operations and to
reorganize.  The Debtor further contends that if it is not allowed
to use cash collateral, it will be unable to operate and its
reorganization would be seriously jeopardized.

The Debtor proposes to maintain the level of cash collateral that
it had on the Petition Date with a variance of 10% of that level,
as adequate protection.  The Debtor further proposes to continue
the pre-petition liens to the extent that they existed on the
Petition Date, as well as grant post-petition replacement liens to
the same extent and priority in post-petition assets of the same
kind and type.

A full-text copy of the Debtor's Motion, dated February 6, 2017, is
available at
http://bankrupt.com/misc/EastBay2017_817bk00557krm_21.pdf

Wells Fargo Credit Management Group can be reached at:

          WELLS FARGO
          CREDIT MANAGEMENT GROUP
          Mail Code A1792-018
          1620 E Roseville Pkwy., #100
          Roseville, CA 95661-3303

Wells Fargo Bank, N.A. is represented by:

          Stephanie C. Lieb, Esq.
          TRENAM LAW
          101 E. Kennedy Blvd., Suite 2700
          Tampa, FL 33602-5150

Mike Shapiro can be reached at:

          MIKE SHAPIRO
          11716 Harbor Side Circle
          Saint Petersburg, FL 33733

             About East Bay Dry Cleaners, Inc.

East Bay Dry Cleaners, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M. D. Fla. Case No. 17-00557) on
January 24, 2017.  The petition was signed by Howard Wolfson,
president.  The Debtor is represented by David W. Steen, Esq., at
David W. Steen, P.A.  At the time of the filing, the Debtor
estimated assets at $100,000 to $500,000 and liabilities at $1
million to $10 million.



EAST COAST FOODS: Trustee Taps Landegger Baron as Labor Counsel
---------------------------------------------------------------
Bradley D. Sharp, the Chapter 11 Trustee of East Coast Foods, Inc.
seeks authorization from the U.S. Bankruptcy Court for the Central
District of California to employ Landegger Baron Law Group, ALC as
the Trustee's labor and employment counsel, effective January 1,
2017.

The Trustee requires Landegger Baron to advise him generally
concerning:

   (a) daily employment issues, including hiring, firing,
       promotion, training, and compensation benefits, among
       other;

   (b) employment regulations and labor laws;

   (c) defending the Debtor against labor and employment related
       litigation; and

   (d) other matters related to human resources and/or labor and
       employment issues.

Landegger Baron will be paid at these hourly rates:

       Alfred J. Landegger             $380
       Partners/Sr. Associates         $380
       Associates                      $340
       Paralegals                      $125

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

Alfred Landegger, partner of Landegger Baron, 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.

Landegger Baron can be reached at:

       Alfred Landegger, Esq.
       LANDEGGER BARON LAW GROUP, ALC
       15760 Ventura Blvd., Suite 1200
       Encino, CA 91436
       Tel: (818) 986-7561
       Fax: (818) 986-5147

                      About East Coast Foods

East Coast Foods Inc., a California corporation, is the owner and
operator of four Roscoe' Chicken N' Waffles restaurants in Los
Angeles area.  East Coast Foods sought protection under Chapter 11
of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-13852) on
March 25, 2016.  The petition was signed by Herbert Hudson,
president.

The Debtor is represented by Vakhe Khodzhayan, Esq., at KG Law,
APC. The case is assigned to Judge Sheri Bluebond.

The Debtor estimated assets of $0 to $50,000 and debts of $10
million to $50 million.

The Office of the U.S. Trustee on April 29 appointed five
creditors
of East Coast Foods, Inc., to serve on the official committee of
unsecured creditors.

Bradley D. Sharp was appointed Chapter 11 trustee of the Debtor's
estate on September 28, 2016.


EAST COAST FOODS: Trustee Taps Swicker & Associates as Tax Advisor
------------------------------------------------------------------
Bradley D. Sharp, the Chapter 11 Trustee of East Coast Foods, Inc.
seeks authorization from the U.S. Bankruptcy Court for the Central
District of California to employ Swicker & Associates Accountancy
Corporation as his tax advisor, effective December 15, 2016.

The Trustee seeks to retain Swicker & Associates to assist him in
preparing tax returns, advise him regarding certain tax credits
taken by the Debtor and analyze tax ramifications of the Debtor's
activities.

The Trustee requires Swicker & Associates to:

   (a) evaluate and analyze prior tax returns;

   (b) evaluate and analyze tax ramifications of various
       activities by the Debtor;

   (c) analyze and advise the Trustee about tax credits asserted
       by the Debtor, including valuable but uncertain Enterprise
       Employment Tax Credits;

   (d) prepare missing tax returns and/or amend prior tax returns;

   (e) communicate and comply with the IRS' requests; and

   (f) perform other tax advice and preparation services as
       required by the Trustee.

Swicker & Associates will be paid at these hourly rates:

       A. Swicker             $460
       P. Kwok                $360
       H. Sun                 $160
       H. Murtuza             $90

Swicker & Associates will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Arthur Swicker, partner of Swicker & Associates, 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.

Swicker & Associates can be reached at:

       Arthur Swicker
       SWICKER & ASSOCIATES ACCOUNTANCY CORP.
       11620 Wilshire Blvd., Suite 470
       Los Angeles, CA 90025
       Tel: (818) 343-6400
       Fax: (818) 343-5678
   
                     About East Coast Foods

East Coast Foods Inc., a California corporation, is the owner and
operator of four Roscoe' Chicken N' Waffles restaurants in Los
Angeles area.  East Coast Foods sought protection under Chapter 11
of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-13852) on
March 25, 2016.  The petition was signed by Herbert Hudson,
president.

The Debtor is represented by Vakhe Khodzhayan, Esq., at KG Law,
APC. The case is assigned to Judge Sheri Bluebond.

The Debtor estimated assets of $0 to $50,000 and debts of $10
million to $50 million.

The Office of the U.S. Trustee on April 29, 2016, appointed five
creditors of East Coast Foods, Inc., to serve on the official
committee of unsecured creditors.

Bradley D. Sharp was appointed Chapter 11 trustee of the Debtor's
estate on September 28, 2016.


EASTERN OUTFITTERS: Feb. 15 Meeting Set to Form Creditors' Panel
----------------------------------------------------------------
Andy Vara, United States Trustee for Region 3, will hold an
organizational meeting on Feb. 15, 2017, at 10:00 a.m. in the
bankruptcy case of Eastern Outfitters, Inc.

The meeting will be held at:

               Sheraton Suites
               422 Delaware Avenue
               Wilmington, DE 19801

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

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

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

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

As reported in the Troubled Company Reporter-Latin America on  Feb.
8, 2017, Eastern Outfitters, LLC, the holding company of outdoor
sports apparel and equipment retailers Bob's Stores and Eastern
Mountain Sports, has filed for bankruptcy protection with plans to
sell the assets to SportsDirect.com Retail Ltd. as a going
concern.



ECOARK HOLDINGS: Nepsis Capital Owns 15% Equity Stake as of Feb. 6
------------------------------------------------------------------
In a regulatory filing with the Securities and Exchange Commission,
Nepsis Capital Management, Inc. reported that as of
Feb. 6, 2017, it beneficially owns 5,519,464 common shares of
Ecoark Holdings, Inc. representing 15.01 percent of the shares
outstanding.  A full-text copy of the regulatory filing is
available for free at https://is.gd/UTCjos

                      About Ecoark Holdings

Ecoark Holdings, Inc., is a technology solutions company.  The
Company offers technologies to fight waste in operations,
logistics, and supply chains worldwide.  It provides pallet-level
time and temperature tracking, pre-cool prioritization and
monitoring, pallet routing, real-time in-transit monitoring, remote
visibility, and quality management solutions.  The Company also
offers Point Clouds, which creates two dimensional (2d) and three
dimensional (3d) digital replications; High definition (HD) photos,
a 360 degree rotational bubble image from various project
perspectives; 2d Plans that plan and elevates views in CAD/PDF; and
3d models, such as Revit, CAD, Cyclone, 3dS, and others; as well as
provides training and consultation services on laser scan and/or
creates 2d as-builts or 3d models.

For the six months ended June 30, 2016, Ecoark reported a net loss
of $8.09 million following a net loss of $5.23 million for the six
months ended June 30, 2015.

As of Sept. 30, 2016, Ecoark had $20.48 million in total assets,
$10.75 million in total liabilities and $9.72 million in total
stokholders' equity.

"The Company raised $17,320 of additional capital, net of expenses,
in a private placement subsequent to the reverse merger transaction
on March 24, 2016...  The Company's ability to raise additional
capital through future equity and debt securities issuances is
unknown.  Obtaining additional financing, the successful
development of the Company's contemplated plan of operations,
ultimately, to profitable operations are necessary for the Company
to continue operations.  The ability to successfully resolve these
factors raises 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.


EM LODGINGS: Seeks Interim Approval to Use Cash Collateral
----------------------------------------------------------
EM Lodgings L.L.C. dba Fairfield Inn & Suites East Peoria asks the
U.S. Bankruptcy Court for the Central District of Illinois that it
be allowed to use cash collateral.

The Debtor requests the Court's authorization to use cash
collateral in order to pay its actual and necessary costs and
expenses incurred in the ordinary course of its business.  The
Debtor tells the Court that it is essential that it be allowed to
use cash collateral in order to continue its business operations
and maintain its real property during these bankruptcy proceedings.


The Debtor operates a hotel, which is currently a Marriott
franchised Fairfield Inn and Suites.  The proposed Budget for the
Year 2017 projects total operating expenses in the amount of
$672,289.

The Debtor believes that its primary secured lender, National
Cooperative Bank, N.A., holds a security interest in certain
personal property of the Debtor, and may claim security interest in
its deposit accounts and receivables.

The Debtor proposes to grant National Cooperative Bank a
post-petition lien to replace the loss of any pre-petition
receivables and a lien against the Debtor-In-Possession deposit
accounts.

A full-text copy of the Debtor's Motion, dated February 7, 2017, is
available at https://is.gd/ftgkhq

                 About EM Lodgings L.L.C.

EM Lodgings L.L.C. dba Fairfield Inn & Suites East Peoria filed a
Chapter 11 petition (Bankr. C.D. Ill. Case No. 17-80150), on
February 6, 2017.  The Petition was signed by Gary E. Matthews,
manager.  The case is assigned to Judge Thomas L. Perkins.  The
Debtor is represented by Sumner Bourne, Esq., at Rafool, Bourne &
Shelby, P.C.  At the time of filing, the Debtor had both assets and
liabilities estimated at $1 million to $10 million each.


EMERALD ACQUISITION: Moody's Affirms Ba2 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 corporate family
rating (CFR) to the recently formed holding company, Emerald
Acquisition Limited following an announced $200 million add-on to
its current outstanding $647 million senior term loan. Moody's has
also affirmed the Ba2-PD probability of default rating (PDR). The
reason for increasing the loan is to pay dividends to the equity
owners.

Concurrently, Moody's has affirmed Ba2 ratings to the upsized, $847
million 7-year senior secured term loan and a $50 million revolving
credit facility issued by co-borrowers Russell Investments US
Institutional Holdco, Inc. and Russell Investments US Retail
Holdco, Inc. The credit facilities were used to partially finance
the $1 billion buyout of Russell Investments by two private equity
sponsors -- TA Associates and Reverence Capital Partners -- from
the London Stock Exchange Group (LSEG) in June 2016. The outlook on
all ratings remain stable.

The incremental debt issuance is expected to have a marginal impact
on Russell Investment's credit profile as the impact of the
increase in leverage will be partially offset by positive earnings
momentum resulting from the company's cost-reduction efforts.
Furthermore, the company's leverage ratio may decline further
should management meet its expense management goals in 2017.

RATINGS RATIONALE

The Ba2 corporate family rating reflects Russell Investment's solid
position in the large and growing outsourced chief investment
officer ("OCIO") market segment and its established position as a
multi-asset solutions provider for institutional and retail
clients. The rating is also supported by solid cash flow generation
driven by consistently high asset retention rates and the company's
broad geographic footprint. However, these strengths are offset by
high leverage, low profitability and increasingly aggressive
financial policies. Russell's recent loss of OCIO market share and
minimal growth in outsourcing in recent years is a concern and
Moody's believes can't be fully explained by the publicity related
to the sales process last year. While industry fundamentals point
to favorable growth dynamics from increasing investment
outsourcing, Moody's believes Russell Investment's growth
trajectory may continue to be challenged by the increasingly
competitive dynamics in the OCIO market. These challenges have
contributed to net outflows in recent years and Moody's expects
this headwind may remain over the near to medium term, although
signs of stabilization in flows and improved sales emerged in 2016.
Moody's believes success for Russell Investments in the OCIO market
will be much more dependent on relative investment performance and
product innovation now that the uncertainty around its future
ownership has been removed.

Pro-forma leverage at 6.5x (as calculated by Moody's, including
adjustments for operating leases and a $150 million future payment
obligation to LSEG) would increase modestly from the current 6.2x
and continues to be in line with Moody's expectations for a
leveraged buyout transaction but still reduces the firm's financial
flexibility. Weak profitability, as measured by pre-tax income
margins also constrains the rating. The successful implementation
of ongoing business efficiency initiatives and incremental benefits
from near term savings identified by the private equity sponsors
should help offset near-term profit pressures driven by elevated
outflows and market volatility and lead to improved profitability
over time. So far, expense cuts have exceeded expectations and
Moody's believes there is room for additional savings in 2017.
Steady improvement in debt reduction and margin expansion will be a
principal driving factor behind the potential for future upgrades.

The company's ratings and/or outlook could see upward pressure if
Russell Investments reduces leverage below 3.0x; improves
profitability in part by realizing identified cost savings; or if
it recaptures and sustains it leadership position in the growing
OCIO market.

Conversely, the ratings could face downward pressure if the demand
for OCIO services declines or Russell Investments continues to lose
OCIO market share. The rating could also be adversely impacted if
management fails to achieve anticipated cost savings, which will be
evidenced by pre-tax profit margin expansion. Though an additional
dividend recapitalization is unlikely given a negative covenant on
first lien net leverage in the loan agreement, Moody's would view
additional debt-funded dividend payments to shareholders
unfavorably.

The following ratings were affirmed with a stable outlook:

Emerald Acquisition Limited:

Corporate family rating: Ba2

Probability of default rating: Ba2-PD

Russell Investments US Institutional Holdco, Inc./Russell
Investments US Retail Holdco, Inc., as co-borrowers:

$847 million senior secured term loan: Ba2

$50 million senior secured revolving credit facility: Ba2

The principal methodology used in these ratings was Asset Managers:
Traditional and Alternative published in December 2015.

Russell Investments, head quartered in Seattle, WA, is a global
asset manager with 21 offices worldwide and $174 billion in assets
under management ("AUM"), excluding its overlay, as of 31 December
2016.


ENZYME FORMULATIONS: Hires Foley & Lardner as Attorney
------------------------------------------------------
Enzyme Formulations Inc., et al., seek authority from the U.S.
Bankruptcy Court for the Western District of Wisconsin to employ
Foley & Lardner LLP as attorney to the Debtors.

Enzyme Formulations requires Foley & Lardner to:

   a. advise the Debtors with respect to their powers and duties
      as a debtors-in-possession in the continued management and
      operation of their businesses and properties;

   b. attend meetings and negotiate with representatives of
      creditors and other parties-in-interest;

   c. take all necessary action to protect and preserve the
      Debtors' estates, including prosecuting actions on the
      Debtors' behalf, defend any action commenced against the
      Debtors and represent the Debtors' interests in
      negotiations concerning all litigation in which the Debtors
      are involved;

   d. prepare all motions, applications, answers, orders,
      reports, and papers necessary to the administration of the
      Debtors' estates;

   e. take any necessary action on behalf of the Debtors to
      obtain confirmation of the Debtors' plan of reorganization;

   f. represent the Debtors in connection with obtaining post-
      petition loans and other financing for Debtors' businesses;

   g. advise the Debtors in connection with any sale of assets;

   h. appear before the bankruptcy Court, any appellate courts
      and the U.S. Trustee to protect the interests of the
      Debtors' estates in these cases, including to argue in
      favor of the First Day Motions;

   i. consult with the Debtors regarding tax matters to the
      extent applicable; and

   j. perform all other necessary legal services for the Debtors'
      business operations and provide all other necessary legal
      advice to the Debtors in connection with these Chapter 11
      Cases.

Foley & Lardner will be paid at these hourly rates:

     Geoffrey S. Goodman , Partner         $645
     Matthew D. Lee, Senior Counsel        $450
     Tamar N. Dolcourt, Associate          $395
     Megan R. Stelljes, Associate          $300
     Joseph A. Harper, Associate           $240
     Kimberly A. Crowell, Paralegal        $210

The Debtors paid Foley & Lardner retainer payments totaling
$75,000. The Retainer was paid: (i) on March 8, 2016, in the amount
of $20,000, (ii) on June 22, 2016, in the amount of $25,000, (iii)
on July 26, 2016, in the amount of $20,000, and (iv) on October 6,
2016,
in the amount of $10,000.

During the 90 days prior to the Petition Date, Foley & Lardner
applied $73,780.31 of the Retainer leaving a balance retainer in
the amount of $1,219.69.

Foley & Lardner will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Matthew D. Lee, member of Foley & Lardner LLP, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

Foley & Lardner can be reached at:

     Matthew D. Lee, Esq.
     FOLEY & LARDNER LLP
     150 E. Gilman Street
     P.O. Box 1497
     Madison, WI 53703
     Tel: (608) 258-4203
     Email: mdlee@foley.com

              About Enzyme Formulations Inc.

Enzyme Formulations, Inc., based in Madison, WI, filed a Chapter 11
petition (Bankr. W.D. Wis. Case No. 17-10315) on February 3, 2017.
The Hon. Catherine J. Furay presides over the case. Matthew D. Lee,
Esq. at Foley & Lardner LLP, as bankruptcy counsel.

In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Howard F.
Loomis, Jr., president.



EPICENTER PARTNERS: Secured Creditor Files Plan of Reorganization
-----------------------------------------------------------------
CPF Vaseo Associates, LLC, a secured creditor and party-in-interest
in the Chapter 11 bankruptcy case of EpiCenter Partners LLC, et
al., filed with the U.S. Bankruptcy Court for the District of
Arizona a joint plan of reorganization and accompanying disclosure
statement for all the Debtors.

Under the secured creditors' Plan, holders of Class 3, which
consists of all non-insider unsecured claims against the Debtors
existing as of the Confirmation Date, will receive their pro rata
share of the unsecured creditor dividend fund on a pari passu
basis.  The Debtors will make an initial 50% distribution to
holders of Allowed Non-Insider Unsecured Claims 60 days after the
Effective Date, subject to the requirement of the Debtors to keep
appropriate reserves for disputed claims.  Final distributions will
be made after all claim objections have been resolved. Class 3 is
impaired by the Plan.

CPF has agreed to accept 100% of new equity security interests in:

     a. EP & GMF in full and final satisfaction of the Ganymede
        Note and STB, consideration totaling in excess of
        $75,757,163 as of Feb. 28, 2017.  CPF has committed to
        fund the payment of the deferred lease payments due to
        ASLD on July 7, 2017, in the amount of $4,149,394.  CPF
        has agreed to provide funding to pay all allowed
        administrative claims in the EP & GMF cases, net of any
        retainers held by Professionals.  CPF has agreed to
        provide funding to pay the allowed amount of Maricopa
        County's secured tax claim, alleged to be $122,234.52 as
        of the Petition Date.  CPF has agreed to fund the
        Unsecured Creditor Dividend Fund in the amount of $500,000

        to make pro rata distributions to holders of Allowed Non-
        Insider Unsecured Claims.  CPF will fund the post-
        Effective Date activities of EP & GMF;

     b. GPDR II & SDLI in full and final satisfaction of the
        $26.5 MM Note, consideration totaling in excess of
        $35,963,082 as of Feb. 28, 2017.  CPF has committed to
        fund the payment of the deferred lease payments due to
        ASLD on July 7, 2017, in the amount of $691,485.  CPF
        has agreed to provide funding to pay all allowed
        administrative claims in the GPDR II & SDLI cases, net of
        any retainers held by Professionals.  CPF has agreed to
        provide funding to pay the Allowed amount of Maricopa
        County's secured tax claim, alleged to be $127,557.52 as
        of the Petition Date.  The holders of Allowed Non-Insider
        Unsecured Claims against GPDR II and SDLI will share pro
        rata in the Unsecured Creditor Dividend Fund.  CPF will
        fund the post-Effective Date activities of GPDR II & SDLI;

        and

     c. EoE in full and final satisfaction of the $3.7 MM Note,
        consideration totaling in excess of $5,113,025 as of
        Feb. 28, 2017.  CPF has agreed to provide funding to pay
        all allowed administrative claims in the EoE case, net of
        any retainers held by professionals.  CPF has agreed to
        provide funding to pay the Allowed amount of Maricopa
        County's secured tax claim, alleged to be $144,312.13as of

        the Petition Date.  The holders of Allowed Non-Insider
        Unsecured Claims against EoE share pro rata in the
        Unsecured Creditor Dividend Fund.  CPF will fund the post-
        Effective Date activities of EoE.

Bruce Gray, Gray Western Development Company, and all affiliates,
insiders, and Representatives of Bruce Gray and Gray Western
Development Company will promptly turnover all assets, including
all documents, contracts, and business records of the Debtors and
Reorganized Debtors to CPF on the Effective Date.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/azb16-05493-357.pdf

The Troubled Company Reporter, on Jan. 10, 2017, reported that
Judge Madeleine C. Wanslee of the U.S. Bankruptcy Court for the
District of Arizona approved the disclosure statement and plan of
reorganization filed by Epicenter Partners L.L.C., and affiliates.

Under the Debtors' Plan, each Holder of an Allowed General
Unsecured Claim will receive 100% of its Allowed Claim paid: (a)
monthly over 36 months, with additional payments being made from
the Creditors Trust Proceeds, if any, and when received; (b) with
interest accrued on unpaid amounts at the rate of 4% per annum,
simple interest; and (c) all accrued and unpaid interest paid on
the 36th month anniversary after the Effective Date.

The Plan was filed by CPF's attorneys:

     John R. Clemency, Esq.
     Todd A. Burgess, Esq.
     Lindsi M. Weber, Esq.
     GALLAGHER & KENNEDY, P.A.
     2575 East Camelback Road
     Phoenix, Arizona 85016-9225
     Tel: (602) 530-8000
     Fax: (602) 530-8500
     E-mail: john.clemency@gknet.com
             todd.burgess@gknet.com
             lindsi.weber@gknet.com

                     About Epicenter Partners

Epicenter Partners LLC and Gray Meyer Fannin LLC sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Lead Case
No. 16-05493) on May 16, 2016.

GMF came into existence in 2001.  It was originally formed for the
purpose of providing development services for affiliates.

Epicenter came into existence in 2004.  It was formed for the
purposes of acquiring, managing, selling or holding land for
investment.  Both Debtors are fully owned by Gray/Western
Development Company and managed, pursuant to that entity, by Bruce
Gray.

The Debtors tapped Thomas J. Salerno, Esq., at Stinson Leonard
Street, LLP, as their Chapter 11 counsel.  Mesch Clark Rothschild
was later hired as substitute counsel to Stinson Leonard Street

Epicenter Partners disclosed $143,212,665 in assets and $66,913,279
in liabilities.

The Office of the U.S. Trustee on June 15, 2016, appointed five
creditors of Epicenter Partners LLC and Gray Meyer Fannin LLC to
serve on the official committee of unsecured creditors.  The
Committee is represented by Michael W. Carmel, Ltd., as counsel.


ERIK SAMUEL DE JONG: Court Denies Bid for Atty's Fees Against JLE
-----------------------------------------------------------------
Judge Paul Sala of the United States Bankruptcy Court for the
District of Arizona denied Thomas and Susan de Jong's application
for an award of attorneys' fees and costs and a statement of costs
in the case captioned In re: ERIK SAMUEL DE JONG and DARYL LYNN DE
JONG, Debtors, Case No. 2:14-bk-00886-PS (Bankr. D. Ariz.).

The de Jongs sought an award of s $181,329.50 in attorneys' fees
and $4,378.69 in taxable costs against JLE-04 Parker, L.L.C., a
creditor of the debtors that prosecuted an objection to the de
Jongs' proof of claim in the bankruptcy case.  The de Jongs
asserted that they are the successful party in the litigation on
their claim and that an analysis of the applicable factors under
Arizona law justifies their request.

JLE asserted that the de Jongs are barred from seeking a fee claim
because they did not preserve the claim in their pleadings.

Judge Sala, however, found that the fee claim is timely because the
de Jongs filed their request for attorneys' fees 14 days after the
Court ruled on the de Jongs' claim.

JLE also asserted that the de Jongs' claim for fees against it are
barred because JLE is not a party to the underlying contract on
which the de Jongs base their claim.

Judge Sala believed that Arizona courts would award attorney fees
against a noncontracting party in the appropriate situation.  The
judge explained that, while usually a contract challenge will come
from a party to the contract, the Bankruptcy Code authorizes
creditors and interested parties with standing to object to claims.
JLE relied on that standing to raise and prosecute a vigorous
objection to the de Jongs' claims.  Having chosen to exercise that
standing, and in the absence of limiting language in the Arizona
statute, Judge Sala saw no reason why JLE should be immune from the
reach of A.R.S. section12- 341.01(A).

JLE also asserted that the de Jongs were not the successful party
in the claim dispute where the Court denied more than 20% of the
asserted claim.

Judge Sala found that the de Jongs successfully defended
approximately 80% of the claim they filed.  Having established the
bulk of their claim relating to the advance of funds to the
debtors, the judge concluded that the de Jongs were the successful
party in the litigation.

Finally, JLE argued that an award of fees is not appropriate in the
bankruptcy case.

Judge Sala found that JLE raised legitimate and meritorious
objections to the de Jongs' claims, some of which were successful.
While the Court ultimately ruled in favor of the de Jongs on the
bulk of their claims, Judge Sala found that the decision was
factually intensive and far from a slam-dunk.  Additionally, where
the de Jongs are insiders, Judge Sala expressed concern that an
award of fees could chill similarly legitimate objections in future
cases.  Accordingly, for the foregoing reasons, the de Jongs'
request for an award of attorneys' fees against JLE was denied.

A full-text copy of Judge Sala's February 6, 2017 ruling is
available at:

          http://bankrupt.com/misc/azb-14-bk-00886-751.pdf


ESSAR STEEL: Has $250MM Cash Contribution from Plan Sponsor
-----------------------------------------------------------
One of the key components of the proposed plan for Mesabi Metallics
Company LLC, formerly known as Essar Steel Minnesota, LLC, to exit
Chapter 11 protection, is a $250 million cash contribution from a
plan sponsor, according to the disclosure statement explaining the
plan.

The Debtor said it is already in advanced negotiations with a
lender on the specific terms of its equity commitment to act as the
plan sponsor, according to the filing.

If the plan is approved, "creditors will receive vastly improved
recoveries, the company will be able to complete the project and
the employees and community in which the project is based will
greatly benefit," the former Essar Steel Minnesota said in its
85-page disclosure statement, which explains the plan.

The taconite project in Nashwauk, which has been idle for more than
a year now, is expected to need another $800 million to finish.
Mesabi Metallics spent $1.802 billion on the project.

Mesabi Metallics will also enter into an agreement for a $600
million exit loan.  The loan will be secured by a "first priority
lien" in almost all of the assets of the company.

Another important component of the plan is the assumption by the
company of mineral leases, including those with the Minnesota
Department of Natural Resources.

When Mesabi Metallics defaulted under various contracts, it left in
its wake a stream of disappointed stakeholders, including holders
of mineral rights leased by the company, which are the sources of
iron ore to be processed by the project.  About 50% of those
mineral rights was secured from private landowners and 42% was
leased from the DNR.

"The DNR mineral leases are essential to the project.  Without them
it would be virtually impossible for the company to reorganize and
to complete the project," the company said in the filing.  

"The proposed plan therefore is conditioned on an order of the
bankruptcy court permitting the company to assume the DNR mineral
leases," Mesabi Metallics said.

A copy of the disclosure statement is available for free at
https://is.gd/g43Bnp

                   About Essar Steel Minnesota

Essar Steel Minnesota LLC and ESML Holdings Inc. filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Case Nos. 16-11627 and
16-11626) on July 8, 2016.  The bankruptcy petition was signed by
Madhu Vuppuluri, president and chief executive officer.

The Debtors are represented by Craig H. Averich, Esq., at White &
Case LLP and John L. Bird, Esq., and Jeffrey M. Schlerf, Esq., at
Fox Rothschild LLP.  Epic Bankruptcy Solutions, LLC, serves as
claims and noticing agent.

The cases are assigned to Judge Brendan Linehan Shannon.

ESML Holdings Inc. estimated assets at $1 billion to $10 billion
and debts at $500 million to $1 billion.  Essar Steel Minnesota LLC
estimated assets and debts at $1 billion to $10 billion.

Andrew Vara, acting U.S. trustee for Region 3, on July 20, 2016,
appointed the official committee of unsecured creditors of ESML
Holdings, Inc., and its affiliates.  The Committee hired Andrew K.
Glenn, at Kasowitz Benson Torres & Friedman LLP, to act as counsel.
David MacGreevey, at Zolfo Cooper, LLC., to serve as financial
advisor.  Garvan F. McDaniel, at Hogan McDaniel, to act as Delaware
counsel.


ESSAR STEEL: Minnesota Tries To Block Plan to Assume Leases
-----------------------------------------------------------
Vince Sullivan, writing for Bankruptcy Law360, reports that the
Minnesota Department of Natural Resources filed with the U.S.
Bankruptcy Court for the District of Delaware on Wednesday an
objection to Essar Steel Minnesota LLC's Chapter 11 plan.

DNR objects to the motion of the Debtor to assume its
non-residential mineral leases with the DNR.  A copy of the
objection is available at https://is.gd/4fxQKP

According to Law360, DNR says that the plan to assume mineral
rights leases shouldn't fly because the Debtor hasn't performed
under the terms of those leases and has no hope to in the near
future.  Law360 relates that the Debtor was required to construct a
large mining facility in Minnesota's Mesabi Iron Range, have it
operational by last July and have conducted significant mining
activities.

The Debtor, claims DNR, attempts to shoot the moon, proposing to
assume its leases without curing its lease defaults, and without
making a commitment to construct a plant, or mine ore, or ever pay
royalties to the DNR.  If the Debtor is permitted to assume its
leases on the terms proposed, it can hold them through their
termination date in 2034 without ever commencing mining operations.
The Debtor is presumably returning to its argument that it can
assume the leases merely with a commitment to pay the de minimis
base rents owed under the leases, writing out the lease provisions
requiring construction of a plant and commencement of mining
operations.

The DNR objects to the Debtor's assumption of the leases, and seeks
a hearing as soon as possible to resolve the objection.  The
Debtor's attempted assumption is both substantively and
procedurally defective.  It is substantively defective because
Essar is not proposing to cure its defaults under the leases, or to
provide adequate assurances of future performance.  The Debtor's
motion is procedurally defective because the Debtor proposes to
delay its showing on cure and adequate assurances until a plan
confirmation hearing that is months, if not years, away.

                  About Essar Steel Minnesota

Essar Steel Minnesota LLC and ESML Holdings Inc. filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Case Nos. 16-11627 and
16-11626) on July 8, 2016.  The bankruptcy petition was signed by
Madhu Vuppuluri, president and chief executive officer.

The Debtors are represented by Craig H. Averich, Esq., at White &
Case LLP and John L. Bird, Esq., and Jeffrey M. Schlerf, Esq., at
Fox Rothschild LLP.  Epic Bankruptcy Solutions, LLC, serves as
claims and noticing agent.

The cases are assigned to Judge Brendan Linehan Shannon.

ESML Holdings Inc. estimated assets at $1 billion to $10 billion
and debts at $500 million to $1 billion.  Essar Steel Minnesota
LLC estimated assets and debts at $1 billion to $10 billion.

Andrew Vara, acting U.S. trustee for Region 3, on July 20, 2016,
appointed the official committee of unsecured creditors of ESML
Holdings, Inc., and its affiliates.  The Committee hired Andrew K.
Glenn, at Kasowitz Benson Torres & Friedman LLP, to act as counsel.
David MacGreevey, at Zolfo Cooper, LLC., to serve as financial
advisor.  Garvan F. McDaniel, at Hogan McDaniel, to act as Delaware
counsel.


ESSEX CONSTRUCTION: Intends to File Chapter 11 Plan By July 6
-------------------------------------------------------------
Essex Construction, LLC, requests the U.S. Bankruptcy Court for the
District of Maryland to extend for a period of 120 days, the
exclusive periods during which the Debtor may file a Chapter 11
plan through July 6, 2017, and during which the Debtor may solicit
acceptances of such plan through October 3, 2017.

The Debtor tells the Court that in the few months since its case
was filed, the Debtor has not had a meaningful opportunity to
formulate a chapter 11 plan because it has had to focus its
attention and efforts on obtaining cash collateral, personal
property lease and contract various amendments to schedules. Most
importantly, the Debtor has to address several creditor litigation,
specifically:

      (a) The U.S. Trustee filed a Motion to Appoint Chapter 11
Trustee or in the Alternative to Convert the Case to Chapter 7. A
hearing on the U.S. Trustee's motion is currently scheduled for
March 17, 2017.

      (b) Creditor Firstrust Bank filed motions for 2004
examinations of Roger Blunt, the Debtor’s principal, Jonathan
Blunt, the Debtor's former Chief Operating Officer, and Industrial
Bank. The examinations of Roger Blunt and Jonathan Blunt are
scheduled for February 23, 2017 and February 28, 2017
respectively.

      (c) On February 7, 2017 the United States, on behalf of the
Internal Revenue Service filed a motion for 2004 examination of the
Debtor. No date for the examination by the IRS has been set

The Debtor also tells the Court that it is still in the process of
finalizing amendments to its schedules and statement of financial
affairs as requested by the U.S. Trustee during the meeting of
creditors. In addition, the Debtor contends that the claims bar
date does not expire until after the current period of exclusivity
ends. As such, the Debtor adds that it requires the ability to
analyze all claims that are filed in order to properly propose a
confirmable plan.

                    About Essex Construction

Essex Construction, LLC filed a Chapter 11 petition (Bankr. D. Md.
Case No. 16-24661), on November 4, 2016. The petition was signed by
Roger R. Blunt, president and chief executive officer.  The case is
assigned to Judge Thomas J. Catliota. At the time of filing, the
Debtor estimated assets to be less than $50,000 and liabilities at
$1 million to $10 million.

The Debtor's bankruptcy counsel is Kim Y. Johnson, at the Law
Offices of Kim Y. Johnson, and N. William Jarvis, Esq., serves as
its general counsel.

The Debtor employs Robert Wrightson as executive vice president;
Marc Hunter as executive assistant to the President and CEO; Mr.
Curtis Bowers as marketing director; and BradyRenner and Company,
LLC as accountant.

The Office of the U.S. Trustee on Dec. 12, 2016, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of Essex Construction, LLC.


ETERNAL ENTERPRISE: Can Use Hartford Holdings Cash Until Feb. 28
----------------------------------------------------------------
Judge Ann M. Nevins of the U.S. Bankruptcy Court for the District
of Columbia authorized Eternal Enterprise, Inc. to use cash
collateral through February 28, 2017.

Judge Nevins acknowledged that it is essential to the Debtor's
business and operations to use cash generated from rents so as to
continue to pay ordinary course operating expenses, including
maintaining the property.  She further acknowledged that without
court authority to use the cash collateral, the Debtor will suffer
harm and be forced to terminate operations.

The Debtor was authorized to use up to $118,622 of cash collateral,
the total amount of expenses provided for in its proposed Budget,
through February 28, 2017.

Hartford Holdings, LLC, successor in interest of Astoria Federal
Mortgage Corporation, has a duly perfected non-avoidable security
interest in the Debtor's rents.  Hartford Holdings had reserved its
rights with respect to whether a replacement lien on rents is
adequate protection for the Debtor's use of its cash collateral,
but recognized the need to preserve the Debtor's assets.

Hartford Holdings was granted replacement liens in all
after-acquired property of the Debtor, of equal extent and priority
to that which Astoria Federal Mortgage Corporation enjoyed with
regard to the said property at the time the Debtor filed its
chapter 11 petition.

The Debtor was directed to make a reduced adequate protection
payment of $1,378 to Hartford Holdings, LLC.  The Debtor was
further directed to pay make-up payments in the amount of $33,622,
upon receipt of payment for lost income from the Debtor's insurance
policy, for the difference between the $1,378 payment and the sum
of $35,000 previously used to establish adequate protection
payments.

The Debtor was ordered to deposit the sum of $12,000 into its
Adequate Protection Escrow Account, to reflect an escrow for future
insurance premium expense.  

The Debtor was further ordered to make a direct monthly payment to
the City of Hartford in the amount of $29,000, to be applied to the
real estate tax obligations for the Debtors' several properties
located in the City of Hartford, excluding the 360 Laurel Street
Property.

Hartford Holdings was granted a superpriority administrative
expense claim to the extent that the adequate protection provided
turns out to be inadequate.

A continued hearing on the use of cash collateral is scheduled on
March 1, 2017 at 11:00 a.m.

A full-text copy of the Order, dated February 6, 2017, is available
at http://bankrupt.com/misc/EternalEnterprise2014_1420292_845.pdf

               About Eternal Enterprise, Inc.

Eternal Enterprises Inc. -- http://www.eternalenterprises.net/--  
filed a Chapter 11 bankruptcy petition (Bankr. D. Conn. Case No.
14-20292) on Feb. 19, 2014.  The petition was signed by Vera
Mladen, president.  The Debtor owns and manages eight properties
located in Hartford, Conn.  Judge Ann M. Nevins presides over the
case.  The Debtor is represented by Irene Costello, Esq., at
Shipkevich, PLLC.  The Debtor estimated assets at $50,000 to
$100,000 and debt at $1 million to $10 million at the time of the
chapter 11 filing.

The Debtor engaged Vincent Vizzo of Vin Vizzo Adjusters LLC as
public adjuster.



ETERNAL ENTERPRISE: Wants to Use $15,203 Insurance Proceeds
-----------------------------------------------------------
Eternal Enterprise, Inc., asks the U.S. Bankruptcy Court for the
District of Connecticut for authorization to use cash collateral
from advance insurance proceeds.

The Debtor relates that on June 6, 2016, a fire occurred at 270
Laurel Street, Hartford, Connecticut.  The Debtor further relates
that the fire at the Property caused significant damage, rendering
the Property uninhabitable.

The Debtor says that it holds an insurance policy through USI
backed by Lloyd's of London to protect the Property.  The Debtor
further says that it has received $750,000 from the insurance
advance and deposited the sum into its insurance account, in
accordance with the Court's Order.

The Debtor seeks to use $15,203 from insurance proceeds from the
property located at 270 Laurel Street, Hartford, Connecticut.  The
Debtor contends that it wants to pay AD Property Management $14,268
for security services, $375 for landscaping, and $560 for snow
removal services for the Property.

The Debtor notes that it had previously been authorized to use
$216,911.06 of the $750,000 for various expenses and services.  The
Debtor further notes that after the payment of $15,203 to AD
Property Management, a total of $517,885.94 will remain.

The Debtor tells the Court that the Property is subject to a
consensual lien as a result of a mortgage on the Property,
initially held by Astoria Federal Mortgage Corp., and currently
held by Hartford Holdings, Inc.  The Debtor further tells the Court
that because the Property is the subject of a lien, the insurance
proceeds from that building constitute the cash collateral of the
lienholder.

A full-text copy of the Debtor's Motion, dated February 6, 2017, is
available at
http://bankrupt.com/misc/EternalEnterprise2014_1420292_846.pdf

                    About Eternal Enterprise

Eternal Enterprises Inc. -- http://www.eternalenterprises.net/--  
filed a Chapter 11 bankruptcy petition (Bankr. D. Conn. Case No.
14-20292) on Feb. 19, 2014.  The petition was signed by Vera
Mladen, president.  The Debtor owns and manages eight properties
located in Hartford, Conn.  Judge Ann M. Nevins presides over the
case.  The Debtor is represented by Irene Costello, Esq., at
Shipkevich, PLLC.  The Debtor estimated assets at $50,000 to
$100,000 and debt at $1 million to $10 million at the time of the
chapter 11 filing.

The Debtor engaged Vincent Vizzo of Vin Vizzo Adjusters LLC as
public adjuster.


ETERNAL ENTERPRISES: Seeks to Hire Greene Law as Special Counsel
----------------------------------------------------------------
Eternal Enterprise, Inc. has asked a U.S. bankruptcy court anew to
allow the company to hire Greene Law, PC as its special counsel.

In a filing with the U.S. Bankruptcy Court in Connecticut, Eternal
Enterprise sought approval of its prior application to employ the
firm to represent the company in real property tax assessment
appeals for properties it owns in Connecticut.

The company proposes to pay Greene Law 70% of the dollar savings it
obtains from prosecuting the appeals with the board of assessments.


Greene Law is "disinterested" and does not hold any interest
adverse to the company, according to the filing.

Eternal Enterprise initially applied to the court to employ the
firm on September 17, 2015.  A court hearing was conducted the
following month.  To address objections, Eternal Enterprise filed a
revised application on October 30, 2015.  The company's counsel at
the time did not schedule a hearing for the application and did not
serve a copy on concerned parties.

Greene Law can be reached through:

     Gary J. Greene, Esq.
     Greene Law, PC
     11 Talcott Notch Road
     Farmington, CT 06032
     Tel: 860-676-1336
     Fax: 860-676-2250

Eternal Enterprise is represented by:

     Irene Costello, Esq.
     Shipkevich, PLLC
     65 Broadway, Suite 508
     New York, NY 10006
     Phone: (212) 252- 3003
     Email: icostello@shipkevich.com

                 About Eternal Enterprises Inc.

Eternal Enterprises Inc. -- http://www.eternalenterprises.net/--  
filed a Chapter 11 bankruptcy petition (Bankr. D. Conn. Case No.
14-20292) on Feb. 19, 2014.  The petition was signed by Vera
Mladen, president.

The Debtor estimated assets at $50,000 to $100,000 and debt at $1
million to $10 million at the time of the chapter 11 filing.  The
Debtor owns and manages eight properties located in Hartford,
Connecticut.  

Judge Ann M. Nevins presides over the case.  The Debtor is
represented by Irene Costello, Esq., at Shipkevich, PLLC.  Vin
Vizzo Adjusters LLC and Lakeshore Realty serve as the Debtor's
public adjuster and broker, respectively.

No trustee, examiner, or official committee of unsecured creditors
has been appointed.


EVERGREEN ACQCO 1: S&P Lowers CCR to 'CCC+' on Liquidity Concerns
-----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Evergreen
AcqCo 1 LP d/b/a Savers to 'CCC+' from 'B-'.  The outlook is
negative.  Evergreen AcqCo d/b/a Savers' operating performance
continues to underperform S&P's expectations due to sustained
weakness in the company's recycling business.

At the same time, S&P lowered its issue-level ratings on the
company's $60 million revolver and $715 million term loan to 'CCC+'
from 'B-'.  The '3' recovery rating indicates S&P's expectation for
meaningful recovery in the event of a payment default, at the low
end of the 50% to 70% range.

"The downgrade reflects growing liquidity concerns and uncertainty
around identifying a path to meaningfully higher earnings growth
that can support Savers' onerous capital structure.  Soft operating
results have caused credit metrics to weaken and leverage exceeded
the springing maximum leverage covenant on its revolving credit
facility as of the end of the third quarter," said credit analyst
Declan Gargan.  "Although outstanding borrowings are currently
below the $15 million springing threshold, the company's restricted
ability to access its revolver is a key credit concern, especially
in light of its decision to exercise the payment-in-kind (PIK)
interest feature on its subordinated notes (not rated), which in
our view could signal cash constraints."

The negative outlook reflects Savers' liquidity profile and S&P's
view that soft performance trends will continue to pressure
profitability, increasing the risk of a potential covenant
violation if the company is unable to reduce its senior secured
leverage ratio below 5.5x.

S&P could lower the rating if it envisions a specific default
scenario over the next 12 months.  This could arise if the
company's liquidity deteriorates further, including the possibility
of violating the springing covenant if cash flow prospects weaken.

S&P could revise the outlook to stable or raise its rating on
Savers if the company can demonstrate substantial EBITDA growth and
positive free cash flow generation such that credit metrics
strengthen and liquidity improves.  S&P would also need to believe
that the company could maintain a cushion of more than 10% under
its springing leverage covenant on its revolving credit facility,
with material de-leveraging stemming from improved operating
performance.



FAIRCHILD SEMICONDUCTOR: Egan-Jones Withdraws BB Sr. Unsec Ratings
------------------------------------------------------------------
Egan-Jones Ratings, on Jan. 17, 2017, withdrew 'BB' senior
unsecured ratings on debt issued by Fairchild Semiconductor
International Inc.

Based in San Jose, California, Fairchild Semiconductor
International, Inc., is a global supplier of high performance
products that minimize, convert, manage and distribute power for
multiple end markets.  The Company's focus is on developing power
and interface solutions for a broad range of electronic devices.
Fairchild Semiconductor components are used in computing,
communications, and other applications.



FIA 164 HOLDINGS: Seeks June 12 Extension of Plan Exclusivity
-------------------------------------------------------------
FIA 164 Holdings LLC requests the U.S. Bankruptcy Court for the
Southern District of New York to extend the time within which only
the Debtor has the exclusive right to file a plan of reorganization
and to solicit acceptances with respect thereto for 120 days
through and including June 12, 2017 and August 9, 2017,
respectively.

The Debtor owns shares in 440 West 164th Street Housing Development
Fund Company, which is a housing cooperative that owns the building
located at 440 West 164th Street, New York, New York -- 440 West
164th is also currently a chapter 11 debtor. Along with the
ownership of shares in 440 West 164th, the Debtor is also the
holder of proprietary leases for certain apartments in the
Property.

The Debtor relates that it has filed its own Chapter 11 case in
order to preserve the value of its shares and proprietary leases.
The Debtor further relates that its bankruptcy filing has been
precipitated by the foreclosure of the Property and the transfer of
the deed to the Property by the City of New York that would
adversely affect the Debtor's shares in 440 West 164th and the
propriety leases with the Property.

While the City of New York already transferred the deed to a
third-party, it is the Debtor's position that such a transfer is
void and should be stayed because of the Debtor's own chapter 11
filing and that its property rights would be adversely affected by
the transfer of the Property to a third-party.

The Debtor also relates that City of New York has filed a motion
for relief from stay and the Court entered an order determining
that the stay do not apply to the transfer of deed with respect to
the Property because the Property is not owned by the Debtor.
However, the Debtor contends that the case is still dependent on a
determination by the New York Supreme Court on whether the transfer
of the deed by the City of New York is valid.

The Debtor tells the Court that 440 West 164th has previously filed
an order to show cause in the Supreme Court for the State of New
York to unwind the transfer of the deed by the City of New York,
which has been set for hearing on February 6, 2017.  However, no
decision has been rendered yet and the hearing has been further
adjourned to April 3, 2017.

As such, the Debtor further tells the Court that its ability to
formulate a plan of reorganization remains dependent on the Supreme
Court's decision. So until then, the Debtor's case is at a
standstill. Accordingly, the Debtor seeks to preserve its
exclusivity in the event that the Supreme Court decides in 440 West
164th's favor and thus preserving the Debtor's interest in the
Property.

                          About FIA 164 Holdings LLC

FIA 164 Holdings LLC filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 16-12865), on October 13, 2016.  The Petition was signed
by Mark J. Schwartz, managing member.  The Debtor is represented by
Arnold Mitchell Greene, Esq. at Robinson Brog Leinwand Greene
Genovese & Gluck, P.C.  At the time of filing, the Debtor had $1
million to $10 million in estimated assets and $100,000 to $500,000
in estimated liabilities.


FIDELITY & GUARANTY: Fitch Keeps 'BB' IDR on Positive Watch
-----------------------------------------------------------
Fitch Ratings has affirmed the ratings assigned to Fidelity &
Guaranty Life Holdings, Inc., [FGLH: 'BB' Issuer Default Rating
(IDR)] and its insurance subsidiaries [F&G Life: 'BBB' Insurer
Financial Strength Rating (IFS)]. FGLH's ratings remain on Positive
Watch.

KEY RATING DRIVERS

F&G Life announced an agreement in November 2015 whereby the
company will be acquired by China-based Anbang Insurance Group Co.,
Ltd. (Anbang) in an all-cash transaction valued at approximately
$1.58 billion. The transaction is expected to close once the
regulatory approval process concludes and after the satisfaction of
other customary closing conditions.

The rating actions follow the company's announcement of the
extension of the merger agreement from Feb. 8, 2017 to April 17,
2017, with a further extension to May 31, 2017 should the Iowa
Insurance Commissioner publicly announce a public hearing for the
change of control approval, as required in the Iowa regulatory
approval process, on or prior to April 17, 2017.

The affirmation of existing ratings reflects Fitch's view that
recent financial performance and balance sheet fundamentals remain
in line with rating expectations.

Fitch expects F&G Life will be considered a strategically
'Important' subsidiary of Anbang post-close, and Anbang's ownership
will be considered neutral to F&G Life's 'BBB' IFS ratings. As
such, F&G Life's 'BBB' IFS ratings largely reflect the company's
standalone credit profile.

Fitch believes Anbang's ownership will not alter F&G Life's
standalone rating profile in part due to the standard restrictions
on the minimum capital position and dividend payments typically
imposed by U.S. regulators to ring-fence assets and protect the
company's capital position and policyholders. Any capital injection
from Anbang or capital raise by F&G Life would remain within F&G
Life subject to standard restrictions on timing and amounts of
dividend outflows.

Anbang has been active in the acquisition of international assets
in insurance, banking, and real estate in the U.S., Europe, and
South Korea. Fitch expects F&G Life's existing management team and
operating strategies will largely remain in place following the
close of the transaction. Anbang's proposed purchase of F&G Life
represents the company's initial entry into the U.S. insurance
market, and serves to increase the geographic diversification of
its investments.

FGLH's IDR and senior unsecured notes rating are on Positive Watch,
which reflects Fitch's expectation that the ratings will likely be
upgraded one notch following the completion of the acquisition.
Currently, the FGLH ratings reflect non-standard (i.e., wider)
notching from the IFS rating as a result of the rating and
financial profile of its highly leveraged parent, HRG Group Inc.
(HRG: 'B' IDR). Given the absence of high leverage and more
normalized financial flexibility of the prospective new parent,
FGLH's ratings will reflect standard notching from the IFS ratings
once the transaction is completed.

Fitch's ratings on F&G Life continue to reflect the company's
relatively narrow product focus and liability profile, strong
balance sheet profile, and improved operating performance. The
ratings also consider the competitive and regulatory challenges
tied to the company's strategic focus selling fixed indexed
annuities (FIAs) through independent marketing organizations
(IMOs), and macroeconomic challenges associated with low interest
rates.

RATING SENSITIVITIES

An upgrade of FGLH's IDR and senior unsecured note ratings could
occur following the close of the transaction based on the relative
improvement of the parent company's financial profile.

