TCR_Public/170220.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, February 20, 2017, Vol. 21, No. 50

                            Headlines

2260 EAST MAIN: Case Summary & Unsecured Creditor
25-54 CRESCENT: Wants to Use Crescent Funding's Cash Collateral
5 STAR INVESTMENT: Trustee Selling South Bend Property for $129K
9800 WEDDINGS: Case Summary & 2 Unsecured Creditors
ABENGOA BIOENERGY: Unsecureds to Get 34.2% Under Liquidating Plan

ACHAOGEN INC: ARCH Venture Ceases to be 5% Shareholder
ACHAOGEN INC: Moshe Arkin Ceases to be 5% Shareholder
ADVANCED PRIMARY: Treasury to be Fully Paid at 5.25% Interest
AECOM: S&P Rates New $750MM Unsecured Notes Due 2027 'BB'
AFFINITY HEALTHCARE: Has Interim OK to Use Cash; March 16 Hearing

AFTOKINITO RALLY: Case Summary & 20 Largest Unsecured Creditors
ALL PHASE STEEL: Can Use Cash Collateral Until Feb. 28
AMBULATORY ENDOSCOPIC: Disclosures OK'd; Plan Hearing on March 15
ARABELLA EXPLORATION INC: Chapter 15 Case Summary
ARM VENTURES: Lender Allowed to Foreclosure on Miami Beach Property

ATLANTIC CITY MUA: Moody's Affirms B3 Rating on Water Revenue Debt
ATLANTIC CITY MUA: S&P Affirms 'B-' Rating on Water System Bonds
ATOPTECH INC: US Trustee Says Proposed $1M Breakup Fee Excessive
AVON PRODUCTS: S&P Affirms 'B' CCR & Revises Outlook to Positive
BATS GLOBAL: S&P Raises Rating to 'BB+' on Improved Finances

BAUSMAN AND COMPANY: Case Summary & 20 Largest Unsecured Creditors
BERNARD L. MADOFF: Court Won't Revisit ERISA Lawsuit
BERTELLI REALTY: Hearing on Cash Collateral Motion Continued
BIOSERV CORPORATION: Unsecureds to Get 100%, Plus Interest
BLUESTEM BRANDS: S&P Lowers CCR to 'B' on Weak Performance

BLUFF CITY SHEET: US Trustee Tries to Block Disclosures Okay
BPS US HOLDINGS: CPO Files 2nd Report
BROADWAY EQUITY: Case Summary & 10 Unsecured Creditors
BROOKLYN INTERIORS: Seeks April 18 Extension of Plan Filing Period
BROOKS FURNITURE: Court Allows Use of Wells Fargo Cash Collateral

BRUNO HOLDINGS: Seeks to Hire Pick & Zabicki as New Legal Counsel
BRUNO HOLDINGS: Taps Frances Caruso as Bookkeeper
CADIZ INC: Nokomis Capital Reports 9.9% Equity Stake as of Dec. 31
CAPITAL TRANSPORTATION: Seeks to Hire David A. Ray as New Counsel
CAROLINA MOLD: Allowed to Use Cash Collateral Until March 7

CHESAPEAKE ENERGY: 6.50% Senior Notes Delisted from NYSE
CHICO HEALTH: Case Summary & 15 Unsecured Creditors
COMPOUNDING DOCS: Can Use Stonegate Bank's Collateral Until March 1
CONTINENTAL RESOURCES: S&P Affirms 'BB+' CCR on Increased Spending
CS MINING: Seeks September 30 Plan Exclusivity Extension

DALLAS CO. SCHOOLS: Moody's Lowers Promissory Notes Rating to B1
DAVID AND VERDA: Wants to Use Cash for Adequate Protection Payments
DBDFW2 LLC: To Pay $500 for 60 Months to Unsecured Creditors' Pool
DEPENDABLE AUTO: Case Summary & 20 Largest Unsecured Creditors
DEWEY & LEBOEUF: Wells Fargo Had Internal Concerns Over High Debt

DORAL FINANCIAL: Wants Ronald Stewart's $12M Claim Capped
DRAW ANOTHER CIRCLE: Court Confirms Liquidation Plan
DUER WAGNER: Plan Confirmation Hearing on March 21
EASTERN OUTFITTERS: Seeks to Hire AP Services & S. Ware as CRO
ENERGY FUTURE: Has Settlement Over Postpetition Interest Claims

ESSAR STEEL: To Discuss With Minn. Scheduling for Plan Hearings
ETERNAL ENTERPRISE: Court Renders Moot Cash Use Prohibition
ETERNAL ENTERPRISE: Wants To Use Cash Collateral
FIRST PHOENIX-WESTON: Plan Confirmation Hearing on March 10
FIRST PHOENIX-WESTON: Sabra Asks Court to Deny Disclosure Statement

FOLTS HOME: Case Summary & 20 Largest Unsecured Creditors
FORBES ENERGY: Hires BDO USA to Provide Tax and Audit Services
FORBES ENERGY: Hires Winstead as Corporate and Securities Counsel
FOSSIL GROUP: S&P Lowers CCR to 'BB' on Weakening Profits
FREEDOM MORTGAGE: S&P Affirms 'B' ICR; Outlook Remains Stable

GANDER MOUNTAIN: Preparing to File for Bankruptcy
GATEWAY ENTERTAINMENT: Gets Court Approval for Plan Outline
GEMINI PROPERTY: Unsecureds to Recoup 5% in 5 Years
H. BURKHART: Plan Outline Info Inadequate, Lender Says
HANSELL/MITZELL: Asks for Court Okay to Use Cash Collateral

HANSELL/MITZELL: Selling Washington Properties for $636K
HCA HOLDINGS: Fitch Corrects October 20, 2016 Release
HCA INC: Fitch Assigns 'BB+/RR1' Rating to $1.2BB Term Loan B-8
HEARTLAND DENTAL: S&P Affirms 'B-' CCR & Revises Outlook to Neg.
HEXION INC: Maturity of $350M ABL Facility Extended to Dec. 2021

HOVNANIAN ENTERPRISES: Sirwart Hovnanian Owns 2.7% Class A Shares
IHEARTCOMMUNICATIONS INC: CCOH Declares Special Cash Dividend
IHEARTCOMMUNICATIONS INC: IHM to Sell Intellectual Property to CCOH
IMPLANT SCIENCES: Delays Q2 Financial Report, Sees $5M Net Loss
IMPLANT SCIENCES: Equity Panel's Claims v. DMRJ, Monstant Trimmed

INTERNATIONAL SHIPHOLDING: Plan Gets Majority of Creditors' OK
IPAYMENT INC: Debt Exchange Offer No Impact on Moody's Caa2 CFR
ITS BASHERT: Seeks to Hire Morrison Tenenbaum as Legal Counsel
JAMES F. HUMPHREYS: Court Approves Plan, Disclosure Statement
JG NASCON: Has Court's Final Nod to Use M&T Bank's Cash Collateral

KATE SPADE: Strategic Alternatives No Impact on Moody's Ratings
KEYPOINT GOVERNMENT: Moody's Affirms B3 Corporate Family Rating
KHWY INC: Proposes to Use WOLV Cash Collateral Until Aug. 31
KOPH INC.: Katie O'Connor's Buying All Assets for $33K
LADERA PARENT: Seeks to Hire Morris Nichols as Special Counsel

LANGUAGE LINE: S&P Affirms Then Withdraws 'B' CCR
LAURA ELSHEIMER: Revises Plan Provision on Treatment of VCC Claim
LEADER INDUSTRIES: Combined Plan, Disclosures Hearing on Feb. 28
LEXINGTON CONSTRUCTION: Voluntary Chapter 11 Case Summary
LIBERTY ASSET: Litchi Buying Rowland Heights Property for $460K

LINEAGE LOGISTICS: S&P Revises Outlook to Pos. & Affirms 'B' CCR
LYNEIL MITCHELL: Intends to Use Cash Collateral of Ameriserv
MADISON MAIDENS: Unsecureds to Recover 100% Under Plan
MAHOPAC FARMS: Case Summary & 7 Unsecured Creditors
MEDICAL CENTER: Fitch Withdraws BB+ Municipal Bond Ratings

MEMORIAL PRODUCTION: Hires KPMG as Auditor
MGIC INVESTMENT: S&P Raises LT Counterparty Credit Rating to BB+
MOLINA HEALTHCARE: S&P Affirms 'BB' Counterparty Credit Rating
MOTORS LIQUIDATION: $486.6M Net Assets in Liquidation at Dec 31
MOTORS LIQUIDATION: Immigon Asks Court to be Excluded From Suit

NAVIOS MARITIME: S&P Affirms 'B' CCR on Sustained Credit Ratios
NEW ATRIUM: Involuntary Chapter 11 Case Summary
NEW COVENANT: Hires Bond Law as Attorneys
NEW GLOBAL: Provides Update on Solar Production, Add'l Markets
NEWASURION CORP: S&P Raises ICR to 'B+'; Outlook Stable

NGL ENERGY: Fitch Hikes Sr. Unsecured Rating to B+
NGL ENERGY: Moody's Lowers CFR to B1 & Affirms B2 Notes Rating
NGL ENERGY: S&P Assigns 'BB-' Rating on New $450MM Unsec. Notes
NICKLAS LLC: Lehman Loan to be Paid in Full Plus 3% Over 25 Years
NORTH PHILADELPHIA: MMP Buying Former Hospital Property for $8.1M

NORTHERN OIL: Vanguard Group Reports 5.38% Stake as of Dec. 31
ORTHO-CLINICAL DIAGNOSTICS: S&P Affirms 'B-' CCR, Outlook Neg.
OTEX RESOURCES: May Use Up to $10,000 of Cash Collateral
PALMER FARMS: Proposes to Reduce Lender's $4.3MM Secured Claim
PARAGON OFFSHORE: Donald Smith No Longer Holds Stake

PEABODY ENERGY: Susquehanna et al. Report 4% Equity Stake
PERFORMANCE SPORTS: Settles with Q30 Sports on Sale, Licensing
PETROQUEST ENERGY: Oppenheimer & Co Owns 5.04% of Shares
PIONEER ENERGY: BNY Mellon Ceases to be 5% Shareholder
PLATINUM PARTNERS: Replacing Dechert LLP With New Counsel

PONTIAC CITY SD: Moody's Affirms Caa1 Issuer Rating
PRESTIGE INDUSTRIES: Hires SSG Advisors as Investment Banker
PRESTIGE INDUSTRIES: Russell R. Johnson Representing Utilities
PRIME GLOBAL: Incurs US$912K Net Loss in Fiscal 2016
QUOTIENT LIMITED: Ameriprise Financial Reports 5.72% Equity Stake

QUOTIENT LIMITED: Paul Cowan Owns 12.73% of Ordinary Shares
RESOLUTE ENERGY: 2017 L-T Incentive Compensation Awards Approved
RITA RESTAURANT: Has Interim Authorization to Use Cash Collateral
ROOSEVELT UNIVERSITY: Fitch Lowers 2007/2009 Bonds Rating to BB
ROYALTY PARTNERS: P. Marshall Has $75K Unsecured Claim

ROZEL JEWELER'S: CAN Capital to be Paid in Full at 3.75% in 5 Yrs
SCIENTIFIC GAMES: Vanguard Group Holds 5.29% of Shares
SCOTT SWIMMING: Can Use Webster's Cash Collateral Until Feb. 28
SEANERGY MARITIME: CVI Investments Ceases to be 5% Shareholder
SEARS HOLDINGS: To Cut $1-Bil. in Expenses, Combine Brands

SEVEN HILLS: Wants To Obtain DIP Financing From Bank of James
SHOBRA LLC: Seeks to Hire Robert Davis as Legal Counsel
SIGNAL GENETICS: Stockholders OK Merger with Miragen Therapeutics
SKYLINE CORP: Tontine Asset Holds 9.7% Equity Stake as of Dec. 31
SORENSON COMMUNICATIONS: S&P Raises Rating on $550MM Loan to 'B+'

SOUTHWEST CUTTERS: Wants to Use Team Growth's Cash Collateral
SPANISH BROADCASTING: S&P Lowers CCR to 'CCC-' on Debt Maturity
SPANISH BROADCASTING: Third Avenue Reports 15.35% Stake
SQUARETWO FINANCIAL: Moody's Withdraws Caa2 Corp. Family Rating
STATE DRIVE-IN: Sovereign Bank's Secured Claim Increased to $36K

STEINY AND COMPANY: Taps Barron & Associates as Special Counsel
STONE ENERGY: Court Approves Sale of Appalachia Assets to EQT
SUCCESS INC: Can Continue Using Cash Collateral Thru March 31
SUNEDISON INC: Needs Until March 29 to File Chapter 11 Plan
SYNICO STAFFING: Case Summary & 20 Largest Unsecured Creditors

TEAM EXPRESS: Junction Solution Objects to Disclosure Statement
TEXARKANA ARKANSAS: Equity Interest Holders Settle State Court Suit
THOMAS WILKINS: Bid to Convert Case to Chapter 11 Granted
TIAT CORPORATION: Unsecureds to Get Nothing Under Latest Plan
TLC HEALTH NETWORK: Cash Collateral Use Extended Until March 27

TOSHIBA CORP: Books $6.3-Bil. Loss, Bankruptcy Looms
TOWERSTREAM CORP: Barry Honig No Longer a Shareholder
TRANSMAR COMMODITY: Can Use ABN AMRO Cash Collateral Thru March 31
TRIANGLE USA: Court Approves $250M Exit Financing
TRILOGY DIAGNOSTICS: Names Joyce Lindauer as Counsel

TROCOM CONSTRUCTION: Disclosures Conditionally Okayed
TVR INC: Names C Stephen Gurdin, Jr, as Co-counsel
ULTRA PETROLEUM: Has $2.4MM Exit Loan Commitment from Barclays
ULTRA PETROLEUM: Plan Confirmation Hearing on March 14
ULTRA PETROLEUM: Salt Run Discloses 4% Equity Stake

ULTRA PETROLEUM: Warlander Discloses 9.9% Equity Stake
UNIQUE MOTORSPORTS: Has Interim Authority to Use Cash Collateral
UNIQUE VENTURES: Seeks to Hire Leech Tishman as Legal Counsel
UNIQUE VENTURES: Taps D. Rudov, Scott Hare as Legal Counsel
UNIVISION COMMUNICATIONS: S&P Raises CCR to B+ on Reduced Leverage

VERTEX ENERGY: Prescott Group Reports 9.9% Stake as of Dec. 31
VIRTUS INVESTMENT: Moody's Assigns Ba2 Corporate Family Rating
VIRTUS INVESTMENT: S&P Assigns 'BB+' ICR, Outlook Stable
WAGES MANOR: Case Summary & 2 Unsecured Creditors
WEATHERFORD INTERNATIONAL: CVI Investments Holds 9.9% Equity Stake

WEATHERFORD INTERNATIONAL: Vanguard Group Reports 8% Equity Stake
WILKINSON FLOOR: Seeks to Hire Blake D. Gunn as Legal Counsel
ZODIAC INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
[*] Jon Emswiler Joins B. Riley's Corporate Restructuring Team
[*] Moody's Forecasts Lower Default Rate for 2017


                            *********

2260 EAST MAIN: Case Summary & Unsecured Creditor
-------------------------------------------------
Debtor: 2260 East Main Street, LLC
        7545 Irvine Center Drive, Suite 200
        Irvine, CA 92618

Case No.: 17-10571

Chapter 11 Petition Date: February 16, 2017

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Hon. Mark S Wallace

Debtor's Counsel: Robert P Goe, Esq.
                  GOE & FORSYTHE, LLP
                  18101 Von Karman, Ste 1200
                  Irvine, CA 92612
                  Tel: 949-798-2460
                  Fax: 949-955-9437
                  E-mail: kmurphy@goeforlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Brent McMahon, managing member.

The Debtor listed Forest River, Inc., holding a claim of $600,000,
as its lone unsecured creditor.

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

          http://bankrupt.com/misc/cacb17-10571.pdf


25-54 CRESCENT: Wants to Use Crescent Funding's Cash Collateral
---------------------------------------------------------------
25-54 Crescent Realty LLC asks for authorization from the U.S.
Bankruptcy Court for the Eastern District of New York to use rent
as cash collateral in which Crescent Funding LLC may assert a
security interest, to pay the Debtor's ordinary and necessary
business expenses as they become due, until the date of the final
hearing in order to pay expenses.

The postpetition date rent is cash collateral of the secured party,
Crescent Funding.  The Debtor believes that there is significant
combined equity in the real property -- three parcels of real
property at: (i) 25-54/56 Crescent Street, Astoria, New York 11102;
(ii) 25-58 Crescent Street, Astoria, New York 11102; and (iii) 116
Spruce Street, Tannersville, New York -- over and above the
consolidated loan.  As of the Petition Date, the Real Property is
valued at $4,100,000.

The Debtor believes that there may be a generous "equity cushion"
protecting the Secured Party's interest.  The Debtor is prepared to
pay the Secured Party monthly cash payments in an amount equal to
the taxes and insurance of the Real Property.

The Debtor tells the Court that it will suffer immediate and
irreparable harm if it is unable to utilize the Rent to cover the
Debtor's operational expenses provided in the budget.

Specifically, the Real Property is the sole asset of the Debtor.
Without the ability to cover the necessary expenses of the Real
Property, including regular maintenance, utilities, and other
expenses, as they become due the Debtor will be unable to propose a
meaningful reorganization of the Debtor.

A copy of the motion is available at:

           http://bankrupt.com/misc/nyeb17-40560-11.pdf

The Debtor executed and delivered on Feb. 2, 2010, three documents
to Alma Bank in exchange for the sum of $600,000: (a) a promissory
note; (b) a construction mortgage on 25-54/56 Crescent Street and
25-58 Crescent Street; and (c) an assignment of leases and rents
from 25-54/56 Crescent Street and 25-58 Crescent Street.  On May 5,
2012, the Debtor executed and delivered three documents to
Alma Bank in exchange for an additional $1,292,514.92: (1) a
mortgage on the Real Property; (2) an assignment of leases and
rents from the Real Property; and (3) a building loan consolidation
modification, extension and spreader agreement, consolidating (a)
the construction loan and second loan into a single loan with an
unpaid principal balance of $1,875,000; and (b) the construction
assignment of rents and second assignment of Rents into a combined
assignment of rents.  The Debtor failed to pay the Consolidated
Loan upon its maturity.

On Dec. 24, 2014, Alma Bank commenced a foreclosure action against
the Debtor in the Supreme Court of the State of New York, County of
Queens.  On March 25, 2015, a receiver was appointed by the State
Court to collect the Rents.  As of the Petition Date, the Receiver
collects rent in the total monthly amount of $17,400.  On April 9,
2015, a referee was appointed by the State Court to calculated
amounts due to the Secured Party and sell the Real Property.  

On May 14, 2015, Alma Bank assigned its rights, title, and interest
in the Construction Mortgage, Second Mortgage, CEMA, and
Consolidated Loan, as well as its rights, title and interest in the
Consolidated Assignment of Rents, to the Secured Party.  

On Dec. 19, 2016, the State Court entered a judgment of foreclosure
and sale in the Foreclosure Action.  The Judgment of Foreclosure
includes a report of the Referee, which indicates that the Secured
Party was owed $2,470,004.22 as of Nov. 30, 2015.  A foreclosure
sale was scheduled for Feb. 10, 2017.

Headquartered in Astoria, New York, 25-54 Crescent Realty LLC filed
for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No.
17-40560) on Feb. 8, 2017, disclosing $4.55 million in total assets
and $3.25 million in total liabilities.  The petition was signed by
Petros Konstantelos, member.

Judge Carla E. Craig presides over the case.

Peter Corey, Esq., and Michael J Macco, Esq., at Macco & Stern,
LLP, serve as the Debtor's bankruptcy counsel.


5 STAR INVESTMENT: Trustee Selling South Bend Property for $129K
----------------------------------------------------------------
Douglas R. Adelsperger, the Chapter 11 trustee of 5 Star Investment
Group, LLC and affiliates, asks the U.S. Bankruptcy Court for the
Northern District of Indiana to authorize the private sale of real
property located in St. Joseph County (Indiana), commonly known as
23401 Amber Valley Drive, South Bend, Indiana, to Corey J. Gizzi
for $129,000.

On Jan. 25, 2016, the Debtors filed voluntary petitions for relief
under chapter 11 of the Bankruptcy Code.

On Feb. 9, 2016, the United States Trustee filed her Emergency
Motion for an Order Directing the Appointment of a Trustee or, in
the Alternative, Conversion to Chapter 7, and Request for an
Expedited Hearing on the Motion ("UST Motion").  Following a Feb.
16, 2016 hearing on the UST Motion, the Court entered an Agreed
Order for the Appointment of a Chapter 11 Trustee.  On Feb. 29,
2016, the Trustee was appointed as the chapter 11 trustee in each
of the Debtors' bankruptcy cases.

On March 23, 2016, the Court entered its Order Granting Motion for
Joint Administration, consolidating the Bankruptcy Cases for
purposes of administration only.

On June 24, 2016, the Court entered its Agreed Order Granting
Trustee's Motion for Substantive Consolidation, substantively
consolidating the Debtors' bankruptcy cases for all postpetition
matters and purposes, effective as of the Petition Date, and
deeming that all assets and liabilities of the bankruptcy cases to
be consolidated into 1 bankruptcy estate, to be administered in
accordance with the Bankruptcy Code under the jurisdiction of the
Court ("Consolidated Bankruptcy Estate").

On July 21, 2016, the Court entered Order Granting Application to
Employ Tiffany Group Real Estate Advisors, LLC as the Bankruptcy
Estates' Broker, authorizing the employment of Tiffany Group Real
Estate Advisors, LLC as real estate brokers with respect to the
sale of real estate in these bankruptcy cases.  Pursuant to the
agreement between the Trustee and Tiffany Group approved by the
Court, Tiffany Group is entitled to receive a commission of 5%) of
the total purchase price for all sales that were obtained solely
through the efforts of the Tiffany Group.

Prior to the Petition Date, 5 Star Investment Group transferred to
Michael Alfrey and Michelle Alfrey the property.  After
investigating the transfer of the property, the Trustee determined
that it was for less than fair consideration.  The Alfreys agreed
to deed the property to the Consolidated Bankruptcy Estate, which
such deed was recorded on Nov. 23, 2016 in the Office of the
Recorder of St. Joseph County (Indiana), as Instrument No. 1631749.


The property is subject to a Tax Lien for real estate taxes that
have accrued for 2016 and will accrue for 2017.  Upon information
and belief, the property is not subject to any other liens,
encumbrances, claims or interests, other than the Tax Lien.

On Feb. 7, 2017, pursuant to the sole efforts of the Tiffany Group,
the Trustee entered into the Purchase Agreement for the sale of the
property to the Purchaser for the total purchase price of
$129,000.

Pursuant to the Purchase Agreement, the Purchaser has represented
and warranted to the Trustee that: (i) the Purchaser is not an
insider of one or more of the Debtors; (ii) the proposed sale
represents an arms-length transaction between the parties, made
without fraud or collusion with any other person; and (iii) there
has been no attempt to take any unfair advantage of the Trustee.
Accordingly, the Purchaser will be deemed to be purchasing the
property in good faith pursuant to section 363(m) of the Bankruptcy
Code.

In addition, the Purchase Agreement provides for the sale of the
property, free and clear of all liens, encumbrances, claims and
interests; provided however, the property is to be sold subject to
all easements, covenants, restrictions, declarations or agreements
of record, in addition to those matters that would be disclosed
upon a visual inspection of the property.

The Purchase Agreement also provides that any portion of the Tax
Lien that represents delinquent real estate taxes, including real
estate taxes that have accrued for 2016, will be paid in full at
closing.  In addition, the Purchase Agreement provides that any
portion of the Tax Lien that represents real estate taxes for 2017
will be prorated as of the date immediately prior to the date of
closing.  Moreover, the Purchase Agreement provides that any other
special assessment liens, utilities, water and sewer charges and
any other charges customarily prorated in similar transactions will
be prorated as of the date immediately prior to the date of
closing.

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

           http://bankrupt.com/misc/Star_Investment_623_Sales.pdf

The Trustee submits that the proposed sale pursuant to the Purchase
Agreement, will accomplish a "sound business purpose" and will
result in the maximized value for the property.  He believes, based
on the advice of the Tiffany Group, that the purchase price of
$129,000 reflects the fair market value of the property, and it
therefore maximizes recovery.

Accordingly, the Trustee asks the Court enter an order authorizing
the Trustee, on behalf of the Consolidated Bankruptcy Estates, to
(i) sell the property to the Purchaser free and clear of all liens,
encumbrances, claims and interests pursuant to the terms and
conditions of the Purchase Agreement; (ii) disburse from the sale
proceeds, first to pay the costs and expenses of the sale,
including the commission owed to Tiffany Group (approximately
$6,4500), second to pay all real estate taxes and assessments
outstanding and unpaid at the time of the sale, including the Tax
Lien, and third to pay the prorated portions for any other special
assessment liens, utilities, water and sewer charges and any other
charges customarily prorated in similar transactions; and (iii)
retain the excess proceeds from the sale until further order of the
Court.

The Trustee asks the Court to waive the requirements of Bankruptcy
Rule 6004(h).

The Trustee:

        Douglas R. Adelsperger
        Adelsperger & Kleven, LLP
        111 West Wayne Street
        Fort Wayne, IN
        E-mail: dra@adelspergerkleven.com

The Trustee's counsel:

        Meredith R. Theisen, Esq.
        Deborah J. Caruso
        John C. Hoard
        James E. Rossow, Jr.
        RUBIN & LEVIN, P.C.
        135 N. Pennsylvania St., Suite 1400
        Indianapolis, IN
        E-mail: mtheisen@rubin-levin.net          
                dcaruso@rubin-levin.net
                johnh@rubin-levin.net      
                jim@rubin-levin.net
      
                 About 5 Star Investment Group

5 Star Investment Group, LLC, and its 10 affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Ind. Lead Case No. 16-30078) on Jan. 25, 2016.  5 Star estimated
its assets at up to $50,000 and its liabilities between $1 million
and $10 million.   The Debtor's counsel is Katherine C. O'Malley,
Esq., at Cozen O'Connor, in Chicago, Illinois.

The cases are assigned to Judge Harry C. Dees, Jr.

On Feb. 29, 2016, Douglas R. Adelsperger was appointed as Chapter
11 trustee in each of the bankruptcy cases.

On March 23, 2016, the Court entered an order consolidating the
bankruptcy cases for purposes of administration only.


9800 WEDDINGS: Case Summary & 2 Unsecured Creditors
---------------------------------------------------
Debtor: 9800 Weddings, LLC
        1849 W. Chapala
        Tucson, AZ 85704

Case No.: 17-01376

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: February 15, 2017

Court: United States Bankruptcy Court
       District of Arizona (Tucson)

Judge: Hon. Brenda Moody Whinery

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  ERIC SLOCUM SPARKS, P.C.
                  3505 N Campbell Ave #501
                  Tucson, AZ 85719
                  Tel: 520-623-8330
                  Fax: 520-623-9157
                  E-mail: law@ericslocumsparkspc.com

Total Assets: $800,000

Total Liabilities: $1.26 million

The petition was signed by Joe E. May, manager.

A copy of the Debtor's list of two unsecured creditors is available
for free at:
   
          http://bankrupt.com/misc/azb17-01376.pdf


ABENGOA BIOENERGY: Unsecureds to Get 34.2% Under Liquidating Plan
-----------------------------------------------------------------
Abengoa Bioenergy US Holding, LLC, and its debtor affiliates, and
the Official Committee of Unsecured Creditors appointed in their
Chapter 11 cases filed with the U.S. Bankruptcy Court for the
Easter District of Missouri a first amended disclosure statement
dated Feb. 13, 2017, referring to the joint plans of liquidation
for the Debtors.

Under the Plan, Class 2 General Unsecured Claims -- estimated at
$385,007,000 -- will recover 34.2%.  The Plan Proponents are
currently engaged in negotiations with Holders of Bioenergy Class 3
MRA Guarantee Claims with respect to their treatment under the
Plan.  Based on the agreement reached, if any, between the Plan
Proponents and the Holders of Bioeenrgy Class 3 MRA Guarantee
Claims, the recovery to Bioenergy Class 2 General Unsecured Claims
may decrease.

On or as soon as practicable after the Effective Date, each holder
of an Allowed General Unsecured Claim will receive its pro rata
share of the Bioenergy General Unsecured Claims Fund, except to the
extent that a holder of an Allowed General Unsecured Claim has been
paid prior to the Effective Date or agrees to a less favorable
classification and treatment.

With respect to Holders of Bioenergy Class 2 General Unsecured
Claims that had the opportunity to mitigate their General Unsecured
Claims by acceding to the Master Restructuring Agreement, but did
not elect to accede to the Master Restructuring Agreement, the
Debtors may seek to have the General Unsecured Claims reduced by
the amount that the General Unsecured Claim would have received
under the Master Restructuring Agreement had the applicable Holder
elected to accede to the Master
Restructuring Agreement.

In the ordinary course of their businesses, the Debtors required
cash on hand and cash flow from their operations to fund their
working capital, liquidity needs and other routine payables.  In
addition, the Debtors required cash on hand to fund their Chapter
11 Cases and to successfully reorganize.  Accordingly, during the
course of these Chapter 11 Cases, the Debtors sought and obtained
approval from the Bankruptcy Court, on a final basis, to obtain
post-petition financing: (i) in the principal aggregate amount of
up to $41 million in substantially the form attached to the final
order authorizing post-petition financing; and (ii) in the
principal aggregate amount of up to $14 million in substantially
the form attached to the final order authorizing post-petition
financing.  On Sept. 26, 2016, and Sept. 30, 2016, respectively,
the Debtors satisfied in full all of their indebtedness and other
obligations under the Deutsche Bank DIP Financing and the Sandton
DIP Financing.

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

          http://bankrupt.com/misc/moeb16-41161-979.pdf

The deadline to vote on the Plan is April 19, 2017, at 5:00 p.m.  A
hearing on the confirmation of the Plan is set for April 26, 2017,
at 10:00 a.m.  Objections to the plan confirmation must be filed by
April 19, 2017, at 5:00 p.m.

As reported by the Troubled Company Reporter on Jan. 30, 2017, the
Debtors and the Committee previously filed with the Court a
disclosure statement dated Jan. 25, 2017, referring to the joint
plans of liquidation for the Debtors.

Under that version of the liquidation plan, each holder of Class 2
General Unsecured Claims would receive its pro rata share of the
Bioenergy General Unsecured Claims Fund -- cash or other assets
distributed by the GUC Liquidating Trustee, including the Equity
Interests in Abengoa Bioenergy Meramec Renewable, LLC, for the sole
benefit of the holders of General Unsecured Claims against the
Bioenergy Debtors, including all of the assets of the Bioenergy
Debtors and their Estates other than those assets that would be
distributed to satisfy the MRA Guarantee Claims -- except to the
extent that a holder of an Allowed General Unsecured Claim has been
paid prior to the Effective Date or agrees to a less favorable
classification and treatment.  

              About Abengoa Bioenergy US Holding

Abengoa Bioenergy is a collection of indirect subsidiaries of
Abengoa S.A., a Spanish company founded in 1941.  The global
headquarters of Abengoa Bioenergy is in Chesterfield, Missouri.  

With a total investment of $3.3 billion, the United States has
become Abengoa S.A.'s largest market in terms of sales volume,
particularly from developing solar, bioethanol, and water
projects.

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

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

Gavilon Grain, LLC, et al., on Feb. 1, 2016, filed an involuntary
Chapter 7 petition for Abengoa Bioenergy of Nebraska, LLC ("ABNE")
and on Feb. 11, 2016, filed an involuntary Chapter 7 petition for
Abengoa Bioenergy Company, LLC ("ABC").  ABC's involuntary Chapter
7 case is Bankr. D. Kan. Case No. 16-20178.  ABNE's involuntary
Case is Bankr. D. Neb. Case No. 16-80141.  An order for relief has
not been entered, and no interim Chapter 7 trustee has been
appointed in the Involuntary Cases.  The petitioning creditors are
represented by McGrath, North, Mullin & Kratz, P.C.

On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC, and five
affiliated debtors each filed a Chapter 11 voluntary petition in
St. Louis, Missouri, disclosing total assets of $1.3 billion and
debt of $1.2 billion.  The cases are pending before the Honorable
Kathy A. Surratt-States and are jointly administered under Bankr.
E.D. Mo. Case No. 16-41161.

The Debtors have engaged DLA Piper LLP (US) as counsel, Armstron
Teasdale LLP as co-counsel, Alvarez & Marsal North America, LLC as
financial advisor, Lazard as investment banker and Prime Clerk LLC
as claims and noticing agent.

The Troubled Company Reporter, on March 14, 2016, reported that the
Office of the U.S. Trustee appointed seven creditors of Abengoa
Bioenergy US Holding LLC and its affiliates to serve on the
official committee of unsecured creditors.  The Office of the U.S.
Trustee on June 14 appointed three creditors of Abengoa Bioenergy
Biomass of Kansas LLC to serve on the official committee of
unsecured creditors.

The Creditors' Committee of Abengoa Bioenergy US Holdings, et al.,
retained Lovells US LLP as counsel, Thompson Coburn LLP as local
counsel, and FTI Consulting, Inc., as Financial Advisor.

The Creditors' Committee of Abengoa Bioenergy Biomass of Kansas,
LLC, retained Baker & Hostetler LLP as counsel, Robert L. Baer as
local counsel, and MelCap Partners, LLC as financial advisor and
investment banker.


ACHAOGEN INC: ARCH Venture Ceases to be 5% Shareholder
------------------------------------------------------
ARCH Venture Fund VI, L.P., ARCH Venture Partners VI, L.P. and ARCH
Venture Partners VI, LLC disclosed in an amended Schedule 13G filed
with the Securities and Exchange Commission that as of Dec. 31,
2016, each of them has ceased to beneficially own five percent or
more of Achaogen, Inc.'s outstanding Common Stock.  A full-text
copy of the regulatory filing is available at:

                      https://is.gd/glCo9u

                        About Achaogen

Achaogen, Inc. is a clinical-stage biopharmaceutical company
passionately committed to the discovery, development, and
commercialization of novel antibacterials to treat multi-drug
resistant gram-negative infections.  The Company is developing
plazomicin, its lead product candidate, for the treatment of
serious bacterial infections due to MDR Enterobacteriaceae,
including carbapenem-resistant Enterobacteriaceae.  In 2013, the
Centers for Disease Control and Prevention identified CRE as a
"nightmare bacteria" and an immediate public health threat that
requires "urgent and aggressive action."

Achaogen reported a net loss of $27.09 million in 2015, a net loss
of $20.17 million in 2014 and a net loss of $13.11 million in
2013.  As of Sept. 30, 2016, Achaogen had $80.66 million in total
assets, $49.64 million in total liabilities and $31.01 million in
total stockholders' equity.

The Company's independent accounting firm Ernst & Young LLP, in
Redwood City, California, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2015, citing that the Company's recurring losses from
operations and its need for additional capital raise substantial
doubt about its ability to continue as a going concern.


ACHAOGEN INC: Moshe Arkin Ceases to be 5% Shareholder
-----------------------------------------------------
Moshe Arkin, Sphera Funds Management Ltd., Sphera Global Healthcare
GP Ltd. and Sphera Global Healthcare Management LP disclosed in an
amended Schedule 13G filed with the Securities and Exchange
Commission that as of Dec. 31, 2016, they beneficially own 514,342
shares of common stock of Achaogen Inc. representing 1.87% based on
27,451,400 shares of Common Stock outstanding as of Nov. 2, 2016
(as provided in the Issuer's Form 10-Q filed with the SEC on Nov.
7, 2016).  A full-text copy of the regulatory filing is available
for free at https://is.gd/KvaWM5

                      About Achaogen

Achaogen, Inc. is a clinical-stage biopharmaceutical company
passionately committed to the discovery, development, and
commercialization of novel antibacterials to treat multi-drug
resistant gram-negative infections.  The Company is developing
plazomicin, its lead product candidate, for the treatment of
serious bacterial infections due to MDR Enterobacteriaceae,
including carbapenem-resistant Enterobacteriaceae.  In 2013, the
Centers for Disease Control and Prevention identified CRE as a
"nightmare bacteria" and an immediate public health threat that
requires "urgent and aggressive action."

Achaogen reported a net loss of $27.09 million in 2015, a net loss
of $20.17 million in 2014 and a net loss of $13.11 million in
2013.  As of Sept. 30, 2016, Achaogen had $80.66 million in total
assets, $49.64 million in total liabilities and $31.01 million in
total stockholders' equity.

The Company's independent accounting firm Ernst & Young LLP, in
Redwood City, California, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2015, citing that the Company's recurring losses from
operations and its need for additional capital raise substantial
doubt about its ability to continue as a going concern.


ADVANCED PRIMARY: Treasury to be Fully Paid at 5.25% Interest
-------------------------------------------------------------
Advanced Primary Care, LLC, filed with the U.S. Bankruptcy Court
for the Western District of Tennessee an amended disclosure
statement in support of the plan of reorganization.

The Department of Treasury holds an unsecured priority claim in the
amount of $219,000.  The Class 4 Prepetition Unsecured Priority
Claim of Department of Treasury will be paid in full at 5.25%
interest and a monthly payment of $3,041.66.

The State of Tennessee holds a claim in amount of $4,461.57 for
unpaid unemployment insurance.  The Class 5 Pre-Petition Priority
Claim of Tennessee Department of Labor will be paid in full with 4%
interest and a monthly payment of $124.

There are 13 Class 6 Pre-Petition General Unsecured Claims in the
total amount of $743,803.61.  These claims will be paid a dividend
of 10% on a pro rata basis.  The total amount paid the claims in
Class 5 will be $74,308.36.  These claims will be paid over 72
months following the Effective Date.

Funds needed to make cash payments on the Effective Date on account
of allowed administrative claims, under the Plan will come from the
gross assets and income of the Debtor.

The Amended Disclosure Statement is available at:

            http://bankrupt.com/misc/tnwb16-26388-80.pdf

                     About Advanced Primary Care

Advanced Primary Care, LLC, is a limited liability company which
provides medical services to consumers in Memphis, Shelby County,
Tennessee.  The Debtor operates its business in 5983 Appletree
Drive, Memphis, Tennessee.  The business was started on June 30,
2006, in Shelby County.  Michael Jones is the sole  member.

The Debtor filed a Chapter 11 petition (Bankr. W.D. Tenn. Case No.
16-26388) on July 15, 2016.

Bankruptcy Judge George W. Emerson, Jr., oversees the case.

Advanced Primary Care is represented by John E. Dunlap, Esq., at
The Law Offices of John E. Dunlap, P.C.


AECOM: S&P Rates New $750MM Unsecured Notes Due 2027 'BB'
---------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '4'
recovery rating to AECOM's proposed $750 million unsecured notes
due 2027.  The '4' recovery rating indicates S&P's expectation for
average (30%-50%; upper half of the range) recovery in a payment
default scenario.  The proposed notes rank pari-passu with AECOM's
existing unsecured notes.

At the same time, S&P affirmed its 'BB' issue-level ratings on
AECOM's existing $800 million unsecured notes due 2022 and
$800 million unsecured notes due 2024.  The '4' recovery ratings
remain unchanged, indicating S&P's expectation for average recovery
(30%-50%; upper half of the range) in a payment default scenario.

Additionally, S&P affirmed its 'BBB-' issue-level rating on AECOM's
senior secured credit facility.  The '1' recovery rating remains
unchanged, indicating S&P's expectation for very high (90%-100%)
recovery in a payment default scenario.

Finally, S&P affirmed its 'BB-' issue-level rating on the company's
senior unsecured debt issued by URS Corp.  The '5' recovery rating
remains unchanged, indicating S&P's expectation for modest
(10%-30%; lower end of the range) recovery in the event of a
payment default.

The company anticipates that it will use the proceeds from the new
$750 million unsecured notes to fully repay its term loan B due
2021, pay down its revolving credit facility borrowings, and repay
a portion of its term loan A due 2021.  S&P plans to withdraw its
ratings on the term loan B when the transaction is finalized.

The refinancing transaction will not significantly alter the
company's credit metrics, therefore S&P's corporate credit rating
on AECOM remains unchanged.  S&P's ratings on the company reflect
its participation in the volatile and competitive engineering and
construction industry.  S&P expects that AECOM will maintain debt
leverage of less than 5x.

                         RECOVERY ANALYSIS

Key analytical factors

   -- S&P's default scenario assumes that general economic
      weakness leads to a reduction in the number of capital
      projects in 2021 and 2022, which significantly reduces the
      demand for AECOM's service offerings and causes the company
      to default in 2022.

   -- S&P assumes that the $185 million delayed draw term loan is
      fully drawn and the proceeds are utilized to repay the URS
      3.850% senior notes due April 2017.

Simulated default assumptions

   -- Simulated year of default: 2022
   -- EBITDA at emergence: $570 million
   -- EBITDA multiple: 6x

Simplified waterfall

   -- Gross enterprise value: $3.42 billion
   -- Administrative expenses: $171 million
   -- Net enterprise value: $3.25 billion
   -- Valuation split (obligors/nonobligors): 64%/36%
   -- Value available to first-lien debt
      (collateral/noncollateral): $2.73 billion/$347 million
   -- Secured first-lien debt claims: $1.85 billion
      -- Recovery expectations: 90%-100%
   -- Total value available to unsecured claims (AECOM/URS):
      $1.19 billion/$42 million
   -- Senior AECOM unsecured debt and pari passu unsecured claims:

      $2.5 billion
      -- Recovery expectations 30%-50% (upper half of the range)
   -- Structurally subordinated URS unsecured debt: $254 million
      -- Recovery expectations 10%-30% (lower half of the range)

Note: All debt amounts include six months of prepetition interest.
Collateral value equals asset pledge from obligors after priority
claims plus equity pledge from nonobligors after nonobligor debt.

RATINGS LIST

AECOM
Corporate Credit Rating                BB/Stable/--

New Ratings

AECOM
$750M Unsecured Notes Due 2027         BB
  Recovery Rating                       4H

Ratings Affirmed; Recovery Band Revised
                                        To                 From
AECOM
Senior Unsecured                       BB                 BB
  Recovery Rating                       4H                 4L

Ratings Affirmed; Recovery Rating Unchanged

AECOM
Senior Secured                         BBB-
  Recovery Rating                       1

URS Corp.
URS Fox US LP
Senior Unsecured                       BB-
  Recovery Rating                       5L


AFFINITY HEALTHCARE: Has Interim OK to Use Cash; March 16 Hearing
-----------------------------------------------------------------
The Hon. Julie A. Manning of the U.S. Bankruptcy Court for the
District of Connecticut entered its 15th interim order (i)
approving Affinity Health Care Management, Inc, et al.'s sale of
provider accounts receivable to Revenue Management Solutions, LLC;
(ii) granting first-priority security interests on purchased
accounts; (iii) authorizing indebtedness with administrative
super-priority and secured by liens on and security interests in
non-purchased accounts and on all other assets of the providers;
and (iv) authorizing use of cash collateral.

The Providers include Health Care Investors, Inc., d/b/a Alexandria
Manor, Health Care Alliance, Inc., d/b/a Blair Manor, Health Care
Assurance, LLC, d/b/a Douglas Manor, and Health Care Reliance, LLC,
d/b/a Ellis Manor.

A hearing to consider the entry of a further interim court order on
the same terms and conditions is scheduled for March 16, 2017, at
9:00 a.m. (Eastern Time).

A copy of the court order is available at:
     
           http://bankrupt.com/misc/ctb16-30043-595.pdf
    
The Debtors represent that substantially all of the Debtors' cash,
including the cash in their deposit accounts, wherever located,
whether as original collateral or proceeds of other Prepetition
Collateral, constitute the Cash Collateral of RMS; provided,
however, that, notwithstanding the forgoing, the purchased accounts
and their proceeds, wherever located, constitute the exclusive
property of RMS pursuant to the terms of the Funding Documents and
this interim court order.

RMS and the State of Connecticut Department of Labor are each
entitled to receive, and they will receive, adequate protection on
account of their respective interests in the Prepetition
Collateral, for any diminution in the value of their respective
interests in the Prepetition Collateral (including Cash Collateral)
resulting from, among other things, the subordination to the carve
out (as defined herein) and to the DIP liens, the Debtors' use,
sale or lease of Prepetition Collateral, and the imposition of the
automatic stay.  As adequate protection: (i) RMS will receive (a)
adequate protection liens and super-priority claims, (b) current
payments fees, costs and expenses and other amounts due under the
funding documents, and (c) ongoing payment of the reasonable fees,
costs and expenses, including, without limitation, legal and other
professionals' fees and expenses, of RMS; and (ii) DOL will receive
adequate protection liens.

Through and including March 18, 2017, the Providers are authorized
to obtain funding from RMS under terms of the Purchase Agreement,
the other Funding Documents, and this Interim Order, by selling
Accounts to RMS and receiving in exchange Initial Installments,
Subsequent Installments and other payments and other financial
accommodations from RMS on the terms and conditions set forth in
the Purchase Agreement and other Funding Documents and this court
order.

The Providers have requested from RMS, and RMS is willing to
purchase accounts and extend to the four (4) Providers, jointly and
severally, as one Provider, certain Initial Installments,
Subsequent Installments and other financial and funding
accommodations, as more particularly described and on the terms and
conditions of the Purchase Agreement, the other Funding Documents
and this court order.

The Providers do not have sufficient available sources to provide
working capital to operate their businesses in the ordinary course
without the requested post-petition funding from RMS.  The
Providers' ability to provide patient services, and maintain their
business relationships with vendors, suppliers and employees, and
to otherwise fund their operations, are essential to the Providers'
viability.  There is an immediate need for funding to minimize the
disruption of the Providers' business and daily operations, manage
and preserve the assets of its bankruptcy estate, provide patient
care to existing and future patients and enhance the likelihood of
a successful reorganization for the benefit of the Debtors'
bankruptcy estates, creditors and other parties-in-interest.  Thus,
the Post-Petition Funding Facility contemplated by the motion is
necessary.

As a condition to RMS' continued funding and agreement for the use
Cash Collateral and other Prepetition Collateral, Benjamin Z.
Fischman and Samuel Strasser will consent and agree to the entry of
this Interim Order and any further Interim or Final Orders relating
to the Post-Petition Funding Facility, and they shall execute and
deliver guaranty and reaffirmation agreements to RMS.

The Provider has agreed to sell, and RMS has agreed to purchase,
the Post-Petition Purchased Accounts and the other Post-Petition
Conveyed Property, now existing or hereafter arising, together with
all proceeds thereof, and to advance funds and provide other
financial accommodations to the Provider, upon the entry of this
Interim Order, which sales to RMS shall be free and clear of liens,
claims, interests and encumbrances, upon the terms and conditions
of the Purchase Agreement.  To secure all of its right, title and
interest in the Post-Petition Purchased Accounts and the related
PostPetition Conveyed Property, and their proceeds, RMS shall be
granted a first-priority security interest in the Post-Petition
Purchased Accounts and the other Post-Petition Conveyed Property,
and in the proceeds thereof.  The transfer of ownership and title
to the Post-Petition Purchased Accounts and the other Post-Petition
Conveyed Property from the Provider to RMS constitutes a "true
sale" of the subject property for fair value and is not subject to
re-characterization as a loan or a financing.

In view of the Provider's current financial condition, financing
arrangements and capital structure, the Provider has represented to
the Court, and the Court finds, that the Provider is unable at this
time to obtain sufficient unsecured financing on an administrative
priority basis.

               About Affinity Healthcare Management

Affinity Health Care Management, Inc., Health Care Investors, Inc.
d/b/a Alexandria Manor, Health Care Alliance, Inc. d/b/a Blair
Manor, Health Care Assurance, L.L.C., d/b/a Douglas Manor and
Health Care Reliance, L.L.C. d/b/a Ellis Manor, are a nursing home
management company.  They filed for Chapter 11 bankruptcy
protection (Bankr. D. Conn. Case Nos. 16-30043 to 16-30047) on
Jan. 13, 2016.  The Hon. Julie A. Manning presides over the cases.

Affinity Health Care Management estimated $50,000 to $100,000 in
assets and $500,000 to $1 million in liabilities.  The Debtors
noted in a court filing that their total secured and unsecured
debt exceeding $16 million.

Elizabeth J. Austin, Esq., Irve J. Goldman, Esq. and Jessica
Grossarth, Esq., at Pullman & Comley, LLC, serve as counsel to the
Debtors.


AFTOKINITO RALLY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Aftokinito Rally, Inc.
        27 Airport Road, Ste. 100
        Nashua, NH 03063

Case No.: 17-10184

Chapter 11 Petition Date: February 16, 2017

Court: United States Bankruptcy Court
       District of New Hampshire (Manchester)

Debtor's Counsel: William S. Gannon, Esq.
                  WILLIAM S. GANNON PLLC
                  889 Elm Street, 4th Floor
                  Manchester, NH 03101
                  Tel: (603) 621-0833
                  Fax: (603) 621-0830
                  E-mail: bgannon@gannonlawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Stephan Condodemetraky, president.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/nhb17-10184.pdf


ALL PHASE STEEL: Can Use Cash Collateral Until Feb. 28
------------------------------------------------------
The Hon. Julie A. Manning of the U.S. Bankruptcy Court for the
District of Connecticut entered a 13th order granting All Phase
Steel Works, LLC, interim authorization to use cash collateral
through Feb. 28, 2017, to continue the usual and ordinary
operations of the Debtor in the ordinary course of its business by
paying those budgeted expenditures and to grant adequate protection
to such secured creditors as may be necessary to the Debtor's
secured creditors.