If the transaction fails to close or if there has been a material
unexpected deterioration in Anbang's credit profile, Fitch could
affirm FGLH's IDR and senior unsecured note ratings at their
current levels.

The following could lead to a downgrade of all of F&G Life's
ratings:

-- An unexpected change in the Anbang transaction which negatively
impacts F&G Life's credit profile;
-- F&G Life's consolidated RBC ratio falling below 300% with
operating leverage above 20x;
-- Consolidated financial leverage for FGL exceeding 35%;
-- Maximum statutory dividend interest coverage falling below
3.0x;
-- Operating ROE below 5% over four consecutive quarters.

Conversely, F&G Life's ratings could be upgraded if:
-- Consolidated RBC exceeds 400%;
-- Financial leverage dips below 25%;
-- The company maintains operating ROEs above 10% on a consistent
basis.

Fitch has affirmed the following ratings with a Stable Outlook:

Fidelity & Guaranty Life Insurance Company
Fidelity & Guaranty Life Insurance Company of New York
-- IFS at 'BBB'.

The following ratings remain on Positive Watch:

Fidelity & Guaranty Life Holdings, Inc.
-- Long-term IDR 'BB';
-- Senior unsecured note due April 2021 'BB-'.


FLOUR CITY BAGELS: Hearing on Disclosure Statements Suspended
-------------------------------------------------------------
Judge Paul R. Warren of the United States Bankruptcy Court for the
Western District of New York held in abeyance the consideration of
motions seeking approval of competing disclosure statements and
directed the parties to brief substantive issues concerning
competing Chapter 11 plans filed for Flour City Bagels, LLC.

The Chapter 11 case was filed to stave-off enforcement of a New
York State sales tax claim for around $1.0 million and to stop an
eviction proceeding by Buckingham Properties aimed at Flour City
Bagels' most profitable bakery and its commissary.

Competing Chapter 11 disclosure statements and plans were filed by
two commercial lenders, United Capital/Bruegger's Franchise
Corporation and Canal Mezzanine/MRM Real Estate in late December
2016.  A hearing on the adequacy of the disclosure statements was
set for January 27, 2017.  On January 25, 2017, the Court issued a
Decision and Order, rescheduling to February 7, 2017 the hearing on
the motions seeking approval of the competing disclosure
statements.

The Court held a chambers conference with all parties in interest
on February 1, 2017.  Judge Warren, however, found that the legal
issues raised by the plan proponents in their objections go to the
very heart of conformability, and determined that it is appropriate
to deal with potential plan-killer issues in connection with the
hearing on the adequacy of the disclosure statements.

Judge Warren directed that the motions requesting approval of the
competing disclosure statements be held in abeyance until the Court
has resolved the legal issues going to facial confirmability of the
competing plans.

The issues of concern to the Court are:

     (1) whether the Bruegger's non-compete covenants are
         enforceable in this case;

     (2) whether the classification scheme of the Canal and
         Bruegger's claims in the proposed plans is statutorily
         sound;

     (3) whether Canal has the right to credit-bid its position;

     (4) whether the classification of the New York State sales
         tax claim as impaired/voting is statutorily sound; and

     (5) whether the absolute priority rule is an obstacle for
         either plan.

Judge Warren directed the plan proponents to file briefs, with
points and authorities on the issues identified above -- and any
additional issues raised by a party in interest in the manner and
by the date set out above -- on or before March 17, 2017 at
4:00p.m.

The "Motion for Order Pursuant to 11 U.S.C. section 365(a) and (b)
Authorizing Debtor to Assume Unexpired Leases of Nonresidential
Real Property with 900 Central Avenue LLC and Rensselaer County
Plaza Associates" and "Debtor's Motion for Entry of an Interim
Order (A) Authorizing the Use of Cash Collateral, (B) Granting
Adequate Protection, and (C) Setting a Final Hearing" (ECF No. 6)
were adjourned to March 2, 2017 at 9:00 a.m.

Lastly, the "United States Trustee's Motion to Convert or Dismiss"
the bankruptcy case was adjourned to April 6, 2017, at 9:00a.m., to
afford the United States Trustee the opportunity to be heard, after
having an opportunity to consider the submissions by the parties in
interest.

A full-text copy of Judge Warren's February 2, 2017 decision and
order is available at:

          http://bankrupt.com/misc/nywb2-16-20213-805.pdf

                     About Flour City Bagels

Headquartered in Fairport, New York, Flour City Bagels, LLC,
operates 32 bakeries that serve "New York Style" bagels, coffee,
drinks, soups, salads, sandwiches, fresh fruit, and a variety of
other related items.  In 1993, it opened its commissary in
Rochester, at which it produces bagels for sale at all of its 32
bakeries.  It employs 425 people.

Flour City Bagels sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.Y. Case No. 16-20213) on March 2,
2016, estimating both assets and debt in the range of $10 million
to $50 million.  Kevin Coyne, the manager, signed the petition.

Judge Paul R. Warren is assigned to the case.

The Debtor is represented by Stephen A. Donato, Esq., and Camille
W. Hill, Esq., at Bond, Schoeneck & King, PLLC, and Harry W.
Greenfield, Esq., Jeffrey Toole, Esq., and Heather E. Heberlein,
Esq., at Buckley King.

The Debtor retained Phoenix Management Services, LLC as financial
advisor; Phoenix Capital Resources as investment banker; Insero &
Co. CPAs, LLP as accounting services provider; and Kittel Branagan
& Sargent as tax consultant.

The official committee of unsecured creditors of Flour City Bagels,
LLC, retained Gordorn & Schaal, LLP as local counsel, and Corporate
Recovery Associates, LLC, as business and financial advisor.

No trustee or examiner has been appointed in the case.

On December 20, 2016, a group of creditors led by United Capital
Business Lending Inc. filed their proposed plan of reorganization
for the Debtor.  On the same date, Canal Mezzanine Partners II, LP
and MRM Real Estate Fund I, LLC, proposed their plan of sale and
subsequent liquidation for the company.  


FOGGIA REAL: Court Renders Continued Use of Cash Collateral Moot
----------------------------------------------------------------
Judge Christopher J. Panos of the U.S. Bankruptcy Court for the
District of Massachusetts rendered moot Foggia Real Estate LLC's
request for continued use of cash collateral as the Debtor's
bankruptcy case had been dismissed on February 7, 2017.

              About Foggia Real Estate LLC

Foggia Real Estate LLC filed for Chapter 11 bankruptcy protection
(Bankr. D. Mass. Case No. 16-41832) on Oct. 27, 2016.  The petition
was signed by Joseph L. Cariglia, manager.  The Debtor is
represented by James P. Ehrhard, Esq., at Ehrhard & Associates,
P.C.  At the time of filing, the Debtor estimated assets and
liabilities at $500,000 to $1 million each.


FPF RESTAURANT: Hires Goetz Fitzpatrick as Counsel
--------------------------------------------------
FPF Restaurant, Inc., seeks authority from the U.S. Bankruptcy
Court for the Eastern District of New York to employ Goetz
Fitzpatrick LLP as counsel to the Debtor.

FPF Restaurant requires Goetz Fitzpatrick to:

   a. give the Debtor legal advice with respect to its powers and
      duties as a debtor-in-possession;

   b. prepare all necessary applications, answers, orders,
      reports and other legal documents on behalf of the Debtor
      in connection with the Chapter 11 proceeding;

   c. perform all other legal services for the Debtor that may be
      necessary in the Chapter 11 case; and

   d. represent the Debtor in the prosecution and defense of
      various claims, both by and against the Debtor.

Goetz Fitzpatrick will be paid at these hourly rates:

     Partner              $580
     Associates           $310-$450
     Paralegals           $150-$200

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

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

Gary M. Kushner, member of Goetz Fitzpatrick 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.

Goetz Fitzpatrick can be reached at:

     Gary M. Kushner, Esq.
     GOETZ FITZPATRICK LLP
     One Penn Plaza, 31st Floor
     New York, NY 10119
     Tel: (212) 695-8100
     Fax: (212) 629-4013

              About FPF Restaurant, Inc.

FPF Restaurant, Inc., based in Elmhurst, NY, filed a Chapter 11
petition (Bankr. E.D.N.Y. Case No. 17-40181) on January 17, 2017.
The Hon. Nancy Hershey Lord presides over the case. Gary M.
Kushner, Esq., at Goetz Fitzpatrick LLP, as bankruptcy counsel.

In its petition, the Debtor estimated $1 million to $10 million in
assets and $500,000 to $1 million in liabilities. The petition was
signed by Maria Nubile, president.



FUNCTION(X) INC: Borrows Add'l $300,000 from Sillerman Investment
-----------------------------------------------------------------
As previously disclosed by Function(x) Inc. in a Form 8-K filed on
June 12, 2015, Sillerman Investment Company IV, LLC, an affiliate
of Robert F.X. Sillerman, the Company's executive chairman and
chief executive officer of the Company, agreed to provide a Line of
Credit to the Company.

On Feb. 2, 2017, the Company borrowed an additional $300,000 under
the Line of Credit.  The principal amount now outstanding under the
Line of Credit is $4,364,586 and the Company is entitled to draw up
to an additional $635,414 under the Line of Credit, as disclosed in
a Form 8-K report filed with the Securities and Exchange
Commission.

                     About Function(x)Inc.

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

The Company incurred a net loss of $63.68 million for the year
ended June 30, 2016, compared to a net loss of $78.53 million for
the year ended June 30, 2015.  As of Sept. 30, 2016, Function(x)
had $33.07 million in total assets, $27.51 million in total
liabilities and $5.55 million in total stockholders' equity.

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


GLOBAL AMENITIES: Plan Disclosures Hearing Set for March 16
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
conditionally approved the disclosure statement with respect to the
chapter 11 plan filed on Feb. 1, 2017, by Global Amenities, LLC, a
small business debtor.

March 9, 2017, is set as the last day for filing written
acceptances or rejections of the plan. Ballots accepting or
rejecting the plan will be counted only if received by the Court on
or before March 9, 2017.

March 16, 2017, 10:30 AM, is set for the hearing on final approval
of the disclosure statement and for the hearing on confirmation of
the plan.  The hearing will be held at Donald Stuart Russell
Federal Courthouse, 201 Magnolia Street, Spartanburg, South
Carolina.

March 9, 2017, is set as the last day for filing and serving
written objections to the disclosure statement and confirmation of
the plan.

As previously reported, Class 6 General Unsecured Creditors Claims
will be unimpaired under the Plan. This class will be paid 100% of
their allowed claims without interest after the Effective Date.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/scb16-04635-108.pdf

                     About Global Amenities

Global Amenities, LLC, is a South Carolina limited liability
company.  The Debtor was formed on Oct. 28, 2011, with ownership
held 60% by George Andrew Manios and Chris Manios, his brother,
and
40% owned by Don Abreu; provided, however, Mr. Abreu retained 50%
of the voting rights with Drew and Chris retaining the remaining
50% of the voting rights.  The Debtor was originally formed to
sell
and market DVD services to the hospitality industry, but expanded
its products and services to include amenity and ticketing
services
in 2012. 

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

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

Robert A. Pohl, Esq., at POHL, PA, serves as the Debtor's
bankruptcy counsel.

Jonathan Pollard, Esq., at Pollard PLLC is the Debtor's special
counsel to represent the Debtor in a lawsuit filed by ASI Holding
Company Inc. in the U.S. District Court for the Northern District
of Florida.  The Debtor also hired George B. Cauthen, Esq., at
Nelson Mullins Riley & Scarborough LLP as special litigation
counsel.

Louis Manios at Saad & Manios, LLC, serves as the Debtor's
accountant.

John Sfiris of Sfiris Accounting Services provides financial
services to the Debtor.


GLYECO INC: Has Rights Offering of 50 Million Common Shares
-----------------------------------------------------------
GlyEco, Inc. filed a Form S-1 registration statement with the
Securities and Exchange Commission relating to the proposed
distribution, at no charge, to holders of its common stock
non-transferable subscription rights to purchase an aggregate of up
to 50,000,000 shares of the Company's common stock, par value
$0.0001 per share.

In this rights offering, holders will receive 0.418 of a
subscription right for every one share of common stock that they
own, as of 5:00 p.m., Eastern Time, on ____, 2017, the record date.


"Each whole subscription right will entitle you to purchase one
share of our common stock at a subscription price of $0.10 per
share, which we refer to as the "basic subscription privilege." The
per share subscription price was determined by our board of
directors after a review of recent historical trading prices of our
common stock.  We will not issue fractional shares of common stock,
rounded down to the nearest whole number a holder would otherwise
be entitled to purchase.

"If you exercise your subscription rights in full, and other
stockholders do not fully exercise their subscription rights, you
will be entitled to an over-subscription privilege to purchase a
portion of the unsubscribed shares of common stock at the
subscription price, subject to proration and ownership limitations,
which we refer to as the "over-subscription privilege."  To the
extent you properly exercise your over-subscription privilege for
an amount of shares that exceeds the number of unsubscribed shares
available to you, any excess subscription payment received by the
subscription agent will be returned promptly, without interest or
penalty.  If all of the rights are exercised, the total purchase
price of the shares offered in the rights offering would be
$5,000,000.  The net proceeds to the Company, after deducting
offering expenses of $25,000, would be $4,975,000.

"The subscription rights will expire void and worthless if they are
not exercised by 5:00 p.m., Eastern Time, on ____ , 2017, unless we
extend the subscription rights offering period.  We may extend the
expiration of the rights offering and the period for exercising
your subscription rights in our sole discretion.  You should
carefully consider whether to exercise your subscription rights
prior to the expiration of the rights offering.  All exercises of
subscription rights are irrevocable, even if we extend the
expiration of the rights offering.  We are not making any
recommendation regarding your exercise of the subscription rights.

"We may offer any shares of common stock that remain unsubscribed
for (after taking into account all over-subscription rights
exercised) at the expiration of the rights offering to the public
at $0.10 per share.  Any public offering of shares of common stock
that remain unsubscribed shall be on a best-efforts basis.  The
public offering of unsubscribed shares of common stock shall
terminate on ___, 2017 (20 days following the subscription
expiration date).

"In connection with the rights offering, we intend to enter into
standby purchase agreements with certain institutional investors
and high net worth individuals, or standby purchasers, who will
severally agree to acquire from us, at the same subscription price
of $0.10 per share, a total of _____shares of common stock that are
offered but not subscribed for by our shareholders in the rights
offering.  Therefore, unless we terminate the rights offering,
____of the shares of common stock that we are offering in the
rights offering will be purchased regardless of whether any shares
of common stock are subscribed for by our shareholders pursuant to
the exercise of subscription rights.  In exchange for the
commitments of the standby purchasers, we have agreed to sell to
them no less than ____shares of common stock, referred to as the
minimum guarantee amount, at the subscription price. Therefore, in
no event will we issue less than the minimum guarantee amount to
the standby purchasers and the maximum aggregate number of shares
we will issue to shareholders and the standby purchasers is _____,"
the Company stated in the regulatory filing.

The Company has contracted with Broadridge Corporate Issuer
Solutions, Inc. to serve as the rights agent for the rights
offering.  The rights agent will hold in escrow the funds the
Company receives from subscribers until we complete, abandon or
terminate the rights offering.  If you want to participate in this
rights offering and you are the record holder of your shares, we
recommend that you submit your subscription documents to the rights
agent well before that deadline.  If you want to participate in
this rights offering and you hold shares through your broker,
dealer, custodian bank or other nominee, you should promptly
contact your broker, dealer, custodian, bank or other nominee and
submit your subscription documents in accordance with the
instructions and within the time period provided by your broker,
dealer, custodian bank or other nominee.

GlyeCo Inc. is not requiring an overall minimum subscription to
complete the rights offering.  However, the Company reserves the
right to terminate the rights offering for any reason at any time
before it expires.  If the Company terminates the rights offering,
all subscription payments received will be returned promptly,
without interest or penalty.

The Company's common stock is quoted on the OTC Pink Sheets under
the symbol "GLYE".  The closing price of the Company's common stock
on the Pink Sheets on Feb. 6, 2017, was $0.125 per share.

The information in the prospectus is preliminary and is not
complete and may be changed.  A full-text copy of the Form S-1 is
available for free at https://is.gd/D7HlIa

                       About GlyEco, Inc.

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

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

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

KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has had recurring losses from operations, has negative
operating cash flows during the year ended Dec. 31, 2015, and has
an accumulated deficit of $34,550,503 as of Dec. 31, 2015.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.


GRACE UNLIMITED: Hires Henderson Law as Attorney
------------------------------------------------
Grace Unlimited Ventures, LLC, seeks authority from the U.S.
Bankruptcy Court for the Western District of North Carolina to
employ the Henderson Law Firm as attorney to the Debtor.

Grace Unlimited requires Henderson Law to:

   a. provide legal advice with respect to the powers and duties
      as Debtor-in-possession in the continued operation of its
      business and management of its properties;

   b. negotiate, prepare, and pursue confirmation of a Chapter 11
      plan and approval of a disclosure statement, and all
      related reorganization agreements and documents;

   c. prepare on behalf of the Debtor necessary applications,
      motions, answers, orders, reports and other legal papers;

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

   e. perform all other legal services for the Debtor which may
      be necessary and proper in the Chapter 11 proceeding.

Henderson Law will be paid at these hourly rates:

     James H. Henderson, Esq.           $450
     Assistant                          $85

Henderson Law received the amount of $16,717 from Joy Kids
Ventures, LLC, as retainer to represent the Debtor. Joy Kids
Ventures and the Debtor has common ownership. The amount of
$3,834.50 from the retainer was paid to Henderson Law pre-petition,
including $1,717 filing fee.

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

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

Henderson Law can be reached at:

     James H. Henderson, Esq.
     HENDERSON LAW FIRM
     1201 Harding Place
     Charlotte, NC 28204
     Tel: (704) 333-3444
     Fax: (704) 333-5003
     E-mail: henderson@title11.com

              About Grace Unlimited Ventures, LLC

Grace Unlimited Ventures, LLC, based in Waxhaw, NC, filed a Chapter
11 petition (Bankr. W.D.N.C. Case No. 17-30164) on February 1,
2017. The Hon. Laura T. Beyer presides over the case. James H.
Henderson, Esq., at Henderson Law Firm, as bankruptcy counsel.

In its petition, the Debtor estimated $1.70 million in assets and
$1.48 million in liabilities. The petition was signed by Henry
Emezie, managing member.



GULFMARK OFFSHORE: Dimensional Fund Holds 5% of Class A Shares
--------------------------------------------------------------
Dimensional Fund Advisors LP disclosed in an amended Schedule 13G
filed with the Securities and Exchange Commission that as of
Dec. 31, 2016, it beneficially owns 1,355,629 shares of Class A
common stock of Gulfmark Offshore Inc. representing 5.02 percent of
the shares outstanding.  A full-text copy of the regulatory filing
is available for free at https://is.gd/Cl1cwp

                         About Gulfmark
  
GulfMark Offshore, Inc., a Delaware corporation, was incorporated
in 1996.  The Company provides offshore marine support and
transportation services primarily to companies involved in the
offshore exploration and production of oil and natural gas.  The
Company's vessels transport materials, supplies and personnel to
offshore facilities, and also move and position drilling and
production facilities.  The majority of the Company's operations
are conducted in the North Sea, offshore Southeast Asia and
offshore the Americas.  The Company currently operates a fleet of
73 owned or managed offshore supply vessels, or OSVs, in the
following regions: 30 vessels in the North Sea, 13 vessels offshore
Southeast Asia, and 30 vessels offshore the Americas.  The
Company's fleet is one of the world's youngest, largest and most
geographically balanced, high specification OSV fleets.  The
Company's owned vessels have an average age of approximately nine
years.

Gulfmark reported a net loss of $215 million in 2015 following net
income of $62.4 million in 2014.  As of Sept. 30, 2016, GulfMark
had $1.10 billion in total assets, $583.9 million in total
liabilities and $518.3 million in total stockholders' equity.

                          *     *     *

In January 2017, the TCR reported that S&P Global Ratings raised
its corporate credit rating on U.S.-based offshore service provider
GulfMark Offshore Inc. to 'CCC-' from 'CC'.  The rating outlook is
negative.  "The upgrade follows GulfMark Offshore's announcement on
Dec. 30, 2016, that it has terminated its tender offer to purchase
up to $300 million of its 6.375% senior unsecured notes due 2022 at
below par," said S&P Global Ratings' credit analyst Kevin Kwok.

In February 2016, that Moody's Investors Service downgraded
GulfMark Offshore's Corporate Family Rating (CFR) to 'Caa3' from
'B3', Probability of Default Rating (PDR) to 'Caa3-PD' from
'B3-PD', and senior unsecured notes to 'Ca' from 'Caa1'.


HALCON RESOURCES: S&P Retains 'B+' Rating on Secured 2nd Lien Debt
------------------------------------------------------------------
S&P Global Ratings said that it has revised its recovery rating to
'4' from '3' on U.S.-based exploration and production company
Halcon Resources Corp.'s senior unsecured debt.  The '4' recovery
rating indicates S&P's expectation of meaningful (30% to 50%,
higher end of range) recovery in the event of default.  The
issue-level rating on the senior unsecured debt remains 'B-'.

The 'B+' issue-level and '1' recovery ratings on the company's
secured second-lien debt, and the 'B-' corporate credit rating are
unchanged.  The outlook remains stable.

The revised recovery rating on the company's new unsecured debt
incorporates the Feb. 9, 2017, announcement that the company will
be increasing the issue amount on its recently issued senior
unsecured debt to $850 million.  As a result, recovery prospects
will decrease.  The company will use proceeds from the issuance to
repurchase the existing secured second-lien notes, which had been
scheduled to mature in 2020, and repay borrowings under the
company's credit facility.

Halcon Resources Corp.
Corporate credit rating                 B-/Stable/--

Issue-Level Rating Unchanged; Recovery Rating Revised
                                        To              From
Senior Unsecured                       B-              B-
  Recovery Rating                       4H              3L

Ratings Unchanged
Senior Secured 2nd Lien                B+
  Recovery Rating                       1


HANSELL/MITZELL: Taps Williams & Nulle as Accountant
----------------------------------------------------
Hansell/Mitzell, LLC, seeks authority from the U.S. Bankruptcy
Court for the Western District of Washington to employ Williams &
Nulle, PLLC as accountant to the Debtor.

Hansell/Mitzell requires Williams & Nulle to assist in the
preparation and filing of the Debtor's federal tax return.

Williams & Nulle will be paid at these hourly rates:

     Duane M. Gilliland             $200
     Bookkeepers                    $85-$95

Williams & Nulle will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Duane M. Gilliland, member of Williams & Nulle, 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.

Williams & Nulle can be reached at:

     Duane M. Gilliland
     WILLIAMS & NULLE, PLLC
     1101 8th St. D
     Anacortes, WA 98221
     Tel: (360) 293-6913

              About Hansell/Mitzell, LLC

Hansell/Mitzel LLC, dba Hansell Mitzel Homes, dba Resort
Maintenance Services, based in Mt. Vernon, Wash., filed a Chapter
11 petition (Bankr. W.D. Wash. Case No. 16-16311) on December 21,
2016. Hon. Timothy W. Dore presides over the case. John R Rizzardi,
Esq. of Cairncross & Hempelmann, P.S. serves as bankruptcy
counsel.

In its petition, the Debtor estimated $10 million to $50 million in
both assets and liabilities. The petition was signed by Daniel R.
Mitzel, managing member.



HARBORVIEW TOWERS: Hires Wolff & Orenstein as Testifying Experts
----------------------------------------------------------------
Council of Unit Owners of the 100 Harborview Drive Condominium,
seeks authority from the U.S. Bankruptcy Court for the District of
Maryland to employ Wolff & Orenstein, LLC as testifying experts to
the Debtor.

The Debtor requires Wolff & Orenstein to review and analyze
documentation and data to provide expert testimony on the
liquidation value of the Debtor's assets in a Chapter 7 proceeding
and providing expert witness testimony for purposes of confirmation
of a Chupter 11 plan.

Wolff & Orenstein will be paid at these hourly rates:

     Michael G. Wolff                 $450
     Support Service                  $125

Wolff & Orenstein will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Michael G. Wolff, member of Wolff & Orenstein, LLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

Wolff & Orenstein can be reached at:

     Michael G. Wolff
     WOLFF & ORENSTEIN, LLC
     15245 Shady Grove Road, Suite 465-N
     Rockville, MD 20850
     Tel: (301) 250-7232
     Fax: (301) 816-0592
     E-mail: mwolff@2olawgroup.com

              About Council of Unit Owners
           of the 100 Harborview Drive Condominium

Council of Unit Owners of the 100 Harborview Drive Condominium, a
condominium association, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 16-13049) on March 9, 2016.
The petition was signed by Dr. Reuben Mezrich, president. The
Debtor is represented by Paul Sweeny, Esq., at Yumkas, Vidmar,
Sweeney & Mulrenin, LLC. Judge James F. Schneider is assigned to
the case. The Debtor estimated assets and liabilities at $10
million to $50 million.


HILLSIDE OFFICE: Seeks April 11 Plan Filing Deadline Extension
--------------------------------------------------------------
Hillside Office Park, LLC asks the U.S. Bankruptcy Court for the
District of New Jersey to extend the exclusive time period during
which the Debtor may file a Chapter 11 Plan of Reorganization until
April 11, 2017.

The Debtor relates that it has been involved in negotiations with
Rowhurst Limited, a potential purchaser of the property located at
1350 Liberty Avenue and 360 Florence Avenue in the Township of
Hillside, New Jersey -- the Debtor's only asset of significant
value. The Debtor further relates that now that the negotiations
have been finalized, the Debtor is currently preparing its Chapter
11 Plan of Reorganization and Disclosure Statement for its
reorganization.

                 About Hillside Office Park, LLC

Headquartered in Hillside, New Jersey, Hillside Office Park, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. D. N.J. Case No.
16-19617) on May 17, 2016, estimating its assets and liabilities at
between $1 million and $10 million.  The petition was signed by
Glen A. Fishman, member of Maplewood Acquisition, LLC, member.

Judge Stacey L. Meisel presides over the case.

Donald F. Campbell, Jr., Esq., at Giordano Halleran & Ciesla, P.C.,
serves as the Debtor's bankruptcy counsel.


HOPE ACADEMY: Fitch Affirms 'B' Rating on $8.5MM Revenue Bonds
--------------------------------------------------------------
Fitch Ratings has affirmed the 'B' rating on approximately $8.5
million of public school academy limited obligation revenue bonds,
series 2011, issued by the Michigan Finance Authority on behalf of
Hope Academy.

The Rating Outlook is Stable.

SECURITY

Pledged revenues consist of up to 20% of state allocated per-pupil
foundation allowance (PPFA), and all other legally available,
unrestricted funds. The trustee intercepts the pledged revenues
from the state of Michigan monthly for bond debt service, prior to
remitting excess funds to Hope. Additionally, bondholders benefit
from a property mortgage and a debt service reserve.

KEY RATING DRIVERS

MULTIPLE FACTORS SUPPORT STABLE OUTLOOK: Hope's improved but still
slim fiscal 2016 operating performance, recent charter renewal for
four years (through 2020), and removal from the State priority list
(which indicates consistent academic progress) support the Stable
Outlook. However, three consecutive years of enrollment declines, a
very weak balance sheet, and high debt burden continue to drive the
current rating.

VERY WEAK BALANCE SHEET: Hope's balance sheet provides limited
flexibility to manage operating or enrollment fluctuations, and
related ratios are very weak. Fiscal 2016 available funds ratios,
as calculated by Fitch, were only 2% of operating expenses and 1.1%
of debt.

ACADEMIC PERFORMANCE REMAINS PRESSURED: Hope has improved academic
performance in recent years, although related rankings remain below
average. Hope was released from the state-designated 'Priority
School' list earlier in 2017, a list of Michigan schools with the
weakest academic rankings. Hope's charter authorizer reports
continued academic improvement.

ENROLLMENT DECLINES: Enrollment fell 4.2% in fall 2016, following
declines of 8.5% and 16.9% in each of the two previous years. Hope
had previously realized several years of growth. The recent
enrollment trend is partly due to general Detroit area population
losses and strong competition for existing students.

SLIM OPERATIONS: Hope achieved fiscal 2016 MADS coverage per Fitch
calculations (1.2x after non-cash adjustments), an improvement from
0.9x in fiscal 2015. Previously, Fitch-calculated coverage had met
or slightly exceeded DSC of 1.1x in six out of the last seven
fiscal years. Operations remain highly stressed due to enrollment
declines.

RATING SENSITIVITIES

ENROLLMENT AND FINANCIAL PERFORMANCE: Failure of Hope Academy, MI.,
to grow or stabilize enrollment, thereby strengthening operating
performance, and achieving debt service coverage (as calculated by
Fitch) would pressure the rating.

BALANCE SHEET: Consistently improved operating results over time
that support growth in operating reserves, combined with enrollment
stability, could support positive rating momentum.

STANDARD SECTOR CONCERNS: 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 which, if pressured, could negatively impact the
rating.

CREDIT PROFILE

Hope Academy is a K-8 charter school located near the historic
district of Detroit, MI (the city), and serves students living in
the city and surrounding suburbs. Hope has operated since 1998,
having received three five-year charters, a three-year charter
through June 2016, and most recently a four-year charter through
June 2020. Most students qualify for free or reduced lunch
assistance, and about 10% receive special education services. Hope
operates in a former public school building with capacity of about
700 students, which the charter authorizer characterizes as
attractive and well maintained.

ENROLLMENT PRESSURES

Enrollment declines remain a significant concern. Enrollment for
fall 2016 declined 4.2% to 503 students, following an 8.5% decline
in fall 2015 to 525 students and a 16.9% decline in fall 2014 to
574 students. This followed six years of enrollment growth, from
441 students in fall 2007 to 691 in fall 2013.

Management reports that lower enrollment is due to general
population declines in the Detroit metro area, which has an excess
of both public and charter school seats. Additionally, management
reports that neighborhood demographics are changing, with fewer
families with school-aged children. Hope does not provide student
transportation, which can be a competitive issue. Management
adjusted its fiscal 2016 and fiscal 2017 budgets to reflect actual
enrollment, making difficult expense decisions including several
lay-offs.

MANAGEMENT CHANGES

Hope made significant management changes to focus on student
academic achievement and lower expenses in fiscal 2015, continuing
into fiscals 2016 and 2017. These include changing to a
management-company structure with BFDI Educational Services (BES)
as manager and employer of all staff, hiring a new school leader,
cutting expenses, and laying off some non-teaching staff to focus
on academics. Effective fiscal 2015, Hope/BES employees are no
longer part of the state retirement system. Hope has a six-member
board.

A new school superintendent started in the 2014/2015 academic year,
and an acting principal position was made permanent in 2015/2016.
The school has an active working relationship with its authorizer,
Eastern Michigan University (EMU).

CHARTER RENEWAL

EMU renewed Hope's charter in 2016 for four years through 2020, an
improvement from the last three-year charter. Hope's former three
charters were the maximum five-years allowed in Michigan.

WEAK OPERATING PERFORMANCE

Audited fiscal 2016 results improved. The audited operating margin
was $774,000, but Fitch adjusted for non-cash pension accruals
resulting in a weaker negative $38,000. This resulted in an
operating margin of negative 0.8%, which was stronger than fiscal
2015's negative $316,000 (negative 5.6% margin). Operations in both
years reflected enrollment declines and essentially flat state
per-pupil funding. Historically, Hope's GAAP operating margin have
fluctuated; on a full accrual basis between fiscal 2008 and 2014
they have been modestly negative in five out of the last eight
years.

For the current fiscal 2017 budget year, management reports
operations remain very tight, but are on track for balanced results
and achieving the covenanted 1.1x coverage. Hope's state per-pupil
funding improved about 2.7% in fiscal 2017.

Fitch measures debt service coverage on a consolidated basis (which
appears to be different from bond covenants). Hope achieved at
least 1.0x current coverage in all but three of the last eight
years in Fitch's analysis. Fiscal 2016 coverage (excluding non-cash
pension revenue) was 1.2x, an improvement from only 0.9x in fiscal
2015.

Management reports that it met fiscal 2015 and 2016 coverage
covenants, which it measures using only general fund operations.
Hope has no new debt capacity at this time; management reports no
debt plans.

WEAK BALANCE SHEET

Hope has a very weak balance sheet relative to the rating category.
Available funds (AF), defined as cash and investments not
permanently restricted, was a nominally small $98,000 in fiscal
2016. This represented only 2% of annual operating expenses ($4.9
million) and 1.1% of outstanding debt ($8.5 million). Fitch views
the weak balance sheet reserves as limiting the school's ability to
absorb enrollment or state funding fluctuations.

The school has a 2017 state aid note for $950,000 (the same amount
as in the last three fiscal years) to smooth cash-flow during the
academic year. The note is secured by state per-pupil funding and
was about 19% of fiscal 2016 operating revenue. Hope reports that
state payments are consistently received on time.

ACADEMIC PERFORMANCE

Between fiscal 2013 and 2016, Michigan classified Hope as a
'Priority School', an under-performing institution with academic
achievement among the lowest 5% of all Michigan schools. Hope was
removed from the priority list in January 2017 due to its 2015/2016
academic year progress. Academic improvement remains a challenge,
and is a major focus of school management and EMU.

Several years ago Michigan adopted a hybrid of its previous
achievement test with some Common Core elements. The new test was
administered in the spring of 2015 and again in 2016. Hope's
2015/2016 Accountability Scorecard is classified as 'yellow', the
middle range of five academic categories.


IGP HOLDING: In Voluntary Liquidation
-------------------------------------
IGP Holding Company Ltd. is in voluntary liquidation (No. 557049)
pursuant to Section 204(1)(b) of the BVI Business Companies Act
2004.  Owen Thomas of 4700 Daybreak Parkway, South Jordan, Utah,
was named liquidator of the Company on Jan. 26, 2017.


IHEARTCOMMUNICATIONS INC: Private Exchange Offer Expires
--------------------------------------------------------
iHeartCommunications, Inc. announced the expiration of its private
offer to eligible holders of iHeartCommunications' outstanding
10.0% Senior Notes due 2018 to exchange Outstanding Notes for
newly-issued 11.25% Priority Guarantee Notes due 2021 of
iHeartCommunications.  The Exchange Offer expired at midnight, New
York City time, on Feb. 3, 2017.

As of the Expiration Time, approximately $737.9 million in
aggregate principal amount (or approximately 86.8%) of Outstanding
Notes, including approximately $503.0 million in aggregate
principal amount of Outstanding Notes held by subsidiaries of
iHeartCommunications, had been validly tendered and not withdrawn
in the Exchange Offer.  iHeartCommunications expects to deliver the
New Notes to be exchanged for the Outstanding Notes validly
tendered and not validly withdrawn on Feb. 7, 2017.  All
Outstanding Notes held by unaffiliated parties that were validly
tendered in the Exchange Offer will be exchanged for New Notes.
Outstanding Notes held by subsidiaries of iHeartCommunications that
were validly tendered in the Exchange Offer will be prorated so
that iHeartCommunications does not exceed its current secured debt
capacity under the indentures governing its existing indebtedness.
Accordingly, on the Settlement Date, iHeartCommunications expects
to issue approximately $476.4 million in aggregate principal amount
of New Notes, including approximately $241.4 million in aggregate
principal amount of New Notes to its subsidiaries.

All Outstanding Notes validly tendered in the Exchange Offer will
receive the early tender consideration of $1,000 principal amount
of New Notes for each $1,000 principal amount of Outstanding Notes
tendered.  Participating holders will also receive, with respect to
their Outstanding Notes accepted for exchange, accrued and unpaid
interest, in cash, from the last applicable interest payment date
up to, but not including, the Settlement Date.

Immediately following the Settlement Date, approximately $373.6
million in aggregate principal amount of Outstanding Notes will
remain outstanding.

The New Notes will be issued as "additional notes" under the
indenture governing iHeartCommunications' 11.25% Priority Guarantee
Notes due 2021 that were issued on Feb. 28, 2013, and will be
treated as a single class with such notes but will not trade
fungibly with such notes.

The New Notes were offered in reliance on exemptions from
registration under the Securities Act of 1933, as amended.  The New
Notes have not been registered under the Securities Act, and may
not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements.

                    About iHeartCommunications

iHeartCommunications, Inc., (formerly known as Clear Channel
Communications, Inc.) is a global media and entertainment company.
The Company specializes in radio, digital, outdoor, mobile,
social, live events, on-demand entertainment and information
services for local communities, and uses its unparalleled national
reach to target both nationally and locally on behalf of its
advertising partners.  The Company is dedicated to using the
latest technology solutions to transform the company's products
and services for the benefit of its consumers, communities,
partners and advertisers, and its outdoor business reaches over 40
countries across five continents, connecting people to brands
using innovative new technology.

IheartCommunications reported a net loss attributable to the
Company of $755 million on $6.24 billion of revenue for the year
ended Dec. 31, 2015, compared to a net loss attributable to the
Company of $794 million on $6.31 billion of revenue for the
year ended Dec. 31, 2014.

As of Sept. 30, 2016, IHeartcommunications had $12.82 billion in
total assets, $23.78 billion in total liabilities and a total
shareholders' deficit of $10.96 billion.

                       Bankruptcy Warning

"The ability to refinance the debt will depend on the condition of
the capital markets and our financial condition at such time.  
Any refinancing of the debt could be at higher interest rates and
increase debt service obligations and may require us and our
subsidiaries to comply with more onerous covenants, which could
further restrict our business operations.  The terms of existing
or future debt instruments may restrict us from adopting some of
these alternatives.  These alternative measures may not be
successful and may not permit us or our subsidiaries to meet
scheduled debt service obligations.  If we or our subsidiaries
cannot make scheduled payments on indebtedness, we or our
subsidiaries, as applicable, will be in default under one or more
of the debt agreements and, as a result we could be forced into
bankruptcy or liquidation," the Company said in its annual report
for the year ended Dec. 31, 2015.  

                           *    *    *

iHeartCommunications carries a 'Caa2 Corp.' corporate family rating
from Moody's Investors Service.

As reported by the TCR on Dec. 15, 2016, Fitch Ratings has
downgraded iHeartCommunications, Inc.'s Long-Term Issuer Default
Rating (IDR) to 'CC' from 'CCC'.  According to the report, the
downgrade reflects the increasing likelihood that iHeart will look
to restructure its debt within a year or two.

As reported by the TCR on Feb. 10, 2017, 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'.  "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.


ILPEA PARENT: S&P Gives Prelim. 'B' CCR on Refinancing Plans
------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term corporate
credit rating to U.S.-based magnetic gaskets manufacturer Ilpea
Parent Inc.  The outlook is stable.

At the same time, S&P assigned its 'B' preliminary issue rating to
the proposed senior secured debt facilities (U.S.
dollar-denominated $200 million term loan B, euro-denominated term
loan B of EUR24 million, and $25 million of revolving credit
facility (RCF), all senior secured and ranking pari passu).  S&P's
'3' preliminary recovery rating on these facilities reflects the
relatively low amount of prior-ranking liabilities and S&P's
expectation of about 50% recovery for shareholders in a payment
default.

The final rating will take be assigned within the next three months
and will depend upon the successful completion of the transaction
and S&P's satisfactory review of the final financing and preferred
units documentation.  Accordingly, the preliminary rating should
not be construed as evidence of a final rating.  If final
documentation departs from materials reviewed, S&P reserves the
right to reconsider its position.  Potential changes include, but
are not limited to, the amount of the funds raised, allocation of
the proceeds, and final characteristics of the outstanding
preferred units upon conversion.

Ilpea is considering the refinancing of its existing debt alongside
the redemption of preferred units currently held by Neuberger
Berman, management, and Intesa San Paolo--totaling
EUR98 million--with an eye to further streamline its ownership
structure.

As part of the transaction, the group will syndicate a seven-year
term loan B with a $200 million tranche, a EUR24 million tranche,
and a five-year $25 million RCF that will remain undrawn upon the
closing.  The funds raised, together with the outstanding cash on
the balance sheet, will be allocated to the just more than
EUR107 million refinancing of existing debt and the EUR98 million
redemption of preferred units (the residual amount being entitled
to transaction costs).

S&P assess this transaction as relatively aggressive, since the
bulk of unitholders are entitled to broadly 47% of the cash
proceeds.  In addition, it occurs in the wake of EUR53 million
extracted to evenly benefit ordinary shareholders and preferred
unitholders in 2016.  Yet, S&P considers the transaction will
benefit the company's ultimate capital structure given that it aims
for a partial redemption of the preferred unit classes implemented
in 2004 and 2009 that accrued at the aggressive compound rate of
18% a year.

S&P understands the outstanding EUR37 million preferred units will
be converted into preference shares with no maturity, structurally
subordinated to the debt capital structure, no voting rights, no
financial covenants, no security package, and no accruing interest,
which leads S&P to treat those as equity.  Ultimately, the company
will be effectively controlled by its management.

Ilpea is a global leading manufacturer of magnetic gaskets and
extruded and injected rubber and plastic products for the consumer
appliance industry and an innovative leader in extruded plastic and
other products for the automotive and building industries.
Headquartered in Italy, Ilpea operates in 13 countries through its
32 plants worldwide.  The company is projected to generate sales of
about EUR345 million and EBITDA of EUR54 million in fiscal year
2016 (ended Oct. 31) which represents a compound annual growth rate
of 3.9% in revenues and 5.1% in EBITDA since 2010.

Since its inception in the late 1960s, the group has progressively
extended its geographic spread and product mix to become a supplier
for blue chip appliances manufacturers (such as Whirlpool and
Electrolux), automotive manufacturers (such as Volkswagen and
Chrysler) or original equipment manufacturers (such as SKF).

S&P's assessment of the company's business risk profile is
constrained by its small size compared with other capital goods
companies, with revenues of less than EUR400 million and EBITDA of
about EUR50 million.  This, together with the heavy customer
concentration (its top three customers account for broadly 50% of
its revenues), could expose Ilpea to operating risk in case of
particularly adverse market conditions, in S&P's view.  S&P
believes the company has a less favorable negotiating power than
its larger blue chips customers whose more dominant positions allow
them to define trading terms.

Despite such weaknesses, Ilpea has sustainably delivered EBITDA
margins in mid-teen percentages on an adjusted basis.  Such decent
profitability, mostly fueled by its core and more profitable
appliance segment, stems from the three-to-five-year average tenure
of its contracts, alongside its ability to index raw materials
inflation through pass-through mechanisms.  In S&P's view, the
EBITDA margin erosion noticed during 2013-2014 was transitory.  At
the time, the group faced unfavorable exchange rates, various
inefficiencies in Brazil and the U.S.--since addressed--but it was
also restructuring and starting up new plants in Morocco, South
Africa, Brazil and Mexico to take advantage of local volumes and
lower labor costs.  Furthermore, on the strength of its leading
market position (more than 80% share in the magnetic gasket market
in the U.S., Europe, and Brazil) and 20 patented products, Ilpea
maintained a long-term relationships with large consumer appliances
manufacturers and original equipment manufacturers with no
occurrence of contract losses.

S&P's financial risk profile assessment encapsulates its view that
the contemplated transaction is relatively aggressive.  However,
S&P considers that the group's decent cash flow generation
resulting from adequate profitability and limited working capital
requirements, given its business model of just-in-time deliveries,
will translate into a very gradual deleveraging.

Until their effective redemption, S&P treats the preferred units as
debt because of their ownership by a financial investor, the
aggressive return rate of 18%, and the magnitude of cash extracted
in the past.  As a result, S&P's total debt calculation is expected
at about EUR250 million at year-end 2017 (including S&P's standard
adjustment of operating lease, pensions, and the portion of
nonrecourse factoring not dealt through the account receivables
platform).

In S&P's view, Ilpea's financial risk profile is at the weaker end
of the category relative to its peers, specifically in relation to
its free operating cash flow (FOCF)-to-debt ratio.  Because of this
and owing to risks related to its limited track record and its
absolute small size, we include a one-notch negative adjustment in
S&P's comparable ratings analysis.

The stable outlook reflects S&P's expectation that Ilpea's organic
growth in the existing magnetic gasket market for consumer
appliances and greater penetration in extruded plastics for the
automotive industry will translate into an EBITDA margin
sustainably in the mid-teens.  S&P expects the group's cash flow
generation will translate into total debt to EBITDA just below 5.0x
and FFO to debt of about 12%-15% by year-end 2017 and in 2018.

S&P could lower the rating if the company faced the loss of
significant contracts or granted significantly higher discounts on
existing contracts than S&P currently anticipates, which would lead
to weakened revenues, EBITDA, and cash flow metrics compared with
S&P's base case.  A more aggressive financial policy through
heavier returns to unitholders or deteriorating liquidity could
also put the rating under pressure.  A ratio of FFO to debt below
12% and adjusted debt to EBITDA above 5.0x could lead to a
downgrade.  Likewise FFO cash interest coverage converging toward
less than 2.5x could also trigger a negative rating action.

Given the company's absolute small size, S&P sees the upward
pressure on the rating as remote.  However, S&P could take a
positive rating action if the company outperforms its base-case
projections, with the EBITDA margin improving sustainably to the
16%-18% range, and if it demonstrates a supportive financial
policy, such as a constant deleveraging path alongside the lack of
further returns to shareholders.  Adjusted FFO to debt sustainably
above 20% and positive FOCF generation at least of about 15%,
together with adequate liquidity, would support a positive rating
action.



IMMUCOR INC: Bank Debt Trades at 3% Off
---------------------------------------
Participations in a syndicated loan under Immucor Inc. is a
borrower traded in the secondary market at 97.50
cents-on-the-dollar during the week ended Friday, Feb. 3, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.35 percentage points from the
previous week.  Immucor Inc. pays 375 basis points above LIBOR to
borrow under the $0.665 billion facility. The bank loan matures on
Aug. 19, 2018 and carries Moody's B2 rating and Standard & Poor's
B- rating.  The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Feb. 3.


INNOVATIVE CONSTRUCTION: Hearing on Disclosures Set For March 14
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
will hold on March 14, 2017, at 10:00 a.m. a hearing to consider
the approval of Innovative Construction, Inc.'s second amended
disclosure statement to accompany the Debtor's amended plan dated
Feb. 3, 2017.

Objections to the Second Amended Disclosure Statement must be filed
by March 7, 2017.

The Troubled Company Reporter, on Feb. 10, 2017, reported that the
Debtor 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 $5,000 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 filed for Chapter 11 bankruptcy protection (Bankr. W.D.
Pa. Case No. 16-20088) on Jan. 12, 2016. The petition was signed by
Linda Menichino, president.

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

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


INTERNATIONAL BRIDGE: Has Until Feb. 28 to Use Cash Collateral
--------------------------------------------------------------
Judge Robert D. Berger of the U.S. Bankruptcy Court for the
District of Kansas authorized International Bridge Corporation to
use cash collateral on an interim basis, until
Feb. 28, 2017.

Judge Berger acknowledged that the Debtor has an immediate and
critical need to use cash collateral in order to preserve and
protect the value of its assets.  He further acknowledged that the
Debtor has no source of income other than from the operation of its
business.

TOA Corporation, the Government of Guam, Department of Revenue and
Taxation, Leidos, Inc., and the Internal Revenue Service, may claim
an interest or lien in the cash collateral.

The Debtor wanted authority to use cash collateral generated
post-Petition, which is comprised primarily of accounts receivable
due under its Insurance and Maintenance Agreement with CaPFA
Capital Corp. 2010A for the John F. Kennedy High School in Guam or
of proceeds from the assignment of that Agreement, and a
determination by the Court that no further adequate protection is
currently necessary.

The Debtor is authorized to use cash collateral in order to conduct
its day-to-day operations including, but not limited to, the
payment of utility expenses, payment for the purchase of supplies
and other various overhead expenses, payment of income to its
employees, payment of attorney's fees, and for payment of the
United States Trustee's assessments and other expenses in the
Chapter 11 proceeding.

The Debtor is directed to continue making monthly payments to the
IRS in the amount of $2,000.  The IRS was granted a continuing and
replacement lien in accounts receivable created post-petition.

Judge Berger held that the Debtor will not be obligated to provide
additional adequate protection at the moment.

A continued hearing on the Debtor's use of cash collateral is
scheduled on Feb. 16, 2017 at 1:30 p.m.

A full-text copy of the Interim Order, dated Feb. 6, 2017, is
available at
http://bankrupt.com/misc/InternationalBridge2015_1520951_193.pdf

TOA Corporation is represented by:

          Katherine Vance, Esq.
          224 S. Bolder, Suite 225
          Tulsa, OK 74103
          Telephone: (918) 581-6686
          E-mail: Katherine.Vance@USDOJ.gov

Leidos, Inc. is represented by

          Christine E. Baur, Esq.
          LAW OFFICE OF CHRISTINE E. BAUR
          4653 Carmel Mountain Road, Suite 308 #332
          San Diego, California 92130
          Telephone: (858) 350-3757
          
             About International Bridge Corporation

International Bridge Corporation, a contractor for government
projects in the South Pacific and Guam, sought Chapter 11
protection (Bankr. D. Kan. Case No. 15-20951) in Kansas City on May
7, 2015.  Robert Toelkes, the sole shareholder and manager, signed
the petition.  The Debtor disclosed total assets of $17.4 million
and total debt of $27.4 million.

The case is assigned to Judge Robert D. Berger.  The Debtor tapped
Wesley F. Smith, Esq., at Stevens & Brand, LLP, as its counsel.
Wyatt A. Hoch, Esq., at Foulston Siefkin, LLP, serves as the
Debtor's special litigation counsel.  Robert G. Nath, at Robert G.
Nath, PLLC, represents the Debtor as special tax counsel.          


INTOWN COMPANIES: Wants to Use Cash Collateral for Roof Repairs
---------------------------------------------------------------
The Intown Companies, Inc. dba American Quality Lodge requests the
U.S. Bankruptcy Court for the Northern District of Florida for
authority to use cash collateral.

The Debtor owns and operates the American Quality Lodge in Panama
City, Florida.

The Debtor relates that a few of the hotel roofs are in need of
permanent repair.  The Debtor further relates that pursuant to the
March 2015 Final Cash Collateral Order, any expenses outside the
ordinary course would need to be approved by Panama Assets, LLC
and/or the Court.

The Debtor says that it has sought multiple bids to repair the
roofs on Buildings 1 and 2 of the hotel, and the most comprehensive
and best bid on the project was from Greg's Roofing of Bay County,
Inc. Greg's Roofing proposal contemplates compensation for the
repairs in the fixed amount of $94.800, which is payable $30,000 at
the start of the work and $64,800 upon the completion.

The Debtor believes that it would be in the best interest of the
estate to have the roofs repaired as quickly as possible to
preserve value of the estate.  The Debtor also believes that the
current monthly payment as well as the increase in value by the
addition of the new roof is sufficient to adequately protect Panama
Assets, LLC.

A full-text copy of the Debtor's Motion, dated February 7, 2017, is
available at https://is.gd/8Vq7Ey

               About The Intown Companies

The Intown Companies, Inc., dba American Quality Lodge, based in
Tucker, Georgia, filed a Chapter 11 petition (Bankr. N.D. Fla. Case
No. 14-50374) on Nov. 11, 2014.  The Petition was signed by Melton
Harrell, president.  The case is assigned to Judge Karen K. Specie.
At the time of filing, the Debtor estimated $1 million to $10
million in both assets and liabilities.

Thomas B. Woodward, Esq., of the law office of Thomas B. Woodward,
Atty., serves as the Debtor's bankruptcy counsel, and Jason A.
Burgess, Esq., at The Law Offices of Jason A. Burgess LLC, verves
as the Debtor's counsel.

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


ISAACSON IMPLEMENT: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Isaacson Implement Company, Inc.
        337 Main Street
        Nerstrand, MN 55053

Case No.: 17-30382

Chapter 11 Petition Date: February 10, 2017

Court: United States Bankruptcy Court
       District of Minnesota (St Paul)

Judge: Hon. William J Fisher

Debtor's Counsel: Mark J Kalla, Esq.
                  LAPP, LIBRA, THOMSON, STOEBNER & PUSCH, CHTD.
                  120 S Street S, Ste 2500
                  Minneapolis, MN 55402
                  Tel: 612-338-5815
                  Fax: 612-338-6651
                  E-mail: mkalla@lapplibra.com

Total Assets: $5.92 million

Total Liabilities: $1.84 million

The petition was signed by David Isaacson, president.

A copy of the Debtor's list of 19 unsecured creditors is available
for free at http://bankrupt.com/misc/mnb17-30382.pdf


JEFFREY L. MILLER: Hires Owen & Dunivan as General Counsel
----------------------------------------------------------
Jeffrey L. Miller Investments, Inc. seeks authorization from the
U.S. Bankruptcy Court for the Middle District of Florida to employ
Owen & Dunivan, PLLC and Bryant H. Dunivan, Jr., Esq. as corporate
general counsel.

The Debtor is the Plaintiff in a lawsuit, styled Jeffrey L. Miller
Investments, Inc. v. New Springs, Inc., Case No.: 16-CA-6764,
Division: F, presently pending in the Circuit Court for
Hillsborough County, Florida.  In its complaint, the Debtor is
seeking monetary damages against New Springs, Inc. due to its
failure to make contractual lease payments.

The Debtor requires Owen & Dunivan to:

   (a) represent the interests of the Debtor in the above-
       mentioned Circuit Civil Court action pending in
       Hillsborough County, State of Florida;

   (b) defend and pursue any landlord/tenant actions the Debtor
       may have, in Hillsborough County, Florida; and

   (c) assist in collecting debts; and to provide other general
       legal services as needed.

The firm and Mr. Dunivan will be compensated at $225 per hour.

Mr. Dunivan 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.

The firm can be reached at:

       Bryant H. Dunivan, Jr., Esq.
       OWEN & DUNIVAN, PLLC
       615 W. DeLeon Street
       Tampa, FL 33606
       Tel: (813) 502-6768
       E-mail: bdunivan@mjolegal.com

                About Jeffrey L. Miller Investments

Jeffrey L. Miller Investments, Inc., based in Tampa, FL, filed a
Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-10036) on Nov.
23, 2016. The petition was signed by Jeffrey L. Miller, president.
The Debtor is represented by Buddy D. Ford, Esq., at Buddy D. Ford,
P.A.  The Debtor disclosed $6.54 million in assets and $4.18
million in liabilities at the time of the filing.


KENTISH TRANSPORTATION: Taps Maples Law as Attorneys
----------------------------------------------------
Kentish Transportation, Inc. seeks authorization from the U.S.
Bankruptcy Court for the Northern District of Alabama to employ
Maples Law Firm, P.C. as attorneys.

The Debtor requires Maples Law to:

   (a) prepare pleadings and applications and conduct
       examinations incidental to any related proceedings or to
       the administration of this case;

   (b) develop the relationship of the status of the Debtor to the

       claims of creditors in this case;

   (c) advise the Debtor of its rights, duties, and obligations as

       Debtor operating under Chapter 11 of the Bankruptcy Code;

   (d) take any and all other necessary action incident to the
       proper preservation and administration of this Chapter 11
       case; and

   (e) advise and assist the Debtor in the formation and
       preservation of a plan pursuant to Chapter 11 of the
       Bankruptcy Code, the disclosure statement, and any and all
       matters related thereto.

Maples Law will be paid at these hourly rates:

       Partner              $360
       Associates           $205-$215
       Paralegals           $55-$130

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

Stuart M. Maples, member of Maples Law, 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.

Maples Law can be reached at:

       Stuart M. Maples, Esq.
       MAPLES LAW FIRM, P.C.
       200 Clinton Ave. West, Suite 1000
       Huntsville, AL 35801
       Tel: (256) 489-9770
       Fax: (256) 489-9720
       E-mail: smaples@mapleslawfirmpc.com

Kentish Transportation, Inc. fka KTI Express Courier, based in
Huntsville, Ala., filed a Chapter 11 petition (Bankr. N.D. Ala.
Case No. 17-80242) on January 25, 2017.  The Hon. Clifton R. Jessup
Jr. presides over the case.  Stuart M Maples, Esq., at Maples Law
Firm, PC, as bankruptcy counsel.

In its petition, the Debtor declared $99,948 in total assets and
$1.11 million in total liabilities.  The petition was signed by
Cecilio Kentish, Jr., president/CEO.

A list of the Debtor's 20 largest unsecured creditors is
available for free at: http://bankrupt.com/misc/alnb17-80242.pdf


KHWY INC: Hires Aronson Professional Services as Accountant
-----------------------------------------------------------
KHWY, Inc., seeks authority from the U.S. Bankruptcy Court for the
District of Nevada to employ Aronson Professional Services, Inc. as
accountant to the Debtor.

KHWY, Inc. requires Aronson Professional to:

     a. assist and advise the Debtor in the preparation and
        filing of tax returns; and

     b. prepare other financial statements as needed.

Aronson Professional will be paid as follows:

     Hourly rate                           $200

     Form 1120S
     Corporate Tax Regurn                  $200 flat fee

     Tax Technology &
     Tax Processing Charge                 $85 per hour

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

Steve Aronson, member of Aronson Professional Services, 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.

Aronson Professional can be reached at:

     Steve Aronson
     ARONSON PROFESSIONAL SERVICES, INC.
     1030 N State St.
     Chicago, IL 60610
     Tel: (312) 214-4375

              About KHWY, Inc.

KHWY Inc., based in Las Vegas, NV, filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 17-10530) on February 7, 2017. The Hon.
Mike K. Nakagawa presides over the case. Matthew L. Johnson, Esq.,
at Johnson & Gubler, P.C., as bankruptcy counsel.

In its petition, the Debtor estimated $645,000 in assets and $1.79
million in liabilities. The petition was signed by Kirk Anderson,
managing member.

The Debtor hired Repp Law Firm as special counsel, Aronson
Professional Services, Inc. as accountant, Spectrum Media, LLC as
sales broker.


KHWY INC: Hires Johnson & Gubler as Counsel
-------------------------------------------
KHWY, Inc., seeks authority from the U.S. Bankruptcy Court for the
District of Nevada to employ Johnson & Gubler, P.C. as counsel to
the Debtor.

KHWY, Inc. requires Johnson & Gubler to:

   a. institute, prosecute or defend any lawsuits, adversary
      proceedings and contested matters arising out the
      bankruptcy proceeding in which the Debtor may be a party;

   b. assist in the recovery and obtaining necessary Court
      approval for recovery and liquidation of estate assets, and
      to assist in the protecting and preserving the same where
      necessary;

   c. assist in determining the priorities and status of claims
      and file objections thereto where necessary;

   d. assist in preparation of a disclosure statement and plan of
      reorganization; and

   e. advise the Debtor and perform all other legal services for
      the Debtor which may become necessary in this bankruptcy
      proceeding.

Johnson & Gubler will be paid at these hourly rates:

     Attorneys              $425
     Paralegals             $175

Johnson & Gubler will be paid a retainer in the amount of $25,000.

Johnson & Gubler will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Matthew L. Johnson, member of Johnson & Gubler, 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.

Johnson & Gubler can be reached at:

     Matthew L. Johnson, Esq.
     JOHNSON & GUBLER, P.C.
     8831 West Sahara Avenue
     Las Vegas, NV 89117
     Tel: (702) 471-0065
     Fax: (702) 471-0075
     E-mail: mjohnson@mjohnsonlaw.com

              About KHWY, Inc.

KHWY Inc., based in Las Vegas, NV, filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 17-10530) on February 7, 2017. The Hon.
Mike K. Nakagawa presides over the case. Matthew L. Johnson, Esq.,
at Johnson & Gubler, P.C., as bankruptcy counsel.

In its petition, the Debtor estimated $645,000 in assets and $1.79
million in liabilities. The petition was signed by Kirk Anderson,
managing member.

The Debtor hires Repp Law Firm as special counsel, Aronson
Professional Services, Inc. as accountant, Spectrum Media, LLC as
sales broker.


KHWY INC: Hires Repp Law as Special Counsel
-------------------------------------------
KHWY, Inc., seeks authority from the U.S. Bankruptcy Court for the
District of Nevada to employ Repp Law Firm as special counsel to
the Debtor.

KHWY, Inc. requires Repp Law to:

   a. assist and advise the Debtor regarding Federal
      Communications Commission rules and regulations governing
      the operation of the radio stations;

   b. file requisite applications with the Federal Communications
      Commission for a radio licensee entering and exiting
      bankruptcy; and

   c. advise the Debtor and perform all other legal services
      relating to communications for the Debtor which may become
      necessary in the bankruptcy proceeding.

Repp Law will be paid at these hourly rates:

     Attorneys                 $445
     Paralegals                $185

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

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

Repp Law can be reached at:

     Marissa Repp, Esq.
     REPP LAW FIRM
     555 13th St. NW, Suite 800 E
     Washigton, DC 20004
     Tel: (202) 637-6845

              About KHWY, Inc.

KHWY Inc., based in Las Vegas, NV, filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 17-10530) on February 7, 2017. The Hon.
Mike K. Nakagawa presides over the case. Matthew L. Johnson, Esq.,
at Johnson & Gubler, P.C., as bankruptcy counsel.

In its petition, the Debtor estimated $645,000 in assets and $1.79
million in liabilities. The petition was signed by Kirk Anderson,
managing member.

The Debtor hires Repp Law Firm as special counsel, Aronson
Professional Services, Inc. as accountant, Spectrum Media, LLC as
sales broker.


KHWY INC: Hires Spectrum Media as Sales Broker
----------------------------------------------
KHWY, Inc., seeks authority from the U.S. Bankruptcy Court for the
District of Nevada to employ Spectrum Media, LLC as sales broker to
the Debtor.

KHWY, Inc. requires Spectrum Media to represent and assist the
Debtor in marketing and sales of its radio station licenses and
equipment known as KHYZ-FM, KYHZ-FM2, KHDR-FM, KIXW-FM, KHRQ-FM,
KIXF-FM, KHWY-FM and KRXV-FM.

Spectrum Media will be paid a contingent fee of 10% of the total
consideration.

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

Spectrum Media can be reached at:

     Scott Knoblauch
     SPECTRUM MEDIA, LLC
     E-mail: scott@spectrummediallc.com
     Tel: (864) 233-9530

              About KHWY, Inc.

KHWY Inc., based in Las Vegas, NV, filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 17-10530) on February 7, 2017. The Hon.
Mike K. Nakagawa presides over the case. Matthew L. Johnson, Esq.,
at Johnson & Gubler, P.C., as bankruptcy counsel.

In its petition, the Debtor estimated $645,000 in assets and $1.79
million in liabilities. The petition was signed by Kirk Anderson,
managing member.

The Debtor hires Repp Law Firm as special counsel, Aronson
Professional Services, Inc. as accountant, Spectrum Media, LLC as
sales broker.



KOKUA TECHNOLOGIES: Hires Gold Gerstein as Accountant
-----------------------------------------------------
Kokua Technologies, LLC, seeks authority from the U.S. Bankruptcy
Court for the District of New Jersey to employ Gold Gerstein Gropu,
LLC as accountant to the Debtor.

Kokua Technologies requires Gold Gerstein to:

   a. prepare monthly operating reports;

   b. bookkeeping;

   c. prepare tax returns; and

   d. assist in formulating and confirming Plan of
      Reorganization.

Gold Gerstein will be paid at the rate of $1,950 per month.

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

Kenneth M. Annarelli, member of Gold Gerstein Group, LLC, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

Gold Gerstein can be reached at:

     Kenneth M. Annarelli
     GOLD GERSTEIN GROPU, LLC
     505 Pleasant Valley Avenue
     Moorestown, NJ 08057
     Tel: (856) 727-0100

              About Kokua Technologies, LLC

Kokua Technologies, LLC filed a Chapter 11 bankruptcy petition
(Bankr. D.N.J. Case No. 17-10002) on January 1, 2017, disclosing
under $1 million in both assets and liabilities. Ellen M. McDowell,
Esq., at McDowell Posternock Appell & Detrick PC, serves as Chapter
11 counsel; and Gold Gerstein Gropu, LLC as accountant.


KOPH INC: Can Continue Using FCFB Cash Collateral Until April 11
----------------------------------------------------------------
Judge Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Koph, Inc., to use the
cash collateral First Community Financial Bank from February 7,
2017 through April 11, 2017

The Debtor was authorized to use cash collateral to pay the
ordinary and necessary post petition expenses related to the
operation of its restaurant business at 13717 S. Route 30,
Plainfield, IL.

First Community Financial Bank was granted valid, perfected and
enforceable post-petition replacement liens on all proceeds of
existing cash collateral, and all new collateral, to the same
extent that it had perfected liens prepetition.

As additional adequate protection, the Debtor was directed to make
monthly adequate protection payments to First Community Financial
Bank in the amount of $600.

A continued hearing on the Debtor's further use of cash collateral
will be held on April 7, 2017 at 10:30 a.m.

A full-text copy of the Third Agreed Order, dated February 7, 2017,
is available at https://is.gd/656vKE

                   About Koph, Inc.

Koph, Inc., is a corporation that operates a restaurant known as
Katie O'Connor's Pint House and Eatery at 13717 S. Route 30 in
Plainfield, Illinois.

Koph, Inc., filed a chapter 11 petition (Bankr. N.D. Ill. Case No.
16-36244) on Nov. 14, 2016.  The petition was signed by its
President, Robert J. Darin.  The Debtor is represented by David P.
Lloyd, Esq., at David P. Lloyd, Ltd.  At the time of filing, the
Debtor estimated assets at $0 to $50,000 and liabilities at
$100,000 to $500,000.


KRONOS ACQUISITION: S&P Affirms 'B-' CCR; Outlook Stable
--------------------------------------------------------
S&P Global Ratings said it affirmed its 'B-' long-term corporate
credit rating on Kronos Acquisition Holdings Inc. based on the
proposed recapitalization and the expectation that the company's
US$235 million senior notes add-on will not have a material impact
on Kronos' fixed charges.  The outlook is stable.

Kronos is proposing to issue a US$235 million add-on to its
existing 9% senior unsecured notes.  The company will use the
proceeds from the unsecured notes to repay a portion of the term
loan outstanding.  The debt repayment improves the recovery
prospects on Kronos' first-lien term loan stemming from lower
first-lien debt outstanding at default, pushing the recovery just
above 70%.  As a result, S&P is raising the issue-level rating on
Kronos' first-lien term loan to 'B' from 'B-' and revising S&P's
recovery rating on the debt to '2' from '3'.  A '2' recovery rating
indicates S&P's expectation of substantial (70%-90%; lower half of
the range) recovery in default.  Since the revised recovery on the
secured debt is just in excess of 70%, any future add-on to the
senior secured loan without a corresponding increase in enterprise
value could lead S&P to revise the recovery rating to '3'.

At the same time, S&P Global Ratings affirmed its 'CCC' issue-level
rating on Kronos' senior unsecured notes, including the proposed
US$235 million add-on.  The '6' recovery on the notes is unchanged,
reflecting S&P's expectation of negligible (0%-10%) recovery in
default.

"The debt upgrade reflects improved recovery prospects on Kronos'
term loan stemming from the proposed debt repayment and lower
first-lien debt outstanding at default,; pushing the recovery just
above 70%," said S&P Global Ratings credit analyst Nayeem Islam.

The ratings on Kronos reflect S&P Global Ratings' view of the
company's steady market positions in a range of consumer products,
as well as a heavy debt load and ownership by a succession of
private equity sponsors.  S&P do not expect the proposed
transaction to have a material impact on the company's fixed
charges as higher interest will be offset by lower annual debt
amortization.  As a result, S&P expects Kronos will maintain
adequate liquidity and generate sufficient cash flows to cover
approximately US$150 million of fixed charges relating to interest,
capital expenditures, and debt amortization.

The stable outlook reflects S&P Global Ratings' expectation that
Kronos will improve its earnings and maintain EBITDA cash interest
coverage of about 1.7x-2.0x.  S&P also expects the company to
generate sufficient cash flows to cover fixed charges and maintain
adequate liquidity.

S&P could lower the ratings if Kronos is unable to generate
sufficient operating cash flows to cover approximately
US$150 million of fixed charges for interest, capital expenditures,
and debt amortization.  S&P believes such a scenario would be
precipitated by weakness in the company's operating performance due
to lower demand, operational missteps, or significant restructuring
expenses.

S&P is unlikely to raise the ratings over the next year, given
Kronos' aggressive financial policies, high debt burden, and
limited deleveraging prospects owing to relatively large fixed
charges.  That said, S&P could raise its ratings if Kronos improves
its credit metrics, including fully adjusted debt leverage below 6x
and EBITDA interest coverage approaching 3x.



LADERA PARENT: Hires Robinson Brog as Counsel
---------------------------------------------
Ladera Parent LLC, et al., seek authority from the U.S. Bankruptcy
Court for the Southern District of New York to employ Robinson Brog
Leinwand Greene Genovese & Gluck P.C. as counsel to the Debtor.

Ladera Parent requires Robinson Brog to:

   a. provide advice to the Debtors with respect to their powers
      and duties under the Bankruptcy Code in the continued
      operation of their business and the management of their
      property;

   b. negotiate with creditors of the Debtors, prepare plans of
      reorganization and take the necessary legal steps to
      consummate the plans, including negotiations with respect
      to financing the plans;

   c. appear before the various taxing authorities to work out a
      plan to pay taxes owing in installments;

   d. prepare on the Debtors' behalf necessary applications,
      motions, answers, replies, discovery requests, forms of
      orders, reports and other pleading and legal documents;

   e. appear before the Court to protect the interest of the
      Debtors and their estates, and represent the Debtors in all
      matters pending before the Court;

   f. perform all other legal services for the Debtors that may
      be necessary herein; and

   g. assist the Debtors in connection with all aspects of the
      Chapter 11 cases.

Robinson Brog will be paid at these hourly rates:

     Shareholders                $475-$675
     Associates                  $385-$465
     Paralegal                   $200-$300

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

A. Mitchell Greene, member of Robinson Brog Leinwand Greene
Genovese & Gluck 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 Debtors and their estates.

Robinson Brog can be reached at:

     A. Mitchell Greene, Esq.
     ROBINSON BROG LEINWAND GREENE
     GENOVESE & GLUCK P.C.
     875 Third Avenue
     New York, NY 10022
     Tel: (212) 603-6300

              About Ladera Parent LLC

Ladera Parent LLC, based in New York, NY, and its affiliates, filed
a Chapter 11 petition (Bankr. S.D.N.Y. Lead Case No. 16-13382) on
December 4, 2016. A. Mitchell Greene, Esq., at Robinson Brog
Leinwand Greene Genovese & Gluck P.C., as bankruptcy counsel.
Phillips Nizer LLP as special real estate & corporate counsel,
Phillips Nizer LLP, as special counsel.

Ladera Parent listed $21 million in assets and $21.02 million in
liabilities; and Ladera, LLC listed $75 million in assets and
$45.75 million in liabilities.

The petition was signed by Hans Futterman, manager.


LENSAR INC: Taps Armory Securities as Financial Advisor
-------------------------------------------------------
Lensar, Inc. seeks approval from the U.S. Bankruptcy Court for the
District of Delaware to hire a financial advisor.

The Debtor proposes to hire Armory Securities, LLC to provide these
services in connection with its Chapter 11 case:

     (a) familiarize itself with the business, operations,
         properties, financial condition and prospects of the
         Debtor;

     (b) advise and assist the Debtor in structuring and effecting

         the financial aspects of a restructuring of its equity,
         indebtedness, obligations or liabilities through a plan
         of reorganization;

     (c) provide assistance to management in connection with
         developing and updating its 13-week cash flow forecasts
         and other related forecasts;

     (d) assist the Debtor and its team to further identify and
         implement both short-term and long-term liquidity
         generating initiatives;

     (e) assist in developing and implementing cash management
         strategies, tactics and processes;

     (f) assist the management team in monitoring weekly cash
         allocation and cash management processes;

     (g) assist the Debtor in responding to requests for
         information from the U.S. trustee and preparing the
         monthly operating reports;

     (h) assist the Debtor in developing and implementing
         employee, customer and vendor communications programs;

     (i) assist the Debtor in the design and implementation of a
         restructuring strategy to maximize enterprise value;

     (j) assist in obtaining and presenting information;

     (k) provide financial advice and assist in developing,
         revising, and seeking approval of the plan;

     (l) provide financial advice and assist in structuring any
         new debt or securities to be issued under the plan;

     (m) assist the Debtor in developing analysis, projections,
         and reports in support of a plan;

     (n) participate in hearings before the court; and

     (o) assist the Debtor and participate in negotiations with
         entities or groups affected by the plan.

The hourly rates charged by the firm are:

     Managing Directors         $750
     Senior Vice-Presidents     $550
     Vice-Presidents            $450
     Associates                 $350
     Analysts                   $250

Eben Paul Perison, senior managing director of Armory Securities,
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:

     Eben Paul Perison
     Armory Securities, LLC
     1230 Rosecrans Avenue
     Manhattan Beach, CA 90266
     Phone: 310-220-6400

                        About Lensar Inc.

Lensar, Inc. -- http://www.lensar.com/-- is involved in next  
generation femtosecond laser technology for refractive cataract
surgery.  The LENSAR Laser System with Streamline II offers
cataract surgeons automation and customization of essential steps
of the refractive cataract surgery procedure with the highest
levels of precision, accuracy, and efficiency, while optimizing
overall visual outcomes.

The Debtor filed a chapter 11 petition (Bankr. Del. Case No.
16-12808) on Dec. 16, 2016.  The petition was signed by Nicholas T.
Curtis, chief executive officer.  The Debtor estimated $50 million
to $100 million in assets and liabilities.

Matthew Summers, Esq., at Ballard Spahr LLP, represents the Debtor.
Epiq Bankruptcy Solutions, LLC, serves as notice and claims agent
and administrative advisor.

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

On January 24, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.  The plan, which proposes
to pay general unsecured creditors in full, will be funded through
exit loan to be provided by PDL Biopharma Inc. and cash on hand.


LEXEL IMAGING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Lexel Imaging Systems, Inc.
           fdba Phosphor Solutions
           fdba Equipment Time
        1500 Bull Lea Road, Suite 150
        Lexington, KY 40511

Case No.: 17-50240

Chapter 11 Petition Date: February 10, 2017

Court: United States Bankruptcy Court
       Eastern District of Kentucky (Lexington)

Debtor's Counsel: Jamie L. Harris, Esq.
                  DELCOTTO LAW GROUP PLLC
                  200 North Upper Street
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  E-mail: jharris@dlgfirm.com

Estimated Assets: $1 million to $10 million

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

The petition was signed by William Frohoff, president.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/kyeb17-50240.pdf


LIFSCHULTZ ESTATE: Creditor Objects to Disclosure Statement
-----------------------------------------------------------
Lawrence Lifschultz, a creditor, filed an affidavit with the U.S.
Bankruptcy Court for the Southern District of New York stating his
objections to the disclosure statement explaining the Debtor to the
Debtor Lifschultz Estate Management LLC,

In the disclosure statement, the Debtor says the will by the
creditor's father gave Bruce Abbott two out four shares of the
Estate.  Lawrence Lifschultz claims that this is completely false.

Counsel for the Debtor also says the creditor's "interest in the
property was assigned to David Lifschultz pursuant to a decision
and order" by the Surrogate Court. This is also untrue, the
creditor told the Court.  David failed to comply numerous terms of
the Settlement Agreement, and David's financial disclosure
statement upon investigation has proven to be fraudulent, the
creditor said.

In the creditor's view, the management of the Debtor should not be
permitted to proceed with its organizational plan to sell the
property. The moral and ethical character of the management of the
Debtor does not pass muster, the creditor asserts.

Further, he believes that through a 1104 motion or a conversion to
chapter 7, an independent trustee should be put charge of any sale
of the asset of the Debtor.

                  About Lifschultz Estate

Lifschultz Estate Management LLC is a member managed limited
liability company organized under New York law.  The two members
of
the Debtor are Bruce Abbott and his uncle, David Lifschultz.  The
Debtor is the deed holder of a four acre parcel of real property
located at 220 Hommocks Road, Larchmont, New York 10538.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S. D. N.Y. Case No. 16-23144) on Aug. 23, 2016.  The
petition was signed by Bruce S. Abbott, managing member.  

The case is assigned to Judge Robert D. Drain.

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

Jonathan S. Pasternak, Esq., at Delbello Donnellan Weingarten Wise
& Wiederkehr, LLP, serves as the Debtor's bankruptcy counsel.


LIMITLESS MOBILE: Hires MVP Capital as Investment Banker
--------------------------------------------------------
Limitless Mobile, LLC seeks authorization from the U.S. Bankruptcy
Court for the District of Delaware to employ MVP Capital, LLC, a
division of Financial Telesis, Inc., as investment banker for the
Debtor.

The Debtor requires MVP to:

   (a) assist the Debtor in the preparation of prospecting
       materials that include business and financial information
       about the Selected Assets, a description of the proposed
       Sale Transaction, and other relevant information as Buyers
       may reasonably request;

   (b) contact and seek to elicit interest from one or more Buyers

       to participate in the Sale Transaction;

   (c) assist in the preparation and delivery of Debtor-provided
       due diligence materials in response to requests by the
       Buyers;

   (d) advise the Debtor as to the procedures to obtain favorable
       terms and conditions of a Sale Transaction;

   (e) assist the Debtor and its legal counsel, as requested by
       the Debtor, in negotiating definitive documents; and

   (f) such other and further advisory services as may be agreed
       upon from time-to-time in writing by both the Debtor and
       MVP.

MVP will be compensated for the Services, subject to Court
approval, in the following manner (the "Fee Structure"):

  -- Retainer: Upon Court approval of this Application, MVP will
     receive an initial retainer of $25,000, plus $5,000 per month

     commencing on the anniversary date of the third month of its
     engagement. The Debtor shall pay a monthly retainer until the

     Court enters an order or orders approving any and all
     purchase agreements entered into in connection with the Sale
     Transaction or until MVP's engagement is terminated.

  -- Success Fee: In addition to any Retainer paid to MVP, if the
     Selected Assets are sold to a Buyer during the Term, whether
     as part of the process contemplated herein, as part of a sale

     of the Debtor as a going concern or otherwise, or in
     connection with any other sale transaction, then in that
     event, MVP will be paid a Success Fee based on the following
     calculation: (a) $125,000 up to a Sale Price of $14,500,000,
     plus (b) four and a quarter percent (4.25%) of that portion
     of such Sale Price that is greater than $14,500,000.

MVP is entitled to reimbursement by the Debtor for reasonable
out-of-pocket expenses incurred in connection with the performance
of its engagement under the Engagement Letter, provided that such
expenses shall not exceed $25,000 without the advance approval of
the Debtor.

Jason Nicolay, vice president of MVP Capital, LLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estate.

The Court will hold a hearing on the application on February 28,
2017, at 10:00 a.m.  Objections, if any, were due February 13.

MVP can be reached at:

       Jason Nicolay
       MVP CAPITAL, LLC
       255 California, Suite 850
       San Francisco, CA 94111
       Tel: (415) 391-4877
       Fax: (415) 549-0515

                      About Limitless Mobile

Limitless Mobile, LLC, successor to Keystone Wireless, LLC, is a
Delaware corporation formed in 2013 with a mission to construct a
broadband network and provide wireless telecommunications services
to 9 rural and underserved counties of central Pennsylvania.  The
company has built a $40,000,000 state-of-the-art 3G/4G LTE network
that has increased access to reliable, high quality mobile phone
and home internet services in rural areas.

As part of its restructuring strategy, the company has determined
it is necessary to downsize its retail operations.  To that end, it
has decided to close 5 out of its 6 retail locations, and focus its
marketing efforts on the wholesale of wireless telecommunications
services to nationwide service providers who do not have
established infrastructure in central Pennsylvania.  As part of the
strategy, its suspended wireless service provided to retail
customers on Jan. 7, 2016.

Limitless Mobile, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D.DE. Case No. 16-12685) on Dec. 2, 2016.  Dilworth Paxson,
LLP represents the Debtor as counsel.  In its petition, the Debtor
estimated $10 million to $50,000 million in assets and $50 million
to $100 million in liabilities.  The petition was signed by Amir
Rajwany, chief operating officer.


LODGE HOLDINGS: Ch. 11 Trustee Can Use Cash Until March 3
---------------------------------------------------------
Judge Timothy W. Dore of the U.S. Bankruptcy Court for the Western
District of Washington authorized Sheena R. Aebig, the
duly-appointed Chapter 11 Trustee of Lodge Holdings Company and and
its affiliated debtors to use cash collateral until March 3, 2017.


Judge Dore acknowledged that the Debtors' estates have immediate
and continuing need for the use of the cash collateral to avoid
immediate and irreparable harm to their businesses.  He also
acknowledged that the estates will be unable to pay ongoing
ordinary expenses relating to the continued operation of the
businesses without the ability to use the Cash Collateral.

The Trustee/Debtors were authorized to use cash collateral solely
to pay post-petition expenses and obligations identified in the
Budget that directly relate to the preservation and protection of
the collateral, and to such extent as expressly authorized by the
Trustee in the Trustee's operations of the Debtors' businesses.

The Trustee was also authorized to pay actual and reasonable costs
of administration in the Debtors' cases.  Judge Dore held that the
cash collateral may also be used to pay compensation due to the
Trustee and her professionals .

The approved Budget provides for total operating expenses of
approximately of $672,593 for the month of February 2017, $753,807
for the month of March 2017, and $743,936 for the month of April
2017.

The Debtors are indebted to CBC Partners I, LLC for the unpaid
principal balance in the amount of $850,000, plus interest,
attorney's fees, costs, and other expenses owing under the Loan
Documents.  The Debtors' obligations are secured by a security
interest in favor of CBC Partners in and to all of Debtors'
presently owned and thereafter acquired inventory, accounts,
general intangibles, rights to payment, and equipment, together
with all products and proceeds thereof.

CBC Partners and the United States of American on behalf of its
agency the Internal Revenue Service were each entitled to retain
all of its pre-petition security interests in all pre-petition
collateral.

Each of CBC Partners and the IRS were granted replacement liens in
the collateral, cash collateral, and proceeds of the cash
collateral, in the same order and priority as existed pre-petition.
Judge Dore, however, held that such that the Replacement Liens
will be subordinated to the allowed compensation of the Trustee and
her professionals up to the amounts specified in the Budget.

The Trustee was directed to provide or cause the Debtors to provide
CBC Partners and the IRS, on a monthly basis, a statement showing
payments by budgeted line item and deviations from the Budget for
the prior monthly period as well as such other information
pertaining to the Collateral and Cash Collateral.

The Trustee will also continue to provide, or cause the Debtors to
provide, CBC Partners and the IRS with the reporting the Debtors
are required to provide to the Court.

A full-text copy of the Interim Order, dated February 7, 2017, is
available at http://tinyurl.com/zky9kns

CBC Partners I, LLC is represented by:

            Gregory R. Fox, Esq.
            LANE POWELL PC
            1420 Fifth Avenue, Suite 4200
            Seattle, WA 98101-2338
            Email: foxg@lanepowell.com

                About Lodge Holdings Company

Lodge Holdings Company, Mukilteo Lodge, LLC, Kirkland Lodge, LLC,
Stadium Lodge, LLC, Downtown Lodge, LLC, Mill Creek Lodge, LLC, and
Greenwood Lodge, LLC filed Chapter 11 petitions (Bankr. W.D. Wash.
Case Nos. 16-15814, 16-15849, 16-15850, 16-15851, 16-15852,
16-15853, and 16-15854, respectively) on Nov. 18, 2016. The
petitions were signed by Shawn Roten, president. The Debtors are
represented by Larry B. Feinstein, Esq., at Vortman & Feinstein.
The Debtor disclosed $1.06 million in total assets and $5.73
million in total liabilities.


LOLAS CAFE: Hires Reyes as Accountant
-------------------------------------
Lolas Cafe Bakery & Deli Corporation, seeks authority from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ Siomary
Cruz Reyes as accountant to the Debtor.

Lolas Cafe requires Reyes to:

   a. establish procedures for processing the accounting
      informtion;

   b. record monthly checks and deposits, including bank and
      subsidiary reconciliation and proper account
      classification;

   c. prepare monthly journal entries;

   d. review and analyze general ledger accounts;

   e. prepare monthly interim unaudited financial statements;

   f. prepare payroll taxes quarterly returns;

   g. prepare year end payroll taxes returns, such as W-2, 480.6A
      and 486.6B;

   h. counsel services related to accounting information;

   i. prepare monthly financial data to the Bankruptcy Court;

   j. prepare monthly operating reports;

   k. prepare the Puerto Rico Tax Return;

   l. estimate income tax declaration;

   m. provide volume of business declaration.

Reyes will be paid $580 per month.

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

Siomary Cruz Reyes, 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.

Reyes can be reached at:

     Siomary Cruz Reyes
     Urb. Caguas Norte Al-1 Calle Genova
     Caguas, PR 00725
     Tel: (787) 743-1870
     E-mail: scr.professional.services@gmail.com

              About Lolas Cafe Bakery & Deli Corporation

Lolas Cafe Bakery & Deli, Corporacion, filed a Chapter 11
bankruptcy petition (Bankr. D.P.R. Case No. 17-00554) on January
31, 2017, disclosing under $1 million in both assets and
liabilities. The Debtor is represented by Juan A. Santos Berrios,
Esq., at Santos Berrios Law Offices, LLC. Siomary Cruz Reyes serves
as accountant.


LOLAS CAFE: Hires Santos Berrios as Attorney
--------------------------------------------
Lolas Cafe Bakery & Deli Corporation, seeks authority from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ Santos
Berrios Law Offices, LLC as attorney to the Debtor.

Lolas Cafe requires Santos Berrios to:

   a. give the Debtor legal advice with respect to its powers and
      duties in the continued operation of its business and the
      management of the assets of the estate;

   b. assist and advise the Debtor in the preparation of the
      required petition for relief, list and required schedules,
      statements and required exhibits to complete the filing
      requirements of the bankruptcy case;

   c. prepare on behalf of the Debtor all necessary applications,
      motions, answer to motions and replies, reports, and other
      legal documents related to the proceeding before the
      bankruptcy Court;

   d. represent the Debtor in all legal matters pending before
      the commonwealth of Puerto Rico Courts on the date the case
      was filed and file and pursue in behalf of the Debtor,
      legal actions filed against the Debtor or on behalf of the
      interest of the Debtor and the estate which may be filed in
      the Commonwealth of Puerto Rico Courts; and

   e. perform all legal services to the Debtor, which may be
      necessary to the effective prosecution and administration
      of the case.

Santos Berrios will be paid at these hourly rates:

     Attorney                    $200
     Associate                   $150
     Legal Assistants            $100

Santos Berrios will be paid a retainer in the amount of $4,000.

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

Juan A. Santos Berrios, member of Santos Berrios Law Offices, LLC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.

Santos Berrios can be reached at:

     Juan A. Santos Berrios, Esq.
     SANTOS BERRIOS LAW OFFICES, LLC
     P.O. Box 9102
     Humacao, PR 00792-9102
     Tel: (787) 285-1001
     Fax: (787) 285-8358
     E-mail: santosberriosbk@gmail.com

              About Lolas Cafe Bakery & Deli Corporation

Lolas Cafe Bakery & Deli, Corporacion, filed a Chapter 11
bankruptcy petition (Bankr. D.P.R. Case No. 17-00554) on January
31, 2017, disclosing under $1 million in both assets and
liabilities. The Debtor is represented by Juan A. Santos Berrios,
Esq., at Santos Berrios Law Offices, LLC. Siomary Cruz Reyes serves
as accountant.


LUCKY # 5409: Hemani Buying Bridgeview IHOP for $1.2 Million
------------------------------------------------------------
Judge Pamela S. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois will convene a hearing on Feb. 16,
2017 at 10:00 a.m. (PCT) to consider the bidding procedures of
Lucky # 5409, Inc. and Azhar H. Chaudhry in connection with their
sale of International House of Pancakes restaurant located at 7240
W. 79th Street, Bridgeview, Illinois ("Bridgeview IHOP"), to Azim
Hemani for $1,200,000, subject to overbid.

Chaudhry is an individual and franchisee of Bridgeview IHOP.
Bridgeview IHOP is operated through the corporate debtor, Lucky.
Chaudhry is the sole shareholder and president of Lucky, and
Bridgeview IHOP is his sole source of income to support his wife
and four children.  From February 2016 through February 2017,
Bridgeview IHOP's day-to-day operations were run by the
restaurant's manager, Mohammed "Ron" Matin.  Bridgeview IHOP
continues to grow and improve its business operations.

On May 5, 2016, without ever issuing the Debtors a written notice
of default, IHOP filed a complaint against the Debtors in the Court
seeking specific performance of IHOP's purported exercise of its
right of first refusal.  On May 13, 2016, IHOP filed a motion for
preliminary injunction to force the sale of Bridgeview IHOP for far
less than its market value and without material terms of the sale.
That same day, after receiving notice of the preliminary injunction
motion, the Debtors filed their voluntary petitions under Chapter
11.

On Aug. 30, 2016, IHOP filed an adversary complaint against the
Debtors seeking a declaratory judgment with respect to the Debtors'
alleged refusal to honor IHOP's purported exercise of right of
first refusal to sell Bridgeview IHOP for $600,000.

IHOP has made it clear that it no longer wanted Chaudhry to be a
franchisee or own Bridgeview IHOP.  In light of IHOP's position,
since the Petition Date the Debtors have marketed Bridgeview IHOP
in an attempt to maximize its value for the Debtors' bankruptcy
estates.

On Jan. 25, 2017, the Debtors received an offer from a third-party,
the Purchaser to buy Bridgeview IHOP for $1,200,000.  The purchase
price is expected to pay creditors of Bridgeview IHOP in full and
provide a substantial, if not full, distribution to Chaudhry's
personal creditors.  On Feb. 3, 2017, the Purchaser executed the
Agreement contingent on the resolution of the Adversary Proceeding
and entry of a Sale Order.

The principal terms of the Agreement are:

          a. Sellers: Lucky # 5409, Inc. and Azhar H. Chaudhry

          b. Stalking Horse Bidder: Azim Hemani

          c. Purchase Price: $1,200,000

          d. Acquired Assets: Bridgeview IHOP and all personal
property of Sellers used in the operation thereof.

          e. Assumed Obligations: Assumed Obligations shall consist
generally of those obligations provided for in the Franchise
Agreement and other agreements related to Bridgeview IHOP.

          f. Excluded Assets: Bank accounts related to Bridgeview
IHOP and all personal assets of Chaudhry, except his interest in
Bridgeview IHOP.

          g. Excluded Liabilities: Any and all liabilities not
arising out of the Franchise Agreement or other unexpired
agreements related to Bridgeview IHOP.

          h. Closing Consideration Adjustment: Customary closing
consideration adjustment.

          i. Representations and Warranties: Customary
representations and warranties by the Purchaser and the Sellers.

          j. Deposit: $60,000 in immediately available funds (5% of
the Stalking Horse Bid).

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

           http://bankrupt.com/misc/Lucky_5409_104_Sales.pdf

The Debtors now intend to sell Bridgeview IHOP for the highest and
best offer, contingent on resolution of the Adversary Proceeding,
with the Purchaser's offer of $1,200,000 as the stalking horse bid
and any subsequent bids to be a minimum of $1,275,000, with the
exception of IHOP's right of first refusal at $1,260,000 to include
the ROFR Protection.

On Feb. 9, 2017, pursuant to section 11.03(a)(i) of the Franchise
Agreement, the Debtors gave IHOP notice of their intent to assign
Bridgeview IHOP to the Purchaser.

The Debtors will then formally market Bridgeview IHOP for the
30-day period following the service of the Sale Notice to continue
efforts to maximize interest and potentially secure one or more
overbids for Bridgeview IHOP.  Furthermore, should IHOP refuse to
cooperate with Debtors' Sale of Bridgeview IHOP after service of
the Sale Notice, the Debtors will advertise the sale in a trade
publication and/or Web site to market the sale of Bridgeview IHOP.

The Debtors ask the Court to approve these deadlines:

          a. Sale Notice Service: 2 business days after the Ruling
Date

          b. Bid Deadline: 30 days after the Ruling Date

          c. Auction: 2) business days after the Bid Deadline

          d. Sale Objection Deadline: 2 business days after the
Auction, if one is held, or 4 business days after the Bid Deadline

          e. Sale Hearing: The first available court date in the
week following the Objection Deadline

To efficiently solicit, receive, and evaluate bids in a fair and
accessible manner, the Debtors have developed and proposed Bidding
Procedures.  The Bidding Procedures are designed to encourage all
entities to put their best bids forward and to maximize the value
of the Debtors' estate.

The material terms of the Bidding Procedures are:

          a. Stalking Horse Bid: f $1,200,000

          b. Stalking Horse Initial Overbid: $1,275,000

          c. Deposit: 5% of the Bid to be held in an escrow
account.

          d. Closing Date: Each Bid must provide for a closing to
occur on or within 30 days of entry of the Sale Order, unless
continued by agreement.

          e. As-Is, Where-Is: Each Bid must include a written
acknowledgement and representation that the Bidder: (i) has had an
opportunity to conduct any and all due diligence regarding
Bridgeview IHOP prior to making its offer; (ii) has relied solely
upon its own independent review, investigation, and/or inspection
of any documents and/or Bridgeview IHOP in making its Bid; and
(iii) did not rely upon any written or oral statements,
representations, promises, warranties, or guaranties whatsoever,
except as expressly stated in the Bidder's proposed Agreement.

          f. Bid Deadline: Each Bid must be transmitted 30 days
after the the Bid Deadline.

          g. The Auction: If one or more Qualified Bids are
submitted, in addition to the Stalking Horse Bid, Debtors will
conduct an Auction to determine the highest and best offer with
respect to Bridgeview IHOP.  The Qualified Bid that constitutes the
highest and best offer will become the "Successful Bid" and the
applicable Qualified Bidder, the "Successful Bidder."  Subject to
Court approval, the Successful Bidder will then be entitled to
purchase Bridgeview IHOP in accordance with the terms of the
Successful Bid.  If no additional Qualified Bids are submitted,
Debtors will cancel the Auction and proceed with the Stalking Horse
Bid as the Successful Bid.

          h. Overbids at the Auction: All Overbids at the Auction
will initially be in minimum increments of $25,000 in cash.

          i. Backup Bidder:  The Qualified Bidder with the
next-highest or otherwise second-best Qualified Bid at the Auction
for Bridgeview IHOP.

          j. Bid Protections: Break-Up Fee of $60,000, equal to 5%
of the purchase price.

          k. Right of First Refusal Protection: $60,000

Accordingly, the Debtors currently seek approval of the stalking
horse bidder for Bridgeview IHOP, including Debtors' ability to
provide customary bid protections and a breakup fee of 5% of the
purchase price.  The Bidding Procedures further include a right of
first refusal protection for the stalking horse bidder should IHOP
exercise its right of first refusal for the offer after the Ruling
Date.  The Debtors are confident that such procedures will maximize
the Debtors' ability to obtain the highest possible value for the
Debtors' estate while also minimizing unnecessary expenses
associated with presenting multiple petitions before the Court.

To facilitate and effectuate the sale of Bridgeview IHOP, the
Debtors seek authority to assign or transfer the Executory
Contracts to the Successful Bidder to the extent required by such
bidders.  In addition to the Franchise Agreement, the Executory
Contracts include certain ongoing agreements with IHOP and other
third party vendors for goods and services critical to Bridgeview
IHOP's operation as a going-concern, including without limitation,
equipment, and food products.  The assumption and assignment of the
Executory Contracts is necessary to enable Debtors or any
Successful Bidder to continue operating Bridgeview IHOP.  The
Debtors request that the Court approve and authorize the Objection
Deadline as the deadline for counterparties to object to the
assumption and assignment of the Executory Contracts.

To maximize the value received for Bridgeview IHOP, the Debtors
seek to close the sale as soon as possible after the Sale Hearing.
Accordingly, the Debtors ask that the Court waive the 14-day stay
period under Bankruptcy Rules 6004(h) and 6006(d).

Given the extent of issues addressed, the Debtors ask that the
15-page limit established by Rule 5005-3(D) of the Local Rules for
the Court be waived for the Motion.

For the reasons set forth, the Debtors ask that the Court authorize
and approve the Bidding Procedures in connection with the sale of
Bridgeview IHOP free and clear of all liens, claims, encumbrances,
and interests pursuant to the Agreement, or a marked version
thereof by any Stalking Horse Bidder or Successful Bidder.

The Purchaser can be reached at:

          Azim Hemani
          5219 N. Harlem Ave.
          Chicago, IL 60656

                    About Lucky # 5409

Lucky # 5409, Inc. and Azhar Chaudhry sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
16-16264 and 16-16273) on May 13, 2016.  The cases are jointly
administered under Case No. 16-16264. The petitions were signed by
Azhar M. Chaudhry, president.

The Debtors are represented by Kevin H. Morse, Esq., at Arnstein &
Lehr LLP. The Debtors estimated assets at $500,001 to $1 million
and liabilities at $100,001 to $500,000 at the time of the filing.


MAMAMANCINI'S HOLDINGS: CEO Reports 20.74% Stake as of Jan. 31
--------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Carl T. Wolf and Marion F. Wolf reported that as of
Jan. 31, 2017, they beneficially own 5,720,774 shares of common
stock of Mamamancini's Holdings, Inc. representing 20.74% percent
of the shares outstanding.  

Mr. Wolf is the chief executive officer of the Company.  Ms. Wolf
is the wife of Mr. Carl Wolf.  Mr. Wolf holds sole voting and
dispositive power over the Shares as issued to him.

On Jan. 31, 2017, Mr. Wolf received 61,475 shares of Company stock
in lieu of cash compensation for the period Nov. 1, 2016, through
Jan. 31, 2017, and 15,385 shares as dividends on Series A Preferred
Stock.

"Neither Mr. Wolf nor Ms. Wolf have any current plans or proposals
which relate to or would result in: (a) the acquisition by either
Mr. or Ms. Wolf of additional securities of the Issuer, or the
disposition of securities of the Issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (c) a
sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries; (d) any change in the present board of
directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any
existing vacancies on the board; (e) any material change in the
present capitalization or dividend policy of the Issuer; (f) any
other material change in the Issuer's business or corporate
structure; (g) any change in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person; (h) causing
a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to
section 12(g)(4) of the Exchange Act; or (j) any action similar to
any of those enumerated above," as disclosed in the regulatory
filing.

A full-text copy of the Schedule 13D/A is available for free at:

                      https://is.gd/OepBQ4

                About MamaMancini's Holdings, Inc.

MamaMancini's Holdings, Inc., manufactures and distributes
prepared, frozen, and refrigerated food products primarily in the
United States.

MamaMancini's Holdings, Inc., formerly Mascot Properties, Inc.,
was incorporated in the State of Nevada on July 22, 2009.  Mascot
Properties, Inc.'s activities since its inception consisted of
trying to locate real estate properties to manage, primarily
related to student housing, and services which included general
property management, maintenance and activities coordination for
residents.  Mascot did not have any significant development of such
business and did not derive any revenue.  Due to the lack of
results in its attempt to implement its original business plan,
management determined it was in the best interests of the
shareholders to look for other potential business opportunities.

MamaMancini's reported a net loss of $3.51 million for the year
ended Jan. 31, 2016, compared to a net loss of $4.06 million for
the year ended Jan. 31, 2015.

As of Oct. 31, 2016, MamaMancini's Holdings had $6.34 million in
total assets, $5.58 million in total liabilities and $763,541 in
total stockholders' equity.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Jan. 31, 2016, citing that
the Company has incurred losses for the years ended January 31,
2016 and 2015 and has a working capital deficit as of January 31,
2016.  These factors raise substantial doubt about the Company's
ability to continue as a going concern.


MARINA BIOTECH: Inks License Agreement with LipoMedics
------------------------------------------------------
Marina Biotech, Inc., has entered into a license agreement with
LipoMedics, Inc. pursuant to which, among other things, the Company
provided to LipoMedics a license to the Company's SMARTICLES
platform for the delivery of nanoparticles including small
molecules, peptides, proteins and biologics.  This represents the
first time that the Company's SMARTICLES technologies have been
licensed in connection with nanoparticles delivering small
molecules, peptides, proteins and biologics.  Under terms of the
agreement, Marina could receive up to $90 million in success based
milestones.

"With the execution of this license agreement, the company extends
its runway and enters into new areas medicine," stated Joseph W.
Ramelli, CEO of Marina Biotech.  "We are now beginning to see our
delivery technologies used with various types of molecules and
entities.  We hope our delivery technologies continue to provide
new therapeutic opportunities to the patient community."

Vuong Trieu, Ph.D., the chairman of the Board of Directors of the
Company, is the chairman of the Board and chief operating officer
of LipoMedics.

The Company intends to submit a FOIA Confidential Treatment Request
to the Securities and Exchange Commission pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended, requesting
that it be permitted to redact certain portions of the License
Agreement.  The omitted material will be included in the request
for confidential treatment.

On Feb. 6, 2017, the Company entered into a Stock Purchase
Agreement with LipoMedics pursuant to which the Company issued to
LipoMedics an aggregate of 862,068 shares of the common stock of
the Company for a total purchase price of $250,000 ($0.29 per
share).
  
                     About Marina Biotech

Marina Biotech, Inc., headquartered in Bothell, Washington, is a
biotechnology company focused on the discovery, development and
commercialization of nucleic acid-based therapies utilizing gene
silencing approaches such as RNA interference ("RNAi") and
blocking messenger RNA ("mRNA") translation.  The Company's goal
is to improve human health through the development, either through
its own efforts or those of its collaboration partners and
licensees, of these nucleic acid-based therapeutics as well as the
delivery technologies that together provide superior treatment
options for patients.  The Company has multiple proprietary
technologies integrated into a broad nucleic acid-based drug
discovery platform, with the capability to deliver novel nucleic
acid-based therapeutics via systemic, local and oral
administration to target a wide range of human diseases, based on
the unique characteristics of the cells and organs involved in
each disease.