Any objection to the continued use of cash collateral must be filed
and served no later than Feb. 24, 2017, at 5:00 p.m.  A further
hearing on continued use of cash collateral will be held on Feb.
28, 2017, at 12:00 p.m.

The Debtor will be allowed an 8% variance per line item for
expenses and to that extent, it may transfer between line items but
in no event will the aggregate Expenditures for any budget period
exceed the total amount of expenditures for the budget period set
forth on the budget, a copy of which is available at:

          http://bankrupt.com/misc/ctb16-50257-333.pdf

As adequate protection for any postpetition diminution in value of
the prepetition collateral postpetition and the cash collateral
arising out of the Debtor's use thereof and the continuance of the
automatic stay, the Internal Revenue Service and CapCall, LLC, are
granted post-petition claims against the Debtor's estate, which
will have priority in payment over any other indebtedness and
obligations now in existence or incurred hereafter by the Debtor
and over all administrative expenses or charges against property,
subject only to the carve-out.  As security for the adequate
protection claim, the Debtor grants to the IRS and CapCall, an
enforceable and perfected replacement lien and security interest in
the post-petition assets of the Debtor's estate equivalent in
nature, priority and extent to the liens and security interests of
the IRS and CapCall, in the prepetition collateral and the proceeds
and products thereof, subject to the carve-out.

Replacement lien will be deemed valid and perfected without the
necessity for the execution, delivery and filing or recordation of
any further documentation otherwise required under non-bankruptcy
law for the perfection of security interests and recordation of
liens, with the perfection being binding upon any subsequently
appointed trustee, either in Chapter 11 or under any other Chapter
of the Bankruptcy Code, and upon all creditors of the Debtor who
have extended, or may hereafter extend, secured or unsecured credit
to the Debtor; provided, however, that the IRS and CapCall, may, in
their sole discretion, file such financing statements as it may
require with respect to the Replacement Lien.  The Debtor will also
pay $5,500 to the IRS in December as adequate protection.

As adequate protection for the interest of Allegheny Casualty Co.,
the following is ordered for its interest in undisbursed contract
funds from the bonded projects:

     a. the Debtor represents that it has limited its use of
        bonded contract funds received from the Bonded Projects to

        pay laborers, subcontractors and vendors for their post-
        petition labor, services and materials provided to each
        project, and has used excess funds to pay the overhead
        costs directly attributable to the costs incurred in
        completing its work for that project with the balance to
        the Debtor and is ordered to continuing such use of the
        bonded contract funds.  The surety is afforded the right
        to monitor Debtor's compliance by reasonable access to the

        Debtor's books and records.  The Debtor previously entered

        into one joint check agreement with one supplier, Bushwick

        Metals LLC requiring that to the extent that contract
        funds are owed to Debtor as a result of materials or
        services provided to the Masonicare Project by Bushwick
        Metals, payment to Debtor will issue in the form of a
        joint check made payable to Debtor and Bushwick Metals;

     b. the Debtor may discharge the obligation herein to afford
        adequate protection to the surety in regard to the
        undisbursed contract funds from the Masonicare Project to
        the extent of all parties' continued compliance with the
        Joint Check Agreement and will enter into other or further

        joint check agreements associated with contract funds owed

        to Debtor as a result of labor, materials or services
        provided to the project by other subcontractor or vendors;
        and

     c. notwithstanding any other provision of this cash
        collateral court order, including rights otherwise
        afforded herein to other secured creditors, all of the
        surety's rights, claims, and priorities to undisbursed
        contract funds from the bonded projects are fully reserved
        and the Debtor reserves all of its rights, and claims to
        contract funds owed from any bonded project still in
        existence.

The Debtor will, and is authorized to, collect and deposit the cash
collateral in a segregated DIP bank account, subject to the
replacement lien granted in this court order.

The following limited expenses of the Debtor's estate will be
deemed to have a lien prior in right to satisfaction from the
Debtor's property generated postpetition, including cash
collateral, which lien will be senior to the replacement liens or
any other liens granted herein:

     a. the allowed administrative claims of attorneys and other
        professionals retained by the Debtor in the case pursuant
        to Code '327 and 1103 in the aggregate amount of $35,000;

     b. amounts payable to pursuant to 28 U.S.C. '1930(a)(6); and

     c. any wages owed for the period covered by this court order.

The Debtor will continue to keep the collateral fully insured
against all loss, peril and hazards.

The Debtor has represented that it has an immediate and continuing
need for the use of the prepetition collateral and the proceeds
thereof constituting Cash Collateral in order to continue the
operation of, and avoid immediate and irreparable harm to its
business, and to maintain and preserve going concern value.
Accordingly, without the ability to use the prepetition collateral
and the Cash Collateral, the Debtor submits that it will be unable
to pay ongoing management, payroll, raw material, insurance,
utilities and other necessary expenses related to the continued
operation of the Debtor's business, to generate cash flow, and to
maintain the value of Debtor's assets. In that event, its employees
will be terminated.

                     About All Phase Steel Works

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

The Debtor engaged James M. Nugent, Esq., at Harlow, Adams &
Friedman, P.C., as bankruptcy counsel, and Goldman Gruder & Woods,
LLC, as special counsel.


AMBULATORY ENDOSCOPIC: Disclosures OK'd; Plan Hearing on March 15
-----------------------------------------------------------------
The Hon. Jean K. FitzSimon of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania has approved the disclosure
statement in respect to Ambulatory Endoscopic Surgical Center of
Bucks County, LLC's Chapter 11 plan of reorganization.

A hearing to consider the confirmation of the Plan will be held on
March 15, 2017, at 9:30 a.m.

Objections to the plan confirmation must be filed by March 3,
2017.

Ballots must be submitted by 5:00 p.m., prevailing Eastern Time on
March 8, 2017.

As reported by the Troubled Company Reporter on Feb. 15, 2017,
Ambulatory Endoscopic Surgical Center of Bucks County, LLC, and
Ambulatory Endocsopic Surgical Center, LLC, filed with the Court
the Amended Plan and accompanying Disclosure Statement, which
impaired the Class 3 Unsecured Claims.  As of the Bar Date, the
total amount of Class 3 unscheduled claims (for which a proof of
claim was timely filed) and unsecured claims scheduled so that no
proof of such claim was required or a required proof of claim was
filed, was $2,753,628.77.  This amount includes, where applicable,
the amount claimed on a proof of claim if different from what was
scheduled.  This amount does not reflect the Debtor's belief as to
the allowed amount of Class 3 claims.   

            About Ambulatory Endoscopic Surgical Center
                     of Bucks County, LLC

Ambulatory Endoscopic Surgical Center of Bucks County, LLC, and
Regional Gastrointestinal Consultants, P.C., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. E. D. Pa. Lead Case
No. 16-13517) on May 17, 2016.  The petitions were signed by Andrew
T. Fanelli, sole member of Ambulatory Endoscopic.  The cases are
assigned to Judge Eric L. Frank.  The Debtors are represented by
Jeffrey S. Cianciulli, Esq., at Weir & Partners LLP.  At the time
of the filing, the Debtors estimated their assets at $100,000 to
$500,000, and liabilities at $1 million to $10 million.


ARABELLA EXPLORATION INC: Chapter 15 Case Summary
-------------------------------------------------
Chapter 15 Debtors: Arabella Exploration, Inc.
                    a Cayman Island corporation
                    c/o RHSW (Cayman) Limited
                    2nd Fl., Winward 1, Regatta Office Park
                    897, KY1-1103
                    Grand Cayman, TX 76102

Chapter 15 Case No.: 17-40119

Type of Business: Oil and Natural Gas

Chapter 15 Petition Date: January 8, 2017

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Hon. Mark X. Mullin

Authorized Representatives: Matthew Wright and Christopher Kennedy

Debtors' Counsel:         Robert J. Forshey, Esq.
                          Jeff P. Prostok, Esq.
                          FORSHEY & PROSTOK, LLP
                          777 Main St., Suite 1290
                          Ft. Worth, TX 76102
                          Tel: 817-877-8855
                          E-mail: jrf@forsheyprostok.com
                                  bforshey@forsheyprostok.com
                                  jprostok@forsheyprostok.com

Estimated Assets: Not Indicated

Estimated Debts: Not Indicated


ARM VENTURES: Lender Allowed to Foreclosure on Miami Beach Property
-------------------------------------------------------------------
In the case captioned Arm Ventures, LLC, Debtor(s), Case No.
16-23633-BKC-LMI (Bankr. S.D. Fla.),

Judge Laurel M. Isicoff of the United States Bankruptcy Court
Southern District of Florida conditionally granted Ocean Bank's
motion for relief from stay imposed in the Chapter 11 case of Arm
Ventures, LLC, but denied Ocean Bank's request for dismissal of the
Chapter 11 case.

On April 20, 2010, Arm Ventures and its affiliates filed a state
court lawsuit raising several lender liability claims against Ocean
Bank.  On June 2, 2011, Ocean Bank filed two cases against Arm
Ventures, its affiliates and the guarantors to collect on some
loans.  The three cases were eventually consolidated.  Although
Ocean Bank extended numerous loans to Arm Ventures, the
consolidated lawsuit only involved three loans -- the Ocean Bank
mortgage loan and two credit line loans.  Those loans were all
secured by Arm Ventures' commercial property at 753-755 Arthur
Godfrey Rd., Miami Beach, Florida 33140.

On August 16, 2012, the state court entered summary judgment in
favor of Ocean Bank in the amount of $667,113.17 and ordered the
sale of the commercial property.  Final summary judgment as to the
remaining issues in the consolidated lawsuit was also rendered in
Ocean Bank's favor in April 2013, and final judgment awarding Ocean
Bank attorney fees in an amount of $841,099.03 was entered in the
state court on February 19, 2015.

Shortly after Arm Ventures filed its bankruptcy petition, Ocean
Bank filed a motion arguing that the bankruptcy case should be
dismissed for cause under 11 U.S.C. section 1112(b)(1) because the
case was filed in bad faith.  Ocean Bank argued that Arm Ventures'
bad faith is evidenced by Arm Ventures' repeated attempts to stop
the foreclosure sale by using procedures in both the state and
federal court and using the bankruptcy court as a last resort when
the prior procedures did not yield Arm Ventures' desired results.

In support of its stated intent to reorganize, prior to the hearing
on the motion, Arm Ventures filed a Plan of Reorganization and
Disclosure Statement for Plan of Reorganization, which Plan
proposed, among other things, to rent space in the commercial
property to a business that generates income from medical
marijuana.

Ocean Bank pointed out that every court in the country that has
dealt with a plan funded in whole or in part by the sale of
marijuana has refused to confirm the plan.

Judge Isicoff held that even if Arm Ventures was otherwise of "pure
mind and heart" when the case was filed, the very fact that the
Amended Plan is based on income derived from the sale of marijuana
can be deemed "bad faith".  The judge found that the Amended Plan
is based on an enterprise illegal under federal law, and therefore
one that cannot be confirm because Arm Ventures cannot satisfy the
requirements of 11 U.S.C. section 1129(a)(3).

Therefore, Judge Isicoff found it clear that the case is ripe for
dismissal -- both for subjective bad faith and objective bad faith.
However, the judge also found that there is significant
non-insider unsecured debt and was not convinced that dismissal is
in the best interests of those creditors.  Judge Isicoff thus
concluded that the case should remain in bankruptcy, and denied
Ocean Bank's motion to dismiss.

Nonetheless, due to Arm Ventures' bad faith in filing the case and
Arm Ventures' inability or unwillingness to propose a confirmable
plan, Judge Isicoff granted Ocean Bank relief from stay to continue
with the foreclosure action, subject to the following conditions:

     -- If Arm Ventures files a plan that does not depend on the
        sale of marijuana as an income source then the sale shall  
      
        not be set for a date earlier than 75 days from the date
        of the order.  

     -- If Arm Ventures' plan is confirmed before the expiration
        of the 75 days, then the sale shall be cancelled.

     -- If Arm Ventures does not file a plan within 14 days, then
        Ocean Bank may reset the sale for the earliest date
        allowed under state law.

A full-text copy of Judge Isicoff's February 14, 2017 memorandum is
available at:

         http://bankrupt.com/misc/flsb16-23633-193.pdf

                      About Arm Ventures

Arm Ventures, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 16-23633) on Oct. 4, 2016, and is represented by Mark S.
Roher, Esq., in Fort Lauderdale, Florida.  The petition was signed
by Michael Rosenbaum, authorized manager.

At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of $1 million to $10 million.  Mark S.
Roher, P.A., serves as the Debtor's legal counsel.

The Debtor listed Ocean Bank as its largest unsecured creditor
holding a claim of $250,000.


ATLANTIC CITY MUA: Moody's Affirms B3 Rating on Water Revenue Debt
------------------------------------------------------------------
Moody's Investors Service has affirmed the B3 rating on the
Atlantic City Municipal Utilities Authority, NJ's (MUA) net water
revenue debt. The affirmation affects $7.1 million of rated debt.
The MUA has an additional $9.4 million of debt that Moody's do not
rate. The outlook remains negative.

The B3 reflects heightened risk to MUA bondholders given the
authority's governance relationship with Atlantic City (Caa3
negative) and the possibility for a dissolution of the MUA, which
would bring it under city control as the city remains in fiscal
crisis. In this event, the city would assume responsibility for
making debt service payments, a major credit negative given the
city's precarious finances. The rating also reflects the
authority's currently adequate debt service coverage, low debt
burden, sum sufficient rate covenant, and a cash funded debt
service reserve fund.

Viewed strictly as a utility, the MUA is a relatively small but
healthy utility. It is the demonstrated contagion risk from
Atlantic City which pressures the authority's credit quality.

Rating Outlook

The negative outlook reflects heightened risk to water revenue
bondholders given signals that Atlantic City may pursue a
dissolution of the water system, and the continuing possibility
that the city may undergo debt restructuring.

Factors that Could Lead to an Upgrade

An Atlantic City fiscal recovery plan that fully protects water
revenue bondholders

Factors that Could Lead to a Downgrade

Formal proposals or plans to dissolve, sell, or lease MUA assets
without fully protecting water revenue bondholders

Additional casino closures beyond Moody's projections of one to
two within the next few years

Further risk of the city filing for Chapter 9 bankruptcy

Legal Security

The bonds are secured by a lien on the net revenues of the system
and additionally by a general obligation guarantee pledge of the
city, via the provisions of a service contract.

Use of Proceeds. Not applicable.

Obligor Profile

The authority is a relatively small system with $16 million of
annual revenues. It collects 70% of its raw water from underground
wells and the remainder from surface water at two reservoirs.

Methodology

The principal methodology used in this rating was US Municipal
Utility Revenue Debt published in December 2014.


ATLANTIC CITY MUA: S&P Affirms 'B-' Rating on Water System Bonds
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' rating on the Atlantic City
Municipal Utilities Authority (ACMUA), N.J.'s water system revenue
bonds and removed it from CreditWatch, where it had been placed
with developing implications on Oct. 31, 2016.  The outlook is
negative.

"Despite the state not approving a transaction where ACMUA would
purchase Bader Field, a city-owned airport, from Atlantic City, we
still view there to be significant risk that the entity could be
dissolved, restructured, and operated for the benefit of Atlantic
City," said S&P Global Ratings credit analyst Scott Garrigan. While
it is not entirely certain whether some type of debt restructuring
would occur in conjunction with a dissolution or restructuring of
the authority, S&P believes that the existence of this possibility
is not consistent with a higher rating level.  If the ACMUA is
dissolved and the debt is assumed by Atlantic City, there could be
further deterioration in the credit rating on those new obligations
due to S&P's significant concerns regarding the city's ability to
make future additional debt service payments.

The authority is the sole provider of potable water within the
city's service area, except for a limited number of users who
obtain their water from privately owned wells.  Water is procured
from a combination of groundwater and surface water via two
reservoirs and a series of wells.

Net revenues of the authority's water system secure the bonds.  The
bonds are additionally secured by a service agreement between
Atlantic City and the authority, whereby the city agrees to pay
annual charges to make up the authority's revenue deficiencies so
that the authority will have sufficient revenues to pay operations
and maintenance, as well as debt service, among other items.

"The negative outlook reflects our view that the rating could
continue to deteriorate over the two-year outlook horizon," added
Mr. Garrigan.


ATOPTECH INC: US Trustee Says Proposed $1M Breakup Fee Excessive
----------------------------------------------------------------
Andrew R. Vara, the Acting U.S. Trustee for Region 3, filed with
the U.S. Bankruptcy Court for the District of Delaware an objection
to Atoptech, Inc.'s motion for approval of the bidding procedures,
buyer protections for the stalking horse bidder, and procedures
related to the assumption and assignment of certain executory
contracts and unexpired leases.

A hearing to consider the objection is set for Feb. 21, 2017, at
10:30 a.m.

On Jan. 17, 2017, the Debtor filed the motion seeking approval of
bidding procedures to sell substantially all of its assets to
Draper Athena for a purchase price of $8 million, subject to
certain adjustments.

In considering requests for breakup fees and expense
reimbursements, the Third Circuit has held that "the allowability
of break-up fees, like that of other administrative expenses,
depends upon the requesting party's ability to show that the fees
were actually necessary to preserve the value of the estate."  A
break-up fee must be structured to encourage, not discourage
competing bids.

The U.S. Trustee says that the amount of the bid protections
proposed by the Debtor is excessive when measured against the
purchase price, and as admitted by the Debtor, exceeds the amounts
typically approved by Courts in this District.  The Debtor has
agreed to pay to the Stalking Horse a Break-Up Fee of $400,000 and
an Expense Reimbursement of up to $600,000 in the event that the
APA is terminated, subject to the conditions set forth in the APA.
The requested Break-Up Fee totals approximately 5% of the $8
million purchase price.  Taken together, the Break-Up Fee and
Expense Reimbursement constitute approximately 12.5% of the
purchase price.  This amount is well in excess of the range that
Courts in this District have approved for bid protections.

Moreover, the Debtor has not demonstrated that the bid protections
are structured to induce bidding or necessary to preserve the value
of the Debtor's estate.  To the contrary, it appears that the major
creditor in this case, Synopsys, Inc., is also interested in
purchasing the assets.

The U.S. Trustee states in is Objection that where a debtor has
multiple interested parties, it cannot be said that a break-up fee
is required to induce bidding.  According to the U.S. Trustee, no
break-up fee should be awarded, if at all, until after a sale has
been consummated, all interested parties are given notice and an
opportunity to be heard, and the Court has determined that the
expenses were an actual and necessary cost and expense of
preserving the estate.

The proposed bidding procedures provide that only the Debtor, the
Consultation Parties, the Stalking Horse, and any other Qualified
Bidder, along with their representatives and counsel, shall be
permitted to attend the auction.

Local Rule 6004-1 (c)(ii) states that unless otherwise ordered by
the Court, the sale procedures order will provide that "the auction
be conducted openly and all creditors will be permitted to attend."
The Debtor has not sought, nor does there appear to be
justification for waiver of this requirement in this case.

A copy of the Objection is available at:

           http://bankrupt.com/misc/deb17-10111-136.pdf

                         About ATopTech

ATopTech, Inc. -- http://www.atoptech.com/-- is in the business   
of IC physical design.  ATopTech claims its technology offers the
fastest time to design closure focused on advanced technology
nodes.  The use of state-of-the-art multi-threading and
distributed processing technologies speeds up the design process,
resulting in unsurpassed project completion times.

ATopTech, Inc., sought Chapter 11 protection (Bankr. D. Del. Case
No. 17-10111(MFW)) on Jan. 13, 2017.  The petition was signed by
Claudia Chen, vice president, finance.  The case is assigned to
Judge Mary F. Walrath.

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

ATopTech has retained Dorsey & Whitney as bankruptcy counsel and
Cowen and Company as its investment banker.  Wilson Sonsini
Goodrich & Rosati, Professional Corporation, serves as corporate
and transactional counsel to ATopTech.  Grant Thornton serves as
tax counsel; and Arnold & Porter serves as litigation counsel.
Epiq Bankruptcy serves as claims and notice agent.


AVON PRODUCTS: S&P Affirms 'B' CCR & Revises Outlook to Positive
----------------------------------------------------------------
S&P Global Ratings said that it affirmed its ratings, including the
'B' corporate credit rating, on U.K.–based Avon Products Inc. and
revised the outlook to positive from stable.

S&P also affirmed its 'BB-' issue-level ratings with a '1' recovery
rating on the company's $400 million revolving credit facility and
$500 million senior secured notes.

Concurrently, S&P affirmed its 'B' issue-level rating with a '4'
(at the high end of the 30%-50% range) recovery rating on Avon's
four tranches of senior unsecured notes.

The outlook revision reflects S&P's expectation that Avon's modest
performance gains will result in further strengthening of Avon's
credit measures over the next year.  Although foreign exchange
headwinds continued to hurt revenues in 2016, Avon demonstrated
constant currency growth in eight of its 10 top markets.  The
company also meaningfully improved its margins over the past year
following the sale of its unprofitable North American business to
Cerberus and as a result of its cost savings initiatives.  Further,
the company reduced its balance sheet debt by about
$260 million, using excess cash that it received from Cerberus, and
it extended its debt maturity profile.  S&P calculates that debt
leverage was below 5x at the end of 2016 from its forecast of
high-5x and expect that leverage will further improve toward mid-4x
during 2017.  Still, S&P views Avon's profitability as volatile
given its exposure to foreign currency; hence, credit metrics can
materially fluctuate.

S&P continues to treat the $435 million of preferred equity
contribution from Cerberus as debt in our ratio calculation because
S&P believes that the company will not likely be able to defer the
dividend payment on the security.

In S&P's view, the global beauty-products industry is increasingly
competitive with more small players entering the market.  Moreover,
the mass-market sector in which Avon mainly participates is under
pressure as consumers trend up to premium products.  In addition,
consumers who purchase in the mass segment have become more
value-oriented in recent years.  Avon's direct selling model also
limits its distribution channel diversity and poses significant
risk to the company's sales growth, evidenced by its declining
performance over the past few years as retail has increased its
presence in some of its key markets.

In S&P's view, Avon recently demonstrated that it can revive its
operations, growing positive constant currency sales in eight of
its 10 top markets over the past year.  These markets contribute
about 70% of total revenues.  Avon holds the No. 1 position as a
direct selling beauty-products company in each of these markets
except Brazil and Colombia, where it is No. 2.

S&P believes the company will expand its focus to its top 15
markets for growth during the upcoming year and on representative
engagement in these regions to drive sales growth and gain market
share.  S&P expects the company to benefit from its operating
transformational plan and continue to realize cost savings from a
leaner and more efficient cost structure and from supply-chain
efficiencies.  Further, S&P believes the company will continue to
invest these savings back into its business to support service
model evolution, enhance its digital capabilities, and help its
representatives conduct business.  S&P expects these initiatives
will help Avon revitalize its sales growth in the upcoming year or
two and further strengthen operating margins.

S&P's base-case performance expectations for Avon include these
assumptions:

   -- U.S. GDP to grow by low-single–digit percentages, the
      eurozone to remain in flat to low-single-digit percentage
      growth, Asia-Pacific to grow by mid-single–digit
      percentages, and Latin America to grow by low-single-digit
      percentages over S&P's forecast horizon.

   -- Despite S&P's expectation for GDP growth in those markets,
      it forecasts Avon's revenues will remain flat in 2017 due to

      challenging operating environments, as economic growth in
      some regions is soft, and foreign currency headwinds.

   -- Adjusted EBITDA margin is expected to improve to about 11%
      in 2017 from S&P's expected 10.5% in 2016 and from 8% one
      year ago, as cost savings and supply-chain improvements will

      help offset foreign currency pressures.

   -- Capital spending increasing to about $150 million-
      $160 million in 2017 from about $90 million in 2016 as the
      company continues to invest in social selling and enhances
      its digital and technological capabilities.  No dividends,
      acquisitions, or share repurchases as the company focuses on

      improving operating performance.

S&P views the company's liquidity as adequate, reflecting its
assumption that cash sources will exceed uses by over 2x over the
next 12 months, and remain positive even if EBITDA declines by 15%.
Although these quantitative factors qualify the company for a more
favorable liquidity assessment, S&P don't believe Avon will
maintain over the 30% cushion to its financial covenants as these
covenants are becoming more restrictive in upcoming quarters.

Avon must comply with total leverage and interest coverage covenant
ratios.  S&P expects the company to maintain over a 15% cushion to
these covenants in the next year.

S&P believes Avon has sound relationships with banks, satisfactory
standing in credit markets, and generally prudent financial risk
management (it suspended its dividends and share repurchases to
improve its liquidity position).

Principal liquidity sources:

   -- About $650 million cash as of December 2016;
   -- Available borrowing capacity of about $370 million under its

      $400 million revolving credit facility, due in 2020; and
   -- Funds from operations (FFO) of about $260 million.

Principal liquidity uses:

   -- No meaningful debt reduction;
   -- Capital expenditures of about $150 million-$160 million;
   -- Seasonal working capital needs of $300 million; and
   -- No dividends or share repurchases.

The outlook is positive and reflects S&P's view that the company's
sales and margins will continue to improve into 2017 and that
credit measures will further strengthen.  S&P expects the company
will maintain positive performance momentum in most its top 10
markets while it focuses on operational discipline, leaner cost
structure, and supply-chain efficiencies.  S&P expects further
modest improvement of credit measures, with debt leverage improving
further toward the mid-4x area by the end of 2017.  A higher rating
would be predicated on S&P's belief that the company can improve
and sustain debt leverage in the low-4x area.  

A revision of the outlook to stable could result from the company's
inability to engage its representative base or increase competitive
pressures in the beauty-products industry, resulting in lower sales
and margins.  Under these scenarios, the company's debt leverage
will remain or increase to over 5x absent debt repayment.


BATS GLOBAL: S&P Raises Rating to 'BB+' on Improved Finances
------------------------------------------------------------
S&P Global Ratings said it raised its issuer credit and issue
ratings on Bats Global Markets Inc. to 'BB+' from 'BB-'.  The
ratings remain on CreditWatch with positive implications.

"The upgrade reflects recent improvements in the company's
financial risk profile." said S&P Global Ratings credit analyst
Olga Roman.  Bats performed better than we expected in the 12
months ended Dec. 31, 2016, with a strong revenue increase of about
13% year over year.  As of Dec. 31, 2016, the company's reported
debt significantly declined to $567 million from
$688 million a year earlier as a result of mandatory and excess
debt repayments.  S&P estimates that the company's debt to EBITDA
improved to about 2x and funds from operations (FFO) to debt
increased to above 30% as of Dec. 31, 2016, from 3x and 20.2%,
respectively, a year before.  S&P expects the company to continue
to operate with FFO to debt above 30% and debt to EBITDA around
2x.

In addition, S&P believes Bats has a solid market position in U.S.
and European cash equities and is growing its market share in U.S.
equity options, exchange traded funds and foreign exchange
products, and has scalable technology platforms.  However, despite
an increase in fee-based revenues over the past year, the company's
revenue still depends heavily on the trading volumes of the U.S.
equity markets.  Bats is the No. 2 equities market operator in the
U.S. and the No. 1 European equities market operator by market
share.

S&P placed its ratings on Bats on CreditWatch with positive
implications following CBOE Holdings Inc.'s announcement in
September 2016 that it plans to acquire Bats.  In S&P's view, this
transaction could further improve Bats' financial risk profile by
reducing the company's outstanding debt and supporting cash flow
generation by lowering interest expenses.  Additionally, S&P's
ratings on Bats likely will benefit from implicit group support
from CBOE holdings.  S&P expects the acquisition to close in the
first quarter of 2017.

While the ratings are on CreditWatch, S&P will gather additional
information on the transaction as well as finalize S&P's view of
Bats' strategic importance to CBOE.  S&P will resolve the
CreditWatch upon the completion of the merger.  S&P could raise the
ratings by up to three notches, depending on its ratings on CBOE
following the deal closing and our view on Bats' strategic
importance to CBOE.  Alternatively, in the event acquisition plans
are called off, S&P would consider the major implications for the
company's stand-alone strategy.  Removing the ratings from
CreditWatch and affirming them would be the most likely option at
that point.


BAUSMAN AND COMPANY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Bausman and Company Incorporated
        1500 Crafton Avenue
        Mentone, CA 92359

Case No.: 17-10724

Chapter 11 Petition Date: January 30, 2017

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

Judge: Hon. Mark D. Houle

Debtor's Counsel: William A Smelko, Esq.
                  PROCOPIO, CORY, HARGREAVES & SAVITCH LLP
                  525 B Street Ste 2200
                  San Diego, CA 92101
                  Tel: 619-238-1900
                  Fax: 619-744-5447
                  E-mail: William.Smelko@procopio.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Craig Johnson, president.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb17-10724.pdf


BERNARD L. MADOFF: Court Won't Revisit ERISA Lawsuit
----------------------------------------------------
Cara Mannion, writing for Bankruptcy Law360, reports that the
Second Circuit on Feb. 13, 2017, refused to rehear en banc the
Employee Retirement Income Security Act case brought by the Upstate
New York Engineers Pension Fund against Bank of New York Mellon and
Ivy Investment Management over an advice offered to a New York
engineers' union fund that got fat off fake Bernie Madoff profits.

Law360 recalls that the Court rejected the Fund's claims in
December 2016.  According to the report, the Court's ruling upheld
the dismissal of the pension-law claims.

                    About Bernard L. Madoff

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

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

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

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

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims.  As of Dec. 14,
2016, the SIPA Trustee has recovered more than $11.486 billion
and, following the eight interim distribution in January 2017,
will raise total distributions to approximately $9.72 billion,
which includes more than $839.6 million in advances committed by
SIPC.


BERTELLI REALTY: Hearing on Cash Collateral Motion Continued
------------------------------------------------------------
Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts, continued generally, the hearing on
Bertelli Realty Group, Inc.'s motion to use cash collateral.

Brian Fitzgerald, as Trustee of Lorenzo Bliss Realty Trust
responded to the Debtor's Motion.

As previously reported by the Troubled Company Reporter, the Debtor
sought authorization from the Court to use cash collateral.

The Debtor owns real estate at 935 - 979 Main Street, Springfield,
Massachusetts, known as the Main Street Property, which is a
commercial property.

Lorenzo Bliss Realty Trust, or LBRT, holds a first mortgage on the
Main Street Property.  LBRT had taken adverse actions against the
Debtor, which include a pending foreclosure sale on the Main Street
Property.

Anthony Carnevale, LBRT's principal, holds a second mortgage on the
Main Street Property.

The Debtor contended that there may be real estate taxes owed on
the Main Street Property.

The Debtor related that the first mortgage is listed in its
schedules as owed $500,000, and the second mortgage is listed in
the amount of $70,000, but are listed as unliquidated and
disputed.

The Debtor further related that prior to the Chapter 11 filing, a
complaint was filed alleging 93A and other related violations,
which will be continued either in the state court or in the
Bankruptcy Court.  The Debtor added that taxes are listed in an
unknown amount.

The Debtor told the Court that it was scheduled to receive rent of
$1,625 per month for the rental of its parking facilities from the
Davenport Advisors, which the Debtor understands is an affiliate of
the MGM Resorts International or related to the entities providing
construction services for the MGM casino presently being
constructed.

The Debtor proposed to pay insurance, taxes, and to maintain the
Main Street Property, in order to provide adequate protection to
the secured creditors of the Main Street Property.

The Debtor asked the Court for authority to use any remaining
rentals received in the management of its assets, to the extent
that rentals increase at any time or there are excess funds.  The
Debtor said that to the extent that there are any shortfalls, the
Debtor's principal will advance the necessary funds for the Debtor
to maintain its operations and payments.

               About Bertelli Realty Group

Bertelli Realty Group, Inc., filed a chapter 11 petition (Bankr. D.
Mass. Case No. 16-31081) on December 21, 2016.  The petition was
signed by Brent J. Bertelli, president.  The Debtor is represented
by Louis S. Robin, Esq., at the Law Offices of Louis S. Robin.  The
Debtor disclosed total assets at $1.80 million and total
liabilities at $585,088.


BIOSERV CORPORATION: Unsecureds to Get 100%, Plus Interest
----------------------------------------------------------
Unsecured creditors of Bioserv Corp. will be paid in full under the
company's proposed plan to exit Chapter 11 protection.

Under the restructuring plan, Class 4 unsecured creditors will
receive full payment in cash, plus accrued interest on the
effective date of the plan.

After implementation of the plan and payment of all claims allowed
by the court, Class 4 unsecured creditors will also be issued, in
pro rata, 5% of the reorganized company's common stock.  The stock
will be issued no later than six months following the effective
date.

In case the reorganized company recovers $5 million or more in
litigation proceeds, Class 4 unsecured creditors will be issued, in
pro rata, another 5% of its common stock.

Bioserv will pay creditors from the proceeds generated from the
sale of its assets to Sorrento BioServices, Inc.  The sale
conducted on Dec. 29 last year generated as much as $3.6 million in
cash.  

Moreover, common stock in the reorganized company will be issued to
certain creditors, according to Bioserv's disclosure statement
filed on Feb. 9 with the U.S. Bankruptcy Court for the Southern
District of California.

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

Bioserv is represented by:

     Benjamin M. Carson, Esq.
     Benjamin Carson Law Office
     8837 Villa La Jolla Drive, #13105
     La Jolla, CA 92039
     Tel: (858) 255-4529
     Email: ben@benjamincarsonlaw.com

                       About Bioserv Corp.

Headquartered in San Diego, California, Bioserv Corporation filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No.
14-08651) on Oct. 31, 2014, estimating its assets at between
$500,000 and $1 million and its liabilities at between$1 million
and $10 million.  The petition was signed by Albert Hansen, CEO.

Judge Margaret M. Mann presides over the case.

Benjamin Carson, Esq., at Benjamin Carson Law Office serves as the
Debtor's bankruptcy counsel.

On November 3, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.


BLUESTEM BRANDS: S&P Lowers CCR to 'B' on Weak Performance
----------------------------------------------------------
S&P Global Ratings said that it lowered its corporate credit rating
on Eden Prairie, Minn.–based Bluestem Brands Inc. to 'B' from
'B+'.  The outlook is negative.

At the same time, S&P lowered its issue-level rating on the
company's first-lien term loan due in 2020 to 'B' from 'B+'.  The
'3' recovery rating on the debt is unchanged, indicating S&P's
expectations for meaningful recovery in the event of default, at
the higher end of the 50%-70% range.  S&P do not rate the
asset-based lending (ABL) revolving credit facility.

The downgrade reflects S&P's expectation for weaker than previously
projected revenue and EBITDA for fiscal 2016, resulting in debt
leverage above 4x and S&P's belief that free cash flow will be
negative.  The rating action also includes concerns around covenant
compliance in 2017 and the potential for an amendment to remain
compliant with the total debt leverage financial covenant. While
S&P thinks the company could be successful in remaining compliant,
S&P views weak performance and potential need to seek relief as
inconsistent with the previous rating.  S&P believes that
Bluestem's parent (not rated), which had roughly
$162.3 million of balance sheet cash as of Oct. 28, 2016, (prior to
an $80 million special dividend to shareholders), could support the
subsidiary if it needed additional liquidity.

The company reported operating losses (compared to $22 million of
reported EBITDA in the third quarter for the same period a year
ago) and revised its 2016 full year guidance.  S&P now expects
revenues to decline 6%, pro forma for Orchard as if it was acquired
the beginning of fiscal 2015.  S&P expects the adjusted EBITDA
margin for the year to decline by 150 basis points (bps) or more.
S&P also now anticipates debt leverage to remain in the high-4x
area over the next 12 months.  The deterioration in operating
performance and credit metrics reflects soft apparel retail demand
and increased third party subprime credit availability in the
market and the company's decision to tighten underwriting standards
to lower the portfolio volatility. Performance was also affected by
the company's decision to reposition its Gettington brand to an
off-price business model and conduct customer contact optimization
testing at the Orchard business segment, which involved reduced
marketing spending.  S&P expects the effects of these strategies to
lessen in 2017, but based on S&P's view of a challenging retail
environment especially for apparel retail and ample credit supply
in the market, S&P expects operating performance to remain
pressured despite management's strategies to control costs and
improve liquidity.

Bluestem is an online retailer that offers a broad selection of
merchandise to low- and middle-income consumers, as well as baby
boomers and senior customers through its Orchard segment.  The
majority of company's sales are from its 13 proprietary brands
stemming mainly from mail order catalogs and internet sites.  A
large percentage of the Northstar business segment's (which
includes Fingerhut and Gettington) customer base relies on the
revolving payment plans the company offers to make purchases.  In
S&P's view, Bluestem has a differentiated business model that is
characterized by its ability to combine direct marketing and credit
decision-making capabilities to lower credit quality customers.
This can result in substantial volatility of profitability given
the company's strategy to target higher credit risk consumers who
rely on the revolving or term payment plans to make their
purchases.  Other sub-prime lenders have increased availability of
credit to the company's customer base over the past year and this
has resulted in lower demand for the company's credit issuance and
usage and purchases, and increased delinquency and charge-off
rates.  The 30-day plus delinquency rate has been increasing each
quarter, rising to 19.1% in the third quarter 2016, up from 17.6%
the previous year.  The net charge-off rate increased to 20.2%,
from 18.8% last year.

S&P's base case scenario includes these assumptions:

   -- U.S. real GDP growth of 2.4% in 2017 and 2.3% in 2018, with
      slightly higher consumer spending of 2.5% this year and in
      line with GDP growth in 2018;

   -- Revenue decline about 6%, pro forma for the Orchard
      acquisition at the beginning of fiscal 2015.  S&P expects
      revenues to decline in the low- to mid-single-digit
      percentage area in 2017 on continued weak apparel retail
      industry and pressure on the company's credit operations;

   -- Adjusted EBITDA margins in 2016 to contract by 150 bps or
      more given acquisition of lower margin Orchard Brands and
      higher SG&A and marketing spending, partially offset by
      modest synergies and expense management initiatives. 2016
      EBITDA includes about $20 million of cost savings expected
      to be realized over a 12-month period.  In 2017, S&P expects

      stable to modest margin gains on tighter cost control and
      some operating leverage;

   -- S&P anticipates an increase in charge-offs for the company's

      credit portfolio;

   -- Capital spending of about $50 million in 2016 and modestly
      lower around $40 million in 2017; and

   -- Cash flow from operations between $45 million to
      $60 million.

"We think Bluestem will have sufficient liquidity for operating
needs over the next year.  We expect that sources will continue to
exceed uses by at least 1.2x over the next 12 months and would
remain positive, even if EBITDA declines by 15%.  We believe the
company has the ability to absorb high-impact, low-probability
events with limited need for refinancing.  There are no near-term
debt maturities as the ABL revolver and term loan are due in 2020.
We expect the company to maintain at least a 15% cushion of
compliance with its financial covenants over the next 12 months,
excluding seasonal quarterly volatility," S&P said.

S&P believes the company will be proactive in repaying debt beyond
amortization in line with EBITDA declines to maintain compliance
with covenants.  The covenants include: fixed-charge coverage ratio
of 1.0x if the revolver borrowings exceed certain target, minimum
monthly liquidity of $40 million, and a 4.75x total leverage
covenant that steps down to 4.5x at the end of 2016.  S&P expects
the compliance with these covenants to be above 15% in the fourth
quarter, but expect the headroom to tighten this year on
expectations for weak trends.

The company had roughly $106 million available under its revolving
credit facility as of Oct. 28, 2016.  During the third quarter,
Bluestem Group, the parent of Bluestem Brands Inc., disclosed it
had repurchased the subsidiary's term debt for $18.2 million with a
par value of $21.5 million in what S&P considers an opportunistic
purchase.

Principal liquidity sources

   -- Cash on hand of $3.4 million as of Oct. 28, 2016;
   -- Borrowing availability under the $200 million ABL revolving
      credit facility; and
   -- Expected annual cash flow from operations of around
      $45 million to $60 million in 2016.

Principal liquidity uses

   -- Limited investment in working capital;
   -- Annual debt amortization of $30 million on term loan; and
   -- Annual capital expenditures between $40 million and
      $50 million.

The negative outlook reflects S&P's view that revenue and profits
will remain pressured over the next 12 months, causing the headroom
against the debt leverage financial covenant ratio to narrow
further in 2017.  In addition, the outlook reflects S&P's
expectation for minimal to negative free cash flows and leverage in
the high 4x.  S&P do not incorporate any certainty that the parent
company will supply liquidity to the subsidiary, but this is a
possibility.

S&P could lower the rating if it becomes apparent that a covenant
violation is likely over the next several quarters, which S&P
believes could happen if revenue and EBITDA continues to decline at
the current pace.  S&P could also lower the rating if free cash
flow is consistently negative, and debt leverage increases to more
than 5x.  This could be a result of significant increase in
delinquency and charge-off rates, and continued weakness in the
apparel retail industry.  Under this scenario, revenues decline in
the low- to mid-single-digit percent area in fiscal 2017 and
reported EBITDA margin would contract by about 150 bps from S&P's
fiscal 2016 assumptions, resulting in sustained meaningful negative
free operating cash flow.

S&P could revise the outlook back to stable if the company commits
to using cash at the holding company level to reduce debt at par or
achieve an amendment to maintain sufficient covenant compliance.
Although unlikely over the next 12 months, S&P could consider an
upgrade if the company is able to generate revenue and profit
growth, such that leverage stays well below 4x, free cash flow is
consistently positive, and the cushion of compliance with financial
covenants is above 15%.



BLUFF CITY SHEET: US Trustee Tries to Block Disclosures Okay
------------------------------------------------------------
Samual K. Crocker, U.S. Trustee for Region 8, filed with the U.S.
Bankruptcy Court for the Western District of Tennessee an objection
to Bluff City Sheet Metal's disclosure statement referring to the
Debtor's plan of reorganization.

The U.S. Trustee claims that the Disclosure Statement doesn't
contain adequate information regarding the Debtor's financial
affairs.  The U.S. Trustee objects to the adequacy of the Debtor's
proposed Disclosure Statement on these nonexclusive grounds:

     a. the Disclosure Statement does not contain an income and
        expense report for the entire post-petition period
        including a pro forma Balance Sheet from date of filing to

        the date the statement was filed, which would enable
        creditors to assess the current financial status of the
        Debtor and determine the feasibility of the proposed plan
        payments.  The Debtor's Disclosure Statement should detail

        the Debtor's post-petition income from operations and
        business expenses of the Debtor; and

     b. inadequate information has been provided concerning the
        Debtor's post-petition operations.  The Debtor has filed
        no Monthly Operating Reports for December 2016 and January

        2017 (which will come due prior to the hearing on the
        Disclosure Statement).  The non-filing of Monthly
        Operating Reports makes it impossible to assess the
        Disclosure Statement based on mathematical data in the
        Reports.

The U.S. Trustee objects to Part VII, Paragraph D. Terms of Certain
Injunctions and Automatic Stay to the extent that such language
seeks to extend the automatic stay of Sec. 362 beyond the statutory
termination as provided for in Sec. 362(c).  This section should be
amended to clarify that the automatic stay is not extended beyond
the statutory termination provided for in Sec.
362(c).

The U.S. Trustee objects to Part VIII, Paragraph E. Confirmation
Injunction to the extent that the language creates a third party
non-debtor injunction.  Section 524(e) of the Bankruptcy Code acts
as a limitation on the effect of discharge.  This section provides,
in relevant part, that the "discharge of a debt of the debtor does
not affect the liability of any other entity on, or the property of
any other entity for, such debt."  This provision of the Disclosure
Statement impermissibly extends the discharge injunction to "any
employee or agent of the Debtor."  This provision should be deleted
from the Disclosure Statement and Plan.

The hearing on the Disclosure Statement has been scheduled for Feb.
21, 2017, at 10:00 a.m.

The Troubled Company Reporter previously reported on Jan. 20, 2017,
that under the plan, Class 6, which is comprised of general
unsecured claims in the total amount of $1.25 million, will be paid
from the Debtor's operating revenue on a quarterly basis.

                        About Bluff City

Bluff City Sheet Metal, Inc., is a commercial HVAC contractor,
working as a sub-contractor to general contractors.

Bluff City Sheet Metal, Inc., sought Chapter 11 protection (Bankr.
W.D. Tenn. Case No. 16-24627) on May 17, 2016, and is represented
by John L. Ryder, Esq., at Harris Shelton Hanover Walsh, PLLC, in
Memphis.  At the time of the filing, the Debtor estimated its
assets and liabilities in the range of $1 million to $10 million.

On June 7, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.


BPS US HOLDINGS: CPO Files 2nd Report
-------------------------------------
Michael St. Patrick Baxter, the Consumer Privacy Ombudsman for BPS
US Holdings Inc., et al., filed a Second Report on February 1,
2017, concluding and recommending that the proposed sale of a
personally identifiable information (PII) collected pursuant to the
Debtor's (a) Maverik Privacy Policy; (b) Factory Custom Privacy
Policy; and (c) Bauer Hockey Privacy Policy is consistent with the
Maverik Privacy Policy, Factory Custom Privacy Policy, and Bauer
Hockey Privacy Policy, respectively, provided that the Debtor
provides consumers with notice of the transfer, such as the
Transfer Notice.

The Ombudsman said that the Debtor may not transfer PII to Buyer
that was collected from children under the age of 13 via any
Maverik online property because such a transfer would violate
applicable nonbankruptcy law.  The Ombudsman understands from
Debtor that no PII was collected from children under the age of 13
via any Cascade Helmet Holdings, Inc., online properties, but, if
that understanding is not correct, such PII should be deleted prior
to the sale to ensure the sale does not violate applicable
nonbankruptcy law

The CPO further notes that any PII collected by Cascade and Mission
was not collected pursuant to any privacy policy. However, even in
the absence of a privacy policy applicable to the Cascade online
properties and the Mission online properties, the Ombudsman
recommends that the Buyer agree to comply with applicable privacy
and data protection laws.

Moreover, the CPO notes that the proposed sale of PII collected
pursuant to the Debtor's Easton Privacy Policy is consistent with
the applicable non-bankruptcy law if the Buyer first obtains the
affected consumers' affirmative consent or if each of the following
requirements is satisfied: (i) Buyer engages in substantially the
same line of business as Debtor; (ii) Buyer adheres to all material
terms in the Easton Privacy Policy (or terms that are at least as
protective of consumer privacy); (iii) Buyer obtains relevant
consumers' affirmative consent before making any material changes
to the privacy practices it applies to the PII collected under the
Easton Privacy Policy; and (iv) Buyer agrees to comply with
applicable privacy and data protection laws

The Ombudsman also understands that Combat ceased to collect PII in
Summer 2016. The Ombudsman requested, but did not receive, any
privacy policy applicable to data collected prior to Summer 2016.
With respect to PII collected by the Debtor that is not subject to
the currently applicable privacy policies, the Ombudsman requested,
but did not receive, any prior versions of the current applicable
privacy policies.

                 About Performance Sports

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

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

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

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

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

Andrew R. Vara, Acting U.S. Trustee for Region 3, on Nov. 10
appointed three creditors of BPS US Holdings, Inc., parent of
Performance Sports, to serve on the official committee of unsecured
creditors. The Creditors' Committee retained by Blank Rome LLP as
counsel, Cassels Brock & Blackwell LLP as Canadian co-counsel, and
Province Inc. as financial advisor.

The U.S. Trustee appointed a committee of equity security holders.

The equity committee is represented by Natalie D. Ramsey, Esq., and
Mark A. Fink, Esq., at Montgomery, McCracken, Walker & Rhoads, LLP;
and Robert J. Stark, Esq., Steven B. Levine, Esq., James W. Stoll,
Esq., and Andrew M. Carty, Esq., at Brown Rudnick LLP.

                *     *     *

The Bankruptcy Court for the District of Delaware and the Ontario
Superior Court of Justice have granted the Company approval of,
among other things, the bidding procedures and "stalking horse" bid
protections in connection with a "stalking horse" asset purchase
agreement, under which an acquisition vehicle to be co-owned by an
affiliate of Sagard Capital Partners, L.P. and Fairfax Financial
Holdings Limited, intends to acquire substantially all of the
assets of the Company and its North American subsidiaries for U.S.
$575 million in aggregate and assume related operating
liabilities.

Interested parties must submit qualified bids to acquire
substantially all of the assets of the Company no later than
January 25, 2017. The auction is set for January 30, 2017. A final
sale approval hearing is expected to take place shortly after
completion of the auction with the anticipated closing of the
successful bid to occur by the end of February 2017, subject to
receipt of applicable regulatory approvals and the satisfaction or
waiver of other customary closing conditions.