On June 1, 2012, the Company announced that, due to its financial
condition, it had implemented a furlough of approximately 90% of
its employees and ceased substantially all day-to-day operations.
Since that time substantially all of the furloughed employees have
been terminated.  As of Sept. 30, 2012, the Company had
approximately 11 remaining employees, including all of its
executive officers, all of whom are either furloughed or working
on reduced salary.  As a result, since June 1, 2012, its internal
research and development efforts have been minimal, pending
receipt of adequate funding.

Marina Biotech reported net income applicable to common
stockholders of $2.64 million for the year ended Dec. 31, 2015,
compared to a net loss applicable to common stockholders of $12.47
million for the year ended Dec. 31, 2014.

As of Sept. 30, 2016, Marina Biotech had $6.88 million in total
assets, $5.47 million in total liabilities and $1.40 million in
total stockholders' equity.

Wolf & Company, P.C., in Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2015, citing that the Company has
suffered recurring losses from operations, has a significant
accumulated deficit and does not have sufficient capital to fund
its operations.  This raises substantial doubt about the Company's
ability to continue as a going concern.


MARSHALL MEDICAL: Fitch Affirms BB+ Rating on 2004B Bonds
---------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the following
California Health Facilities Financing Authority bonds, issued on
behalf of Marshall Medical Center:

-- $20 million series 2004B auction rate (insured: Ambac Assurance
Corporation).

MMC has $11.9 million fixed rate series 2012A bonds and $26.8
million fixed rate 2015A bonds that are insured by Cal-Mortgage
Loan Insurance Division. The series 2012A bonds have an insured
only rating of 'AA-'.

The Rating Outlook is revised to Stable from Positive.

SECURITY

Debt payments are secured by a pledge of the gross revenues of the
obligated group and a mortgage lien. There is a debt service
reserve fund. The consolidated financials include a subsidiary, a
surgery center that is non-obligated. The obligated group accounted
for 99.9% of total assets and 97.9% of total revenue of the
consolidated entity in fiscal 2015 (Oct. 31 year end). Fitch's
analysis is based on the consolidated entity.

KEY RATING DRIVERS

OPERATING PRESSURES AHEAD: The Outlook revision to Stable from
Positive reflects the unexpected pressure on profitability in
fiscal 2016 due to a settlement in addition to labor pressures and
an Epic implementation that will continue to pressure profitability
in fiscal 2017 despite a favorable outcome related to the provider
fee program.

SIGNIFICANT POSITIVE IMPACT FROM PROVIDER FEE: California enacted a
hospital provider fee in 2010 to draw down additional federal funds
for Medi-Cal services and the program is now permanent. MMC has
greatly benefited from this program, but the timing of when the
revenue can be booked is volatile due to the lag in receiving the
various approvals from CMS. Normalized provider fee funding is
about $10 million to $13 million a year for MMC. In fiscal 2016,
$12.4 million was booked compared to $18.4 million in fiscal 2015
and $1.3 million in fiscal 2014.

SOLID OPERATING PERFORMANCE AND COVERAGE: MMC's operating
performance has been solid and resulted in good debt service
coverage metrics. These compare favorably to the 'BBB' category
medians. However, fiscal 2017 performance is projected to decline
but rebound in fiscal 2018.

EPIC IMPLEMENTATION UNDERWAY: MMC has contracted with UC Davis to
connect to their Epic platform, and implementation is underway with
a go live date in November 2017. Capital spending is projected to
be high in fiscal 2017 then decline to manageable levels. Operating
expense is also pressured in fiscal 2017 due to
training/implementation costs.

LIQUIDITY METRICS MIXED: Given MMC's small revenue base, higher
than median metrics are expected to offset its exposure to
volatility. As of Oct. 31, 2016, MMC had $58.7 million of
unrestricted cash and investments (101.3 days cash on hand and
90.2% cash to debt) compared to the 'BBB' category median of 161.2
and 90.8%, respectively.

VALUE BASED INITATIVES UNDERWAY: MMC has been proactive in entering
in alternative payer arrangements to gain experience as the
reimbursement model shifts more to value based. MMC is
participating in bundled payments, an accountable care
organization, and a program to manage high utilizers of medical
services.

RATING SENSITIVITIES
IMPROVED LIQUIDITY: Since the majority of Marshall Medical Center's
financial metrics compare favorably to the 'BBB' category medians,
it has flexibility at its current rating level to withstand the
expected operating pressures. Movement into investment grade would
be dependent on meaningful improvement in liquidity metrics.

CREDIT PROFILE
MMC is located in Placerville, CA approximately 45 miles east of
Sacramento, and operates a 99 bed general acute-care community
hospital and several clinics. MMC maintains a good market position
in its service area, with competition mainly from Kaiser Permanente
as well as other tertiary providers in the Sacramento area. In
fiscal 2016 (interim financials), MMC generated $233.7 million in
total operating revenue.

Fiscal 2016 Performance
Operating performance in fiscal 2016 was ahead of budget and good
for the rating level with a 4.5% operating margin. Historically,
profitability has been volatile (due to provider fee funding) but
favorable with a 9.8% operating margin in fiscal 2015, 0.3% in
fiscal 2014 and 2.6% in fiscal 2013.

The provider fee program has been in place since November 2009
(retroactive to April 2009) with various phases and sunset dates
but with the ballot initiative in November 2016, the program is now
permanent. However, the timing of the recording of the provider fee
remains volatile as CMS approval is still required. MMC is not
subject to the provider fee portion of the provider fee program due
to its rural designation but does make pledge payments, which are
fairly minimal (less than $300,000). MMC expects annual funding of
$10 million to $13 million from the provider fee and the financial
statements include a net benefit of $12.4 million in fiscal 2016,
$18.4 million in fiscal 2015, and $1.3 million in fiscal 2014.

MMC had a $6.9 million non-operating loss in fiscal 2016 related to
a settlement. The settlement has been paid, which limited liquidity
growth in fiscal 2016. The settlement was with the Office of the
Inspector General related to a four year old allegation filed under
the False Claims Act. There was no finding or admission of
liability or wrongdoing by MMC and MMC decided to settle to limit
the expenses incurred related to the lawsuit.

The fiscal 2017 budget is a -1.5% operating margin despite an
assumed $12.4 million of provider fee funds. Expense pressures
include a salary adjustment as well as one time Epic implementation
costs.

Conservative Debt Profile
Total par amount of debt outstanding as of Oct. 31, 2016 was $60.8
million and includes $26.8 million series 2015A fixed rate, $20
million series 2004B auction rate, $11.9 million series 2012A fixed
rate and $2.1 million USDA loan and capital leases. All of the
bonds are insured by Cal Mortgage. Management is monitoring the
auction rate bonds and if auction rates rose to 3%, refinancing
options would be evaluated. MADS is calculated at $5.4 million and
the debt burden is moderate with MADS accounting for 2.2% of total
revenue in fiscal 2016. Debt service coverage was 3.7x in fiscal
2016 compared to 7.4x in fiscal 2015 and 3.1x in fiscal 2014.

Disclosure
MMC provides quarterly and annual disclosure via the Municipal
Securities Rulemaking Board's EMMA System. Annual disclosure is
provided within 120 days of fiscal year end; quarterly disclosure
is provided within 45 days of the first three quarters and 60 days
for the last quarter.


MAXUS ENERGY: Occidental Chemical Objects to Disclosure Statement
-----------------------------------------------------------------
Occidental Chemical Corporation objects to the approval of the
disclosure statement explaining the chapter 11 plan of liquidation
proposed by Maxus Energy Corporation, and its debtor affiliates.

As described in the Disclosure Statement, the Debtors own limited
assets (a non-operating working interest in Neptune, overriding
royalty interests, some real and leased property, litigation claims
and cash).  All of the Debtors' assets, with the exception of the
proceeds of litigation claims against Repsol, S.A., YPF and their
affiliates, are pledged as collateral in connection with the
Debtors' DIP financing facility.

Occidental Chemical complains that the recovery waterfall included
in the Liquidation Analysis demonstrates that the proceeds of the
liquidation of the Debtors' assets (excluding litigation claims)
will not be sufficient to repay in full the DIP Tranche A Claim, as
the maximum recovery on the DIP Tranche A Claim is of 93.6%.
Therefore, litigation claims are the only asset available to
creditors if the Cases convert or if a liquidating trust is set up
under the Plan.

While the disclosure statement describes some discrete ongoing
insurance litigation -- the proceeds of which are encumbered in
favor of the DIP Lender -- the only material and valuable
litigation claims are the Debtors' causes of action against YPF,
Repsol and their affiliates, Occidential Chemical told the Court.
The Debtors admit as much, when they state that the YPF
Contribution represents the Debtors' most valuable asset.  In
short, the Debtors' sole valuable asset and the creditors' sole
source of recovery are the proceeds that the Debtors are able to
generate from the sale of a full release of the YPF Entities.

Among other things, Occidental complains that the disclosure
statement lacks adequate information regarding estimated
recoveries.

The disclosure statement presents a totally meaningless range of
recoveries unsecured creditors would receive under the Plan,
Occidental Chemical said.  The Debtors concede that there is no
assurance of recoveries to holders of General Unsecured Claims, but
they resort to the use of defined terms, undisclosed contingencies
and vague sentences in the Plan and the disclosure statement to
obfuscate that fact. Without a realistic range of recoveries,
creditors cannot make an informed judgment regarding the Plan.

The disclosure statement and the plan also misleadingly advertise
the $130 million YPF Settlement Amount as the recovery pool for
unsecured creditors if the YPF Agreement is approved, Occidential
Chemical said.

In addition, the disclosure statement does not contain adequate
information with respect to several other critical issues which are
necessary for a creditor to make an informed decision regarding
whether to vote to accept or reject the Plan:

   (1) The Liquidation Analysis is misleading and erroneous, as it
fails to provide any range of recoveries with respect to the Causes
of Action against YPF, Repsol S.A., or indeed any other party,
while including the costs and expenses associated with the
prosecution of the Causes of Action;

   (2) The Liquidation Analysis also fails to account for the
Environmental LOCs, described in the Plan as a source of recovery
for the Estates; and

   (3) The Disclosure Statement does not disclose that the Debtors
have the unilateral right under section 1114 of the Bankruptcy Code
to terminate their obligations under their retiree benefit plans,
which would result in no claims, or de minimis claims for the
Retiree Class.

Because of these reasons, Occidental respectfully requests that the
Court deny approval of the Disclosure Statement unless and until
the objections referenced herein are addressed, and grant such
further relief as the Court deems just and proper.

Counsel to Occidental:

     Mark D. Collins, Esq.
     Michael J. Merchant, Esq.
     Brendan J. Schlauch, Esq.
     RICHARDS, LAYTON & FINGER, P.A.
     One Rodney Square
     920 North King St., Suite 200
     Wilmington, DE 19801
     Telephone: (302) 651-7700
     Facsimile: (302) 651-7701
     Email: collins@RLF.com
            merchant@RLF.com
            schlauch@RLF.com

        -- and --

     J. Christopher Shore, Esq.
     Harrison L. Denman, Esq.
     WHITE & CASE LLP
     1155 Avenue of the Americas
     New York, NY 10036
     Telephone: (212) 819-8200
     Facsimile: (212) 354-8113
     Email: cshore@whitecase.com
            hdenman@whitecase.com

        -- and --

     Thomas E Lauria, Esq.
     Southeast Financial Center, Suite 4900
     200 South Biscayne Blvd
     Miami, FL 33131
     Telephone: (305) 371-2700
     Facsimile: (305) 358-5744
     Email: tlauria@whitecase.com

            About Maxus Energy Corporation

Maxus Energy Corporation and four of its subsidiaries filedÂ
voluntary petitions for reorganization under Chapter 11 (Bankr. D.
Del., Case No. 16-11501) on June 17, 2016. The Debtors intend to
use the breathing spell afforded by the Bankruptcy Code to decide
whether their existing environmental remediation operations and
oil
and gas operations can be restructured as a sustainable,
stand-alone enterprise.

The Debtors have engaged Young Conaway Stargatt & Taylor, LLP as
local counsel, Morrison & Foerster LLP as general bankruptcy
counsel, Zolfo Cooper, LLC as financial advisor and Prime Clerk
LLC as claims and noticing agent, all are subject to the
Bankruptcy
Court's approval.

The Debtors hired Keen-Summit Capital Partners LLC as real estate
broker.  The Debtors also engaged Hilco Steambank to market
and
sell their internet protocol numbers and other internet number
resources, and EnergyNet.com to market and sell the Debtors'
rights, title, and interest in and to the oil and gas properties.

On July 7, 2016, the United States Trustee for the District of
Delaware filed Notice of Appointment of Committee of Unsecured
Creditors. The Committee selected Schulte Roth & Zabell LLP as
counsel, and Cole Schotz as Delaware co-counsel. Berkeley Research
Group, LLC, serves as financial advisor for the Committee.

Andrew Vara, acting U.S. Trustee for Region 3, appointed the
following to a committee of retirees: John Leslie Jackson, Sr.,
Gerald G. Carlton, and Robert E. Garbesi.  The Retirees Committee
retained Akin Gump Strauss Hauer & Feld LLP as counsel and Ashby &
Geddes, P.A. as co-counsel.


MCLAIN COMPANY: Seeks Permission to Use Cash Collateral
-------------------------------------------------------
McLain Company LLC requests the U.S. Bankruptcy Court for the
Western District of Oklahoma for permission to use cash
collateral.

The Debtor owns approximately 10 rental properties in Oklahoma
County and is in the business of purchasing, leasing, and selling
real estate.  The Debtor's sole source of income is rental income.
These properties, however, are subject to mortgages in favor of
BancFirst and NBC Oklahoma.

The Debtor intends to use rental income to pay the following
eexpenses:

     (a) The Debtor owes approximately $22,000.00 to his bookkeeper
and $4,000 to his accountant. Both parties will need to be
compensated for ongoing future work in order for Debtor to prepare
and file reports consistent with its duties in this case.

     (b) The Debtor will incur ongoing administrative expenses such
as attorney's fees and Court/Trustee fees.

     (c) The Debtor intends to pay its principal, Charles McLain, a
salary for his ongoing management of the company, and who is an
experienced real estate agent and is working to sell properties
owned by Debtor. His compensation will benefit the estate by saving
money on real estate commissions.

     (d) Other administrative expenses include maintenance and
insurance of the properties at issue.

The Debtor believes that there is sufficient equity in the Debtor's
properties, which are worth in excess of $2 million, to adequately
protect the interests of BancFirst and NBC Oklahoma without the
necessity of monthly adequate protection payments. The debts
against these properties total a little more than $1.1 million.

The Debtor tells the Court that it intends pay BancFirst and NBC
Oklahoma in full upon the sale of the properties.

A full-text copy of the Debtor's Motion, dated February 7, 2017, is
available at https://is.gd/wxMb8J

               About McLain Company LLC

McLain Company LLC filed a Chapter 11 petition (Bankr. W.D. Okla.
Case No. 17-10025), on January 5, 2017.  The Petition was signed by
Charles McLain, President.  The Debtor is represented by Michael
J. Rose of Michael J. Rose PC.  At the time of filing, the Debtor
estimated both assets and liabilities at $0 to $50,000.


MERRIMACK PHARMACEUTICALS: Terminates Consulting Pact With EX-CEO
-----------------------------------------------------------------
Merrimack Pharmaceuticals, Inc., terminated the Consulting and
Confidentiality Agreement, dated as of Oct. 3, 2016, between the
Company and Robert Mulroy, the Company's former president and chief
executive officer, pursuant to which Mr. Mulroy had been available
to assist Gary Crocker, the Company's interim president and chief
executive officer, with the leadership transition of the Company.
That termination was made in connection with Richard Peters, M.D.,
Ph.D., becoming the Company's president and chief executive officer
on Feb. 6, 2017, and was without cause (as defined in the
Consulting and Confidentiality Agreement).  As a result of that
termination without cause, all unvested equity awards held by Mr.
Mulroy immediately vested and will remain exercisable for either 60
days or three months in accordance with the applicable equity plans
and award agreements.  Such immediately vested equity awards have
exercise prices ranging from $5.02 to $9.08.

                       About Merrimack

Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics.  The Company's
initial focus is in the field of oncology.  The Company has five
programs in clinical development.  In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.

Merrimack reported a net loss of $148 million on $89.3 million of
total revenues for the year ended Dec. 31, 2015, compared to a net
loss of $83.6 million on $103 million of total revenues for the
year ended Dec. 31, 2014.

As of Sept. 30, 2016, Merrimack had $118.4 million in total
assets, $345.55 million in total liabilities and a total
stockholders' deficit of $226.78 million.


MICHAEL DOMBROWSKI: Reed Buying Sevierville Property for $260K
--------------------------------------------------------------
Michael G. Dombrowski asks the U.S. Bankruptcy Court for the
Northern District of Alabama to authorize the sale of real property
located at 3053 Legacy Vista Drive, Sevierville, Tennessee, to
Andrew Reed for $260,000.

The Debtor is an active real estate investor with numerous real
properties in Alabama and several other states.  In addition to his
own properties, the Debtor is a member or member/owner of several
limited liability companies that own real properties.

Prior to the Filing Date, the Debtor contracted with Mountain
National Bank, a predecessor in interest to First Tennessee Bank
National Association, for a loan totaling $1,260,000.  As of filing
its proof of claim on Sept. 6, 2016, the Bank asserted that the
Loan's remaining principal balance was approximately $913,736, plus
accruing interest, attorney's fees, and costs.

The Debtor is the sole owner and member of MGD RR3, LLC a Tennessee
limited liability company, which currently holds title to several
properties encumbered by the Bank's purchase-money mortgage that
collateralized the Loan. The collateral includes the property.

The Debtor and the Bank have recently reached a tentative
settlement agreement whereby the Debtor was to cause MGD to list
the property for sale in accordance with certain terms and
conditions agreed to by the Bank.  Subject to Court approval, the
Debtor has now caused MGD to enter into a Purchase and Sale
Agreement for the property.  The Bank has reviewed the Purchase
Agreement and consents to the proposed sale of the property on the
terms and conditions stated therein.

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

       http://bankrupt.com/misc/Michael_Dombrowski_325_Sales.pdf

In the opinion of the Debtor, it is in the best interest of the
estate to sell the property free and clear of the lien of the Bank,
with said lien to transfer and attach to the proceeds from the sale
of the property.  The sale of the property is with the consent of
the Bank conditions stated in the Purchase Agreement.  The Debtor
represents that this is an arms-length transaction, and the Debtor
has no family or business connections with Purchaser and did not
know him before he made this offer.

All net sale proceeds will be paid directly to the Bank at closing
by either check or wire transfer.  The Bank will execute and
provide a release of its mortgage, but only with respect to the
property and not as to any other collateral.

The sale of the property is to be conducted at a closing to occur
after entry of a final Order approving the sale, and is to be held
at a date and location mutually agreed upon by the parties.

The Debtor respectfully asks the Court to authorize the proposed
sale and for such other and further relief as the Court deems just
and appropriate.

Counsel for the Debtor:

          Tazewell T. Shepard III, Esq.
          Kevin M. Morris, Esq.
          Tazewell T. Shepard IV, Esq.
          SPARKMAN, SHEPARD & MORRIS, P.C.
          P.O. Box 19045
          Huntsville, AL 35804
          Telephone: (256) 512-9924
          Facsimile: (256) 512-9837

               About Michael G. Dombrowski

The Michael G. Dombrowski is an active real estate investor with
numerous real properties in Alabama and several other states.  In
addition to his own properties, he is a member or member/owner of
several limited liability companies that own real properties.

Michael G. Dombrowski sought Chapter 11 protection (Bankr. N.D.
Ala. Case No. 16-81412) on May 11, 2016.  The Debtor tapped
Tazewell
Shepard, Esq., at Sparkman, Shepard & Morris, P.C., as counsel.


MONAKER GROUP: Names Cloud5 CEO to Board
----------------------------------------
The Board of Directors of Monaker Group, Inc., pursuant to the
power vested in the Board of Directors by the Company's Bylaws and
the Nevada Revised Statutes, appointed Robert J. Post and Omar J.
Jimenez, as members of the Board of Directors.

Mr. Post is president and CEO of Cloud5 Communications and
executive chairman of The Knowland Group.  The appointments
increased the Company's Board of Directors to seven members, with
four serving independently (including Mr. Post).

"Bob's appointment adds a tremendous wealth of senior-level
experience, knowledge and accomplishments to our board," said the
company's chairman and CEO, Bill Kerby.  "We expect Bob to provide
valuable guidance and insights as the company enters a pivotal
period in its growth and development.  This includes our near-term
launch of the industry's first-ever 'real-time' alternative lodging
reservation system, which also offers mainstream travel products
and services all on a single site."

Post is a highly successful entrepreneur, investor, tech-company
executive and veteran re-structuring expert with 20 years of
success in the travel and hospitality industry.  He is currently
CEO of Cloud5, the largest provider of cloud based
telecommunications and high speed Internet to major brands in the
hospitality industry, including Marriott, IHG, Hilton, La Quinta,
Motel 6 and Red Roof Inn.

Post was previously chairman and CEO of TravelCLICK, a leading
provider of global, hotel e-commerce solutions that supports more
than 15,000 customers across 140 countries, including Blackstone,
Hilton, Hyatt, Accor, Marriott and Trump.  At TravelCLICK, he grew
the company from $35 million and breakeven to more than $200
million with high double-digit profitability.  Prior to
TravelCLICK, he was the CFO and VP of business development of
OpenTable.com, which was ultimately bought by Priceline for $2.6
billion.  He also served as an executive and corporate officer at
MICROS Systems, a hospitality technology provider, where he helped
lead its secondary NASDAQ offering.  Post earlier spent several
years at Westinghouse Electric in corporate audit, defense and
electronic classified programs, negotiating with the U.S. and
foreign governments.  He continues to operate Pconsulting,
providing start-up investment and restructuring services for
mid-sized businesses, including OpenTable.com, hotelBANK, and
Radiant Systems.  He is a graduate of Wharton's Advanced Management
Program, and earned his BS in Business from Duquesne University.

The board appointment is in line with Monaker's plans for a NASDAQ
Stock Market up-listing, which requires a majority of independent
directors on the board.

As the Company currently has no committees of the Board of
Directors, neither Mr. Post nor Mr. Jimenez has been appointed to
any committees.

It is not currently contemplated that Mr. Post will receive any
compensation for his services on the Board of Directors, nor that
Mr. Jimenez will receive any compensation, separate from his
compensation as an officer of the Company, for his services on the
Board of Directors, as disclosed in a Form 8-K report filed with
the Securities and Exchange Commission.

                       About Monaker Group

Monaker Group, Inc. (OTCMKTS: MKGI), formerly known as Next 1
Interactive, Inc., is a digital media marketing company focusing on
lifestyle enrichment for consumers in the travel, home and
employment sectors.  Core to its marketing services are key
elements including proprietary video-centered technology and
established partnerships that enhance its reach.  Video is quickly
becoming consumer's preferred method of searching and educating
themselves prior to purchases.  Monaker's video creation technology
and film libraries combine to create lifestyle video offerings that
can be shared both to its customers and through trusted
distribution systems of its major partners.  The end result is
better engagement with consumers who gain in-depth information on
related products and services helping to both inform and fulfill
purchases.  Unlike traditional marketing companies that simply
charge for advertising creation, Monaker holds licenses and/or
expertise in the travel, real estate and employment sectors
allowing it to capture fees at the point of purchase while the
majority of transactions are handled by Monaker's partners.  This
should allow the company to capture greater revenues while
eliminating much of the typical overhead associated with
fulfillment.  Monaker core holdings include Maupintour,
NameYourFee.com, RealBiz Media Group - helping it to
deliver marketing solutions to consumers at home, work and play.

Monaker Group reported a net loss of $4.55 million on $544,700 of
total revenues for the year ended Feb. 29, 2016, compared to a net
loss of $2.98 million on $1.09 million of total revenues for the
year ended Feb. 28, 2015.

As of Nov. 30, 2016, Monaker Group had $2.54 million in total
assets, $2.84 million in total liabilities and a total
stockholders' deficit of $306,327.

LBB & Associates Ltd., LLP, in Houston, Texas, in its report on the
consolidated financial statements for the year ended Feb. 29, 2016,
raised substantial doubt about the Company's ability to continue as
a going concern.


MONAKER GROUP: Sold 138,000 Units to Charcoal Investments
---------------------------------------------------------
Monaker Group, Inc. sold 138,000 units effective Sept. 8, 2016,
each consisting of one share of common stock and one warrant to
purchase one share of common stock, to Charcoal Investments Ltd.,
which entity is owned by Simon Orange, who became a member of the
Board of Directors of the Company on Jan. 5, 2017, in consideration
for $345,000 or $2.50 per unit.  The warrants were evidenced by a
Warrant to Purchase Common Stock, had an exercise price of $2.50
per share and an expiration date of Sept. 7, 2017, as disclosed in
a Form 8-K report filed with the Securities and Exchange
Commission.

Also on Sept. 8, 2016, the Company entered into a consulting
agreement with Mr. Orange, pursuant to which Mr. Orange agreed to
provide the Company consulting services by aiding the Company in
financial, organizational and developmental advice during a twelve
month period.  In connection with assisting with a $750,000 private
offering of units (pursuant to which Charcoal subscribed for units
as described above), Mr. Orange received compensation consisting of
cash, shares and warrants.

On Jan. 26, 2017, the Company, Mr. Orange and Charcoal, agreed to
reduce the exercise price of the 158,000 warrants to purchase
shares of common stock to $2.00 per share and Mr. Orange and
Charcoal exercised all of the Warrants in consideration for an
aggregate of $316,000, and the Company issued Mr. Orange 20,000
shares of restricted common stock and Charcoal 138,000 shares of
restricted common stock, in connection with such exercise.  In
consideration for agreeing to exercise the Warrants, the Company
granted Mr. Orange warrants to purchase 20,000 shares of the
Company's common stock and Charcoal warrants to purchase 138,000
shares of common stock, each with an exercise price of $2.00 per
share and an expiration date of Jan. 25, 2020.

                       About Monaker Group

Monaker Group, Inc. (OTCMKTS: MKGI), formerly known as Next 1
Interactive, Inc., is a digital media marketing company focusing on
lifestyle enrichment for consumers in the travel, home and
employment sectors.  Core to its marketing services are key
elements including proprietary video-centered technology and
established partnerships that enhance its reach.  Video is quickly
becoming consumer's preferred method of searching and educating
themselves prior to purchases.  Monaker's video creation technology
and film libraries combine to create lifestyle video offerings that
can be shared both to its customers and through trusted
distribution systems of its major partners.  The end result is
better engagement with consumers who gain in-depth information on
related products and services helping to both inform and fulfill
purchases.  Unlike traditional marketing companies that simply
charge for advertising creation, Monaker holds licenses and/or
expertise in the travel, real estate and employment sectors
allowing it to capture fees at the point of purchase while the
majority of transactions are handled by Monaker's partners.  This
should allow the company to capture greater revenues while
eliminating much of the typical overhead associated with
fulfillment.  Monaker core holdings include Maupintour,
NameYourFee.com, RealBiz Media Group - helping it to
deliver marketing solutions to consumers at home, work and play.

Monaker Group reported a net loss of $4.55 million on $544,700 of
total revenues for the year ended Feb. 29, 2016, compared to a net
loss of $2.98 million on $1.09 million of total revenues for the
year ended Feb. 28, 2015.

As of Nov. 30, 2016, Monaker Group had $2.54 million in total
assets, $2.84 million in total liabilities and a total
stockholders' deficit of $306,327.

LBB & Associates Ltd., LLP, in Houston, Texas, in its report on the
consolidated financial statements for the year ended Feb. 29, 2016,
raised substantial doubt about the Company's ability to continue as
a going concern.


MOUNTAIN DIVIDE: Intends to File Chapter 11 Plan By April 12
------------------------------------------------------------
Mountain Divide, LLC requests the U.S. Bankruptcy Court for the
District of Montana to extend for a period of 60 days each of the
exclusive periods to file a plan to April 12, 2017 and solicit
acceptances of such plan to June 12, 2017.

The Debtor requires additional time to complete the sale of its
assets, conduct a mediation, and file a plan based on the outcome
of mediation and settlement efforts.

Pursuant to the Court-approved Sale and Bidding Procedures, the
Debtor has completed a successful auction of its assets and is
working earnestly to close the sale transaction with Future
Acquisition Company, which submitted the highest and best bid of
$4,000,000 for the Purchased Assets.

While the Court has issued a Sale Order approving the Purchase and
Sale Agreement between Debtor and Future Acquisition Company,
however, the Debtor, Future Acquisition Company, and its assignee
Future Acquisition North Dakota are still reviewing and completing
final transaction and closing documents. Consequently, the Debtor
and FAND have entered into a Second Amendment to PSA extending the
closing deadline to February 17, 2017.

Currently, the Debtor intends to cure all prepetition royalty and
working interest owner payments related to its completed operated
wells from sale of the Purchase Assets.

The Debtor tells the Court that it has been consulting with counsel
for Wells Fargo, certain lien creditors, the Unsecured Creditors
Committee, and the U.S. Trustee's Office. The Debtor believes that
it has made, and will continue to make, progress in negotiations
with key creditors and intends to schedule a mediation with key
creditors and creditor groups to seek a resolution resulting in a
consensual Chapter 11 Plan.

In addition, the Debtor contends that the Court has established a
claims bar date of December 30, 2016, and as such, the Debtor is
still reviewing and evaluating the claims filed in its case to
determine any objections.

                      About Mountain Divide

Mountain Divide, LLC filed a chapter 11 petition (Bankr. D. Mont.
Case No. 16-61015) on Oct. 14, 2016.  The petition was signed by
Patrick M. Montalban, manager.  The Debtor is represented by
Jeffery A. Hunnes, Esq., at Guthals, Hunnes & Reuss, P.C.  The case
is assigned to Judge Ralph B. Kirscher.  The Debtor estimated
assets at $1 million to $10 million and liabilities at $50 million
to $100 million at the time of the filing.

The Debtor hires Roberta Anner-Hughes, Esq. at Anner-Hughes Law
Firm as special counsel.

The official committee of unsecured creditors of Mountain Divide
LLC hires Worden Thane P.C. as legal counsel.


MRN HOMES: Can Use Cash Collateral on Final Basis
-------------------------------------------------
Judge Wendy L. Hagenau of the U.S. Bankruptcy Court for the
Northern District of Georgia authorized MRN Homes of Georgia, LLC
to use the cash collateral on a final basis.

The Debtor was authorized to use the cash collateral generated from
its business:

     (1) in accordance with the approved Budget;

     (2) for payment of U.S. Trustee Fees; and

     (3) for other matters pursuant to Orders entered by the Court
after appropriate notice and hearing.

The approved Budget provides for total expenses in the amount of
$605,101.11

BizFi, LLC asserts a claim in the approximate amount of $350,000.
BizFi asserts that the Claim is secured by accounts receivables
generated from the Debtor's business.  Other Creditors PIRS
Capital, Pearl Capital, LLC, Yellowstone Capital, LLC, and Kabbage,
Inc. also assert an interest in Debtor's accounts receivables.  The
Debtor's schedules indicate that the total value of accounts
receivables as of the Petition date was $321,859.31.  The Debtor
contended that it has no other assets that would constitute cash
collateral.

BizFi and the Other Creditors were granted a valid and properly
perfected security interest on all property acquired by the Debtor
after the Petition Date that is of the same or similar nature, kind
or character, and priority as BizFi's and the Other Creditors'.

A full-text copy of the Final Order, dated February 6, 2017, is
available at
http://bankrupt.com/misc/MRNHomes2017_1750831wlh_31.pdf

BizFi, LLC can be reached at:

          BIZFI, LLC
          460 Park Ave. S 10th Floor
          New York, NY 10016

Yellowstone Capital, LLC can be reached at:

          YELLOWSTONE CAPITAL, LLC
          c/o Vadim Serebro, Esq.
          17 State St., Suite 4000
          New York, NY 10004

Pearl Capital, LLC can be reached at:

          PEARL CAPITAL, LLC
          1020 Park Avenue, Apt. 7A
          New York, NY 10028

PIRS Capital can be reached at:

          PIRS CAPITAL
          40 Exchange Place, Suite 403
          New York, NY 10005

Kabbage, Inc. can be reached at:

          KABBAGE, INC.
          P.O. Box 77081
          Atlanta, GA 30357
           
             About MRN Homes of Georgia, LLC.

MRN Homes of Georgia, LLC is a Georgia limited liability company
that is primarily in the business of residential roofing.

MRN Homes of Georgia, LLC filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code  (Bankr. N.D. Ga. Case No.
17-50831) on January 17, 2017.  The petition was signed by James W.
Hewatt, owner/managing member.  The Debtor is represented by Will
B. Geer, Esq., at the Law Office of Will B. Geer, LLC.  The case is
assigned to Judge Wendy L. Hagenau.  The Debtor estimated assets at
$500,000 to $1 million and liabilities at $1 million to $10 million
at the time of the filing.



NCR CORP: S&P Revises Outlook to Stable & Affirms 'BB+' CCR
-----------------------------------------------------------
S&P Global Ratings said that it revised the outlook to stable from
negative and affirmed its 'BB+' corporate credit rating on Duluth,
Ga.-based NCR Corp.  S&P also affirmed its 'BBB-' issue-level
rating on NCR's first-lien secured credit facility, consisting of a
$1.1 billion revolving credit facility and $900 million term loan
($866 million outstanding as of Dec. 31, 2016).  The recovery
rating remains '1', indicating S&P's expectation for very high
(90%-100%) recovery in the event of a payment default.

In addition, S&P affirmed its 'BB' issue-level rating on the
company's senior unsecured notes.  The recovery rating remains '5',
which reflects S&P's expectation for modest (upper half of the
10%-30% range) recovery in the event of a payment default.

The 'BB+' rating and stable outlook reflect S&P's expectation that
NCR will continue to organically grow EBITDA in the mid- to
high-single-digit percentages and sustain adjusted debt to EBITDA
under 4x in 2017.  Since NCR issued preferred stock (which S&P
considers debt in its leverage calculation) to Blackstone in
November 2015, the company has reduced adjusted leverage to around
4x while generating $628 million of free cash flow in the fiscal
year ended Dec. 31, 2016.

S&P's view of NCR's business risk profile reflects its leading
positions in the financial, retail and hospitality, and specialty
automation segments, as well as its growing software and service
business, with higher margins and recurring revenues.  Since 2010,
the company has made acquisitions to bolster its software offerings
for its financial services and hospitality customers. Software grew
to 28% of revenues in 2016 from 13% in 2010, and adjusted EBITDA
margins grew to over 17% from 10% over the same period.

The business risk profile also considers NCR's recently volatile
operating performance, especially in financial services and POS
hardware.  NCR has invested in offerings that rely on its customers
to make substantial investments in upgrades.  For example, NCR's
newest ATM solutions are predicated on banks' desire to reduce
branch sizes and replace some functions that tellers provide with
more sophisticated ATMs.  The adoption of this new technology is
subject to some factors outside of NCR's control, such as
bureaucratic decision-making at banks and bank lease agreements.
S&P expects some variability in operating performance to persist in
its hardware segment, which accounted for 37% of 2016 revenue.

S&P's financial risk profile assessment reflects the company's
adjusted leverage of about 4x when accounting for Blackstone's
preferred equity investment as debt.  Given the company's free cash
flow generating ability, S&P believes it has the financial
flexibility to continue to balance share repurchases with debt
reduction while sustaining leverage below 4x.

S&P expects NCR to generate at least $500 million in free cash flow
annually over the next two years, driven by returns from
investments the company has made in bank and retail transformation
solutions, which S&P expects its customers to continue to adopt.
The company has also reported strong revenue growth in emerging
technologies, such as self-checkout terminals, which grew 88% in
2016 to $351 million.

S&P's base case assumes:

   -- Mid- to high-single-digit percentage organic revenue growth
      in 2017 and 2018;
   -- Stable EBITDA margins of about 17%-18% in 2017 and 2018; and
   -- Capital expenditures (capex) of around 3%-4% of revenues.

Based on these assumptions, S&P arrives at these credit measures
over the coming year:

   -- Adjusted leverage declining to about 3.7x at year-end 2017;
      and
   -- Free cash flow generation of at least $500 million annually.

S&P views NCR's liquidity as adequate.  S&P expects that cash
sources will exceed uses by 1.2x for the next 12 months and that
net sources will be positive in the near term, even with a 30%
decline in EBITDA.

Principal liquidity sources:

   -- Cash balance of $498 million as of Dec. 30, 2016, most of
      which is held outside the U.S.;
   -- A $200 million accounts receivable securitization facility
      maturing in 2018;
   -- Full availability on the company's $1.1 billion revolving
      credit facility; and
   -- Free cash flow in excess of $500 million annually.

Principal liquidity uses:

   -- S&P projects modest capex of about 3%-4% of revenues;
   -- No dividend payments; and
   -- Required principal amortization of $45 million in 2017 and
      around $62 million in 2018.

The stable outlook reflects S&P's expectation of free cash flow
generation of at least $500 million annually, EBITDA growth in the
mid- to high-single-digit percentage area, and adjusted leverage
sustained below 4x.

S&P could lower the rating if leverage remains above 4x or if
competitive pressures result in meaningful revenue decline.

An upgrade to investment grade is unlikely unless NCR commits to a
less aggressive financial policy and sustains leverage below 3x.



NEIMAN MARCUS: Bank Debt Trades at 17% Off
------------------------------------------
Participations in a syndicated loan under Neiman Marcus Group Inc.
is a borrower traded in the secondary market at 83.33
cents-on-the-dollar during the week ended Friday, Feb. 3, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.50 percentage points from the
previous week.  Neiman Marcus pays 300 basis points above LIBOR to
borrow under the $2.9 billion facility. The bank loan matures on
Oct. 16, 2020 and carries Moody's B2 rating and Standard & Poor's
B- rating.  The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Feb. 3.


NEIMAN MARCUS: S&P Cuts Rating to CCC+ Over Capital Structure
-------------------------------------------------------------
S&P Global Ratings lowered its ratings on the Dallas-based luxury
department store operator The Neiman Marcus Group Inc. to 'CCC+'
from 'B-'.  The outlook is negative.

At the same time, S&P lowered the issue-level rating on the
company's secured term loan facility to 'CCC+' from 'B-' and the
issue-level rating on the company's unsecured notes to 'CCC-' from
'CCC'.  S&P's '3' recovery rating on the term loan facility
reflects its expectation for meaningful recovery in the event of
default, at the low end of the range between 50% and 70%.  S&P's
'6' recovery rating on the unsecured notes reflects its expectation
for negligible recovery prospects in the event of a default or
bankruptcy.

"The downgrade reflects our view that the company's capital
structure is unsustainable over the long term.  Trends such as weak
mall traffic, highly promotional retail apparel environment, and
cautious consumer spending continue to weigh heavily on Neiman
Marcus' operating performance and EBITDA," said credit analyst
Helena Song.  "We believe these meaningful industry headwinds, both
secular and cyclical, will likely hinder meaningful EBITDA
recovery, and as such we project adjusted leverage in the low 10x
range and interest coverage in the high-1x area over the coming
year."

The negative ratings outlook indicates a one-in-three chance S&P
could lower the ratings in the next 12 to 18 months.  S&P believes
the apparel retail market will continue to be weak and that Neiman
Marcus' operating performance will remain under pressure, with
mid-single-digit comparable sales declines and margin deterioration
leading to weakened credit metrics including adjusted leverage in
the low-10x range.

S&P could lower the ratings if it envisions a specific default
scenario occurring over the next 12 months.  This could arise if
operating performance deteriorates and results in mounting
possibility of risk of proactive effort to restructure the
significant balance sheet debt obligations with a distressed
exchange, or if cash use accelerates.

Although unlikely in the next 12 months, S&P could revise the
outlook to stable or raise the rating if the company can restore
revenue and profit growth and return to positive free operating
cash flow.  Such a scenario would most likely be a result of
improved operating performance such that leverage appears
manageable and S&P does not anticipate the company would consider a
restructuring of its obligations, including the potential for a
distressed exchange.  S&P estimates that EBITDA would need to rise
more than 25% to drop leverage to about 8x.



NEW ENGLAND MECHANICAL: Hires Gannon as Counsel
-----------------------------------------------
New England Mechanical Coordination & Consulting, LLC, seeks
authority from the U.S. Bankruptcy Court for the District of New
Hampshire to employ William S. Gannon, PLLC as counsel to the
Debtor.

New England Mechanical requires Gannon to:

   a. advise the Debtor with respect to its powers and duties as
      debtor-in-possession and the continued management and
      operation of its businesses and properties;

   b. attend meetings and negotiate with representatives of
      creditors and other parties in interest, responding to
      creditor inquiries, and advising and consulting on the
      conduct of the case, including all of the legal and
      administrative requirements of operating in Chapter 11;

   c. negotiate and prepare on behalf of the Debtor a plan or
      plans of reorganization, and all related documents, and
      prosecute the plan or plans through the confirmation
      process;

   d. represent the Debtor in connection with any adversary
      proceedings or automatic stay litigation that may be
      commenced in the proceedings and any other action necessary
      to protect and preserve the Debtor's estates;

   e. advise the Debtor in connection with any sale of assets;

   f. represent and advise the Debtor regarding post-confirmation
      operations and consummation of a plan or plans of
      reorganization;

   g. appear before the bankruptcy Court, any appellate courts,
      and the U.S. Trustee and protect the interests of the
      Debtor before such courts and the U.S. Trustee;

   h. prepare necessary motions, applications, answers, orders,
      reports, and papers necessary to the administration of the
      estate; and

   i. perform all other legal services for and providing all
      other legal advice to the Debtor that may be necessary and
      proper in the proceedings, including, without limitation,
      services or legal advice relating to applicable state and
      federal laws and securities, labor, commercial, and real
      estate laws.

Gannon will be paid at these hourly rates:

     Attorney                        $450
     Paralegal                       $120
     Administrative Assistant        $120

Gannon is an unsecured creditor of the Debtor on account of
pre-bankruptcy advice, counsel, guidance and services rendered to
the Debtor before the Petition Date. Gannon hold a claim in the
amount of $10,921.50. Shortly before the Petition Date, the Debtor
paid Gannon the sum of $1,717, the statutory filing fee.

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

William S. Gannon, member of William S. Gannon, 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.

Gannon can be reached at:

     William S. Gannon, Esq.
     WILLIAM S. GANNON, PLLC
     889 Elm Street, 4th Floor
     Manchester, NH 03101
     Tel: (603) 621-0833

              About New England Mechanical

New England Mechanical Coordination & Consulting, LLC, based in
Sunapee, NH, filed a Chapter 11 petition (Bankr. D.N.H. Case No.
17-10133) on February 3, 2017. The Hon. Bruce A. Harwood presides
over the case. William S. Gannon, Esq., at William S. Gannon, PLLC,
as bankruptcy counsel.

In its petition, the Debtor estimated $571,151 in assets and $2.41
million in liabilities. The petition was signed by Michael A. Zyla,
member.


NEW PHOENIX METALS: April 5 Plan Confirmation Hearing
-----------------------------------------------------
Judge Stacy Jernigan of the U.S. Bankruptcy Court for the Northern
District of Texas approved New Phoenix Metals, Ltd.'s second
amended disclosure statement, dated Jan. 20, 2017.

A hearing on Debtor's second plan of reorganization will be held on
April 5, 2017, at 9:30 a.m. before the Honorable Judge Stacy
Jernigan, U.S. Bankruptcy Court, 1100 Commerce Street, 14th Floor,
Dallas, Texas 75242.

Objections to the confirmation of the Plan must be filed and served
no later than March 29, 2017.

The deadline for submitting ballots accepting or rejecting the Plan
is March 31, 2017.

The TCR previously reported that under the second amended plan,
Allowed General Unsecured Claims Exceeding $150,000 will be paid
35% of their Claims over 60 months.

The funds necessary for the satisfaction of the creditors' claims
shall be generated from Debtor's income from continued operation of
the business.

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

         http://bankrupt.com/misc/txnb16-32075-11-195.pdf

                 About New Phoenix Metals

Established in 1998, New Phoenix Metals, Ltd., is a residential
and
industrial recycling company. The industrial division services
companies in a four-state region (Oklahoma, Texas, Arkansas, and
Louisiana) and its facility in Greenville, Texas, serves the
public
and small scrap dealers of Northeast Texas and Southern Oklahoma.

New Phoenix Metals is a full-service industrial recycling company
located in Greenville, Texas (40 miles Northeast of Dallas). New
Phoenix Metals also has a residential division for recycling
household scrap metals including aluminum, steel, copper and
brass.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Case No. 16-32075) on May 26, 2016. The
petition was signed by Marcus D. Carl, partner.

The case is assigned to Judge Stacey G. Jernigan.

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


NEXT GROUP: Inks $80K Settlement with JP Carey to Satisfy Judgment
------------------------------------------------------------------
Next Group Holdings, Inc. entered into a stipulation of settlement,
effective Feb. 1, 2017, with J.P. Carey Enterprises, Inc. as
assignee of a judgment previously entered in favor of Franjose
Yglesias in the Broward County Florida Circuit Court, 17th Judicial
Circuit against NYBD Holding, Inc. and NYBD Merger Sub, Inc.
formerly known as Pleasant Kids Inc.

Subsequent to the entry of the judgment that is the subject of the
Stipulation of Settlement, on Dec. 31, 2015, the Company completed
a merger with Pleasant Kids, Inc. (formally NYBD Holding, Inc.)
whereby Pleasant Kids adopted NXGH corporate structure and changed
its name to Next Group Holdings, Inc.

Under the terms of the Stipulation of Settlement the Company on
behalf of predecessor companies NYBD Holdings Inc. and NYBD Merger
Sub, Inc. (Pleasant Kids, Inc.) agreed to and has paid the sum of
$10,000 and has executed a $70,000 convertible promissory note in
favor of J.P. Carey Enterprises, Inc. to satisfy the judgment
previously entered against NYBD Holdings Inc. and NYBD Merger Sub,
Inc.

The convertible promissory note as issued under the Stipulation of
Settlement is effective as of Jan. 2, 2017, for the principal
amount of $70,000 and matures Aug. 2, 2017.  The Note bears
interest at a rate of eight percent per annum.  The Note is
convertible at the sole option of the holder in whole or in part
into shares of the Company's common stock at a price for each share
of Common Stock equal to 50% of the lowest trading price of the
Common Stock (with a floor of $0.02 per share) as reported on the
National Quotations Bureau OTC Marketplace (where the Company's
Common Stock is currently traded) or any exchange upon which the
Common Stock may be traded or in the future.  The conversion price
is to be determined based upon 50% percent of the lowest trading
price for the 20 prior trading days including the day in which the
Company receives a notice of conversion from the Note holder.  The
Note also contains default provisions that if triggered could
increase the interest rate and/or principal balance due under the
Note.

                  About Next Group Holdings

Next Group Holdings, Inc., formerly Pleasant Kids, Inc., through
its operating subsidiaries, is engaged in the business of using its
technology and certain licensed technology to provide mobile
banking, mobility and telecommunications solutions to underserved,
unbanked and emerging markets.  Its subsidiaries are Meimoun and
Mammon, LLC (100% owned), Next Cala, Inc (94% owned).  NxtGn, Inc.
(65% owned) and Next Mobile 360, Inc. (100% owned).  Additionally,
Next Cala, Inc. has a 60% interest in NextGlocal, a joint venture
formed in May 2016.

Pleasant Kids reported a net loss of $1.82 million for the year
ended Sept. 30, 2015, following a net loss of $1.72 million for the
year ended Sept. 30, 2014.

Anton & Chia, LLP, in Newport Beach, California, issued "going
concern" qualification on the consolidated financial statements for
the year Sept. 30, 2015, citing that the Company has a minimum cash
balance available for payment of ongoing operating expenses, has
experienced losses from operations since inception, and it does not
have a source of revenue sufficient to cover its operating costs.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.


OLIGARCH CAPITAL: Seeks Approval to Use NPI Fund Cash Collateral
----------------------------------------------------------------
Oligarch Capital LLC requests the U.S. Bankruptcy Court for the
Central District of California to approve its use of the cash
collateral of NPI Debt Fund, LLP.

The Debtor owns a large Single Family Residence in Toluca Lake, CA
91602, where the primary tenant is an individual who pays rent in
the amount of $600 per month.  The Debtor, however, tells the Court
that it is in the process of obtaining a Residential Care Facility
License that would allow the Debtor to operate such business on the
Property and collect monthly aggregate rent of approximately
$10,000 to $15,000.

The Debtor contends that it must spend these amounts to maintain
the property in order to avoid significant and irreparable harm to
the Property:

         Cable.........................$ 60 per month
         Pool..........................$ 85 per month
         Property Insurance............$ 92 per month
         Gardener......................$100 per month
         Utilities.....................$400 per month
                           TOTAL       $737 per month

The Debtor also contends that if its ability to use cash collateral
is denied or interrupted, the Debtor will be unable to pay the
utilities, insurance and maintenance, which will be detrimental to
the Debtor's prospects for a successful reorganization.

The Debtor believes that the rent due from the Property constitutes
cash collateral, and that only NPI Fund is asserting an interest in
the rent proceeds.  NPI Fund is alleging total obligation due of
$1,370,000, including arrears, interest and other penalties.  The
Debtor, however, disputes this claim and is seeking remedy in
litigation, which may include an Adversary Proceeding.  The Debtor
admits that it is behind on the payments NPI Fund.

As adequate protection, the Debtor proposes that:

      (a) no expenditure will be made in excess of any line item as
reflected on its Budget without the express written consent of NPI
Fund;

      (b) the Debtor will continue to be bound by the terms and
conditions set forth in its pre-petition agreements with NPI Fund;


      (c) all of its indebtedness with NPI Fund will continue to
accrue interest at the pre-petition contract rate until a Plan of
Reorganization is confirmed;

      (d) the Debtor will provide NPI Fund with copies of all
reports, pleadings, forms and/or documents filed with the Court
and/or the U.S. Trustee;

      (e) mortgage payments will resume upon resolution of the
dispute with NPI Fund over disputed usurious interest charges,
facilitated by the opening of the Residential Facility; and

      (f) the Debtor will continue to maintain insurance on the
Property and remain current with the property tax.

A hearing to consider approval of the Debtor's use of cash
collateral is scheduled on March 1, 2017 at 9:30 a.m.

A full-text copy of the Debtor's Motion, dated February 7, 2017, is
available at https://is.gd/KTiEeY

               About Oligarch Capital LLC

Oligarch Capital LLC filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 17-10012), on January 3, 2017.  The Petition was signed by
Avis Copelin, managing partner.  The case is assigned to Judge
Maureen Tighe.  The Debtor is represented by George J. Paukert,
Esq., at the Law Offices of George J. Paukert.  At the time of
filing, the Debtor estimated assets at $1 million to $10 million
and liabilities at $500,000 to $1 million. The Debtor has no
unsecured creditors.


OPTIMA SPECIALTY: S&P Withdraws 'D' CCR on Lack of Market Interest
------------------------------------------------------------------
S&P Global Ratings said it discontinued its ratings, including the
'D' corporate credit rating, on Miami-based steel processor Optima
Specialty Steel Inc. due to a lack of market interest.