BROADWAY EQUITY: Case Summary & 10 Unsecured Creditors
------------------------------------------------------
Debtor: Broadway Equity Holdings LLC
        1507 Avenue M
        Brooklyn, NY 11230

Case No.: 17-22242

Chapter 11 Petition Date: February 17, 2017

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

Judge: Hon. Robert D. Drain

Debtor's Counsel: Arnold Mitchell Greene, Esq.
                  ROBINSON BROG LEINWAND GREENE
                  GENOVESE & GLUCK, P.C.
                  875 Third Avenue, 9th Floor
                  New York, NY 10022
                  Tel: (212) 603-6300
                  Fax: (212) 956-2164
                  E-mail: amg@robinsonbrog.com

Total Assets: $6.27 million

Total Liabilities: $3.07 million

The petition was signed by Judy Minster, managing member.

A copy of the Debtor's list of 10 unsecured creditors is available
for free at http://bankrupt.com/misc/nysb17-22242.pdf


BROOKLYN INTERIORS: Seeks April 18 Extension of Plan Filing Period
------------------------------------------------------------------
Brooklyn Interiors, Inc. d/b/a The DDC Group requests the U.S.
Bankruptcy Court for the Southern District of New York to extend
the Debtor's exclusive period to file a plan of reorganization
through and including April 18, 2017.

The Debtor further requests the Court to extend the Debtor's time
to file a plan of reorganization on an interim basis pending the
hearing scheduled for March 24, 2017.

The Debtor explains that it is still working on various issues
relating to the reorganization that will further progress beyond
the current exclusive periods. The Debtor further tells the Court
that it will require additional time to analyze and negotiate
payment terms of the claims filed against it including, but not
limited to, the large claims filed by Plan Do See America, Inc. and
JPMorgan Chase Bank, for pre-petition liabilities.

The Debtor represents that it is both current in the filing of
monthly operating reports and the payment of quarterly fees due to
the Office of the U.S. Trustee. The Debtor is optimistic that a
confirmable plan will be filed prior to April 18, 2017.

A hearing on the Debtor's Motion will be held on March 24, 2017 at
10:00 a.m.  Any objections to the Motion must be filed on or before
March 17.

                             About Brooklyn Interiors

Brooklyn Interiors, Inc. filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 1622845), on June 22, 2016.  The Petition was
signed by Dennis Darcy, president.  The Debtor is represented by
Kenneth A. Reynolds, Esq. at McBreen & Kopko.  At the time of
filing, the Debtor estimated assets at $100,000 to $500,000 and
liabilities at $500,000 to $1 million.

A Creditors' Committee has not been appointed by the Office of the
United States Trustee.


BROOKS FURNITURE: Court Allows Use of Wells Fargo Cash Collateral
-----------------------------------------------------------------
Judge Michael E. Romero of the U.S. Bankruptcy Court for the
District of Colorado authorized Brooks Furniture & Design, Inc. to
use Wells Fargo Bank, N.A.'s cash collateral.

The Debtor was directed to:

     (1) provide a replacement lien on all post-petition accounts
and accounts receivable to the extent that the use of the cash
collateral results in a decrease in the value of the collateral;

     (2) maintain adequate insurance coverage on all personal
property assets and adequately insure against any potential loss;

     (3) provide Wells Fargo with periodic reports and information
filed with the Bankruptcy Court, including debtor-in-possession
reports;

     (4) expend cash collateral for the purpose of ordinary
business expenses, including the purchase of new replacement
furniture inventory;

     (5) pay all post-petition taxes;

     (6) preserve and maintain in good condition all collateral in
which Wells Fargo has an interest; and

     (7) make its monthly payment obligations to Wells Fargo
beginning in January 2017 and cure post-petition payment in arrears
in the amount of $10,655.44 in three equal payments.

Judge Romero held that if the Debtor defaults in the provision of
adequate protection or fail to confirm a plan of reorganization
within the time allowed under Chapter 11 of the Bankruptcy Code,
the Debtor's approved use of cash collateral will cease and Wells
Fargo will have the opportunity to obtain further relief from the
Court.

A full-text copy of the Order, dated February 8, 2017, is available
at http://bankrupt.com/misc/BrooksFurniture2016_1620605mer_50.pdf

         About Brooks Furniture & Design, Inc.

Brooks Furniture & Design, Inc., sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Colo. Case No. 16-20605) on
October 27, 2016.  The petition was signed by Eldon Sullivan,
president.  The Debtor is represented by Robert J. Shilliday, III,
Esq., at Vorndran Shilliday, P.C.  At the time of filing, the
Debtor estimated assets and liabilities at $500,000 to $1 million
each.

An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Brooks Furniture & Design, Inc.
as of Dec. 2, according to a Court filing.



BRUNO HOLDINGS: Seeks to Hire Pick & Zabicki as New Legal Counsel
-----------------------------------------------------------------
Bruno Holdings, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to hire a new legal counsel.

The Debtor proposes to hire Pick & Zabicki, LLP to give legal
advice regarding its duties under the Bankruptcy Code, analyze
claims of and negotiate with creditors, prepare a bankruptcy plan,
and provide other legal services.  

Pick & Zabicki will replace Elizabeth A. Haas, Esq., PLLC, which
was relieved as the Debtor's counsel on Jan. 17.

The hourly rates charged by the firm are:

     Partners        $350 - $425
     Associates             $250
     Paraprofessionals      $125

Pick & Zabicki is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code, according to court filings.

The firm can be reached through:

     Douglas J. Pick, Esq.
     Eric C. Zabicki, Esq.
     Pick & Zabicki, LLP
     369 Lexington Avenue, 12th Floor
     New York, NY 10017
     Phone: (212) 695-6000

                       About Bruno Holdings

Bruno Holdings, LLC, based in Suffern, N.Y., filed a Chapter 11
bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-22738) on May 27,
2016.  The Hon. Robert D. Drain presides over the case.  In its
petition, the Debtor listed total assets of $1.10 million and total
liabilities of $763,782.  The petition was signed by Anthony Bruno,
managing member.


BRUNO HOLDINGS: Taps Frances Caruso as Bookkeeper
-------------------------------------------------
Bruno Holdings, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to hire a bookkeeper.

The Debtor proposes to hire Frances Caruso to prepare its monthly
operating statements and other financial reports, and provide other
services if necessary.  She will be paid an hourly rate of $50 for
her services and will receive reimbursement for work-related
expenses.

Ms. Caruso does not hold or represent any interest adverse to the
Debtor, its bankruptcy estate and creditors, according to court
filings.

                       About Bruno Holdings

Bruno Holdings, LLC, based in Suffern, N.Y., filed a Chapter 11
bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-22738) on May 27,
2016.  The Hon. Robert D. Drain presides over the case.  In its
petition, the Debtor listed total assets of $1.10 million and total
liabilities of $763,782.  The petition was signed by Anthony Bruno,
managing member.


CADIZ INC: Nokomis Capital Reports 9.9% Equity Stake as of Dec. 31
------------------------------------------------------------------
Nokomis Capital, L.L.C., and Mr. Brett Hendrickson reported in an
amended Schedule 13G filed with the Securities and Exchange
Commission that as of Dec. 31, 2016, they beneficially own
2,303,400 shares of common stock, par value $0.01 per share, of
Cadiz Inc. representing 9.9 percent of the shares outstanding.

The amendment relates to common stock of Cadiz Inc. purchased by
Nokomis Capital through the accounts of certain private funds and
managed accounts.  Nokomis Capital serves as the investment adviser
to the Nokomis Accounts and may direct the vote and dispose of the
2,303,400 shares of Common Stock held by the Nokomis Accounts.  As
the principal of Nokomis Capital, Mr. Hendrickson may direct the
vote and disposition of the 2,303,400 shares of Common Stock held
by the Nokomis Accounts.

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

                    https://is.gd/ELRwYy

                        About Cadiz

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

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

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


CAPITAL TRANSPORTATION: Seeks to Hire David A. Ray as New Counsel
-----------------------------------------------------------------
Capital Transportation, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to hire a new
legal counsel.

The Debtor proposes to hire David A. Ray, P.A. to give legal advice
regarding its duties under the Bankruptcy Code, negotiate with
creditors in the preparation of a bankruptcy plan, and provide
other legal services.  The firm will replace Tripp Scott P.A.

David Ray, Esq., disclosed in a court filing that he and his firm
do not hold or represent any interest adverse to the Debtor's
bankruptcy estate.

The firm can be reached through:

     David A. Ray, Esq.
     David A. Ray, P.A.
     400 Southeast 12th Street, Building B
     Fort Lauderdale, FL 33316

                  About Capital Transportation

Capital Transportation, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-11664) on
February 10, 2017.  The petition was signed by John Camillo,
president.  

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


CAROLINA MOLD: Allowed to Use Cash Collateral Until March 7
-----------------------------------------------------------
Judge Benjamin Kahn of the U.S. Bankruptcy Court for the Middle
District of North Carolina authorized Carolina Mold & Machining,
Inc. to use cash collateral until March 7, 2017.

The Debtor owns all the equipment that is being used in its
operations. The Debtor also owns bank accounts, rights to accounts
receivable, and inventory used in the business, which may
constitute Cash Collateral.

The Debtor will only be authorized to use Cash Collateral for the
actual and necessary expenses of operating its business and
maintaining the Cash Collateral pursuant to the Budget. The
approved Budget provides total cash outflow of $36,897 for the
month of January, $56,361 for the month of February, $55,636 for
the month of March, and 49,386 for the month of April.

The Debtor owed Patsy Marion approximately $505,000 pursuant to a
Promissory Note, which is secured by the Debtor's inventory,
equipment and accounts. Patsy Marion is the wife of the majority
shareholder of the Debtor, Rodney Marion and as such is considered
an insider.

Pre-petition, the Internal Revenue Service filed two Notices of
Liens with the North Carolina Secretary of State against the
Debtor, stating an indebtedness in the amount of $885,881, which is
secured by any personal property, including general intangibles,
owned by the Debtor.

The Debtor had a lease with Direct Capital Corporation for an
article of equipment used in the Debtor's business, more
particularly described as a GF Agie Charmilless FO350, SP. The term
of the lease is for 60 months with a monthly payment of $2,965.02
and an end of lease purchase option of $1.  Under the terms of the
lease the amount remaining owed is approximately $55,000, as of the
Petition Date. Direct Capital had asserted a secured interest in
the equipment and among other items accounts and inventory.

Patsy Marion, Direct Capital and  the IRS were granted a
post-petition replacement lien in the Debtor's post-petition
property of the same type which secured the indebtedness of Patsy
Marion, Direct Capital and  the IRS pre-petition, with such liens
having the same validity, priority, and enforceability as they had
against the same type of such collateral as of the Petition Date.
The post-petition liens and security interests provided will be
subordinate to Trailing Expenses.

The Debtor was required to make monthly adequate protection
payments to Direct Capital in the amount of $917, as well as to the
IRS in the amount of $5,500.

The Debtor will also keep all its personal property insured for no
less than the amounts of the pre-petition insurance. The Debtor was
required to pay all applicable insurance premiums, taxes, and other
governmental charges as they become due, and will make all tax
deposits and file all applicable tax returns on a timely basis.

The Debtor was directed to submit to the Bankruptcy Administrator,
the IRS and Counsel for Patsy Marion monthly reports of operations
and cash flow.

The Debtor will be authorized to use the Cash Collateral in the
ordinary course of business through the earliest of:

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

      (b) the entry of a further interim order authorizing the use
of Cash Collateral,

      (c) March 7, 2017,

      (d) the entry of an order denying or modifying the use of
Cash Collateral,

      (e) an occurrence of default as provided herein, or

      (f) the occurrence of any of these Termination Event:

           (i) The effective date of any confirmed Chapter 11 plan
in the Debtor's bankruptcy proceeding;

           (ii) Conversion of the Debtor's case to another Chapter
of the Bankruptcy Code;

           (iii) The entry of further orders of the Court regarding
the Debtor's use of cash collateral; or

           (iii) Dismissal of the Debtor's bankruptcy proceeding.

A further hearing on the Cash Collateral Motion and any objections
and responses to the Cash Collateral Motion, will be heard on March
7, 2017 at 9:30 a.m.

A full-text copy of the Order, dated February 9, 2017, is available
at https://is.gd/sgYvvl


                       About Carolina Mold & Machining

Carolina Mold & Machining, Inc., sought protection under Chapter 11
of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 17-10001) on Jan.
1, 2017.  The petition was signed by Rodney Marion, president.  The
Debtor is represented by Dirk W. Siegmund, Esq. of Ivey, McClellan,
Gatton & Siegmund, LLP.  At the time of the filing, the Debtor
disclosed $660,978 in assets and $1.48 million in liabilities.

An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Carolina Mold & Machine, Inc.,
as of Jan. 17, 2017, according to a court docket.


CHESAPEAKE ENERGY: 6.50% Senior Notes Delisted from NYSE
--------------------------------------------------------
The New York Stock Exchange LLC filed a Form 25 with the U.S.
Securitities and Exchange Commission notifying the removal from
listing or registration of Chesapeake Energy Corp.'s 6.50% Senior
Notes due Aug. 15, 2017, on the Exchange.

                     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.


CHICO HEALTH: Case Summary & 15 Unsecured Creditors
---------------------------------------------------
Debtor: Chico Health Imaging, LLC
        720 Mangrove Avenue, Ste. 230
        Chico, CA 95928

Case No.: 17-20247

Nature of Business: Health Care

Chapter 11 Petition Date: February 16, 2017

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

Judge: Hon. Christopher D. Jaime

Debtor's Counsel: Gerald M. Gordon, Esq.
                  GARMAN TURNER GORDON LLP
                  650 White Drive #100
                  Las Vegas, NV 89119
                  Tel: 725-777-3000
                  E-mail: bknotices@gtc.legal

                      - and -

                  Teresa M. Pilatowicz, Esq.
                  650 White Drive #100
                  Las Vegas, NV 89119
                  Tel: 725-777-3000
                  E-mail: bknotices@gtc.legal

                       - and -

                  Philip J. Rhodes, Esq.
                  PO Box 2911
                  Fair Oaks, CA 95628
                  Tel: 916-295-1222
                  E-mail: bknotices@gtc.legal

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kenneth Woolley, manager.

A copy of the Debtor's list of 15 unsecured creditors is available
for free at http://bankrupt.com/misc/caeb17-20247.pdf


COMPOUNDING DOCS: Can Use Stonegate Bank's Collateral Until March 1
-------------------------------------------------------------------
The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida has entered an interim order
authorizing Compounding Docs, Inc., to use cash collateral of
Regent Bank nka Stonegate Bank until 5:00 p.m. on March 1, 2017.

A status conference will be held on March 1, 2017, at 2:00 p.m.

As reported by the Troubled Company Reporter on Nov. 21, 2016, the
Debtor sought authority from the Court to use cash collateral.  The
Debtor contends that it needs to continue to operate in order to
have a chance at reorganizing, and that it has no alternative
source of funding at this time.  The Debtor further contends that
it needs immediate authority to use the cash in its bank accounts
and the cash that is generated from its inventory and account
receivables so that it can pay ordinary and necessary operating
expenses.  The Debtor's proposed 30-day cash budget, provides total
projected expenses in the approximate amount of $159,526.

The Debtor will not exceed the budgeted line item amounts by more
than 10%.  The Debtor will pay Stonegate Bank minimum monthly
adequate protection payments in the amount of $5,000 due on March
1, 2017.

The Court confirms the grant, assignment and pledge by the Debtor
to the secured creditor of a post-petition security interest and
lien in the secured creditor's prepetition collateral in and to (a)
all proceeds from the disposition of any of the cash collateral,
and (b) any and all of its goods, property, assets and interest in
property in which the secured creditor held a lien or security
interest prior to the Petition Date, whether now existing and owned
and arising and acquired and wherever located by the Debtor, and
proceeds thereof.  The security interests and liens granted in the
post-petition collateral will be valid, perfected and enforceable
security interests and liens on the collateral without further
filing or recording any document or instrument or any other
actions.  The replacement lien will not apply to any funds
recovered by the Estate pursuant to avoidance actions.

                     About Compounding Docs

Compounding Docs, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 16-25312) on Nov. 15,
2016.  The petition was signed by Dr. Charles Robertson, director.


The case is assigned to Judge Erik P. Kimball.

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

The Debtor hired Rappaport Osborne Rappaport & Kiem, PL, to give
legal advice regarding its duties under the Bankruptcy Code,
negotiate with creditors, assist in the preparation of a bankruptcy
plan, and provide other legal services.


CONTINENTAL RESOURCES: S&P Affirms 'BB+' CCR on Increased Spending
------------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' corporate credit rating on
Continental Resources Inc.  The outlook is stable.

S&P's 'BB+' issue-level and '3' recovery ratings on the company's
senior unsecured debt are unchanged.  The '3' recovery rating
indicates S&P's expectation of meaningful (50% to 70%, higher end
of the range) recovery to creditors in the event of a payment
default.

"Our ratings affirmation follows Continental Resources' recently
announced 2017 capital spending and growth guidance," said S&P
Global Ratings credit analyst Carin Dehne-Kiley.  "The company
expects to spend $1.95 billion this year, including $1.72 billion
on drilling and completion activities, up more than 75% from the
$1.1 billion spent in 2016," she added.

The stable outlook reflects S&P's expectation that Continental
Resources will increase production and reserves while keeping
capital spending relatively close to cash flows over the next two
years, such that FFO/debt remains above 20%.

S&P could lower the rating if credit measures weaken such that
Continental's FFO to debt approaches 12% for a sustained period.
S&P believes this could occur if the company assumes a more
aggressive capital spending program in 2017 than S&P currently
forecasts, or if Continental's production is weaker than S&P
anticipates for several quarters.

S&P would consider a positive rating action if the company improves
FFO/debt above 30% for a sustained period and maintains a
conservative financial policy, which would most likely occur if oil
prices improved beyond S&P's current expectations and the company
did not ramp up capital spending.  S&P could also consider an
upgrade if the company meaningfully broadened its geographic
diversity and increased its proved developed reserve percentage
relative to peers.



CS MINING: Seeks September 30 Plan Exclusivity Extension
--------------------------------------------------------
CS Mining, LLC requests the U.S. Bankruptcy Court for the District
of Utah to further extend the periods within which it has the
exclusive right to file and solicit acceptances of a Chapter 11
bankruptcy plan for 180 days or through September 30, 2017 and
November 30, 2017, respectively.

The Debtor relates that just recently, the Court entered a Final
Order authorizing the Debtor to enter into additional $2.65 million
Postpetition Financing Agreement with its Vendor and Existing DIP
Lender. The Financing Order also provided funding to, among other
things, extend the time frame for the marketing and sale of the
Purchased Assets.  The Debtor also filed a Notice of Extended
Deadlines reflecting a new bid deadline of June 30, 2017, auction
date of July 10, 2017 and sale hearing of July 17, 2017.

As reported by the Troubled Company Reporter on Jan. 23, 2017,
Judge William T. Thurman authorized the Debtor to enter into
additional $2.65 million postpetition financing with the Tailings
DIP Lenders: Wellington Financing Partners, LLC, St. Cloud Capital
Partners II, L.P. and Oxbow Carbon, LLC.

                         About CS Mining, LLC

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

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

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

Judge William T. Thurman presides over the case.

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

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

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


DALLAS CO. SCHOOLS: Moody's Lowers Promissory Notes Rating to B1
----------------------------------------------------------------
Moody's Investors Service has downgraded to Baa3 from Baa1 the
rating on Dallas County Schools, TX's General Obligation Limited
Tax (GOLT) bonds. In addition, Moody's has downgraded to B1 from
Ba3 the rating on Dallas County Schools, TX's Amended and Restated
Promissory Notes. The outlook is negative. The district has $60
million of GOLT debt and $10.6 million of Amended and Restated
Promissory Notes outstanding. This action concludes a review
undertaken in conjunction with the publication on December 19, 2016
of the US Local Government General Obligation Debt methodology.

The downgrade to Baa3 reflects the fundamental credit pressures of
the issuer, including a narrow financial position and increasing
contingent liability risk from a nonessential school bus stop-arm
camera enterprise. The Baa3 further incorporates the district's
available taxing headroom, limited ability to raise the property
tax rate, lack of a full faith and credit pledge and inability to
easily override the tax cap. The GOLT rating is at the same level
as the general obligation unlimited tax (GOULT) implied rating
given the available taxing headroom when including the 0.1 mill
property tax, which provides sufficient revenue capacity to pay
debt service. Taxing headroom from the fiscal 2016 property tax
levy is 58% of maximum annual debt service on the district's GOLT
debt.

The downgrade to B1 on the Amended and Restated Promissory Notes
reflects the increasingly speculative characteristics and added
credit risk of the nonessential school bus stop-arm camera
enterprise. The rating incorporates a narrow financial position
from continued underperformance of the enterprise relative to
projections, ongoing General Fund support, and inability to
generate revenue sufficient to meet annual debt service.

Rating Outlook

The negative outlook reflects the expectation that limited options
are available to achieve structural balance, and rising contingent
liability risk from the nonessential enterprise will continue to
pressure on the district's financial operations and liquidity.

Factors that Could Lead to an Upgrade

Substantial reduction of contingent liability risk

Material and sustained improvement in fund balance and liquidity

Factors that Could Lead to a Downgrade

Further narrowing of liquidity or reserves

Continued underperformance of enterprise revenues requiring
continued General Fund support

Reliance on one-time budget actions to balance operations

Trend of substantial tax base decline

Legal Security

The GOLT bonds are secured by and payable from the proceeds of an
annual ad valorem tax that is limited to $0.01 per $100 of taxable
valuation and levied on all taxable property within the county for
maintenance and operations purposes.The promissory note is payable
from the gross revenues of the district's enterprise funds and all
other legally available revenues, which excludes property tax,
state aid, and federal aid.

Use of Proceeds. Not applicable.

Obligor Profile

Dallas County Schools is a county-unit school district that is
coterminous with Dallas County. It does not have any student
enrollment or direct instructional operations, but provides various
support services to independent school districts located within and
outside Dallas County. These support activities include
transportation, information technology, instructional media
services and psychological services.

Methodology

The principal methodology used in this rating was US Local
Government General Obligation Debt published in December 2016. An
additional methodology used in the lease rating was Lease,
Appropriation, Moral Obligation and Comparable Debt of US State and
Local Governments published in July 2016.


DAVID AND VERDA: Wants to Use Cash for Adequate Protection Payments
-------------------------------------------------------------------
David and Verda Dicorte Revocable Trust asks the U.S. Bankruptcy
Court for the Northern District of Georgia for permission to use
cash collateral to pay adequate protection payments, providing for
(i) the payment of an immediate payment from cash collateral
reflecting sums due from December 2016 and January 2017, and (ii) a
continuing monthly payment from cash collateral in the amount of
$3,000 per month (paid by the tenth) until such time as the Chapter
11 Plan of reorganization is confirmed.

Creditor Greenwich Investors XLIX Trust 2015-1 holds a first
priority security interest in the two properties owned by Debtor.
Greenwich's total claim, as of the Petition Date, was $1,097,426.

The Debtor and the Creditor have agreed on a plan to treat the
secured debt in the Chapter 11 Plan of Reorganization, and through
a series of monthly payments of adequate protection, equal to
$3,000 per month.

Because all of the Debtor's revenues come from the operation,
leasing, and ownership of the properties, no creditor will be
prejudiced by disbursing the Payment directly to Greenwich.

Greenwich and Debtor have reached an agreement wherein the Debtor
will pay the Payments directly from the revenues derived from the
properties.  The feasibility of the payments is established by the
monthly budget, a copy of which is available at:

           http://bankrupt.com/misc/ganb16-60447-38.pdf

                  About David and Verda DiCorte

The David and Verda DiCorte Revocable Trust is a family trust
created by David Vincent DiCorte and accepted by Karen Hope DiCorte
Yore pursuant to the laws of the State of Florida for the benefit
of Grantors adult children, Billy David DiCorte, Roy Lee DiCorte,
Karen Hope DiCorte Yore, and Naomi Lynn DiCorte Carmen.

The Debtor filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga.
Case No. 16-60447) on June 15, 2016.  The petition was filed pro
se.

Slomka Law Firm PC serves as the Debtor's bankruptcy counsel.

No committee has been appointed in the Debtor's case.


DBDFW2 LLC: To Pay $500 for 60 Months to Unsecured Creditors' Pool
------------------------------------------------------------------
DBDFW2, LLC, filed with the U.S. Bankruptcy Court for the Northern
District of Texas a disclosure statement describing its amended
plan of reorganization, dated Feb. 9, 2017, a full-text copy of
which is available at:

            http://bankrupt.com/misc/txnb16-33554-11-32.pdf

Class 7 (Allowed Claims of Unsecured Creditors ) is impaired and
will share pro-rata in the Unsecured Creditor's Pool.  The Debtor
will pay $500 per month for a period of 60 months into the
Unsecured Creditor's Pool.  The Unsecured Creditors will be paid
quarterly on the last day of each calender quarter.  Payments to
the Unsecured Creditors will commence on the last day of the first
full calender quarter after the Effective Date.  The Debtor may
pre-pay the Unsecured Creditors at any time.

The Debtor anticipates the continued operations of the business and
the rentals from the properties to fund the Plan.

                      About DBDFW2 LLC

DBDFW2, LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N. D. Texas Case No. 16-33554) on September 6, 2016,
listing under $1 million in both assets and liabilities.


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

      Debtor                                     Case No.
      ------                                     --------
      Dependable Auto Shippers, Inc.             16-34855
         aka DAS
         aka Dependable
      3020 E. Hghway 80
      Mesquite, TX 75149

      DAS Global Services, Inc.                  16-34857
         aka DAS Global
         aka DAS Global Services
      3020 US Highway 80E
      Mesquite, TX 75149

      DAS Government Services, LLC               16-34858
         aka DAS Government Services
         aka Government Services
         aka DAS Specialized Logistics
      3020 US Highway 80E
      Mesquite, TX 75149

Type of Business:

Chapter 11 Petition Date: December 21, 2016

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Hon. Barbara J. Houser

Debtors' Counsel: Joshua N. Eppich, Esq.
                  BONDS ELLIS EPPICH SCHAFER JONES LLP
                  420 Throckmorton St., Suite 1000
                  Fort Worth, TX 76102
                  Tel: 817-405-6905
                  Fax: 817-405-6902
                  E-mail: Joshua@BondsEllis.com

                       - and -

                  Paul M. Lopez, Esq.
                  BONDS ELLIS EPPICH SCHAFER JONES LLP
                  420 Throckmorton Street, Suite 1000
                  Fort Worth, TX 76102
                  Tel: (817) 405-6902
                  Fax: (817) 405-6902
                  E-mail: paul.lopez@bondsellis.com

                       - and -

                  John Y. Bonds, Esq.
                  BONDS ELLIS EPPICH SCHAFER JONES LLP
                  420 Throckmorton Street, Suite 1000
                  Fort Worth, TX 76120
                  Tel: 817-405-6900
                  E-mail: John@BondsEllis.com

                                         Estimated   Estimated
                                          Assets    Liabilities
                                        ----------  -----------
Dependable Auto Shippers, Inc.          $10M-$50M    $10M-$50M
DAS Global Services, Inc.                 $0-$50K   $500K-$1M
DAS Government Services, LLC              $0-$50K      $0-$50K

The petitions were signed by Tim Higgins, executive vice
president.

Debtors' Consolidated List of 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Agarita Mesquite LLC                  Trade Debt        $196,800

American Express                      Trade Debt        $117,129

AT&T                                  Trade Debt         $84,922

Carsarrive Network                    Trade Debt      $3,600,000
1620 South Stapley
Dr., Ste 232
Mesa, AZ 85204

Drive America                         Trade Debt      $2,418,057

Enterprise Rent-A-Car                 Trade Debt        $240,275

IPFS Corporation                      Trade Debt         $87,782

John Roehll                           Trade Debt         $94,477

JRP Properties                        Trade Debt        $355,000
2501 Mayers Rd.,
Ste. 100
Carrollton, TX 75006

Matson Navigation                     Trade Debt        $128,803

Mesquite Tax Fund                     Trade Debt        $144,566

Montgomery Coscia Grelich LLP         Trade Debt        $122,358

Rick Laforge                          Trade Debt        $129,205

Salesforce.com                        Trade Debt        $165,000

SBS Transport LLC                     Trade Debt        $238,659

Specialized Transportation Inc.       Trade Debt        $135,020

Suddath Military                      Trade Debt        $133,051
Relocation Services

Thinglogix LLC                        Trade Debt          $90,000

Tracalyst                             Trade Debt         $141,900

Wallenius Wilhelmsen Logistics        Trade Debt         $114,948


DEWEY & LEBOEUF: Wells Fargo Had Internal Concerns Over High Debt
-----------------------------------------------------------------
Stewart Bishop, writing for Bankruptcy Law360, reports that Robert
Tolan, a senior vice president at Wells Fargo, revealed during a
hearing on Feb. 14, 2017, in the second trial of former Dewey &
LeBoeuf LLP Executive Director Stephen DiCarmine and Chief
Financial Officer Joel Sanders internal concerns at the bank over
the high amount of debt the Debtor was taking on in the early years
after its inception.

                      About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) in 2012 to complete the wind-down of its
operations.  The firm had struggled with high debt and partner
defections.  Dewey disclosed debt of $245 million and assets of
$193 million in its chapter 11 filing late evening on May 29,
2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP —
originally
founded in 1929.  In recent years, more than 1,400 lawyers worked
at the firm in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe. When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.  The
partners of the separate partnership in England are in process of
winding down the business in London and Paris, and administration
proceedings in England were commenced May 28.  All lawyers in the
Madrid and Brussels offices have departed.  Nearly all of the
lawyers and staff of the Frankfurt office have departed, and the
remaining personnel are preparing for the closure.  The firm's
office in Sao Paulo, Brazil, is being prepared for closure and the
liquidation of the firm's local affiliate.  The partners of the
firm in the Johannesburg office, South Africa, are planning to wind
down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

FTI Consulting, Inc., was appointed secured lender trustee for the
Secured Lender Trust.  Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee.  Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.

Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February 2013 and implemented in March.  The plan created
a trust to collect and distribute remaining assets.  The firm
estimated that midpoint recoveries for secured and unsecured
creditors under the plan would be 58.4 percent and 9.1 percent,
respectively.


DORAL FINANCIAL: Wants Ronald Stewart's $12M Claim Capped
---------------------------------------------------------
Rick Archer, writing for Bankruptcy Law360, reports that the
trustee of Doral Financial Corp. asked on Feb. 13 the U.S.
Bankruptcy court for the Southern District of New York to cap the
$12 million whistle-blowing claim of Ronald Stewart, a former
senior vice-president for the Puerto Rican bank who claimed he was
fired for expressing concerns about the Bank's financial reporting,
at under $300,000.  That's all he can get by law, the report
states, citing Mr. Stewart.

Law360 relates that Mr. Stewart claimed he was fired for expressing
concerns about the bank's financial reporting.  Mr. Stewart is
seeking past and future lost income plus emotional distress and
punitive damages, Law360 says.

                    About Doral Financial Corp.

Doral Financial Corp. is a holding company whose
primary operating asset was equity in Doral Bank.  DFC maintains
offices in New York City, Coral Gables, Florida and San Juan,
Puerto Rico.  The Company has three wholly-owned subsidiaries:
Doral Properties, Inc., Doral Insurance Agency, LLC, and Doral
Recovery, Inc.

On Feb. 27, 2015, regulators placed Doral Bank into receivership
and named the Federal Deposit Insurance Corp. as receiver.  Doral
Bank served customers through 26 branches located in New York,
Florida, and Puerto Rico.

DFC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
15-10573) in Manhattan on March 11, 2015.  The case is assigned to
Judge Shelley C. Chapman.  It estimated $50 million to $100 million
in assets and $100 million to $500 million in debt as of the
bankruptcy filing.


DRAW ANOTHER CIRCLE: Court Confirms Liquidation Plan
----------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware has confirmed Draw Another Circle, LLC, et
al., and the Official Committee of Unsecured Creditors' First
Amended Joint Combined Disclosure Statement and Chapter 11
Liquidation Plan.

The Plan had received overwhelming approval, with remnants of the
Debtor and any retained claims due to be handed over to a
liquidating trustee, Jeff Montgomery, writing for Bankruptcy
Law360, reports, citing Christopher M. Samis, Esq., at Whiteford
Taylor & Preston LLC, the attorney for the Debtors.

On the effective date of the Plan, a liquidating trust will be
established, and all liquidating trust assets will e deemed
transferred to and will vest in the Liquidating Trust free and
clear of all liens and claims without any further action of any of
the Debtors or any officers, directors, members, partners,
employees, agents, advisors, or representatives of the Debtors or
the liquidating trustee, Curtis R. Smith.

The plan confirmation order -- a copy of which is available for
free at http://bankrupt.com/misc/deb16-11452-1195.pdf-- will be
effective and enforceable immediately upon its entry.

Under the Plan, Class 5 General Unsecured Claims are impaired and
will recover 2.3% to 3.0%.

On and after the effective date, the Liquidating Trust and the
Liquidating Trust will cause each of the Liquidating Debtors to
sell or otherwise dispose their assets and properties, to discharge
its obligations and liabilities and to wind up its business
operations, all on the terms as the Liquidating Trustee determines
to be necessary or appropriate to implement this Combined Plan and
Disclosure Statement and the liquidating trust agreement and all
without further court order.

                    About Draw Another Circle

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

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

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

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

Andrew Vara, acting U.S. Trustee for Region 3, on June 21, 2016,
appointed seven creditors of Draw Another Circle, LLC, to serve on
the official committee of unsecured creditors.  The creditors
committee retained Lowenstein Sandler LLP as counsel, FTI
Consulting, Inc., as financial advisor, and BDO USA, LLP, as
financial advisor.


DUER WAGNER: Plan Confirmation Hearing on March 21
--------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
approved the disclosure statement filed by Duer Wagner III Oil &
Gas LP and its debtor-affiliates on Feb. 8, 2017, in support of
joint plan of reorganization.

The Court will consider Confirmation of the Plan at the hearing to
be held on March 21, 2017, at 9:30 a.m.

Objections to the plan confirmation must be filed by March 10,
2017, at 4:00 p.m. (Central Time).

March 13, 2017, at 4:00 p.m. (Central Time) will be the date by
which responses to objection to the Plan must be filed with the
Court and served so as to be actually received by the appropriate
notice parties.

March 13, 2017, will be the date by which the voting certification
must be filed with the Court.

All holders of claims entitled to vote on the Plan must complete,
execute, and submit their ballots by March 6, 2017.

The confirmation hearing notice will be filed by the Debtors and
served upon parties in interest in the Chapter 11 cases on March
10, 2017.

As reported by the Troubled Company Reporter on Feb. 15, 2017, the
Debtors filed with the Court a first amended disclosure statement
filed on Feb. 8, 2017, in support of joint plan of reorganization,
which proposes that Class 2 DIP loan and all outstanding amounts
owing thereunder be satisfied, compromised, settled, and released
in full exchange for the transfer of certain assets, as defined in
the settlement motion, which set forth the terms of the proposed
term sheet which provided for, among other things, that the Debtors
and its principal, Duer Wagner III, individually and as the person
in control of certain non-Debtors, agreed to transfer, or cause to
be transferred certain assets.

Under the plan, holders of allowed Class 6 general unsecured claims
will be paid, pro rata, from the remaining cash held by the
companies, according to the latest disclosure statement filed on
Feb. 9.

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

                     https://is.gd/OS4Wji

                     About Duer Wagner III

Duer Wagner III Oil & Gas, LP, and its affiliates owned and
managed, but do not operate, approximately 1500 distinct oili and
gas interests, including, producing and non-producing acreage,
non-operating working interests, royalty interests, and overriding
royalty interests throughout Alabama, Arkansas, Colorado, Kansas,
Louisiana, Mississippi, Montana, New Mexico, North Dakota,
Oklahoma, Texas and Utah.

The Debtors each filed Chapter 11 bankruptcy petition in the
Northern District of Texas (Ft. Worth) on May 15, 2015.  The
petitions were signed by Roy E. Guinnup, manager of Duer Wagner III
& Partners, LLC, the general partner.

The cases are jointly administered under Case No. 15-41961.  The
Debtors are represented by Joshua N. Eppich, Esq., Hunter Brandon
Jones, Esq., and John Y. Bonds, III, Esq., at Shannon, Gracey,
Ratliff & Miller, LLP.

Duer Wagner III estimated assets of $1 million to $10 million and
debts of $100 million to $500 million.


EASTERN OUTFITTERS: Seeks to Hire AP Services & S. Ware as CRO
--------------------------------------------------------------
Eastern Outfitters, LLC seeks approval from the U.S. Bankruptcy
Court in Delaware to hire AP Services, LLC and designate Spencer
Ware as its chief restructuring officer.

AP Services and Mr. Ware, director of the firm's affiliate
AlixPartners LLP, are expected to provide these services to the
company and its affiliates:

     (a) prepare financial projections and liquidity forecasting;

     (b) develop and implement case management strategies,  
         tactics, and processes;

     (c) work with the Debtors' professionals in the development
         of creditor matrices, schedules of assets and
         liabilities, and statements of financial affairs;

     (d) prepare court required financial reporting;

     (e) work with the Debtors' professionals in the design and
         implementation of a restructuring or liquidation process;

     (f) work with senior management to negotiate and implement
         value optimization strategies;

     (g) work with the Debtors' professionals and managing member
         or independent director in the development, communication

         and implementation of employee retention, incentive and
         related plans and transitions;

     (h) assist the Debtors in other matters that are within the
         firm's expertise;

     (i) negotiate with stakeholders and their representatives;

     (j) assist in communications with vendors, creditors and
         employees;

     (k) negotiate with potential acquirers of the Debtors'
         assets;

     (l) assist in communication or negotiation with outside
         constituents including banks and their advisors;

     (m) obtain and compile information that is needed to present
         the Debtors or their business units to prospective
         purchasers and investors;

     (n) perform analysis and negotiate the divestiture of any
         non-core assets or business lines;

     (o) assist the Debtors and their management in refining their

         short-term cash flow forecasting, and assist in planning
         for alternatives; and

     (p) assist the Debtors in enhancing or developing an actual
         to forecast variance reporting mechanism including
         written explanations of key differences.

The standard hourly rates of Mr. Ware and the AP personnel who will
be assisting the Debtors are:

     Spencer Ware      CRO                     $800
     Holly Etlin       Managing Director     $1,110
     Afshin Azhari     Director                $745

AP Services is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code, according to court filings.

The firm  can be reached through:

     Spencer Ware      
     AlixPartners LLP
     909 Third Avenue, Floor 30
     New York, New York, 10022

                    About Eastern Outfitters

Headquartered in Meriden, Connecticut, Eastern Outfitters, LLC, is
the holding company of outdoor sports apparel and equipment
retailers Bob's Stores and Eastern Mountain Sports.

Eastern Outfitters, LLC, a/k/a Subortis Retail Group, LLC, along
with affiliates, filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Lead Case No. 17-10243) on Feb. 5, 2017.  The
petitions were signed by Mark Walsh, chief executive officer.

Judge Laurie Selber Silverstein presides over the cases.

Eastern Outfitters, Subortis IP Holdings, and Eastern Mountain
Sports each estimated its assets and liabilities at between $100
million and $500 million each.

Robert G Burns, Esq., Jennifer Feldsher, Esq., and David M Riley,
Esq., and Mark E. Dendinger, Esq., at Bracewell LLP serve as the
Debtors' restructuring counsel.

Norman L. Pernick, Esq., Marion M Quirk, Esq., and Katharina
Earle, Esq., at Cole Schotz P.C. serve as the Debtors' Delaware
counsel.  Lincoln Partners Advisors LLC is the Debtors' financial
advisor while Kurtzman Carson Consultants serves as its claims and
noticing agent.


ENERGY FUTURE: Has Settlement Over Postpetition Interest Claims
---------------------------------------------------------------
Matt Chiappardi, writing for Bankruptcy Law360, reports that Chad
J. Husnick, Esq., at Kirkland & Ellis LLP, the attorney for Energy
Future Holdings Corp., said during a hearing held on Feb. 14, 2017,
that the Debtor now has a "global peace" deal over post-petition
interest claims.

                       About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a Portfolio
of competitive and regulated energy businesses in Texas.

Oncor, an 80 percent-owned entity within the EFH group, is the
largest regulated transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.

The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS).

As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion.  The Debtors have $42
billion of funded indebtedness.

EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal.  The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.

The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as
legal advisor, and Centerview Partners, as financial advisor.  The
EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor.  Epiq
Systems is the claims agent.

Wilmington Savings Fund Society, FSB, the successor trustee for
the second-lien noteholders owed about $1.6 billion, is represented
by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A.
Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq.,
Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey,
Esq., and Howard L. Siegel, Esq.  An Official Committee of
Unsecured Creditors has been appointed in the case. The Committee
represents the interests of the unsecured creditors of only Energy
Future Competitive Holdings Company LLC; EFCH's direct subsidiary,
Texas Competitive Electric Holdings Company LLC; and EFH Corporate
Services Company, and of no other debtors.  The Committee has
selected Morrison & Foerster LLP and Polsinelli PC for
representation in this high-profile energy restructuring.  The
lawyers working on the case are James M. Peck, Esq., Brett H.
Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster
LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq.,
Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC.

                          *     *     *

In December 2015, the Bankruptcy Court confirmed the Debtors'
reorganization plan, which contemplated a tax-free spin of the
company's competitive businesses, including Luminant and TXU
Energy, and the $20 billion sale of its holdings in non-debtor
electricity transaction unit Oncor Electric Delivery Co. to a
consortium of investors.  But the Plan became null and void after
certain first lien creditors notified the occurrence of a "plan
support termination event."

The Debtors filed a new plan of reorganization on May 1, 2016, as
subsequently amended.  The new Chapter 11 plan features
alternative options for dealing with the Company's stake in
electricity transmission unit Oncor.

On Aug. 29, 2016, Judge Sontchi confirmed the Chapter 11 exit
plans of two of Energy Future Holdings Corp.'s subsidiaries, power
generator Luminant and retail electricity provider TXU Energy Inc.
(the "T-Side Debtors").  The Plan became effective on Oct. 3,
2016.

On Sept. 21, 2016, the Debtors filed the E-Side Plan and the
Disclosure Statement for the Fourth Amended Joint Plan of
Reorganization of Energy Future Holdings Corp., et al., Pursuant
to Chapter 11 of the Bankruptcy Code as it Applies to the EFH
Debtors and EFIH Debtors.


ESSAR STEEL: To Discuss With Minn. Scheduling for Plan Hearings
---------------------------------------------------------------
Vince Sullivan, writing for Bankruptcy Law360, reports that Essar
Steel Minnesota LLC reached an agreement with the Minnesota
Department of Natural Resources to discuss scheduling for hearings
on the agency's objection to the Debtor's plan to assume mineral
rights leases in its Chapter 11 reorganization plan.

Law360 relates that the Hon. Brendan L. Shannon of the U.S.
Bankruptcy Court for the District of Delaware said during a
teleconference that the Court's schedule was not very flexible in
the coming weeks as a hearing on the Debtor's disclosure statement
approaches on March 16.

                   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.


ETERNAL ENTERPRISE: Court Renders Moot Cash Use Prohibition
-----------------------------------------------------------
Judge Ann M. Nevins of the U.S. Bankruptcy Court for the District
of Columbia denied the Motion filed by Hartford Holdings, LLC which
sought to prohibit Eternal Enterprise, Inc.'s unauthorized use of
cash collateral as moot.

                       About Eternal Enterprise

Eternal Enterprises Inc. -- http://www.eternalenterprises.net/--
was initially started in 1997 for the purpose of managing and
owning low income apartment buildings in Hartford, Connecticut.
Since its inception the Debtor has been a family business primarily
operated by spouses, Vera Mladen and Dusan Mladen, and their son,
Goran Mladen.

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


ETERNAL ENTERPRISE: Wants To Use Cash Collateral
------------------------------------------------
Eternal Enterprise, Inc., asked the U.S. Bankruptcy Court for the
District of Connecticut on Feb. 13, 2017, for permission to use
cash collateral and provide adequate protection.
In its emergency motion, the Debtor asked the Court to authorize
the interim use of cash collateral.

                    About Eternal Enterprise

Eternal Enterprises Inc. -- http://www.eternalenterprises.net/--  
was initially started in 1997 for the purpose of managing and
owning low income apartment buildings in Hartford, Connecticut.
Since its inception the Debtor has been a family business primarily
operated by spouses, Vera Mladen and Dusan Mladen, and their son,
Goran Mladen.

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


FIRST PHOENIX-WESTON: Plan Confirmation Hearing on March 10
-----------------------------------------------------------
First Phoenix-Weston LLC and FPG & LCD, L.L.C., filed with the U.S.
Bankruptcy Court for the Western District of Wisconsin a joint
disclosure statement dated Feb. 10, 2017, referring to the Debtors'
plan of reorganization, indicating that the Court has scheduled a
hearing to consider the confirmation of the Plan on March 10,
2017.

Class 3B under the plan is the Allowed Secured Claim of Simplicity
Credit Union.  The Secured Claim of Simplicity Credit Union will be
paid by Weston in equal monthly installments of principal and
interest at 4% per annum, amortized over seven years from the
Effective Date.  There are no Class 3B Claims against FPG.  The
Allowed Secured Claim of Simplicity Credit Union was classified in
Clas 3A under the previous plan.

Class 3C is the Allowed Secured Claim of All-Lines Leasing.  The
Secured Claim of All-Lines Leasing will be paid by Weston in equal
monthly installments of principal and interest at 4% per annum,
amortized over seven years from the Effective Date. There are no
Class 3C Claims against FPG.

Class 7 General Unsecured Claims against Weston, estimated at
$113,390 and against FPG, estimated at $113,940 will be paid the
full amount of their Claims by the Debtors in four installments,
occurring 3, 9, 15, and 21 months after the Effective Date.  First
Phoenix Group LLC will waive any distribution to which it may be
entitled under the Plan by either Debtor.  Any Creditor in Class 7
may elect to have its claim reduced to $2,500 and paid as a Class 8
Claim.  The unsecured claims against Weston were previously
estimated at $120,561.

Funding of the cash payments due on the Effective Date will be from
the Debtors' operations during the Chapter 11 cases. Funding of the
Plan’s future installments to creditors will come from the normal
operations of the Debtors' business after confirmation of the
Plan.

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

          http://bankrupt.com/misc/wiwb1-16-12820-222.pdf

                  About First Phoenix-Weston

First Phoenix-Weston, LLC, and FPG & LCD, L.L.C., were formed in
2010 to organize, develop, and manage an assisted living and
skilled nursing care facility near three major regional hospitals
in Central Wisconsin including St. Clare's Hospital, which is just
a block away.  The Facility combines an assisted living facility
together with a skilled nursing facility in a resort-like
atmosphere for its patients.  The business is commonly known as
the
"Stoney River" assisted living and rehab.  The Facility is
comprised of two integrated businesses: a 35-unit skilled nursing
rehabilitation center (commonly referred to as the skilled nursing
facility, or "SNF"), and a 60- unit assisted living facility (the
"ALF").

First Phoenix-Weston, LLC, and FPG & LCD, L.L.C., filed Chapter 11
bankruptcy petitions (Bankr. W.D. Wisc. Case Nos. 16-12820 and
16-12821) on Aug. 15, 2016.  The petitions were signed by Philip
Castleberg, as part-owner.  The Debtors estimate assets and
liabilities in the range of $10 million to $50 million.  Michael
Best & Friedrich LLP serves as counsel to the Debtors.


FIRST PHOENIX-WESTON: Sabra Asks Court to Deny Disclosure Statement
-------------------------------------------------------------------
Sabra Phoenix Wisconsin, LLC, filed with the U.S. Bankruptcy Court
for the Western District of Wisconsin a supplemental objection to
the disclosure statement filed by First Phoenix-Weston, LLC, and
affiliates.

The Debtors have amended their Disclosure Statement twice,
addressing some of Sabra's concerns.  Sabra, however, argues that
the amended Disclosure Statement still falls short on disclosures
needed to provide creditors with "adequate information" to make an
informed decision about Debtors’ proposed Joint Plan of
Reorganization filed on Dec. 9, 2016.

When it comes to Sabra's unliquidated claim for breach of the
Option Agreement, Debtors say only that they believe the Option
Agreement "expired prior to the Petition Date or is otherwise null
and void," Sabra's counsel, Frank W. DiCastri, Esq., at Husch
Blackwell LLP, in Milwaukee, Wisconsin, asserted.  But they fail to
disclose that Sabra actually exercised its option to purchase the
facility prior to the Petition Date and that Weston exercised its
right to delay the closing date for the acquisition before it filed
for bankruptcy protection, Mr. DiCastri told the Court.

In addition, Debtors' post-confirmation success depends almost
entirely on their ability to reach occupancy levels they have never
been able to achieve historically, Mr. DiCastri pointed out.
Although their balance sheets are being adjusted, the Debtors still
plan to pay all creditors in full.  This is, for all intents and
purposes, a revenue-driven Plan, not one that is propelled by huge
expense reductions, Sabra asserted.  Under these circumstances,
more information is needed to provide adequate information about
Debtors' projections for the future, Sabra said.

Specifically:

   (a) Debtors still need to provide creditors with some basis to
conclude that the projections are reasonable, particularly given
the Debtors' historical performance. For example, for the first
time Debtors state that they expect their market share to increase,
but there is no support for the statement;

   (b) Operating margins are a particularly important way to
measure performance in the healthcare business. Debtors fail to
disclose their projected operating margins and how they arrived at
those numbers; and

   (c) the Debtors fail to disclose any projections for capital
expenditures.