On Dec. 15, 2016, S&P lowered its corporate credit and issue-level
ratings on Optima to 'D' after the company announced that it has
filed a voluntary petition for reorganization under Chapter 11 in
the U.S. Bankruptcy Court for the District of Delaware.



PACIFIC IMPERIAL: Proceeds of Assets' Sale to Fund Ch. 11 Plan
---------------------------------------------------------------
Pacific Imperial Railroad, Inc., filed with the U.S. Bankruptcy
Court for the Southern District of California a disclosure
statement to the Debtor's plan of reorganization dated Feb. 6,
2017.

A hearing to consider the approval of the Disclosure Statement is
set for March 20, 2017, at 2:00 p.m.

Class 5 allowed unsecured claims are impaired by the Plan.  The
holders of general unsecured claims will receive on the
distribution date a pro rata share of the cash assets of the Debtor
remaining after the payment of Classes 1, 2, 3 and 4.

The Debtor will sell all of its real and non-cash personal property
of every kind and description including, without limitation, all of
Debtor's real property, equipment, inventories, technology,
patents, patent applications, copyrights, trademarks, trade names,
trade secrets, know-how, and other intellectual property rights,
and Debtor's rights under all contracts.  The sale will include the
assumption by Debtor of executory contracts and unexpired leases as
the buyer selects and the concomitant assignment of those contracts
and leases to the buyer.  The assets will not include any cash or
cash equivalents, deposit accounts, accounts receivable, bankruptcy
avoidance claims, or any other assets that are specifically
excluded by the asset purchase agreement entered into between the
Debtor and the ultimate buyer.

All property of the Debtor which has not been previously sold will
be revested in the Reorganized Debtor on the Effective Date of the
Plan.

The Disclosure Statement is available at:

          http://bankrupt.com/misc/casb16-06253-114.pdf

                About Pacific Imperial Railroad

Pacific Imperial Railroad, Inc., based in San Diego, California,
filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 16-06253) on
Oct. 13, 2016.  The Debtor was created for the purpose of
rehabilitating and operating the Desert Line rail line.  The
petition was signed by Arturo Alemany, president and CEO.  The
Debtor is represented by Alan Vanderhoff, Esq., at Vanderhoff Law
Group.  The case is assigned to Judge Laura S. Taylor.  The Debtor
disclosed total assets at $7.18 million and total liabilities at
$11.43 million.


PASS BUSINESS: Can Use Cash Collateral Until Plan Confirmation
--------------------------------------------------------------
Judge Katharine M. Samson of the U.S. Bankruptcy Court for the
Southern District of Mississippi authorized Pass Business Terminal,
LLC to use cash collateral until entry of an order confirming a
plan of reorganization.

The Debtor's use of cash collateral will be limited to expenses in
the ordinary course of business, including payment to the U.S.
Trustee of quarterly fees in the amounts actually owed.

The Debtor is indebted to Whitney Bank, formerly known as Hancock
Bank, in principal sum of $444,425, accrued interest of $16,426,
survey costs of $3,500, appraisal costs of $2,723 and environmental
assessment costs of $5,266 as well as all costs of collection,
including attorney's fees and expenses.

Pursuant to the Loan Documents, Whitney Bank had been granted a
lien on the real property commonly known as 323 East North Street,
Pass Christian, MS 39571.  Whitney Bank had also been granted a
lien on rents, security deposits, proceeds, income and other kinds
of revenue from the property.

The Debtor was directed to make an adequate protection payment to
Whitney Bank in the amount of $18,361 for the months of October,
November and December 2016 and January 2017.  Beginning February 6,
2017, the Debtor will make payments in the amount of $4,590 per
month to Whitney Bank.  Each payment will be applied first to any
accrued unpaid interest and then to the principal.

Whitney Bank was granted a replacement lien on all post-petition
cash collateral received by the Debtor in order to secure the
Debtor's post-petition use of cash collateral.  Whitney Bank was
also granted a super priority administrative expenses claim to the
extent of cash collateral used by the Debtor post-petition, which
will be subject only to the carve out for fees of the Office of the
U.S. Trustee.

The Debtor was directed to pay the 2016 ad valorem taxes for the
Property no later than February 15, 2017.  The Debtor was also
directed to maintain insurance on the Property in accordance with
the Loan Documents, naming Whitney Bank as loss/payee-mortgagee
and/or additional insured.

The Debtor was ordered to provide Whitney Bank with copies of these
documents:

      (a) Current rent roll for the Property;

      (b) The Debtor's current ledger, profit and loss statement,
balance sheet, financial statements, statements of account;

      (c) The Debtor's insurance policies and proof of current
status of such policies;

      (d) The Debtor's state and federal tax returns for 2014-2015;
and

      (e) Any appraisal upon which the Debtor bases its valuation
of the Property in its Schedules.

A full-text copy of the Agreed Order, dated February 7, 2017, is
available at https://is.gd/r8WpKs

             About Pass Business Terminal, LLC

Pass Business Terminal, LLC, filed a chapter 11 petition (Bankr.
S.D. Miss. Case No. 16-51767) on October 11, 2016.  The Petition
was signed by Roger L. Caplinger, Owner.  At the time of filing,
the Debtor had $500,000 to $1 million in estimated assets and
$100,000 to $500,000 in estimated liabilities.

The Debtor is represented by Matthew Louis Pepper, Esq., at Matthew
Perry, Attorney at Law.  The Debtor hired Strick Trio Investments,
LLC as its accountant and bookkeeper.


PETROQUEST ENERGY: Reports 2016 Proved Oil & Gas Reserves Estimates
-------------------------------------------------------------------
PetroQuest Energy, Inc., announced that it ended 2016 with
approximately 115 Bcfe (approximately 25 Bcfe of proved oil and gas
reserves were divested in 2016) of estimated proved oil and gas
reserves having a pre-tax discounted value ("PV-10") including
hedges of approximately $75 million (SEC pricing: $2.49/Mcf for
natural gas and $42.75/Bbl for oil).  The Company's estimated
proved reserves at Dec. 31, 2016, were comprised of 70% natural
gas, 7% oil and 23% natural gas liquids.  In addition,
approximately 59% of the reserves were proved developed.

Using 3-year strip prices ($3.21/Mcf for natural gas and $56.29/Bbl
for oil) at Dec. 31, 2016, the Company estimates a PV-10 value of
approximately $127 million for its proved oil and gas reserves.
Proved reserves at Dec. 31, 2016, do not include unproved, behind
pipe reserves associated with the Company's four producing wells at
La Cantera and Thunder Bayou.

The Company estimates that its 2016 production was approximately
23.5 Bcfe, or 64.1 MMcfe per day, including fourth quarter 2016
production estimate of 4.6 Bcfe, or 49.9 MMcfe per day.

First Quarter 2017 Production Guidance

The Company projects its first quarter 2017 production to average
between 55 and 59 MMcfe per day with approximately 68%, 14% and 18%
to be derived from natural gas, oil and natural gas liquids,
respectively.  The mid-point of this guidance represents a 14%
increase from the Company's estimated production for the fourth
quarter of 2016.

2017 Capital Expenditures Guidance

The Company's capital budget for 2017 is expected to range between
$40 million and $48 million, including approximately $6 million of
capitalized interest and overhead.  The Company's capital budget is
subject to revision based upon changes in market conditions and is
expected to be funded with internally generated cash flow.

The Company's 2017 direct capital budget is expected to be
allocated to the following projects: eight to ten horizontal Cotton
Valley wells, Thunder Bayou/La Cantera and Gulf of Mexico
recompletions and approximately $4 million in plugging and
abandonment work in the Gulf of Mexico.

Operations Update

In South Louisiana, the Company initiated production over the
weekend from the upper section of the Cris R-2 formation in its
Thunder Bayou well.  The well is currently flowing at gross
production rate of approximately 20 MMcfe per day (NRI-37%).  The
Company expects to increase the production rate in stages over the
next 3-4 weeks before reaching its gross production target of 50-70
MMcfe per day.

In East Texas, the Company recently completed its PQ #21 (NRI -
61%) horizontal Cotton Valley well.  The 5,000 foot lateral well is
in the initial stages of flowback.  The Company plans to provide a
production rate on PQ #21 in connection with its fourth quarter
2016 earnings press release on March 7th.  In addition, the Company
recently reached total depth on its PQ #22 well (WI-50%), which is
located on its PQ/CVX acreage position and expects to commence
completion operations in approximately one week.  The Company is
currently drilling the initial well on a three well pad within its
joint venture acreage (WI-76%) and expects first production from
the pad to occur in June.

Management's Comment

"With Thunder Bayou expected to ramp to a gross production rate of
50-70 MMcfe/d over the next few weeks and our East Texas joint
venture program currently realizing its initial production, we
believe that January 2017 will mark the low point in our production
profile" said Charles T. Goodson, chairman, chief executive officer
and president.  "We are forecasting sequential production growth
throughout this year and are targeting a capex program that is
within anticipated cash flow.  Our expected production growth
combined with a stronger than year-ago natural gas price should
result in significant deleveraging by the end of 2017."

                       About PetroQuest

PetroQuest Energy, Inc., is an independent energy company engaged
in the exploration, development, acquisition and production of oil
and natural gas reserves in East Texas, Oklahoma, South Louisiana
and the shallow waters of the Gulf of Mexico.  PetroQuest's common
stock trades on the New York Stock Exchange under the ticker PQ.

In its quarterly report for the period ending June 30, 2016, the
Company stated, "Our substantially decreased level of capital
spending has had and is expected to continue to have a negative
impact on our production and cash flow from operating activities.
We expect production to continue to decline throughout 2016 and
when combined with current commodity prices and our existing cost
structure, including 10% interest expense on the $280 million of
debt represented by our 2017 Notes and 2021 Notes, we believe that
we will continue to incur significant losses and negative cash flow
from operating activities for the remainder of 2016.  In addition,
$136 million of the indebtedness represented by our 2017 Notes will
mature on September 1, 2017 and would be reflected as a current
liability on our September 30, 2016 balance sheet if not refinanced
prior to the filing of our Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2016, which would raise
substantial doubt about our ability to continue as a going
concern," the Company stated in its quarterly report for the period
ended June 30, 2016.

"We are evaluating additional sources of liquidity including asset
sales, joint ventures, exchange offers and alternative financing
arrangements to replace the Credit Agreement, but there is no
assurance that these sources will provide sufficient, if any,
incremental liquidity.  We are also evaluating various options to
address the September 2017 maturity of our 2017 Notes as well as
assessing our overall capital structure.  These options include
additional public or private exchanges of 2017 Notes for new
secured debt and/or common stock, refinancing the 2017 Notes with
unsecured debt and/or common stock as well as a broader
restructuring of our 2017 and 2021 Notes.  To assist the Board of
Directors and management team in evaluating these options, we have
retained Jefferies LLC and Seaport Global as our financial advisors
and Porter Hedges LLP as our legal advisor.  There is no assurance
that any refinancing or debt or equity restructuring will be
possible or that additional equity or debt financing can be
obtained on acceptable terms, if at all.  If we are unable to
improve our liquidity position, and refinance or restructure our
debt, we may seek bankruptcy protection to continue our efforts to
restructure our business and capital structure.  As a part of that
process, we may have to liquidate our assets and may receive less
than the value at which those assets are carried on our
consolidated financial statements."

As of Sept. 30, 2016, Petroquest had $174.4 million in total
assets, $411.2 million in total liabilities and a total
stockholders' deficit of $236.8 million.

                       *     *     *

PetroQuest Energy carries a 'Caa3' corporate family rating from
Moody's Investors Service.

In October 2016, S&P Global Ratings raised the corporate credit
rating on PetroQuest Energy to 'CCC' from 'SD'.  "The upgrade
reflects our reassessment of the company's corporate credit rating
following the exchange of the majority of its outstanding 10%
senior unsecured notes due September 2017 at par," said S&P Global
Ratings credit analyst Daniel Krauss.  The negative outlook
reflects the company's current debt leverage levels, which S&P
views to be unsustainable, as well as its less than adequate
liquidity position.


PETTY FUNERAL: Unsecured Creditors to Recover 11% Under Plan
------------------------------------------------------------
Petty Funeral Homes, LLC, filed with the U.S. Bankruptcy Court for
the Southern District of Alabama a disclosure statement
accompanying the Debtor's plan of reorganization.

Unsecured creditors, exclusive of insider claims, will receive 11%
of their claims.

Under the Plan, the Debtor intends to retain title to all
furniture, machinery, fixtures, equipment, building, and accounts
receivable.  However, in the Plan, the Debtor reserves the right to
sell all or a portion of its assets in or out of the ordinary
course of business after confirmation of its Plan without
supervision by the Court.

Certain debts of the Debtor have been guaranteed by its managing
member.  Under the Plan, the guaranties of the Managing Member to
all creditors will remain in full force and effect.  The Debtor's
principal is submitting a separate proposal to ReadyCap for his
release of liability as to the unsecured protion of ReadyCap
Lending, LCC's claim.  However, under the Plan, the individual
guaranty of the Managing Member of the ReadyCap Lending, LLC debt
will be released on the Effective Date.

Under the Plan, the membership interest of Joe Max Petty will be
retained by Mr. Petty.  The name of the Debtor may be changed after
plan confirmation.

The Disclosure Statement is available at:

          http://bankrupt.com/misc/alsb16-00454-143.pdf

                       About Petty Funeral

Petty Funeral Homes, LLC, conducts its business operations from
9260 Highway 31 North, Atmore, Alabama 36502.  The land and
improvements are owned by the Debtor.

The Debtor filed a Chapter 11 petition (Bankr. S.D. Ala. Case No.
16-00454) on Feb. 16, 2016.  The petition was signed by Joe Max
Petty, managing member.  The case is assigned to Judge Jerry
Oldshue, Jr.  The Debtor estimated assets of $500,000 to $1 million
and debts of $1 million to $10 million.  The Debtor is represented
by Irvin Grodsky, Esq.

Ann C. Brooks, CPA, PA, serves as accountant to the Debtor.

The U.S. Bankruptcy Court for the Southern District of Alabama on
April 15, 2016, issued an order appointing three creditors of Petty
Funeral Homes, LLC, to serve on the official committee of unsecured
creditors.  The committee members are: (1) Gulf Coast Wilbert, (2)
Gulf Coast Signet, and (3) Joyce Petty, Representative.


PICO HOLDINGS: PICO Nominates Speron and Locker as UCP Directors
----------------------------------------------------------------
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 February 6, 2017, PICO filed with the SEC, a revised 13D/A for
its 57% ownership in UCP.

The bloggers provide some background. "UCP has a classified Board,
with only 2 of 6 Directors up for election in any given year. In
2017, Eric Speron and Kathleen R. Wade face election. PICO recently
placed Mr. Speron on the UCP Board, so his re-nomination was a
given. The original deadline to nominate a UCP Director/submit a
corporate proposal was in early January, 2017. In an 8-K filing on
December 28, 2016, UCP extended the deadline to February 6, 2017.
PICO submitted its 13D/A to the SEC on the day of the deadline."

Pursuant to the 13D/A, PICO nominates Mr. Speron and Keith M.
Locker as Directors to the UCP Board. The latter will contest the
Directorship of Mrs. Wade. The 13D/A also submits seven Proposals
to be voted upon at the 2017 Annual Meeting. They are:

     a) Hard declassification of the UCP Board;

     b) Cumulative voting for Directors;

     c) Right to call a Special Meeting at a 10% ownership
threshold;

     d) Right for shareholders to act by Written Consent;

     e) Supermajority vote to remove Directors (66.67%);

     f) Supermajority vote to fill Director vacancies; and

     g) Supermajority vote to amend Bylaws.

The bloggers approve of PICO's 7 Proposals. "The governance changes
proposed by PICO represent best practices, benefit the owners of
the business and should be adopted. The Proposals read like a wish
list of modern corporate governance.

PICO does not seek to be the neighborhood bully; to improve the
optics and make the slate more agreeable to proxy advisers Glass
Lewis and ISS, PICO proposes that passage be determined by a
majority of UCP's independent shareowners that cast votes. It
doesn't get any more democratic than that.

We expect the UCP Board to oppose these Proposals. We should see a
press release in the near future describing the excellent corporate
governance at UCP, the plan to create value and the nefarious
motives of PICO. This is what desperate and ethically-challenged
Directors do.

We salute the approach taken by PICO Directors Daniel Silvers,
Andrew Cates and Eric Speron. The 13D/A, the alternate director
nomination and the 7 Proposals indicate that PICO is not playing.

The UCP Directors are all appointees of John 'The Juicer' Hart,
now-deposed PICO CEO. If they think and act anything like John
Hart, then they will pursue self-interest at all costs. Like John
Hart, despite the presence of every opportunity and advantage
possible, these Directors have failed to create value for owners.
We hope they gracefully accept reality and pursue a harmonious,
value-creating solution."

The bloggers would like a negotiated result. "The unwillingness of
Messrs. Bogue, Cortney, Lori and Mrs. Wade to sell UCP to the
highest bidder, after 3.5 years of value destruction, is
self-interest in the extreme and abusive of shareowners. The owners
of the business have the right to maximize the value of their
investment. Mr. Bogue and this Board have been given plenty of
time, plenty of capital and a robust industry environment to make a
go of it. They have failed. It is now time to accept economic
reality and allow shareholders their inherent right to maximize
their investment."


PINNACLE COMPANIES: Hires Perryman Chaney as Accountant
-------------------------------------------------------
Pinnacle Companies, Inc., seeks authority from the U.S. Bankruptcy
Court for the Eastern District of Texas to employ Perryman Chaney
Russell, LLP as accountant to the Debtor.

Pinnacle Companies requires Perryman Chaney to assist the Debtor in
preparing and filing its 2016 1120S federal tax return and all
applicable supporting schedules as may be required.

Suzanne Chaney, member of Perryman Chaney Russell, 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.

Perryman Chaney can be reached at:

      Suzanne Chaney
      PERRYMAN CHANEY RUSSELL, LLP
      5485 Beltline Road, Suite 120
      Dallas, TX 75254
      Tel: (972) 702-8200

              About Pinnacle Companies, Inc.

Pinnacle Companies, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E. D. Texas Case No. 16-41889) on October
18, 2016. The petition was signed by Miles J. Arnold, director.

The case is assigned to Judge Brenda T. Rhoades. Quilling,
Selander, Lownds, Winslett & Moser, P.C. serves as the Debtor's
legal counsel.

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



PITNEY BOWES: Moody's Affirms (P)Ba2 Preferred Shelf Rating
-----------------------------------------------------------
Moody's Investors Service changed Pitney Bowes, Inc.'s rating
outlook to negative from stable. As part of the rating action,
Moody's affirmed Pitney Bowes' senior unsecured debt ratings at
Baa3.

RATINGS RATIONALE

The change in outlook reflects Moody's increasing concerns about
the company's ability to stabilize revenues and improve cash flow
generation to support its investment grade rating. The pressures on
the company's legacy mailing businesses, weaker than expected
performance in the software business and a tepid macroeconomic
environment have contributed to the company missing a series of
revenue and margin targets. In addition, revenue and cash flow
contributions from the digital commerce business are not growing
fast enough to overcome the declines in the company's mailing
units.

The Baa3 rating reflects Pitney Bowes' strong leadership in its
postal metering business and a demonstrated commitment to maintain
strong credit protection measures. The small and mid-sized business
segment contributes meaningfully to Pitney Bowes' profit through
its receivables financing programs, but the equipment financing
business weighs on the company's credit profile given the need to
refinance large annual debt maturities. Moody's anticipates that
the company will apply a measured approach to its free cash flow
allocation and will continue paying down its debt balances in line
with the declining finance receivables associated with its mailing
business. The pressure to pare down debt balances could be
alleviated by stronger growth and profitability in the digital
commerce units.

Despite Pitney Bowes' efforts to improve its operating platforms
and cost structure, Moody's believes that over the next two years,
the company will be challenged to grow revenues and will remain
dependent on cost abatement efforts to improve free cash flow
levels. Moody's also notes that a significant portion of the
company's cash flow has come from liquidated finance assets, which
adds to the concerns about the long term top line stability.

The negative outlook may be stabilized if Moody's sees evidence
that Pitney Bowes can successfully navigate its transformation and
build a platform for stable to modestly growing revenues and
improved cash flow generation. Indicators of success in the
transformation include strong digital commerce revenue growth,
improving performance in the software business and the success of
new product introductions in offseting some of the declines in the
mailing business.

The ratings could be downgraded if the persistent revenue
contraction is not reversed, if adjusted debt to EBITDA remains
above 3.0x or if free cash flow to debt percentage remains in the
low single digits. The rating would also be pressured if the
company prioritizes shareholder payouts over maintaining
conservative financial policies.

Considering the secular pressure on the legacy mailing business, a
near term upgrade is unlikely. The ratings could be upgraded if
there is tangible progress in driving revenue growth, operating
margin improvement, adjusted debt/EBITDA leverage is maintained
below 2 times and free cash flow to adjusted debt percentage grows
to double digits.

Ratings Actions:

Issuer: Pitney Bowes Inc.

-- Senior Unsecured Regular Bond/Debentures, Affirmed at Baa3

-- Issuer Rating, Affirmed at Baa3

-- Senior Unsecured Shelf, Affirmed at (P)Baa3

-- Preferred Shelf, Affirmed at (P)Ba2

-- Preference Shelf, Affirmed at (P)Ba2

-- Subordinate Shelf, Affirmed at (P)Ba1

-- Senior Unsecured Commercial Paper, Affirmed at P-3

Outlook Actions:

Issuer: Pitney Bowes Inc.

-- Outlook, Changed to Negative from Stable

Based in Stamford, CT, Pitney Bowes is a leading global provider of
integrated mail, messaging and document management solutions that
includes postage meters, mailing equipment and related document
messaging services and software, mail and marketing services.

The principal methodology used in these ratings was Diversified
Technology Rating Methodology published in December 2015.


QEP RESOURCES: S&P Revises Outlook to Stable & Affirms 'BB+' CCR
----------------------------------------------------------------
S&P Global Ratings revised its rating outlook on Denver-based QEP
Resources Inc. to stable from negative and affirmed all its
ratings, including the 'BB+' corporate credit rating, on the
company.

The outlook revision reflects S&P's view that QEP's credit measures
will remain comfortably in line with S&P's expectations for the
ratings over the next two years.  S&P forecasts higher cash flows
than previously anticipated due to higher production, lower
operating costs, and higher oil and gas price assumptions.  S&P now
expects funds from operations (FFO) to debt to remain above 30% and
debt to EBITDA will remain below 3x on a sustained basis.  QEP is
likely to increase spending this year in the context of higher
commodity prices in large part to accelerate development of the
properties it acquired last year in the Permian basin.

"The stable outlook reflects our expectation that the company will
successfully maintain FFO to debt above 30% and debt to EBITDA
below 3x over the next two years," said S&P Global Ratings credit
analyst Alex Vargas.  "We believe that improvements in commodity
prices will allow the company to modestly increase production while
maintaining modest leverage levels," he added.

S&P would consider a downgrade should FFO to debt decline below 30%
and debt to EBTIDA rise above 3x on a sustained basis.  This could
occur if QEP fails to maintain cost improvements or increases
capital spending without achieving significant production growth,
or if commodity prices fall below S&P's current expectations.

S&P could consider an upgrade if QEP increases its oil and gas
reserves and production to a scale commensurate with higher-rated
peers without a significant deterioration in its operating costs or
capital structure.



QGOG ATLANTIC: Fitch Lowers Rating on 2011-1 Secured Notes to B
---------------------------------------------------------------
Fitch Ratings has downgraded the senior secured notes issued by
QGOG Atlantic/Alaskan Rigs Ltd. as follows:

-- Series 2011-1 senior secured notes due 2019 to 'B' from 'B+';

The Rating Outlook is Negative.

The notes are backed by the flows related to the charter agreements
signed with Petroleo Brasileiro (Petrobras) for the use of the
moored semi-submersibles Atlantic Star and Alaskan Star. Queiroz
Galvao Oleo e Gas S.A. (QGOG) is the operator of the vessels and
QGOG Constellation S.A. (QGOG Constellation) is the primary sponsor
of the transaction.

The rating action follows Fitch's downgrade of QGOG Constellation
S.A.'s (QGOG) -- the sponsor of the transaction, and operator of
the rig -- Long-Term Foreign and Local Currency Issuer Default
Ratings (IDRs) to 'B' from 'B+'. The Rating Outlook on the notes
reflects the Negative Outlook on QGOG Constellation's IDRs.

KEY RATING DRIVERS

Downgrade of QGOG Constellation: On Feb. 9, 2017, Fitch downgraded
QGOG's Long-Term Foreign and Local IDRs to 'B' from 'B+'. The
Outlook remained Negative. The above transaction is directly and
indirectly exposed to the credit quality of QGOG Constellation as
the charter and service agreements have termination clauses
relating to bankruptcy and performance, and therefore are linked to
the credit quality of the notes issued by QGOG Atlantic/Alaskan
Rigs Ltd. QGOG's rating is currently the implied rating cap for the
transaction.

The rating action follows the delay in renewing contracts and the
implication this could have for liquidity going forward. QGOG
announced this week it had issued a corporate guarantee for Alpha
Star's net balloon payment obligation of approximately USD120
million due in July 2017 given that this rig's contract expires
less than six months from now and is yet to be re-contracted. The
Negative Outlook reflects the high uncertainty surrounding the
company's contractual position over the medium term as well as the
potential for a deeper and longer offshore drilling-rig market
down-cycle.
Supply and Demand Fundamentals: While oil prices have rebounded
from the lows of early 2016, prices remain more than 50% below
2015. As a response to this macro environment, energy companies
have continued to cut expenses, putting significant pressure on
exploration spending. The overall rig market remains severely
depressed as day rates and asset prices are not expected to rebound
over the next several years.

Linkage to Petrobras' Credit Quality: The off-taker's credit
quality is a key risk factor for determining the strength of the
off-taker's payment obligation. On Jan. 26, 2017, Fitch affirmed
Petrobras' Long-Term IDR at 'BB'/Outlook Negative. Petrobras'
ratings continue to reflect its close linkage with the sovereign
rating of Brazil due to the government's control of the company and
its strategic importance to Brazil as its near-monopoly supplier of
liquid fuels.

Strength of Off-taker Obligation: Fitch's view on the strength of
the off-taker's payment obligation is typically notched from the
off-taker's IDR, and will act as the ultimate rating cap to the
transaction. Fitch's qualitative assessment of
asset/contract/operator characteristics and the
off-taker's/industry's characteristics related to this transaction
would ultimately cap the transaction at two notches below
Petrobras' Long-term IDR. However the ratings are constrained by
the credit quality of the operator/sponsor.

Operational Performance: Petrobras has demonstrated a willingness
to terminate existing charter agreements related to less strategic
assets when a termination clause is breached. With current market
conditions and market day-rates for drilling rigs close to the
contracted day-rates for the rigs within the sponsor's fleet,
Petrobras may approach the operator in an attempt to restructure
certain contracts to reduce expenses over the medium term.

Continued pressure on global day-rates and asset values caused by
stressed oil prices imply a low likelihood that the underlying
assets would be re-contracted. This underlines the importance of a
strong operating performance to avoid any performance-related
contract terminations.

RATING SENSITIVITIES

The ratings may be sensitive to changes in the credit quality of
Petrobras as offtaker, changes in the credit quality of QGOG
Constellation, and the operating performance of the underlying
assets.

Additionally, the ratings are sensitive to changes in Brazilian oil
and gas industry dynamics and overall market dynamics for midwater
assets, and Fitch's perception of the strength of the payment
obligation.


RAIN TREE: Wants to Use Yellowstone, DCR Mortgage Cash Collateral
-----------------------------------------------------------------
Rain Tree Health Care of Winston Salem, LLC, asks the U.S.
Bankruptcy Court for the Western District of North Carolina, for
authorization to use cash collateral.

The Debtor owes Yellowstone Capital, LLC the principal amount of
$25,000, pursuant to a Loan Agreement.  The Yellowstone Note is
secured by a first lien in all assets currently or later-acquired
and wherever located.

The Debtor also owes DCR Mortgage VI Sub II, LLC the principal
amount of $150,000, pursuant to a Security Agreeemnt.  The DCR Note
is secured by a second lien in all assets currently owned or
later-acquired and wherever located.

The Debtor is currently anticipating a continuation of operations
by way of its proposed reorganization.  The Debtor believes that in
order to maintain existing operations, and retain maximum value of
its business, it will be required to incur certain operating
expenses.  The Debtor contends that a significant source of the its
income is derived from state and federal funding it receives from
the government to provide services to adults residing in its adult
care home for the mentally and physically disabled located in
Winston Salem, NC 27612.  The Debtor further contends that it has
no other readily available cash with which to operate its business.


The Debtor proposes to grant both Yellowstone Capital and DCR
Mortgage replacement liens on the same assets that they had
pre-petition, to the same extent and with the same priority that
such liens existed on the Petition Date.

The Debtor asserts that the value of its personal property based
upon a recent comparable valuation completed by the Debtor, is in
excess of $600,000, rendering Yellowstone Capital and DCR Mortgage
as over-secured creditors with an equity cushion.  The Debtor
further asserts that all of is property securing the indebtedness,
is fully insured.

The Debtor tells the Court that if the use of cash collateral is
not immediately approved, the Estate will suffer immediate and
irreparable harm, in that it will not be able to pay is expenses
from funds on hand from its federally funded grant money. The
Debtor further tells the Court that if it is unable to maintain
constant cash flow, it cannot possibly succeed in bankruptcy.

A hearing on the Debtor's Motion is scheduled on February 15, 2017
at 9:30 a.m.

A full-text copy of the Debtor's Motion, dated February 6, 2017, is
available at
http://bankrupt.com/misc/RainTreeHealthCare2016_1632071_59.pdf

DCR Mortgage VI, Sub, LLC can be reached at:

          DCR MORTGAGE VI SUB, LLC
          Attn: Officer of Managing Agent
          333 Third Ave. North, Suite 400
          Saint Petersburg, FL 33701

Yellowstone Capital, LLC is represented by:

          YELLOWSTONE CAPITAL, LLC
          Attn: Officer or Managing Agent
          160 Pearl Street 5th Floor
          New York, NY 10005

Rain Tree Health Care of Winston Salem, LLC is represented by:

          Robert Lewis, Jr.
          GORDON & MELUN PLLC
          5400 Glenwood Ave., Suite 218
          Raleigh, NC 27612
          Telephone: (919) 533-5510
          E-mail: rlewis@gorlaw.com

           About Rain Tree Health Care of Winston Salem

Rain Tree Health Care of Winston Salem, LLC, filed a chapter 11
petition (Bankr. W.D.N.C. Case No. 16-32071) on Dec. 30, 2016.  The
Debtor is represented by Robert Lewis, Jr., Esq., at Gordon & Melun
PLLC.

The Debtor is a limited liability corporation headquartered in
Charlotte, North Carolina and is engaged in the management and
operation of an adult care home for the mentally and physically
disabled in Winston Salem, North Carolina.


RANCHO PALOMITA: March 14 Disclosure Statement Hearing
------------------------------------------------------
Judge Scott H. Gan of the U.S. Bankruptcy Court for the District of
Arizona will convene a hearing on March 14, 2017, at 1:30 p.m., to
consider approval of the second amended disclosure statement
explaining the plan of reorganization filed by Rancho Palomita
Advisors, LLC, on Jan. 31, 2017.

The last day for filing written objections to the disclosure
statement is fixed at 5 business days prior to the hearing date set
for approval of the disclosure statement.

As previously reported, under the latest plan, Western Alliance's
Class 4 secured claim will accrue interest from the effective date
of the plan at the rate of 4.5% per annum or the rate on the
existing note, whichever is less.

The note will be payable as follows: (a) a one-time lump sum of
$300,000 to be paid on the effective date of the plan; (b) a
payment of $100,000 to be paid six months from the effective date;
(c) a payment of $200,000 to be paid 12 months from the effective
date; (d) these payments will repeat until the outstanding
principal balance of the note is paid in full; (e) in the event of
a sale, 90% of the proceeds will be applied to the principal
balance in lieu of an upcoming payment pursuant to the proposed
payments; and (f) in the event Rancho pays the discounted price
within 36 months, all bank fees, penalties, etc. will be waived by
Western Alliance.

A copy of the Second Amended disclosure Statement is available for
free at:

             https://is.gd/UTnDqS

                    About Rancho Palomita

Rancho Palomita Advisors, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 16-04036) on April 14, 2016.
The petition was signed by Richard A. Spross, managing member.

The Debtor is represented by Eric Slocum Sparks, Esq., at Eric
Slocum Sparks PC. The case is assigned to Judge Scott H. Gan.

The Debtor disclosed zero assets and total debts of $1.62 million.

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


REDIGI INC: Asks Court to Extend Plan Filing Deadline to May 30
---------------------------------------------------------------
ReDigi Inc. requests the U.S. Bankruptcy Court for the Southern
District of Florida to extend the exclusive periods within which to
file a plan of reorganization and solicit acceptances of such plan,
through and including May 30, 2017 and July 31, 2017, respectively.


The Debtor tells the Court that the deadline for creditors to file
proofs of claim recently expired and claim adjustments and
discussions are still ongoing. As such, the Debtors further tells
the Court that extending the exclusive periods will permit the
Debtor to move forward in an orderly, efficient and cost effective
manner to maximize the value of the Debtor's assets, and give the
Debtor the opportunity to have the Debtor's Plan of Reorganization
confirmed.  

                       About ReDigi Inc.

ReDigi Inc. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.
16-20809) on August 3, 2016, and is represented by Craig I Kelley,
Esq., in West Palm Beach, Florida.  The petition was signed by John
Mark Ossenmacher, CEO.  At the time of the filing, the Debtor had
$250 in total assets and $6,590,000 in total liabilities.  The
Debtor employed Baker & Hostetler LLP as special counsel.

A list of the Debtor's 16 unsecured creditors is available for free
at http://bankrupt.com/misc/flsb16-20809.pdf   


RENNOVA HEALTH: Closes Offering of $1.6M Debentures Plus Warrants
-----------------------------------------------------------------
Rennova Health, Inc., closed an offering of $1,590,000 principal
amount of Original Issue Discount Convertible Debentures due
May 2, 2017, and warrants to purchase 3,000,000 shares of common
stock for a purchase price of $1,500,000.  The offering was
pursuant to the terms of the previously announced Securities
Purchase Agreement, dated as of Jan. 29, 2017, between the Company
and the accredited investors party thereto.

The Debentures are convertible at a conversion price of $0.086 per
share (subject to adjustment).  In the event the Debentures are
outstanding after the maturity date, the conversion price shall be
reduced to $0.0531 per share (subject to adjustment).  Holders of
Debentures are prohibited from converting Debentures into shares of
the Company's common stock if, as a result of such conversion, the
holder, together with its affiliates, would own more than 4.99% of
the total number of shares of the Company's common stock than
issued and outstanding.  However, any holder may increase or
decrease such percentage to any other percentage not in excess of
9.99%, provided that any increase in such percentage shall not be
effective until 61 days after notice to the Company.

The Warrants are exercisable into shares of the Company's common
stock at any time from and after Aug. 2, 2017, at an exercise price
of $0.086 per common share (subject to adjustment).  The Warrants
will terminate five years after they become exercisable.

The Debentures are guaranteed by substantially all of the
subsidiaries of the Company pursuant to a Subsidiary Guarantee,
dated as of Feb. 2, 2017, in favor of the holders of the Debentures
by the subsidiary guarantors party thereto.

The issuance of the Debentures and the Warrants was exempt from the
registration requirements of the Securities Act of 1933, as
amended, in accordance with Section 4(2) thereof, as a transaction
by an issuer not involving a public offering.

                         About Rennova

Rennova Health, Inc., is a vertically integrated provider of a
suite of healthcare related products and services.  Its principal
lines of business are diagnostic laboratory services, and
supportive software solutions and decision support and informatics
operations services.

The Company reported a net loss attributable to the Company's
common shareholders of $36.4 million for the year ended Dec. 31,
2015, following net income attributable to the Company's common
shareholders of $2.81 million for the year ended Dec. 31, 2014.

As of Sept. 30, 2016, Rennova Health had $10.19 million in total
assets, $20.23 million in total liabilities and a total
stockholders' deficit of $10.03 million.

The Company said in its annual report for the year ended Dec. 31,
2015, that "Although our financial statements have been prepared on
a going concern basis, we have recently accumulated significant
losses and have negative cash flows from operations, which raise
substantial doubt about our ability to continue as a going
concern.

"If we are unable to improve our liquidity position we may not be
able to continue as a going concern.  The accompanying consolidated
financial statements do not include any adjustments that might
result if we are unable to continue as a going concern and,
therefore, be required to realize our assets and discharge our
liabilities other than in the normal course of business which could
cause investors to suffer the loss of all or a substantial portion
of their investment."


RESOLUTE ENERGY: Wellington Mgt. Reports 8.5% Stake as of Dec. 31
-----------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Wellington Management Group LLP, Wellington Group
Holdings LLP and Wellington Investment Advisors Holdings LLP
disclosed that as of Dec. 31, 2016, they beneficially own
1,833,235 shares of common stock of Resolute Energy Corp
representing 8.58% of the shares outstanding.  Wellington
Management Company LLP also reported beneficial ownership of
1,813,496 common shares.  A full-text copy of the regulatory filing
is available for free at https://is.gd/dTVDBH

                About Resolute Energy Corporation

Resolute Energy Corp. -- http://www.resoluteenergy.com/-- is an
independent oil and gas company focused on the acquisition,
exploration, exploitation and development of oil and gas
properties, with a particular emphasis on liquids focused,
long-lived onshore U.S. opportunities.  Resolute's properties are
located in the Paradox Basin in Utah and the Permian Basin in Texas
and New Mexico.

Resolute reported a net loss of $742 million in 2015, a net loss of
$21.9 million in 2014, and a net loss of $114 million in 2013.

As of Sept. 30, 2016, Resolute Energy had $294.9 million in total
assets, $634.0 million in total liabilities, and a total
stockholders' deficit of $339.1 million.

                          *    *    *

As reported by the TCR on Sept. 26, 2016, Moody's Investors
Service, upgraded Resolute Energy's Corporate Family Rating (CFR)
to 'Caa2' from 'Caa3', the Probability of Default Rating to Caa2-PD
from Caa3-PD and its senior unsecured notes rating to 'Caa3' from
'Ca'.  The Speculative Grade Liquidity rating was affirmed at
SGL-3.  The rating outlook was changed to positive from stable.

"The upgrade to Caa2 reflects Resolute's improved production and
drilling economics, which provide good visibility to continued
growth in a mid $40s oil price environment without increasing debt.
While leverage remains high, we expect moderation in the company's
reserve- and production-based debt metrics from significant
production growth at very competitive drillbit costs," noted John
Thieroff, Moody's VP-senior analyst.


REX ENERGY: Franklin Resources Holds 2.9% Stake as of Dec. 31
-------------------------------------------------------------
Franklin Resources, Inc., Charles B. Johnson and Rupert H. Johnson,
Jr. disclosed in an amended Schedule 13G filed with the Securities
and Exchange Commission that as of Dec. 31, 2016,
they beneficially own 2,857,725 shares of common stock, $.001 par
value per share, of Rex Energy Corporation representing 2.9 percent
of the shares outstanding.  A full-text copy of the regulatory
filing is available for free at https://is.gd/j0VEvt

                    About Rex Energy Corporation

Headquartered in State College, Pennsylvania, Rex Energy is an
independent oil and gas exploration and production company with its
core operations in the Appalachian Basin.  The Company's strategy
is to pursue its higher potential exploration drilling prospects
while acquiring oil and natural gas properties complementary to its
portfolio.

As of Sept. 30, 2016, Rex Energy had $925.3 million in total
assets, $849.1 million in total liabilities and $76.13 million in
total stockholders' equity.

Rex Energy reported a net loss attributable to common shareholders
of $372.9 million for the year ended Dec. 31, 2015, compared to a
net loss attributable to common shareholders of $49.02 million for
the year ended Dec. 31, 2014.

                             *   *   *

As reported by the TCR on April 6, 2016, Standard & Poor's Ratings
Services said that it lowered its corporate credit rating on Rex
Energy Corp. to 'SD' from 'CC'.  "The downgrade follows Rex's
announcement that it has closed an exchange offer to existing
holders of its 8.875% and 6.25% senior unsecured notes for a new
issue of 8% senior secured second-lien notes due 2020 (not rated)
and shares of common equity," said Standard & Poor's credit analyst
Aaron McLean.

In April 2016, the TCR reported that Moody's Investors Service
downgraded REX Energy's Corporate Family Rating to 'Ca' from
'Caa3', its Probability of Default Rating to Ca-PD/LD from Caa3-PD,
its senior unsecured notes to 'C' from 'Ca'.  "The downgrade
reflects the poor overall recovery prospects as indicated by REXX's
PV-10 value.  The negative outlook is driven by the weak commodity
price environment, specifically in natural gas pricing, which could
further erode REXX's recovery value," commented Sreedhar Kona,
Moody's senior analyst.


RIDGEVILLE PLAZA: Can Use SF IV Bridge IV Cash Until Feb. 28
------------------------------------------------------------
Judge David E. Rice of the U.S. Bankruptcy Court for the District
of Maryland authorized Ridgeville Plaza, Inc. to use SF IV Bridge
IV, LP's cash collateral through Feb. 28, 2017.

SF IV Bridge IV, LP asserted that the Debtor owes it approximately
$15,129,311 in unpaid principal, interest and attorney's fees.  It
also asserted that the Indebtedness is secured by, among other
things, first priority liens on 206 and 208 E. Ridgeville
Boulevard, Mount Airy, Maryland; 0.086 acres of land on Ridgeville
Boulevard, Mount Airy, Maryland and 210 E. Ridgeville Boulevard,
Mount Airy, Maryland, together with the income, rents and profits
from the Properties, as provided for in the Loan Documents.

The Debtor contended that without the use of cash collateral, it
will be unable to retain or pay employees, maintain its assets,
provide financial information, or perform any of the tasks which
the Debtor believes are necessary to maximize the value of its
assets.

The approved Budget for February 2017, provided for total building
expenses in the amount of $3,605.

The Debtor is directed to make monthly adequate protection payments
to SF IV Bridge IV in the amount of $10,000.

SF IV Bridge IV is granted replacement liens upon and security
interests in all of the properties and assets of the Debtor.  SF IV
Bridge IV is also granted an administrative claim against the
Debtor and its estate, in the event SF IV Bridge IV's interest in
the collateral is diminished as a result of the Debtor's use of
cash collateral.

The Debtor is directed to continue to maintain, with financially
sound and reputable insurance companies, insurance in accordance
with the Loan Documents.  The Debtor is further directed to make
any and all payments necessary to keep its Properties in good
repair and condition, and not permit or commit any waste thereof.

A further hearing on the use of cash collateral is scheduled on
Feb. 27, 2017 at 3:00 p.m.

A full-text copy of the Debtor's Motion, dated February 6, 2017, is
available at
http://bankrupt.com/misc/RidgevillePlaza2016_1626944_34.pdf

SF IV Bridge IV, LP is represented by:

          Douglas S. Walker, Esq.
          Adam M. Lynn, Esq.
          MCALLISTER, DETAR, SHOWALTER & WALKER
          100 N. West Street
          Easton, MD 21601
          Email: alynn@mdswlaw.com

                About Ridgeville Plaza, Inc.

Ridgeville Plaza, Inc., is a corporation formed in 1998 with
principal place of business located in Carroll County, MD.  It
owns, leases and manages commercial real property located 206, 208
and 210 E. Ridgeville Boulevard, Mt. Airy, MD 21771.

Ridgeville Plaza filed a Chapter 11 petition (Bankr. D. Md. Case
No. 16-26944) on Dec. 30, 2016.  The petition was signed by Frank
Illiano, president.  The case is assigned to Judge David E. Rice.
The Debtor is represented by James Greenan, Esq., at McNamee,
Hosea, et al.  At the time of filing, the Debtor estimated assets
at $0 to $50,000 and liabilities at $10 million to $50 million.


ROYAL HOLDINGS: Moody's Affirms B2 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed all ratings for Royal Holdings,
Inc., including the B2 Corporate Family Rating (CFR), following the
company's announcement that it plans to upsize the existing first
lien senior secured term loan by $55 million. Proceeds of the
transaction, combined with existing balance sheet cash, will be
used to reduce the existing second lien senior secured term loan by
$65 million and pay transaction-related fees and expenses. The
rating outlook is stable.

Issuer: Royal Holdings, Inc.

Affirmations:

-- Probability of Default Rating, Affirmed B2-PD

-- Corporate Family Rating, Affirmed B2

-- Senior Secured 1st Lien Revolving Credit Facility, Affirmed B1
(LGD3)

-- Senior Secured 1st Lien Term Loan, Affirmed B1 (LGD3)

-- Senior Secured 2nd Lien Term Loan, Affirmed Caa1 (from LGD5 to
LGD6)

Outlook Actions:

-- Outlook, Remains Stable

RATINGS RATIONALE

"The proposed financing is a modest credit positive for the
enterprise, but increases first lien leverage by about one half
turn and puts pressure on the one notch uplift from the B2 CFR.
First lien debt now comprises almost 90% of the company's balance
sheet debt," said Ben Nelson, Moody's Vice President and lead
analyst for Royal Holdings, Inc.

The B2 Corporate Family Rating ("CFR") is constrained primarily by
the expectation for leverage to remain elevated over the rating
horizon as the company pursues an acquisition-based growth strategy
under private equity ownership. This strategy likely will limit
cash flow available for debt reduction despite an underlying
business model with strong fundamental cash flow conversion
characteristics and good expected stability relative to peers.
Factors supporting these characteristics include the specialty
nature of Royal's products, relatively strong margins at present,
potential for further margin enhancement from synergies related to
recent bolt-on acquisitions, low capital intensity, and diverse
customer base across multiple end markets. The rating also benefits
from a good liquidity position. The one notch uplift to the first
lien senior securedcredit facilities to B1 is due to their senior
position in the capital structure relative to $80 million of second
lien debt. If the amount of first lien debt increases further or
the amount of second lien debt declines, Moody's could lower the
rating on the first lien credit facilities to B2.

Moody's estimates adjusted financial leverage in the low-to-mid 5
times (Debt/EBITDA) and retained cash flow-to-debt near 10%
(RCF/Debt) for the twelve months ended September 30, 2016. Business
acquisitions have helped the company expand EBITDA over the past
few years, but the company has also improved free cash flow
conversion despite ongoing integration of multiple business
acquisitions over that horizon. Royal generated about $50 million
of free cash flow in 2016, up significantly from about $25 million
in 2015. Moody's expects that financial performance will improve
enough in the near term to enable the company to reduce leverage to
below 5 times, generate retained cash flow-to-debt above 10%, and
generate at least $40 million of free cash flow in 2017. The
expected credit metrics are strong for the B2 CFR. However, Moody's
expects the company will continue to pursue an acquisition-driven
growth strategy in the fragmented adhesives and sealants industry.
The rating assumes that adjusted financial leverage will fluctuate
between 5 and 6 times in the medium term. The rating also does not
incorporate expectations for meaningful debt reduction beyond
mandatory amortization given the anticipated growth strategy.

The stable outlook assumes that leverage will remain between 5 and
6 times over the rating horizon, continued good liquidity, and that
the company will refrain from shareholder-friendly activities in
the near-term, including raising debt at a holding company. Moody's
could upgrade the rating with expectations for leverage sustained
well below 5 times, retained cash flow sustained above 10% of debt,
and a commitment to more conservative financial policies. Moody's
could downgrade the rating with expectations for leverage sustained
above 5 times, negative free cash flow, or a deterioration in
liquidity.

Royal Holdings, Inc. is a formulator and producer of sealants,
tapes, adhesives, and coatings sold into a variety of end markets.
The company was founded by current Chief Executive Officer Ted
Clark in 2003, became a portfolio company of private equity firm
Arsenal Capital Partners in 2010, and subsequently became a
portfolio company of private equity firm American Securities
following a debt-financed transaction in May 2015. Headquartered in
South Bend, Indiana, the company generates over $600 million of
revenues on an annual basis.

The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013.


ROYAL HOLDINGS: S&P Rates New 1st Lien Loan Due 2022 'B-'
---------------------------------------------------------
Royal Holdings Inc. has announced a proposed $55 million tack-on to
its first-lien term loan due 2022.  The company plans to use
proceeds to pay down a portion of their second-lien term loan.  The
company is also in the process of repricing the first-lien term
loan.

As a result of these actions, S&P Global Ratings said that it is
assigning its 'B-' issue-level and '3' recovery ratings to the
company's proposed first-lien term loan.  The '3' recovery rating
indicates S&P's expectation for meaningful recovery (50% to 70%;
lower half of the range) in the event of payment default.  S&P
expects to withdraw the ratings on the existing first-lien term
loan once the transaction closes.

The issue-level and recovery ratings on the company's cash flow
revolver due in 2020 remain 'B-' and '3,' respectively.  The '3'
recovery rating indicates S&P's expectation for meaningful recovery
(50% to 70%; lower half of the range) in the event of payment
default.  At the same time, S&P is affirming the 'CCC' issue-level
and '6' recovery ratings on the company's second-lien term loan.
The '6' recovery rating indicates S&P's expectation for negligible
recovery (0% to 10%) in the event of payment default.

The ratings on Royal, including the 'B-' corporate credit rating,
are unchanged.  The outlook is stable.  The rating reflects S&P's
assessment of the business risk profile as weak and financial risk
profile as highly leveraged.  S&P chose the lower anchor outcome
between 'b' and 'b-' based on S&P's assessment that Royal Holdings'
financial risk profile is at the weaker end of the highly leveraged
category. Modifiers do not affect the rating.

                         RECOVERY ANALYSIS

Key analytical factors:

S&P is assigning its 'B-' issue-level rating to the company's
proposed first-lien senior secured term loan.  The recovery rating
is '3', indicating S&P's expectation of meaningful (50% to 70%; the
lower half of the range) recovery in the event of payment default.
S&P's issue-level rating on the revolver is 'B-.'  The recovery
rating remains '3', indicating S&P's expectation of meaningful (50%
to 70%; the lower half of the range) recovery in the event of
payment default.  S&P's issue-level rating on the second-lien debt
is 'CCC.'  The recovery rating remains '6', indicating S&P's
expectation of negligible (0% to 10%) recovery in the event of
payment default.

S&P continues to value the company on a going-concern basis using a
5.5x multiple of S&P's projected emergence EBITDA.

S&P estimates that for Royal Holdings to default, EBITDA would need
to decline significantly, representing a material deterioration
from the current state of the business.

Simulated Default Assumptions
  Year of default: 2019
  EBITDA at emergence: $70 million
  Implied emergence value multiple: 5.5x

Simplified Waterfall
  Net enterprise value (after 5% administrative costs):
   $370 million
  Estimated value of Collateral Package for first- and second-lien

   facilities:
  $340 million
  Estimated first-lien claims: $660 million
  Estimated second-lien claims: $400 million
  Value available to first-lien claims: $340 million
   -- First-lien debt recovery expectation: 50%-70% (lower half of

      the range)

Total available to second-lien claims: $30 million
   -- Second-lien debt recovery expectation: 0%-10%

*Includes six months of accrued prepetition interest.