For all of these reasons, the amended Disclosure Statement should
not be approved, Sabra told the Court.

Attorneys for Sabra Phoenix Wisconsin, LLC:

     Frank W. DiCastri
     Lindsey M. Greenawald
     HUSCH BLACKWELL LLP
     555 E. Wells Street, Suite 1900
     Milwaukee, WI 53202
     Telephone: (414) 273-2100
     Email: frank.dicastri@huschblackwell.com
     lindsey.greenawald@huschblackwell.com

        -- and --

     Iana A. Vladimirova
     HUSCH BLACKWELL LLP
     33 E. Main Street, Suite 300
     Madison, WI 53701-1379
     Telephone: (608) 255-4440
     Email: iana.vladimirova@huschblackwell.com

                 About First Phoenix-Weston

First Phoenix-Weston, LLC, and FPG & LCD, L.L.C., were formed in
2010 to organize, develop, and manage an assisted living and
skilled nursing care facility near three major regional hospitals
in Central Wisconsin including St. Clare's Hospital, which is just
a block away.  The Facility combines an assisted living facility
together with a skilled nursing facility in a resort-like
atmosphere for its patients.  The business is commonly known as
the
"Stoney River" assisted living and rehab.  The Facility is
comprised of two integrated businesses: a 35-unit skilled nursing
rehabilitation center (commonly referred to as the skilled nursing
facility, or "SNF"), and a 60- unit assisted living facility (the
"ALF").

First Phoenix-Weston, LLC, and FPG & LCD, L.L.C., filed Chapter 11
bankruptcy petitions (Bankr. W.D. Wisc. Case Nos. 16-12820 and
16-12821) on Aug. 15, 2016.  The petitions were signed by Philip
Castleberg, as part-owner.  The Debtors estimate assets and
liabilities in the range of $10 million to $50 million.  Michael
Best & Friedrich LLP serves as counsel to the Debtors.


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

     Debtor                                          Case No.
     ------                                          --------
     Folts Home                                      17-60139
     104 North Washington Street
     Herkimer, NY 13350

     Folts Adult Home, Inc.                          17-60140

Type of Business: Health Care

Chapter 11 Petition Date: February 16, 2017

Court: United States Bankruptcy Court
       Northern District of New York (Utica)

Judge: Hon. Diane Davis

Debtors' Counsel: Stephen A. Donato, Esq.
                  BOND, SCHOENECK & KING, PLLC
                  One Lincoln Center
                  Syracuse, NY 13202-1355
                  Tel: (315) 218-8000
                  Fax: 315-218-8100
                  E-mail: sdonato@bsk.com

                      - and -

                  Camille Wolnik Hill, Esq.
                  BOND, SCHOENECK & KING, PLLC
                  One Lincoln Center
                  Syracuse, NY 13202-1355
                  Tel: (315) 218-8000
                  Fax: 315-218-8100
                  E-mail: chill@bsk.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Dr. Anthony E. Piana, chairman, Board of
Directors.

Debtors' List of 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Amtrust North America, Inc.           Trade Debt         $121,268

Bonadio Receivable                     Services           $60,008
Solutions, LLC                         Provided

Centrex Clinical Labs                 Trade Debt          $38,609

Chem RX                             All parcels of       $398,727
750 Park Place                      real property
Long Beach, NY 11561

Chem RX                               Trade Debt         $245,659

Cool Insuring Agency, Inc.            Insurance          $131,554
                                      premiums


Excellus Health Plan Group            Insurance          $139,891
                                      premiums


Health Facility                       Trade Debt         $408,892
Assessment Fund
P.O. Box 4757
Syracuse, NY
13221-4757

Herkimer Town Clerk                    Unknown            $43,333

Hess Corporation                     Goods Sold           $83,199

National Grid                         Services           $205,773
                                      provided

National Grid                      All parcels of        $180,714
                                    real property

Nelson Assiociates                    Services            $58,219
                                      provided

New York State                        Unknown             $48,984
Insurance Fund

NYAHSA                                Trade Debt          $42,865

NYS Department of Health           Medicaid/Medicare   $3,523,336
NYS Office of the                    Receivables
Attorney General
The Capitol
Albany, NY 12224

Select Rehabilitation                 Trade Debt         $359,260
2600 Compass Road
Glenview, IL 60026

Town of Herkimer and                  Services            $40,000
Town Assessor                         Agreement

Village of Herkimer                    Unknown           $119,544

Wesco Insurance Company            All parcels of         $85,708
                                    real property


FORBES ENERGY: Hires BDO USA to Provide Tax and Audit Services
--------------------------------------------------------------
Forbes Energy Services Ltd., and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the Southern District
of Texas to employ BDO USA, LLP to provide tax and audit services
to Debtors and Debtors-in-Possession, nunc pro tunc to January 22,
2017.

The Debtors require BDO USA to render these services:

A. Audit Services

    a. audit the consolidated financial statements as of and for
the year ended December 31, 2016;

    b. provide consulting services associated with SEC registration
statements and other documents filed with the SEC, or other
documents issued in connection with securities offerings (e.g.,
comfort letters, consents), and assistance in responding to SEC
comment letters; and

    c. provide consulting, advice, research and analysis on
accounting matters, including bankruptcy related matters.

B. Tax Services

    a. assist with Internal Revenue Code Section 382 analysis;

    b. consult regarding potential restructuring tax implications;
and

    c. prepare Federal and State Income Tax filings as follows:

         (1) U.S. Consolidated Corporation Income Tax Return, Form
1120;

         (2) Information Return of U.S. Persons with Respect to
Certain Foreign Corporations, Form 5471 for Forbes Energy Services
Mexico Services De Personas;

         (3) Mississippi Corporation Income and Franchise Tax
Return, Form 83-105;

         (4) Louisiana Corporate Income and Franchise Tax Return,
Form CIFT-620;

         (5) Pennsylvania Corporate Tax Report, Form RCT-101;

         (6) Combined Franchise Tax Report and Public Information
Report,
Form 05-158 and 05-102; and

         (7) Quarterly International Fuel Tax Agreement (IFTA)
Reports, Forms 56-101 and 56-102.

BDO USA will be paid at these hourly rates:

     Partners                         $550-$750
     Directors                        $450-$550
     Senior Managers                  $400-$450
     Managers                         $245-$375
     Seniors                          $180-$280
     Experienced Associates           $155-$210
     Associates                       $155
     Interns                          $100

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

Michael Grubbs, partner with BDO USA 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.

BDO USA can be reached at:

      Michael Grubbs
      BDO USA LLP
      2929 Allen Parkway, 20th Floor
      Houston, TX 77019
      Tel: 713-960-1706
      Fax: 713-407-3100

                       About Forbes Energy

Alice, Texas-based Forbes Energy Services Ltd. (OTC Pink: FESL)
-- http://www.forbesenergyservices.com/-- is an independent
oilfield  services contractor that provides a broad range of
drilling-related and production-related services to oil and natural
gas companies, primarily onshore in Texas and Pennsylvania.

The Company's balance sheet at Sept. 30, 2016, showed total assets
of $332.6 million, total liabilities of $337.0 million, $15.10
million series B senior convertible preferred shares, and a
stockholders' deficit of $19.57 million.

Forbes Energy Services Ltd. filed voluntary petitions for
reorganization under chapter 11 of the United States Bankruptcy
Code (Bankr. S.D. Tex. Lead Case No. 17-20023) on Jan. 22, 2017,
for itself and its principal subsidiaries pursuant to the terms
of the previously disclosed Restructuring Support Agreement
with certain holders of the Company's 9% senior unsecured notes due
2019.  

The Debtors tapped Pachulski Stang Ziehl & Jones LLP as lead
counsel, and Snow Spence Green LLP as local counsel.  Alvarez &
Marsal Holdings, LLC serves as the Debtors' financial advisors.
Jefferies LLC serves as the Debtors' investment bankers.  The
Debtors' corporate and securities counsel is Winstead PC.  Kurtzman
Carson Consultants LLC serves as the Debtors' solicitation and
balloting consultants.

                           *     *     *

Judge David R. Jones will hold a hearing on March 8, 2017, at 10:00
a.m. (prevailing Central Time) to consider the adequacy of the
disclosure statement explaining the Debtors' prepackaged Chapter 11
plan.

Under the Plan, holders of Class 5 General Unsecured Claims --
estimated at approximately $4 million to $8 million -- are
unimpaired, and will receive payment in full under the Plan.  

The Plan is supported by the Debtors and the supporting noteholders
representing approximately 65.40% of the allowed senior unsecured
notes claims.  After months of active and arm's-length
negotiations, the Debtors, in consultation with its advisors,
reached agreement on the terms of the Plan with the supporting
noteholders, representing a substantial majority by principal
amount of the Holders of Senior Unsecured Notes Claims.  The
Debtors believe that the Plan is the best restructuring alternative
reasonably available to the Debtors.  Because holders of Senior
Unsecured Notes Claims are the only impaired creditor class under
the Plan, only the holders are entitled to vote on the Plan.


FORBES ENERGY: Hires Winstead as Corporate and Securities Counsel
-----------------------------------------------------------------
Forbes Energy Services Ltd., and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the Southern District
of Texas to employ Winstead PC as corporate, securities and related
services counsel for the Debtors and Debtors-in-Possession, nunc
pro tunc to January 22, 2017.

The Debtors require Winstead to:

     a. provide advice with respect to public company securities
laws compliance and assistance with filings;

     b. assist in the preparation for the Debtors' transition to a
private company structure;

     c. having negotiated the exit facility, assist in the ongoing
efforts in connection with its implementation;

     d. assist with the corporate structure changes anticipated by
the Debtors' prepackaged plan of reorganization;

     e. having negotiated the management employment agreements and
the Debtors' management incentive plan, assist with the ongoing
efforts related to their implementation;

     f. advise on general contractual and other legal matters
arising in Debtors' day-to-day operations;

     g. prepare the documentation of the new equity of Forbes
Energy Services Ltd.; and

     h. assist with the establishment of the new board of directors
and committees of Forbes Energy Services Ltd. and required actions
taken by same.

Winstead lawyers and professionals who will work on the Debtors'
cases and their hourly rates are:

      R. Clyde Parker, Jr.           $735
      Gabriel Gutierrez              $450
      Roy Richter                    $395
      Paralegals                     $220

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

R. Clyde Parker, Jr. Esq., shareholder with Winstead PC, assured
the Court that the firm does not represent any interest adverse to
the Debtors and their estates.

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

        -- In accordance with the Firm's historical practice, the
Firm's standard hourly rates are subject to periodic adjustment
typically on January 1 of a given year.

        -- The Debtors has approved the budget and staffing plan.
The Court has scheduled a hearing to consider confirmation of the
Plan for March 8, 2017. Upon (i) the confirmation and effectiveness
of the Plan, and (ii) following Court approval of Winstead's
application for payment of fees and reimbursement of fees, the
Debtors shall pay any such approved fees and expenses pursuant to
the Plan.

Winstead may be reached at:

       R. Clyde Parker, Jr. Esq.
       Winstead PC
       24 Waterway Avenue, Suite 500
       The Woodlands, TX 77380
       Tel: 281.681.5900
       Fax: 281.681.5901
       E-mail: cparker@winstead.com

                       About Forbes Energy

Alice, Texas-based Forbes Energy Services Ltd. (OTC Pink: FESL)
-- http://www.forbesenergyservices.com/-- is an independent
oilfield  services contractor that provides a broad range of
drilling-related and production-related services to oil and natural
gas companies, primarily onshore in Texas and Pennsylvania.

The Company's balance sheet at Sept. 30, 2016, showed total assets
of $332.6 million, total liabilities of $337.0 million, $15.10
million series B senior convertible preferred shares, and a
stockholders' deficit of $19.57 million.

Forbes Energy Services Ltd. filed voluntary petitions for
reorganization under chapter 11 of the United States Bankruptcy
Code (Bankr. S.D. Tex. Lead Case No. 17-20023) on Jan. 22, 2017,
for itself and its principal subsidiaries pursuant to the terms
of the previously disclosed Restructuring Support Agreement
with certain holders of the Company's 9% senior unsecured notes due
2019.  

The Debtors tapped Pachulski Stang Ziehl & Jones LLP as lead
counsel, and Snow Spence Green LLP as local counsel.  Alvarez &
Marsal Holdings, LLC serves as the Debtors' financial advisors.
Jefferies LLC serves as the Debtors' investment bankers.  The
Debtors' corporate and securities counsel is Winstead PC.  Kurtzman
Carson Consultants LLC serves as the Debtors' solicitation and
balloting consultants.

                           *     *     *

Judge David R. Jones will hold a hearing on March 8, 2017, at 10:00
a.m. (prevailing Central Time) to consider the adequacy of the
disclosure statement explaining the Debtors' prepackaged Chapter 11
plan.

Under the Plan, holders of Class 5 General Unsecured Claims --
estimated at approximately $4 million to $8 million -- are
unimpaired, and will receive payment in full under the Plan.  

The Plan is supported by the Debtors and the supporting noteholders
representing approximately 65.40% of the allowed senior unsecured
notes claims.  After months of active and arm's-length
negotiations, the Debtors, in consultation with its advisors,
reached agreement on the terms of the Plan with the supporting
noteholders, representing a substantial majority by principal
amount of the Holders of Senior Unsecured Notes Claims.  The
Debtors believe that the Plan is the best restructuring alternative
reasonably available to the Debtors.  Because holders of Senior
Unsecured Notes Claims are the only impaired creditor class under
the Plan, only the holders are entitled to vote on the Plan.


FOSSIL GROUP: S&P Lowers CCR to 'BB' on Weakening Profits
---------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
Texas-based Fossil Group Inc. to 'BB' from 'BB+'.  The outlook is
negative.

At the same time, S&P lowered its issue-level rating on the
company's $1.05 billion revolving credit facility and
$231.25 million term loan to 'BB' from 'BB+'.  S&P's recovery
rating on these facilities remains unchanged at '3', indicating its
expectation for meaningful (50%-70%, at the high end of the range)
recovery in the event of a payment default.

"Our rating action reflects the downward revision of our forecast
for Fossil, and our expectation that credit measures will continue
to deteriorate as a result of declining profits," said S&P Global
Ratings analyst Mariola Borysiak.  "We now believe the company's
sales will continue to decline throughout 2017 as a result of a
weak retail environment, declining demand for traditional watches,
and poor performance in the company's jewelry and leather segments.
In addition, we forecast meaningful margin erosion due to
increasing competition in the wearable technology segment that will
force the company to rely on promotions to drive sales. Further, we
believe the ongoing shift in product mix toward lower-margin
wearable devices, and the investments necessary to strengthen brand
awareness and enhance omnichannel capabilities, will also weigh on
the company's margins for at least the next two years."

The negative outlook reflects S&P Global Ratings' expectations that
the company could miss S&P's revised forecast and fail to improve
its credit measures.  This could stem from the intense competitive
landscape in the wearable devices space, as well as continued
decline in demand for traditional watches and inability to reverse
weak performance in the jewelry and leather segments. S&P could
lower the ratings if Fossil fails to reverse its negative sales
trends and strengthen its margins to above 10% in 2018.

S&P could also lower the ratings if the company does not address
its 2018 debt maturity before the facility becomes current in May
2017.  If the loan becomes current, S&P would revise its liquidity
assessment on the company to less than adequate.

A revision of the outlook to stable will be predicated on S&P's
view that the company will be able to generate positive sales
growth, restore margins to over 10%, and reduce its debt leverage
to below 3.5x.  This could occur if it is successful with its
wearable device product line.



FREEDOM MORTGAGE: S&P Affirms 'B' ICR; Outlook Remains Stable
-------------------------------------------------------------
S&P Global Ratings said it affirmed its 'B' issuer credit rating on
Freedom Mortgage Corp.  The outlook remains stable.  At the same
time, S&P also affirmed its 'BB-' issue rating and '1' recovery
rating on Freedom's senior secured term loan.  Freedom plans to
upsize its senior secured term loan to $450 million from the
original $350 million offering.  Although S&P expects EBITDA to
decline in 2017 because of less demand for mortgage refinancing,
S&P believes the company will maintain debt to EBITDA around 3.0x,
even with an upsize to $450 million.

"Mt. Laurel, New Jersey-based Freedom is a private, full-service
residential mortgage company engaged in originating, servicing,
selling, and securitizing primarily agency-eligible residential
mortgage loans throughout the U.S." said S&P Global Ratings credit
analyst Stephen Lynch.  The company's revenue is concentrated on
originating new mortgages (79% of net revenue), with the remaining
revenue coming from the servicing aspect of the business (21% of
net revenue).  S&P takes a balanced view of the company's business
position and operating results.  On one hand, the company operates
in a cyclical residential mortgage industry dominated by banks.  On
the other hand, Freedom has positioned itself as a leading nonbank
correspondent aggregator and was the eighth-largest overall
mortgage originator in 2015, with a 2.1% market share, and the
18th-largest mortgage loan servicer according to Inside Mortgage
Finance.  The company's origination activity is relatively
concentrated in government-insured products, with about 80% of
sales being Veteran Affairs (VA) and Federal Housing Administration
(FHA) loans. Freedom is the largest VA and USDA lender.

The stable outlook on Freedom reflects S&P Global Ratings' view
that the company will continue to operate as a significant buyer of
correspondent originated government-insured mortgages.  S&P's
outlook incorporates its view that earnings could show some
degradation over the next year because of lower origination volume
as interest rates rise.  S&P's stable outlook assumes that the
company will not take any actions to increase its debt liabilities.


S&P could revise the outlook to negative or lower the rating over
the next 12 months if S&P expects debt to EBITDA to rise above
3.5x, especially if it were a conscious effort by the company to
lever up as opposed to lower earnings activity.  For example, S&P
would be more likely to take a rating action if the company were to
make additional draws on its line of credit than if earnings
contracted due to less refinance activity.  Separately, S&P could
also lower the rating if the company faces regulatory scrutiny,
such that loan production volume and earnings are put at risk.

An upgrade is unlikely over the next 12 months.  Over time, S&P
could raise the rating once the company achieves a more stable
operating model, with a more predictable leverage profile, whereby
it is maintaining a leverage profile below 2x on a sustained
basis.



GANDER MOUNTAIN: Preparing to File for Bankruptcy
-------------------------------------------------
The American Bankruptcy Institute, citing Lauren Hirsch and Jessica
DiNapoli of Reuters, reported that U.S. hunting and fishing chain
Gander Mountain Co. is preparing to file for bankruptcy as early as
this month, after an aggressive effort to expand its store base
failed to pull in new customers, according to people familiar with
the matter.

According to the report, citing the people, Gander Mountain is
working with financial advisory firm Lighthouse Management Group
Inc and law firm Fredrikson & Byron PA as it gets ready to file for
bankruptcy.

Reuters pointed out that Gander Mountain, which bills itself as
America's firearms superstore, has faced challenges capitalizing on
a booming gun market.  The Federal Bureau of Investigation carried
out a record 27.5 million background checks on people seeking to
buy guns in 2016, up 19 percent from the year before, the report
related.

Gander also has stiff competition from rivals like Bass Pro Shops
and Cabela's Inc., which have been revamping their stores to
attract customers with restaurants and shooting activities, the
report further related.

Reuters said Bass Pro agreed last year to buy Cabela's for $5.5
billion, potentially putting more pressure on Gander Mountain,
though the deal has to overcome major hurdles to close, including
antitrust concerns.

The company has a $30 million loan, and revolving credit lines for
$25 million and $500 million, according to Thomson Reuters data. It
is not clear how much money in the credit lines Gander Mountain has
yet to draw down on, the report said.

The Troubled Company Reporter, on Jan. 30, 2017, citing the New
York Post reported that Gander Mountain have stopped talking orders
and the Company just hired financial adviser Lazard.

Stan Bullard, writing for Crain's Cleveland Business, reported
that
Gander Mountain plans to shut its Sheffield Village, Lorain
County,
store in mid-February.  However, the report added, Jess Myers, a
spokesman for St. Paul, Minn.-based Gander Mountain, said in a
Jan.
26, email that the store is closing "due to an expiring lease at
the end of the year."


GATEWAY ENTERTAINMENT: Gets Court Approval for Plan Outline
-----------------------------------------------------------
Gateway Entertainment Studios LP is now a step closer to emerging
from Chapter 11 protection after a bankruptcy judge approved the
outline of its plan of reorganization.

Judge Carlota Bohm of the U.S. Bankruptcy Court for the Western
District of Pennsylvania gave the thumbs-up to the disclosure
statement after finding that it contains "adequate information."

The order set a March 14 deadline for creditors to file their
objections and cast their votes accepting or rejecting the plan.

A court hearing to consider confirmation of the plan is scheduled
for March 21, at 10:00 a.m.  The hearing will take place at the
U.S. Steel Tower, Courtroom B, 54th Floor, 600 Grant Street,
Pittsburgh, Pennsylvania.

              About Gateway Entertainment Studios

Gateway Entertainment Studios, L.P., filed a Chapter 11 petition
(Bankr. W.D. Pa. Case No. 16-21628) on April 29, 2016.  At the time
of filing, the Debtor listed total assets of $12.15 million and
total debts of $9.87 million. Judge Carlota M. Bohm is assigned to
the case.

When it filed for bankruptcy, Gateway Entertainment tapped Richard
R. Tarantine, Esq., at Tarantine & Associates, as its bankruptcy
counsel. Mr. Tarantine later moved to Jones Gregg Creehan & Gerace,
LLP. Gateway then hired the Law Offices of Robert O Lampl as
counsel. The Debtor hires Hill Barth & King LLC as accountant.

The U.S. trustee for Region 3 on June 2, 2016, appointed three
creditors of Gateway Entertainment Studios, LP, to serve on the
official committee of unsecured creditors. The committee is
represented by Kirk B. Burkley, Esq., at Bernstein-Burkley, P.C.,
in Pittsburgh, Pennsylvania.


GEMINI PROPERTY: Unsecureds to Recoup 5% in 5 Years
---------------------------------------------------
Gemini Property Management, LLC, filed with the U.S. Bankruptcy
Court for the Northern District of New York an amended disclosure
statement describing their plan of reorganization filed on Oct. 21,
2016.

Under the amended plan, general unsecured creditors will receive a
distribution of 5% of their allowed claims to be distributed in
five equal annual installments.  The Debtor said it has no general
unsecured creditors.

Ulster County filed a secured claim in the amount of $18,103.21 for
Real Property Tax Arrears.  The claim will be paid back in equal
installments over a 60-month period.

City National Bank has Mortgage Arrears estimated at $62,453.15 to
be treated through a modification proposed by City National Bank
and tentatively accepted by Debtor.  This modification will
recapitalize the arrears into a new mortgage payment.

Payments and distributions under the Plan will be funded by
Residential Lease Rents.

A full-text copy of the amended disclosure statement is available
at:

         http://bankrupt.com/misc/nynb16-10331-1-56.pdf

The Debtor is represented by:

     Robert J. Rock, Esq.
     Tully Rinckey, PLLC
     441 New Karner Rd.
     Albany, New York 12205
     518-218-7100
     
Gemini Property Management, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. N.D.N.Y. Case No. 16-10331) on Feb. 29, 2016,
estimating its assets at between $500,001 and $1 million and its
liabilities at between $100,001 and $500,000.  Tully Rinckey
PLLC
serves as the Debtor's bankruptcy counsel.


H. BURKHART: Plan Outline Info Inadequate, Lender Says
------------------------------------------------------
Community First Bank filed with the U.S. Bankruptcy Court for the
Western District of Pennsylvania an objection to H. Burkhart and
Associates, Inc.'s disclosure statement to accompany the Chapter 11
plan, dated Feb. 3, 2017.

Community First Bank is the holder of a secured claim which arises
from a mortgage loan made by Community First Bank to the Debtor.
The mortgage loan is secured by the real property identified as 147
Heeter Road, Knox, Pennsylvania 16232.  The mortgage loan is also
secured by the eight remaining lots in the Eden Estates
development.

Community First Bank complains that the information contained in
the Disclosure Statement is inadequate in these respects:

     (a) the Disclosure Statement, when setting forth the "Secured

         Claims" (p.3) correctly identifies the secured status of
         Community First Bank in the 147 Heeter Road property, but

         fails to include the remaining 8 lots in Eden Estates as
         collateral for the Community First Bank claim;

     (b) the Disclosure Statement, when setting forth the "Assets"

         (p. 5), identifies the Eden Estates Development
         containing 8 lots and identifies the lienholder as
         "None".  The Debtor has failed to properly note that the
         Community First Claim is secured to Eden Estates lots;

     (c) the "Summary of Proposed Treatment" (p. 5) for the
         secured creditors states "to be paid in full in
         accordance with the Plan".  This is not a summary, but
         requires the reader to review the full terms of the Plan;

     (d) upon review of the Plan for the proposed treatment of
         Community First Bank, the proposal is that Community
         First Bank will be partially paid upon the sale of 147
         Heeter Road.  The Plan is silent as to when the balance
         of the Community First Claim will be paid;

     (e) according to the Plan, the Secured Claim of the
         Pennsylvania Department of Revenue is to be paid in full
         at the time of the sale of the first lot of the Eden
         Estates Development.  Community First Bank holds a
         superior lien position to the PA Department of Revenue
         and will still have a balance remaining after 147 Heeter
         Road is sold.  Therefore, the remaining collateral, the 8

         lots of Eden Estates, should be sold first for the
         benefit of Community First Bank, and not the PA
         Department of Revenue; and

     (f) it is unclear from the Disclosure Statement or the Plan
         as to which secured creditor has priority in the proceeds

         of sale from the Eden Estates lots, Community First Bank
         or the PA Department of Revenue.

As reported by the Troubled Company Reporter on Feb. 10, 2017, the
Debtor filed with the Court a disclosure statement to accompany its
Chapter 11 plan, dated Feb. 3, 2017, which proposes that Class 5
Allowed Unsecured Claims be paid a pro-rata share of the proceeds
of the sale of the real estate remaining after the distribution to
classes one, two and three.  Source of funds for plan payments will
be derived from Debtors' ongoing business operations.

Community First Bank is represented by:

     John C. Melaragno, Esq.
     MELARAGNO, PLACIDI, PARINI & VEITCH
     502 West Seventh Street
     Erie, PA 16502
     Tel: (814) 459-5557
     E-mail: Johnm@mplegal.com

               About H. Burkhart and Associates

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

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


HANSELL/MITZELL: Asks for Court Okay to Use Cash Collateral
-----------------------------------------------------------
Daniel R. Mitzel and Patricia R. Burklund seek for authorization
from the U.S. Bankruptcy Court for the Western District of
Washington to use the cash collateral to maintain the properties to
avoid immediate and irreparable harm to the properties.  The
Debtors seek to use Cash Collateral in accordance with the Budgets
referenced as to each property with each lender adequately
protected by an equity cushion.

A hearing to consider the Debtors' bid for cash collateral use will
be held on Feb. 24, 2017, at 9:30 a.m.  Responses to the Debtors'
bid must be filed by Feb. 21, 2017, at 12:00 p.m. (noon).

The Debtors own a 52,500 square foot warehouse industrial building
located in Arlington, Washington, referred to by the Debtors as the
PIPGP Building.  The Debtors believe Peoples Bank holds a secured
claim against the PIPGP Building pursuant to loan documents dated
as of Oct. 30, 2014, in connection with an original loan in the
amount of $2,380,000, with a current balance approximately
$2,286,255.  The Debtors seek to use the Cash Collateral as to the
PIPGP Building in order to make current debt payments to Peoples
Bank and to preserve the Bank's collateral.  The Debtors believe
the PIPGP Building has a value of no less than $4,200,000, with
equity in the Building of approximately $1,900,000.

The Debtors own a professional building in Burlington, Washington,
referred to by the Debtors as the Cascade Building.  The Debtors
believe Whidbey Island Bank holds a secured claim against the
Cascade Building pursuant to loan documents with an original loan
in the amount of $2,490,000, with a current balance approximately
$2,169,859.  The Debtors seek to use the Cash Collateral as to the
Cascade Building.  The purpose of the Cash Collateral use is to
make payments to Whidbey Island Bank from available cash flow and
to preserve the Bank's collateral.  The Debtors believe the Cascade
Building has a value of no less than $2,700,000, with equity in the
Building of approximately $530,000.

The Debtors own a rental house in Burlington, Washington, referred
to by the Debtors as the Markwood Property.  The Debtors believe US
Bank holds a secured claim against the Markwood Property pursuant
to loan documents dated as of Dec. 5, 2005 (in favor of Horizon
Bank) in connection with an original loan in the amount of
$144,800, with a current balance approximately $120,910.  The
Debtors seek to use the Cash Collateral as to the Markwood
Property.  The purpose of the Cash Collateral use is to make
current debt payments to US Bank and to preserve the Bank’s
collateral.  The Debtors believe the Markwood Property has a value
of no less than $295,000, with equity in the Property of
approximately $174,000.

The Debtors own vacant commercial land and two residential rentals
in Mount Vernon, Washington which serve as collateral for the same
loan and which are referred to by the Debtors as the Blackburn/Gunn
Property.  The Debtors believe that Peoples Bank holds a secured
claim against the Blackburn/Gunn Property pursuant to loan
documents dated as Feb. 1, 2008, in connection with an original
loan in the amount of $633,000, with a current balance
approximately $568,582.  The Debtors seek to use the Cash
Collateral as to the Blackburn/Gunn Property.  The purpose of the
Cash Collateral use is to preserve the Bank's collateral.  The
Debtors believe the Blackburn/Gunn Property has a value of no less
than $850,000, with equity in the Property of approximately
$281,000.

The Debtors own a 50% tenancy in common interest (with 50% owner
Debode Revocable Living Trust) a rental triplex in Mount Vernon,
Washington referred to by the Debtors as the North Hill Triplex.
The Debtors believe that Peoples Bank holds a secured claim against
the Blackburn/Gunn Property pursuant to loan documents dated as
Feb. 1, 2008, in connection with an original loan in the amount of
$633,000, with a current balance approximately $568,582.  The
Debtors seek to use the Cash Collateral as to the Blackburn/Gunn
Property.  The purpose of the Cash Collateral use is to make
current debt payments to Peoples Bank and to preserve the Bank's
collateral.  The Debtors believe their 50% interest in North Hill
Triplex has a value of no less than $437,500 (with a full value of
the Triplex of $875,000 and equity of $312,829).

The Cash Collateral motion is available at:

           http://bankrupt.com/misc/wawb16-16311-72.pdf

                   About Hansell/Mitzell, LLC

Hansell/Mitzel LLC, d/b/a Hansell Mitzel Homes, d/b/a Resort
Maintenance Services, based in Mt. Vernon, Wash., filed a Chapter
11 petition (Bankr. W.D. Wash. Case No. 16-16311) on Dec. 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.

          About Daniel R. Mitzel and Patricia R. Burklund

Daniel R. Mitzel and Patricia R. Burklund have lived and worked in
the Skagit Valley community.  Since the early 1980's, Mr. Mitzel
has worked as a developer and occasionally builder of more than 50
residential and commercial real estate projects in Skagit,
Island, Snohomish, Lewis, and Pierce counties.  Ms. Burklund built
an active career in public service, working at the Port of Seattle
before serving as the Executive Director for the Port of Skagit
prior to her retirement.

During the early-mid 2000's, Mr. Mitzel and Mr. Hansell partnered
to develop and build single-family residences in Skagit County.  In
several of those years, Hansell Mitzel Homes was the largest
developer of single family neighborhoods in Skagit County, and
built hundreds of homes in Skagit County from 2002-2008.  Mr.
Mitzel and Ms. Burklund own substantial commercial and residential
real estate in their own names, and hold interests in a number of
LLC's that, in turn, own commercial and residential real estate.
The bankruptcy was precipitated by a residential development
project owned by Hansell Mitzel LLC, the jointly-administered
debtor.

Mr. Mitzel and Ms. Burklund are represented by:

     Armand J. Kornfeld, Esq.
     Aimee S. Willig, Esq.
     BUSH KORNFELD LLP
     LAW OFFICES
     601 Union Street, Suite 5000
     Seattle, Washington 98101-2373
     Tel: (206) 292-2110
     Fax: (206) 292-2104
     E-mail: jkornfeld@bskd.com
             awillig@bskd.com


HANSELL/MITZELL: Selling Washington Properties for $636K
--------------------------------------------------------
Daniel R. Mitzel and Patricia R. Burklund ask the U.S. Bankruptcy
Court for the Western District of Washington to authorize the sale
of real properties located at: (i) 24220 Nookachamp Hills Drive,
Mount Vernon, Washington ("Nookachamp House"), to Theodore Harp II
and Amalia Harp for $405,000; and 690 Ruby King Loop, Cle Elum,
Washington ("Cle Elum Lot"), to Kenneth A. Miller and Christopher
J. Pepin for $228,000.

A hearing on the Motion is set for Feb. 24, 2017 at 9:30 a.m.

The Debtors have lived, worked, and been a vibrant part of the
Skagit Valley community for all of their adult lives.  Since the
early 1980's, Debtor Mitzel has worked as a developer and
occasionally builder of more than 50 residential and commercial
real estate projects in Skagit, Island, Snohomish, Lewis, and
Pierce counties.  Debtor Burkland built a very successful and
active career in public service, working at the Port of Seattle
before serving as the Executive Director for the Port of Skagit
prior to her retirement.  The Debtors have served on numerous
community, professional, and church groups, committees, and
councils over the years.

During the early-mid 2000's, Debtor Mitzel and Jeff Hansell
partnered to develop and build single-family residences in Skagit
County.  In several of those years, Hansell Mitzel Homes was the
largest developer of single family neighborhoods in Skagit County,
and built hundreds of homes in Skagit County from 2002-2008.
Today, the Debtors own substantial commercial and residential real
estate in their own names, and hold interests in a number of LLC's
that, in turn, own commercial and residential real estate.

The bankruptcy was precipitated by a residential development
project owned by Hansell Mitzel, LLC ("the LLC"), the
jointly-administered Debtor in the matter, and related loan with
Washington Federal, National Association ("WaFed").  The LLC
acquired property known as Highland Greens in 2005.  Horizon Bank
financed the acquisition and its loan was secured by a deed of
trust against the Highland Greens property and guaranteed by Debtor
Mitzel.  Horizon Bank failed, and WaFed purchased Horizon Bank's
assets from the FDIC Receiver in January 2010.  The principal
balance of the Highland Greens loan at the time was approximately
$8,400,000.  The note rate of interest rate was 3.75%.  The default
rate of interest, then in effect, was 7.75%.

As with virtually every developer and builder, the recession
created enormous challenges and pressures for the LLC and Debtor
Mitzel.  Fortunately, Debtor Mitzel and the LLC were able to
survive and ultimately to flourish as the recession receded.  Due
to the sheer amount of pent-up residential property in the Skagit
Valley, development of the Highland Greens project became
protracted.  Debtor Mitzel and WaFed developed a productive working
relationship on this and a number of other projects and loans that
formed a robust business relationship.

Throughout 2016, Debtor Mitzel worked tirelessly to obtain
preliminary plat approval from Skagit County to complete the lot
development and build out of the remaining 129 lots in the Highland
Greens project.  WaFed remained supportive, encouraging Debtor
Mitzel and the LLC to complete that effort and telling him that it
supported the LLC developing the project and would ultimately work
out an approach that would waive/forgive default interest.

In August 2016, Skagit County approved the preliminary plat.
Almost immediately, WaFed seemed to shift its approach to the
Highland Greens project, no longer interested in allowing the LLC
to develop the project and pushing for a liquidation of the project
and a deficiency agreement with Debtor Mitzel, as guarantor of the
Highland Greens loan.

Despite efforts among the LLC, Debtor Mitzel, and WaFed over the
last 6 months, they could not come to reach a negotiated resolution
of the matter.

On Dec. 30, 2016, WaFed obtained a judgment against Debtor Mitzel,
personally, and his marital community, in an amount slightly over
$10,000,000.  After attempts failed to reach agreement  regarding
how this loan would be paid, WaFed communicated that it would begin
efforts to execute against the Debtors' personally owned assets.
WaFed has recorded its judgment in the counties in which the
Debtors' own real property, thus creating judgment liens against
those properties.

The Debtors have filed the case to provide sufficient breathing
room to take necessary steps to maximize the value of their assets
and the LLC's assets.  This includes development of the Highland
Greens lots for sale and vertical construction.  The Skagit County
permit requires that all lots be recorded by May 19, 2019.  The
value of the Highland Greens property is much greater as developed
property than in its current state. In fact, the delta between the
developed value and the current "as is" value is millions of
dollars.  The LLC and Debtor will work to facilitate the
development.  The increased value, which will inure to WaFed's
benefit, will, in turn substantially reduce Debtor Mitzel's
personal exposure on his personal guaranty liability.

The Debtors propose to sell the Nookachamp House to the Nookachamp
Buyers pursuant to the terms of a Dec. 12, 2016 Residential Real
Estate Purchase and Sale Agreement for a purchase price of
$405,000,00.  Debtor Mitzel has extensive and historical knowledge
of the market for the Nookachamp House, having been selling homes
and lots in the Nookachamp Hills development since 2001.  With that
knowledge, Debtor priced the house accordingly and he believes the
purchase price maximizes the value of the house.  The Debtors have
no connection with the Nookachamp Buyers.

Peoples Bank holds a first position Deed of Trust against the
Nookachamp House as security for a Sept. 26, 2014 loan in the
original amount of $250,000, with a current balance of
approximately $236,457.  The Debtors seeks to satisfy the People
Bank secured claim from the Nookachamp House sale proceeds.

On Jan. 4, 2017, Washington Federal, National Association, recorded
a judgment in Skagit County the amount of $10,014,881.  The
judgment was recorded within 90 days of the Feb. 9, 2017 petition
date.  The Debtors will be filing a complaint to avoid Washington
Federal's judgment lien.  The Debtors therefore seek to hold the
balance of the Nookachamp House sale proceeds in a segregated trust
account of their bankruptcy counsel subject to further court order.


The Debtors seek to sell the Cle Elum Lot to the Cle Elum Buyers
pursuant to the terms of a Jan. 20, 2017 Vacant Land Purchase and
Sale Agreement for a purchase price of $228,000.  The Debtors have
owned the Cle Elum lot since 2005 and have, over the years, tried
to sell it with no success.  The Debtors lowered the price to a
point where the lot would sell and believe that $228,000 maximizes
the value of the lot.  The Debtors have no connection with the Cle
Elum Buyers.

The sole lien again the Cle Elum Lot is the judgment of Washington
Federal recorded in Kittitas County on Jan. 6, 2017.  For the
reasons stated, the Debtors seek to hold the Cle Elum Lot sale
proceeds in a segregated trust account of their bankruptcy counsel
subject to further court order.

The Debtors respectfully ask Orders from the Court authorizing
sales of the Nookachamp House and the Cle Elum Lot free and clear
of liens, claims and encumbrances as set forth.

Counsel for the Debtors:

         Armand J. Kornfeld, Esq.
         Aimee S. Willig, Esq.
         BUSH KORNFELD LLP
         601 Union St., Suite 5000
         Seattle, W 98101-2373
         Telephone: (206) 292-2110
         Facsimile: (206) 292-2104

              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.


HCA HOLDINGS: Fitch Corrects October 20, 2016 Release
-----------------------------------------------------
Fitch Ratings issued a correction of a release on HCA Holdings Inc.
published Oct. 20, 2016. It includes the applicable criteria
reports 'Recovery Ratings and Notching Criteria for Non-Financial
Corporate Issuers' and 'Parent and Subsidiary Rating Linkage',
which were omitted from the original release.

The revised ratings release is as follows:

Fitch Ratings has affirmed HCA Holdings Inc.'s ratings, including
the 'BB' Issuer Default Rating (IDR). The Rating Outlook is Stable.
The ratings apply to $31.5 billion of debt outstanding at June 30,
2016.

KEY RATING DRIVERS

Industry-Leading Financial Flexibility: HCA's financial flexibility
has improved significantly in recent years as a result of organic
growth in the business as well as proactive management of the
capital structure. The company has hospital industry-leading
operating margins and generates consistent and ample discretionary
free cash flow (FCF; operating cash flows less capital expenditures
and distributions to minority interests).

Transition to Public Ownership Complete: The sponsors of a 2006 LBO
previously directed HCA's financial strategy, but their ownership
stake decreased steadily following a 2011 IPO and HCA has appointed
six independent members to the 11-member board of directors (BOD),
bringing the total to eight.

More Predictable Capital Deployment: Under the direction of the LBO
sponsors, HCA's ratings were constrained by shareholder-friendly
capital deployment; the company has funded $7.5 billion in special
dividends and several large repurchases of the sponsors' shares
since 2010. Fitch believes HCA will have a more consistent and
predictable approach to funding shareholder payouts under public
ownership and an independent BOD.

Expect Stable Leverage: Fitch forecasts that HCA will produce
discretionary FCF of about $2 billion in 2016, and will prioritize
use of cash for organic investment in the business and share
repurchases. At 4.1x, HCA's gross debt/EBITDA is below the average
of the group of publicly traded hospital companies, and Fitch does
not believe that there is a compelling financial incentive for HCA
to apply cash to debt reduction.

Secular Headwinds to Operating Outlook: Measured by revenues, HCA
is the largest operator of for-profit acute care hospitals in the
country, with a broad geographic footprint. The company benefited
from this favorable operating profile during a period of several
years of weak organic operating trends in the for-profit hospital
industry. Although operating trends improved industrywide starting
in mid-2014, secular challenges, including a shift to lower-cost
care settings driven by health insurer scrutiny of hospital care
and increasing healthcare consumerism, are a continuing headwind to
organic growth.

KEY ASSUMPTIONS

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

-- Organic revenue growth of 4%-5% in 2016 and 2017, driven by a
2%-3% increase in patient volumes with the remainder contributed by
growth in pricing;

-- Operating EBITDA margin compression of about 100 basis points
(bps) through the end of 2019, primarily as the result of negative
operating leverage as patient volume growth rates slow versus the
higher level seen in 2014-2015 and growth in pricing slows;

-- Fitch forecasts EBITDA of $8.5 billion and discretionary FCF of
$2.0 billion in 2016 for HCA, with capital expenditures of about
$2.7 billion. Higher capital spending is related to growth projects
that support the expectation of EBITDA growth through the forecast
period;

-- The majority of discretionary FCF is directed towards share
repurchases, and debt due in 2016-2019 is refinanced, resulting in
gross debt/EBITDA of 3.5x-4.0x through the forecast period.

RATING SENSITIVITIES

Maintenance of a 'BB' Issuer Default Rating (IDR) considers HCA
operating with debt leverage sustained around 4.0x and with a FCF
margin of 4%-5%. A downgrade of the IDR to 'BB-' is unlikely in the
near term, since these targets afford HCA with significant
financial flexibility to increase acquisitions and organic capital
investment while still returning a substantial amount of cash to
shareholders through share repurchases.

An upgrade to a 'BB+' IDR is possible if HCA maintains debt
leverage at 3.5x or below. In addition to a commitment to operate
with lower leverage, improvement in organic operating trends in the
hospital industry would support a higher rating for HCA. Evidence
of an improved operating trend would include sustained positive
growth in organic patient volumes, sustained improvement in the
payor mix with fewer uninsured patients and correspondingly lower
bad debt expense, and limited concern that profitability will
suffer from drops in reimbursement rates.

LIQUIDITY

HCA's liquidity profile is solid. There are no significant debt
maturities in 2016-2017. Large maturities include $500 million of
HCA Inc. unsecured notes in 2018, $2.1 billion of HCA Inc. secured
notes in 2019 and $3.0 billion of ABL revolver borrowings maturing
in 2019. Fitch believes that HCA's operating outlook and financial
flexibility are amongst the best in the hospital industry,
affording the company good market access to refinance upcoming
maturities.

At June 30, 2016, HCA's liquidity included $691 million of cash on
hand, $2 billion of available capacity on its senior secured credit
facilities and latest 12 months (LTM) discretionary FCF of about
$2.4 billion. HCA's EBITDA/interest paid is solid for the 'BB'
rating category at 4.8x and the company had an ample operating
cushion under its bank facility financial maintenance covenant,
which requires debt net of cash maintained at or below 6.75x
EBITDA.

The secured debt rating is one notch above the IDR, illustrating
Fitch's expectation of superior recovery prospects in the event of
default. The first-lien obligations, including the bank debt and
the first-lien secured notes, are guaranteed by all material wholly
owned U.S. subsidiaries of HCA that are 'unrestricted subsidiaries'
under the HCA unsecured note indenture dated Dec. 16, 1993.

Because of restrictions on the guarantor group as stipulated by the
1993 indenture, the credit facilities and first-lien notes are not
100% secured; the subsidiary guarantors of the first-lien
obligations comprised about 44% of consolidated total assets at
June 30, 2016. The ABL facility has a first-lien interest in
substantially all eligible accounts receivable (A/R) of HCA, Inc.
and the guarantors, while the other bank debt and first-lien notes
have a second-lien interest in certain of the receivables.

The HCA unsecured notes are rated at the same level as the IDR
despite the substantial amount of secured debt to which they are
subordinated, with secured leverage of about 2.8x. If HCA were to
layer more secured debt into the capital structure, such that
secured debt leverage is greater than 3.0x, it could result in a
downgrade of the rating on the HCA unsecured notes to 'BB-'. The
bank agreements include a 3.75x first lien secured leverage ratio
debt incurrence test.

The HCA Holdings Inc. unsecured notes are rated two-notches below
the IDR to reflect the substantial structural subordination of
these obligations, which are subordinate in right of payment to all
debt outstanding at the HCA level. At June 30, 2016, leverage at
the HCA and HCA Holdings Inc. level was 4.0x and 4.1x,
respectively.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings:

HCA Inc.
-- IDR at 'BB';
-- Senior secured credit facilities (cash flow and asset backed)
at 'BB+/RR1';
-- Senior secured first lien notes at 'BB+/RR1';
-- Senior unsecured notes at 'BB/RR4'.

HCA Holdings Inc.
-- IDR at 'BB';
-- Senior unsecured notes at 'B+/RR6'.

The Rating Outlook is Stable.


HCA INC: Fitch Assigns 'BB+/RR1' Rating to $1.2BB Term Loan B-8
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB+/RR1' rating to HCA Inc.'s
$1.2 billion senior secured term B-8 loan. Proceeds will be used to
refinance the existing senior secured term B-7 loan. The Rating
Outlook is Stable. The ratings apply to $31.4 billion of debt
outstanding at Dec. 31, 2016.

KEY RATING DRIVERS

Industry-Leading Financial Flexibility: HCA has hospital
industry-leading operating margins and generates consistent and
ample discretionary free cash flow (FCF; operating cash flows less
capital expenditures and distributions to minority interests).
HCA's financial flexibility has improved significantly in recent
years as a result of organic growth in the business as well as
proactive management of the capital structure.

Expect Stable Leverage: Fitch forecasts that HCA will produce cash
flow from operations (CFO) of about $5 billion in 2017, and will
prioritize use of cash for organic investment in the business and
share repurchases. At 4x, HCA's gross debt/EBITDA is below the
average of the group of publicly traded hospital companies, and
Fitch does not believe that there is a compelling financial
incentive for HCA to use cash for debt reduction.

Secular Headwinds Driving Operating Outlook: Measured by revenues,
HCA is the largest operator of for-profit acute care hospitals in
the country, with a broad geographic footprint. The company
benefited from this favorable operating profile during a period of
several years of weak organic operating trends in the for-profit
hospital industry. Although operating trends improved industrywide
starting in mid-2014, secular challenges, including a shift to
lower-cost care settings driven by health insurer scrutiny of
hospital care and increasing healthcare consumerism, are a
continuing headwind to organic growth.

Heightened Regulatory Risk: Changes to the Affordable Care Act
(ACA) that roll back insurance coverage would result in a weaker
payor mix for acute care hospitals; this would pressure margins
unless offset by cost saving measures or higher reimbursement. HCA
has stated that the Affordable Care Act (ACA) is contributing 5%-6%
of EBITDA, implying that a repeal of the ACA that is unmitigated by
any measures to preserve insurance expansion could increase
leverage by about 0.2x EBITDA. Even more important to the credit
profile than the manageable influence on financial flexibility,
Fitch does not believe that changes to the ACA will greatly
influence the fundamental outlook of the acute care hospital
sector, which is driven by the secular factors mentioned above.

More Predictable Capital Deployment: The sponsors of a 2006 LBO
previously directed HCA's financial strategy, but their ownership
stake decreased steadily following a 2011 IPO. Under the direction
of the LBO sponsors, HCA's ratings were constrained by
shareholder-friendly capital deployment; HCA has so far had a more
consistent and predictable approach to funding shareholder payouts
under public ownership and an independent Board of Directors.

KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for HCA include:

-- Organic revenue growth of 4%-5% in 2017 and 2018, driven by a
2%-3% increase in patient volumes with the remainder contributed by
growth in pricing;

-- Operating EBITDA margin compression of about 100bps through the
end of 2019, primarily as the result of negative operating leverage
as patient volume growth rates slow versus the higher level seen in
2014-2015 and growth in pricing slows;

-- Fitch forecasts EBITDA before dividends to associates and
minorities of $8.7 billion and discretionary FCF of $2.1 billion in
2017 for HCA, with capital expenditures of about $2.9 billion.
Higher capital spending is related to growth projects that support
the expectation of EBITDA growth through the forecast period;

-- The majority of discretionary FCF is directed towards share
repurchases, and debt due in 2017-2019 is refinanced, resulting in
gross debt/EBITDA after dividends to associates and minorities
maintained near 4x through the forecast period.

RATING SENSITIVITIES

Maintenance of a 'BB' Issuer Default Rating (IDR) considers HCA
operating with debt leverage sustained at around 4x and with a FCF
margin of 4%-5%. A downgrade of the IDR to 'BB-' is unlikely in the
near term, since these targets afford HCA with significant
financial flexibility to increase acquisitions and organic capital
investment while still returning a substantial amount of cash to
shareholders through share repurchases.

An upgrade to a 'BB+' IDR is possible if HCA maintains debt
leverage at 3.5x or below. In addition to a commitment to operate
with lower leverage, improvement in organic operating trends in the
hospital industry would support a higher rating for HCA. Evidence
of an improved operating trend would include sustained positive
growth in organic patient volumes, sustained improvement in the
payor mix with fewer uninsured patients and correspondingly lower
bad debt expense, and limited concern that profitability will
suffer from drops in reimbursement rates.

LIQUIDITY

HCA's liquidity profile is solid. There are no significant debt
maturities in 2017. Large maturities include $500 million of HCA
Inc. unsecured notes in 2018, $2.1 billion of HCA Inc. unsecured
notes in 2019 and $2.9 billion of asset-based lending (ABL)
revolver borrowings maturing in 2019. Fitch believes that HCA's
operating outlook and financial flexibility are amongst the best in
the hospital industry, affording the company good market access to
refinance upcoming maturities.

At Dec. 31, 2016, HCA's liquidity included $646 million of cash on
hand, $2.1 billion of available capacity on its senior secured
credit facilities, and latest 12 months (LTM) discretionary FCF of
about $2.9 billion. HCA's EBITDA/interest paid is solid for the
'BB' rating category at 4.8x and the company had an ample operating
cushion under its bank facility financial maintenance covenant that
requires debt net of cash maintained at or below 6.75x EBITDA.

The secured debt rating is one notch above the IDR, illustrating
Fitch's expectation of superior recovery prospects in the event of
default. The first-lien obligations, including the bank debt and
the first-lien secured notes, are guaranteed by all material wholly
owned U.S. subsidiaries of HCA that are "unrestricted subsidiaries"
under the HCA unsecured note indenture dated Dec. 16, 1993.

Because of restrictions on the guarantor group as stipulated by the
1993 indenture, the credit facilities and first-lien notes are not
100% secured; the subsidiary guarantors of the first-lien
obligations comprised about 45% of consolidated total assets. The
ABL facility has a first-lien interest in substantially all
eligible accounts receivable (A/R) of HCA, Inc. and the guarantors,
while the other bank debt and first-lien notes have a second-lien
interest in certain of the receivables.

The HCA unsecured notes are rated at the same level as the IDR
despite the substantial amount of secured debt to which they are
subordinated, with secured leverage of about 2.7x. If HCA were to
layer more secured debt into the capital structure, such that
secured debt leverage is greater than 3x, it could result in a
downgrade of the rating on the HCA unsecured notes to 'BB-'. The
bank agreements include a 3.75x first-lien secured leverage ratio
debt incurrence test.

The HCA Holdings Inc. unsecured notes are rated two-notches below
the IDR to reflect the substantial structural subordination of
these obligations, which are subordinate in right of payment to all
debt outstanding at the HCA level.

FULL LIST OF RATING ACTIONS

Fitch currently rates HCA:

HCA, Inc.
-- IDR 'BB';
-- Senior secured credit facilities (cash flow and asset backed)
'BB+/RR1';
-- Senior secured first lien notes 'BB+/RR1';
-- Senior unsecured notes 'BB/RR4'.

HCA Holdings Inc.
-- IDR 'BB';
-- Senior unsecured notes 'B+/RR6'.

The Rating Outlook is Stable.


HEARTLAND DENTAL: S&P Affirms 'B-' CCR & Revises Outlook to Neg.
----------------------------------------------------------------
S&P Global Ratings revised its outlook on dental services
organization Heartland Dental Care LLC to negative from stable.
S&P affirmed its 'B-' corporate credit rating.

At the same time, S&P affirmed the 'B-' issue-level rating on the
first-lien credit facility and the 'CCC' issue-level rating on the
second-lien term loan.  The recovery ratings are '3' and '6',
respectively.  The '3' recovery rating implies meaningful (50%-70%,
in the lower half of the range) recovery in the event of a payment
default.  The '6' recovery rating implies negligible (0%-10%)
recovery in the event of payment default.

Heartland Dental has a $100 million revolving commitment (of which
$66 million was drawn at Sept. 31, 2016,) maturing in December
2017.  At the same time, 2016 operating performance was negatively
affected by slow improvement from the MyDentist acquisition, large
outlays for de novo offices, and IT systems investments.  S&P
believes operating performance will improve over the next few
quarters from cost cutting and the maturation of de novo
facilities, allowing the company to refinance or extend its 2017
maturity within the next few quarters.  However, S&P sees some risk
to this forecast.

"Our revised outlook on Heartland Dental reflects our view that
credit risk is increasing given the relatively short time frame in
which the company must refinance its capital structure.  The
company's revolving credit facility matures in December 2017, and
Heartland Dental does not have sufficient internal resources to
repay its outstanding revolver ($66 million of $100 million drawn
at Sept. 30, 2016).  The company is exposed to market risks because
it must refinance under time constraints.  Moreover, there is
seasonality to the company's cash flows, and S&P believes Heartland
Dental needs access to a revolver to manage quarter to quarter
working capital needs," said credit analyst Matthew Todd. "We see
additional refinancing risk because the weighted average maturity
of Heartland Dental's debt is now less than two years, with a $614
million (outstanding) first-lien term loan due December 2018 and
$250 million second-lien term loan due June 2019."

S&P's negative outlook on Heartland Dental reflects S&P's view that
revenue will continue to grow in the low- to mid-teens, driven by a
steady pace of new office growth via de novo and affiliations and
low-single-digit organic growth, and that EBITDA margins will
slowly improve as recently opened dental offices mature and
corporate-level costs decline.  Under this scenario, S&P believes
the company will be able to refinance its capital structure in
advance of the December 2017 term loan maturity.

S&P could lower the rating if it become less confident that
Heartland Dental will be able to refinance its capital structure in
the next 12 months.  If operating results do not improve over the
next two quarters, and the company has not taken meaningful steps
to extend its revolver, S&P could consider a lower rating. Given
the possibility of a default within the next year if the revolver
is not refinanced, S&P could consider a multi-notch downgrade.

S&P will revise the rating back to stable if the company is able to
refinance its capital structure, fill open dentist positions, and
improve efficiency at the corporate level.  In this scenario, S&P
would expect a modest improvement to adjusted EBITDA margins over
the next 12 months.


HEXION INC: Maturity of $350M ABL Facility Extended to Dec. 2021
----------------------------------------------------------------
Hexion Inc. announced on its Current Report on Form 8-K dated Dec.
21, 2016, the Company's entry into an amendment agreement to amend
and restate its amended and restated asset-based revolving credit
facility.

On Feb. 10, 2017, the Company satisfied conditions to the
effectiveness of the extended revolving facility commitments under
the Amendment Agreement.  As a result, the existing $400 million of
revolving facility commitments under the ABL Facility with a
maturity date of March 28, 2018, were replaced and the lenders
party to the Amendment Agreement provided the Extended ABL Facility
Commitments in an aggregate principal amount of $350 million with a
maturity date of Dec. 5, 2021.  The Dec. 5, 2021, maturity date of
the Extended ABL Facility Commitments is subject to certain early
maturity triggers based on the maturity date and outstanding
principal amount of certain series of the Company's secured notes.

                         About Hexion Inc.

Hexion Inc., formerly known as Momentive Specialty Chemicals, Inc.,
headquartered in Columbus, Ohio, is a producer of thermoset resins
(epoxy, formaldehyde and acrylic).  The Company is also a supplier
of specialty resins for inks and specialty coatings sold to a
diverse customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

Hexion reported a net loss attributable to the Company of $40
million on $4.14 billion of net sales for the year ended Dec. 31,
2015, compared to a net loss attributable to the Company of $223
million on $5.13 billion of net sales for the year ended Dec. 31,
2014.  As of Sept. 30, 2016, Hexion had $2.18 billion in total
assets, $4.59 billion in total liabilities and a total deficit of
$2.41 billion.

                          *     *     *

The TCR reported on Oct. 3, 2014, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Momentive Specialty
by one notch to 'CCC+' from 'B-'.  "The downgrade follows MSC's
significant use of cash in the first half of 2014 and our
expectation that lackluster cash flow from operations and elevated
capital spending will cause free operating cash flow to be
significantly negative in 2014 and 2015," said Standard & Poor's
credit analyst Cynthia Werneth.

As reported by the TCR on Jan. 24, 2017, Moody's Investors Service
lowered the Corporate Family Rating (CFR) of Hexion Inc. to Caa2.
Hexion's Caa2 CFR reflects its elevated leverage of over 9 times,
weak cash flow from operations and negative free cash flow.


HOVNANIAN ENTERPRISES: Sirwart Hovnanian Owns 2.7% Class A Shares
-----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Sirwart Hovnanian disclosed that as of Dec. 23, 2016,
she beneficially owns 3,521,405 shares of Class A common stock,
$.01 par value per share, of Hovnanian Enterprises, Inc.,
representing 2.7 percent based upon 132,046,012 shares of Class A
Common Stock outstanding as of Dec. 14, 2016, based on the Form
10-K filed by the Issuer on Dec. 20, 2016.

This Amendment No. 5 amends and supplements the statement on
Schedule 13D filed by Kevork S. Hovnanian, the Kevork S. Hovnanian
Family Limited Partnership, Sirwart Hovnanian and Peter S.
Reinhart, as trustee of the Sirwart Hovnanian 1994 Marital Trust,
with the SEC on Nove. 24, 1992, as amended.  The Amendment was
filed by Sirwart Hovnanian with respect to changes in her
beneficial ownership.

On Dec. 23, 2016, the executors of the Estate of Kevork S.
Hovnanian, in their capacity as executors, distributed 1,705,259
shares of Class A Common Stock to Sirwart Hovnanian.

During the period beginning 60 days prior to Dec. 23, 2016, through
Feb. 13, 2017, Sirwart Hovnanian has not effected any transaction
in shares of Class A Common Stock.

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

                     https://is.gd/ASGdUS

                  About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

Hovnanian reported a net loss of $2.81 million on $2.75 billion of
total revenues for the year ended Oct. 31, 2016, compared to a net
loss of $16.10 million on $2.14 billion of total revenues for the
year ended Oct. 31, 2015.

As of Oct. 31, 2016, Hovnanian Enterprises had $2.37 billion in
total assets, $2.50 billion in total liabilities and a total
stockholders' deficit of $128.51 million.

                           *     *     *

As reported by the TCR on April 22, 2016, Moody's Investors Service
downgraded the Corporate Family Rating of Hovnanian Enterprises to
'Caa2' and Probability of Default Rating to 'Caa2-PD'.  The
downgrade of the Corporate Family Rating reflects Moody's
expectation that Hovnanian will need to dispose of assets and seek
alternative financing methods in order to meet its upcoming debt
maturity wall.

Hovnanian carries a 'CCC+' corporate credit rating from S&P Global
Ratings.

In August 2016, Fitch Ratings affirmed the ratings of Hovnanian
Enterprises, including the company's Long-Term Issuer Default
Rating (IDR) at 'CCC' following the recently announced financing
commitments and proposed tender offer for its existing unsecured
notes.


IHEARTCOMMUNICATIONS INC: CCOH Declares Special Cash Dividend
-------------------------------------------------------------
The Board of Directors of Clear Channel Outdoor Holdings, Inc.,
declared a special cash dividend payable on Feb. 23, 2017, to Class
A and Class B stockholders of record at the closing of business on
Feb. 20, 2017, in an aggregate amount equal to $282.5 million.

iHeartcommunications, Inc., an indirect parent of CCOH, will be
entitled to receive approximately 89.9%, or approximately $254
million, of the proceeds of the dividend through its wholly-owned
subsidiaries.  The remaining approximately 10.1% of the proceeds of
the dividend, or approximately $28.5 million, will be paid to the
public stockholders of CCOH.

The dividend will be funded using cash on hand, including proceeds
of the sale of CCOH's joint venture interest in the Australia
outdoor business, which occurred on Oct. 24, 2016, and the proceeds
of the sale of non-strategic U.S. outdoor markets in Columbus,
Ohio, and Indianapolis, Indiana, which occurred on
Feb. 12, 2016, and Jan. 9, 2017, respectively.

                     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. 15, 2017, S&P Global Ratings said
that it raised its credit rating on San Antonio, Texas-based
iHeartMedia Inc. and its subsidiary iHeartCommunications to 'CCC'
from 'SD' (selective default).  The rating outlook is negative.


IHEARTCOMMUNICATIONS INC: IHM to Sell Intellectual Property to CCOH
-------------------------------------------------------------------
Clear Channel Outdoor Holdings, Inc. ("CCOH"), an indirect
subsidiary of iHeartCommunications, Inc., and iHeartMedia, Inc.
("IHM"), an indirect parent of the Company, entered into a Binding
Option and Letter of Intent on Feb. 9, 2017, related to the
potential sale of certain intellectual property owned by IHM or its
affiliates to CCOH.

The Letter of Intent grants CCOH a binding option to purchase the
registered trademarks and domain names owned by IHM and its
subsidiaries that incorporate one or more of the words "Clear"
and/or "Channel," and any translations or derivations of any of the
foregoing, together with any goodwill associated therewith.

The Option is exercisable in CCOH's sole and absolute discretion at
any time between the first and second anniversaries of the payment
of the dividend.  The exercise price of the Option will be a
purchase price equal to the fair market value of the CCOH IP, as
determined by an independent appraisal or investment banking firm
or consultant mutually agreed and selected by IHM and CCOH.
Notwithstanding the foregoing, the Letter of Intent provides that
CCOH will pay the royalty fee due to IHM Identity, Inc. in respect
of the year ended Dec. 31, 2017, pursuant to the Amended and
Restated License Agreement, dated Nov. 10, 2005, by and between IHM
Identity, Inc. and Outdoor Management Services, Inc.  From the date
of the Letter of Intent until the closing of the CCOH IP Purchase,
IHM has agreed to certain covenants related to the CCOH IP,
including using commercially reasonable efforts to preserve the
CCOH IP.

                   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. 15, 2017, S&P Global Ratings said
that it raised its credit rating on San Antonio, Texas-based
iHeartMedia Inc. and its subsidiary iHeartCommunications Inc. to
'CCC' from 'SD' (selective default).  The rating outlook is
negative.


IMPLANT SCIENCES: Delays Q2 Financial Report, Sees $5M Net Loss
---------------------------------------------------------------
Implant Sciences Corporation, which is now known as Secure Point
Technologies, Inc., said it was unable to file the Quarterly Report
on Form 10-Q for the period ended December 31, 2016, within 45 days
of the Company's fiscal quarter ended December 31, 2016, due to
delays caused by its petitions filed for relief under Chapter 11 of
the Bankruptcy Court with the United States Bankruptcy Court for
the District of Delaware and the sale of its assets to L-3
Communications Corporation.

The Company said it was unable, without unreasonable effort and
expense, to prepare its accounting records and schedules in
sufficient time to enable its independent registered public
accounting firm to complete its review of the financial statements
to be contained in the Quarterly Report on Form 10-Q for the
quarter ended December 31, 2016. The Company intends to file Form
10-Q, along with the financial statements within the five-day
extension period.

The Company anticipates reporting a net loss of approximately
$4,976,000 on revenues of approximately $8,625,000 for the three
months ended December 31, 2016 as compared to a net loss of
approximately $3,313,000 on revenues of approximately $10,292,000
for the corresponding prior year period. Additionally, the Company
anticipates reporting a net loss of approximately $27,479,000 on
revenues of approximately $16,687,000 for the six months ended
December 31, 2016 as compared to a net loss of approximately
$4,224,000 on revenues of approximately $24,685,000 for the
corresponding prior year period.

A more detailed discussion of results of operations will be
included in the Management's Discussion and Analysis of Financial
Condition and Results of Operations in the Form 10-Q to be filed,
said Robert P. Liscouski, the Company's Chief Financial Officer.

                      About IMX Acquisition

IMX Acquisition Corp., also known as Ion Metrics Inc., and its
affiliates, comprise a leading designer and manufacturer of
systems and sensors that detect trace amounts of explosives and
drugs.  Their products, which include handheld and desktop
detection devices, are used in a variety of security, safety, and
defense industries, including aviation, transportation, and
customs
and border protection.  The Debtors have sold more than 5,000 of
their detection products to customers such as the United States
Transportation Security Administration, the Canadian Air
Transportation Security Authority, and major airports in the
European Union.

IMX Acquisition Corp. sought Chapter 11 protection (Bankr. D. Del.
Case No. 16-12238) on Oct. 10, 2016.  Its affiliates, Implant
Sciences, C Acquisition Corp. and Accurel Systems International
Corp. also sought Chapter 11 protection.  The cases are assigned
to
Judge Brendan Linehan Shannon.

IMX estimated assets and liabilities in the range of $100 million
to $500 million.  The Debtors tapped Paul V. Shalhoub, Esq. and
Debra C. McElligott, Esq. and Jennifer J. Hardy, Esq. at Willkie
Farr & Gallagher, LLP as counsel.

The petitions were signed by William J. McGann, president.

Andrew Vara, acting U.S. trustee for Region 3, on Oct. 24, 2016,
appointed Harold Coe and four others to serve on the official
committee of equity security holders.  Co-counsel to the
Official
Committee of Equity Security Holders are William R. Baldiga, Esq.,
and Gerard T. Cicero, Esq., at Brown Rudnick LLP, in New York, and
Sunni P. Beville, Esq., at Brown Rudnick LLP, in Boston,
Massachusetts; and Mark Minuti, Esq., at Saul Ewing LLP, in
Wilmington, Delaware.  The Equity Committee tapped FTI
Consulting,
Inc. as financial advisor.

Tannor Partners Credit Fund, LP., the New DIP Lender, is
represented in the case by Andrew M. Felner, Esq., at Sheppard,
Mullin, Richter & Hampton, LP.

                          *     *     *

L3 Technologies on Jan. 5, 2017, disclosed that it has completed
its acquisition of the explosives trace detection (ETD) business of
Implant Sciences.  L3 had entered into an asset purchase agreement
(APA) to acquire certain assets of Implant for $117.5 million in
cash, plus the assumption of specified liabilities.

The Debtors have changed their names following the sale: FIAC Corp.
from IMX Acquisition Corp.; Secure Point Technologies from Implant
Sciences; FCAC Corp. from C Acquisition Corp.; and FASIC Corp. from
Accurel Systems International Corporation.


IMPLANT SCIENCES: Equity Panel's Claims v. DMRJ, Monstant Trimmed
-----------------------------------------------------------------
The Delaware Bankruptcy Court on Monday granted in part, and denied
in part, the request of the official committee of equity security
holders in the Chapter 11 cases of FIAC Corp. et al., fka IMX
Acquisition Corp., for an order granting the panel standing to
commence and prosecute certain claims on behalf of the Debtors'
estate against DMRJ Group, LLC and Monstant Partners, LLC.

The Court's Order provides that the Equity Panel is denied standing
to pursue four claims:

     -- racketeering
     -- fraudulent transfer
     -- equitable disallowance
     -- fraud

The panel may pursue claims for:

     -- criminal usury
     -- breach of fiduciary duty/
        common law insider trading
     -- equitable subordination
     -- Massachusetts securities law
     -- tortious interference
     -- breach of covenant of good faith
        and fair dealing
     -- breach of contract
     -- Massachusetts unfair and
        deceptive trade practices

"This order is not to be construed as an implicit finding or
indication to the trial court as to the merits of the permitted
actions or as to whether any of the permitted actions would survive
a motion to dismiss," Bankruptcy Judge Brendan L. Shannon
clarified.

The Court said the Committee shall not file a draft complaint until
authorized to do so by further court order so that the parties can
first proceed to mediation, as described on the record at the
January 27 hearing.

The Permitted causes of action may be settled and compromised
through the terms of a Chapter 11 plan and confirmed in these cases
by the Debtors, the Court added.

                      About IMX Acquisition

IMX Acquisition Corp., also known as Ion Metrics Inc., and its
affiliates, comprise a leading designer and manufacturer of
systems and sensors that detect trace amounts of explosives and
drugs.  Their products, which include handheld and desktop
detection devices, are used in a variety of security, safety, and
defense industries, including aviation, transportation, and
customs
and border protection.  The Debtors have sold more than 5,000 of
their detection products to customers such as the United States
Transportation Security Administration, the Canadian Air
Transportation Security Authority, and major airports in the
European Union.

IMX Acquisition Corp. sought Chapter 11 protection (Bankr. D. Del.
Case No. 16-12238) on Oct. 10, 2016.  Its affiliates, Implant
Sciences, C Acquisition Corp. and Accurel Systems International
Corp. also sought Chapter 11 protection.  The cases are assigned
to
Judge Brendan Linehan Shannon.

IMX estimated assets and liabilities in the range of $100 million
to $500 million.  The Debtors tapped Paul V. Shalhoub, Esq. and
Debra C. McElligott, Esq. and Jennifer J. Hardy, Esq. at Willkie
Farr & Gallagher, LLP as counsel.

The petitions were signed by William J. McGann, president.

Andrew Vara, acting U.S. trustee for Region 3, on Oct. 24, 2016,
appointed Harold Coe and four others to serve on the official
committee of equity security holders.  Co-counsel to the
Official
Committee of Equity Security Holders are William R. Baldiga, Esq.,
and Gerard T. Cicero, Esq., at Brown Rudnick LLP, in New York, and
Sunni P. Beville, Esq., at Brown Rudnick LLP, in Boston,
Massachusetts; and Mark Minuti, Esq., at Saul Ewing LLP, in
Wilmington, Delaware.  The Equity Committee tapped FTI
Consulting,
Inc. as financial advisor.

Tannor Partners Credit Fund, LP., the New DIP Lender, is
represented in the case by Andrew M. Felner, Esq., at Sheppard,
Mullin, Richter & Hampton, LP.

                          *     *     *

L3 Technologies on Jan. 5, 2017, disclosed that it has completed
its acquisition of the explosives trace detection (ETD) business of
Implant Sciences.  L3 had entered into an asset purchase agreement
(APA) to acquire certain assets of Implant for $117.5 million in
cash, plus the assumption of specified liabilities.

The Debtors have changed their names following the sale: FIAC Corp.
from IMX Acquisition Corp.; Secure Point Technologies from Implant
Sciences; FCAC Corp. from C Acquisition Corp.; and FASIC Corp. from
Accurel Systems International Corporation.


INTERNATIONAL SHIPHOLDING: Plan Gets Majority of Creditors' OK
--------------------------------------------------------------
International Shipholding Corporation, et al., filed with the U.S.
Bankruptcy Court for the Southern District of New York a memorandum
of law asking the Court to confirm the Debtors' First Amended Joint
Chapter 11 Plan, waiving the 14-day stay of the confirmation court
order, and granting other and further relief as may be just, proper
and equitable.

The Amended Plan, according to the Debtor, has been approved by a
majority of creditors.  It is the culmination of the Debtors'
thorough efforts over the last six months to bring these Chapter 11
cases to a value-maximizing close.  The support of the Amended Plan
by all of the Debtors' key stakeholders is the result of a
combination of a highly successful sale of certain of the Debtors'
assets to J Line Corporation, the sale of certain non-core assets
and a reorganization process for the Debtors' remaining assets that
effectuates the Debtors' goal to maximize value for its creditors.

The Amended Plan provides for: (i) the reorganization of the
Debtors' remaining assets following the sale of their Specialty
Business assets as previously approved by the Bankruptcy Court;
(ii) satisfaction in full of all Allowed Administrative Expense
Claims, Adequate Protection Claims, Fee Claims, Priority Tax
Claims, U.S. Trustee Fees, Other Priority Claims, Other Secured
Claims, and First Lien Claims; (iii) varying treatment of holders
of Secured Claims based upon their respective collateral (Classes 3
through 6); (iv) the establishment of the GUC Trust and
distributions to holders of General Unsecured Claims of GUC Trust
Interests; and (v) releases, exculpations and limitations of
liability.

The Debtors received eight formal objections to the Amended Plan.
In addition, the Debtors received four informal objections, each of
which has been resolved.

The Debtors submit that the Amended Plan complies with all
applicable provisions of the Bankruptcy Code and respectfully
request that the Court confirm the Amended Plan.  

                 About International Shipholding

International Shipholding Corp. filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 16-12220) on July 31, 2016.  Its affiliated
debtors also filed separate Chapter 11 petitions.  The petitions
were signed by Manuel G. Estrada, vice president and chief
financial officer.

International Shipholding Corp. was engaged in waterborne cargo
transportation and maintained a diversified customer base with
emphasis on medium and long term contracts. ISH was founded in
1947 when the Johnsen family purchased a Liberty Ship after the
establishment of the War Ship Act of 1946 and became a public
company in 1979. Through its Debtor and non-Debtor subsidiaries,
International Shipholding now operates a diversified fleet of 21
U.S. and foreign flag vessels that provide domestic and
international maritime transportation services to commercial and
governmental customers primarily under medium to long-term
contracts.  As of the Petition Date, International Shipholding
maintained offices in Mobile, Alabama, New Orleans, Louisiana, New
York, New York, and Tampa, Florida, as well as a network of
agencies in major cities worldwide.

ISH, which was formed as a Delaware corporation in 1978 and became
a public company in 1979, is the ultimate corporate parent of the
International Shipholding family of companies. International
Shipholding's fleet is operated by ISH's principal Debtor and
non-Debtor subsidiaries, including Central Gulf Lines, Inc.,
Waterman Steamship Corporation, Enterprise Ship Company, Inc.,
U.S. United Ocean Services, LLC, CG Railway, Inc., LCI
Shipholdings, Inc., Sulphur Carriers, Inc., and East Gulf
Shipholding, Inc.  Certain other of ISH's Debtor subsidiaries,
including LMS Shipmanagement, Inc. and N. W. Johnsen & Co., Inc.,
provide ship management, ship charter brokerage, agency and other
specialized services. C.G. Railway Inc., Cape Holding LTD, Dry Bulk
Cape Holding, Inc., East Gulf Shipholding, Inc., MPV Netherlands
C.V., MPV Netherlands Cooperatief U.A., MPV Netherlands B.V., Bulk
Shipholding Inc., and Terminales Transgolfo S.A. de C.V. are not
debtors in these Chapter 11 cases.

The Debtors are represented by David H. Botter, Esq., Sarah Link
Schultz, Esq., and Travis A. McRoberts, Esq., at Akin Gump Strauss
Hauer & Feld LLP. The Debtors' Restructuring Advisor is Blackhill
Partners, LLC. Their Claims, Noticing & Balloting Agent is Prime
Clerk LLC.

The Debtors disclosed total assets at $305.1 million and total
debts at $226.8 million as of March 31, 2016.

William K. Harrington, the U.S. Trustee for the Southern District
of New York, on Sept. 1, 2016, appointed three creditors to serve
on the official committee of unsecured creditors of International
Shipholding Corporation. The committee hires Pachulski Stang Ziehl
& Jones LLP as counsel, and AMA Capital Partners, LLC as financial
advisor.

On Dec. 28, 2016, the Debtors filed their first amended joint
Chapter 11 plan of reorganization. Class 7 general unsecured
creditors are expected to recover 7% of their claims, according to
the filing.


IPAYMENT INC: Debt Exchange Offer No Impact on Moody's Caa2 CFR
---------------------------------------------------------------
Moody's Investors Service said that iPayment, Inc.'s ratings,
including the Caa2 Corporate Family Rating, and the negative rating
outlook are not affected by iPayment's proposed debt exchange offer
which will lead to a significant reduction in its debt. Moody's
will view the exchange as a distressed exchange under its
definition of a default. Should the exchange occur as stipulated,
Moody's expects to append the "/LD" indicator to iPayment's
Probability of Default Rating of Caa3-PD upon the close of the
exchange offer signifying a limited default in the capital
structure.


ITS BASHERT: Seeks to Hire Morrison Tenenbaum as Legal Counsel
--------------------------------------------------------------
Its Bashert LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of New York to hire legal counsel in
connection with its Chapter 11 case.

The Debtor proposes to hire Morrison Tenenbaum PLLC to give legal
advice regarding its duties under the Bankruptcy Code, negotiate
with creditors, assist in the preparation of a bankruptcy plan, and
provide other legal services.

Lawrence Morrison, Esq., the attorney designated to represent the
Debtor, will charge an hourly rate of $495.  Associates and
paraprofessionals will charge $350 per hour and $150 per hour,
respectively.  

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

The firm can be reached through:

     Lawrence F. Morrison, Esq.
     Morrison Tenenbaum PLLC
     87 Walker Street, Floor 2
     New York, NY 10013
     Phone: 212-620-0938
     Email: morrlaw@aol.com

                        About Its Bashert

Its Bashert LLC, dba Senses New York Salon and Spa, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Case No. 16-13449) on December 9, 2016.  The petition was signed by
Bruce Conroy, managing member.  

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


JAMES F. HUMPHREYS: Court Approves Plan, Disclosure Statement
-------------------------------------------------------------
Judge Frank W. Volk of the U.S. Bankruptcy Court for the Southern
District of West Virginia approved and confirmed the combined plan
of reorganization and disclosure statement together with the
injunction and channeling injunction filed by James F. Humphreys &
Associates, L.C.

All voting Classes other than secured creditor Class 3 voted in
favor of the Plan.  Class 3 has since been paid in full by the
guarantor of that claim and the guarantor's payment of the Class 3
claim satisfies that claim. Thus, for confirmation purposes, no
Class rejected the Plan. Accordingly, the Plan satisfies the
provisions of sections 1129 (a)(7) and 1129 (a)(8) of the
Bankruptcy Code.

The Plan complies with section 1129 and the JFHA Settlement Trust
established pursuant to the Plan is an appropriate means of
executing the provisions of the Plan that are designed to provide
distributions to those creditors, as specified in the Plan, who are
to receive distributions through the Trust.

                 About James F. Humphreys

James F. Humphreys & Associates, L.C., filed for Chapter 11
bankruptcy protection (Bankr. S.D. W. Va. Case No. 16-20006) on
Jan. 13, 2016, estimating its assets and liabilities at between $1
million and $10 million each.  The petition was signed by James
F.
Humphreys, president.

The Firm said in a statement that it sought bankruptcy protection
to "resolve all pending and potential claims against the firm in
one forum and in a timely and equitable manner."  

Judge Frank W. Volk presides over the case.  Julia A. Chincheck,
Esq., who has an office in Charleston, West Virginia, and Danielle
L Dietrich, Esq., Judith K. Fitzgerald, and Beverly Weiss Manne,
Esq., at Tucker Arensberg P.C., serve as the Firm's bankruptcy
counsel.  Bowles Rice LLP is the Firm's local counsel.

Mr. Humphreys said in the statement that the filing should not
affect the day-to-day operations of the firm and cases it
currently
is handling. 

Chris Dickerson, writing for West Virginia Record, relates that Mr.
Humphreys has been sued by former clients for allegedly mishandling
hundreds of asbestos and flood damages cases.  Mr. Humphreys and
the Firm were listed in a class action in October 2015 by people
who claim that the Firm mishandled a mass tort asbestos exposure
case against Celotex.  West Virgina Record adds that in the new
Celotex complaint, McCormick claims Mr. Humphreys and the Firm
negligently failed to follow procedure for properly submitting the
plaintiffs' claims against Celotex.

James F. Humphreys & Associates, L.C., is headquartered in
Charleston, West Virginia.


JG NASCON: Has Court's Final Nod to Use M&T Bank's Cash Collateral
------------------------------------------------------------------
The Hon. Magdeline D. Coleman of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania entered a final order authorizing
J.G. Nascon, Inc., to use cash collateral and provide adequate
protection to parties with interest in the cash collateral.

M&T Bank consents to the use of Cash Collateral.

As adequate protection for use of Cash Collateral, the Lender and
any party having an interest in Cash Collateral is granted a
replacement perfected security interest to the extent and validity
and with tire same priority in the Debtor's post-petition
collateral, and proceeds thereof, that the Lender held in the
Debtor's prepetition collateral.

To the extent the adequate protection provided for proves
insufficient to protect the Lender's interest in and to the Cash
Collateral, it will have a super-priority administrative expense
claim.

The replacement liens and security interests granted are
automatically deemed perfected without the necessity of the Lender
taking possession, filing financing statements, mortgages or other
documents.

On or before the 22nd day of each month, the Debtor will pay to the
Lender the sum of $4,584 as adequate protection.  

On or before the 15th day of each month, the Debtor will pay to the
IRS the aggregate sum of $7,500 as adequate protection.

The Debtor will pay to John Deere, the Commonwealth of Pennsylvania
Department Revenue and the Commonwealth of Pennsylvania Department
of Labor adequate protection payments in the amounts set forth on
the budget.

On or before 5:00 p.m. each Tuesday, the Debtor will provide to the
Lender a summary of receipts and disbursements for the immediately
preceding week, and an updated 13-week cash flow projection
reflecting the projected cash flow for the upcoming 13-week time
period, in the form provided by the Lender.

On or before 5:00 p.m. on the 10th day of each month, the Debtor
will provide to the Lender a monthly report.

A copy of the final order and the budget is available at:

          http://bankrupt.com/misc/paeb15-18704-303.pdf

                       About J.G. Nascon

J.G. Nascon, Inc., is a heavy and highway construction property
located in Eddystone, Pennsylvania, providing full-service site
contracting to the tri-state region.  As of Dec. 4, 2015, the
company has approximately 25 employees.

J.G. Nascon, Inc., sought Chapter 11 protection (Bankr. E.D. Pa.
Case No. 15-18704) on Dec. 4, 2015, in Philadelphia.  The Debtor
tapped Albert A. Ciardi, III, Esq., and Jennifer E. Cranston,
Esq., at Ciardi Ciardi & Astin, P.C., as attorneys.  The Debtor
estimated $1 million to $10 million in assets and debt.


KATE SPADE: Strategic Alternatives No Impact on Moody's Ratings
---------------------------------------------------------------
Moody's Investors Service said that Kate Spade, Inc.'s ("Kate
Spade", Ba3 stable) February 16, 2017 announcement that its board
of directors and management team are exploring strategic
alternatives has no immediate impact on the company's ratings or
outlook.

Headquartered in New York, NY, Kate Spade & Company is a designer
and marketer of luxury handbags, accessories and other products.
The company sells its products through Kate Spade-branded full
price and outlet stores and websites, as well as premium department
stores and concessions in the U.S., Asia and Europe. Revenues for
the year ended December 31, 2016 were approximately $1.4 billion.



KEYPOINT GOVERNMENT: Moody's Affirms B3 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of KeyPoint
Government Solutions, Inc. including the Corporate Family Rating of
B3. A rating of B3 has been assigned to the pending first lien bank
facility, the proceeds of which will go toward refinancing the
existing bank facility and paying a dividend of $146 million. The
rating outlook is stable.

RATINGS RATIONALE

The B3 CFR considers KeyPoint's well-established position within
the background investigative services niche of the US federal
contracting business, solid demand within the niche, and a recent
contract re-competition win for KeyPoint that helps revenue
visibility. The CFR anticipates annual free cash flow of around $20
million or greater, in step with recent levels despite the
debt-funded dividend. Pro forma for the pending dividend, leverage
will become more on par with the rating, with debt/EBITDA (Moody's
adjusted basis) rising to about 5x from 2x as of the last twelve
months ended September 30, 2016. The increase in leverage is
mitigated by the extension of debt maturities (term loan to 2024)
as the existing term loan matures in November 2017.

The B3 CFR also recognizes the very high contract concentration,
small revenue base, and increasing competition within KeyPoint's
main federal program. In late 2016 KeyPoint was named as one of
four prime contract holders for the U.S. Office of Personnel
Management's ("OPM") National Background Investigations Bureau. The
win sustained KeyPoint's eligibility for task orders under the
program, critical as the work comprises more than 90% of revenues.
The number of qualified contractors under the program conducting
background investigations expanded however to four from two. The
contract period of performance is for five years-- two base years,
and three one-year option periods. KeyPoint has a competitive
advantage in that it will likely take time for the newcomers to
build scale and efficiency. Further, several years of work by all
the contract holders will likely be required to normalize the OPM
current caseload backlog.

The rating outlook is stable as the contract re-compete win gave
sufficient revenue visibility to offset the dividend's leveraging
effect. The revenue and operating profit levels notably improved in
2015 after another background investigation provider was exited
from the program. The increased profitability speaks to KeyPoint's
ability to well execute the work. KeyPoint's last dividend was
considerably smaller ($50 million in 2012) than the planned
dividend and over the January 2013 - September 2016 period
cumulative free cash flow was only about $50 million. Further, a
modest term loan amortization schedule is planned under the new
facility. But the five-year contract horizon provides time to
prepay debt and expand the business through acquisitions or organic
growth opportunities.

Upward rating momentum would depend on maintenance of competitive
position within the company's key contract, debt/EBITDA in the low
4x range (will be about 5x pro forma for pending dividend), free
cash flow to debt at 10% or higher, and an adequate liquidity
profile.

Downward rating pressure would mount with significant market share
loss or debt/EBITDA approaching the mid-6x range, low free cash
flow generation, or a weakened liquidity profile.

The following summarizes rating action:

Assignments:

Issuer: KeyPoint Government Solutions, Inc.

-- Senior Secured Bank Credit Facility, Assigned B3 (LGD3)

Outlook Actions:

Issuer: KeyPoint Government Solutions, Inc.

-- Outlook, Remains Stable

Affirmations:

Issuer: KeyPoint Government Solutions, Inc.

-- Corporate Family Rating, Affirmed B3

-- Probability of Default Rating, Affirmed Caa1-PD

KeyPoint Government Solutions, Inc. provides background security
clearance and other services to US government agencies. Revenue for
the twelve months ended September 30, 2016 was approximately $235
million. KeyPoint has been controlled by private equity sponsor
Veritas Capital since its leveraged buyout in 2009.

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


KHWY INC: Proposes to Use WOLV Cash Collateral Until Aug. 31
------------------------------------------------------------
KHWY Inc. requests the U.S. Bankruptcy Court for the District of
Nevada to approve the its Stipulation with its secured creditor,
What's On Las Vegas, LLC, for the use of Cash Collateral.

The Debtor is indebted to WOLV in the total amount of not less than
$544,266 as of Oct. 30, 2016.  Such indebtedness is evidenced by,
among other things, a Secured Grid Note in the original amount of
$191,893, which is secured by a lien in substantially all of the
Debtor's assets and proceeds.

The Debtor and WOLV stipulate and agree that the Debtor is
authorized to use the revenue generated by the operation of its
Radio Stations to maintain the Debtor's operations and to operate
in the ordinary course of business pursuant to the proposed Budget.
In addition to the amounts set forth in the Budget, the Debtor is
authorized to use cash collateral to pay to the Repp Law Firm, as
special FCC counsel to the Debtor, up to $5,500 for the preparation
of documents required to be filed with the FCC.

WOLV agrees that it will allow a carve out for payment of
post-petition professional fees and expenses of professionals
retained and paid by the Debtor pursuant to orders of the Court,
including special FCC counsel to the Debtor, and including the
payment of U.S. Trustee's Fees up to and including the aggregate
amount of $35,500.

The Debtor grants WOLV a postpetition replacement lien to the
extent of its use of cash collateral and other prepetition
collateral and the diminution in value of prepetition collateral as
of the Petition Date, in the same priority as existed prepetition,
upon all property of the Debtor and the Debtor's estate.
Additionally, WOLV will have an allowed superpriority,
administrative expense claim with priority over all administrative
expenses and unsecured claims against the Debtor and its estate in
the amount of the use of Cash Collateral and the diminution in the
value of its Pre-petition Collateral as of the Petition Date.

The Debtor needs to satisfy the following milestones in connection
with a planned sale or sales of substantially all assets of the
estate pursuant to section 363(f) of the Bankruptcy Code:

      (a) On or before Feb. 9, 2017, the Debtor will file a motion
seeking approval of sale and bidding procedures, in a form
reasonably satisfactory to WOLV.

      (b) An order granting the Procedures Motion, in a form
reasonably acceptable to WOLV, will be entered on or before March
3, 2017.

      (c) All bids on estate assets will be due on or before March
24, 2017 and provided to WOLV by the Debtor immediately upon
receipt.

      (d) An auction will be held on or before April 1, 2017,
unless only one bid is made consistent with the court approved
bidding procedures.

      (e) One or more sales will close on or before August 31,
2017.  The Parties may stipulate to extend these dates, or the
Court may extend these dates on Motion of either party for good
cause shown, after reasonable notice and a hearing.

The Parties agree that the Stipulation and Cash Collateral Order
will be effective until the earlier of

      (a) Aug. 31, 2017,

      (b) the date on which WOLV's claims are paid in full in
immediately available funds, or

      (c) an event of default occurs. The following will constitute
event of default:

           (i) The Debtor fails to timely satisfy a Milestone,
unless the applicable Milestone deadline is extended by WOLV in
writing, or by the Court after notice to WOLV and hearing on good
cause shown.

          (ii) The Debtor fails to satisfy any provision of this
Stipulation.

         (iii) The Debtor's case is converted to a chapter 7
bankruptcy case.

          (iv) A chapter 11 trustee or examiner for the Debtor is
appointed, over the objection of WOLV.

           (v) Any order approving the Stipulation, on an interim
or final basis, is reversed or modified on appeal.

          (vi) Relief from stay is granted in the Debtor's case to
any other secured creditor or an unsecured creditor with a claim in
excess of $50,000.

The Debtor will maintain, with financially sound and reputable
insurance companies, insurance covering the Prepetition Collateral,
covering such risks and amounts as are customary in the industry
and naming WOLV as loss payee.

A full-text copy of the Debtor's Motion, dated February 9, 2017, is
available at https://is.gd/pQDAeh

                              About KHWY, Inc.

KHWY Inc., based in Las Vegas, NV, filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 17-10530) on Feb. 7, 2017.  The petition
was signed by Kirk Anderson, managing member.  The case is assigned
to Judge Mike K. Nakagawa.  The Debtor is represented by Matthew L.
Johnson, Esq., at Johnson & Gubler, P.C.  In its petition, the
Debtor disclosed $645,000 in assets and $1.79 million in
liabilities.

The Debtor hired Repp Law Firm as special counsel; Spectrum Media,
LLC as sales broker; and Aronson Professional Services, Inc. as
accountant.


KOPH INC.: Katie O'Connor's Buying All Assets for $33K
------------------------------------------------------
Judge Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois will convene a hearing on Feb. 28,
2017 at 10:00 a.m. to consider Koph, Inc.'s proposal to sell all
assets to Katie O'Connor's Pint House & Eatery, Inc. for $32,500.

The Debtor is a corporation operating a restaurant in Plainfield,
Illinois.  It has determined that it is unable to continue
operations and has determined that a sale of its assets will result
in the highest distribution to its secured creditor.

The Debtor has received an offer from the Purchaser for the
purchase of all assets for $32,500.  It believes that the $32,500
purchase price is a fair and reasonable price for all its assets.
An appraisal of the Debtor's assets, dated Oct. 10, 2016, produced
a forced liquidation value of $22,840.

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

       http://bankrupt.com/misc/Koph_Inc_28_Sales.pdf

The Purchaser is an insider that shares the same management as the
Debtor, but the entities do not have the same ownership.  The
Purchaser has managed the Debtor's restaurant for approximately 5
months under a management agreement.  The owner of the Purchaser,
Robert Darin, was appointed president of the Debtor at about the
time that the company began to manage the Debtor's restaurant.
Darin has no ownership interest in the Debtor, and the Debtor's
current shareholder has no ownership interest in the Purchaser.

Among the creditors of the Debtor is First Community Financial
Bank, which holds a lien in substantially all of the Debtor's
assets, including machinery and equipment, inventory, and accounts
receivable.  According to the Debtor's schedules, the balance due
and owing First Community Financial Bank is approximately $40,000.
As such First Community Financial Bank is not fully secured.  First
Community Financial Bank has been made aware of the pending sale
and has no objection.

In addition to the secured claim of First Community Financial Bank,
the Internal Revenue Service has filed a priority claim in the
amount of $23,353.  If the assets of the Debtor were liquidated,
there would be no distribution to general unsecured creditors.

The Debtor asks the Court to grant its Motion on shortened notice
allowing sale of all its assets to the Purchaser free and clear of
liens.  The Debtor needs to close on the sale by March 1, 2017, in
order to satisfy the demands of the Debtor's landlord, which has
agreed to enter into a new lease with the Purchaser.

Because of the need to close the sale expeditiously, the Debtor
asks that the 14-day stay of Bankruptcy Rule 6004(h) be waived.

                   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.


LADERA PARENT: Seeks to Hire Morris Nichols as Special Counsel
--------------------------------------------------------------
Ladera Parent LLC and Ladera LLC seek approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire
Morris, Nichols, Arsht & Tunnell LLP.

The firm will serve as special counsel for Julia McCullough and
William Popeo, the Debtor's independent managers.

Curtis Miller, Esq., the attorney designated to represent the
Debtors, will charge an hourly rate of $695.  Other Morris
attorneys will charge between $395 and $650 per hour while
paraprofessionals will charge $295 per hour.

Morris Nichols does not hold or represent any interests adverse to
the Debtors and their bankruptcy estates, according to court
filings.

The firm can be reached through:

     Curtis S. Miller, Esq.
     Morris, Nichols, Arsht & Tunnell LLP
     1201 North Market Street, 16th Floor
     P.O. Box 1347
     Wilmington, DE 19899-1347  
     Tel: (302) 658-9200/(302) 351-9412
     Fax: (302) 425-3080
     Email: cmiller@mnat.com

                     About Ladera Parent LLC

Ladera Parent LLC, based in New York, NY, and Ladera, LLC filed
Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 16-13382) on
December 4, 2016.  The petitions were signed by Hans Futterman,
manager.

A. Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese
& Gluck P.C., serves as bankruptcy counsel while Phillips Nizer LLP
serves as special real estate & corporate counsel.

Ladera Parent listed $21 million in assets and $21.02 million in
Liabilities while Ladera, LLC listed $75 million in assets and
$45.75 million in liabilities.

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


LANGUAGE LINE: S&P Affirms Then Withdraws 'B' CCR
-------------------------------------------------
S&P Global Ratings said that it affirmed its 'B' corporate credit
rating on U.S.-based interpretation and translation solutions
provider Language Line Holdings LLC. The rating outlook remains
stable.  S&P subsequently withdraw the rating at the company's
request.

S&P also withdrew its 'B+' issue-level and '2' recovery ratings on
the company's senior secured first-lien credit facility and S&P's
'CCC+' issue-level and '6' recovery ratings on its senior secured
second-lien term loan.  Both debt were paid down as part of
Teleperformance SE's acquisition of Language Line on Sept. 16,
2016.



LAURA ELSHEIMER: Revises Plan Provision on Treatment of VCC Claim
-----------------------------------------------------------------
Laura Elsheimer LLC on Feb. 9 filed with the U.S. Bankruptcy Court
in Massachusetts its latest disclosure statement, which explains
the company's Chapter 11 plan of reorganization.

The latest disclosure statement contains revisions to the proposed
treatment of Class 1 claim of Velocity Commercial Capital, LLC.

According to the document, payment of the Class 1 claim will be in
accordance with existing promissory note from Laura Elsheimer to
Velocity, modified to extend the maturity date of the loan to 30
years from the effective date, fix the principal loan amount to an
amount equal to $578,672.21, plus the Section 506(b) expenses, to
set the interest rate to that is two percentage point over the Wall
Street Journal Prime Rate of Interest adjusted annually.

Velocity will continue to escrow for taxes and insurance estimated
at $1,859.44 per month.

Moreover, upon the effective date, Laura Elsheimer will reimburse
Velocity for any post-petition administrative expenses it has
incurred on the company's behalf such as taxes and insurance,
according to the latest disclosure statement.

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

                        https://is.gd/5Z7094

                       About Laura Elsheimer

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

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

On September 26, 2016, the Debtor filed its Chapter 11 plan of
reorganization and disclosure statement.


LEADER INDUSTRIES: Combined Plan, Disclosures Hearing on Feb. 28
----------------------------------------------------------------
Judge Marian F. Harrison of the U.S. Bankruptcy Court for the
Middle District of Tennessee issued an expedited order
conditionally approving the disclosure statement to accompany the
plan of reorganization filed by Leader Industries, Inc., on Feb.
14, 2017.

The hearing to consider the final approval of the adequacy of the
information in the disclosure statement will be combined with the
hearing on confirmation of the plan and shall be held in Courtroom
3, Customs House, 701 Broadway, Nashville, Tennessee on Feb. 28,
2017 at 9:00 a.m.

Feb. 24, 2017, at 4:00 p.m., is fixed as the last date for filing
and serving written objections to final approval of the disclosure
statement and written objections to confirmation of the plan.