RATINGS LIST

Royal Holdings Inc.
Corporate credit ratings               B-/Stable/--

New Ratings
Royal Holdings Inc.
Senior Secured
  First-lien term loan                 B-
   Recovery rating                     3L

Issue-Level Rating Affirmed; Recovery Rating Unchanged
Senior Secured
  Second-lien term loan                CCC
   Recovery Rating                     6

Ratings Unchanged
Senior Secured
  Revolver Bank Loan                   B-
  Recovery Rating                      3L



RUBLE HOLDINGS: Disclosures OK'd; Plan Hearing on March 30
----------------------------------------------------------
The Hon. Katharine M. Samson of the U.S. Bankruptcy Court for the
Southern District of Mississippi has approved Ruble Holdings, LLC's
second amended disclosure statement dated Dec. 19, 2016, referring
to the Debtor's modified plan of reorganization filed on Dec. 19,
2016.

A hearing on the confirmation of the Plan will be held on March 30,
2017, at 1:30 p.m.

March 16, 2017, is the last day for filing written objections to
the confirmation of the Plan.

March 23, 2017, is the last day for submitting ballots of
acceptance or rejection of the Plan with the attorney for the
Debtor.

                      About Ruble Holdings

Ruble Holdings, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 14-51336) on Aug. 26,
2014.  The petition was signed by John H. Ruble, managing member.

At the time of the filing, the Debtor estimated its assets at $1
million to $10 million and debt at $500,000 to $1 million.

The Debtor is represented by Patrick A. Sheehan, Esq., at Sheehan &
Johnson, PLLC.


RUSSELL INVESTMENTS: Fitch Affirms BB IDR & Alters Outlook to Neg.
------------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' Long-Term Issuer Default Rating
(IDR) and senior secured debt rating assigned to Russell
Investments US Institutional Holdco, Inc. and Russell Investments
US Retail Holdco, Inc. Fitch has also affirmed the 'BB' Long-Term
IDR of Russell Investments Cayman Midco., the holding company for
the combined organization (collectively, Russell Investments). The
Rating Outlook is revised to Negative from Stable. A full list of
rating actions follows at the end of this press release.

These rating actions follow Russell Investments' announced
intention to increase its secured debt by $200 million. The
incremental issuance is expected to be identical, in terms of
payment priority, maturity and interest rate, to the existing $650
million of secured debt maturing in June 2023. Debt proceeds would
be used for a one-time dividend distribution to Russell
Investments' private equity shareholders. Private equity ownership
introduces the risk of more equity-oriented actions, as evidenced
by these actions.

KEY RATING DRIVERS
IDRs AND SENIOR SECURED DEBT

The affirmations reflect Fitch's view that, pro forma for the new
debt issuance, Russell Investments' financial metrics would remain
consistent with the assigned ratings. In particular, the increased
in debt is mitigated by Russell investments' improving EBITDA
generation as a result of modestly improving assets under
management (AUM), generally stable net fee rates and realized and
expected cost synergies following Russell Investments' separation
from the London Stock Exchange Group (LSEG) in 2016.

The revision of the Outlook to Negative from Stable reflects
Fitch's increased uncertainty with respect to the future financial
strategy of the company and its private equity owners. At the time
Fitch assigned ratings to Russell Investments in April 2016,
management represented an intention to deleverage the company 2.0x
on a net debt to EBITDA basis. The announced loan increase runs
counter to this previously-articulated strategy and therefore
increases uncertainty around future management/ownership actions
and the likelihood and pace of future deleveraging. Fitch also
believes that, pro forma for the issuance, Russell Investments has
incrementally weaker interest coverage and fixed charge coverage,
increasing the sensitivity of the ratings to future declines in
AUM, fee rates and EBITDA.

Fitch calculates that Russell Investments' pro forma cash flow
leverage would be 4.7x including the additional $200 million loan
amount, installment payments owed to LSEG and accounting for
additional run rate cost synergies of $43 million that are already
actioned or identified and would be realized in 2017. Leverage of
this magnitude remains consistent with Fitch's 'bb' category
quantitative leverage benchmark for traditional investment managers
of 3.0x to 5.0x. As mentioned, Russell Investments has previously
indicated a long-term leverage target (on a net debt basis) of less
than 2.0x. The new debt issuance would delay achievement of this
articulated target, which is viewed as incrementally negative,
particularly given the deviation in financial strategy on behalf of
Russell Investments' private equity owners. Inability to execute on
cost synergies, and/or a further material deviation from the
de-leveraging schedule or overall strategy may put downward
pressure on the ratings.

Pro forma EBITDA coverage of interest expenses is expected to be
3.5x including the additional interest expense associated with the
additional $200 million loan amount. However, pro forma fixed
charge coverage is expected to be 2.0x including the $37.5 million
installment note payment due in 2017 and the $8.5 million initial
required amortization of term-loan principal, which is viewed as
weak relative to the assigned ratings.

Russell Investments' ratings continue to reflect its strong
franchise, AUM diversification across geographies and product sets,
scalable business model, and demonstrated track record of
delivering strong fund performance relative to benchmarks.
Additional strengths include the company's experienced management
team and a well-articulated and reasonably achievable long-term
operating strategy, including maximum leverage and minimum
liquidity targets. As of Dec. 31, 2016, Russell Investments had
$258.1 billion of AUM spread across single/multi-asset products and
derivative overlay products offered to retail and institutional
investors in the U.S., EMEA, APAC and Canada.

Russell Investments' Long-Term IDR is equalized with the IDRs
assigned to Russell Investments U.S. Institutional Holdco, Inc. and
Russell Investments U.S. Retail Holdco Inc. and reflects that all
management fee streams flow into Russell Investments and allow it
to meet its guarantee obligations to its debt-issuing
subsidiaries.

The senior secured debt is equalized with the IDRs of Russell
Investments, Russell Investments U.S. Institutional Holdco, Inc.
and Russell Investments U.S. Retail Holdco Inc., reflecting Fitch's
expectation of average recovery prospects for the instrument.

RATING SENSITIVITIES

IDRs AND SENIOR SECURED DEBT
Further deviations in Russell Investments' financial or operating
strategies, particularly potential further leveraged
shareholder-friendly distributions, could call into question the
credibility of management's/ownership's financial articulated
financial strategy, and therefore, lead to negative rating action.
Inability to achieve sufficient cost-synergies, a sustained
increase in cash flow leverage beyond 5.0x, a decrease in EBITDA
margins to below 10%, a material decrease in fixed charge coverage,
or sustained material investment underperformance or AUM outflows
may also lead to a downgrade.

A revision of Rating Outlook to Stable would require a sustained
track record of executing on financial and operating objectives
including successful implementation of cost saving initiatives
leading to EBITDA expansion and visible progress in de-leveraging
towards articulated targets and improvement of fixed charge
coverage.

Fitch believes potential positive rating momentum is currently
limited as a result of the expected re-levering of the balance
sheet. Ratings upside is possible over the longer term, provided
the company remains committed to, and successfully executes on its
deleveraging, cost improvement and margin expansion plans.
Specifically, ratings could be positively influenced by gross
debt/EBITDA approaching or below 3.0x, gross EBITDA margins
(excluding performance fees) approaching or above 20%,
EBITDA/interest approaching or above 6.0x along with a material
improvement in fixed charge coverage, and favorable investment
performance and asset flows. Additional positive influences include
successful execution of strategic objectives, steady AUM growth,
and an improvement in diversity of funding as to include a
meaningful amount of unsecured debt.

The senior secured debt rating would be primarily sensitive to
changes in the Long-Term IDR of Russell Investments, and to a
lesser extent, the recovery prospects of the instrument.

Fitch has taken the following rating actions:

Russell Investments Cayman Midco, Ltd. (guarantor)
-- Long-Term IDR affirmed at 'BB'.

Russell Investments U.S. Institutional Holdco, Inc. (co-borrower)
Russell Investments U.S. Retail Holdco, Inc. (co-borrower)
-- Long-Term IDR affirmed at 'BB';
-- Senior secured debt affirmed at 'BB'.

The Rating Outlook is revised to Negative from Stable.


RYCKMAN CREEK: Plan Filing Period Extended Until April 28
---------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware extended the exclusive periods during which Ryckman
Creek Resources, LLC and its affiliated Debtors may file a chapter
11 plan and solicit acceptances to the plan, through April 28, 2017
and June 25, 2017, respectively.

The Troubled Company Reporter had earlier reported that the Debtors
sought exclusivity extension out of an abundance of caution to
ensure that, in the event the Plan will not confirmed at the
Confirmation Hearing or the timeline shifts for any reason, the
Debtors retain the exclusive right to propose a new plan of
reorganization, solicit votes on a plan of reorganization, retain
control over their reorganization, and remain at the center of
negotiations with their key constituencies.  

The Debtors filed their Modified Second Amended Joint Chapter 11
Plan of Reorganization on January 5, 2017.  The hearing to consider
confirmation of the Plan had been scheduled for February 14, 2017,
which date, the Debtors contended, was likely to be adjourned to
March 2017 while the Debtors finalize certain outstanding issues.
The Debtors believed that their Plan, or an amended version of the
Plan, will be confirmed at the Confirmation Hearing within the
existing Solicitation Period.  However, their current Plan Period
had been set to expire on January 28, 2017.

          About Ryckman Creek Resources, LLC.

Formed on Sept. 8, 2009, Ryckman Creek Resources, LLC, is engaged
in the acquisition, development, marketing, and operation of a
Natural gas storage facility known as the Ryckman Creek Facility.

The Ryckman Creek Facility is a depleted crude oil and natural gas
reservoir located in Uinta County, Wyoming. The Company began
development of the reservoir into a natural gas storage facility in
2011. The Ryckman Creek Facility began commercial operations in
late 2012 and received injections of customer gas and gas purchased
by the Company. The Debtors have approximately 35 employees.

Ryckman Creek Resources, LLC, Ryckman Creek Resources Holdings LLC,
Peregrine Rocky Mountains LLC and Peregrine Midstream Partners LLC
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos.
16-10292 to 16-10295) on Feb. 2, 2016. The petitions were signed by
Robert Foss as chief executive officer. Kevin J. Carey has been
assigned the case.

The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP
as counsel, AP Services, LLC, as management provider, Evercore
Group LLC as investment banker, and Kurtzman Carson Consultants LLC
as claims and noticing agent.

On April 11, 2016, Ryckman Creek Resources, LLC, disclosed total
assets of more than $205 million and total debts of more than
$391.2 million.

On February 12, 2016, the Office of the United States Trustee
appointed an Official Committee of Unsecured Creditors. Counsel for
the Committee are Greenberg Traurig, LLP's Dennis A. Meloro, Esq.,
David B. Kurzweil, Esq., and Shari L. Heyen, Esq. The Committee
retained Alvarez & Marsal, LLC, as financial advisors.


S&S SCREW: Creditors' Panel Hires Bass Berry as Counsel
-------------------------------------------------------
The Official Committee of Unsecured Creditors of S&S Screw Machine
Company, LLC, seeks authority from the U.S. Bankruptcy Court for
the Middle District of Tennessee to employ Bass Berry & Sims PLC as
counsel to the Committee.

The Committee requires Bass Berry to:

   a. assist and advise the Committee in connection with the
      fulfillment of its duties in the bankruptcy proceedings;

   b. review and analyze the creditors' proofs of claim;

   c. analyze potential estate causes of action; and

   d. assist in determining whether, and on what terms, the
      Debtor can reorganize its business.

Bass Berry will be paid at these hourly rates:

     Paul G. Jennings, Esq.         $425
     Gene L. Humphreys, Esq.        $425
     Russell E. Stair, Esq          $425
     LeAnn Lewis, Paralegal         $195

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

Paul G. Jennings, member of Bass, Berry & Sims 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 (a) are not
creditors, equity security holders or insiders of the Debtor; (b)
have not been, within two years before the date of the filing of
the Debtor's chapter 11 petition, directors, officers or employees
of the Debtor; and (c) do not have an interest materially adverse
to the interest of the estate or of any class of creditors or
equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtor, or
for any other reason.

Bass Berry can be reached at:

     Paul G. Jennings, Esq.
     Bass, Berry & Sims PLC
     150 Third Avenue South, Suite 2800
     Nashville, TN 37201
     Tel: (615) 742-6200
     Fax: (615) 742-2767
     E-mail: pjennings@bassberry.com

              About S&S Screw Machine Company

S&S Screw Machine Company, LLC, doing business as S&S - Precision,
filed a chapter 11 petition (Bankr. M.D. Tenn. Case No. 16-06829)
on Sept. 24, 2016. The petition was signed by Lawrence J. Battle,
authorized member. The Debtor is represented by Phillip G. Young,
Jr., Esq., at Thompson Burton PLLC. The case is assigned to Judge
Randal S. Mashburn. The Debtor estimated assets and liabilities at
$1 million to $10 million at the time of the filing.

The Office of the U.S. Trustee appointed three creditors to serve
on the Official Committee of Unsecured Creditors: Kenny Wine, of
Joseph T. Ryerson & Son; Del Miller, of Kaiser Aluminum Fabricated
Products; and Stephen L. Cochran, of Production Pattern & Foundry
Co.

The Committee hires Bass Berry & Sims PLC as counsel.



SAAD INC: Wants to Use Cash Collateral Until March 31
-----------------------------------------------------
SAAD, Inc., asks the U.S. Bankruptcy Court for the District of
Massachusetts for authorization to use cash collateral from Jan.
31, 2017 through March 31, 2017.

The Debtor owns and operates a gas station located at 899 Belmont
Street, Brockton, Massachusetts, which has a value of $1,200,000.00
with a first mortgage to TD Bank in the amount of $503,638.  The
gas station is further encumbered by the City of Brockton in the
amount of $24,000 and an execution by Cape Cod Gas Co., Inc. in the
amount of $187,000.

The Debtor contends it seeks authority to use its cash on hand and
income generated by the operation of the Debtor, which may
constitute the cash collateral of the lienholders in order to
maintain and operate the properties.  The Debtor further contends
that the use of cash collateral is necessary to permit the Debtor
to continue its usual operations and to preserve the value of the
buildings and its bankruptcy estate.

The Debtor's proposed Budget provides for total expenses in the
amount of $4,220 for January, $4,735 for February, and $5,098 for
March.  The Budget also provides for monthly debt service payments
to TD Bank in the amount of $5,108.

The Debtor proposes to grant the lienholders with replacement liens
on the same types of post-petition property of the estate against
which the lienholders held liens as of the Petition Date, of the
same priority, validity and enforceability as the lienholders'
respective pre-petition liens.

The Debtor tells the Court that because its Budget demonstrates
that it will have a positive cash flow, the lienholders' interests
in the income will be enhanced through the use of the cash
collateral and the continued operations of the business.  The
Debtor further tells the Court that the Debtor's use of the income
to operate and maintain the property constitutes additional
adequate protection.

A full-text copy of the Debtor's Motion, dated Feb. 6, 2017, is
available at http://bankrupt.com/misc/SaadInc2016_1613691_76.pdf

A full-text copy of the Debtor's proposed Budget, dated Feb. 6,
2017, is available at
http://bankrupt.com/misc/SaadInc2016_1613691_76_1.pdf

                   About Saad Inc.

Saad, Inc., owns and operates a gas station located at 899 Belmont
Street, Brockton, Massachusetts.

Saad, Inc. filed a chapter 11 petition (Bankr. D. Mass. Case No.
16-13691) on Sept. 27, 2016.  The petition was signed by Yacoub G.
Saad, president.  The Debtor is represented by Norman Novinsky,
Esq., at Novinsky & Associates.  The case is assigned to Judge Joan
N. Feeney.  The Debtor disclosed total assets at $1.26 million and
total liabilities at $734,638.

The Debtor continues to operate as a debtor-in-possession pursuant
to Sections 1107 and 1108 of the Bankruptcy Code.  No official
committee of creditors has been appointed in the case.


SABRE GLBL: S&P Assigns 'BB-' Rating on Proposed $1.9BB Term Loan B
-------------------------------------------------------------------
S&P Global Ratings Services assigned its 'BB-' issue-level rating
and '3' recovery rating to Sabre GLBL Inc.'s proposed $1.9 billion
senior secured term loan B due 2024.  The recovery rating indicates
S&P's expectation for meaningful recovery (50%-70%; upper half of
the range) of principal in the event of a payment default.

Sabre GLBL will use the net proceeds from the debt offering to
fully repay its outstanding term loan B, B-2, and C.  Also, the
company will use a portion of the proceeds to repay its mortgage
facility and for general corporate purposes.  Pro forma for the
transaction, Sabre GLBL's adjusted debt leverage increased to about
3.7x, a slight increase from 3.6x as of September 2016.

For 2017, S&P expects mid-single-digit percentage revenue and
EBITDA growth at Sabre GLBL due to mid-single-digit percentage
revenue and EBITDA growth at Sabre Travel Network and Sabre
Hospitality Solutions; and modest revenue and EBITDA growth at
Sabre Airline Solutions.  S&P also expects that Sabre GLBL's debt
leverage will decrease modestly from current levels due to EBITDA
growth, barring any incremental debt issuance.

RATINGS LIST

Sabre GLBL Inc.
Corporate Credit Rating        BB-/Stable/--

New Ratings

Sabre GLBL Inc.
Senior Secured
  $1.9 billion term loan B due 2024     BB-
   Recovery Rating                      3H


SALON MEDIA: Spear Point Reports 69% Equity Stake as of Jan. 27
---------------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, Spear Point Capital Management LLC, et al., disclosed
that as of Jan. 27, 2016, they beneficially own 190,154,289 shares
of common stock of Salon Media Group, Inc. which represents 69.05
percent of the shares outstanding.

Pursuant to a Purchase Agreement among the Salon Media, other
purchasers and Spear Point Capital Fund LP which Spear Point
Capital Fund LP entered on Jan. 27, 2017, Spear Point Capital Fund
LP purchased 443,203 shares of Salon Media's Series A Mandatorily
Convertible Voting Preferred Stock, par value $.001 per share in a
private placement.  Subject to customary adjustments for stock
splits, stock dividends, and similar events, each share of Series A
Preferred Stock shall be convertible into 100 shares of Common
Stock.  The shares of Series A Preferred Stock will automatically
convert into shares of Common Stock upon the effectiveness of an
amendment to the Issuer's current Restated Certificate of
Incorporation authorizing sufficient shares of Common Stock for
issuance on the conversion of the Series A Preferred Stock, without
further consideration from Spear Point Capital Fund LP.
Accordingly, upon the effectiveness of the Certificate Amendment,
the shares of Series A Preferred Stock purchased by Spear Point
Capital Fund LP will automatically convert into 44,320,300 shares
of Common Stock.  The Reporting Persons expect that the Certificate
Amendment shall be effective within 60 days.

The net investment cost of the 443,203 shares of Series A Preferred
Stock purchased by Spear Point Capital Fund LP, and, therefore, the
net investment cost of the shares of Common Stock which will be
received upon the automatic conversion of such shares of Series A
Preferred Stock, is approximately $550,000.  The shares were
purchased with working capital.  There were no commissions paid.
All or part of the shares of stock received or to be received upon
conversion of the Series A Preferred Stock may from time to time be
pledged with one or more banking institutions or brokerage firms as
collateral for loans made by those banks or brokerage firms to
Spear Point Capital Fund LP.  Those loans bear interest at a rate
based upon the broker's call rate from time to time in effect.
Such indebtedness may be refinanced with other banks or
broker-dealers.

A full-text copy of the regulatory filing dated Feb. 6, 2017, is
available at https://is.gd/MQHjot

                     About Salon Media

San Francisco, Calif.-based Salon Media Group (OTC BB: SLNM.OB)
-- http://www.Salon.com/-- is an online news and social      
networking company and an Internet publishing pioneer.

Salon Media reported a net loss of $1.96 million on $6.95 million
of net revenues for the year ended March 31, 2016, compared to a
net loss of $3.94 million on $4.94 million of net revenues for the
year ended March 31, 2015.

As of Sept. 30, 2016, the Company had $1.37 million in total
assets, $11.16 million in total liabilities and a total
stockholders' deficit of $9.78 million.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2016, citing that the
Company has suffered recurring losses and negative cash flows from
operations and has an accumulated deficit of $124.6 million as of
March 31, 2016.  These conditions raise substantial doubt about its
ability to continue as a going concern.


SANTA CRUZ PLUMBING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Santa Cruz Plumbing, Inc.
        440 Kings Village Rd Bldg 2
        Scotts Valley, CA 95066

Case No.: 17-50324

Chapter 11 Petition Date: February 10, 2017

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Hon. Stephen L. Johnson

Debtor's Counsel: Lars T. Fuller, Esq.
                  THE FULLER LAW FIRM, PC
                  60 N Keeble Ave.
                  San Jose, CA 95126
                  Tel: (408)295-5595
                  E-mail: Fullerlawfirmecf@aol.com
                          lars.fullerlaw@gmail.com

Total Assets: $772,930

Total Liabilities: $3.72 million

The petition was signed by Jason Stewart Allison, president.

A copy of the Debtor' list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/canb17-50324.pdf


SEASPAN CORP: Egan-Jones Lowers Sr. Unsec. Ratings to BB-
---------------------------------------------------------
Egan-Jones Ratings, on Jan. 18, 2017, downgraded the senior
unsecured ratings on debt issued by Seaspan Corp to BB- from BB.

Seaspan Corporation, incorporated on May 3, 2005, is an independent
charter owner and manager of containerships. The Company charters
pursuant to long-term, fixed-rate time charters with various
container liner companies. The Company operates a fleet of
approximately 90 containerships. The Company's operating vessels
include YM Wish, YM Wellhead, YM Witness, COSCO Glory, MOL
Emissary, MOL Efficiency, CSCL Brisbane, Jakarta Express, CSCL
Manzanillo and Guayaquil Bridge.

The Company's over four 4,800 20-foot equivalent unit (TEU) vessels
are chartered by Mediterranean Shipping Company S.A. (MSC) under
bareboat charters, which are contracts for the use of a vessel for
a fixed period of time at a specified amount. The Company is
responsible for the operation and management of vessel, including
maintaining the vessel, periodic dry-docking, cleaning and painting
and performing work required by regulations under each of the time
charters. The Company also provides limited ship management
services to Dennis R. Washington's personal vessel owning
companies, and ship management and construction supervision
services to Greater China Intermodal Investments LLC (GCI).




SEMTECH CORP: Egan-Jones Hikes Sr. Unsec. Ratings to BB-
--------------------------------------------------------
Egan-Jones Ratings, on Jan. 18, 2017, upgraded the senior unsecured
ratings on debt issued by Semtech Corp to BB- from B+.

Headquartered in Camarillo, California, Semtech Corporation is a
supplier of analog and mixed-signal semiconductors.



SHONEY LLC: Acquisition LLC OK'd to Foreclosure on Property
-----------------------------------------------------------
Judge Joan N. Feeney of the United States Bankruptcy Court for the
District of Massachusetts granted the motion filed by 691
Washington Street Acquisition, LLC, for relief from the automatic
stay imposed in the Chapter 11 case of Shoney, LLC.

The motion was filed with respect to property located at 691
Washington Street, in South Easton, Massachusetts.

Shoney, LLC, filed a Chapter 11 petition on October 12, 2016.  On
the petition, Shoney indicated that its case is a "single asset
real estate" case.

Shoney filed its Schedules and Statement of Financial Affairs on
November 4, 2016.  On Schedule A/B: Assets – Real and Personal
Property, Shoney listed an ownership interest in real property
located at 691 Washington Street, South Easton, Massachusetts with
a fair market value of $500,000, but disclosed no ownership
interests in any personal property, such as cash or cash
equivalents, office furniture and equipment, or accounts
receivable.

On Schedule D: Creditors Who Have Claims Secured by Property,
Shoney listed Acquisition, LLC as the holder of a disputed secured
claim in the sum of $170,000.  On Schedule D, Shoney also listed
other secured creditors with claims against the property, including
Sarah Welcome with a disputed claim in the sum of $278,310.77;
Tallage Lincoln LLC with a disputed claim in the sum of $26,100.36
relating to a tax lien; and the Town of Easton with a claim in an
unknown sum for real estate taxes.

On Schedule E/F: Creditors Who Have Unsecured Claims, Shoney
disclosed it had no creditors holding priority or general unsecured
claims.  On Schedule G: Executory Contracts and Unexpired Leases,
Shoney disclosed it had no executory contracts or unexpired leases.


On November 23, 2017, Acquisition filed its motion for relief from
stay seeking to foreclose its mortgage on the property, asserting
that Shoney has no unsecured creditors, no equity in the property,
little or no income, and no means of reorganizing.  Acquisition
added that the case involves "nothing more than two 'two-party
disputes' with Shoney's two primary creditors, Acquisition and
Welcome, that have both been the subject of well-advanced
litigation in the state court," which resulted in findings against
Shoney.  Acquisition, LLC, sought relief from the automatic stay
"for cause" under 11 U.S.C. section 362(d)(1), contending that
Shoney filed its petition in bad faith, as well as because Shoney
lacks equity in the property and the property is not necessary for
an effective reorganization under 11 U.S.C. section 362(d)(2).

In its response, Shoney asserted that there is ample equity over
and above the alleged amount of the claim of Acquisition, LLC,
adding that adequate protection is being provided, that
post-petition real estate taxes will be paid, and that the property
is insured.

Judge Feeney found that Shoney submitted no evidence by way of
affidavit or otherwise to rebut Acquisition, LLC's calculation of
its claim, which did not include attorney's fees.  With respect to
the burden of proof under 11 U.S.C. section 362(d)(2)(B), the judge
also ruled that Shoney failed to sustain its burden that a
reorganization is in prospect.

Judge Feeney concluded that Acquisition has established a colorable
claim to the property and accordingly, granted Acquisition's motion
for relief from stay.

A full-text copy of Judge Feeney's February 3, 2017 memorandum is
available at:

          http://bankrupt.com/misc/mab16-13905-51.pdf

                    About Shoney, LLC

Shoney, LLC, filed a Chapter 11 petition (Bankr. D. Mass. Case No.
16-13905) on October 12, 2016, and is represented by Gary W.
Cruickshank, Esq.


SIDEWINDER DRILLING: S&P Withdraws 'SD' CCR on Lack of Information
------------------------------------------------------------------
S&P Global Ratings withdrew its ratings, including its 'SD'
long-term corporate credit rating, on oilfield services company
Sidewinder Drilling Inc.

S&P withdrew its ratings on Sidewinder Drilling due to lack of
sufficient information to perform S&P's surveillance.



SNACK SHACK: Seeks Authorization to Use Cash Collateral
-------------------------------------------------------
Snack Shack, LLC requests the U.S. Bankruptcy Court for the Western
District of Texas to allow it to use cash collateral.

The Debtor relates that it generates cash from the operation of its
business when it generates proceeds and credit card accounts from
the sale of its merchandise on daily basis in the ordinary course
of its business.  The Debtor further relates that it needs to use
the cash collateral in order to meet its payroll, to pay rent, to
purchase inventory and supplies, and to meet other normal expenses
needed in the operation of its business. The Debtor asserts that it
has no other funds with which to pay such expenses, and that
without the use of cash, the Debtor's business will likely be
disrupted and the chances for a successful rehabilitation will be
reduced.

The Debtor requests permission to pay its usual and customary
operating expenses of the same type and approximately the same
amounts as set forth in its budget for the months of February
thought March, 2017.  The Debtor's proposed budget projects total
expenses of approximately $11,612.

The Debtor identifies Frost Bank as the first lienholder pursuant
to three separate loans in the aggregate sum of 450,798, which is
secured by all of the the Debtor's assets, which includes general
intangibles, instruments, chattel paper, furniture inventory,
account, fixtures and equipment.  The Debtor also identifies ARF
Financial, LLC as a second lienholder, asserting a claim in the
approximate amount of $202,638.

The Debtor admits that there is no equity in the cash collateral
beyond the amount of Frost Bank's secured claim because the amount
of Frost Bank's secured claim exceeds the value of the Debtor's
assets, including cash collateral.

The Debtor proposes to provide the following adequate protection to
Frost Bank and ARF Financial:

     (a) Frost Bank and ARF Financial will be granted a replacement
lien to the same extent, priority and validity as their
pre-petition lien;

     (b) The Debtor will continue to operate its business in the
ordinary course of business, and generate additional cash
collateral;

     (c) The Debtor will maintain insurance upon the property
giving rise to the cash collateral;

     (d) The Debtors will make regular adequate protection payments
on its debts to Frost Bank.

A full-text copy of the Debtor's Motion, dated February 7, 2017, is
available at http://tinyurl.com/gqsz5rv

A full-text copy of the Debtor's proposed Budget, dated February 7,
2017, is available at http://tinyurl.com/h45vphk

Snack Shack, LLC is represented by:

          David T. Cain, Esq.
          LAW OFFICE OF DAVID T CAIN
          8610 N. New Braunfels Ave., Ste. 309
          San Antonio, Texas 78217
          Phone: (210) 308-0388
          Fax: 341-8432

                   About Snack Shack, LLC

Snack Shack, LLC is based in San Antonio, TX and currently operates
two stores known as the Bourbon Street Candy Company. The Debtor's
business involves the retail sales of candy and other food
products.

Snack Shack, LLC filed a Chapter 11 petition (Bankr. W.D. Tex. Case
No. 17-50238), on  February 2, 2017.  The Debtor is represented by
David T. Cain, Esq., at the Law Office of David T. Cain.  


SOUNDVIEW ELITE: Plan Recovery for Unsecured Creditors Unknown
--------------------------------------------------------------
Corinne Ball, in her capacity as Chapter 11 Trustee of Soundview
Elite Ltd., et al., filed with the U.S. Bankruptcy Court for the
Southern District of New York a disclosure statement with respect
to the Debtor's joint plan of liquidation.

The Chapter 11 Trustee has collected the Debtors' cash assets and a
majority of the non-cash assets, and is in the process of selling
substantially all of these Non-Cash Assets of the Designated
Debtors.  She has obtained an order setting forth the procedures to
liquidate the Designated Debtors' Non-Cash Assets.  She is pursing
recoveries on causes of action brought as part of the insider
litigation and will continue to pursue the causes of action that
remain unliquidated on the Effective Date of the Plan under
supervision and discretion of a plan administrator.  These causes
of action consist primarily of breach of fiduciary duty claims,
fraud, unjust enrichment and fraudulent conveyance claims, among
others.

Class 3 General Unsecured Claims are impaired by the Plan.  With
respect to a class of unsecured claims: (1) the Plan provides that
each holder of a claim of the class receive or retain on account of
claim property of a value, as of the effective date of the Plan,
equal to the allowed amount of the claim or (2) the holder of any
claim or interest that is junior to the claims of class will not
receive or retain under the Plan.

The cash distributions to be made pursuant to the Plan and the cash
necessary to fund reserves for other priority claims against the
Designated Debtors, Priority Tax Claims against the Designated
Debtors, Administrative Claims against the Designated Debtors and
the Operating Reserve of the Designated Debtors will be available
from funds realized in connection with past operations of the
Designated Debtors and the liquidation of the non-Cash assets of
the Designated Debtors, including the Liquidation Recoveries.

The Disclosure Statement is available at:

         http://bankrupt.com/misc/nysb13-13098-1293.pdf

The Plan was filed by the counsel for the Chapter 11 Trustee:

     Stephen Pearson, Esq.
     JONES DAY
     250 Vesey Street
     New York, New York 10281
     Tel: (212) 326-3939
     Fax: (212) 755-7306
     E-mail: sjpearson@jonesday.com

                   About SoundView Elite Ltd.

Six mutual funds originally created by Citco Group of Cos.,
including Soundview Elite Ltd., filed petitions for Chapter 11
protection on Sept. 24, 2013, in Manhattan to avoid undergoing
bankruptcy liquidation in the Cayman Islands, where they are
incorporated.

The funds are Soundview Elite (Bankr. S.D.N.Y. Case No. 13-13098)
Soundview Premium, Ltd. (Case No. 13-13099); Soundview Star Ltd.
(Case No. 13-13101); Elite Designated (Case No. 13-13102); Premium
Designated (Case No. 13-13103); and Star Designated (Case No.
13-13104).  The petitions were signed by Floyd Saunders as
corporate secretary.  By order dated Oct. 16, 2013, the Court
directed that the Debtors' bankruptcy cases be procedurally
consolidated and jointly administered.

SoundView Elite Ltd. and two similarly named funds were the target
of a winding-up petitions in the Cayman Islands filed in August by
Citco, which had sold its interest in the funds' manager years
before.  An investor, who was removed from the funds' board in
June, filed a different winding-up petition in August, aimed at
three funds created later to hold illiquid assets.

The Debtor disclosed $20,703,641 in assets and $16,402,671 in
liabilities as of the Chapter 11 filing.  The funds said in a
court filing their total cash assets of about $20 million are held
in the U.S., where the funds are managed.  Court papers list the
funds' total assets as $52.8 million, against debt totaling $28
million.

Judge Robert E. Gerber presides over the U.S. cases.

Warren J. Martin, Jr., Esq., Mark J. Politan, Esq., Terri Jane
Freedman, Esq., and Rachel A. Segall, Esq., at Porzio, Bromberg &
Newman, PC, serve as the Debtors' counsel.  CohnReznick LLP serves
as financial advisor.

Peter Anderson and Matthew Wright, as Joint Official Liquidators
of the Debtors, are represented in the U.S. proceedings by John A.
Pintarelli, Esq., James J. Beha, II, Esq., William H. Hildbold,
Esq., at Morrison & Foerster LLP.

The U.S. Trustee solicited for the formation of an official
committee of unsecured creditors, but to date one has not been
formed.

In April 2014, District Judge J. Paul Oetken affirmed the
Bankruptcy Court order appointing a Chapter 11 trustee for
SoundView Elite Ltd. and its affiliated debtors, and tossed pro se
appeals filed by Alphonse Fletcher, Jr., and George E. Ladner, the
sole directors of the mutual funds.


SPRINT COMMUNICATIONS: Moody's Hikes Rating on $200MM Notes to Ba2
------------------------------------------------------------------
Moody's Investors Service has upgraded Sprint Communications,
Inc.'s $200 million debentures due 2022 to Ba2 (LGD1) from B3
(LGD5). The upgrade is the result of the outstanding 9.25% notes
being secured by collateral pledged by the issuer on an equal and
ratable basis with Sprint's new $6 billion secured revolving and
term loan credit facility on February 3, 2017.

Upgrades:

Issuer: Sprint Communications, Inc.

-- Senior Secured Regular Bond/Debenture due 2022, Upgraded
    to Ba2 (LGD1) from B3 (LGD5)

RATINGS RATIONALE

Sprint Corporation's B2 corporate family rating reflects its high
leverage of approximately 5.5x (Moody's adjusted) as of December
31, 2016, intense competitive challenges and Moody's projections
for negative free cash flow (excluding cash realized from
securitizations) through at least FY2017. The rating incorporates a
one notch lift from Moody's expectations that Sprint's parent
company and majority shareholder, SoftBank Group Corp. ("SoftBank",
Ba1 CFR, stable outlook) will seek to retain the viability of
Sprint as a going concern. The rating also recognizes Sprint's
recent financing transactions to fund its network modernization
plan and address upcoming maturities, improving operating
performance, its ongoing cost reduction initiatives, and its
valuable spectrum assets.

The stable outlook reflects Sprint's improved operating profile and
Moody's view that its liquidity can address near term maturities
and the cash needed to fund its business for the next 18 months.

Moody's could upgrade Sprint's ratings if the company is on track
to achieve positive free cash flow and leverage (Moody's adjusted)
approaches 5x. Moody's define free cash flow as cash from
operations less capex and Moody's include handset financing needs
as an operating cash flow. In addition, an upgrade would be
predicated upon Sprint maintaining committed, general purpose
liquidity sufficient to address at least 18 months of total cash
needs, including capital expenditures and debt maturities.

Moody's could downgrade Sprint's ratings if leverage is sustained
above 5.5x (Moody's adjusted) or if liquidity is not sufficient to
address 18 months of total cash needs. A downgrade could also
result from a deterioration in Sprint's operating performance,
which could include rising churn, weak subscriber trends or if
Sprint introduces irrational price plans. Also, if Moody's believes
that SoftBank's commitment to Sprint deteriorates, a rating
downgrade is likely.

The principal methodology used in this rating was
Telecommunications Service Providers published in January 2017.


SPRINT CORP: S&P Hikes Rating on $200MM Debentures Due 2022 to BB-
------------------------------------------------------------------
S&P Global Ratings raised its issue-level rating on Sprint Corp.'s
$200 million of 9.25% debentures due 2022 to 'BB-', the same as
Sprint's secured debt rating, from 'B', and removed it from
CreditWatch, where we placed it with positive implications on
Jan. 11, 2017.  S&P raised the rating and removed it from
CreditWatch since the notes are now secured on an equal and ratable
basis, as per the bond indenture, with the same collateral pledged
by the issuer to secure the credit facility.  The recovery rating
on the notes was revised to '1', which indicates S&P's expectation
for very high (90%-100%) recovery in the event of payment default,
from '4'.

The corporate credit rating remains 'B' with a stable outlook.

RATINGS LIST

Sprint Corp.
Corporate credit rating                 B/Stable/--

Issue Rating Raised; Off CreditWatch; Recovery Rating Revised
                                        To        From
Sprint Communications Inc.
Senior Secured
  $200 mil 9.25% debs due 2022          BB-       B/Watch Pos
   Recovery Rating                      1         4L


STRIDE ACADEMY: S&P Affirms 'B-' Rating on 2016A&B Revenue Bonds
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' long-term rating on the city
of St. Cloud, Minn.'s series 2016A and series 2016B lease revenue
bonds, issued for the STRIDE Academy (academy) and removed the
rating from CreditWatch with negative implications where it was
placed on Nov. 18, 2016.  The outlook is negative.

"Since our most recent review, the school has not secured another
authorizer nor convinced Friends of Education, its current
authorizer, to renew its charter," said S&P Global Ratings credit
analyst Kaiti Wang.  "The negative outlook reflects our view of the
continued, heightened uncertainty with regards to STRIDE Academy's
charter, which currently extends through June 30, 2017," Ms. Wang
added.

S&P understands the school will try to convince Friends of
Education to renew during an informal hearing scheduled in March,
while exploring opportunities to merge with other charter schools.

The academy's charter was issued in 2004 and it commenced
operations in fall 2005.  It currently serves kindergarten through
eighth grade (K-8) in one facility in St. Cloud, Minn.  It had 705
students in fall 2016.



SULLIVAN VINEYARDS: Court Allows Cash Use on Interim Basis
----------------------------------------------------------
Judge Alan Jaroslovsky of the U.S. Bankruptcy Court for the
Northern District of California authorized Sullivan Vineyards
Corporation to use Winery Rehabilitation LLC and Stephen A. Finn's
cash collateral on an interim basis.

The Debtor was authorized to use cash collateral for:

     (1) Payment to oustside company for bottling: Up to $15,000

     (2) Shipping expenses: Up to $2,000

     (3) Custody funds and compliance for out-of-state
transactions: Up to $5,000

     (4) Outside sales: Up to $3,000

A full-text copy of the Order, dated February 6, 2017, is available
at http://bankrupt.com/misc/SullivanVineyards2017_1710065_17.pdf

            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 petition
was signed by Ross Sulliva, CEO.  The Debtor is represented by
Steven M. Olson, Esq., at the Law Office of Steven M. Olson.  The
case is assigned to Judge Alan Jaroslovsky.  The Debtor estimated
assets at $1 million to $10 million and liabilities at $10 million
to $50 million at the time of the filing.



T-REX OIL: Plans to Make Formation Moves With Other Existing Wells
------------------------------------------------------------------
In December 2016, T-Rex Oil, Inc. began its recompletion program in
its Cole Creek Field, in the Powder River Basin, Wyoming.  The
recompletion program encompasses the identification of additional
production from formations in existing well bores and then gaining
such production through re-work methods.

In late December 2016, the Company performed re-work on the first
of those well bores, moving from the Second Frontier Formation to
the First Frontier Formation, expecting to increase production from
the well bore.  The Company is awaiting final results of pumping
efforts.

The Company intends to make similar formation moves with other
existing well bores based upon the pending results from its first
recompletion effort.  Management believes that this a cost
efficient method to increase production, according to a Form 8-K
report filed with the Securities and Exchange Commission.

                         About T-Rex

T-Rex Oil, Inc., f/k/a Rancher Energy Corp., is an energy company,
focused on the acquisition, exploration, development and production
of oil and natural gas.

T-Rex Oil reported a net loss of $15.70 million for the year ended
March 31, 2016, compared to a net loss of $11.04 million for the
year ended March 31, 2015.

As of Sept. 30, 2016, T-Rex Oil had $3.07 million in total assets,
$3.44 million in total liabilities and a stockholders' deficit of
$378,984.

B F Borgers CPA PC, in Denver, Colo., the Company's independent
registered public accounting firm, which audited the Company's
financial statements as of March 31, 2015, and for each of the
years in the two-year period then ended, raised substantial doubt
about the Company's ability to continue as a going concern in a
July 14, 2015 letter to the Company's board of directors and
stockholders.  The letter was filed with the Securities and
Exchange Commission together with the Company's revised Annual
Report on Form 10-K delivered to the Commission in December.

B F Borgers said the Company's significant operating losses raise
substantial doubt about its ability to continue as a going
concern.


TANGO TRANSPORT: Plan Trustee Hires Heller Draper as Counsel
------------------------------------------------------------
Christopher J. Moser, the Plan Trustee of Tango Transport, LLC, et
al., seek authority from the U.S. Bankruptcy Court for the Eastern
District of Texas to employ Heller Draper Patrick Horn & Dabney,
L.L.C. as counsel to the Plan Trustee.

Tango Transport requires Heller Draper to:

   a. advise the Plan Trustee with respect to his rights, powers
      and duties as Plan Trustee;

   b. prepare on behalf of the Plan Trustee necessary
      applications, motions, answers, proposed orders, other
      pleadings, notices, schedules and other documents, and
      reviewing financial and other reports to be filed;

   c. advise the Plan Trustee concerning and preparing responses
      to applications, motions, pleadings, notices and other
      documents which may be filed by other parties herein;

   d. appear in Court to protect the interests of the Plan
      Trustee before the bankruptcy Court;

   e. investigate the nature and validity of liens asserted
      against the assets of the Plan Trust and advising the Plan
      Trustee concerning the enforceability of said liens;

   f. investigate and advise the Plan Trustee concerning, and
      take such action as may be necessary to collect income and
      assets of the Plan Trust in accordance with applicable law,
      and the recovery of property for the benefit of the Trust
      Estate;

   g. advise and assist the Plan Trustee in connection with any
      potential property dispositions;

   h. assist the Plan Trustee in reviewing, estimating and
      resolving claims asserted against the estates;

   i. assist the Plan Trustee in reviewing, preparation, filing,
      asserting, commencement and prosecution, or continuation to
      prosecute existing actions, any and all litigation causes
      of action relating to turnover and avoidable transfers
      under Section 541, 542, 543, 544, 545, 547, 548, 549,
      550 or 553 of the Bankruptcy Code;

   j. commence and conduct litigation necessary and appropriate
      to assert rights held by the Plan Trustee, protect assets
      of the Plan Trust or otherwise further the goal of
      maximizing the return to creditors; and

   k. perform other legal services for the Plan Trustee which may
      be necessary and proper under the Trust Agreement.

Heller Draper will be paid at these hourly rates:

     Members               $450-$375
     Associates            $350-$250
     Paralegals            $110-$130

Prior to the petition date, Heller Draper represented the
unofficial committee of unsecured creditors. Heller Draper was paid
$50,364.69 for pre-petition services from a pre-petition retainer
in the amount of $75,000. On May 11, 2016, Heller Draper returned
the remaining retainer in the amount of $24,635.31 to the Debtors'
counsel.

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

Tristan Manthey, member of Heller Draper Patrick Horn & Dabney,
L.L.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 (a) are not creditors, equity security holders or insiders of
the Debtor; (b) have not been, within two years before the date of
the filing of the Debtor's chapter 11 petition, directors, officers
or employees of the Debtor; and (c) do not have an interest
materially adverse to the interest of the estate or of any class of
creditors or equity security holders, by reason of any direct or
indirect relationship to, connection with, or interest in, the
Debtor, or for any other reason.

Heller Draper can be reached at:

     Tristan Manthey, Esq.
     HELLER DRAPER PATRICK HORN &
     DABNEY, L.L.C.
     650 Poydras Street, Suite 2500
     New Orleans, LA 70130
     Tel: (504) 299-3300
     Fax: (504) 299-3399
     E-mail: tmanthey@hellerdraper.com

              About Tango Transport, LLC

Tango Transport, LLC provides dry van and flatbed services. It
offers over-the-road truckload services; and dedicated/private
fleet conversion, expedited, third party logistics, heavy hauling,
and brokerage services. The company also provides logistic
services, including warehouse and distribution, warehouse
management, inventory control, freight payment and audit, and
transportation control services; and reverse logistics solutions.
It serves Fortune 500 companies in the United States. The company
was founded in 1991 and is based in Shreveport, Louisiana. It
operates a terminal in Shreveport, Louisiana; and facilities in
Sibley, Louisiana; West Memphis, Arkansas; and Madisonville,
Kentucky.

Tango Transport, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Tex. Case No. 16-40642) on April 6,
2016. The petition was signed by B.J. Gorman, president of Gorman
Group, Inc., sole member of Debtor. The Debtor is represented by
Keith William Harvey, Esq., at The Harvey Law Firm, P.C. The Debtor
estimated assets of $0 to $50,000 and debts of $10 million to $50
million.

The Office of the U.S. Trustee on April 26 appointed three
creditors of Tango Transport LLC to serve on the official committee
of unsecured creditors. Heller Draper Patrick Horn & Dabney, LLC,
serves as counsel, while Stillwater Advisory Group, LLC, serves as
financial advisor.



TANGO TRANSPORT: Plan Trustee Taps Litzler Segner as Accountant
---------------------------------------------------------------
Christopher J. Moser, the Plan Trustee of Tango Transport, LLC, et
al., seek authority from the U.S. Bankruptcy Court for the Eastern
District of Texas to employ Litzler Segner Shaw & McKenney, LLP as
accountant to the Plan Trustee.

Tango Transport requires Litzler Segner to:

   a. assist the Plan Trustee in evaluating the assets of
      Litigation Trust and their fair value through the review of
      accounting related documents;

   b. assist the Plan Trustee in determining the claims against
      the estate;

   c. develop litigation strategy accounting data to assist in
      determining and analyzing whether potential claims or
      causes of action exist for, among other things, preferences
      and fraudulent transfers;

   d. establish accounting procedures and controls in order to
      generate accurate financial data; and

   e. consult with the creditors, the Plan Trustee, their
      attorneys and others on accounting, tax, and financial
      matters, and to provide such other professional services as
      may be required.

Litzler Segner will be paid at these hourly rates:

     Partner $365.00 - $425.00
     Associates $175.00 - $325.00
     Paraprofessional $65.00 - $145.00

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

Thomas L. McKenney, member of Litzler Segner Shaw & McKenney, 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 (a)
are not creditors, equity security holders or insiders of the
Debtor; (b) have not been, within two years before the date of the
filing of the Debtor's chapter 11 petition, directors, officers or
employees of the Debtor; and (c) do not have an interest materially
adverse to the interest of the estate or of any class of creditors
or equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtor, or
for any other reason.

Litzler Segner can be reached at:

     Thomas L. McKenney
     LITZLER SEGNER SHAW & MCKENNEY, LLP
     1412 Main St. Suite 24
     Dallas, TX 75202
     Tel: (214) 752-0999

              About Tango Transport, LLC

Tango Transport, LLC provides dry van and flatbed services. It
offers over-the-road truckload services; and dedicated/private
fleet conversion, expedited, third party logistics, heavy hauling,
and brokerage services. The company also provides logistic
services, including warehouse and distribution, warehouse
management, inventory control, freight payment and audit, and
transportation control services; and reverse logistics solutions.
It serves Fortune 500 companies in the United States. The company
was founded in 1991 and is based in Shreveport, Louisiana. It
operates a terminal in Shreveport, Louisiana; and facilities in
Sibley, Louisiana; West Memphis, Arkansas; and Madisonville,
Kentucky.

Tango Transport, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Tex. Case No. 16-40642) on April 6,
2016. The petition was signed by B.J. Gorman, president of Gorman
Group, Inc., sole member of Debtor. The Debtor is represented by
Keith William Harvey, Esq., at The Harvey Law Firm, P.C. The Debtor
estimated assets of $0 to $50,000 and debts of $10 million to $50
million.

The Office of the U.S. Trustee appointed three creditors of Tango
Transport LLC to serve on the official committee of unsecured
creditors. Heller Draper Patrick Horn & Dabney, LLC, serves as
counsel, while Stillwater Advisory Group, LLC, serves as financial
advisor.



TERESA GIUDICE: James Kridel Wants Ruling on Bankruptcy Pact Junked
-------------------------------------------------------------------
Bill Wichert, writing for Bankruptcy Law360, reports that James A.
Kridel Jr., former bankruptcy attorney for Teresa Giudice, urged
the New Jersey federal court on Wednesday to reverse orders
limiting his intervention rights and approving a settlement between
the Debtor and a bankruptcy trustee that allows them to jointly
prosecute a malpractice lawsuit against him in state court, as the
matter belongs in federal court.

                       About the Giudices

In June 2010, Teresa Giudice, who portrays a role in Real
Housewives of New Jersey, and her husband, Joe, filed for
bankruptcy under Chapter 11 in the U.S. Bankruptcy Court in New
Jersey.  The Giudices owe creditors $10.85 million.

Chapter 7 trustee John Sywilok sued the Giudices.  The suit
claimed that the Debtors concealed key documents about their
finances and business transactions.  Mr. Sywilok also accused the
couple of making false statements under oath about their assets,
income and expenses.


TRIBE BUYER: Higher Interest Expense No Impact on Moody's B2 CFR
----------------------------------------------------------------
Moody's Investors Service said Tribe Buyer LLC's higher interest
expense is a negative credit development, while the plan to
increase the amount of its planned senior secured 1st lien term
loan due 2024 by $25 million to $255 million from $230 million and
reduce the size of its announced senior secured 2nd lien term loan
due 2025 to $55 million from $80 million will result in a lowering
of the Loss Given Default Assessment on the 2nd lien to LGD6 from
LGD5. However, the credit ratings, including the B2 Corporate
Family, B1 1st Lien and Caa1 2nd Lien ratings, as well as the
stable ratings outlook, remain unchanged at this time.

LGD Adjustment:

Issuer: Tribe Buyer LLC

-- Senior Secured 2nd Lien Term Loan LGD, Adjusted to (LGD6 from
LGD5)

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

Tradesmen, controlled by affiliates of The Blackstone Group and
based in Cleveland, OH, provides agency-based staffing services for
skilled craftsmen to the non-residential, small to medium size
construction industry in the U.S.. Moody's expects 2017 GAAP
revenues to approach $550 million.


ULTRA PETROLEUM: OpCo Funded Debt Claims to Recoup 100%
-------------------------------------------------------
Ultra Petroleum Corp., et al., filed with the U.S. Bankruptcy Court
for the Southern District of Texas a second amended disclosure
statement dated Feb. 8, 2017, with respect to their amended joint
Chapter 11 plan of reorganization.

Following the consensual adjournment of the January 19, 2017
hearing regarding approval of the adequacy of the Disclosure
Statement, the Debtors began to explore potential Plan
modifications that would permit the Debtors to satisfy OpCo Funded
Debt Claims in full in Cash.  On January 21, 2017, the Debtors'
advisers solicited indications of interest for a proposed exit
facility that would permit the Debtors to satisfy all Allowed
Claims against OpCo in full in Cash.  In addition, in an effort to
force greater stakeholder consensus, the Debtors held an in-person
meeting with the advisors for the OpCo Group, the Committee, the
OpCo Noteholder Group, and the Backstop
Commitment Parties on January 25, 2017.

On February 8, 2017, the Debtors entered into the Exit Financing
Agreements, pursuant to which, among other things, each Exit
Commitment Party has committed to fund the Exit Facility, the
proceeds of which will permit the Debtors to satisfy the OpCo
Funded Debt Claims in full in Cash, in each case, solely as
provided pursuant to the Plan.  Thereafter, the Debtors modified
the Plan to provide for the satisfaction of all Allowed OpCo Funded
Debt Claims in full in Cash as provided in the Plan.

Class 5 General Unsecured Claims -- estimated between $190 million
and $255 million -- are unimpaired under the Plan.  Each holder of
a General Unsecured Claim will either be paid in full in cash or
receive other treatment rendering the claim unimpaired.  

Each holder of a Class 4 OpCo Funded Debt Claims -- estimated at
$2.523 billion -- will be paid the amount of the allowed claim in
full in cash.  

The principal settlement contemplated by the Plan is the Debtors'
settlement with their HoldCo stakeholders.  The Debtors believe
that this settlement, which will fund all distributions under the
Plan, is in the best interests of all stakeholders because it will:
(1) permit the Debtors to satisfy all claims against the Debtors in
full; (2) permit the Debtors to provide a significant recovery to
HoldCo's equityholders; and (3) permit the Debtors to expeditiously
emerge from Chapter 11 and eliminate the need to continue to pay
significant professional fees and expenses.

In addition to the Debtors' settlement with their HoldCo
stakeholders, the Plan contemplates a settlement of the $303
million General Unsecured Claim asserted by REX against OpCo.  The
compromise contemplated by the REX Settlement Letter Agreement is
beneficial to the OpCo Estate because it reduces by more than half
the significant Claim asserted by REX against OpCo and clears the
way for the Debtors to enter into a new, seven-year contract with
REX on favorable terms.

Finally, the Plan contemplates treatment for the OpCo funded debt
creditors that pays Allowed OpCo Funded Debt Claims in full in
cash.  The Debtors remain engaged in discussions with the Committee
and their stakeholders regarding other potential settlements and
will seek approval of any such settlements in accordance with the
Bankruptcy Code and the Bankruptcy Rules.

Soma Biswas, writing for The Wall Street Journal Pro Bankruptcy,
reported that Ultra Petroleum's revised restructuring plan also
calls for the oil and gas driller to raise $2.4 billion in
bankruptcy-exit financing.  The WSJ said proceeds of the new
financing will be used to pay down $2.52 billion of senior bonds
and revolver drawings in full and in cash.

The proposed exit facility will include a $600 million term loan, a
$400 million revolving credit facility and a $1.4 billion bridge
loan, which may be converted to an unsecured term loan, the report
further related.

Barclays Bank PLC has agreed to arrange the financing, WSJ cited
court papers as saying.  Ultra has asked the U.S. Bankruptcy Court
in Houston to review the financing agreement as well as its request
to keep the fees associated with the facility shielded from public
view, the report said.

A blacklined version of the Second Amended Disclosure Statement is
available at:

          http://bankrupt.com/misc/txsb16-32202-1083.pdf

As reported by the Troubled Company Reporter on Jan. 24, 2017, the
Debtor filed with the Court a disclosure statement with respect to
its first amended joint Chapter 11 plan of reorganization, dated
Dec. 6, 2016.  Under that plan, the settlement plan value of the
Ultra Entities will be $6.0 billion; provided, that if the average
closing price of the 12-month forward Henry Hub natural gas strip
price during the 7 trading days preceding the commencement of the
Rights Offering solicitation is: (i) greater than $3.65/MMBtu, the
Plan Value will be $6.25 billion; or (ii) less than $3.25/MMBtu,
the Plan Value will be $5.5 billion.

                       About Ultra Petroleum

Houston, Texas-based Ultra Petroleum Corp. (OTC Pink Marketplace:
"UPLMQ") is an independent oil and gas company engaged in the
development, production, operation, exploration and acquisition of
oil and natural gas properties.

On April 29, 2016, Ultra Petroleum Corp. and seven subsidiary
companies filed petitions (Bankr. S.D. Tex.) seeking relief under
Chapter 11 of the United States Bankruptcy Code.  The Debtors'
cases have been assigned to Judge Marvin Isgur.  These cases are
being jointly administered for procedural purposes, with all
pleadings filed in these cases will be maintained on the case
docket for Ultra Petroleum Corp. Case No. 16-32202.

Ultra Petroleum disclosed total assets of $1.28 billion and total
liabilities of $3.91 billion as of March 31, 2016.

James H.M. Sprayregen, P.C., David R. Seligman, P.C., Michael B.
Slade, Esq., Christopher T. Greco, Esq., and Gregory F. Pesce,
Esq., at Kirkland & Ellis LLP; and Patricia B. Tomasco, Esq.,
Matthew D. Cavenaugh, Esq., and Jennifer F. Wertz, Esq., at
Jackson Walker, L.L.P., serve as co-counsel to the Debtors.
Rothschild Inc. serves as the Debtors' investment banker; Petrie
Partners serves as their investment banker; and Epiq Bankruptcy
Solutions, LLC, serves as claims and noticing agent.

The Office of the U.S. Trustee has appointed seven creditors of
Ultra Petroleum Corp. to serve on an Official Committee of
Unsecured Creditors.  The Committee tapped Weil, Gotshal & Manges
LLP as its legal counsel; Opportune LLP as advisor; and PJT
Partners LP as its financial advisor.


ULTRAPETROL (BAHAMAS): Seeks to Use $6.58 -Mil. Cash Collateral
---------------------------------------------------------------
Ultrapetrol (Bahamas) Limited, or UBL, and its affiliated debtors
ask the U.S. Bankruptcy Court for the Southern District of New York
for authorization to use cash collateral.

The Debtors contend that they need the use of cash collateral that
has been pledged to the Prepetition Secured Parties to continue
their operations during their chapter 11 cases in order to
implement the Debtors' Second Amended Prepackaged Plan of
Reorganization, which was filed on February 6, 2017.

The material terms of the proposed use of cash collateral, among
others, are:

     (1) Entities with an Interest in the Cash Collateral: The
Indenture Trustee and IFC and OFID, as lenders under the IFC/OFID
Loans.

     (2) Amount: As of the Commencement Date, the estimated amount
of cash collateral the Debtors propose to use is approximately
$6.58 million.

     (3) Duration: In the absence of further order of the Court,
after April 15, 2017, Ultrapetrol will no longer be authorized
pursuant to the Interim Order to use Cash Collateral without
consent of the Prepetition Secured Parties.

     (4) Adequate Protection:

          (a) The Indenture Trustee is granted replacement security
interests and liens, subject to the Carve-Out, in and upon all of
the 2021 Note Obligors’ currently owned and after acquired cash,
and cash collateral of the 2021 Note Obligors, any investment of
such cash and cash collateral, accounts receivable, any right to
payment whether arising before or after the Commencement Date, and
the proceeds, products, rents and profits of all of the foregoing
prepetition and postpetition assets and properties.

          (b) IFC and OFID are hereby granted replacement security
interests and liens, subject to the Carve-Out, on a pari passu
basis in and upon all of the IFC/OFID Loans Obligors’ currently
owned and after acquired cash, and cash collateral of the IFC/OFID
Loans Obligors, any investment of such cash and cash collateral,
accounts receivable, any right to payment whether arising before or
after the Petition Date, and the proceeds, products, rents and
profits of all of the foregoing prepetition and postpetition assets
and properties.

          (c) The Indenture Trustee is granted claims against each
of the 2021 Note Obligors with priority over any and all
administrative expenses, adequate protection claims and all other
claims against the 2021 Note Obligors, currently existing or later
arising, of any kind whatsoever, as provided under sections 503(b)
and 507(b) of the Bankruptcy Code, subject to the Carve Out.

          (d) Each of IFC and OFID are granted claims against each
of the IFC/OFID Loans Obligors with priority over any and all
administrative expenses, adequate protection claims and all other
claims against the IFC/OFID Loans Obligors, now existing or later  
arising, of any kind whatsoever, as provided under sections 503(b)
and 507(b) of the Bankruptcy Code, subject to the Carve Out.

     (5) Carve Out: The Superpriority Claims and the Adequate
Protection Liens will be subject and subordinate to the payment,
without duplication, of:

          (a) statutory fees payable to the Office of the United
States Trustee, plus interest at the statutory rate;

          (b) fees payable to the clerk of the Bankruptcy Court and
any agent thereof;

          (c) reasonable fees and expenses of a trustee incurred
after the conversion of the chapter 11 cases to a case under
chapter 7 of the Bankruptcy Code, in any amount not to exceed
$100,000;

          (d) professional fees and expenses incurred during the
pendency of the chapter 11 cases by professionals retained pursuant
to Sections 327(a) and 1103 of the Bankruptcy Code by the Debtors
and any statutory committee;

          (e) professional fees and expenses incurred after the
conversion of the chapter 11 cases to a case under chapter 7 of the
Bankruptcy Code, by professionals retained pursuant to Sections
327(a) and 1103 of the Bankruptcy Code by the Debtors and any
statutory committee, in an aggregate amount not in excess of
$5,000,000.

The Debtors' proposed 13-Week Budget provides for total cash
disbursements in the amount of $33,581,495 for the period beginning
on the week ending February 3, 2017 through April 28, 2017.

Prior to the Commencement Date, the Debtors solicited votes on
proposed alternative joint prepackaged plans of reorganization
under chapter 11 of the Bankruptcy Code pursuant to a disclosure
statement.   

The alternative plans contemplated two scenarios:

     (i) the implementation of a restructuring of Ultrapetrol's
River and Ocean Business indebtedness as had been agreed with the
secured lenders thereto, pursuant to which the Debtors, other than
UBL, would be plan proponents or

     (ii) if the Debtors also obtained an agreement with the
secured lenders to its Offshore Supply Business, the comprehensive
agreed restructurings of Ultrapetrol’s River, Ocean, and Offshore
Supply Business indebtedness, pursuant to which all Debtors would
be plan proponents. The Debtors relate that each of the
Parent-Excluded Plan and the Parent-Included Plan have been
accepted by the classes required to confirm the Plan.

The Debtors contend that by the conclusion of the solicitation
period on February 2, 2017, and after a year of discussions
followed by an exhaustive marketing process and extensive and
vigorous negotiations, Ultrapetrol had reached agreements for the
comprehensive restructurings of its River, Ocean, and Offshore
Supply Businesses, as reflected in, among other things,
restructuring support agreements with both (i) their secured River
and Ocean Business lenders, including the holders of over 84% of
the 8.875% First Preferred Ship Mortgage Notes due 2021, the
International Finance Corporation, or the IFC, the OPEC Fund for
International Development, or the OFID, and (ii) all of the holders
of their secured Offshore Supply Business indebtedness.

The Debtors say that on the Commencement Date, they filed their
Plan and the Disclosure Statement with the Court.  Under the
Parent-Included Plan, the assets and liabilities of the Debtors
will be substantively consolidated for Plan purposes and certain
affiliates of UBL’s majority shareholder Southern Cross Latin
America Private Equity Fund will purchase the River Business, for
cash consideration in the amount of $73.0 million, and the Offshore
Supply Business, comprised of non-Debtor entities, for cash
consideration in the amount of $2.5 million.  The River and Ocean
Business indebtedness owed to the holders of the 2021 Notes, IFC,
and OFID of approximately $322.5 million will be satisfied by the
payment of $73 million plus certain additional true-up amounts and
the transfer of the proceeds from the sale of the Ocean Business;
the Offshore Supply Business indebtedness owed by the Debtors'
non-Debtor affiliates to the Offshore Lenders will be restructured
out of court, the Offshore Lenders will receive a $10 million
prepayment under the Offshore Loan Agreements ratably, and the
guarantees by UBL of obligations to the Offshore Lenders will be
canceled under the Plan.  Other secured claims and general
unsecured claims are unimpaired.  The Debtors tell the Court that
equity interests in UBL will be unimpaired.  They further tell the
Court, however, that UBL may be dissolved after emergence from
chapter 11.

A full-text copy of the Debtor's Motion, dated February 6, 2017, is
available at
http://bankrupt.com/misc/UltrapetrolBahamas2017_1722168rdd_15.pdf

              About Ultrapetrol (Bahamas) Limited

Ultrapetrol is an industrial transportation company serving the
marine transportation needs of its clients in the markets on which
it focuses.  It serves the shipping markets for containers, grain
and soy bean products, forest products, minerals, crude oil,
petroleum, and refined petroleum products, as well as the offshore
oil platform supply market with its extensive and diverse fleet of
vessels.  These include river barges and pushboats, platform supply
vessels, tankers and two container feeder vessels.  More
information on Ultrapetrol can be found at
http://www.ultrapetrol.net/

The Debtors employ approximately 813 personnel located principally
in Argentina (462) and Paraguay (351).

Ultrapetrol (Bahamas) Limited, and its affiliated Debtors filed
chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 17-22168 to
17-22198) on February 6, 2017.  The petitions were signed by Maria
Cecilia Yad, chief financial officer.

The Chapter 11 cases are pending before the Hon. Robert D. Drain,
and the Debtors have requested joint administration of the cases
under Case No. 17-22168.

The Debtors have hired Gary D. Ticoll, Esq. and Bruce R. Zirinsky,
Esq., at Zirinsky Law Partners PLLC as lead attorneys; Christopher
k. Kiplok, Esq., Dustin P. Smith, Esq., and Erin E. Diers, Esq., at
Hughes Hubbard & Reed LLP as co-counsel; Seward & Kissel LLP as
special corporate counsel; Miller Buckfire & Co. LLC as financial
advisor; Pistrelli, Henry Martin Y Asociados S.R.L., as independent
auditor; Ernst & Young Paraguay as the Debtors' Paraguayan
subsidiaries' independent auditor; AlixPartners International, LLC
as financial advisor; and Prime Clerk LLC as claims, noticing and
solicitation agent.

The Debtors disclosed total assets of $776,586,000 and total debts
of $565,953,000 as of Dec. 31, 2016.



ULTRAPETROL (BAHAMAS): Unsecured Claims vs. Cornamusa to Get 1.2%
-----------------------------------------------------------------
Ultrapetrol (Bahamas) Limited and 30 affiliated subsidiaries filed
with the U.S. Bankruptcy Court for the Southern District of New
York a supplement to their disclosure statement dated Nov. 30,
2016, referring to the Debtor's amended prepackaged joint plan of
reorganization dated Nov. 17, 2017.

The Supplement provides disclosure in respect of certain
modifications to the Nov. 30 Plan set forth in the Debtors' Amended
Prepackaged Joint Plan.

Under the Plan, Class 5 General Unsecured Claims are unimpaired.
In full and final satisfaction, settlement, release, and discharge
of, and in exchange for, each Allowed General Unsecured Claim, on
the Effective Date, each holder of an Allowed General Unsecured
Claim will, at the discretion of the Debtors and only to the extent
the holder's Allowed General Unsecured Claim was not previously
paid, pursuant to an order of the Court or otherwise: (a) have its
Allowed General Unsecured Claim reinstated as an obligation of the
applicable Reorganized Debtor, and be paid in accordance with the
ordinary course terms, (b) receive other treatment as may be agreed
between the holder and the applicable Reorganized Debtor, or (c)
receive other treatment that will render it unimpaired pursuant to
section 1124 of the Bankruptcy Code.

In the Parent-Excluded Plan (Parent is not a Plan Debtor), holders
of Class 12 - General Unsecured Claims against Cornamusa
(Corporacion de Navegacion Mundial S.A.) will receive 1.2% of the
Amount of its Allowed Class 12 General Unsecured Claim.

In exchange for the consideration provided under the
Parent-Included Plan, on the Effective Date, (i) New Holdco 1 will
receive 100% of shares of New River Business Holding Company Common
Stock and (ii) Parent will, among other things, sell and transfer
to New Holdco 2 100% of the equity interest in Offshore Business
Holding Company.  The Confirmation Order shall authorize the Sale
Transaction under sections 363, 365, 1123(b)(4),
1129(b)(2)(A)(iii), 1145, and 1146(a) of the Bankruptcy Code under
the terms and conditions of the Investment Agreement.  Upon
Confirmation, the Debtors will be authorized to take any and all
actions necessary to consummate the Sale Transaction.

In exchange for the consideration provided under the
Parent-Excluded Plan, on the Effective Date, New Holdco 1 will
receive 100% of the shares of New River Business Holding Company
Common Stock and Princely International Finance Corp. (as designee
of New Holdco 1) will receive 100% of the shares of New Cornamusa
Common Stock.  To the extent that any Offshore Lender Cornamusa
Claims are (i) Allowed Claims as of the Effective Date or (ii)
disputed Claims as of the Effective Date, then on the Effective
Date, in accordance with the Investment Agreement and this Plan,
Parent shall pay or cause Offshore Business Holding Company or
another Offshore Business Entity to pay by wire transfer in
immediately available funds to New Holdco 1 or its designee the sum
of (i) the aggregate amount that the Reorganized Debtors are
distributing on account of any the Allowed Offshore Lender
Cornamusa Claims, plus (ii) the aggregate amount that the
Reorganized Debtors are reserving on account of any disputed
Offshore Lender Cornamusa Claims.  If an Offshore Lender Cornamusa
Claim is disputed as of the Effective Date and is subsequently
disallowed in whole or in part, then New Holdco shall promptly
reimburse Parent the difference between the amount reserved on
account of Offshore Lender Cornamusa Claim and the amount
distributed on account of Allowed Offshore Lender Cornamusa Claim.

The Supplement is available at:

           http://bankrupt.com/misc/nysb17-22168-19.pdf

                        About Ultrapetrol

Ultrapetrol is an industrial transportation company serving the
marine transportation needs of its clients in the markets on which
it focuses.  It serves the shipping markets for containers, grain
and soy bean products, forest products, minerals, crude oil,
petroleum, and refined petroleum products, as well as the offshore
oil platform supply market with its extensive and diverse fleet of
vessels.  These include river barges and pushboats, platform supply
vessels, tankers and two container feeder vessels.  More
information on Ultrapetrol can be found at
http://www.ultrapetrol.net/

The Debtors employ approximately 813 personnel located principally
in Argentina (462) and Paraguay (351).

Ultrapetrol (Bahamas) Limited and 30 affiliated subsidiaries each
filed a voluntary petition under Chapter 11 of the Bankruptcy Code
in the U.S. Bankruptcy Court for the Southern District of New York
on Feb. 6, 2017, in order to implement an agreement reached with
their lenders and bondholders on the terms of a comprehensive debt
restructuring.

The Chapter 11 cases are pending before the Hon. Robert D. Drain,
and the Debtors have requested joint administration of the cases
under Case No. 17-22168.

The Debtors have hired Zirinsky Law Partners PLLC as lead
attorneys, Hughes Hubbard & Reed LLP as legal counsel, Seward &
Kissel LLP as special corporate counsel, Miller Buckfire & Co. LLC
as financial advisor, Pistrelli, Henry Martin Y Asociados S.R.L. as
independent auditor, Ernst & Young Paraguay as the Debtors'
Paraguayan subsidiaries' independent auditor, AlixPartners
International, LLC, as financial advisor and Prime Clerk LLC as
claims, noticing and solicitation agent.


UNIQUE MOTORSPORTS: Seeks Court Approval for Cash Collateral Use
----------------------------------------------------------------
Unique Motorsports, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Texas for authorization to use cash
collateral.

The Debtor owes NextGear Capital approximately $13,307.  The
indebtedness is secured by all the Debtor's assets and properties.

The Debtor is also indebted to CarBucks in the approximate amount
of $52,717.  The indebtedness is secured by certain personal
property belong to the Debtor, including inventory, accounts,
chattel paper, general intangibles, and all proceeds, among
others.

The Debtor relates that NextGear Capital appears to be secured by a
first priority lien on and security interest in substantially all
of the Debtor's personal property.  The Debtor further relates that
CarBucks appears to be secured by a second priority lien on and
security interest in substantially all of the Debtor's personal
property.

The Debtor tells the Court that it uses cash on hand and cash flow
from operations to fund working capital, capital expenditures,
fuel, materials, supplies, and other general corporate purposes.
The Debtor further tells the Court that an inability to use such
funds during the chapter 11 cases would cripple the Debtor's
business operations.

The Debtor's proposed Budget provides for total expenses in the
amount of $107,950 for February 3, 2017 through February 28, 2017.

The Debtor proposes to grant its Secured Lenders additional and
replacement security interests and liens to the extent that the
Secured Lenders may hold valid, perfected, and unavoidable security
interests in the Prepetition Collateral.

The Debtor contends that in addition to the Replacement Liens, the
Secured Lenders are adequately protected as a result of its
continued business operations.

A full-text copy of the Debtor's Motion, dated February 3, 2017, is
available at
http://bankrupt.com/misc/UniqueMotorsports2017_1740218_3.pdf

NextGear Capital can be reached at:

          NEXTGEAR CAPITAL
          11799 North College Ave.
          Camel, IN 46032
          E-mail: tammy.noe@nextgearcapital.com

CarBucks can be reached at:

          CARBUCKS
          417 Woods Lake Rd.
          Greenville, SC 29607

Unique Motorsports, Inc. is represented by:

          Robert T. DeMarco, Esq.
          Michael S. Mitchell, Esq.
          DEMARCO MITCHELL, PLLC
          1225 W. 15th Street, 805
          Plano, TX 75075
          Telephone: (972) 578-1400
          E-mail: robert@demarcomitchell.com
                  mike@demarcomitchell.com
          
               About Unique Motorsports, Inc.

Unique Motorsports, Inc. filed a chapter 11 petition (Bankr. E.D.
Tex. Case No. 17-40218) on February 3, 2017.  The Debtor is
represented by Robert T. DeMarco, Esq. and Michael S. Mitchell,
Esq., at DeMarco Mitchell, PLLC.

The Debtor is a Powerstroke diesel performance and repari facility
located in Lewisville, Texas.  The Debtor also provides a wide
range of other vehicle services, including window tinting, audio
video installation, and routine maintenance.  The Debtor is also a
licensed car dealership with a small inventory of trucks and cars.

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



UNIVERSAL SOFTWARE: Creditors' Panel Hires Posternak as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Universal Software
Corporation seeks authority from the U.S. Bankruptcy Court for the
District of Massachusetts to employ Posternak Blankstein & Lund LLP
as counsel to the Committee.

The Committee requires Posternak to:

   a. provide legal advice with respect to the Committee's
      responsibilities, powers, and duties;

   b. assist in the Committee's investigation of the acts,
      conduct, assets, liabilities, and financial condition of
      the Debtor;

   c. review, and represent the Committee with respect to pending
      motions before the bankruptcy Court;

   d. provide legal advice with respect to a proposed plan of
      reorganization, the prosecution of avoidance actions or
      claims against third parties, and any other matters
      relevant to the case or to the formulation of a plan of
      reorganization in the bankruptcy case;

   e. prepare on behalf of the Committee necessary applications,
      motions, answers, responses, orders, reports, and other
      legal papers; and

   f. perform all other legal services to the Committee that may
      be necessary and proper under Section 1103 of the
      Bankruptcy Code.

Adam J. Ruttenberg, member of Posternak Blankstein & Lund 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 (a)
are not creditors, equity security holders or insiders of the
Debtor; (b) have not been, within two years before the date of the
filing of the Debtor's chapter 11 petition, directors, officers or
employees of the Debtor; and (c) do not have an interest materially
adverse to the interest of the estate or of any class of creditors
or equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtor, or
for any other reason.

Posternak can be reached at:

     Adam J. Ruttenberg, Esq.
     POSTERNAK BLANKSTEIN & LUND LLP
     800 Boylston Street
     Boston, MA 02199
     Tel: (617) 973-6100

              About Universal Software Corporation

Universal Software Corporation filed for Chapter 11 protection
(Bankr. D. Mass. Case No. 16-40872) on May 18, 2016. The petition
was signed by Kishore Deshpande, president. The Debtor is
represented by George J. Nader, Esq., at Riley & Dever, P.C. Judge
Christopher J. Panos presides over the case. The Debtor estimated
assets of $1 million to $10 million and estimated liabilities of $1
million to $10 million.

The Office of the U.S. Trustee appointed the Official Committee of
Unsecured Creditors on July 1, 2016. The Committee hires Posternak
Blankstein & Lund LLP as counsel.



US FOODS: S&P Raises CCR to 'BB-' on Deleveraging Forecast
----------------------------------------------------------
S&P Global Ratings said that it raised all of its ratings on
Rosemont, Ill.-based US Foods Inc., including its corporate credit
rating to 'BB-' from 'B+'.  The outlook is positive.

S&P raised its issue-level rating on the company's $1.3 billion
asset-backed revolving credit facility (ABL) to 'BB+' from 'BB',
with a recovery rating of '1', indicating S&P's view that lenders
could expect very high (90%-100%) recovery in the event of a
payment default.  Also, S&P raised its issue-level rating on the
company's $2.2 billion senior secured term loan B to 'BB' from
'BB-', with a recovery rating of '2', indicating S&P's view that
lenders could expect substantial (lower half of the 70%-90%  range)
recovery in the event of a payment default.  In addition, S&P
raised its issue-level rating on the company's $600 million senior
unsecured notes to 'B+' from 'B', with a recovery rating of '5',
indicating S&P's view that lenders could expect modest (upper half
of the 10%-30% range) recovery in the event of a payment default.

S&P estimates debt outstanding as of Dec. 31, 2016, was about $3.8
billion.

The upgrade reflects S&P's expectation of meaningful credit metric
improvement as the company gradually reduces debt, executes on
cost-saving initiatives, and grows case volume in the relatively
high-margin independent operator segment of the restaurant
industry.  S&P believes the company will continue to prioritize
permanent debt reduction, supported by its public (company defined)
leverage target of 3x-3.5x (3.8x at end of 2016).  Its
cost-reduction initiatives should stimulate gradual margin growth
and strengthen profitability.  S&P estimates debt to EBITDA can
improve to the mid-4x area at fiscal-year-end 2017 but that this is
influenced by how much free cash flow the company allocates between
acquisitions, debt reduction, and any unexpected shareholder
distributions.

The upgrade also reflects USF's continued reduction in financial
sponsor influence, which S&P believes will support a focus on
ongoing debt reduction.  The company's sponsors, CD&R and KKR,
reduced their ownership to around 28% each through a recent
secondary offering, and USF recently appointed two new independent
directors to its board.  The board is still controlled by the
sponsors , but S&P believes they will continue to reduce their
influence over the next 12 months.  S&P's ratings assume that the
company does not adopt a more aggressive financial policy once the
financial sponsors relinquish control.

S&P's ratings on USF continue to reflect its solid No. 2 position
in the highly competitive and fragmented foodservice distribution
industry, its low but gradually improving operating margins, and
its substantial scale.  In S&P's view, USF's broad geographic reach
and size provide the company with significant purchasing power
relative to many smaller competitors.  S&P also recognizes USF's
good route density, which further supports its cost advantage over
these smaller players.  However, USF still lags the scope of
industry leader Sysco Corp. Sysco's strong route density and
efficient operations have produced industry-leading EBITDA margins
above 5%.  USF's are just below 4%.  Nevertheless, USF's margins
are meaningfully higher than those of other foodservice peers, and
S&P believes that continued focus on cost efficiencies will result
in a gradual strengthening of margins over the near to medium term.


Despite continued food cost deflation, industry headwinds, and
weakening conditions for USF's key customers in the restaurant
industry, S&P believes USF will successfully navigate the intensely
competitive environment.  This is because S&P believes it will
generate modest case volume growth with independent street
operators, which are generally more profitable than chain
customers.  USF is well positioned to capitalize on growing in this
segment because of its industry-leading e-commerce platform, which
has a substantially higher adoption rate from independent
restaurant operators than its competitors'.  S&P believes its
e-commerce technology strongly supports retention rates of its
higher-margin independent restaurant customers and increases order
rates.  Consequently, USF's superior technology, scale, and
operating efficiency should enable it to take further market share
in the independent restaurant segment from smaller specialty
distributors, as it has in recent years.

S&P's forecast for USF incorporates the assumption that U.S. real
GDP will grow in the mid-2% area over the next two years.  S&P also
assumes moderate food cost deflation and weakness in the restaurant
industry in 2017, followed by modest inflation and improving
conditions for the restaurant industry thereafter.  Other
assumptions underlying S&P's forecast include:

   -- Low-single-digit percentage revenue growth in 2017, with
      modest case volume growth from independent restaurants and a

      small contribution from acquisitions.  S&P expects growth
      will be offset by modest food cost deflation.  S&P expects
      case volume with chains will be roughly flat.

   -- EBITDA improves by a mid-single-digit rate in 2017 as the
      company begins to realize cost savings from pension
      settlements and restructuring initiatives, partially offset
      by modest ongoing restructuring charges.

   -- Acquisitions activity of $100 million-$150 million in each
      of the next two years.

   -- Annual capital expenditures (capex) of $190 million-
      $200 million.

Based on S&P's assumptions, it forecasts debt to EBITDA in the
mid-4x area, funds from operations (FFO) to debt in the mid-teens,
and EBITDA interest coverage in the mid-4x area at the end of
fiscal 2017, improving to the low-4x area, mid-teens, and low-5x
area, respectively, at the end of fiscal 2018.  This compares to
the 5x area, low-double-digits, and mid-3x area, respectively, at
the end of fiscal 2016.

S&P believes USF has adequate liquidity based on the company's good
cash flow, solid banking relationships, manageable debt maturities,
and meaningful availability under its ABL and receivables financing
facilities.  S&P expects liquidity sources will exceed uses by
around 1.9x over the next 12 months and that sources will continue
to exceed uses, even with a 30% decline in EBITDA.  While
quantitative aspects of the company's liquidity profile qualify it
for a stronger assessment, S&P do not feel it meets certain
qualitative characteristics, including the likely ability to absorb
high-impact, low-probability events without refinancing and
generally prudent risk management to maintain strong liquidity.

Principal liquidity sources:

   -- $150 million cash as of Sept. 30, 2016;
   -- Around $850 million in combined availability under the
      company's ABL and ABS facilities as of Sept. 30, 2016; and
   -- Cash FFO of around $600 million.

Principal liquidity uses:

   -- Modest amortization requirements over the next 12 months;
   -- Around $200 million in seasonal working capital outflows;
      and
   -- Around $190 million-$200 million in annual capex.

S&P's positive outlook reflects the likelihood that it could raise
the ratings on USF over the next 12 months if it further improves
and commits to sustaining debt to EBITDA around or below 4.5x.
Despite challenging industry conditions (food cost deflation and
weakening foot traffic in the restaurant sector), S&P believes the
company is well positioned to strengthen credit metrics through
improved profitability and cash flow generation.  S&P expects that
the company will modestly grow revenue by leveraging its superior
technology, scale, and operating efficiency to take market share in
the independent restaurant segment from smaller competitors, and to
expand margins by achieving cost savings from restructuring
initiatives implemented in 2016.  S&P estimates debt to EBITDA
could improve to 4.5x if EBITDA improves about 10%.

S&P could revise the outlook to stable if credit metrics do not
improve over the next 12 months, including debt to EBITDA sustained
around 5x.  This could occur if food cost deflation deepens
significantly, industry competition intensifies such that
competitors become more aggressive on pricing to take market share,
or if financial policy becomes more aggressive, including
meaningful debt-financed acquisitions.



VALLEY FORGE: Mountjoy Chilton Wants Ex-CEO in Negligence Suit
--------------------------------------------------------------
A negligence lawsuit by the trustee of Valley Forge Composite
Technologies Inc. against Mountjoy Chilton Medley LLP and Thompson
Coburn LLP should include the Company's former CEO and others as
defendants, Natalie Olivo, writing for Bankruptcy Law360, reports,
citing Mountjoy Chilton.

Law360 relates that the lawsuit seeks to hold the firms liable for
not discovering that the company was selling weapon parts to
China.

                        About Valley Forge

Valley Forge Composite Technologies, Inc., sought Chapter 11
bankruptcy protection (Banrk. M.D. Pa. Case No. 13-05253) on Oct.
9, 2013.

The Company, which produces technology products, is represented by
Maurice R. Mitts of Mitts Milavec.

The case was converted to a Chapter 7 liquidation on Feb. 18,
2015.

The case is assigned to Judge John J. Thomas.


VALUEPART INC: Seeks Continued Use of Cash Collateral
-----------------------------------------------------
Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the
Northern District of Texas authorized ValuePart, Incorporated to
use the cash collateral of ACF FinCo I LP and Skokie Investrade,
Inc. on an interim basis.

The Debtor was authorized to use cash collateral to fund working
capital, operating expenses, capital expenditures, fixed charges,
payroll, and all other general corporate purposes arising in the
Debtor's ordinary course of business only as shown on the Budget.

The approved 4-week Budget projects total operating disbursements
of $793,354 for the week ending February 11, 2017, $682,363 for the
week ending February 18, 2017, $993,205 for the week ending
February 25, 2017, and $1,043,062 for the week ending March 4,
2017.

The Debtor was directed make timely and current monthly payments to
ACF FinCo in the amount of $50,000 plus accrued interest at the
non-default rate in the amount approximated in the Budget as
Adequate Protection for Ares.

ACF FinCo and Skokie Investrade were each granted replacement liens
and security interests in all of the Debtor's assets, specifically
including all cash proceeds arising from such accounts and
inventory acquired by the Debtor after the Petition Date, in the
same nature, extent, priority, and validity that existed on the
Petition Date ,in the amount equal to the aggregate diminution in
value of the prepetition collateral to the extent of their
interests therein.

ACF FinCo and Skokie Investrade were also granted a superpriority
administrative expense claim under Sections 503 and 507 of the
Bankruptcy Code to the extent that the adequate protection provided
pursuant to the Fifth Interim Order proves to be inadequate.

The Debtor and the Official Committee of Unsecured Creditors were
directed to file their objection to any Proof of Claim and any
action, objection or challenge to the validity, priority, and
enforceability of ACF FinCo's liens by no later than May 1, 2017.

An interim hearing to consider further use of cash collateral is
scheduled on February 27, 2017, at 1:30 p.m.

A full-text copy of the Fifth Interim Order, dated February 7,
2017, is available at http://tinyurl.com/gppckyk

                About Valuepart Incorporated

ValuePart, Incorporated filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 16-34169), on Oct. 27, 2016.  The petition was signed
by Isa Passini, vice president.  The case is assigned to Judge
Harlin DeWayne Hale.  The Debtor estimated assets and liabilities
at $10 million to $50 million.

ValuePart is a Chicago-based distributor of aftermarket replacement
parts for off-highway earthmoving equipment manufacturers such as
Caterpillar, Case, Komatsu, Deere, International, Bobcat and
Hitachi, along with many others.

At the time of the bankruptcy filing, the Debtor operated from
eight locations in Illinois, Texas, Nevada, Washington, Ohio,
Georgia, Vancouver and Toronto, and employed approximately 70
employees. Although headquartered in Vernon Hills, Illinois, the
Debtor's largest distribution center is located in Dallas, Texas.

The Debtor is represented by Marcus Alan Helt, Esq., Mark C. Moore,
Esq. and Thomas C. Scannell, Esq., at Gardere Wynne Sewell LLP.
The Debtor's Restructuring Advisor is CR3 Partners, LLC; and the
Debtor's Claims and Noticing Agent is Upshot Services LLC.

The Office of the U.S. Trustee appointed these creditors to serve
on the Official Committee of Unsecured Creditors: Federal Mogul,
Kunshan Taiheiya Precision Machinery, Pukdoo Industrial Co., Ltd,
and Modena Parts S.R.L.


VANGUARD HEALTHCARE: Fights to Keep Fraud Claims in Bankr. Court
----------------------------------------------------------------
Rick Archer, writing for Bankruptcy Law360, reports that Vanguard
Healthcare LLC on Wednesday objected to an attempt by the federal
government to move the False Claims Act claims against the Debtor
from bankruptcy court to district court.

Law360 recalls that the federal and Tennessee state governments
said in a joint motion filed in January 2017 that the claims that
the Debtor defrauded them involve issues that can only be resolved
in district court.

                  About Vanguard Healthcare

Vanguard is a long-term care provider headquartered in Brentwood,
Tennessee, providing rehabilitation and skilled nursing services at
14 facilities in four states (Florida, Mississippi, Tennessee and
West Virginia).

Vanguard Healthcare, LLC, and 17 of its subsidiaries each filed a
Chapter 11 bankruptcy petition (Bankr. M.D Tenn. Lead Case No.
16-03296) on May 6, 2016.  The petitions were signed by William D.
Orand, the CEO.  The cases are assigned to Judge Randal S.
Mashburn.

Vanguard estimated assets in the range of $100 million to $500
million and liabilities of up to $100 million.

The Debtors have hired Bradley Arant Boult Cummings LLP as counsel
and BMC Group as noticing agent.

The U.S. Trustee for Region appointed seven creditors of Vanguard
Healthcare, LLC, to serve on the official committee of unsecured
creditors.  The committee members are Kindred Nursing Centers East,
L.L.C., Medline Industries, Inc., Healthcare Services Group, Inc.,
Kirk F. Hebert, Signature Healthcare, LLC, et al., Express Courier,
and Rezult Group, Inc.


VANGUARD NATURAL: In Talks to Sell Non-Core Assets for $84-Mil.
---------------------------------------------------------------
Vanguard Natural Resources, LLC, continues to negotiate with
various parties regarding potential transactions to restructure the
Company's capital structure, according to a Form 8-K report filed
with the Securities and Exchange Commission.  

The Company said it is contemplating a potential sale of non-core
assets located in Glasscock County, Texas.  The Company is
currently in discussions with third parties regarding such third
parties becoming a stalking horse bidder with an approximate sale
price of $84 million.  Such Potential Asset Sale is subject to (i)
negotiation of a mutually acceptable purchase and sale agreement
and (ii) the procedures and requirements set forth in Section 363
of the Bankruptcy Code.  Any sale will be subject to approval by
the Bankruptcy Court and would be subject to higher and better
offers.

                About Vanguard Natural Resources

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.

Vanguard Natural Resources, LLC and certain subsidiaries filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code in the U.S. Bankruptcy Court for the Southern District of
Texas on Feb. 2, 2017.  The Chapter 11 Cases are being administered
under the caption In re Vanguard Natural Resources, et al. Case No.
17-30560.  The Chapter 11 cases are assigned to Hon. Judge Marvin
Isgur.

The Debtors listed total assets of $1.54 billion and total debts of
$2.3 billion as of Feb. 1, 2017.

Paul Hastings LLP is serving as legal counsel and Evercore Partners
is acting as financial advisor to Vanguard.  Opportune LLP is the
Company's restructuring advisor.  Prime Clerk LLC is serving as
claims and noticing agent.


VAPOR CORP: May Offer 100 Billion Common Shares Under Equity Plan
-----------------------------------------------------------------
Vapor Corp. filed with the Securities and Exchange Commission a
Form S-8 registration statement to register 100,000,000,000 shares
of common stock, $0.0001 par value per share, issuable under the
Vapor Corp. 2015 Equity Incentive Plan.  The Registration Statement
has been prepared in accordance with the requirements of Form S-8
under the Securities Act of 1933, as amended, to:

   * register 100,000,000,000 shares of its common stock, par    
     value $0.0001 per share, issuable pursuant to the Plan; and

   * include a reoffer prospectus that forms a part of the
     Registration Statement relating to the resale of "control
     securities" and/or "restricted securities" that have been or
     will be acquired under the Plan by certain of the Company's
     officers and directors, who are the selling stockholders
     identified in the reoffer prospectus.

The Company will not receive any proceeds from the sale of the
shares hereunder.  However, the Company will receive the proceeds,
if any, from the exercise of the options granted under the Plans.

The Company's common stock is quoted on the OTC Pink Sheets under
the symbol "VPCO."  On Feb. 7, 2017, the closing sales price for
the Company's common stock on the OTC Pink Sheets was $0.0001 per
share.

On Nov. 21, 2016, the Company's Board of Directors approved an
amendment to the Company's 2015 Equity Incentive Plan to increase
the number of shares of its common stock reserved for future awards
under the Plan to 100,000,000,000.  Following the amendment, a
total of 17,000,000,000 shares were available for future awards
under the Plan.

A full-text copy of Form S-8 prospectus is available for free at:

                       https://is.gd/GBfn1V

                         About Vapor Corp

Vapor Corp. operates 20 vape stores in the Southeastern United
States and online where it sells vaporizers, liquids for vaporizers
and e-cigarettes.  The Company also designs, markets and
distributes electronic cigarettes, vaporizers, e-liquids and
accessories under the Vapor X, Hookah Stix, Vaporin, Krave, and
Honey Stick brands.  "Electronic cigarettes" or "e-cigarettes," and
"vaporizers" are battery-powered products that enable users to
inhale nicotine vapor without fire, smoke, tar, ash, or carbon
monoxide.  The Company also designs and develops private label
brands for its distribution customers.  Third party manufacturers
manufacture the Compoany's products to meet its design
specifications.  The Company markets its products as alternatives
to traditional tobacco cigarettes and cigars.  In 2014, as a
response to market product demand changes, Vapor began to shift its
primary focus from electronic cigarettes to vaporizers.

Vapor Corp reported a net loss allocable to common shareholders of
$36.26 million in 2015 following a net loss allocable to common
shareholders of $13.85 million in 2014.  As of Sept. 30, 2016,
Vapor Corp. had $20.76 million in total assets, $48.72 million in
total liabilities and a total stockholders' deficit of $27.95
million.
   
Marcum LLP, in New York, NY, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2015, citing that Company has incurred net losses and needs to
raise additional funds to meet its obligations and sustain its
operations.  In addition, the Company currently does not have
enough authorized common shares to settle all of its outstanding
warrants if those warrants were exercised pursuant to their
cashless exercise provisions.  As a result, the Company could be
required to settle a portion of these warrants with cash.  These
conditions, the auditors said, raise substantial doubt about the
Company's ability to continue as a going concern.


VEGA ALTA: Plan Confirmation Hearing on March 22
------------------------------------------------
The Hon. Edward A Godoy of the U.S. Bankruptcy Court for the
District of Puerto Rico has conditionally approved Vega Alta
Community Health, Inc.'s disclosure statement filed on Feb. 5,
2017.

A hearing for the consideration of the final approval of the
Disclosure Statement and the confirmation of the Plan will be held
on March 22, 2017, at 9:00 a.m.

Objections to the final approval of the Disclosure Statement and
the confirmation of the Plan must be filed on or before 14 days
prior to the date of the hearing on confirmation of the Plan.

Acceptances or rejections of the Plan may be filed in writing by
the holders of all claims on or before 14 days prior to the date of
the hearing on confirmation of the Plan.

The Debtor will file with the Court a statement setting forth
compliance with each requirement in section 1129, the list of
acceptances and rejections and the computation of the same, within
seven working days before the hearing on plan confirmation.

                         About Vega Alta

Vega Alta Community Health, Inc., based in Catano, PR, filed a
Chapter 11 petition (Bankr. D.P.R. Case No. 16-08128) on Oct. 11,
2016.  Jaime Rodriguez Perez, at Jaime Rodriguez Law Office, PSC,
serves as bankruptcy counsel.  In its petition, the Debtor listed
$25,582 in assets and $1.47 million in liabilities.  The petition
was signed by Luis M Gonzalez Bermudez, president.


VERTEX ENERGY: Inks $30-Mil. Credit Facility with Encina Business
-----------------------------------------------------------------
Vertex Energy, Inc. has entered into funding agreements with Encina
Business Credit, LLC (EBC) providing for up to $30 million of
senior secured debt.  The financing, which is comprised of a
revolving line of credit, a funded term loan and a delayed draw
term loan, will be used to refinance certain of the Company's
existing indebtedness and to provide working capital for growth.

Vertex's Chief Executive Officer, Benjamin P. Cowart said, "The
refinance of the company's prior credit facility reflects our
belief in the future growth of the company.  We believe that this
step was necessary in ensuring that we clean up our balance sheet,
which includes paying off both of our prior lenders, consolidating
our debt into one facility and strengthening our cash position."

Mr. Cowart, added, "With the financing completed, we were able to
close on the acquisition of the assets of a small collection
company in Louisiana. With approximately 90 million gallons of
processing capacity, we believe that our collections vertical is
key to our growth.  Our self-collected gallons today are
approximately 20% of our overall production.  We anticipate
increasing this to 25% in 2017, while we expand our overall
production volumes."

Mr. Cowart concluded, "We believe that we are well-positioned to
grow our business in 2017.  Our goal for growth involves expanding
collections, increasing production volumes and moving to higher
margin products, all of which are underway."

A full-text copy of the Credit Agreement is available at the
Securities and Exchange Commission website at https://is.gd/7ImoVt

                        About Vertex Energy

Vertex Energy, Inc. (VTNR) -- http://www.vertexenergy.com/-- is a
refiner and marketer of high-quality specialty hydrocarbon
products.  With headquarters in Houston, Texas, Vertex processing
facilities are located in Houston (TX), Marrero (LA) and Columbus
(OH).

Vertex reported a net loss of $22.51 million for the year ended
Dec. 31, 2015, compared to a net loss of $5.87 million for the year
ended Dec. 31, 2014.

As of Sept. 30, 2016, Vertex had $86.24 million in total assets,
$25.72 million in total liabilities, $22.13 million in temporary
equity and $38.38 million in total equity.

Hein & Associates LLP, in Houston, Texas, issued a "going concern"
qualification on the Company's consolidated financial statements
for the year ended Dec. 31, 2015, citing that the Company has a
working capital deficit of $12.19 million, has suffered losses from
operations and is at risk of default of its debt agreements.  This
raises substantial doubt about the Company's ability to continue as
a going concern.


VESTCOM INTERNATIONAL: S&P Affirms Then Withdraws 'B' CCR
---------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
Little Rock, Ark.-based Vestcom International Inc.  The outlook is
stable.  S&P subsequently withdrew the rating at the company's
request.  S&P also withdrew all issue-level ratings on Vestcom
International Inc.'s debt, following repayment.

Rationale

The withdrawal reflects the completion of Charlesbank Capital
Partners LLC's acquisition of Vestcom International Inc.'s parent
company, which resulted in the repayment of Vestcom International
Inc.'s debt.

Ratings List
Ratings Affirmed

Vestcom International Inc.

Corporate Credit Rating                B/Stable/--

Ratings Withdrawn   

                                        To           From
Vestcom International Inc.
  Senior Secured First Lien             NR           B+
     Recovery Rating                    NR           2H
  Senior Secured Second Lien            NR           CCC+
   Recovery Rating                      NR           6

Ratings Withdrawn as Second Action
                                        To           From
Vestcom International Inc.
Corporate Credit Rating                 NR            B/Stable/--


VIOLIN MEMORY: Selling or Alternatively Abandoning Office Equipment
-------------------------------------------------------------------
Violin Memory, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to authorize the sale, or alternatively,
abandonment of office equipment.

The Debtor requests the hearing on the Motion to be set for Feb.
15, 2017 at 2:00 p.m. (ET) and the objection deadline for Feb. 14,
2017 at 4:00 p.m. (ET).

The Debtor's current lease agreement expires on Feb. 28, 2017.  The
Debtor is in the process of vacating the office space of its
headquarters located at 4555 Great America Parkway, Suite 150,
Santa Clara, California ("Premises").  In order for the Debtor to
vacate the Premises, there will be property owned by the Debtor,
including cubicles, desks, chairs, tables, and other furnishings
("Office Equipment"), that will need to be disposed by either sale
or abandonment.

Limited expressions of interest have been received on certain
Office Equipment which, if consummated, would generate proceeds of
less than $5,000; more importantly, it avoids the cost of paying
someone to dismantle and dispose of the Office Equipment.
Furthermore, selling or abandoning such Office Equipment will
permit the Debtor to return a portion of the leased property back
to the lessor, saving the estate over $100,000 per month.

The Office Equipment is a burden to the estate.  Because the Debtor
is vacating the Premises, it seeks authority to sell or abandon the
Office Equipment prior to the end of the month of February 2017.
Accordingly, the Office Equipment should be sold, or alternatively,
abandoned as the Debtor deems appropriate.

The Debtor proposes to sell the Office Equipment for the highest
and best offer received, taking into consideration the exigencies
and circumstances in each such sale, under these Office Equipment
Sale Procedures:

          a. With regard to sales of the Office Equipment in any
individual transaction or series of related transactions to a
single buyer or a group of related buyers with an aggregate selling
price equal to or less than $50,000:

               i. The Debtor is authorized to consummate such
transaction(s) without further order of the Court or notice to any
party if the Debtor determines in the reasonable exercise of its
business judgment that such sales are in the best interests of the
estate; and

               ii. Any such transaction shall be free and clear of
all liens, with any such Liens attaching only to the sale proceeds
with the same validity, extent and priority as had attached to the
Office Equipment immediately prior to such sale.

          b. With regard to sales of the Office Equipment in any
individual transaction or series of related transactions to a
single buyer or a group of related buyers with an aggregate selling
price greater than $ 50,000 and up to or equal to $500,000:

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

               ii. The Debtor will give written Sale Notice to (a)
the Office of the U.S. Trustee; (b) the Committee; and (c) those
parties requesting notice at least 7 business days prior to the
closing of such sale;

               iii. The Sale Notice will identify (a) the Office
Equipment being sold, (b) the purchaser of the assets, (c) the
purchase price, and (d) the significant terms of the sale
agreement;

               iv. If no written objections from any of the Notice
Parties are filed within 7 business days after the date of receipt
of such Sale Notice, then the Debtor is authorized to immediately
consummate such sale free and clear of all Liens; and

                v. If any Notice Party files a written objection to
any such sale with the Court within 7 business days after receipt
of such Sale Notice, then the relevant Office Equipment will only
be sold upon either the consensual resolution of the objection by
the parties in question or further order of the Court after notice
and a hearing.

Notwithstanding the foregoing, the Debtor is mindful of its duty to
maximize the value of its estate and will use commercially
reasonable efforts to market the Office Equipment proposed to be
sold in an effort to obtain the highest consideration for all of
its assets.  To the extent such Office Equipment cannot be sold at
a price greater than the cost of liquidating such assets, the
Debtor seeks authority to abandon such Office Equipment in exercise
of its reasonable business judgment.

The Debtor respectfully asks that the Court grants the relief
requested, and such other and further relief as the Court deems
just and proper, both at law and in equity.

                       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.