Feb. 24, 2017, at 4:00 p.m., is fixed as the last day for filing
written acceptances or rejections of the plan referred to above by
submitting an appropriate ballot.

Class 2 under the plan consists of all Allowed General Unsecured
Claims. Class 2 Claimants shall receive 10% of their Allowed
Claims, payable over 60 months. The first payment shall be due on
or before the first day of the month following the Effective Date
of the Plan.

The Debtor expects to have accumulated sufficient funds to meet its
operating expenses post confirmation and make all plan payments.

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

        http://bankrupt.com/misc/tnmb3-16-08337-45.pdf

                    About Leader Industries

Leader Industries, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. M.D.Tenn. Case No. 16-08337) on November 21,
2016.  Elliot
Warner Jones, Esq., at Emerge Law PLC serves as bankruptcy
counsel.
Alexander Thompson Arnold PLLC serves as the Debtor's accountant.

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


LEXINGTON CONSTRUCTION: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Lexington Construction Consulting, Inc.
        P.O. Box 3125
        Saratoga, CA 95070

Case No.: 17-50377

Chapter 11 Petition Date: February 16, 2017

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Hon. Stephen L. Johnson

Debtor's Counsel: David C. Johnston, Esq.
                  LAW OFFICES OF DAVID C. JOHNSTON
                  1600 G St. #102
                  Modesto, CA 95354
                  Tel: (209) 579-1150
                  E-mail: david@johnstonbusinesslaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by James Rogers, chief operating officer.

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

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

        http://bankrupt.com/misc/canb17-50377.pdf


LIBERTY ASSET: Litchi Buying Rowland Heights Property for $460K
---------------------------------------------------------------
Liberty Asset Management Corp. asks the U.S. Bankruptcy Court for
the Central District of California to authorize the bidding
procedures in connection with the sale of its rights, title and
interests in residential real property located at 1916 Los Padres
Drive, Rowland Heights, California, 91748-3657, to Litchi, LLC for
$460,000, subject to overbid.

A hearing on the Motion is set for March 8, 2017 at 11:00 a.m.
Objection deadline is Feb. 22, 2017.

In the ordinary course of business, when the Debtor would acquire
properties, it did so in the name of special purpose entities which
were controlled by Lucy Gao.  In 2014, the Debtor, through an
affiliate known as RH Investment, LLC, acquired the Property.  In
fact, the original purchaser of record was Gao who promptly
transferred it to RH, with herself as the sole member.  

The Property consists of a single family residence.  As evidenced
by the Preliminary Title Report, there are no secured claims
encumbering the Property (other than statutory property taxes which
will be paid at closing).

Based on certain disputes associated with assets held by affiliates
and actions related thereto, upon commencement of the case, an
action was commenced against RH and Gao to protect and preserve the
Property.  In connection with the foregoing, a Notice of Lis
Pendens was recorded in the Property's chain of title.

Subsequently, the parties engaged in discussions to resolve
numerous outstanding disputes.  In connection with the foregoing,
the Debtor, on the one hand, and Gao and RH, among others, on the
other hand, entered into "Stipulation Re: Turnover of Certain
Asset.  The Stipulation was approved pursuant to Turnover Order
entered on Sept. 13, 2016.  Although the Turnover Order was
entered, to date, a quitclaim deed or other document effectuating
the transfer of the Property from RH to the Debtor has not been
executed.

Upon entry of the Turnover Order, the Debtor engaged William
Friedman and Thomas B. Bluemel of Coldwell Banker Residential
Brokerage to market and sell the Property to the highest bidder.
Coldwell commenced extensive marketing efforts with respect to the
Property.  As a result of Coldwell's efforts, the Debtor received
over 30 offers expressing an interest in purchasing the Property,
many of which exceeded the listing price.  After consideration of
the offers with Coldwell and the Official Committee of Unsecured
Creditors, and after counteroffers and negotiations related
thereto, the Debtor selected the Buyer as having provided the
highest and best offer in the amount of $460,000.

Pursuant to the Sale Agreement with the Buyer, all contingencies
have been removed and the Buyer agreed that the sale will be
subject to overbid.

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

          http://bankrupt.com/misc/Liberty_Asset_333_Sales.pdf

The Debtor has not sought pre-approval of overbid procedures for
the sale so, accordingly, any such procedures will be in the
Court's discretion.

The Debtor intends to make these recommendations for procedures for
overbidding at the time of the hearing on the Motion:

          a. Auction: March 8, 2017 at 11:00 a.m.

          b. Minimum overbid: Any initial overbid for the Property
shall be in an amount at least $5,000 higher than the initial
purchase price of $460,000.

          c. Overbidding increments: All subsequent overbids with
respect to the Property will be in increments of $5,000.

          d. Qualification for overbidding: At or before the time
for hearing, any party wishing to overbid at the hearing must, at
or before the time for hearing, (i) deliver a cashier's check
payable to "Liberty Asset Management Corp." in the amount of
$46,000; and (ii) on the record, confirm that the this is an as-is,
where-is transaction with no representation or warranties and, if
the bidder is the successful bidder at the Auction, the deposit
will immediately become non-refundable to the bidder.  All bidding
will be conducted at the hearing on the Motion, and no bids will be
tendered or accepted after the hearing has concluded.  The balance
of the purchase price will be paid prior to the Closing, which will
occur no later than the first business day after 14th calendar days
following entry of an order approving the sale.

          e. No break-up fees, costs or expenses will be paid to
any bidder.

          f. If the sale closes to a Successful Bidder or Back-Up
Bidder, the 6% brokerage commission will be split as follows: 3% to
Coldwell and 3% to the broker(s) of the Successful Bidder or
Back-Up Bidder.

Pursuant to the Court's order entered on Dec. 8, 2016 (Doc. No.
298), the Debtor employed Coldwell Banker as its real estate
brokers.  The aggregate commission to be paid by the Debtor is an
amount equal to 6% of the gross sales price.

Pursuant to a stipulation approved by the Court, the Debtor
acquired a 100% ownership interest in the Property from RH, an
affiliate of the Debtor.  In order for an effective closing of the
sale transaction, a grant deed must be recorded formally
transferring the Property from RH to the Debtor.  While the Debtor
is hopeful that RH will execute such deed, in the event that it
does not cooperate, then, pursuant to 11 U.S.C. Section 105(a), the
Debtor asks authority for Mr. Lawrence Perkins, the Debtor's Chief
Restructuring Officer, to be granted authority to execute a
quitclaim deed on behalf of RH to effectuate a formal transfer of
the property to the Debtor.

The Debtor has ceased operations and its goal in the bankruptcy
case is to liquidate its assets to maximize recoveries for
creditors.  The Debtor believes that the liquidation of its assets
will generate sufficient proceeds to permit the Debtor to pay its
creditors a significant distribution.  The proposed sale of the
Property to the Buyer is anticipated to result in sale proceeds of
approximately $460,000 (subject to increase by overbid), which will
facilitate the goal of liquidating assets to pay creditors. On the
other hand, if the Debtor is not able to consummate a sale of the
Property to the Buyer (or a successful overbidder) as proposed, the
Debtor will not generate the sale proceeds that could be used to
pay creditors.  The Debtor also will be saddled with the
obligations and expenses of an owner of real property.  Based on
the foregoing, the Debtor submits that the proposed sale of the
Property is in the best interests of the Estate and therefore
represents a sound exercise of the Debtor's business judgment.
Accordingly, the Debtor asks tge Court to authorize the sale of the
Property to the Buyer (or to a successful overbidder), free and
clear of all liens, claims and interests, pursuant to the terms and
conditions set forth in the Sale Agreement.

To facilitate the most expeditious sale closing possible, the
Debtor asks that the order granting the Motion be effective
immediately upon entry by providing that the 14-day stay periods
provided by Bankruptcy Rule 6004(h) and 6006(d) are waived.

                      About Liberty Asset

Before ceasing operations, West Covina, California-based Liberty
Asset Management Corporation was a real estate management company.

Its mission was to seek out real estate opportunities throughout
Northern and Southern California, invest in such opportunities,
and
manage them.

Liberty Asset Management Corporation filed for Chapter 11
protection (Bankr. C.D. Cal. Case No. 16-13575) on March 21, 2016.

The Debtor estimated assets at $100 million to $500 million and
debts at $50 million to $100 million.  The petition was signed by
Benjamin Kirk, CEO.

Attorney David B. Golubchik, Esq., at Leven Neale Bender Yoo &
Brill LLP, represents the Debtor in its restructuring effort.

The Office of the U.S. Trustee on April 27, 2016, appointed three
creditors to serve on an official committee of unsecured
creditors.
The Committee tapped Jeremy V. Richards, Esq., John D. Fiero,
Esq., Gail S. Greenwood, Esq., and Victoria A. Newmark, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California, as
counsel.  Development Specialists Inc. serves as the Committee's
financial advisor.


LINEAGE LOGISTICS: S&P Revises Outlook to Pos. & Affirms 'B' CCR
----------------------------------------------------------------
S&P Global Ratings said that it has revised its outlook on Lineage
Logistics LLC to positive from stable and affirmed its 'B'
corporate credit rating on the company.

At the same time, S&P affirmed its 'B' issue-level rating on the
company's senior secured term loan.  The '4' recovery rating
remains unchanged, indicating S&P's expectation that lenders would
receive average (30%-50%; lower half of the range) recovery in a
payment default scenario.

"We have revised our outlook on Lineage to positive to reflect the
improvement in the company's profitability and operating efficiency
and our expectation that its profitability metrics will continue to
strengthen over the next year," said S&P Global credit analyst
Tatiana Kleiman.  After several years of acquisitions, the company
took a break in 2016 to focus on merger integration and implemented
cost-reduction initiatives and enhancements to improve its
productivity and profitability.  During this time, the company
exited unprofitable service offerings, renegotiated its contract
pricing terms (the majority of which had been below-market level),
flattened its organizational structure and compensation levels, and
expanded the use of advanced data analytics to optimize its energy
consumption and utilization.  These initiatives helped the company
expand its EBITDA margins to 23.4% for the 12 months ended Sept.
30, 2016, from 19.9% during the same period the year before.
Lineage's debt-to-EBITDA also improved to 10.5x from 12.3x during
this period.  The company's funds from operations (FFO)-to-debt
ratio, on the other hand, remained fairly steady during this time
(at about 3.5%), though S&P expects that this metric will improve
over the next year due to a combination of debt reduction, lower
interest expense, and continued earnings improvement.

The positive outlook on Lineage reflects the improvement in its
profitability stemming from the successful execution of various
initiatives to improve its operating efficiency and pricing.  The
company's operational and productivity enhancements, its continued
focus on price increases, and the contributions from its recent
acquisitions have significantly improved its earnings and margins,
which is a trend that S&P expects to continue over the next year.

S&P could raise its rating on Lineage if the company continues to
successfully execute and maintain its operating efficiency and
pricing initiatives such that its EBIT margins rise to the
high-teens area and its FFO-to-debt ratio increases to at least
10%.

S&P could revise its outlook on Lineage to stable if the company
engages in large debt-financed acquisitions, or if adverse market
conditions or unforeseen operating problems constrain its earnings
and cash flow, causing its FFO-to-debt ratio to remain in the
low-single digit percent area or its debt-to-EBITDA metric to rise
above 10x and remain there on a sustained basis.



LYNEIL MITCHELL: Intends to Use Cash Collateral of Ameriserv
------------------------------------------------------------
Lyneil Mitchell Physical Therapy, P.C., d/b/a Revolution Physical
Therapy, seeks authorization from the U.S. Bankruptcy Court for the
Western District of Pennsylvania to use cash collateral.

Ameriserv Financial Bank has a lien on certain property of the
Debtor, which includes all inventory, chattel paper, accounts,
equipment and general intangibles, by way of a secured loan and
line of credit from Ameriserv Financial.  The total amount of debt
owed to Ameriserv Financial under the loan and line of credit is
approximately $500,000.

The Debtor proposes to provide adequate protection payments to
Ameriserv Financial consistent with the Chapter 11 Plan which the
Debtor intends to file with the Court.

The Debtor tells the Court that the use of cash collateral is
essential for the Debtor's reorganization.  The Debtor requires to
use its cash to pay necessary operating expenses so as to achieve a
successful reorganization.  Further, the Debtor tells the Court
that the use of cash collateral to run the business will preserve
or enhance the value of creditors' noncash collateral and the going
concern of the business.

A full-text copy of the Debtor's Motion, dated Feb. 9, 2017, is
available at https://is.gd/Srb8se

                   About Lyneil Mitchell Physical Therapy

Lyneil Mitchell Physical Therapy, P.C. d/b/a Revolution Physical
Therapy, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No.
17-20368) on Feb. 1, 2017.  The petition was signed by Dr. Lyneil
Mitchell, president.  The case is assigned to Judge Thomas P.
Agresti.  The Debtor is represented by Brian C. Thompson, Esq. at
Thompson Law Group, P.C.  At the time of filing, the Debtor had
less than $50,000 in estimated assets and $1 million to $10 million
in estimated liabilities.


MADISON MAIDENS: Unsecureds to Recover 100% Under Plan
------------------------------------------------------
Madison Maidens, Inc., filed with the U.S. Bankruptcy Court for the
Southern District of New York a disclosure statement to accompany
its plan of reorganization, dated Feb. 10, 2017, which would give
holders of allowed general unsecured claims a distribution of 100%.


Class 2 under the plan consists of all General Unsecured Claims.
Promptly following the Effective Date, each Holder of an Allowed
General Unsecured Claim against the Debtor will receive payment
equal to 100 cents on the dollar.

The Debtor estimates that the number of creditors in this Class is
approximately 12 and the amount of Allowed General Unsecured Claims
as of the Effective Date will be approximately $1.4 million (after
giving effect to the settlement of the Giant Channel Claim. Class 2
is impaired under the plan.

Cash necessary for the payments will be funded from the cash
generated by the Debtor's operations.  The Debtor will fund the
payments under the Plan with the proceeds of its liquidation of
inventory and collection of accounts receivable, which has been
ongoing since the Petition Date.

A full-text copy of the Disclosure Statement dated Feb. 10, 2017,
is available at:

          http://bankrupt.com/misc/nysb16-13130-45.pdf

                   About Madison Maidens

Madison Maidens, Inc. is an intimate apparel wholesale company
that
sells its products under the Jones New York license to stores in
the USA and Canada.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 16-13130) on November 10,
2016.  The
petition was signed by Steven Kattan, president.  

The case is assigned to Judge Stuart M. Bernstein.

At the time of the filing, the Debtor estimated its assets at $1
million to $10 million and debts at $10 million to $50 million.


MAHOPAC FARMS: Case Summary & 7 Unsecured Creditors
---------------------------------------------------
Debtor: Mahopac Farms LLC
        11411 Lefferts Blvd
        S Ozone Park, NY 11420

Case No.: 17-40678

Nature of Business: The Debtor operates a 24,000 square foot Key
Food supermarket at 1001 Route 6, Mahopac, NY 10541 in the Lake
Plaza Shopping Center.

Chapter 11 Petition Date: February 16, 2017

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

Judge: Hon. Elizabeth S. Stong

Debtor's Counsel: J Ted Donovan, Esq.
                  Kevin J. Nash, Esq.
                  GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212)-301-6943
                  Fax: (212)-422-6836
                  E-mail: Tdonovan@gwfglaw.com
                          knash@gwflglaw.com

Total Assets: $1.84 million

Total Liabilities: $809,036

The petition was signed by Mike Hassen, manager.

A copy of the Debtor's list of seven unsecured creditors is
available for free at http://bankrupt.com/misc/nyeb17-40678.pdf


MEDICAL CENTER: Fitch Withdraws BB+ Municipal Bond Ratings
----------------------------------------------------------
Fitch Ratings has withdrawn its ratings for the following bonds due
to prerefunding activity:

-- Medical Center Hospital Authority (GA) (Columbus Regional
Healthcare System, Inc. Project) revenue anticipation certificates
series 2008 (prerefunded maturities only - 584521DS4, 584521DT2,
584521DU9). Previous Rating: 'BB+'/Rating Outlook Positive;

-- Eden Township Healthcare District (CA) (Eden Hospital Health
Services Corporation) certificates of participation series 2010
(prerefunded maturities only - 279584AJ5, 279584AK2, 279584AF3,
279584AL0, 279584AG1, 279584AH9). Previous Rating: 'BBB+'/Rating
Outlook Stable.


MEMORIAL PRODUCTION: Hires KPMG as Auditor
------------------------------------------
Memorial Production Partners LP and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the Southern
District of Texas to employ KPMG LLP as auditor, nunc pro tunc to
the January 16, 2017 petition date.

The Debtors require KPMG to:

   -- audit consolidated balance sheets of the Debtors as of
      December 31, 2016 and 2015, the related consolidated and
      combined statements of operations, equity, and cash
      flows for each of the years in the three-year period ended
      December 31, 2016 and the related notes to the financial
      statements;

   -- audit internal control over financial reporting as of
      December 31, 2016;

   -- provide quarterly reviews of the consolidated financial
      statements of the Debtors for the quarters ended March 31,
      2107, June 30, 2017 and September 30, 2017 (the "2017 Audit
      Services");

   -- provide public offering services to address financial
      reporting requirements, consultations and other accounting
      matters related to the equity or debt offering of the
      Debtors, including but not limited to the following:

      - Form S-1, S-3 and S-4 preparation consultations and
        reviews; and

      - Financial reporting and disclosure requirements
        consultations;

   -- provide significant transactions services performed by KPMG
      related to issuance of financial statements as required by
      Regulation S-X Rule 3-05, due to the acquisitions of the
      Debtors and incremental impact of audit work required to
      issue an opinion on the consolidated financial statements of

      the Debtors;

   -- provide comfort letters, specifically services performed
      related to KPMG's issuance of a comfort letter in
      conjunction with the Debtors due to the acquisition by the
      Debtors of entities under common control or for debt, equity

      or other offerings;

   -- provide consent services performed related to KPMG's
      issuance of consents; and

   -- provide, to the extent that the 2016 Audit Services or the
      2017 Quarterly Review services involve procedures in
      connection with emergence from bankruptcy, including but not

      limited to, debt-restructuring, accounting considerations
      during and on emergence from bankruptcy, fresh-start
      accounting, valuation of assets and liabilities on emergence

      from bankruptcy, income tax matters arising as a result of
      bankruptcy, or other debt restructuring activities as a
      result of bankruptcy, such work will be considered out-of-
      scope services under the audit agreements (the "Out of Scope

      Services");

KPMG will be paid at these hourly rates:

       Partners/Principals          $525-$765
       Tax Managing Directors       $675-$735
       Senior Managers/Directors    $435-$690
       Managers                     $375-$555
       Senior Associates            $315-$450
       Associates – Second Year     $210-$270

KPMG and the Debtors have agreed to a fixed fee of $1,000,000 for
services relating to the 2016 Audit and the Quarterly Review
Services (the "2016 Fixed Fee"). Approximately $900,000 of the 2016
Fixed Fee was paid prepetition. Subject to the Court's approval and
pursuant to the terms and conditions of the agreements, the
remaining amount of the Fixed Fee will be billed in a monthly
installment of $100,000. KPMG and the Debtors have agreed to a
fixed fee of $100,000 per quarter for the 2017 quarterly review
services.

If required, KPMG will issue a Comfort Letter for an agreed-upon
fixed fee of up to $125,000. Services performed related to KPMG's
issuance of consents will be billed at a fixed fee of up to
$10,000.

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

Jeff E. Urban, partner of KPMG, 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.

KPMG can be reached at:

       Jeff E. Urban
       KPMG LLP
       811 Main Street. Suite 4500
       Houston, TX 77002
       Tel: (713) 319-2000
       Fax: (713) 319-2041

            About Memorial Production Partners LP

Memorial Production Partners LP -- http://www.memorialpp.com/-- is
a publicly traded partnership engaged in the acquisition,
production and development of oil and natural gas properties in the
United States. MEMP's properties consist of mature, legacy oil and
natural gas fields. MEMP is headquartered in Houston, Texas.

Memorial Production Partners LP, Memorial Production Finance
Corporation and their debtor-affiliates filed a Chapter 11 petition
(Bankr. S.D. Tex. Lead Case No. 17-30262) on January 16, 2017.  The
cases are assigned before the Hon. Marvin Isgur.

The Debtors are represented by Alfredo R. Perez, Esq., at Weil,
Gotshal & Manges LLP, in Houston, Texas; and Gary T. Holtzer, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, New
York.  The Debtors' financial advisor is Perella Weinberg Partners
LP.  The Debtors' Restructuring Advisor is Alixpartners, LLP.  The
Debtors' claims, noticing, and solicitation agent is Rust
Consulting/Omni Bankruptcy.

At the time of filing, the Debtors had estimated assets of $1
billion to $10 billion and estimated debts of $1 billion to $10
billion.


MGIC INVESTMENT: S&P Raises LT Counterparty Credit Rating to BB+
----------------------------------------------------------------
S&P Global Ratings said it raised its financial strength and
long-term counterparty credit ratings on MGIC Investment Corp.'s
core operating subsidiaries to 'BBB+' from 'BBB'.  At the same
time, S&P raised its unsolicited senior unsecured debt issue and
long-term counterparty credit rating on MGIC Investment Corp. to
'BB+' from 'BB' and S&P's junior subordinated debt rating to 'BB-'
from 'B+'.  The outlook is stable.

"The upgrade of MGIC Investment Corp. and its core operating
subsidiaries, Mortgage Guaranty Insurance Corp. and MGIC Indemnity
Corp. (collectively MGIC), reflects the company's consistent
operating performance, which has influenced its capitalization
levels and financial flexibility metrics," said S&P Global Ratings
credit analyst Anthony Beato.  Furthermore, the company's growth in
strong-credit-quality, new premium writings continues to generate
low notices of delinquency, more than compensating for the
company's run-off legacy books of business.

Through year-end 2016, MGIC maintained its market position among
legacy mortgage insurance writers, growing its new insurance
written to $47.9 billion while maintaining a low level of
single-premium business (approximately 19% during the same period).
As of year-end 2016, MGIC's delinquent loan pool (excluding bulk
loans) decreased to 4.05% from 5.11% as of year-end 2015, with
losses of $240.2 million in 2016.  This was a 30% decrease from the
prior year as a result of lower new delinquency notices, lower
claim rates, and favorable reserve development.  This improvement
led to margin expansion for the consolidated enterprise, and growth
and sustainability in its margins for the fourth consecutive year.

As a result of the consistent improvement in MGIC's operating
margins, its capitalization and financial flexibility metrics
continue to improve.  MGIC's 2015 quota-share reinsurance agreement
with a consortium of reinsurers that cede both premiums and losses
on vintages stretching from 1985 to new flow business through 2016
has balanced many of its key risks.  This agreement does not cover
some of the riskier Wall Street bulk business that continues to
weigh down earnings and capitalization, but additional seasoning in
the housing sector and improvement in the overall U.S. economy help
compensate.  These factors have improved MGIC's capitalization to
the 'BBB' or moderately strong capital levels as per S&P's mortgage
insurance risk-based capital model, while MGIC has maintained
consolidated risk-to-capital metrics at approximately 12:1.  MGIC
also continues to improve its financial flexibility by deleveraging
its operations and actively managing its capital structure to
support shareholder value.  Through year-end 2016, S&P estimates
the company will report financial and debt leverage metrics of 39%
and 24%, respectively.

Through year-end 2017, S&P expects MGIC to maintain consistent
levels of margin, while preserving its industry-leading expense
ratio.  At the same time, S&P expects MGIC to earn an adjusted EBIT
of between $550 million and $650 million, reflecting a combined
ratio of between 35% and 45%.  S&P also expects the company to
maintain its financial leverage ratio below 35%, consistent with
capitalization at or above S&P's 'BBB' or moderately strong ratings
threshold.

The stable outlook on MGIC reflects S&P's expectation that the
organization will continue to improve its balance-sheet strength
and capitalization metrics during the next 18-24 months.  At the
same time, S&P expects MGIC to decrease its debt leverage to
consistently below 30% while maintaining fixed-charge coverage
metrics consistently above 8x.

S&P could lower its ratings on MGIC if the consolidated
enterprise's operating performance were to deteriorate, with little
likelihood of capitalization improving during the outlook period.
S&P would measure this via volatility in the company's GAAP
adjusted EBIT figure with earnings between $150 million and $250
million, and capitalization that would measure below the 'BBB'
ratings level according to our risk-based capital model. This would
be exacerbated by relatively aggressive capital-management programs
centered around additional debt issuances, a revision of S&P's
capital credit associated with the organization's 2063 debt
issuance due to opportunistic repurchases, or any form of recapture
associated with the company's robust reinsurance program.  S&P
could also downgrade MGIC if the company's debt leverage metrics
were to deteriorate to above 30%, with fixed-charge coverage
metrics less than 7x consistently.  Furthermore, S&P would look to
lower its rating if the company were to begin writing additional
business of higher risk attributes (as measured by less-stringent
underwriting standards, higher loan-to-value metrics, or lower FICO
score business), leading to risk-layering that would make it
difficult for us to determine the longer-term profitability of its
book.

S&P could raise its ratings on MGIC if the consolidated enterprise
were to exhibit continued sustainability in its financial
performance while improving its capitalization.  S&P would measure
this improvement by risk-to-capital of 9.5:1 or better with the
output of our risk-based capital model improving to the 'AA' or
very strong level.  This would be evidenced by GAAP adjusted EBIT
metrics consistently above $700 million, financial leverage
consistently below 25%, and fixed-charge coverage metrics in excess
of 9x.  S would also expect the organization to continue receiving
capital credit for its outstanding 2063 junior subordinated
issuance while remaining relatively conservative from a
capital-management perspective, choosing to maintain liquidity
rather than repurchase shares or issue debt.



MOLINA HEALTHCARE: S&P Affirms 'BB' Counterparty Credit Rating
--------------------------------------------------------------
S&P Global Ratings said it affirmed its 'BB' long-term counterparty
credit and senior unsecured debt ratings on Molina Healthcare Inc.
The outlook is stable.

"Molina's reported operating results for 2016 are lower than our
expectations but remain supportive of the rating level" said Hema
Singh S&P Global Ratings credit analyst.  The worse-than-expected
results were mostly driven by higher-than-expected risk transfer
payments (as part of the Affordable Care Act [ACA] risk adjustment
program).

S&P expects medical loss ratios and risk transfer for the ACA
marketplace segment to remain elevated in 2017 for Molina, but
expect continued pricing actions and profitability in its other
Medicaid segments to more than offset losses that develop.  In
2018, the U.S. Dept. of Health and Human Services will reduce the
statewide average premium risk-adjustment transfer by 14% to
account for administrative costs that do not vary with claims.  The
revised formula will use 86% of statewide average premiums instead
of total statewide premiums.  S&P expects this revision to lessen
some of the potential unfavorable ACA risk adjustment transfers for
Molina going forward.

As of year-end 2016, Molina's total revenue was about $17.7 billion
with adjusted EBIT return on revenue (ROR) at about 1.5%. In S&P's
prior base case, it expected adjusted EBIT ROR of 2%-4% for
2016-2018.  In S&P's revised base case, it now expects EBIT ROR of
about 1.5% for 2017 and improvement to about 2% - 3% for 2018.
Adjusted EBITDA interest coverage is about 3.5x in 2016, which was
also lower than S&P's expected range of 5.5x-8x.

The stable outlook on Molina reflects S&P's expectation that over
the next 12-24 months the company will maintain its strong market
position in the government-sponsored health care market and
generate strong revenue growth with adjusted EBIT ROR of about 1.5%
in 2017 with improvement to about 2%-3% for 2018.  S&P expects
leverage to remain above our long-term expectation of the mid-40%
threshold at about 51% for 2017 and deleveraging of 45%-47% in
2018, and for EBITDA interest coverage to be in the 4x-7x range for
2017-2018.

S&P could lower the ratings in the next 12-24 months if EBIT ROR
declines to less than 1.5% for a sustained period, or if the loss
of one or more of its managed Medicaid contracts leads to a
significant decline in revenue or cash flow from operations.  S&P
may also lower the ratings if there is no year-over-year
deleveraging and the company adopts a more-aggressive financial
policy with financial leverage materially above 45%-47% for longer
than the next two years.

Although unlikely within the next 12 to 24 months, S&P may raise
the ratings if Molina adopts more-conservative financial policies
to manage its long-term financial leverage to less than 40%,
sustains stronger capital adequacy, or substantially expands its
geographic presence and scale.



MOTORS LIQUIDATION: $486.6M Net Assets in Liquidation at Dec 31
---------------------------------------------------------------
Motors Liquidation Company GUC Trust filed with the U.S. Securities
and Exhange Commission its quarterly report on Form
10-Q disclosing total assets of $532.64 million, total liabilities
of $45.97 million and net assets in liquidation of $486.66 million
as of Dec. 31, 2016.

The GUC Trust's sources of liquidity are principally the funds it
holds for the payment of liquidation and administrative costs, and
to a significantly lesser degree, the earnings on such funds
invested by it.  In addition, as a result of the liquidation of all
the GUC Trust's holdings of New GM Securities during the quarter
ended Sept. 30, 2015, the GUC Trust holds Distributable Cash for
distribution to GUC Trust beneficiaries.  The GUC Trust holds such
funds primarily in U.S. Treasury bills, as permitted by the Plan
and the GUC Trust Agreement.

During the nine months ended Dec. 31, 2016, the GUC Trust's
holdings of cash and cash equivalents increased approximately $1.5
million from approximately $4.4 million to approximately $5.9
million.  The increase was primarily due to cash from the sale of
marketable securities in excess of reinvestments of $136 million
and interest income received on such marketable securities of $1.2
million, largely offset by cash distributions of $112.4 million,
cash paid for liquidation and administrative costs of $9 million,
and cash paid for Residual Wind-Down Claims and Costs of $8.3
million.

During the nine months ended Dec. 31, 2016, the funds invested by
the GUC Trust in marketable securities decreased approximately
$135.9 million, from approximately $661.1 million to approximately
$525.2 million.  The decrease was due primarily to the sale of
marketable securities to fund the cash distributions and payments
described above during the period.  The GUC Trust earned
approximately $1.2 million in interest income on such investments
during the period.

As of Dec. 31, 2016, the GUC Trust held approximately $531.1
million in cash and cash equivalents and marketable securities.  Of
such amount, approximately $508.5 million relates to Distributable
Cash (including Dividend Cash), a portion of which the GUC Trust
Administrator is permitted to set aside from distribution and to
appropriate with the approval of the Bankruptcy Court or Trust
Monitor, as applicable, in order to fund additional costs and any
income tax liabilities (including Dividend Taxes, Investment Income
Taxes and Taxes on Distribution) as they become due.  Included in
Distributable Cash at Dec. 31, 2016, is approximately $14.1 million
of Dividend Cash.  As described above, Dividend Cash will be
distributed to holders of subsequently Resolved Allowed Claims and
GUC Trust Units in respect of Distributable Cash that they receive,
except to the extent such dividends are in respect of Distributable
Cash that is appropriated by the GUC Trust in accordance with the
GUC Trust Agreement to fund the GUC Trust's liquidation and
administrative costs, any income tax liabilities or shortfalls in
Residual Wind-Down Assets.

As of Dec. 31, 2016, Distributable Cash (including Dividend Cash)
held by the GUC Trust was set aside as follows: (a) $1.9 million
for liquidating distributions payable as of that date, and (b)
$47.4 million to fund projected liquidation and administrative
costs and Avoidance Action Defense Costs.

In addition to Distributable Cash (including Dividend Cash), the
GUC Trust held $22.6 million in cash and cash equivalents and
marketable securities at Dec. 31, 2016, representing funds held for
payment of costs of liquidation and administration and other
liabilities.  Of that amount, approximately $15.8 million
(comprising approximately $13.7 million of the remaining Residual
Wind-Down Assets, approximately $1.8 million of the remaining
Administrative Fund and approximately $0.3 million in remaining
funds designated for the Indenture Trustee / Fiscal and Paying
Agent Costs) is required by the GUC Trust Agreement to be returned,
upon the winding-up of the GUC Trust, to the DIP Lenders to the
extent such funds are not utilized to satisfy designated Wind-Down
Costs, Residual Wind-Down Claims and Costs, Avoidance Action
Defense Costs and Indenture Trustee/Fiscal Paying Agent Costs.
Cash and cash equivalents and marketable securities of $1.8 million
remaining in the Administrative Fund have been designated for the
satisfaction of certain specifically identified costs and
liabilities of the GUC Trust, and such amounts may not be used for
the payment of GUC Trust professionals' fees and expenses or other
Wind-Down Costs.  Those amounts will not at any time be available
for distribution to the holders of the GUC Trust Units.  The
balance of cash and cash equivalents and marketable securities of
approximately $6.8 million is available for the payment of certain
reporting and administrative costs of the GUC Trust, and would be
available in the future for distribution to the holders of the GUC
Trust Units, if not otherwise used to satisfy those GUC Trust
obligations.

"There is no assurance that additional amounts of Distributable
Cash will not be required to be set aside from distribution and
appropriated to fund additional costs and income tax liabilities,
beyond what the GUC Trust Administrator has already set aside.  Any
appropriation of Distributable Cash that occurs to fund such
obligations will result in a lesser amount of Distributable Cash
available for distribution to holders of GUC Trust Units.  In
addition, a portion of the GUC Trust's assets are currently
segregated pursuant to the GUC Trust Agreement for the satisfaction
of certain other specified costs.  If such assets are insufficient
to fund such other specified costs for any reason, the GUC Trust
Administrator will similarly be required to set aside from
distribution and appropriate additional amounts of Distributable
Cash in order to fund such shortfall," as disclosed in the report.


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

                       https://is.gd/ftr3XU

                      About Motors Liquidation

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

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

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

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


MOTORS LIQUIDATION: Immigon Asks Court to be Excluded From Suit
---------------------------------------------------------------
Alex Wolf, writing for Bankruptcy Law360, reports that Immigon
Portfolioabbau AG told the U.S. Bankruptcy Court for the Southern
District of New York on Feb. 14, 2017, that it should be excluded
from General Motors' lawsuit over a $1.5 billion loan because it
cannot be corralled under the Court's jurisdiction.

Law360 relates that Immigon is fighting the lawsuit, which is
targeting hundreds of General Motors' former bank lenders to
recover transfers related to a $1.5 billion term loan.  Law360
recalls that Immigon's predecessor received payment from General
Motors on a term loan the car manufacturer made prior to the 2009
bankruptcy sale.

                     About Motors Liquidation

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

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

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

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


NAVIOS MARITIME: S&P Affirms 'B' CCR on Sustained Credit Ratios
---------------------------------------------------------------
S&P Global Ratings said that it affirmed its 'B' long-term
corporate credit rating on Marshall Islands-registered dry-bulk and
container shipping company Navios Maritime Partners L.P. (Navios
Partners).  The outlook is negative.

Navios Maritime reported lower EBITDA in 2016, and S&P expects a
further contraction in earnings in 2017.  However, S&P believes the
company's reduced debt will counterbalance the lower EBITDA,
leading to slightly improved credit measures in 2017.

In addition, S&P affirmed its 'B' issue rating on Navios Partners'
senior secured term loan due June 2018.  The recovery rating
remains unchanged at '3', reflecting S&P's expectation of
meaningful recovery in the higher half of the 50%-70% range in the
event of payment default.

S&P also assigned its 'B' issue rating to Navios Partners' proposed
$400 million senior secured term loan.  The recovery rating is '3',
reflecting S&P's expectation of meaningful recovery in the higher
half of the 50%-70% range in the event of payment default.

The final rating will depend on S&P's receipt and satisfactory
review of all final transaction documentation.  Accordingly, the
proposed rating should not be construed as evidence of final
rating.

The affirmation reflects that although S&P expects a further
moderate contraction in absolute EBITDA to weaken Navios Partners'
financial position, S&P believes that lower debt, in particular
after January 2017 loan prepayments of about $100 million (from the
sale proceeds of the containership Cristina) will allow the company
to maintain rating-commensurate credit metrics over 2017-2018, such
as S&P Global Ratings' average adjusted funds from operations (FFO)
to debt of about 15%-16%.

S&P expects the company's absolute EBITDA will drop to about $90
million, from about $107 million in 2016 and about $148 million in
2015.  This is the result of the charters with the South Korean
container liner Hyundai Merchant Marine Co., Ltd. (HMM) being
amended; the company selling its largest and highly
EBITDA-generative vessel Cristina; the South Korean ship operator
Hanjin Shipping defaulting and Navios Partners having to re-charter
two re-delivered vessels to the open market at much
lower-than-previously contracted rates; and because the prospects
for a significant short-term rebound in dry-bulk rates are
relatively weak, in S&P's view.

Formed in 2007, Navios Partners is listed on the New York Stock
Exchange and owns and operates a fleet of 31 dry-bulk vessels and
containerships, including 24 small-to-large-sized dry-bulk carriers
with a total carrying capacity of about 2.7 million deadweight tons
and seven container ships that total 50,400 twenty-foot equivalent
units.  Navios Partners had adjusted debt of around $532 million as
of Dec. 31, 2016.

S&P believes that dry-bulk ship operators will continue facing
tough industry conditions, aggravated by considerably and
sustainably diminished commodity imports from Asia, which is by far
the largest global importing region of iron ore and coal.  In S&P's
view, the recent notable improvement in charter rates in the fourth
quarter of 2016 (albeit following record lows seen in early 2016)
is vulnerable to uncertain demand from China, in particular.
Nevertheless, S&P's expectations of slowing global fleet expansion
in 2017 and 2018, combined with sustained low single-digit trade
growth, will likely result in an overall improvement in rates this
year.  S&P believes that this trend will continue into 2018 when
persistent vessel scrapping, deferral/cancellation of ships on
order, and limited contracting of new tonnage will likely curtail
supply pressure.

S&P furthermore believes that the containership charter rate
conditions will remain depressed in 2017, reflecting the sector's
overcapacity and weak demand for containerships from container
liners, which themselves face volatile freight rates, struggle to
remain profitable, and therefore take measures to cut the cost of
their chartered-in tonnage.  With persistently high scrapping, no
stimulus toward placing new orders (with limited contracting
activity since late 2015), and capital constraints, the balance
between supply and demand in the containership segment will likely
further tighten as S&P progresses into late-2017 and 2018.
Consequently, S&P do not anticipate any rebound in average
containership rates in 2017, but a likely gradual recovery from
2018.

In S&P's view, Navios Partners has relatively narrow scope and
diversity, with a predominant focus on the oversupplied dry-bulk
and container shipping industries and a fairly concentrated and
low-quality customer base.  S&P also believes that dry-bulk and
container shipping sectors have less favorable characteristics in
general compared with oil and gas shipping.  This is because the
credit quality of the oil and gas shipping sectors' customer base
is stronger.  That said, the dry-bulk and containership time
charters are typically fragile and S&P continues to observe more
charter defaults on dry and container contracts than in other
shipping segments.

Key credit support to Navios Partners' competitive position comes
from its time-charter profile, with average charter duration of 2.8
years as of Feb. 14, 2017.  Furthermore, Navios Partners benefits
from its competitive and predictable cost base.  As of the same
date, Navios Partners had chartered out about 73% of available days
for 2017 and about 38% for 2018 (including index-linked charters).
Normally this would add to earnings' visibility, provided the
charters honor their original commitments, but S&P notes that this
might not be the case for Navios Partners.  This is because the
weak credit standing of Navios Partners' crucial counterparties
under the long-term charter agreements, namely HMM (with which
charters will account for around 30% of Navios Partners' EBITDA in
2017 under S&P's base case) and Taiwanese container liner Yang Ming
(Yang Ming; around 20%), inevitably poses a risk of amendments to
the existing contracts and ensuing strain on Navios Partners' cash
flows.

Navios Partners' financial profile reflects the prolonged depressed
charter rate conditions and the company's relatively high, although
most recently reduced, debt, which mirrors the underlying
industry's high capital intensity and the company's track record of
large partly debt-funded expansionary investments and dividend
distributions.  Although S&P's expectation is that Navios Partners
will likely continue seeing constrained earnings over 2017-2018,
the company's reduced debt will counterbalance lower EBITDA leading
to slightly improved credit measures.

In S&P's base case, it assumes:

   -- Global economic expansion to remain muted, with GDP growth
      of 3.5% in 2017, after 3.2% in 2016.  This average GDP
      growth rate hides wide regional variations.  China, a key
      engine of shipping growth, and many European economies,
      including the eurozone economy, are slowing down;

   -- Brazil and Russia are emerging from recession, and S&P
      expects a return to positive real GDP growth in 2017-2019.
      Meanwhile, economic growth in the U.S. should rebound in
      2017 after a slowdown last year.  S&P considers general
      economic growth to be a high-priority driver for the
      shipping industry.

   -- Contracted dry-bulk and container vessels to perform in
      accordance with the committed daily rate.  Revenue
      calculations are based on 360 operating days per year.

   -- Average one-year time-charter (T/C) rate for large Capesize
      ships at $9,000 per day (/day) in 2017 and $10,000/day in
      2018 (compared with the industry average rate of around
      $7,300/day in 2016, according to Clarkson Research).  For
      Panamax and Handymax, S&P assumes T/C rates of $7,000-$7,500

      per day in 2017 and $8,000-$8,500 per day in 2018, compared
      with the industry average of $6,000-$6,500 per day in 2016,
      also according to Clarkson Research.

   -- Daily operating cost per vessel, which is contracted with
      Navios Maritime Holdings Inc. (Navios Holdings; Navios
      Partners' largest shareholder) for 2017 and 2018 as reported

      by the company.  No dividends paid in 2017 and 2018 under
      the assumption of no material recovery in charter rates
      during this forecast period.

Under S&P's base case, it arrives at these credit measures for
Navios Partners:

   -- Adjusted FFO to debt of 14%-16% in 2017 and 15%-17% in 2018,

      compared with 14%-15% in 2016.

   -- Adjusted debt to EBITDA of 4.5x-5.0x in 2017 and around 4.5x

      in 2018, down from 5.0x in 2016.

In accordance with S&P's methodology, it do not factor in reported
cash into these credit ratios because of Navios Partners' weak
business risk profile.

Navios Partners falls in scope of the methodology for "Master
Limited Partnerships And General Partnerships," published
Sept. 22, 2014, according to which Navios Partners does not
constitute a group with Navios Holdings because in S&P's opinion
the default risk of these entities is differentiated.  S&P believes
Navios Holdings exercises meaningful ongoing control and influence
over Navios Partners through its 100% control of Navios GP LLC,
Navios Partners' general partner.  S&P currently considers the
strategic and financial interests of Navios Holdings and the other
unitholders in Navios Partners to be aligned.  Third parties own a
material percentage (79.9%) of Navios Partners' units. Furthermore,
unitholders elect four of the seven members of Navios Partners'
board of directors.  S&P understands that this is the key reason
for Navios Holdings not consolidating Navios Partners in its
accounts under U.S. generally accepted accounting principles.

S&P understands that Navios Partners was in compliance with its
financial covenants as of Dec. 31, 2016, with tight headroom under
LTV ratios and significant headroom under the EBITDA interest
coverage.  S&P notes that management can proactively prevent a
potential covenant breach by repaying debt from available cash and,
in doing so, remain compliant, as it did for the 2015 tests and
2016 tests.  S&P believes that the company could continue facing
tight headroom in 2017.  Consequently, there remains a risk of a
cash drain on Navios Partners to avert potential breaches.

The negative outlook reflects S&P's view that Navios Partners might
not preserve the rating-commensurate liquidity profile.

S&P could downgrade Navios Partners if S&P believed that the
company would fail to refinance the $386 million term loan due June
2018 in a timely fashion, which S&P considers to be at least 12
months ahead of the maturity.  S&P could also lower the rating if
the vessel values drop considerably resulting in a further cash
drain on Navios Partners to remedy LTV covenant breaches or if the
company's EBITDA trends significantly below S&P's base-case
forecast (for example due to material amendments to the existing
charter agreements).

S&P could revise the outlook to stable if the company refinances
the existing term loan (for example, as currently proposed) and
achieves a more comfortable level of headroom under its LTV
covenants so that the risk of the ratio of liquidity sources to
uses falling below 1.0x is remote.

The stable outlook would also depend on the company's ability to
maintain its core credit ratios commensurate with the 'B' rating.
Specifically, such ratios would include adjusted FFO to debt of
more than 6%, which compares with an average of around 15%-16%
S&P's forecasts in 2017-2018 and implies ample headroom for
underperformance against its base case.



NEW ATRIUM: Involuntary Chapter 11 Case Summary
-----------------------------------------------
Alleged Debtor: New Atrium, LLC
                c/o Castle Pines, Inc., Reg. Agent
                501 Silverside Road, Suite 87
                Wilmington, DE 19809

Case Number: 17-04567

Type of Business: Single Asset Real Estate

Involuntary Chapter 11 Petition Date: February 16, 2017

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

Petitioners' Counsel: Keevan D. Morgan, Esq.
                      MORGAN & BLEY, LTD.
                      900 W. Jackson Blvd.
                      Chicago, IL 60607
                      Tel: 312 243-0006 Ext. 29
                      Fax: 312 243-0009
                      E-mail: kmorgan@morganandbleylimited.com

   Petitioners                  Nature of Claim  Claim Amount
   -----------                  ---------------  ------------
Hanna Architects, Inc.            Architectural     $25,675
180 W, Washington Street,           Services
Suite 600
Chicago, IL 60602

Hussain White                         Labor            $800
14519 S. Albany                     Services
Posen, IL 60469

Pamela Ross                           Debt           $2,200
9730 S. Western Avenue
Unit 203
Evergreen Park, IL 60805


NEW COVENANT: Hires Bond Law as Attorneys
-----------------------------------------
The New Covenant Painting of NWA, Inc., seeks authorization from
the U.S. Bankruptcy Court for the Western District of Arkansas to
employ Bond Law Office as attorneys.

The Debtor requires Bond Law to:

   -- become familiar with the financial affairs of the Debtor;
      and

   -- represent the Debtor's interest before the Court.

Bond Law will be paid at these hourly rates:

       Stanley Bond, Lead Attorney     $300
       Emily Henson, Associate         $200
       Paraprofessionals               $100

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

Before the commencement of the case, Bond Law received the the
Debtor a filing fee of $1,717 and retainer of $5,000.

Emily Henson, associate of Bond 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.

Bond Law can be reached at:

       Stanley V. Bond, Esq.
       Emily J. Henson, Esq.
       BOND LAW OFFICE
       P.O. Box 1893
       Fayetteville, AR 72702-1893
       Tel: (479) 444-0255
       Fax: (479) 235-2827
       E-mail: attybond@me.com
               ehenson.attybond@icloud.com

The New Covenant Painting of NWA, Inc., filed a Chapter 11
bankruptcy petition (Bankr. W.D. Ark. Case No. 17-70191) on Jan.
27, 2017, disclosing under $1 million in both assets and
liabilities.  The Debtor is represented by Emily J. Henson, Esq.



NEW GLOBAL: Provides Update on Solar Production, Add'l Markets
--------------------------------------------------------------
New Global Energy, Inc. made the following disclosures in a Form
8-K report filed with the Securities and Exchange Commission on
Feb. 10, 2017:

"Solar Power Production: The solar systems on New Global Energy's
Aqua Farming Tech farms have been performing above expectations.
For the year 2016, the system on the Company's Mecca farm produced
324,262 kWh of electricity, some 117% of its initial estimated
production level.  The system on the Company's Thermal farm
produced 397,212 kWh of electricity, some 108% of its initial
estimated production level, both providing power to the Company's
operations.

"Additional Markets: Consistent with the Company's continued effort
to add markets for its Tilapia production it has been testing a
local direct marketing initiative.  The project includes the
placement of a live fish display engineered to hold 150 pounds of
live 1/2 to 3/4 pound tilapia into small retail food markets which
serve primarily a local Hispanic demographic.

The fish size, which is preferred by the Mexican market, is 1/2 to
3/4 pound which Aqua Tech has been wholesaling at an entry price of
$2.25 per pound to the market.  The Company benefits by the sales
of smaller fish because they take less time to raise and
correspondingly less cost to raise them.  With respect to the
farm's general fish population, a certain percentage of the fish
are female, which generally grow to a smaller size - as the fish
are graded and moved from the nursery to the intermediate ponds and
ultimately to the grow out ponds, slower growing females can be
harvested for sale to this new market, leaving the faster growing
male fish to be sold to the Asian market at a higher price per
pound, when they reach the 1.5 pound range; The Company believes
that segmenting the market is efficient, that it saves on
production costs, accelerates revenue, while diversifying Aqua
Tech's customer base and improving overall product demand.

"Based on the performance of this initial display, Aqua Farming
Tech is planning to expand the program to several additional store
locations."

                  About New Global Energy

New Global Energy, Inc., is a sustainable agriculture and
aquaculture company organized as a Wyoming corporation on Jan. 24,
2012.  The Company focuses on the use of advanced technology and
farming techniques with the goal of increasing production and
decreasing costs.

As of June 30, 2016, New Global had $9.17 million in total assets,
$4.90 million in total liabilities and $4.26 million in total
stockholders' equity.

New Global reported a net loss of $15.29 million in 2015 following
a net loss of $7.22 million in 2014.

D. Brooks and Associates CPA's, P.A., in West Palm Beach, FL,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2015, citing that
the Company has incurred operating losses, has incurred negative
cash flows from operations and has a working capital deficit. These
and other factors raise substantial doubt about the Company's
ability to continue as a going concern.


NEWASURION CORP: S&P Raises ICR to 'B+'; Outlook Stable
-------------------------------------------------------
S&P Global Ratings said it raised its long-term issuer credit
rating on NEWAsurion Corp., Asurion LLC, and Lonestar Intermediate
Super Holdings LLC to 'B+' from 'B'.  The outlook is stable.  At
the same time, S&P raised its senior secured debt ratings on
Asurion LLC's senior secured facilities, consisting of a $190
million first-lien revolver, $1.21 billion first-lien term loan
B-2, $2.65 billion first-lien term loan B-4, and $1.4 billion
first-lien term loan B-5, to 'BB-' from 'B+'.  S&P also raised its
debt ratings on Asurion LLC's $2.15 billion second-lien term loan
and Lonestar Intermediate Super Holdings LLC's $550 million senior
unsecured term loan to 'B-' from 'CCC+'.  S&P's recovery ratings of
'2' on Asurion LLC's senior secured facilities and '6' on its
second-lien term loan and senior unsecured revolver remain
unchanged.

"The upgrades reflect NEWAsurion's continued earnings growth and
cash-flow generation resulting in improved credit metrics," said
S&P Global Ratings credit analyst Neal Freedman.  In addition,
NEWAsurion's 2016 recapitalization resulted in reduced
private-equity ownership of less than 40%, which S&P believes will
lead to a more-conservative financial policy and an improved and
less-volatile overall credit profile relative to peers'.

NEWAsurion continued to produce favorable operating performance in
2016, including 5x leverage (after our adjustment for surplus
cash).  S&P expects 2017 revenue to grow 3%-5%.  As a result of the
strong 2016 performance, the company improved its steady credit
metrics year over year, and S&P expects it to operate on the low
end of the 5x-6x leverage range in the next 12 months. This is
consistent with the highly leveraged financial risk profile
assessment, even if the company were to increase leverage to
finance dividends to shareholders or to further reduce its
private-equity ownership.  S&P expects the company to produce
EBITDA interest coverage between 2.4x and 2.8x in the next 12
months with EBITDA margins remaining above 20%.

S&P views NEWAsurion's business profile as satisfactory, reflecting
its favorable business mix of global products and its strong
competitive position.  The company dominates the handset protection
market and has a significant share in the extended service warranty
protection market.  Due to the long-term nature of its contracts
and high retention rates, NEWAsurion enjoys steady
revenue-generation capabilities and predictable cash flows. But its
dependence on a limited number of contract renewals and subscriber
growth could pose challenges to the sustainability of its leading
competitive position.

S&P's assessment of NEWAsurion's liquidity is adequate based on
S&P's expectation that sources will exceed uses by at least 1.2x
during the next 12 months (the minimum ratio required for a
designation of adequate).  Its liquidity is also supported by the
company's limited capital-expenditure needs (about 3% of revenue).
Sources of cash include the company's $511 million cash and cash
equivalents as of Dec. 31, 2016, funds from operations, and a
(currently undrawn) $190 million revolver.  Cash will go primarily
toward debt repayment through mandatory amortization and a
cash-flow sweep provision, and capital expenditures.  If the
company does one-time special dividends or reduces its
private-equity ownership further, S&P assumes the majority of that
will be funded by debt.

The stable outlook reflects S&P's expectation that NEWAsurion's
earnings will grow modestly in the next 12 months and the company's
leverage will stay within the 5x-6x leverage range on a sustained
basis.  For 2017, S&P expects revenue growth in the low-to-mid
single digits and an EBITDA margin of more than 20%, resulting in a
debt-to-EBITDA ratio of 5x–5.5x and EBITDA interest coverage of
2.4x-2.8x.

S&P could lower the current ratings if NEWAsurion's earnings or
debt levels were to result in a debt-to-EBITDA ratio consistently
above 6x.  This could occur if the company's earnings were to
decline as a result of negative growth or compressed margins, or if
the company were to adopt a more-aggressive financial policy.

Although unlikely, S&P could raise the credit and issue-level
ratings by one notch within the next 12 months if NEWAsurion
exhibits significant earnings growth while maintaining financial
leverage below 5x on a sustained basis.  This would likely occur
through revenue growth (low–to-mid single digits in 2017) and
stable margins (at least 20% on an EBITDA basis) and with no
additional leverage.



NGL ENERGY: Fitch Hikes Sr. Unsecured Rating to B+
--------------------------------------------------
Fitch Ratings has affirmed NGL Energy Partners, LP Long-Term Issuer
Default Rating (IDR) at 'B+' and upgraded the senior unsecured
rating to 'B+' from 'B-'. The Recovery Rating (RR) has been revised
to 'RR4' from 'RR6'. The 'RR4' reflects Fitch's expectations of
average recovery prospects in the range of 31% to 50% in the event
of default.

Fitch has also upgraded NGL Energy Finance Corp.'s senior unsecured
debt rating to 'B+'/'RR4' from 'B-'/'RR6'. NGL Energy Finance Corp.
is the co-issuer for NGL's senior unsecured notes.

In addition, Fitch has assigned a 'B+'/RR4 rating to NGL's offering
of $450 million senior unsecured notes due 2025. The notes are
being co-issued by NGL and NGL Energy Finance Corp. The bond
offering is being done in conjunction with an equity offering of
8.8 million common equity units that generated net proceeds of $193
million. The offering has a 30 day option for the underwriters to
purchase an additional 1.32 million common units. Proceeds from the
bond offering and the equity offering are to be used to repay
borrowings on the secured credit facility.

The Rating Outlook has been revised to Positive from Stable.

KEY RATING DRIVERS

The 'B+' rating is by supported by NGL's diverse assets located
throughout the U.S., an improved liquidity position and access to
capital markets (which had been restricted in the past). The rating
is also supported by the partnership's increasing fee-based cash
flows following the completion of its significant growth project,
the Grand Mesa pipeline, which went into service on Nov. 1, 2016.

The Positive Outlook reflects Fitch's expectations that NGL's
EBITDA growth in the near term is solidified following Grand Mesa's
completion, the alleviation of funding needs and capital market
access concerns with the successful completion of the OakTree
preferred convertible offering, the unsecured note offering in
October 2016, and the expected completion of the current debt and
equity offerings. Grand Mesa has long-term take-or-pay agreements
in place for over nine years, which should enhance NGL's cash flow
stability profile.

Concerns include NGL's high leverage; however, since the Grand Mesa
pipeline began operations in November 2016, Fitch forecasts a
decrease in leverage in FY18 (fiscal year ends March 31). Other
concerns include NGL's history of rapid growth, which pressured the
balance sheet. NGL's shippers for Grand Mesa still bring some
counterparty risk but Fitch believes it is not significant.

Diverse Operations: NGL's assets are diverse and comprised of
liquids (approximately 17% of EBITDA excluding corporate expenses
for the first nine months of FY17), crude oil logistics (11%),
water solutions (16%), retail propane (15%), and refined products
and renewables (41%). NGL's strategy is to focus growth spending on
crude oil logistics, NGL liquids, and refined products. It also
plans to continue expansion of retail propane.

Leverage: For the latest-12-months (LTM) ending Dec. 31, 2016,
NGL's adjusted leverage was approximately 8x, which is expected to
fall with Grand Mesa now in service. Leverage should also decrease
during the fourth quarter of FY17 as inventories fall and working
capital requirements decline. Fitch expects adjusted leverage to be
in the range of 6.8x to 7x at the end of FY17. More improvements
should follow. Fitch projects adjusted leverage to be in the range
of 5.4x to 5.8x by the end of FY18.

Distributable Cash Flow and Distribution Coverage: For the LTM
ending Dec. 31, 2016, distributable cash flow was $282 million, up
from $277 million generated during FY16. With NGL's distribution
reduction in FY17, NGL had strong distribution coverage of 1.3x for
the LTM ending Dec. 31, 2016, which is an improvement from 0.9x for
FY16. NGL targets distribution coverage of 1.3x to 1.5x for the
long term.

KEY ASSUMPTIONS

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

-- Successful senior unsecured bond and equity offering in
February 2017 and proceeds pay down the secured credit facility;

-- Adjusted EBITDA in FY18 of approximately $600 million;

-- EBITDA growth occurs in FY18 largely due to Grand Mesa, which
is assumed to generate $120 million in year one and $150 million in
year two based on management's guidance;

-- FY17 leverage at year-end is in the range of 6.8x to 7x and
improves to a range of 5.4x to 5.8x in FY18.

RATING SENSITIVITIES

Positive: Future developments that may, individually or
collectively, lead to positive rating action include:

-- Adjusted leverage at or below 5.5x on a sustained basis;
-- Fee-based arrangements accounting for greater than 60% of cash
flows.

Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:

-- Reduced liquidity;

-- Significant capital spending or acquisition activity financed
in a manner that is detrimental to the credit profile (e.g., if not
funded with a balance of debt and equity);

-- Increased adjusted leverage beyond 6.5x for a sustained period
of time;

-- Distribution coverage below 1x for a sustained period of time.

LIQUIDITY

As of Dec. 31, 2016, NGL had $29 million of cash on the balance
sheet. At the time, it also had a $2.484 billion secured bank
facility comprised of a $1.038 billion working capital facility
(which is restricted by a borrowing base) and a $1.446 billion
expansion facility. The working capital facility had borrowings of
$875.5 million and letters of credit totalling $79.6 million. The
expansion facility had drawn $638 million leaving capacity of $808
million.

On Feb. 15, 2017, NGL replaced its $2.484 billion secured credit
facility with a $1.765 billion secured facility. The new facility
extends through October 2021. The working capital facility's
capacity is $1 billion and it remains backed by a borrowing base.
The expansion facility's capacity is $765 million.

In addition to the bank agreement having borrowing base
restrictions on the working capital revolver, financial covenants
do not allow leverage (as defined by the bank agreement) to exceed
4.75x or allow interest coverage to be below 2.75x. The new bank
agreement has an additional financial covenant that does not allow
the senior secured leverage ratio to exceed 3.5x; as of Dec. 31,
2016 NGL's senior secured leverage ratio was 1.8x. NGL's bank
defined leverage was 4.5x and interest coverage was 3.9x. Fitch
expects NGL to remain covenant compliant and for covenant cushion
to increase in the near term. Debt balances in the third quarter of
NGL's fiscal year tend to be above fourth quarter balances as
inventories are reduced during the final quarter of the fiscal
year.

The bank definition of debt excludes the working capital borrowings
and letters of credit for the leverage calculation. NGL gets pro
forma EBITDA credit for acquisitions and material projects. Pro
forma EBITDA credit for material projects or acquisitions is
typical for MLP bank agreements.

NGL does not have any significant debt maturities until 2019 when
$384 million of senior unsecured notes come due.

FULL LIST OF RATING ACTIONS

Fitch has taken the following rating actions for NGL:

Senior unsecured offering of 2025 notes issued by NGL and co-issued
by NGL Energy Finance Corp. rated 'B+'/RR4.

NGL Energy Partners LP
-- Long-Term IDR affirmed at 'B+';
-- Senior unsecured debt upgraded to 'B+'/'RR4' from 'B-'/'RR6'.

NGL Energy Finance Corp.
-- Senior unsecured debt upgraded to 'B+'/'RR4' from 'B-'/'RR6'.

The Rating Outlook has been revised to Positive from Stable.


NGL ENERGY: Moody's Lowers CFR to B1 & Affirms B2 Notes Rating
--------------------------------------------------------------
Moody's Investors Service downgraded NGL Energy Partners LP's
Corporate Family Rating (CFR) to B1 from Ba3 and Probability of
Default Rating to B1-PD from Ba3-PD. At the same time, Moody's
affirmed NGLEP's B2 senior unsecured notes and assigned a B2 rating
to its proposed senior notes due 2025. Moody's also affirmed the
SGL-3 Speculative Grade Liquidity Rating. The rating outlook was
revised to stable from negative.

On February 15, 2017, NGLEP announced that it has concurrently
launched a $450 notes offering and a 8.8 million common unit
offering while extending the maturity date of its two revolving
credit facilities to 2021.

"The downgrade reflects Moody's view that NGLEP will continue to
operate with high financial leverage at least through mid-2018 in a
recovering but challenged midstream industry environment," said
Sajjad Alam, Moody's Senior Analyst. "Despite efforts to reduce
leverage since 2015 through asset sales, distribution reduction,
and preferred and common equity issuances, NGLEP's debt/EBITDA will
likely remain above 5x in 2017."

Issuer: NGL Energy Partners LP

Downgraded:

Corporate Family Rating, Downgraded to B1 from Ba3

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

Affirmed:

Senior Unsecured Regular Bond/Debenture, Affirmed B2 (LGD5)

Speculative Grade Liquidity Rating, Affirmed SGL-3

Assignments:

Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD5)

Outlook Action:

Changed to Stable from Negative

RATINGS RATIONALE

The B1 CFR reflects NGLEP's persistently high financial leverage,
significant exposure to volume, weather and basis risks, and a
track record of acquisition driven growth strategy. The rating also
reflects the generally low barriers to entry for most of its
service-oriented businesses and the challenged energy industry
landscape that will likely slow volume and margin growth through
2018. While the company has taken a number of measures to improve
its balance sheet since 2015, these actions came following
significant deterioration in financial conditions and Moody's
believes that weak industry fundamentals and competing management
priorities will slow further deleveraging of the business in the
near term. The B1 CFR is supported by NGLEP's growing scale,
diversified and somewhat vertically integrated midstream operations
across several key US oil and gas basins that reduce cash flow
volatility, as well as an increasing proportion of fee-based cash
flows from its water solutions, terminals/storage, and logistics
businesses. Since 2015 the partnership has improved its business
risk profile by focusing on organic growth opportunities and
increasing fee based revenues under medium and long term contracts,
including successfully starting the Grand Mesa pipeline in November
2016 that will add about $120 million in EBITDA in its first year
of operation.

The proposed 2025 notes will rank equally in right of payment to
NGLEP's existing senior unsecured notes and will be guaranteed by
NGLEP's existing and future restricted subsidiaries. The unsecured
notes have a subordinated claim to NGLEP's assets behind the
combined $1.765 billion secured revolving credit facilities. Given
the reduced, although still significant, size of secured debt in
NGLEP's capital structure, the notes are rated one notch -- down
from the previous two notches -- below the B1 CFR, under Moody's
Loss Given Default Methodology.

The partnership should have adequate liquidity through fiscal 2018
(ending March 31), which is captured in the SGL-3 rating. Moody's
expects roughly $100-$150 million of negative free cash flow in
fiscal 2018 based on reduced distribution payments and growth
capital spending, which could be funded with revolver borrowings or
ATM equity issuance. Following the amendment and extension of its
credit facilities, NGL has a combined $1.765 million committed
revolving facility allocated between a $1 billion working capital
facility and a $765 million acquisition facility. Following the
note and equity offerings and revolver paydowns, NGLEP will have
about $800 million of combined availability under the two credit
facilities (after accounting for $81 million of LCs). The revolvers
mature in October 2021 and both facilities have the same three
financial covenants - a maximum total leverage ratio of 4.75x, a
maximum secured leverage ratio of 3.5x and a minimum interest
coverage ratio of 2.75x. The working capital facility debt is
excluded from the leverage covenant calculations.

Moody's expects continued compliance with these covenants through
fiscal 2018. The partnership's alternate liquidity is limited given
substantially all of its assets are encumbered.

The stable outlook reflects NGLEP's improving financial leverage
through 2018. An upgrade could be considered if NGLEP can sustain
debt/EBITDA below 5x while maintaining its distribution coverage
ratio above 1.2x. A downgrade is most likely in the event leverage
remains above 6x over a sustained period.

The principal methodology used in these ratings was Global
Midstream Energy published in December 2010.

NGL Energy Partners, LP is a diversified midstream Master Limited
Partnership headquartered in Tulsa, Oklahoma.


NGL ENERGY: S&P Assigns 'BB-' Rating on New $450MM Unsec. Notes
---------------------------------------------------------------
S&P Global Ratings said that it assigned its 'BB-' issue-level
rating and '4' recovery rating to Tulsa, Okla.-based midstream
energy partnership NGL Energy Partners LP's and NGL Energy Finance
Corp.'s proposed $450 million senior unsecured notes due in 2025.
The partnership intends to use the net proceeds of the offering to
repay borrowings outstanding under the credit agreement.

The '4' recovery rating on the unsecured notes reflects S&P's
expectation of average (upper half of the 30%-50% range) recovery
in the event of a payment default.  As of Dec. 31, 2016, the
partnership had about $3.25 billion in debt outstanding.

NGL Energy Partners specializes in crude oil logistics, water
treatment and processing, natural gas liquids logistics, refined
products logistics, and retail propane.

RATINGS LIST

NGL Energy Partners LP
Corporate Credit Rating                BB-/Negative

New Rating

NGL Energy Finance Corp.
NGL Energy Partners LP
Senior Unsecured
$450 mil sr nts due 2025               BB-
  Recovery Rating                       4H


NICKLAS LLC: Lehman Loan to be Paid in Full Plus 3% Over 25 Years
-----------------------------------------------------------------
Nicklas, LLC, filed with the U.S. Bankruptcy Court for the Middle
District of Pennsylvania a third amended disclosure statement in
support of the Debtor's plan of reorganization.

Lehman Family Foundation has been granted a second priority
mortgage lien on the property located at 100 Sunset Boulevard W.,
Chambersburg, in Franklin County, Pennsylvania, to collateralize
the sum of approximately $566,000.  The amount known as the New
Lehman Loan will be then paid in full, together with interest at
the rate of 3% per annum, over a 25-year amortization.  Regular
monthly payments will start as of the Effective Date.  It is
believed that these monthly payments will be approximately $2,685
per month.  The amount of the New Lehman Loan is believed to be
approximately $566,000.

Until the time as Lehman is paid in full as to the New Lehman Loan,
Lehman will retain its lien on 100 Sunset in the same priority as
exists pre-Petition.

The Debtor intends to continue to lease 100 Sunset to the existing
lessees.  Further, the Debtor intends to find a new tenant for the
remaining portion of 100 Sunset consisting of approximately 4,500
square feet.

The Debtor has a month-to-month lease with FYM, LLC, for 201 Sunset
and 221 Sunset.  The Debtor is seeking new tenants for the space.
In the meantime, while the rent is being paid by FYM, LLC, there is
sufficient funds to fund the Plan.

New tenants for 201 Sunset and 221 Sunset must be obtained.  Under
the Plan, the owner's draws are subordinate to all plan payments.
While the Plan permits the sale of real property by the Debtor, the
Debtor has no present intentions at this time to do so.  It may
sell the real property in the future.

As reported by the Troubled Company Reporter on Jan. 6, 2017, the
Debtor filed the second amended disclosure statement explaining its
plan of reorganization, which proposed that the class 6 unsecured
creditors be paid in full over 84 months after the Effective Date,
in regular monthly or quarterly payments, as the Debtor may
determine is feasible.

The Third Amended Disclosure Statement is available at:

           http://bankrupt.com/misc/pamb15-02742-128.pdf

                      About Nicklas LLC

Nicklas LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Pa. Case No. 15-02742) on June 26, 2015.  The
Petition was signed by one of its member, Rebecca D. Nicklas.

The Debtor's counsel is Robert E. Chernicoff, Esq. at Cunningham,
Chernicoff & Warshawsky P.C. of 2320 North Second Street,
Harrisburg, PA.

At the time of filing, the Debtor had $500,000 to $1 million in
estimated assets and $500,000 to $1 million in estimated
liabilities.


NORTH PHILADELPHIA: MMP Buying Former Hospital Property for $8.1M
-----------------------------------------------------------------
North Philadelphia Health System ("NPHS") asks the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania to authorize the
sale of premises knows as 1600-50 W. Girard Avenue, Philadelphia,
Pennsylvania, to MMP Hospital Partners, LLC for $8,117,000, subject
to higher and better offers.

A hearing on the Motion is set for March 22, 2017.

The Property consists of approximately 74,655 square feet, and
comprises an entire city block.  It was utilized as a hospital and
parking lot.  It is zoned as RM-4.  Located on the Property is the
building which housed the former St. Joseph's Hospital ("SJH").
SJH is no longer operating and the building is vacant.

The Debtor believes that the value of the Property is approximately
that which the Purchaser is paying for it.  Its belief based, in
part, on (i) additional offer and/or expressions of interest
received regarding the Property; and (ii) a January appraisal of
the Debtor's real estate performed by CBIZ Valuation Group, LLC.

The Property is encumbered by a recorded mortgage ("FHA Mortgage")
in the original principal amount of $24,232,400 in favor of, now
successor trustee, the Bank of New York Mellon Trust Co., N.A
("BNYM"), the mortgage on behalf of the Federal Housing
Commissioner ("FHA").  The FHA Mortgage is intended to secure the
FHA for its mortgage insurance endorsement of certain hospital
revenue series A bonds in the original principal amount of
$25,540,000.  The bonds were issued under a trust indenture dated
Dec. 1, 1997.  The BNYM is the successor trustee under that trust
indenture dated Dec. 1, 1997 between the issuer of the bonds, the
Hospital and Higher Education Facilities Authority of Philadelphia,
and the NPHS.  An affiliate of BNYM may become affiliated with the
Buyer.  The sale of the Property will be free and clear of the FHA
Mortgage.

The HUD Regulatory Agreement Section 242- Non-Profit Hospital,
Project No. 034-57004, of Dec. 30, 1997, is a recorded covenant
("HUD Covenant") against the real and personal property of the
Debtor intended to provide the Secretary of the HUD an oversight of
the Debtor for the benefit of the FHA Mortgage insurance
endorsement.  The sale of the Property will be free and clear of
the HUD Covenant.

In addition, it is anticipated that, at the time of the closing of
the sale, the Property will be subject to a mortgage in favor of
Gemino Healthcare Finance, LLC in a face amount of $3,000,000.  The
Gemino mortgage is being issued in connection with debtor in
possession financing being requested by the Debtor.  The sale of
the Property will be free and clear of the Gemino mortgage.

In addition, there may be judgment liens on the Property running in
favor of the:

          a. Commonwealth of Pennsylvania Department of Labor and
Industries:  This claim arises out of judgments/liens associated
with the Debtor's unemployment compensation reimbursement
obligations arising largely from the closure of SJH in early 2016.
The claim is in the approximate amount of $1,554,441.

          b. City of Philadelphia School District and School
District of Philadelphia ("the City") (Proof of Claim No. 5):  This
claim arises out of a Municipal Court judgment on a L&I code
violation in the amount of $5,082.

          c. Angela Deanes (Proof of Claim No. 8):  This claim was
filed in the amount of $14,000 and arises out of a consent judgment
entered in the Philadelphia Court of Common Pleas on Oct. 5, 2016.
The Debtor believes that this judgment, by its terms, does not
attach to the Property and that the amount due is less than as set
forth in the claim.

          d. City of Philadelphia, Water Revenue Bureau (Proof of
Claim No. 14):  This claim asserts a $145,122 lien against the
Property.  On information and belief, the Debtor believes the
amount is less than as set forth in the claim.

          e. Philadelphia Hospital & Healthcare Employees District
1199C Training and Upgrading Fund:  This claim arises out of a Nov.
8, 2016 consent judgment in the amount of $276,223.

          f. Philadelphia Gas Works ("PGW") (Proof of Claim No.
24):  PGW asserts a lien in the amount of$61,240 for the period of
2015 through the Petition Date.  The Debtor believes that the
amount due PGW on account of this portion of the claim is less than
as asserted.

The sale of the Property will be free and clear of these and all
judgment liens.

In 2016, NPHS entered into an agreement of sale for the Property
with 1600-50 W. Girard CRCP, LLC, an affiliate of one of the
developers to whom it had previously sold other real estate
parcels, Christopher Rahn.  The proposed sale of the Property to
CRCP, though, was not a smooth transaction.  The parties were
unable to close the transaction on multiple occasions and have
engaged in litigation regarding the transaction.

Subsequent to the Petition Date, and in addition to Mr. Rahn, the
Debtor received 3 additional inquiries regarding purchasing the
Property.  During this period, and in addition to the proposal from
the Purchaser, the Debtor received 3 letters of intent regarding
the Property for purchase prices which ranged from $5,000,000 to
$7,500,000.  While not necessarily the most traditional form of
marketing, the Debtor has been relying largely on word of mouth
advertising for the Property.

The Debtor and the Purchaser entered into Agreement for Sale of
real Estate, dated Feb. 9, 2017.

The salient terms of the Sales Contract are:

          a. The Property: 1600-1650 Girard Avenue, Philadelphia,
Pennsylvania and any structures thereon.

          b. As Is, Where Is: Except as otherwise specifically
provided in the Sales Contract, the Purchaser agrees that NPHS will
not be responsible or liable to the Purchaser for any conditions
affecting the Property, as the Purchaser is purchasing the Property
"as is, where is," and with all faults.

          c. Purchase Price: $8,117,000

          d. Deposit: $400,000.  The Purchaser is required to pay
$100,000 in earnest money into escrow to be applied against the
purchase price and an additional $300,000 on March 15, 2017.

          e. Closing:  The closing of the sale will take place
within 14 days of the entry of the Order of the Court approving the
sale, provided that the Order includes a requisite finding that the
Purchaser purchased the Property in good faith.

          f. Brokerage Fee: None payable by NPHS.

          g. Executory Contracts: No executory contracts or
unexpired leases are being assumed or assigned in connection with
the sale.

          h. Bankruptcy Court Approval: The closing of the sale is
conditioned on the Debtor obtaining approval from the Court.

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

    http://bankrupt.com/misc/North_Philadelphia_149_Sales.pdf

The Purchaser has advised that it is in discussions with
CentreSquare Investment Management ("CSIM") regarding a possible
joint venture investment for the purpose of acquiring the Property.
CSIM operates as a subsidiary of BNYM which, as set forth, is a
member of the HUD Group.

NPHS proposes to utilize the proceeds of the sale to pay the normal
and customary costs associated with a sale including closing
adjustments as set forth in the Sales Contract and any undisputed
portions (estimated to be less than $250,000) of liens of the Water
Bureau and PGW associated with the Property which the Debtor does
not dispute.

The remainder of the proceeds of the sale will be held, in escrow,
in escrow by the Debtor and not distributed or utilized absent
further review Order of Court.  All liens will attach to the Net
Proceeds to the same extent and priority, if any, as they did to
the Property.

The Property is non-revenue producing for the Debtor.  At present,
the Debtor is incurring carrying costs between $50,000 and $100,000
per month while it awaits transfer of the Property.  Thus, a
proposed sale of the Property to the Purchaser is justified and the
best and most expeditious method to maximize the value of the
Property for the bankruptcy estate.  Accordingly, the Debtor asks
the Court to approve the proposed sale and such other relief the
Court deems just and proper.

The Purchaser:

          MMP HOSPITAL PARTNERS, LLC
          2617 W. Girard Avenue, 1st Floor
          Philadelphia, PA 19121

The Purchaser is represented by:

          Stu Goodman, Esq.
          CAPSTONE LAW
          1760 Market Street, Suite 1200
          Philadelphia, PA 19103

          About North Philadelphia Health System

North Philadelphia Health System, a Pennsylvania non-profit,
non-stock, non-member corporation, operates the Girard Medical
Center, a state-licensed 65-person private psychiatric hospital,
and the Goldman Clinic, a medically assisted treatment center,
located Philadelphia, Pennsylvania.

North Philadelphia Health System sought protection under Chapter
11
of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 16-18931) on
December 30, 2016.  The petition was signed by George Walmsley
III,
president & CEO.

The case is assigned to Judge Magdeline D. Coleman.

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

The Debtor have hired Dilworth Paxson LLP as counsel and Buzby &
Kutzler, Attorneys at Law as special counsel

The Office of the U.S. Trustee on January 23, 201, appointed four
creditors of North Philadelphia Health System to serve on the
official committee of unsecured creditors.


NORTHERN OIL: Vanguard Group Reports 5.38% 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 3,394,661 shares of common stock of Northern Oil
and Gas Inc. representing 5.38 percent of the shares outstanding.

Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The
Vanguard Group, Inc., is the beneficial owner of 53,599 shares or
.08% 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/xcmQpc

                      About Northern Oil

Northern Oil and Gas, Inc. -- http://www.NorthernOil.com/-- is an  

exploration and production company with a core area of focus in the
Williston Basin Bakken and Three Forks play in North Dakota and
Montana.
  
Northern Oil reported a net loss of $975 million in 2015 following
net income of $164 million in 2014.  As of Sept. 30, 2016, Northern
Oil had $410.4 million in total assets, $886.4 million in total
liabilities, and a total stockholders' deficit of $476.1 million.

                            *     *     *

As reported by the TCR on Sept. 1, 2016, S&P Global Ratings lowered
its corporate credit rating on U.S.-based oil and gas E&P company
Northern Oil and Gas Inc. to 'CCC' from 'CCC+'.  The outlook is
negative.  "The downgrade follows the announcement by the company
that it has retained financial advisors Tudor, Pickering, Holt &
Co. to help it review strategic alternatives," said S&P Global
Ratings credit analyst Brian Garcia.  "We believe this increases
the likelihood the company could engage in a transaction we would
view as a distressed exchange, where holders of the company's
unsecured debt could receive less than the promised value," he
added.  As reported by the TCR on March 24, 2016, Moody's Investors
Service downgraded Northern Oil and Gas, Inc's Corporate Family
Rating to Caa2 from B3, Probability of Default Rating to Caa2-PD
from B3-PD, and the ratings on its senior unsecured notes to Caa3
from Caa1.  At the same time, Moody's lowered the Speculative Grade
Liquidity (SGL) rating to SGL-4 from SGL-3.  This concludes the
ratings review commenced on Jan. 21, 2016.  The ratings outlook is
negative.

"Weak oil and natural gas prices will diminish NOG's cash flows in
2017, when it no longer benefits from commodity price hedges,"
stated James Wilkins, a Moody's vice president.  "Leverage will
increase sharply and credit metrics will deteriorate."

Northern Oil carries a 'Caa2' corporate family rating from Moody's
Investors Service.


ORTHO-CLINICAL DIAGNOSTICS: S&P Affirms 'B-' CCR, Outlook Neg.
--------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' corporate credit rating on
Ortho-Clinical Diagnostics Bermuda Co. Ltd.  S&P also has revised
its outlook to negative.

At the same time, S&P affirmed its 'B-' issue-level rating on the
company's senior secured facilities.  The recovery rating remains
'3', reflecting S&P's expectation for meaningful (50% to 70%, at
the higher end of the range) recovery in the event of default.

S&P also affirmed its 'CCC' issue-level rating on the company's
senior unsecured notes.  The recovery rating on this debt remains
'6', reflecting S&P's expectation for negligible (0% to 10%)
recovery in the event of a payment default.

"The affirmation reflects OCD's recent operating performance
improvement and our expectation that the company will continue
steadily growing its revenue and EBITDA in 2017, resulting in
leverage around 8.0x.  While we expect OCD to continue running cash
flow deficits in 2017--around $90 million--we think a combination
of the company's remaining revolver capacity and cash on hand
should be just enough to cover cash flow deficits over the next
year," said credit analyst Maryna Kandrukhin.  "Further, we project
that a combination of continued steady EBITDA growth and the
absence of separation costs will enable Ortho-Clinical to break
even on discretionary cash flow in 2018."

The negative outlook reflects S&P's view that there is a one in
three chance that Ortho-Clinical may run out of liquidity sources
over the next 12 months.  S&P's base-case scenario projects the
company will remain on the improved operating performance
trajectory with continued single-digit revenue growth and modest
EBITDA margin expansion in 2017.  However, S&P still projects
separation and restructuring costs will spill over into 2017 and,
when combined with increased capex needs, will result in around $90
million in discretionary cash flow deficit in 2017.  While S&P
expects Ortho-Clinical to fund the projected cash flow deficit with
cash on hand and the estimated $100 million in the revolver
capacity, S&P recognizes that the company has very limited room for
underperformance in 2017.  Potential moderate weakness in revenue
and EBITDA generation could significantly inhibit Ortho-Clinical's
access to revolver and, when combined with substantially increased
Capex requirements and high working capital needs, could result in
depleted liquidity sources.

"In our view, a downgrade could be possible if Ortho-Clinical fails
to sustain the recent improvement in its operating performance
resulting in lower than projected EBITDA and inhibited access to
the revolver.  At this time, we don't expect a covenant breach to
prompt a downgrade because we project the company will continue
performing in line with our base case and lenders would likely
grant an amendment should OCD need more cash.  However, if the
company fails to sustain the recent improvement in its operating
performance, we are uncertain the lenders would be willing amend
the credit agreement which could lead to a serious liquidity
constraint".

S&P could revise the outlook back to stable if Ortho-Clinical's
revenue and EBITDA continues growing in line with S&P's projections
and cash flow deficits reduce as forecasted, resulting in improved
liquidity position and giving S&P more confidence the company can
get an amendment to its credit agreement should it need more cash
to fund its business needs.

Ratings List

Ratings Affirmed; Outlook Action
                                       To                 From
Ortho-Clinical Diagnostics Bermuda Co. Ltd.
Corporate Credit Rating               B-/Neg./--     B-/Stable/--

Ratings Affirmed

Ortho-Clinical Diagnostics Inc.
Ortho-Clinical Diagnostics SA
Senior Secured                         B-
   Recovery Rating                      3H
Senior Unsecured                       CCC
  Recovery Rating                       6



OTEX RESOURCES: May Use Up to $10,000 of Cash Collateral
--------------------------------------------------------
The Hon. Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas has granted Otex Resources LLC permission to use
up to $10,000 of cash collateral for payment of utilities currently
due, post-petition charges for services provided by roustabouts and
debtor-in-possession insurance premiums.

As adequate protection, the prepetition liens of creditors in the
Debtor's cash collateral will continue as post-petition replacement
liens to the extent of the validity, priority and perfection of the
prepetition liens.

A copy of the order is available at:

         http://bankrupt.com/misc/txsb17-80033-18.pdf

                      About Otex Resources

Otex Resources LLC is a small business operating its business in
the State of Texas as a producer of crude oil from several small
wells.  

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Texas Case No. 17-80033) on Jan. 31, 2017.  The
petition was signed by Thomas E. Fereday, managing member.  The
case is assigned to Judge Marvin Isgur.

At the time of the filing, the Debtor disclosed $560,172 in assets
and $1.71 million in liabilities.

The Debtor hired Larry Vick, Esq., as legal counsel.


PALMER FARMS: Proposes to Reduce Lender's $4.3MM Secured Claim
--------------------------------------------------------------
Palmer Farms, Incorporated, on Feb. 9 filed with the U.S.
Bankruptcy Court in Arizona its latest disclosure statement, which
explains the company's Chapter 11 plan of reorganization.

Class 2 - Disputed, Secured Claims of Great Western Bank are
impaired.  This class consists of the disputed claims of Great
Western Bank in the approximate amount of $4.3 million, which the
Bank asserts is secured by a first priority lien on certain real
property owned by Marco and Elena Palmer and a lien on the personal
property of Palmer Farms and Palmer Cattle, including feed,
equipment, contracts, crops, and accounts receivable.

The Class 2 claim will be treated according to the following:

Option A

Great Western Bank's Secured Claim will be reduced to its current
interest in the collateral.  The Debtors assert Great Western Bank
is secured in the amount of $2.3 million, as agreed to by the
parties, or as determined by 11 U.S.C. Section 506.  Pursuant to
this option, the Debtors will make interest only payments at 4.5%
for months 1-24 and amortize the allowed secured claim for twenty
years with equal monthly payments of interest and principal with a
balloon payment on the seventh anniversary of the Effective Date.
The under-secured portion of any allowed claim of Great Western
Bank will be treated as provided in Class 13 - Undersecured
Claims.

Great Western Bank will retain a lien on the Debtors' real and
personal property, of the same priority and enforceability that was
held on the petition date.  Any lien that Great Western Bank holds
or retains on the crops of Palmer Farms or the feeding inventory of
Palmer Cattle will remain in place but not extend to any
post-petition crops, livestock or cattle feed for which the Bank's
cash collateral was not employed.  Any liquid funds in the
possession of the Debtors at the time of confirmation will be used
for the payment of administrative expenses and as a reserve for
payments to be made to Great Western Bank, but will remain the
collateral of Great Western Bank.

If the Bank selects Option A, then the Debtors will retain all
claims held on the petition date against the Bank. Any recovery by
the Debtors on their claims against the Bank will be an off-set
against the amounts owed.

Option B

If Great Western Bank elects to have its disputed claim treated
pursuant to 11 U.S.C. Section 1111(b), Great Western Bank's secured
claim will be allowed in the full amount claimed which is
approximately $4.3 million.  The collateral securing the claim will
be valued at $2.3 million, as reduced by the value of the Debtors'
claims against the Bank or, as agreed to by the parties, or as
determined by 11 U.S.C. Section 506.

The Secured Claim will be paid $100,000 on the Effective Date and
the anniversary of the Effective Date for fifteen years.  Each
payment will reduce the allowed 1111(b) claim of Great Western
Bank. On the fifteenth anniversary, the Debtors shall pay the
remaining balance of the 1111(b) claim.

Great Western Bank will retain a lien on the Debtors' real and
personal property, any lien that Great Western Bank retains on the
crops of Palmer Farms or the cattle of Palmer Cattle will not
attach to the post-petition crops, or receivables for the feeding
of the cattle, or livestock acquired post-petition, except to the
extent that Great Western Bank's cash collateral is used.

If the Bank selects Option B, then the Debtors will retain all
claims held on the petition date against the Bank.  Any recovery by
the Debtors on their claims against the Bank will be an off-set
against the amounts owed.

Option C

Great Western Bank will accept $877,000 plus the cash collateral
held by the Debtors at the time of confirmation after the payment
of the administrative claim of Collateral Control in full
satisfaction of its claim against the Debtors.  The Debtors will
release any claims that they hold against the Bank if Option C is
chosen by Great Western Bank and the plan is confirmed

Under the plan, holders of Class 12 general unsecured claims will
share pro-rata in funds in the amount of $10,000 contributed by
Palmer Farms and its affiliated debtors on the effective date of
the plan.  Distributions to the unsecured claims will be made from
Marco and Elena Palmer's disposable income but in an amount not
less than $20,000 per year for five years following the effective
date.  Class 12 general unsecured claims will receive the same
treatment as Class 13 claim holders, according to the latest
disclosure statement.

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

                       https://is.gd/2o9avN

                 About Palmer Farms, Incorporated

Palmer Farms, Incorporated, Palmer Cattle, LLC, Marco Duane Palmer
and Elena Pavlovna Palmer filed Chapter 11 petitions (Bankr. D.
Ariz. Case Nos. 16-10202, 16-10201, and 16-10206, respectively) on
Sept. 2, 2016.  The petition was signed by Marco D. Palmer,
manager.

Palmer Farms and Palmer Cattle are represented by Michael McGrath,
Esq., Isaac D. Rothschild, Esq., and Jeffrey J. Coe, Esq., at Mesch
Clark Rothschild. Marco D. and Elena P. Palmer are represented by
Dennis J. Clancy, Esq., at Raven, Clancy & McDonagh, P.C.

At the time of filing, the Debtors estimated assets at $500,000 to
$1 million and liabilities at $1 million to $10 million.  The case
is assigned to Judge Brenda Moody Whinery.

Marco and Elena Palmer are husband and wife and live in Thatcher,
Arizona.  Marco is a fifth generation farmer who has farmed in
Thatcher for over 40 years.  Marco Palmer is the former
vice-president of the irrigation district in Thatcher, Arizona.  In
2010, the Palmers expanded into cattle ranching.

On January 9, 2017, the Debtors filed a disclosure statement and
Chapter 11 plan of reorganization.


PARAGON OFFSHORE: Donald Smith No Longer Holds Stake
----------------------------------------------------
Donald Smith & Co., Inc. disclosed in a regulatory filing with the
Securities and Exchange Commission that it no longer holds shares
of Paragon Offshore plc common stock as of Dec. 31, 2016.

The firm may be reached at:

     Donald G.Smith, President
     Donald Smith & Co., Inc.
     152 West 57th Street
     New York, NY 10019

                     About Paragon Offshore

Paragon Offshore plc -- http://www.paragonoffshore.com/ --is  
a global provider of offshore drilling rigs.  Paragon's
operated
fleet includes 34 jackups, including two high specification heavy
duty/harsh environment jackups, and six floaters (four drillships
and two semi-submersibles).  Paragon's primary business is
contracting its rigs, related equipment and work crews to conduct
oil and gas drilling and workover operations for its exploration
and production customers on a dayrate basis around the world.
Paragon's principal executive offices are located in Houston,
Texas.  Paragon is a public limited company registered in
England
and Wales and its ordinary shares have been trading on the
over-the-counter markets under the trading symbol "PGNPF" since
Dec. 18, 2015.

Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy
Petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb.
14, 2016, after reaching a deal with lenders on a reorganization
plan that would eliminate $1.1 billion in debt.

The petitions were signed by Randall D. Stilley as authorized
representative.  Judge Christopher S. Sontchi is assigned to the
cases.

The Debtors reported total assets of $2.47 billion and total debt
of $2.96 billion as of Sept. 30, 2015.

The Debtors engaged Weil, Gotshal & Manges LLP as general counsel,
Richards, Layton & Finger, P.A. as local counsel, Lazard Freres &
Co. LLC as financial advisor, Alixpartners, LLP as restructuring
advisor, and Kurtzman Carson Consultants as claims and noticing
agent.

Andrew Vara, acting U.S. trustee for Region 3, on Jan. 27
appointed three creditors of Paragon Offshore plc to serve on
the official committee of unsecured creditors.


PEABODY ENERGY: Susquehanna et al. Report 4% Equity Stake
---------------------------------------------------------
Capital Ventures International, Susquehanna Advisors Group, Inc.,
G1 Execution Services, LLC and Susquehanna Securities disclosed in
a joint filing with the Securities and Exchange Commission that
they may be deemed to beneficially own in the aggregate 745,535
shares or roughly 4.0% of the common stock of Peabody Energy
Corporation as of Dec. 31, 2016.

Their filing says:

     (1) Susquehanna Securities and G1 Execution Services, LLC are
affiliated independent broker-dealers which, together with Capital
Ventures International and Susquehanna Advisors Group, Inc. may be
deemed a group.  

     (2) Susquehanna Advisors Group, Inc. is the investment manager
to Capital Ventures International and as such may exercise voting
and dispositive power over the shares directly owned by Capital
Ventures International.

The firms may be reached at:

     Brian Sopinsky, Assistant Secretary
     Capital Ventures International
     P.O. Box 897
     Windward 1, Regatta Office Park
     West Bay Road
     Grand Cayman, KY1-1103
     Cayman Islands

          - and -

     Brian Sopinsky, Assistant Secretary
     Susquehanna Advisors Group, Inc.
     Susquehanna Securities
     401 E. City Avenue, Suite 220
     Bala Cynwyd, PA 19004

          - and -

     Brian Sopinsky, Assistant Secretary
     G1 Execution Services, LLC
     175 W. Jackson Blvd., Suite 1700
     Chicago, IL 60604

               About Peabody Energy Corporation

Headquartered in St. Louis, Missouri, Peabody Energy Corporation
claims to be the world's largest private-sector coal
company.  As
of Dec. 31, 2014, the Company owned interests in 26 active coal
mining operations located in the United States (U.S.) and
Australia.  The Company has a majority interest in 25 of those
mining operations and a 50% equity interest in the Middlemount
Mine in Australia.  In addition to its mining operations, the
Company markets and brokers coal from other coal producers,
both as principal and agent, and trade coal and freight-related
contracts through trading and business offices in Australia,
China, Germany, India, Indonesia, Singapore, the United Kingdom
and the U.S.

Peabody posted a net loss of $1.988 billion for 2015, wider from
the net loss of $777 million in 2014 and the $513 million net loss
in 2013.

At Dec. 31, 2015, the Company had total assets of $11.02 billion
against $10.1 billion in total liabilities, and stockholders'
equity of $919 million.

On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code.  The 154 cases are pending joint
administration before the Honorable Judge Barry S. Schermer under
(Bankr. E.D. Mo. Case No. 16-42529).

As of the Petition Date, PEC has approximately $4.3 billion in
outstanding secured debt obligations and $4.5 billion in
outstanding unsecured debt obligations.

The Debtors tapped Jones Day as general counsel; Armstrong,
Teasdale LLP as local counsel; Lazard Freres & Co. LLC and
investment banker Lazard PTY Limited as investment banker; FTI
Consulting, Inc., as financial advisors; and Kurtzman Carson
Consultants, LLC, as claims, ballot and noticing agent.

The Office of the U.S. Trustee on April 29, 2016, appointed seven
creditors of Peabody Energy Corp. to serve on the official
committee of unsecured creditors.  The Committee retained
Morrison
& Foerster LLP as counsel, Spencer Fane LLP as local counsel,
Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts counsel,
Blackacre LLC as its independent expert, and Berkeley Research
Group, LLC, as financial advisor.

                        *     *     *

Judge Barry S. Schermer of the U.S. Bankruptcy Court for the
Eastern District of Missouri on Jan. 27, 2017, approved the
second amended disclosure statement explaining Peabody Energy
Corporation, et al.'s joint plan of reorganization and scheduled
the confirmation hearing for March 16, 2017, at 10:00 A.M.,
Central Time.  Objections to confirmation of the Plan must be
filed on or before March 9.


PERFORMANCE SPORTS: Settles with Q30 Sports on Sale, Licensing
--------------------------------------------------------------
Performance Sports Group Ltd. has reached a settlement with Q30
Sports, LLC to obtain Q30 Sports' consent to the assignment of a
license and related agreements to an acquisition vehicle co-owned
by affiliates of Sagard Holdings Inc. and Fairfax Financial
Holdings Limited.

The assignment of the license and related agreements satisfies a
condition to closing of the previously announced sale of
substantially all of the assets of the Company and its North
American subsidiaries to the Purchaser.

On January 25, 2017, the Q30 Sports, LLC, Q30 Sports Science, LLC,
Bruce Angus  and Thomas Hoey filed an objection to the proposed
sale of the Debtors' assets to the extent that the Debtors sought,
pursuant to section 365 of the Bankruptcy Code, to assume and
assign their licensing agreements with Q30 to the Stalking Horse
Purchaser.

On February 6, 2017, the Delaware Bankruptcy Court along with the
Canadian Court held a joint hearing to consider approval of the
sale.  That same day, the Courts entered an order approving the
sale.  Paragraph 67 of the Sale Order provides that the Q30
Objection will be resolved by subsequent Court order.

Both Courts commenced an evidentiary hearing on the Q30 Objection
on February 6, which hearing was adjourned to February 8 and then
again to February 10 at 12:00 noon (ET).

The Debtors, the Q30 Parties and the Stalking Horse Purchaser have
since resolved the Objection by their entry into the waiver and
consent agreement.  The Creditors Committee supports the Debtors'
entry into the Waiver and Consent Agreement and the resolution of
the Q30 Objection.

The terms of the Waiver and Consent Agreement provides that the Q30
Objection is withdrawn, and the Debtors are authorized to assume
and assign the License Agreement and Consulting Agreements to the
Stalking Horse Purchaser.  The Q30 Parties consent to the Debtors'
assumption and assignment of the agreements to the Stalking Horse
Purchaser.

Among other things, the Waiver Agreement provides that on the
closing date of the sale, debtor PSG Innovation Corp. as the
Licensee agrees to make an advance payment (without interest or
repayment obligation) to Q30 in the amount of which amount shall be
credited, in whole or in part, against the royalty fees payable by
the Licensee under the License Agreement.  The parties filed with
the Court a redacted copy of the Agreement and specific amounts
were not disclosed.

The License Agreement is amended such that Licensee's rights and
Q30's restrictions will automatically terminate with respect to:

     (i) Canada, if Licensee does not sell or distribute Products
in Canada on or before January 1, 2018;

    (ii) the U.K., if Licensee does not sell or distribute Products
in the U.K. within 12 months following the date that Licensee
obtains CE notification for Products as a medical device in the EU
or U.K.;

   (iii) the EU, if Licensee does not sell or distribute Products
in the EU within 12 months following the date that Licensee obtains
CE notification for Products as a medical device in the EU; and

    (iv) the U.S., if Licensee does not sell or distribute Products
in the U.S. within 12 months following the date that Licensee
obtains Regulatory Approval from the FDA.

Licensee agrees that Q30 shall be appointed the exclusive master
distributor for the sale of Products in Australia and New Zealand
under terms and conditions that the parties agree to negotiate in
good faith. If the parties fail to negotiate and finalize such an
agreement, Licensee's rights and Q30's restrictions will
automatically terminate with respect to Australia and New Zealand,
effective as of March 31, 2018.

Q30 agrees to pay the Stalking Horse Purchaser a total of (U.S.)
$550,000 in full satisfaction of (i) the invoices issued by
Licensee to Q30 before the date the Waiver Agreement and (ii) the
expenses incurred by Q30 as of January 31, 2017.  Licensee and
Purchaser shall have no obligation to make additional payments for
(i) the invoices issued by Q30 to Licensee before the date of the
Waiver Agreement nor (ii) the expenses incurred by Licensee as of
January 31, 2017.