VIOLIN MEMORY: Wants $8-Million DIP Loan From VM Bidco
------------------------------------------------------
Violin Memory, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware for authorization to obtain secured
postpetition financing from VM Bidco, LLC, also known as Soros.

The Debtor relates that it commenced its chapter 11 case under
significant liquidity constraints and with a primary objective of
preserving value for its estate and creditors by effectuating a
sale of substantially all of its assets as expeditiously as
possible.  The Debtor further relates that with the support of key
creditors and constituencies, and in accordance with the sale
process approved by the Court, the Debtor engaged in an extensive
marketing process that resulted in several bids and a competitive
auction between qualified bidders conducted on January 23-26,
2017.

At the auction, the Debtor determined that the highest and best
value for the Debtor's estate and its creditors would be obtained
under a proposal from Soros, which is an affiliate of an investment
fund that holds $25.65 million of the Debtor's outstanding
convertible notes, whose investment adviser is Soros Fund
Management LLC.  

The Debtor notes that among other things, the proposal from Soros
includes:

     (i) cash for recoveries equivalent to $15 million to the
Debtor’s creditors under a plan of reorganization in which a
Soros affiliate will receive all equity interests in the
reorganized Debtor in lieu of cash for its claims, and

    (ii) the DIP Facility to finance the Debtor's continued
operations and restructuring efforts to consummate this plan,
pursuant to which the DIP Facility will be converted into an exit
facility and will therefore not affect recoveries to creditors.

The material terms of the DIP Facility, among others, are:

     (1) Amount/Facility: $8,000,000 non-amortizing term loan
debtor-in-possession credit facility.

     (2) Security: Subject to certain excluded assets and
carve-outs, the DIP Facility will be accorded superpriority
administrative expense claim status and be secured by a
first-priority security interest in all of the Debtor's assets.

     (3) Maturity Date: The earliest to occur of:

          (a) August 30, 2017;

          (b) the effective date of a plan of reorganization;

          (c) the occurrence of an event of default under the DIP
Credit Agreement or the acceleration of the obligations under the
DIP Facility;

          (d) the consummation of any transaction other than the
transaction contemplated by the Soros Proposal;

          (e) the entry of an order by the Court granting:

               (i) relief from the automatic stay permitting
foreclosure of any assets of the Debtor with a value in excess of
$100,000 in the aggregate;

              (ii) a motion or other pleading filed, supported
and/or not opposed by the Debtor requesting the appointment of a
trustee or an examiner with special powers; or

             (iii) a motion for the dismissal or conversion of the
bankruptcy case; and

          (f) the filing or support by the Debtor of any Alternate
Transaction that does not provide for indefeasible payment in full,
in cash of all obligations owing under the DIP Facility.

     (4) Availability: Up to $3,100,000 will be available to the
Debtor upon entry of the Interim Order; up to $3,000,000 will be
available to the Debtor upon entry of the Final Order; with
incremental availability of up to $1,900,000 subject to the
conditions in the DIP Agreement.

     (5) Interest Rate: LIBOR (subject to a 1.00% floor) + 9.00%
per annum, payable in kind.

     (6) Default Rate: Additional 2% per annum, payable in cash.

The Debtor asserts that the Soros Proposal offers the only feasible
means for the Debtor to confirm a plan of reorganization.  The
Debtor further asserts that it does not have sufficient liquidity
without the DIP Facility to continue operations beyond February 10,
2017 or to consummate the Soros Proposal, which offers the highest
and best value for creditors.  The Debtor adds that absent the DIP
Facility, the Debtor lacks the liquidity to reorganize and must
either immediately close on the backup bid from its sale process,
for a sale of substantially all of its assets pursuant to section
363, or immediately shut down operations.

A full-text copy of the Debtor's Motion, dated Feb. 6, 2017, is
available at
http://bankrupt.com/misc/ViolinMemory2016_1612782lss_190.pdf

                        About Violin Memory, Inc.

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 Justin R. Alberto, Esq. and Scott D. Cousins, Esq.,
at 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, 2017, 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.


W&T OFFSHORE: Franklin Resources Holds 30% Stake as of Dec. 31
--------------------------------------------------------------
Franklin Resources, Inc., Charles B. Johnson, Rupert H. Johnson,
Jr. and Franklin Advisers, Inc., reported in an amended Schedule
13G filed with the Securities and Exchange Commission that as of
Dec. 31, 2016, they beneficially own 41,120,915 shares of common
stock, par value $0.00001, of W&T Offshore, Inc., representing 30
percent of the shares outstanding.  A full-text copy of the
regulatory filing is available for free at https://is.gd/Au8enG

                      About W&T Offshore

Based in Houston, Texas, W&T Offshore, Inc., is an independent oil
and natural gas producer, active in the exploration, development
and acquisition of oil and natural gas properties in the Gulf of
Mexico.  In October 2015, the Company disposed of substantially all
of its onshore oil and natural gas interests with the sale of its
Yellow Rose field in the Permian Basin.  The Company retained an
overriding royalty interest in the Yellow Rose field production.
W&T Offshore, Inc. is a Texas corporation originally organized as a
Nevada corporation in 1988, and successor by merger to W&T Oil
Properties, Inc., a Louisiana corporation organized in 1983.  The
Company's interest in fields, leases, structures and equipment are
primarily owned by the parent company, W&T Offshore, Inc. and its
wholly-owned subsidiary, W & T Energy VI, LLC, a Delaware limited
liability company.    

W&T Offshore reported a net loss of $1.04 billion in 2015 following
a net loss of $11.66 million in 2014.

As of Sept. 30, 2016, W&T Offshore had $832.6 million in total
assets, $1.51 billion in total liabilities and a total
shareholders' deficit of $678.0 million.

                        *    *     *

As reported by the TCR on Sept. 23, 2016, S&P Global Ratings raised
the corporate credit rating on Houston-based oil and gas
exploration and production company W&T Offshore Inc. to 'CCC' from
'SD'.  At the same time, S&P raised the issue-level rating on the
company's 8.5% senior unsecured notes due 2019 to 'CC' from 'D'.


WEATHERFORD INTERNATIONAL: Invesco Reports 6.3% Stake as of Dec. 30
-------------------------------------------------------------------
Invesco Ltd., in its capacity as investment adviser, reported in  a
regulatory filing with the Securities and Exchange Commission that
as of Dec. 30, 2016, it may be deemed to beneficially own
62,228,000 shares of common stock of Weatherford International PLC
representing 6.3 percent of the shares outstanding.  A full-text
copy of the regulatory filing is available for free at:

                     https://is.gd/OxBnIL

                      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.


WHEATON LLC: Case Summary & 2 Unsecured Creditors
-------------------------------------------------
Debtor: Wheaton LLC
           fka Plazdex LLC
        9927 Stephen Decatur Hwy F20
        Ocean City, MD 21842

Case No.: 17-11789

Chapter 11 Petition Date: February 10, 2017

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Hon. Thomas J. Catliota

Debtor's Counsel: Ronald J Drescher, Esq.
                  DRESCHER & ASSOCIATES
                  4 Reservoir Circle, Suite 107
                  Baltimore, MD 21208
                  Tel: (410)484-9000
                  E-mail: ecfdrescherlaw@gmail.com
                          rondrescher@drescherlaw.com

Total Assets: $1.5 million

Total Liabilities: $936,689

The petition was signed by Paul Palitti, sole member.

A copy of the Debtor's list of two unsecured creditors is available
for free at http://bankrupt.com/misc/mdb17-11789.pdf


WOLVERINE WORLD: Egan-Jones Cuts Sr. Unsec. Ratings to BB
---------------------------------------------------------
Egan-Jones Ratings, on Jan. 17, 2017, lowered the senior unsecured
ratings on debt issued by Wolverine World Wide Inc to BB from BB+.

Wolverine World Wide, Inc. or Wolverine Worldwide is an American
footwear manufacturer based in Rockford, Michigan, known for their
own brand, Wolverine Boots and Shoes, as well as their subsidiaries
such as Hush Puppies and Merrell.



ZALER POP: Has Until Aug. 2 to File Plan Outline
------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
has given Zaler Pop Holdings of Wilkinsburg LLC until Aug. 2, 2017,
to file a disclosure statement referring to the Debtor's plan of
reorganization.

Zaler Pop Holdings of Wilkinsburg LLC filed for Chapter 11
bankruptcy protection (Bankr. W.D. Pa. Case No. 17-20390) on Feb.
3, 2017.

Judge Thomas P. Agresti presides over the case.

The Debtor is represented by:

     J. Michael Baggett, Esq.
     MCCANN GARLAND RIDALL & BURKE
     11 Stanwix Street
     Suite 1030
     Pittsburgh, PA 15222
     Tel: (412) 566-1818
     Fax : (412) 566-1817
     E-mail: BAGGETTMJ@aol.com


[*] Moody's: Global Speculative-Grade Default Rate Up in January
----------------------------------------------------------------
Moody's global speculative-grade default rate closed at 4.6% for
the trailing 12-month period ended Jan. 31, 2017, up from 4.5% the
prior month, the rating agency says in its latest global default
monitor. Moody's expects the global speculative-grade default rate
to fall to 3.0% by the end of this year, which if realized will be
below its long-term average of 4.3%. In the US, the comparable rate
is anticipated to reach 3.6% and in Europe, 2.0% by the end of the
2017.

"After an elevated pace of defaults in the first half of 2016 as
many energy companies suffered from the slump in oil prices,
defaults eased in the second half as oil prices rose," said Sharon
Ou, a Moody's Vice President and Senior Credit Officer. "Going into
2017, Moody's expects defaults in the energy sector to continue to
abate, since many weak companies have already defaulted and
remaining firms are for the most part healthier."

In the year ahead, Moody's expects the oil and gas sector to fall
to eighth place globally in terms of default rates, Ou says. In the
US, the metals and mining sector is likely to see the highest rate
of defaults, and in Europe the retail sector will be the most
troubled in terms of default risk.

In the opening month of 2017, there were 10 defaults among
Moody's-rated global speculative-grade issuers. Four of the
defaulting companies were from the oil and gas sector; they
included Bonanza Creek Energy Inc., which filed for bankruptcy. The
largest default in January was telecom concern Avaya Inc., which
had around $6 billion of rated debt. US issuers accounted for half
of January's defaults, and European firms for two.

Meanwhile, in the leveraged loan market, Moody's recorded six
defaults in January, with four from the US. The issuer-weighted US
loan default rate finished the month at 2.7%, down slightly from
2.8% at year-end 2016. And in the high-yield market the global bond
default rate closed at 3.5% in January on a dollar-volume basis,
unchanged from the prior month.


[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
                                                 Total
                                                Share-      Total
                                    Total     Holders'    Working
                                   Assets       Equity    Capital
  Company         Ticker            ($MM)        ($MM)      ($MM)

ABSOLUTE SOFTWRE  ABT2EUR EU         98.6        (49.8)     (31.0)
ABSOLUTE SOFTWRE  OU1 GR             98.6        (49.8)     (31.0)
ABSOLUTE SOFTWRE  ABT CN             98.6        (49.8)     (31.0)
ABSOLUTE SOFTWRE  ALSWF US           98.6        (49.8)     (31.0)
ADVANCED EMISSIO  OXQ1 GR            40.5         (0.3)      (1.4)
ADVANCED EMISSIO  ADES US            40.5         (0.3)      (1.4)
ADVANCEPIERRE FO  APFHEUR EU      1,210.5       (329.7)     254.3
ADVANCEPIERRE FO  APFH US         1,210.5       (329.7)     254.3
ADVANCEPIERRE FO  1AC GR          1,210.5       (329.7)     254.3
AEROJET ROCKETDY  GCY TH          1,952.0        (63.9)      82.6
AEROJET ROCKETDY  AJRDEUR EU      1,952.0        (63.9)      82.6
AEROJET ROCKETDY  GCY GR          1,952.0        (63.9)      82.6
AEROJET ROCKETDY  AJRD US         1,952.0        (63.9)      82.6
AGENUS INC        AGEN US           174.8        (21.0)      74.7
AGENUS INC        AJ81 TH           174.8        (21.0)      74.7
AGENUS INC        AGENEUR EU        174.8        (21.0)      74.7
AGENUS INC        AJ81 GR           174.8        (21.0)      74.7
ALPINE 4 TECHNOL  ALPP US            11.1         (0.7)      (0.3)
ALTERNATE HEALTH  AHG CN              0.0         (0.0)      (0.0)
AMER RESTAUR-LP   ICTPU US           33.5         (4.0)      (6.2)
ANGIE'S LIST INC  ANGIEUR EU        159.9         (8.8)     (33.9)
ANGIE'S LIST INC  ANGI US           159.9         (8.8)     (33.9)
ANGIE'S LIST INC  8AL GR            159.9         (8.8)     (33.9)
ARIAD PHARM       ARIA US           676.6        (46.3)     240.4
ARIAD PHARM       APS QT            676.6        (46.3)     240.4
ARIAD PHARM       APS GR            676.6        (46.3)     240.4
ARIAD PHARM       ARIAEUR EU        676.6        (46.3)     240.4
ARIAD PHARM       ARIA SW           676.6        (46.3)     240.4
ARIAD PHARM       ARIACHF EU        676.6        (46.3)     240.4
ARIAD PHARM       APS TH            676.6        (46.3)     240.4
ARRAY BIOPHARMA   AR2 GR            166.9        (52.1)      93.8
ARRAY BIOPHARMA   AR2 TH            166.9        (52.1)      93.8
ARRAY BIOPHARMA   ARRY US           166.9        (52.1)      93.8
ARRAY BIOPHARMA   AR2 QT            166.9        (52.1)      93.8
ARRAY BIOPHARMA   ARRYEUR EU        166.9        (52.1)      93.8
ASCENT SOLAR TEC  ASTIEUR EU         12.4        (12.1)     (14.5)
ASPEN TECHNOLOGY  AZPN US           267.4       (192.9)    (226.6)
ASPEN TECHNOLOGY  AST GR            267.4       (192.9)    (226.6)
ASPEN TECHNOLOGY  AZPNEUR EU        267.4       (192.9)    (226.6)
ASPEN TECHNOLOGY  AST TH            267.4       (192.9)    (226.6)
AUTOZONE INC      AZ5 GR          8,742.5     (1,895.2)    (481.5)
AUTOZONE INC      AZ5 TH          8,742.5     (1,895.2)    (481.5)
AUTOZONE INC      AZOEUR EU       8,742.5     (1,895.2)    (481.5)
AUTOZONE INC      AZO US          8,742.5     (1,895.2)    (481.5)
AUTOZONE INC      AZ5 QT          8,742.5     (1,895.2)    (481.5)
AVID TECHNOLOGY   AVD GR            262.9       (272.7)     (91.6)
AVID TECHNOLOGY   AVID US           262.9       (272.7)     (91.6)
AVISTA HEALTH-A   AHPA US             0.8         (0.0)      (0.7)
AVISTA HEALTHCAR  AHPAUEUR EU         0.8         (0.0)      (0.7)
AVISTA HEALTHCAR  AWF GR              0.8         (0.0)      (0.7)
AVISTA HEALTHCAR  AHPAU US            0.8         (0.0)      (0.7)
AVON - BDR        AVON34 BZ       3,905.5       (336.4)     853.1
AVON PRODUCTS     AVP QT          3,905.5       (336.4)     853.1
AVON PRODUCTS     AVP TH          3,905.5       (336.4)     853.1
AVON PRODUCTS     AVP US          3,905.5       (336.4)     853.1
AVON PRODUCTS     AVP GR          3,905.5       (336.4)     853.1
AVON PRODUCTS     AVP CI          3,905.5       (336.4)     853.1
AVON PRODUCTS     AVP* MM         3,905.5       (336.4)     853.1
AXIM BIOTECHNOLO  AXIM US             1.2         (3.2)      (3.0)
BARRACUDA NETWOR  CUDAEUR EU        453.7         (5.0)      (3.8)
BARRACUDA NETWOR  7BM GR            453.7         (5.0)      (3.8)
BARRACUDA NETWOR  CUDA US           453.7         (5.0)      (3.8)
BASIC ENERGY SVS  BAS US          1,003.0       (152.3)    (869.2)
BASIC ENERGY SVS  B8JN GR         1,003.0       (152.3)    (869.2)
BASIC ENERGY SVS  BASEUR EU       1,003.0       (152.3)    (869.2)
BASIC ENERGY SVS  B8JN TH         1,003.0       (152.3)    (869.2)
BENEFITFOCUS INC  BNFT US           153.4        (35.4)       4.3
BENEFITFOCUS INC  BTF GR            153.4        (35.4)       4.3
BLUE BIRD CORP    BLBD US           257.8        (93.1)      (0.2)
BOMBARDIER INC-B  BBDBN MM       23,876.0     (3,865.0)   1,686.0
BOMBARDIER-B OLD  BBDYB BB       23,876.0     (3,865.0)   1,686.0
BOMBARDIER-B W/I  BBD/W CN       23,876.0     (3,865.0)   1,686.0
BRINKER INTL      EAT2EUR EU      1,498.1       (530.6)    (245.5)
BRINKER INTL      BKJ GR          1,498.1       (530.6)    (245.5)
BRINKER INTL      BKJ QT          1,498.1       (530.6)    (245.5)
BRINKER INTL      EAT US          1,498.1       (530.6)    (245.5)
BROOKFIELD REAL   BRE CN             97.2        (33.5)       1.6
BUFFALO COAL COR  BUC SJ             50.0        (20.4)     (18.0)
BURLINGTON STORE  BURL* MM        2,688.1       (135.4)      27.2
BURLINGTON STORE  BURL US         2,688.1       (135.4)      27.2
BURLINGTON STORE  BUI GR          2,688.1       (135.4)      27.2
CADIZ INC         2ZC GR             59.0        (70.2)     (39.7)
CADIZ INC         CDZI US            59.0        (70.2)     (39.7)
CAESARS ENTERTAI  CZR US         15,351.0       (971.0)  (2,334.0)
CAESARS ENTERTAI  C08 GR         15,351.0       (971.0)  (2,334.0)
CALIFORNIA RESOU  1CLB GR         6,332.0       (493.0)    (302.0)
CALIFORNIA RESOU  CRCEUR EU       6,332.0       (493.0)    (302.0)
CALIFORNIA RESOU  1CL TH          6,332.0       (493.0)    (302.0)
CALIFORNIA RESOU  CRC US          6,332.0       (493.0)    (302.0)
CAMBIUM LEARNING  ABCD US           159.5        (65.5)     (49.9)
CAMPING WORLD-A   CWH US          1,367.5       (354.3)     197.2
CAMPING WORLD-A   CWHEUR EU       1,367.5       (354.3)     197.2
CAMPING WORLD-A   C83 GR          1,367.5       (354.3)     197.2
CARDCONNECT CORP  CCN US            157.6        (42.9)      16.4
CARDCONNECT CORP  55C GR            157.6        (42.9)      16.4
CARDCONNECT CORP  CCNEUR EU         157.6        (42.9)      16.4
CARRIZO OIL&GAS   CO1 GR          1,420.5       (205.4)    (152.2)
CARRIZO OIL&GAS   CO1 TH          1,420.5       (205.4)    (152.2)
CARRIZO OIL&GAS   CRZO US         1,420.5       (205.4)    (152.2)
CARRIZO OIL&GAS   CRZOEUR EU      1,420.5       (205.4)    (152.2)
CASELLA WASTE     WA3 GR            635.3        (13.9)       2.2
CASELLA WASTE     CWST US           635.3        (13.9)       2.2
CEB INC           CEB US          1,467.4        (85.8)    (123.7)
CEB INC           FC9 GR          1,467.4        (85.8)    (123.7)
CHESAPEAKE ENERG  CHK* MM        12,523.0       (932.0)  (2,539.0)
CHESAPEAKE ENERG  CHK US         12,523.0       (932.0)  (2,539.0)
CHESAPEAKE ENERG  CS1 TH         12,523.0       (932.0)  (2,539.0)
CHESAPEAKE ENERG  CS1 GR         12,523.0       (932.0)  (2,539.0)
CHOICE HOTELS     CHH US            846.3       (337.4)     113.4
CHOICE HOTELS     CZH GR            846.3       (337.4)     113.4
CINCINNATI BELL   CBBEUR EU       1,529.9       (194.8)     (40.7)
CINCINNATI BELL   CIB1 GR         1,529.9       (194.8)     (40.7)
CINCINNATI BELL   CBB US          1,529.9       (194.8)     (40.7)
CLEAR CHANNEL-A   CCO US          5,675.6       (995.0)     616.1
CLEAR CHANNEL-A   C7C GR          5,675.6       (995.0)     616.1
CLIFFS NATURAL R  CLF US          1,923.9     (1,330.5)     433.5
CLIFFS NATURAL R  CLF2EUR EU      1,923.9     (1,330.5)     433.5
CLIFFS NATURAL R  CVA QT          1,923.9     (1,330.5)     433.5
CLIFFS NATURAL R  CLF* MM         1,923.9     (1,330.5)     433.5
CLIFFS NATURAL R  CVA GR          1,923.9     (1,330.5)     433.5
CLIFFS NATURAL R  CVA TH          1,923.9     (1,330.5)     433.5
COGENT COMMUNICA  OGM1 GR           617.6        (40.5)     140.3
COGENT COMMUNICA  CCOI US           617.6        (40.5)     140.3
COMMUNICATION     8XC GR          3,217.5     (1,287.0)       -
COMMUNICATION     CSAL US         3,217.5     (1,287.0)       -
COMSTOCK RES INC  CRK US            885.5       (220.0)      18.5
CONTURA ENERGY I  CNTE US           827.7         (4.6)      56.6
CORGREEN TECHNOL  CGRT US             2.9         (0.2)      (0.6)
CPI CARD GROUP I  PMTS US           270.7        (89.0)      58.7
CPI CARD GROUP I  PMTS CN           270.7        (89.0)      58.7
CPI CARD GROUP I  CPB GR            270.7        (89.0)      58.7
CROWN BAUS CAPIT  CBCA US             0.0         (0.0)      (0.0)
DELEK LOGISTICS   D6L GR            393.2        (14.0)       4.8
DELEK LOGISTICS   DKL US            393.2        (14.0)       4.8
DENNY'S CORP      DENN US           297.7        (53.8)     (48.1)
DENNY'S CORP      DE8 GR            297.7        (53.8)     (48.1)
DOMINO'S PIZZA    EZV QT            676.6     (1,936.1)      62.1
DOMINO'S PIZZA    EZV GR            676.6     (1,936.1)      62.1
DOMINO'S PIZZA    EZV TH            676.6     (1,936.1)      62.1
DOMINO'S PIZZA    DPZ US            676.6     (1,936.1)      62.1
DUN & BRADSTREET  DB5 GR          2,016.9     (1,054.3)    (151.7)
DUN & BRADSTREET  DB5 TH          2,016.9     (1,054.3)    (151.7)
DUN & BRADSTREET  DNB US          2,016.9     (1,054.3)    (151.7)
DUN & BRADSTREET  DNB1EUR EU      2,016.9     (1,054.3)    (151.7)
DUNKIN' BRANDS G  DNKN US         3,227.4       (163.3)     182.2
DUNKIN' BRANDS G  2DB TH          3,227.4       (163.3)     182.2
DUNKIN' BRANDS G  DNKNEUR EU      3,227.4       (163.3)     182.2
DUNKIN' BRANDS G  2DB GR          3,227.4       (163.3)     182.2
EASTMAN KODAK CO  KODN GR         1,981.0        (23.0)     814.0
EASTMAN KODAK CO  KODK US         1,981.0        (23.0)     814.0
ERIN ENERGY CORP  U8P2 GR           342.4       (161.2)    (255.1)
ERIN ENERGY CORP  ERN SJ            342.4       (161.2)    (255.1)
ERIN ENERGY CORP  ERN US            342.4       (161.2)    (255.1)
FAIRMOUNT SANTRO  FMSA US         1,239.0        (13.3)     284.0
FAIRMOUNT SANTRO  FM1 GR          1,239.0        (13.3)     284.0
FAIRMOUNT SANTRO  FMSAEUR EU      1,239.0        (13.3)     284.0
FAIRPOINT COMMUN  FONN GR         1,248.8        (41.0)      11.0
FAIRPOINT COMMUN  FRP US          1,248.8        (41.0)      11.0
FERRELLGAS-LP     FGP US          1,667.2       (746.9)    (123.1)
FERRELLGAS-LP     FEG GR          1,667.2       (746.9)    (123.1)
FORESIGHT ENERGY  FHR GR          1,735.8        (70.0)      55.4
FORESIGHT ENERGY  FELP US         1,735.8        (70.0)      55.4
GAMCO INVESTO-A   GBL US            149.2       (166.6)       -
GARTNER INC       GGRA GR         2,277.7        (10.5)    (171.5)
GARTNER INC       IT US           2,277.7        (10.5)    (171.5)
GARTNER INC       IT* MM          2,277.7        (10.5)    (171.5)
GCP APPLIED TECH  43G GR          1,061.0       (118.4)     282.5
GCP APPLIED TECH  GCP US          1,061.0       (118.4)     282.5
GENESIS HEALTHCA  SH11 GR         5,886.6       (771.5)     237.4
GENESIS HEALTHCA  GEN US          5,886.6       (771.5)     237.4
GIYANI GOLD CORP  GGC NW              1.7         (0.4)      (0.5)
GOGO INC          GOGO US         1,224.2        (18.0)     398.4
GOGO INC          G0G GR          1,224.2        (18.0)     398.4
GOGO INC          G0G QT          1,224.2        (18.0)     398.4
GREEN PLAINS PAR  8GP GR             93.8        (64.2)       5.0
GREEN PLAINS PAR  GPP US             93.8        (64.2)       5.0
GUIDANCE SOFTWAR  GUID US            74.8         (1.1)     (20.9)
GUIDANCE SOFTWAR  ZTT GR             74.8         (1.1)     (20.9)
H&R BLOCK INC     HRB US          2,082.2       (557.5)     268.6
H&R BLOCK INC     HRB TH          2,082.2       (557.5)     268.6
H&R BLOCK INC     HRB GR          2,082.2       (557.5)     268.6
H&R BLOCK INC     HRB QT          2,082.2       (557.5)     268.6
H&R BLOCK INC     HRBEUR EU       2,082.2       (557.5)     268.6
HALOZYME THERAPE  RV7 GR            282.5        (12.0)     219.9
HALOZYME THERAPE  HALOEUR EU        282.5        (12.0)     219.9
HALOZYME THERAPE  RV7 QT            282.5        (12.0)     219.9
HALOZYME THERAPE  HALO US           282.5        (12.0)     219.9
HCA HOLDINGS INC  2BH QT         33,758.0     (5,633.0)   3,252.0
HCA HOLDINGS INC  HCA US         33,758.0     (5,633.0)   3,252.0
HCA HOLDINGS INC  HCAEUR EU      33,758.0     (5,633.0)   3,252.0
HCA HOLDINGS INC  2BH TH         33,758.0     (5,633.0)   3,252.0
HCA HOLDINGS INC  2BH GR         33,758.0     (5,633.0)   3,252.0
HELIX TCS INC     HLIX US             4.3         (1.7)      (0.9)
HOVNANIAN-A-WI    HOV-W US        2,379.4       (128.5)   1,291.2
HP COMPANY-BDR    HPQB34 BZ      29,010.0     (3,889.0)    (340.0)
HP INC            HPQUSD SW      29,010.0     (3,889.0)    (340.0)
HP INC            HPQ US         29,010.0     (3,889.0)    (340.0)
HP INC            7HP TH         29,010.0     (3,889.0)    (340.0)
HP INC            HPQ* MM        29,010.0     (3,889.0)    (340.0)
HP INC            HWP QT         29,010.0     (3,889.0)    (340.0)
HP INC            HPQ TE         29,010.0     (3,889.0)    (340.0)
HP INC            HPQ SW         29,010.0     (3,889.0)    (340.0)
HP INC            HPQ CI         29,010.0     (3,889.0)    (340.0)
HP INC            HPQCHF EU      29,010.0     (3,889.0)    (340.0)
HP INC            7HP GR         29,010.0     (3,889.0)    (340.0)
IBI GROUP INC     IBIBF US          271.9        (17.5)      41.6
IBI GROUP INC     IBG CN            271.9        (17.5)      41.6
IDEXX LABS        IDXX US         1,530.7       (108.2)     (89.0)
IDEXX LABS        IX1 QT          1,530.7       (108.2)     (89.0)
IDEXX LABS        IX1 TH          1,530.7       (108.2)     (89.0)
IDEXX LABS        IX1 GR          1,530.7       (108.2)     (89.0)
IMMUNOMEDICS INC  IMMU US            53.1        (75.2)      20.0
IMMUNOMEDICS INC  IM3 GR             53.1        (75.2)      20.0
IMMUNOMEDICS INC  IM3 TH             53.1        (75.2)      20.0
INFOR ACQUISIT-A  IAC/A CN          233.1         (3.8)       0.6
INFOR ACQUISITIO  IAC-U CN          233.1         (3.8)       0.6
INNOVIVA INC      INVA US           379.0       (353.0)     186.6
INNOVIVA INC      HVE GR            379.0       (353.0)     186.6
INTERNATIONAL WI  ITWG US           324.8        (12.0)      99.6
INTERUPS INC      ITUP US             0.0         (2.4)      (2.4)
IRHYTHM TECHNOLO  I25 GR             28.7        (14.2)      12.5
IRHYTHM TECHNOLO  IRTCEUR EU         28.7        (14.2)      12.5
IRHYTHM TECHNOLO  IRTC US            28.7        (14.2)      12.5
JACK IN THE BOX   JBX GR          1,348.8       (217.2)    (124.2)
JACK IN THE BOX   JACK1EUR EU     1,348.8       (217.2)    (124.2)
JACK IN THE BOX   JACK US         1,348.8       (217.2)    (124.2)
JUST ENERGY GROU  JE US           1,287.8       (209.6)     104.5
JUST ENERGY GROU  1JE GR          1,287.8       (209.6)     104.5
JUST ENERGY GROU  JE CN           1,287.8       (209.6)     104.5
KADMON HOLDINGS   KDMNEUR EU         86.8         (8.8)      26.1
KADMON HOLDINGS   KDF GR             86.8         (8.8)      26.1
KADMON HOLDINGS   KDMN US            86.8         (8.8)      26.1
KEY ENERGY SERV   KEG US            995.6       (163.1)    (864.7)
KEY ENERGY SERV   KEGEUR EU         995.6       (163.1)    (864.7)
L BRANDS INC      LB US           7,663.0     (1,188.0)     879.0
L BRANDS INC      LBEUR EU        7,663.0     (1,188.0)     879.0
L BRANDS INC      LTD GR          7,663.0     (1,188.0)     879.0
L BRANDS INC      LTD TH          7,663.0     (1,188.0)     879.0
L BRANDS INC      LTD QT          7,663.0     (1,188.0)     879.0
L BRANDS INC      LB* MM          7,663.0     (1,188.0)     879.0
LAMB WESTON       0L5 TH          2,400.2       (708.6)     330.9
LAMB WESTON       LW-WEUR EU      2,400.2       (708.6)     330.9
LAMB WESTON       LW US           2,400.2       (708.6)     330.9
LAMB WESTON       0L5 GR          2,400.2       (708.6)     330.9
LANTHEUS HOLDING  0L8 GR            255.0       (121.2)      71.3
LANTHEUS HOLDING  LNTH US           255.0       (121.2)      71.3
MADISON-A/NEW-WI  MSGN-W US         854.1     (1,033.7)     217.3
MANITOWOC FOOD    MFS US          1,817.7        (72.2)      39.5
MANITOWOC FOOD    6M6 GR          1,817.7        (72.2)      39.5
MANITOWOC FOOD    MFS1EUR EU      1,817.7        (72.2)      39.5
MANNKIND CORP     MNKD IT            96.1       (238.7)     (57.2)
MASCO CORP        MSQ QT          5,137.0       (103.0)   1,474.0
MASCO CORP        MAS1EUR EU      5,137.0       (103.0)   1,474.0
MASCO CORP        MSQ GR          5,137.0       (103.0)   1,474.0
MASCO CORP        MSQ TH          5,137.0       (103.0)   1,474.0
MASCO CORP        MAS* MM         5,137.0       (103.0)   1,474.0
MASCO CORP        MAS US          5,137.0       (103.0)   1,474.0
MCDONALDS - BDR   MCDC34 BZ      32,486.9     (1,624.1)    (174.6)
MCDONALDS CORP    MDO QT         32,486.9     (1,624.1)    (174.6)
MCDONALDS CORP    MCD* MM        32,486.9     (1,624.1)    (174.6)
MCDONALDS CORP    MCD TE         32,486.9     (1,624.1)    (174.6)
MCDONALDS CORP    MDO GR         32,486.9     (1,624.1)    (174.6)
MCDONALDS CORP    MDO TH         32,486.9     (1,624.1)    (174.6)
MCDONALDS CORP    MCDUSD SW      32,486.9     (1,624.1)    (174.6)
MCDONALDS CORP    MCDCHF EU      32,486.9     (1,624.1)    (174.6)
MCDONALDS CORP    MCD SW         32,486.9     (1,624.1)    (174.6)
MCDONALDS CORP    MCD CI         32,486.9     (1,624.1)    (174.6)
MCDONALDS CORP    MCD US         32,486.9     (1,624.1)    (174.6)
MCDONALDS-CEDEAR  MCD AR         32,486.9     (1,624.1)    (174.6)
MDC COMM-W/I      MDZ/W CN        1,642.3       (451.7)    (319.2)
MDC PARTNERS-A    MDCAEUR EU      1,642.3       (451.7)    (319.2)
MDC PARTNERS-A    MD7A GR         1,642.3       (451.7)    (319.2)
MDC PARTNERS-A    MDZ/A CN        1,642.3       (451.7)    (319.2)
MDC PARTNERS-A    MDCA US         1,642.3       (451.7)    (319.2)
MDC PARTNERS-EXC  MDZ/N CN        1,642.3       (451.7)    (319.2)
MEAD JOHNSON      MJN US          4,087.7       (472.1)   1,462.4
MEAD JOHNSON      0MJA TH         4,087.7       (472.1)   1,462.4
MEAD JOHNSON      0MJA GR         4,087.7       (472.1)   1,462.4
MEAD JOHNSON      0MJA QT         4,087.7       (472.1)   1,462.4
MEAD JOHNSON      MJNEUR EU       4,087.7       (472.1)   1,462.4
MEDLEY MANAGE-A   MDLY US           116.6        (23.4)      35.7
MERRIMACK PHARMA  MACK US           118.4       (227.1)       1.3
MERRIMACK PHARMA  MP6 GR            118.4       (227.1)       1.3
MERRIMACK PHARMA  MACKEUR EU        118.4       (227.1)       1.3
MICHAELS COS INC  MIK US          2,291.5     (1,659.5)     576.1
MICHAELS COS INC  MIM GR          2,291.5     (1,659.5)     576.1
MIDSTATES PETROL  MPO US            695.7     (1,533.1)       1.8
MONEYGRAM INTERN  MGI US          4,426.1       (208.5)       2.7
MOODY'S CORP      MCOEUR EU       5,019.3       (357.9)   1,614.4
MOODY'S CORP      DUT QT          5,019.3       (357.9)   1,614.4
MOODY'S CORP      DUT GR          5,019.3       (357.9)   1,614.4
MOODY'S CORP      MCO US          5,019.3       (357.9)   1,614.4
MOODY'S CORP      DUT TH          5,019.3       (357.9)   1,614.4
MOTOROLA SOLUTIO  MSI US          8,425.0       (952.0)     800.0
MOTOROLA SOLUTIO  MTLA TH         8,425.0       (952.0)     800.0
MOTOROLA SOLUTIO  MTLA GR         8,425.0       (952.0)     800.0
MOTOROLA SOLUTIO  MOT TE          8,425.0       (952.0)     800.0
MSG NETWORKS- A   MSGNEUR EU        854.1     (1,033.7)     217.3
MSG NETWORKS- A   1M4 TH            854.1     (1,033.7)     217.3
MSG NETWORKS- A   1M4 GR            854.1     (1,033.7)     217.3
MSG NETWORKS- A   MSGN US           854.1     (1,033.7)     217.3
NANOSTRING TECHN  NSTG US           102.3         (6.6)      61.9
NANOSTRING TECHN  0F1 GR            102.3         (6.6)      61.9
NANOSTRING TECHN  NSTGEUR EU        102.3         (6.6)      61.9
NATHANS FAMOUS    NFA GR             78.3        (67.3)      55.7
NATHANS FAMOUS    NATH US            78.3        (67.3)      55.7
NATIONAL CINEMED  XWM GR          1,029.8       (181.3)      75.4
NATIONAL CINEMED  NCMI US         1,029.8       (181.3)      75.4
NAVIDEA BIOPHARM  NAVB IT            11.2        (63.8)     (54.3)
NAVISTAR INTL     IHR TH          5,653.0     (5,293.0)     556.0
NAVISTAR INTL     NAV US          5,653.0     (5,293.0)     556.0
NAVISTAR INTL     IHR GR          5,653.0     (5,293.0)     556.0
NAVISTAR INTL     IHR QT          5,653.0     (5,293.0)     556.0
NEFF CORP-CL A    NFO GR            673.2       (150.2)      19.8
NEFF CORP-CL A    NEFF US           673.2       (150.2)      19.8
NEKTAR THERAPEUT  NKTR US           425.1        (67.9)     206.2
NEKTAR THERAPEUT  ITH GR            425.1        (67.9)     206.2
NEW ENG RLTY-LP   NEN US            192.7        (30.9)       -
NORTHERN OIL AND  NOG US            410.4       (476.1)     (26.3)
OCH-ZIFF CAPIT-A  OZM US          1,388.3       (251.3)       -
OCH-ZIFF CAPIT-A  35OA GR         1,388.3       (251.3)       -
OMEROS CORP       3O8 GR             72.8        (22.8)      44.6
OMEROS CORP       OMER US            72.8        (22.8)      44.6
OMEROS CORP       3O8 TH             72.8        (22.8)      44.6
OMEROS CORP       OMEREUR EU         72.8        (22.8)      44.6
ONCOMED PHARMACE  O0M GR            218.2         (3.2)     157.2
ONCOMED PHARMACE  OMED US           218.2         (3.2)     157.2
OPHTH0TECH CORP   OPHT US           350.6        (36.6)     289.8
PAPA JOHN'S INTL  PZZA US           498.8         (2.8)      17.6
PAPA JOHN'S INTL  PP1 GR            498.8         (2.8)      17.6
PENN NATL GAMING  PN1 GR          5,251.7       (553.9)    (199.9)
PENN NATL GAMING  PENN US         5,251.7       (553.9)    (199.9)
PHILIP MORRIS IN  4I1 GR         36,851.0    (10,900.0)   1,141.0
PHILIP MORRIS IN  PM US          36,851.0    (10,900.0)   1,141.0
PHILIP MORRIS IN  PMI SW         36,851.0    (10,900.0)   1,141.0
PHILIP MORRIS IN  4I1 QT         36,851.0    (10,900.0)   1,141.0
PHILIP MORRIS IN  PMI EB         36,851.0    (10,900.0)   1,141.0
PHILIP MORRIS IN  PM1EUR EU      36,851.0    (10,900.0)   1,141.0
PHILIP MORRIS IN  PM FP          36,851.0    (10,900.0)   1,141.0
PHILIP MORRIS IN  PMI1 IX        36,851.0    (10,900.0)   1,141.0
PHILIP MORRIS IN  PM1 TE         36,851.0    (10,900.0)   1,141.0
PHILIP MORRIS IN  4I1 TH         36,851.0    (10,900.0)   1,141.0
PHILIP MORRIS IN  PM1CHF EU      36,851.0    (10,900.0)   1,141.0
PINNACLE ENTERTA  65P GR          4,101.2       (356.9)    (120.4)
PINNACLE ENTERTA  PNK US          4,101.2       (356.9)    (120.4)
PITNEY BOWES INC  PBI US          5,839.7       (101.2)      (6.0)
PITNEY BOWES INC  PBW GR          5,839.7       (101.2)      (6.0)
PITNEY BOWES INC  PBIEUR EU       5,839.7       (101.2)      (6.0)
PITNEY BOWES INC  PBW TH          5,839.7       (101.2)      (6.0)
PLY GEM HOLDINGS  PG6 GR          1,348.9         (2.9)     310.6
PLY GEM HOLDINGS  PGEM US         1,348.9         (2.9)     310.6
PROS HOLDINGS IN  PRO US            227.7         (3.4)      76.9
PROS HOLDINGS IN  PH2 GR            227.7         (3.4)      76.9
QUINTILES IMS HO  QTS GR          4,128.8        (81.9)   1,023.2
QUINTILES IMS HO  Q US            4,128.8        (81.9)   1,023.2
REATA PHARMACE-A  2R3 GR            101.8       (212.3)      39.8
REATA PHARMACE-A  RETA US           101.8       (212.3)      39.8
REATA PHARMACE-A  RETAEUR EU        101.8       (212.3)      39.8
REGAL ENTERTAI-A  RGC US          2,477.6       (861.5)     (89.0)
REGAL ENTERTAI-A  RETA GR         2,477.6       (861.5)     (89.0)
REGAL ENTERTAI-A  RGC* MM         2,477.6       (861.5)     (89.0)
RESOLUTE ENERGY   R21 GR            294.9       (339.1)     (16.8)
RESOLUTE ENERGY   RENEUR EU         294.9       (339.1)     (16.8)
RESOLUTE ENERGY   REN US            294.9       (339.1)     (16.8)
REVLON INC-A      REV US          3,113.7       (559.6)     457.4
REVLON INC-A      RVL1 GR         3,113.7       (559.6)     457.4
RYERSON HOLDING   7RY TH          1,643.3        (33.2)     696.4
RYERSON HOLDING   7RY GR          1,643.3        (33.2)     696.4
RYERSON HOLDING   RYI US          1,643.3        (33.2)     696.4
SALLY BEAUTY HOL  S7V GR          2,109.9       (289.0)     687.4
SALLY BEAUTY HOL  SBH US          2,109.9       (289.0)     687.4
SANCHEZ ENERGY C  SN* MM          1,185.1       (761.1)     265.1
SANCHEZ ENERGY C  SN US           1,185.1       (761.1)     265.1
SANCHEZ ENERGY C  13S TH          1,185.1       (761.1)     265.1
SANCHEZ ENERGY C  13S GR          1,185.1       (761.1)     265.1
SANDRIDGE ENERGY  SA2B GR         1,886.5     (2,675.5)     585.8
SANDRIDGE ENERGY  SA2B TH         1,886.5     (2,675.5)     585.8
SANDRIDGE ENERGY  SDEUR EU        1,886.5     (2,675.5)     585.8
SANDRIDGE ENERGY  SD US           1,886.5     (2,675.5)     585.8
SBA COMM CORP     4SB GR          7,915.7     (1,669.1)     119.4
SBA COMM CORP     SBACEUR EU      7,915.7     (1,669.1)     119.4
SBA COMM CORP     SBJ TH          7,915.7     (1,669.1)     119.4
SBA COMM CORP     SBAC US         7,915.7     (1,669.1)     119.4
SCIENTIFIC GAM-A  SGMS US         7,376.6     (1,750.0)     417.1
SCIENTIFIC GAM-A  TJW GR          7,376.6     (1,750.0)     417.1
SEARS HOLDINGS    SEE QT         10,865.0     (3,375.0)     236.0
SEARS HOLDINGS    SEE GR         10,865.0     (3,375.0)     236.0
SEARS HOLDINGS    SHLD US        10,865.0     (3,375.0)     236.0
SEARS HOLDINGS    SEE TH         10,865.0     (3,375.0)     236.0
SILVER SPRING NE  SSNI US           437.4        (21.3)      19.2
SILVER SPRING NE  9SI TH            437.4        (21.3)      19.2
SILVER SPRING NE  SSNIEUR EU        437.4        (21.3)      19.2
SILVER SPRING NE  9SI GR            437.4        (21.3)      19.2
SIRIUS XM CANADA  SIICF US          311.5       (125.2)    (154.9)
SIRIUS XM CANADA  XSR CN            311.5       (125.2)    (154.9)
SIRIUS XM HOLDIN  SIRI US         8,003.6       (792.0)  (2,026.0)
SIRIUS XM HOLDIN  RDO TH          8,003.6       (792.0)  (2,026.0)
SIRIUS XM HOLDIN  RDO QT          8,003.6       (792.0)  (2,026.0)
SIRIUS XM HOLDIN  RDO GR          8,003.6       (792.0)  (2,026.0)
SONIC CORP        SONCEUR EU        593.3       (118.2)      33.6
SONIC CORP        SONC US           593.3       (118.2)      33.6
SONIC CORP        SO4 GR            593.3       (118.2)      33.6
SUPERVALU INC     SJ1 QT          4,474.0       (253.0)    (747.0)
SUPERVALU INC     SJ1 TH          4,474.0       (253.0)    (747.0)
SUPERVALU INC     SVU US          4,474.0       (253.0)    (747.0)
SUPERVALU INC     SJ1 GR          4,474.0       (253.0)    (747.0)
SYNTEL INC        SYNT US         1,705.1       (220.7)      97.2
SYNTEL INC        SYE GR          1,705.1       (220.7)      97.2
TABULA RASA HEAL  TRHC US            73.9         (2.4)     (37.0)
TABULA RASA HEAL  TRHCEUR EU         73.9         (2.4)     (37.0)
TABULA RASA HEAL  43T GR             73.9         (2.4)     (37.0)
TAILORED BRANDS   TLRD US         2,175.1        (77.7)     726.2
TAILORED BRANDS   TLRD* MM        2,175.1        (77.7)     726.2
TAILORED BRANDS   WRMA GR         2,175.1        (77.7)     726.2
TAUBMAN CENTERS   TU8 GR          4,010.9        (62.0)       -
TAUBMAN CENTERS   TCO US          4,010.9        (62.0)       -
TRANSDIGM GROUP   T7D GR         10,037.1     (1,874.6)   1,536.5
TRANSDIGM GROUP   TDGCHF EU      10,037.1     (1,874.6)   1,536.5
TRANSDIGM GROUP   TDG SW         10,037.1     (1,874.6)   1,536.5
TRANSDIGM GROUP   TDGEUR EU      10,037.1     (1,874.6)   1,536.5
TRANSDIGM GROUP   T7D QT         10,037.1     (1,874.6)   1,536.5
TRANSDIGM GROUP   TDG US         10,037.1     (1,874.6)   1,536.5
ULTRA PETROLEUM   UPLEUR EU       1,420.2     (2,895.9)     308.6
ULTRA PETROLEUM   UPM GR          1,420.2     (2,895.9)     308.6
ULTRA PETROLEUM   UPLMQ US        1,420.2     (2,895.9)     308.6
UNISYS CORP       UIS US          2,021.6     (1,647.4)      45.7
UNISYS CORP       UISCHF EU       2,021.6     (1,647.4)      45.7
UNISYS CORP       USY1 GR         2,021.6     (1,647.4)      45.7
UNISYS CORP       UISEUR EU       2,021.6     (1,647.4)      45.7
UNISYS CORP       USY1 TH         2,021.6     (1,647.4)      45.7
UNISYS CORP       USY LN          2,021.6     (1,647.4)      45.7
UNISYS CORP       UIS1 SW         2,021.6     (1,647.4)      45.7
VALVOLINE INC     VVVEUR EU       1,865.0       (286.0)     266.0
VALVOLINE INC     0V4 GR          1,865.0       (286.0)     266.0
VALVOLINE INC     VVV US          1,865.0       (286.0)     266.0
VECTOR GROUP LTD  VGR GR          1,464.7       (198.6)     566.4
VECTOR GROUP LTD  VGR QT          1,464.7       (198.6)     566.4
VECTOR GROUP LTD  VGR US          1,464.7       (198.6)     566.4
VERISIGN INC      VRS TH          2,334.6     (1,200.6)     320.4
VERISIGN INC      VRS GR          2,334.6     (1,200.6)     320.4
VERISIGN INC      VRSN US         2,334.6     (1,200.6)     320.4
VERSUM MATER      VSM US          1,043.8       (103.4)     363.7
VERSUM MATER      2V1 TH          1,043.8       (103.4)     363.7
VERSUM MATER      2V1 GR          1,043.8       (103.4)     363.7
VERSUM MATER      VSMEUR EU       1,043.8       (103.4)     363.7
VIEWRAY INC       VRAY US            55.8        (33.5)       9.0
WEIGHT WATCHERS   WW6 QT          1,261.4     (1,228.3)     (98.6)
WEIGHT WATCHERS   WW6 GR          1,261.4     (1,228.3)     (98.6)
WEIGHT WATCHERS   WTW US          1,261.4     (1,228.3)     (98.6)
WEIGHT WATCHERS   WTWEUR EU       1,261.4     (1,228.3)     (98.6)
WEIGHT WATCHERS   WW6 TH          1,261.4     (1,228.3)     (98.6)
WEST CORP         WSTC US         3,440.8       (441.8)     199.7
WEST CORP         WT2 GR          3,440.8       (441.8)     199.7
WESTMORELAND COA  WME GR          1,719.7       (581.2)     (43.5)
WESTMORELAND COA  WLB US          1,719.7       (581.2)     (43.5)
WINGSTOP INC      EWG GR            112.3        (79.9)      (4.5)
WINGSTOP INC      WING US           112.3        (79.9)      (4.5)
WINMARK CORP      GBZ GR             43.5        (15.7)      13.5
WINMARK CORP      WINA US            43.5        (15.7)      13.5
WYNN RESORTS LTD  WYR GR         10,925.9        (64.4)     626.9
WYNN RESORTS LTD  WYR QT         10,925.9        (64.4)     626.9
WYNN RESORTS LTD  WYR TH         10,925.9        (64.4)     626.9
WYNN RESORTS LTD  WYNNCHF EU     10,925.9        (64.4)     626.9
WYNN RESORTS LTD  WYNN SW        10,925.9        (64.4)     626.9
WYNN RESORTS LTD  WYNN US        10,925.9        (64.4)     626.9
WYNN RESORTS LTD  WYNN* MM       10,925.9        (64.4)     626.9
YRC WORLDWIDE IN  YEL1 TH         1,770.0       (416.2)     218.9
YRC WORLDWIDE IN  YRCWEUR EU      1,770.0       (416.2)     218.9
YRC WORLDWIDE IN  YRCW US         1,770.0       (416.2)     218.9
YRC WORLDWIDE IN  YEL1 GR         1,770.0       (416.2)     218.9
YUM! BRANDS INC   YUMUSD SW       5,478.0     (5,656.0)     113.0
YUM! BRANDS INC   YUM US          5,478.0     (5,656.0)     113.0
YUM! BRANDS INC   YUMCHF EU       5,478.0     (5,656.0)     113.0
YUM! BRANDS INC   YUM SW          5,478.0     (5,656.0)     113.0
YUM! BRANDS INC   YUMEUR EU       5,478.0     (5,656.0)     113.0
YUM! BRANDS INC   TGR TH          5,478.0     (5,656.0)     113.0
YUM! BRANDS INC   TGR GR          5,478.0     (5,656.0)     113.0


                            *********

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
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

                   *** End of Transmission ***