In a press statement on Feb. 10, the Company said it continues to
anticipate that the completion of the sale will occur on or about
February 23, 2017, but not later than February 27, subject to the
receipt of applicable regulatory approvals and the satisfaction or
waiver of other customary closing conditions.

                    About Performance Sports

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

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

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

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

Ernst & Young Inc., serves as monitor to the Company in the
Canadian Proceedings.

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

Andrew R. Vara, Acting U.S. Trustee for Region 3, has appointed
three creditors of BPS US Holdings, Inc., parent of Performance
Sports, to serve on the official committee of unsecured creditors.

The Creditors' Committee retained by Blank Rome LLP as counsel,
Cassels Brock & Blackwell LLP as Canadian co-counsel, and Province
Inc. as financial advisor.

The U.S. Trustee also has appointed a official committee of equity
security holders.  The equity committee is represented by
Natalie
D. Ramsey, Esq., and Mark A. Fink, Esq., at Montgomery, McCracken,
Walker & Rhoads, LLP; and Robert J. Stark, Esq., Steven B. Levine,
Esq., James W. Stoll, Esq., and Andrew M. Carty, Esq., at Brown
Rudnick LLP.


PETROQUEST ENERGY: Oppenheimer & Co Owns 5.04% of Shares
--------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Oppenheimer & Co. Inc. reported that as of Dec. 31,
2016, it beneficially owns 1,068,025 shares of common stock of
PetroQuest Energy Inc. representing 5.04 percent of the shares
outstanding.  A copy of the regulatory filing is available for free
at
https://is.gd/o0mIBz

                      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.


PIONEER ENERGY: BNY Mellon Ceases to be 5% Shareholder
------------------------------------------------------
The Bank of New York Mellon Corporation disclosed in an amended
Schedule 13G filed with the Securities and Exchange Commission that
as of Jan. 31, 2017, it beneficially owns 1,004,148 shares of
common stock of Pioneer Energy Services Corp. representing 1.33
percent of the shares outstanding.  A full-text copy of the
regulatory filing is available for free at https://is.gd/VhM5Dr

                     About Pioneer Energy

Pioneer Energy Services Corp. provides land-based drilling services
and production services to a diverse group of independent and large
oil and gas exploration and production companies in the United
States and internationally in Colombia.  The Company also provides
two of its services (coiled tubing and wireline services) offshore
in the Gulf of Mexico.

Pioneer Energy reported a net loss of $155 million in 2015
following a net loss of $38 million in 2014.  As of Sept. 30, 2016,
Pioneer Energy had $723.0 million in total assets, $471.7 million
in total liabilities and $251.1 million in total shareholders'
equity.

                           *    *    *

As reported by the TCR on March 7, 2016, Moody's Investors Service,
on March 3, 2016, downgraded Pioneer Energy's Corporate Family
Rating (CFR) to 'Caa3' from 'B2', Probability of Default Rating
(PDR) to 'Caa3-PD' from 'B2-PD', and senior unsecured notes to 'Ca'
from 'B3'.

"The rating downgrades were driven by the material deterioration in
Pioneer Energy's credit metrics through 2015 and our expectation of
continued deterioration through 2016.  The demand outlook for
drilling and oilfield services is extremely weak, as witnessed by
the steep and continued drop in the US rig count" said Sreedhar
Kona, Moody's vice president.  "The negative outlook reflects the
deteriorating fundamentals of the services sector and the
likelihood of covenant breaches."

Pioneer Energy carries a "B+" corporate credit rating from Standard
& Poor's Ratings.


PLATINUM PARTNERS: Replacing Dechert LLP With New Counsel
---------------------------------------------------------
Carmen Germaine, writing for Bankruptcy Law360, reports that
Platinum Partners and its chairman, Mark Nordlicht, are replacing
Dechert LLP with a new counsel in a civil case over their alleged
roles in a $1 billion fraud scheme.

                About Platinum Partners Funds

Platinum Partners' Platinum Partners Value Arbitrage Fund L.P.
("Master Fund") was registered with and regulated by the Cayman
Islands Monetary Authority as a master fund.  Platinum Partners
Value Arbitrage Fund (International) Ltd. ("International Fund")
was registered with and regulated by CIMA as a mutual fund.

The International Fund offered participating shares to prospective
investors.  The International Fund's investment objective was to
achieve superior capital appreciation through its indirect
investment in the Master Fund.  The Master Fund is a multi-strategy
hedge fund.

The Master Fund and International Fund each filed a voluntary
petition under Chapter 15 of the Bankruptcy Code in the U.S.
Bankruptcy Court for the Southern District of New York.  The
Chapter 15 petitions were commenced on Oct. 18, 2016, by
Christopher Barnett Kennedy and Matthew James Wright, the duly
appointed joint provisional liquidators of Master Fund (in
Provisional Liquidation) and the duly appointed joint official
liquidators of International Fund (in Official Liquidation).

Both Funds are in liquidation pursuant to the orders of the
Financial Services Division of the Grand Court of the Cayman
Islands (cause nos. FSD 131 of 2016 (AJJ) (Master Fund) and 118 of
2016 (AJJ) (International Fund) pursuant to Sections 92 and 104 of
the Companies Law, of the Cayman Islands (2016 Revision) in
relation to the International Fund and Master Fund, respectively.

Contemporaneously with the Chapter 15 petitions, the Liquidators
filed a motion with the Bankruptcy Court seeking the Bankruptcy
Court's recognition of (i) the Cayman Liquidations as "foreign main
proceedings" and (ii) their appointment as "foreign
representatives" of the Funds.

As of June 30, 2016, the Master Fund had total assets of
$1,092,668,500.  The Master Fund's total debt as of May 31, 2016,
was $382,000,000.

Holland & Knight LLP serves as counsel in the Chapter 15 cases.


PONTIAC CITY SD: Moody's Affirms Caa1 Issuer Rating
---------------------------------------------------
Moody's Investors Service has affirmed Pontiac City School
District, MI's Caa1 issuer rating and confirmed the Caa2 General
Obligation Limited Tax (GOLT) rating, impacting $9.9 million in
debt. The GOLT confirmation concludes a review undertaken on
December 19, 2016 with the publication of the US Local Government
General Obligation Debt Methodology. The outlook remains stable.

The Caa1 issuer rating reflects ongoing threats to the district's
solvency. While cash flows have improved, the state recently
announced that it may close two of the district's schools, creating
substantial uncertainty about district enrollment and revenues. The
rating also considers a low debt burden with substantial capital
needs and weak economic profile.

The Caa2 GOLT rating is lower than the issuer rating because
ratings for securities in or approaching default incorporate
expected bondholder recovery. Given limitations on revenues
available for GOLT debt service, Moody's believes recoveries could
be lower and default probability higher for GOLT bonds than if the
district had unlimited tax debt.

Rating Outlook

The outlook is stable as Moody's ratings already incorporates the
risk of district cash flows deteriorating. A new management and
support from the State of Michigan (Aa1 stable) have driven
substantial improvements in the district's financial operations,
but negative enrollment variances could stymie the ability to
sustain the progress.

Factors that Could Lead to an Upgrade

Sustained improvement to liquidity with reduced reliance on cash
flow borrowing to finance operations

Continued reduction in the deficit fund balance position

Stabilization of enrollment trends

Factors that Could Lead to a Downgrade

Increase in likelihood of bankruptcy filing such as the appointment
of an Emergency Manager

Failure to maintain recent financial progress or failure to reach
targets set in the district's financial and operating plan

Weakening of cash flows resulting in growth in payables or missed
debt service payment

Legal Security

Debt service on the district's rated GOLT bonds is secured by the
district's pledge and authorization to pay debt service from annual
operating revenue, the collection of which is subject to
constitutional and statutory limitations.

Use of Proceeds. Not applicable

Obligor Profile

Located approximately 30 miles north of Detroit, the district
encompasses 38.8 square mile in Oakland County (Aaa stable). The
district provides K-12 education to the City of Pontiac and
portions of surrounding suburban communities including portions of
Auburn Hills and Bloomfield Township. The district currently has an
estimated 4,115 students enrolled and had a population of 77,524 as
of the 2010 Census.


PRESTIGE INDUSTRIES: Hires SSG Advisors as Investment Banker
------------------------------------------------------------
Prestige Industries LLC seeks authorization from the U.S.
Bankruptcy Court for the District of Delaware to employ SSG
Advisors, LLC, as investment banker.

The Debtor requires SSG Advisors to:

   (a) prepare an information memorandum describing the Company,
       its historical performance and prospects including existing

       contracts, marketing and sales, labor force, and management

       and anticipated financial results of the Company;

   (b) assist the Company in compiling a data room of any
       necessary and appropriate documents related to the Sale;

   (c) assist the Company in developing a list of suitable
       potential buyers who will be contacted on a discreet and
       confidential basis after approval by the Company;

   (d) coordinate the execution of confidentiality agreements for
       potential buyers wishing to review the information
       memorandum;

   (e) assist the Company in coordinating site visits for
       interested buyers and work with the management team to
       develop appropriate presentations for such visits;

   (f) solicit competitive offers from potential buyers;

   (g) advise and assist the Company in structuring the
       transaction and negotiating the transactions agreements;
       and

   (h) otherwise assist the Company, its attorneys and
       accountants, as necessary, through closing on a best
       efforts basis.

In summary, the fee structure provides for the following
compensation to SSG Advisors are:

    -- An Initial Fee.  The Agreement provides for an initial fee
       of $15,000 which was paid prepetition.

    -- Sale Fee.  Upon the consummation of a Sale Transaction, SSG

       will be entitled to a fee (the "Sale Fee"), payable in
       cash at, and as a condition of closing of such Sale, equal
       to the greater of: (a) $300,000; or (b) 3.50% of Total
       Consideration.

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

Michael S. Goodman, managing director of SSG Advisors, 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.

SSG Advisors can be reached at:

       Michael S. Goodman
       SSG ADVISORS, LLC
       Five Tower Bridge, Suite 420
       300 Barr Harbor Drive
       West Conshohocken, PA 19428
       Tel: (610) 940-5806
       E-mail: mgoodman@ssgca.com

                    About Prestige Industries

Prestige Industries LLC, based in North Bergen, New Jersey, filed a
chapter 11 petition (Bankr. D. Del. Case No. 17-10186) on Jan. 30,
2017.  The petition was signed by Jonathan Fung, CEO/CFO.  The
Debtor tapped Peter C. Hughes, Esq., at Dilworth Paxson LLP, as
counsel, and SSG Advisors, LLC as its investment banker.  The case
is assigned to Judge Kevin Gross.  The Debtor estimated assets and
debt at $10 million to $50 million at the time of the filing.


PRESTIGE INDUSTRIES: Russell R. Johnson Representing Utilities
--------------------------------------------------------------
Russell R. Johnson III, Esq., of the Law Firm of Russell R. Johnson
III, PLC, filed with the U.S. Bankruptcy Court for the District of
Delaware on Feb. 14, 2017, a verified statement pursuant to Rule
2019 of the Federal Rules of Bankruptcy Procedure regarding the
Firm's multiple representations in the Prestige Industries LLC
Chapter 11 case of utility companies that provided prepetition
utility goods/services to the Debtor, and continue to provide
postpetition utility goods/services to the Debtor.

The Utilities include:

     A. Constellation Energy Gas Choice, LLC
        Exelon Generation Company, LLC
        Attn: Mark S. Packel, Esq.
        Assistant General Counsel
        Exelon Corporation
        2301 Market Street, 22nd Floor
        Philadelphia, PA 19103

     B. Public Service Electric and Gas Company
        Attn: Suzanne Klar, Esq.
        80 Park Plaza, TSD
        Newark, NJ 07102-0570

The Utilities have unsecured claims against the Debtor arising from
prepetition utility usage.

For more information regarding the claims and interests of the
Utilities in this bankruptcy case, refer to the objection of
certain utility companies to the motion of Debtor Prestige
Industries LLC for entry of interim and final orders finding
adequate assurance of payment for future utility services and
restraining utilities from discontinuing, altering, or refusing
service.

The Firm retained to represent the foregoing Utilities in February
2017.  The circumstances and terms and conditions of employment of
the Firm by the Utilities is protected by the attorney-client
privilege and attorney work product doctrine.

The Firm can be reached at:

     Russell Ray Johnson, III, Esq.
     Member
     Russell R. Johnson, III, PLC
     2258 Wheatland Drive
     Manakin-Sabot, Virginia 23103-2168

               About Prestige Industries, LLC

Prestige Industries LLC, based in North Bergen, New Jersey, filed a
Chapter 11 petition (Bankr. D. Del. Case No. 17-10186) on Jan. 30,
2017.  The petition was signed by Jonathan Fung, CEO/CFO.  The
Debtor is represented by Peter C. Hughes, Esq., at Dilworth Paxson
LLP.  The Debtor engaged SSG Advisors, LLC as its investment
banker.  The case is assigned to Judge Kevin Gross.  The Debtor
estimated assets and debt at $10 million to $50 million at the time
of the filing.


PRIME GLOBAL: Incurs US$912K Net Loss in Fiscal 2016
----------------------------------------------------
Prime Global Capital Group Inc. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a net
loss of US$911,522 on US$1.64 million of net total revenues for the
year ended Oct. 31, 2016, compared to a net loss of US$1.59 million
on US$1.91 million of net total revenues for the year ended Oct.
31, 2015.

As of Oct. 31, 2016, Prime Global had US$45.81 million in total
assets, US$17.29 million in total liabilities and US$28.51 million
in total equity.

Centurion ZD CPA Limited, in Hong Kong, China, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Oct. 31, 2016, citing that the Company has a working
capital deficiency, accumulated deficit from recurring net losses
and significant short-term debt obligations maturing in less than
one year as of Oct. 31, 2016.  All these factors raise substantial
doubt about its ability to continue as a going concern.

As of Oct. 31, 2016, the Company had cash and cash equivalents of
$685,876, accounts receivable of $137,207 and incurred a net loss
of $911,522 for fiscal 2016.  As of Oct. 31, 2015, the Company had
cash and cash equivalents of $836,794, accounts receivable of
$112,439 and incurred a net loss of $1,593,434 for fiscal 2015.

"We expect to incur significantly greater expenses in the near
future, including the contractual obligations that we discussed
below, to begin development activities.  We also expect our general
and administrative expenses to increase as we expand our finance
and administrative staff, add infrastructure, and incur additional
costs related to being an accelerated filer, including directors'
and officers' insurance and increased professional fees," the
Company said in the report.

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

                   https://is.gd/lAnRQR

                     About Prime Global

Kuala Lumpur, Malaysia-based Prime Global Capital Group Inc
(OTCBB:PGCG), through its subsidiaries, is engaged in the operation
of a durian plantation, leasing and development of the operation of
an oil palm plantation, commercial and residential real estate
properties in Malaysia.


QUOTIENT LIMITED: Ameriprise Financial Reports 5.72% Equity Stake
-----------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Ameriprise Financial, Inc. and Columbia Management
Investment Advisers, LLC disclosed that as of Dec. 31, 2016, they
beneficially own 1,687,077 shares of common stock of Quotient
Limited representing 5.72 percent of the shares outstanding.
A full-text copy of the regulatory filing is available at:

                   https://is.gd/Vki8go

                  About Quotient Limited

Quotient is a commercial-stage diagnostics company committed to
reducing healthcare costs and improving patient care through the
provision of innovative tests within established markets.  With
an initial focus on blood grouping and serological disease
screening, Quotient is developing its proprietary MosaiQ
technology platform to offer a breadth of tests that is unmatched
by existing commercially available transfusion diagnostic
instrument platforms.  The Company's operations are based in
Edinburgh, Scotland; Eysins, Switzerland and Newtown,
Pennsylvania.

Quotient Limited reported a net loss of US$33.87 million for the
year ended March 31, 2016, a net loss of US$59.05 million for
the yera ended March 31, 2015, and a net loss of US$10.16 million
for the year ended March 31, 2014.

Ernst & Young LLP, in Belfast, United Kingdom, issued a "going
concern" qualification on the consolidated financial statements
for the year ended March 31, 2016, citing that the Company has
recurring losses from operations and planned expenditure
exceeding available funding that raise substantial doubt about
its ability to continue as a going concern.


QUOTIENT LIMITED: Paul Cowan Owns 12.73% of Ordinary Shares
-----------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, D.J. Paul E. Cowan disclosed that as of Dec. 31, 2016,
he beneficially owns 3,780,273 Ordinary Shares of Quotient Limited
representing 12.73 percent of the shares outstanding.

Deidre Cowan, Mr. Cowan's spouse, beneficially owns 3,558,509
Ordinary Shares, consisting of the 3,558,509 Ordinary Shares held
of record by QBDG.  Mrs. Cowan is the sole shareholder of Quotient
Biodiagnostics Group Limited and, in such capacity, exercises sole
voting and dispositive power over the shares held of record by
QBDG.

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

                      https://is.gd/Y237vb

                     About Quotient Limited

Quotient is a commercial-stage diagnostics company committed to
reducing healthcare costs and improving patient care through the
provision of innovative tests within established markets.  With
an initial focus on blood grouping and serological disease
screening, Quotient is developing its proprietary MosaiQ
technology platform to offer a breadth of tests that is unmatched
by existing commercially available transfusion diagnostic
instrument platforms.  The Company's operations are based in
Edinburgh, Scotland; Eysins, Switzerland and Newtown,
Pennsylvania.

Quotient Limited reported a net loss of US$33.87 million for the
year ended March 31, 2016, a net loss of US$59.05 million for
the yera ended March 31, 2015, and a net loss of US$10.16 million
for the year ended March 31, 2014.

Ernst & Young LLP, in Belfast, United Kingdom, issued a "going
concern" qualification on the consolidated financial statements
for the year ended March 31, 2016, citing that the Company has
recurring losses from operations and planned expenditure
exceeding available funding that raise substantial doubt about
its ability to continue as a going concern.


RESOLUTE ENERGY: 2017 L-T Incentive Compensation Awards Approved
----------------------------------------------------------------
The Board of Directors of Resolute Energy Corporation and its
Compensation Committee approved long-term incentive awards under
the Company's 2009 Performance Incentive Plan to the Company's
employees including the Company's named executive officers.

The awards to the NEOs consist of grants of restricted stock,
one-half of which vest by the passage of time and one-half of which
vest only upon achievement of specified thresholds of cumulative
total shareholder return as compared to a specified peer group.  A
TSR percentile is calculated based on the change in the value of
the Company's common stock between the grant date and the
applicable vesting date, including any dividends paid during the
period, as compared to the respective TSRs of a specified group of
11 peer companies.  The Time Vested Shares vest automatically in
three installments upon the one-, two- and three-year anniversaries
of the grant date.  The Performance Vested Shares vest in three
installments to the extent that the applicable TSR Percentile
ranking thresholds are met upon the one-, two- and three-year
anniversaries of the grant date.  Performance Vested Shares that
are eligible to vest on a vesting date but do not qualify for
vesting become eligible for vesting again on the next vesting date.
All Performance Vested Shares that do not vest as of the final
vesting date will be forfeited on such date.

The awards also consist of the right to earn additional shares of
common stock upon achievement of a higher TSR Percentile.  The
Outperformance Shares are earned in increasing increments based on
a TSR Percentile attained over a specified threshold.
Outperformance Shares may be earned on any vesting date to the
extent that the applicable TSR Percentile ranking thresholds are
met in three installments on the one-, two- and three-year
anniversaries of the grant date.  Outperformance Shares that are
earned at a vesting date will be issued to the recipient; however,
prior to such issuance, the recipient is not entitled to
stockholder rights with respect to Outperformance Shares.
Outperformance Shares that are eligible to be earned but remain
unearned on a vesting date become eligible to be earned again on
the next vesting date.  The right to earn any theretofore unearned
Outperformance Shares terminates immediately following the final
vesting date.

The vesting schedule for the above awards continues as long as the
recipient is employed by the Company or, in the case of Messrs.
Sutton, Piccone and Gazulis, effects a qualifying retirement.  Any
unvested shares are forfeited upon a recipient's termination of
employment with the Company, other than in the event of a
qualifying retirement.  Upon death or disability, all Time Vested
Shares and Performance Vested Shares shall vest, but any unearned
Outperformance Shares are no longer eligible to be earned. Upon a
change in control (as defined by the Plan), all Time Vested Shares
and Performance Vested Shares vest on the terms set forth in the
Plan, and any unearned Outperformance Shares will be earned to the
extent that the applicable performance thresholds are met in the
change in control transaction.  The 2017 equity awards to the Named
Executive Officers were as follows:

                                                Outperformance
                                  Restricted        Share
Named Executive Officer             Stock          Rights
-----------------------          ----------    ---------------
Nicholas J. Sutton                  18,358           9,179
Executive Chairman

Richard F. Betz                     50,879          25,439
Chief Executive Officer

James M. Piccone                    43,535          21,767
President

Theodore Gazulis                    34,422          17,211  
Executive Vice President
and Chief Financial Officer

Michael N. Stefanoudakis            32,127          16,063       
Executive Vice President
General Counsel and Secretary

The terms of the 2017 equity awards are governed in all respects by
the terms of the Plan and the applicable Equity Incentive Grant
Agreements.  

               Promotion of Michael N. Stefanoudakis

On Feb. 7, 2017, the Board also approved the promotion of Michael
N. Stefanoudakis from the position of senior vice president,
general counsel and secretary to the position of executive vice
president, general counsel and secretary.

                     Amended Employment Agreements

Finally, on Feb. 7, 2017, the Board approved amended employment
agreements for each of Messrs. Piccone, Gazulis and Stefanoudakis,
which agreements are effective Jan. 1, 2017, and are substantially
similar to the employment agreement entered into by Mr. Betz and
Mr. Sutton in January 2017.

The employment agreements for Messrs. Piccone, Gazulis and
Stefanoudakis provide for the payment of  annual base salaries,
effective Jan. 1, 2017, initially in the amounts of $415,000,
$350,000 and $350,000, respectively, and annual short-term
incentive payments (as a percent of base salary) upon the
achievement of certain targets.  Messrs. Piccone, Gazulis and
Stefanoudakis' initial target annual short-term incentive payment
percentages are 100%, 100% and 90%, respectively.  The agreements
also provide for the issuance of annual grants of equity or equity
related awards (valued as a percentage of base salary).  Messrs.
Piccone, Gazulis and Stefanoudakis’ initial target annual
long-term incentive payment percentages are 400%, 375% and 350%,
respectively.  In addition, each executive is entitled, during the
term of his employment agreement, to receive such welfare benefits
and other fringe benefits (including, but not limited to vacation,
medical, dental, life insurance, 401(k) and other employee benefits
and perquisites) as the Company may offer from time to time to
similarly situated executive level employees, subject to applicable
eligibility requirements.  The employment agreements have an
initial term commencing effective as of Jan. 1, 2017, and ending on
Dec. 31, 2017, with automatic additional one year term extensions.

A full-text copy of the Form 8-K report is available at:

                        https://is.gd/B6LFCA

                  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.


RITA RESTAURANT: Has Interim Authorization to Use Cash Collateral
-----------------------------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas authorized Rita Restaurant Corp. and its
affiliated debtors to use cash collateral on an interim basis.

The Debtors are authorized to use cash collateral for the purposes
of and in the amounts identified on the Budget and will be allowed
an expenditure variance of 10% on an aggregate basis.  The approved
Budget reflects total cash disbursements of approximately
$3,207,295 commencing with the week ending Feb. 15, 2017 through
week ending March 29, 2017.

The Prepetition Lender was granted replacement liens on all of the
Debtors' assets that constituted collateral of the Prepetition
Lender as of the Petition Date, to the extent of any diminution of
the value of its collateral interests existing as of the Petition
Date, and in the order and priority as the Prepetition Lender's
liens existed on the Petition Date.

A final hearing on the Debtor's use of cash collateral will be
conducted on Feb. 23, 2017 at 2:00 p.m.  Objections to the Debtor's
Emergency Motion will be due by Feb. 17, 2017.

A full-text copy of the Order, dated February 9, 2017, is available
at
https://is.gd/tfH2pD

                     About Rita Restaurant Corp.

Rita Restaurant Corp. and its affiliates operate full service,
casual dining restaurants, consisting of 16 Don Pablo's Mexican
Kitchen restaurants and 1 Hops Grill and Brewery restaurant,
located in 10 states in the United States.

Don Pablo's is a chain of Tex-Mex restaurants founded in Lubbock,
Texas in 1985.  The menu features Tex-Mex items, salsa, tortillas
and sauces and a range of other Mexican specialties.  At one time,
the chain had as many as 120 location throughout the United States
making it the second largest full service Mexican restaurant chain
in the United States during the late 1990s.

Hops is a casual dining restaurant that offers fresh, made from
scratch menu items in a relaxed atmosphere featuring signature
dishes that are created from high-quality, fresh ingredients,
prepared in a display style kitchen that allows the customer to
view the cooking process.

Rita Restaurant Corp., Don Pablo's Operating, LLC, and Hops
Operating, LLC sought Chapter 11 protection (Bankr. W.D. Tex. Case
Nos. 16-52272, 16-52274, and 16-52275, respectively) on Oct. 4,
2016.  The petitions were signed by Peter Donbavand,
vice-president.  The cases are assigned to Judge Ronald B. King.

The Debtors are represented by John E. Mitchell, Esq. and David W.
Parham, Esq.

At the time of the filing, Rita Restaurant and Don Pablo's
estimated assets and liabilities at $1 million to $10 million,
while Hops Operating estimated assets at $500,000 to $1 million and
liabilities at $1 million to $10 million.


ROOSEVELT UNIVERSITY: Fitch Lowers 2007/2009 Bonds Rating to BB
---------------------------------------------------------------
Fitch Ratings has downgraded the rating on $222.6 million Illinois
Finance Authority revenue bonds, series 2007 and 2009, issued on
behalf of Roosevelt University to 'BB' from 'BB+'.

The Rating Outlook is Stable.

SECURITY

The bonds are a general obligation of the university. Additional
security provisions include a cash-funded debt service reserve,
funded at maximum annual debt service (MADS), and a first lien
mortgage on the financed facilities.

KEY RATING DRIVERS

CONTINUED DEFICITS DRIVE DOWNGRADE: The downgrade to 'BB' reflects
fiscal 2016 being the university's sixth consecutive year of
negative operating margins, with another deficit projected for
fiscal 2017. The fiscal 2016 deficit was greater than fiscal 2015
even with an additional distribution from Roosevelt's endowment.
The university's balance sheet provides some, but limited, cushion
for management to implement financial and strategic changes.

ENROLLMENT DECLINES: Roosevelt's reliance on student-generated
revenues makes it highly dependent on enrollment, which has been
declining, contributing to decreased net tuition in fiscal 2016
after three consecutive years of flat net tuition. Another
enrollment decline in fall 2016 is expected to lead to another
deficit in fiscal 2017.

HIGH DEBT LEVERAGE: The university has a limited balance sheet
combined with high debt leverage. MADS burden was a very high 16.2%
of fiscal 2016 operating revenues. Balance sheet ratios remain
consistent with the rating category.

WEAK DEBT SERVICE COVERAGE: Roosevelt generated thin 1.0x MADS
coverage in fiscal 2016 (current debt service coverage was 1.2x).
However, an escalating debt service structure adds risk, as MADS
increases to $19 million in fiscal 2021, up from the current $16
million. Fitch views the university as having no new debt
capacity.

LEADERSHIP CHANGES: Roosevelt has filled (at least on an interim
basis) several key leadership positions, including enrollment
management, advancement, and financial administration.

RATING SENSITIVITIES

STRESSED ENROLLMENT: Failure of Roosevelt University to increase
overall enrollment, grow net tuition revenue, and exhibit ongoing
improvement in operating performance will result in negative rating
actions.

OPERATING DEFICITS: Inability to steadily improve GAAP operating
results in fiscal 2018 (breakeven is projected in fiscal 2019) will
further pressure Roosevelt's rating.

DEBT SERVICE COVERAGE: Failure to meet current debt service
coverage (DSC), as calculated by Fitch, would add increased rating
risk for Roosevelt. Bond documents for the university do not have
coverage or liquidity covenants.

CREDIT PROFILE

Founded in 1945, Roosevelt's main campus is located in the historic
auditorium building in downtown Chicago, IL. The Wabash building
serves as a 'vertical campus' and academic center and provides
student housing. The university also owns and operates a 27-acre
suburban campus in Schaumburg, IL, a northwest suburb of Chicago.
In December 2016, Roosevelt began receiving funds from a $25
million bequest, which will be used strictly for scholarships. The
gift will essentially provide $1.2 million in scholarships
annually.

Roosevelt students are primarily from the Chicago metro area. In
fall 2016, Roosevelt enrolled 3,815 full-time equivalent (FTE)
students, an 11% decrease from fall 2015. In fall 2016, about 65%
of enrollment was undergraduate students, and 35% was graduate
programs.

CONTINUING OPERATING DEFICITS

Roosevelt has generated negative GAAP operating margins since at
least fiscal 2011, including fiscal 2016. Another GAAP deficit is
expected in fiscal 2017. The margin in fiscal 2016 was negative
4.5% (a $5.3 million deficit), which compares to negative 3.9% in
fiscal 2015, and negative 2.8% in fiscal 2014.

The university's endowment draw policy is up to 5% of the
three-year market average. However, including a one-time,
Board-approved $3 million additional distribution, Roosevelt's
fiscal 2016 draw was 8.7%. The distribution was intended to support
fiscal 2016 operations and scholarships while management
implemented its financial plan. Management expects that the
endowment draw will not exceed 5% in fiscal 2017 and beyond.

Management projects negative fiscal 2017 results due to enrollment
declines in fall 2016. Roosevelt's financial plan shows spending
reductions of $17.5 million through fiscal 2020 (including
projected expense cuts amounting to $2.3 million by fiscal year-end
2017). Management indicates that Roosevelt has already implemented
some expense cuts, e.g. reducing professional development
allowances, revaluating insurance contracts, merging student
service offices, academic reorganizations, and evaluating the
viability of certain undergraduate and graduate programs.

The university's operations rely heavily on student generated
revenues, about 81% in fiscal 2016. Following a modest 1.5%
increase in fall 2015, average tuition increased 3.6% in fall 2016.
Management expects tuition will increase about 3% annually.
However, net tuition revenue in fiscal 2016 declined by a
significant 9.3%. Roosevelt's leadership is focused on increasing
enrollment and net student revenues, actions Fitch views as
essential to maintain the current rating.

STRESSED ENROLLMENT

Fall 2016 headcount was down 12.2% to 4,700 and full-time
equivalent (FTE) enrollment declined by 11% to 3,815. Management
reports the undergraduate declines are predominantly due to the
Illinois' budget impasse, which has delayed distribution of
Monetary Award Program (MAP) need-based funding. While this issue
applies to all Illinois public and private universities (Fitch
rates Illinois' IDR 'BBB' on Rating Watch Negative), Roosevelt was
less able than area institutions to replace such grant losses for
its students.

The university is also adjusting its enrollment management strategy
to focus more on its historical student base: adult, graduate, and
transfer populations. The university wants to maintain at least 400
first-time, freshmen matriculants annually (there were 337 in fall
2016). Fitch will continue to monitor the university's enrollment
strategy.

HIGH DEBT LEVERAGE

Available funds, defined by Fitch as cash and investments not
permanently restricted, totaled $96.8 million at Aug. 31, 2016.
This represented 78.9% of fiscal 2016 operating expenses (about
$123 million) and a narrower 40.7% of outstanding debt (about $238
million). While both liquidity metrics improved from fiscal 2015
levels, Fitch views Roosevelt's limited financial cushion,
continuing operating deficits and high debt leverage as ongoing
credit concerns.

Annual debt service increases significantly in 2021 from $16
million to about $19 million, which is very close to MADS in 2036.
The university's MADS burden in fiscal 2016 is very high at 16.2%.
Positively, Roosevelt achieved 1.0x MADS coverage in fiscal 2016
(1.2x current coverage). The university has no new debt plans;
Fitch does not consider the university to have any new debt
capacity at this time.


ROYALTY PARTNERS: P. Marshall Has $75K Unsecured Claim
------------------------------------------------------
Rodney Tow, Chapter 11 trustee for Royalty Partners LLC, on Feb. 9
filed with the U.S. Bankruptcy Court for the Southern District of
Texas a revised disclosure statement, which explains his proposed
Chapter 11 plan of reorganization for the company.

Under the latest plan, the reorganized company will make payments
to the creditor trust in accordance with the mediated settlement
agreement to be distributed pro rata to holders of allowed Class
C-1 general unsecured claims until they are paid in full.

The agreement was reached following a court-ordered mediation
conducted in June 2015 by Judge Marvin Isgur among the bankruptcy
trustee, members of the company and certain creditors, according to
the latest disclosure statement.

Peter Marshall has filed a Proof of Claim as an unsecured creditor.
Attached to that claim is an addendum claiming from $287,029 to
$847,904 based on various factors.  Bill Rhea and Peter Marshall
have agreed that Mr. Marshall will amend his proof of claim to
$75,000 and it will be an allowed, unsecured claim in Class C of
the Plan.  This claim represents the amount of attorney's fees he
has expended in a state court litigation with the Debtor.

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

                        https://is.gd/ND7wRw

                      About Royalty Partners

Headquartered in Houston, Texas, Royalty Partners, LLC, was formed
to drill for oil and gas in unconventional resource-shale plays.
It uses the royalties it generates to invest in energy projects.
It directly employs less than 50 people.  The Debtor has
significant holdings in the Eagle Ford Shale.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Tex. Case No. 15-60003) on Jan. 27, 2015, listing $845,218 in total
assets, versus $1.54 million in total liabilities.  The petition
was signed by W. Scott Thompson, Sr., manager.

On March 30, 2015, Rodney Tow was appointed the Chapter 11 trustee.
The trustee hired Cooper & Scully, PC as his bankruptcy counsel,
and William G. West, P.C., CPA as his accountant.

On August 31, 2016, the trustee filed his proposed Chapter 11 plan
of reorganization for the Debtor.


ROZEL JEWELER'S: CAN Capital to be Paid in Full at 3.75% in 5 Yrs
-----------------------------------------------------------------
Rozel Jeweler's Inc. filed with the U.S. Bankruptcy Court for the
Western District of Pennsylvania an amended disclosure statement
referring to the Debtor's plan of reorganization dated Feb. 9,
2017.

Class 1b secured claim of CAN Capital Asset Servicing, Inc., will
be paid the full amount of the secured claim of $36,585.44 at 3.75%
(Prime Interest Rate for January 2017) over a 60-month term.
The remaining retainer on hand will address counsel fees for the
time being.  The Debtor will address future counsel fees as they
come due.  If the amount is less than the amount necessary at
confirmation, direct payments will be made to the administrative
expenses.

The Amended Disclosure Statement is available at:

           http://bankrupt.com/misc/pawb16-10291-71.pdf

As reported by the Troubled Company Reporter on Jan. 30, 2017, the
Debtor filed with the Court a disclosure statement referring to the
Debtor's plan of reorganization dated Jan. 25, 2017.  After
determination of their allowed claims, Class 2 general unsecured
claims will be paid the approximate amount of 17%, pro rata, over
the life of the Plan.  All timely filed unsecured claims will
receive a total, pro rata distribution of $17,188.33 or
approximately 17% of the unsecured claims.  

                      About Rozel Jeweler's

Headquartered in Conneaut Lake, Pennsylvania, Rozel Jeweler's,
Inc., sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Pa. Case No. 16-10291) on March 31, 2016.  The Debtor
is represented by Daniel P. Foster, Esq., at Foster Law Offices.

On Jan. 25, 2017, the Debtor filed its Chapter 11 plan of
reorganization and disclosure statement.

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


SCIENTIFIC GAMES: Vanguard Group Holds 5.29% of Shares
------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, The Vanguard Group reported that as of December 31,
2016, it beneficially owns 4,637,396 shares of Class A common stock
of Scientific Games Corporation representing 5.29 percent of the
shares outstanding.  

Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The
Vanguard Group, Inc., is the beneficial owner of 99,854 shares or
.11% 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 7,100 shares
or .00% of the Common Stock outstanding of the Company as a result
of its serving as investment manager of Australian investment
offerings.

A copy of the regulatory filing is available for free at
https://is.gd/s67XvX

                           About Scientific Games

Scientific Games Corporation is a developer of technology-based
products and services and associated content for worldwide gaming
and lottery markets.  The Company's portfolio includes instant and
draw-based lottery games; electronic gaming machines and game
content; server-based lottery and gaming systems; sports betting
technology; loyalty and rewards programs; and social, mobile and
interactive content and services.  Visit
http://www.scientificgames.com/        

Scientific Games reported a net loss of $1.39 billion on $2.75
billion of total revenue for the year ended Dec. 31, 2015, compared
to a net loss of $234.3 million on $1.78 billion of total revenue
for the year ended Dec. 31, 2014.  As of Dec. 31, 2015, Scientific
had $7.73 billion in total assets, $9.22 billion in total
liabilities and a total stockholders' deficit of $1.49 billion.


                           *     *     *

The TCR reported on May 21, 2014, that Moody's Investors Service
downgraded Scientific Games Corporation's ("SGC") Corporate Family
Rating to 'B1'.  The downgrade reflects Moody's view that slower
than expected growth in SGC's Gaming and Instant Products segments
will cause Moody's adjusted leverage to exceed 6.0 times by the end
of 2014.

As reported by the TCR on Aug. 5, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating to 'B+' from 'BB-' on
Scientific Games Corp.

"The downgrade and CreditWatch placement follow Scientific Games'
announcement that it has agreed to acquire Bally Technologies for
$5.1 billion, including the refinancing of about $1.8 billion in
net debt at Bally," said Standard & Poor's credit analyst Ariel
Silverberg.


SCOTT SWIMMING: Can Use Webster's Cash Collateral Until Feb. 28
---------------------------------------------------------------
The Hon. Julie A. Manning of the U.S. Bankruptcy Court for the
District of Connecticut has entered its 25th order authorizing
Scott Swimming Pools Inc. to use Webster Bank's cash collateral
until Feb. 28, 2017.

Any objection to the continued use of cash collateral must be filed
by Feb. 24, 2017, at 5:00 p.m.

A further hearing on the continued use of Cash Collateral will be
held on Feb. 28, 2017, at 12:00 p.m.

The Debtor and Webster Bank were parties to loan and security
agreements pursuant to which, among other things, Webster Bank
provided the Debtor with a loans and credit facilities secured by
liens and security interests in substantially all of the Debtor's
assets.  As of the Petition Date, the Debtor was indebted to
Webster in the amount of $451,000.

The Debtor is authorized to collect and use the Pre-Petition
Collateral including without limitation the Cash Collateral from
the Feb. 10, 2017 court order to continue the usual and ordinary
operations of the Debtor in the ordinary course of its business by
paying those budgeted expenditures set forth on the budget, a copy
of which is available at:

           http://bankrupt.com/misc/ctb15-50094-382.pdf

The Debtor will be allowed an 8% variance per line item for
expenses and to that extent, it may transfer between line items but
in no event will the aggregate Expenditures for any Budget period
exceed the total amount of Expenditures for the Budget period set
forth on the Budget.

As adequate protection for any post-petition diminution in value of
the Pre-Petition Collateral Post-Petition Collateral and the Cash
Collateral arising out of the Debtor's use thereof and the
continuance of the automatic stay, Webster Bank is granted
post-petition claims against the Debtor's estate, which will have
priority in payment over any other indebtedness and obligations now
in existence or incurred hereafter by the Debtor and over all
administrative expenses or charges against property, subject only
to the carve-out.  

As security for the Adequate Protection Claim, the Debtor grants to
Webster Bank an enforceable and perfected replacement lien and
security interest in the post-petition assets of the Debtor's
estate equivalent in nature, priority and extent to the liens and
security interests of Webster Bank, in the Pre-Petition Collateral
and the proceeds and products thereof, subject to the Carve-Out.
The Replacement Lien will be deemed valid and perfected without the
necessity for the execution, delivery and filing or recordation of
any further documentation otherwise required under non-bankruptcy
law for the perfection of security interests and recordation of
liens, with perfection being binding upon any subsequently
appointed trustee, either in Chapter 11 or under any other Chapter
of the Bankruptcy Code, and upon all creditors of the Debtor who
have extended, or may hereafter extend, secured or unsecured credit
to the Debtor; provided, however, that Webster may, in its sole
discretion, file financing statements as it may require with
respect to the Replacement Lien.

As additional adequate protection, the Debtor will pay to Webster
Bank monthly installments of interest on the loan.

The Debtor will, and is authorized to, collect and deposit Cash
Collateral in a segregated DIP bank account, subject to the
replacement lien granted in this court order.

The Debtor has represented that it has an immediate and continuing
need for the use of the pre-petition collateral and the proceeds
thereof constituting Cash Collateral in order to continue the
operation of, and avoid immediate and irreparable harm to its
business, and to maintain and preserve going concern value.
Accordingly, without the ability to use the Pre-Petition Collateral
and the Cash Collateral, the Debtor submits that it will be unable
to pay ongoing management, payroll, raw material, insurance,
utilities and other necessary expenses related to the continued
operation of the Debtor's business, to generate cash flow, and to
maintain the value of Debtor's assets.  In that event, its
employees will be terminated.

                  About Scott Swimming Pools

Based in Woodbury, Conn., Scott Swimming Pools, Inc., constructs,
sells and services swimming pools.  The Debtor's offices and
property are located at 75 Washington Road, Woodbury, CT.  The
company filed a chapter 11 petition (Bankr. D. Conn. Case No.
15-50094) on Jan. 22, 2014.  The petition was signed by James M.
Scott, president.  The Debtor is represented by James M. Nugent,
Esq., at Harlow, Adams, and Friedman, P.C.  The case is assigned to
Judge Alan H.W. Shiff.  The Debtor disclosed that it had no assets
and owed creditors $3.79 million.


SEANERGY MARITIME: CVI Investments Ceases to be 5% Shareholder
--------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, CVI Investments, Inc. and Heights Capital Management,
Inc. disclosed that as of Dec. 31, 2016, they beneficially own
1,183,000 common shares of Seanergy Maritime Holdings Corp.
representing 3.4 percent of the shares outstanding.

The Company's Prospectus dated Dec. 8, 2016, Registration No.
333-214322), filed on Dec. 12, 2016, together with the report of
foreign private issues on Form 6-K filed on Dec. 21, 2016,
indicates there were 33,299,410 Shares outstanding following the
completion of the offering of the Shares referred to in the
Prospectus and following the sale of additional Shares.

Heights Capital Management, Inc., which serves as the investment
manager to CVI Investments, Inc., may be deemed to be the
beneficial owner of all Shares owned by CVI Investments, Inc.  

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

                       https://is.gd/JQMCyQ

                          About Seanergy

Athens, Greece-based Seanergy Maritime Holdings Corp. is an
international company providing worldwide seaborne transportation
of dry bulk commodities.  The Company owns and operates a fleet
of seven dry bulk vessels that consists of three Handysize, two
Supramax and two Panamax vessels.  Its fleet carries a variety of
dry bulk commodities, including coal, iron ore, and grains, as
well as bauxite, phosphate, fertilizer and steel products.

For the year ended Dec. 31, 2015, the Company reported a net loss
of US$8.95 million on US$11.2 million of net vessel revenue
compared to net income of US$80.3 million on US$2.01 million of
net vessel revenue for the year ended Dec. 31, 2014.

As of Sept. 30, 2016, Seanergy had US$203.60 million in total
assets, US$184.45 million in total liabilities and US$19.15
million in stockholders' equity.

Ernst & Young (Hellas) Certified Auditors-Accountants S.A., in
Athens, Greece, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2015, citing that the Company reports a working capital deficit
and estimates that it may not be able to generate sufficient cash
flow to meet its obligations and sustain its continuing operations
for a reasonable period of time, that in turn raise substantial
doubt about the Company's ability to continue as a going concern.


SEARS HOLDINGS: To Cut $1-Bil. in Expenses, Combine Brands
----------------------------------------------------------
Suzanne Kapner and Imani Moise, writing for The Wall Street Journal
Pro Bankruptcy, reported that Sears Holdings Corp. vowed to cut $1
billion in costs and pare its debts by at least $1.5 billion this
year, as its chief executive moved to reassure investors that he
had a plan to turn the company around.

The report related that as part of the restructuring, Sears said it
would combine the corporate functions of its Sears and Kmart
brands. The company has been selling assets and closing stores to
stem losses, but, in a sign of its struggles, Sears reported
another quarter of slumping sales and is set to post its seventh
consecutive annual loss.

"We believe the actions outlined will reduce our overall cash
funding requirements and ensure that Sears Holdings becomes a more
agile and competitive retailer with a clear path toward
profitability," Edward Lampert, the hedge-fund manager who is the
company's CEO and largest shareholder, the report further related.

To consumers, the Sears and Kmart brands will remain distinct but
behind the scenes, functions such as purchasing, merchandising and
product sourcing will be combined, according to a person familiar
with the situation, the report said.

Sears employees were told of the changes, but the company, which
employed 178,000 full- and part-time workers as of January 2016,
hasn't yet determined how many jobs will be eliminated, the report
added.

                          About Sears

Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused  


on seamlessly connecting the digital and physical shopping
experiences to serve members.  Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.

The Company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000 full-
line and specialty retail stores in the United States and Canada.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts.  Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.

Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues.  Kmart completed its
merger with Sears on March 24, 2005.

Sears Holdings reported a net loss of $1.12 billion on $25.14
billion of revenues for the year ended Jan. 30, 2016, compared to
a
net loss of $1.81 billion on $31.19 billion of revenues for the
year ended Jan. 31, 2015.

As of July 30, 2016, Holdings had $10.61 billion in total assets,
$13.30 billion in total liabilities and a total deficit of $2.69
billion.

                          *     *     *

In March 2016, Fitch Ratings said it will retain Sears' long term
issuer default rating at 'CC'.

The TCR reported on Dec. 19, 2016, that S&P Global Ratings
affirmed
its ratings, including the 'CCC+' corporate credit rating, on
Sears
Holdings Corp.  "We revised our assessment of Sears' liquidity to
less than adequate from adequate based on the impact of continued
and meaningful cash use and constraints on contractually committed
liquidity from cash use and incremental secured funded
borrowings,"
said credit analyst Robert Schulz.  "We do not incorporate any
significant prospective asset sales or execution of strategic
alternatives for legacy hardline brands into our assessment of
committed liquidity."

As reported by the TCR on Jan. 24, 2017, Moody's Investors Service
downgraded Sears Holdings Corporate Family Rating to Caa2 from
Caa1.  Sears' Caa2 rating reflects the company's sizable operating
losses - Domestic Adjusted EBITDA (as defined by Sears) was a loss
of $884 million in the latest 12 month period.


SEVEN HILLS: Wants To Obtain DIP Financing From Bank of James
-------------------------------------------------------------
Seven Hills Construction, LLC, seeks permission from the U.S.
Bankruptcy Court for the Western District of Virginia to obtain
post-petition date funding from Bank of the James and to use cash
collateral.

The Debtor wants interim authorization to enter into a
superpriority debtor-in-possession funding agreement, for
post-petition date funding up to an aggregate principal amount not
to exceed $250,000 to (i) fund the operational and working capital
needs of the Debtor as identified in the budget, (ii) pay the fees,
costs and expenses incurred by the Debtor in connection with this
case; and (iii) pay all reasonable fees, costs, and expenses
incurred by the DIP Lender; (b) authorizing the Debtor's use of
Cash Collateral, and all other collateral; (c) granting senior
liens and superpriority administrative expense claims; and (d)
authorizing the Debtor, subject to and effective upon entry of the
final court order granting the foregoing relief, to waive any right
to surcharge against collateral.  The Debtor also requests that the
Court schedule a hearing to consider approval of the DIP Funding
arrangement and authorize the relief granted in the interim court
order on a final basis.

The DIP Funding is a maximum of $250,000 superpriority facility
under the DIP Lender's Loan Documents.  The DIP Funding will
terminate on the earliest of: (i) one year from the approval of the
DIP Funding; or (ii) the occurrence of an Event of Default.
Interest rate is Prime Rate is plus 1% with a floor of 5%.

The material terms of the DIP Funding is available at:

           http://bankrupt.com/misc/vawb17-60251-24.pdf

The Bank is the only entity believed to have a perfected interest
in the cash collateral and has consented to its use in accordance
with the terms set forth herein and upon approval of the DIP
Funding arrangement.  

The Debtor seeks immediate access to its proposed post-Feb. 8, 2017
funding in order to ensure its continued operation.  The Debtor
intends to preserve its business and continue to explore various
strategic alternatives through the use of post-Petition Date
superpriority funding not to exceed $250,000 in accordance with the
terms of the Loan Commitment Letter between Debtor and the Bank of
the James.  The DIP Funding will provide the Debtor the necessary
liquidity to fund its operations and preserve, protect and maximize
the value of its assets during the course of this case.  The DIP
Funding is essential to stabilize the operations of the Debtor's
business and the Debtor's efforts to consummate a value-maximizing
restructuring transaction.

In recent months, as operating losses mounted, owner Thomas J.
Hockycko injected substantial funds into the Debtor.  Mr. Hockycko
continues to own all of the membership interest in the Debtor.  The
Debtor's assets consist chiefly of equipment and accounts
receivable.  If liquidated immediately, the total proceeds probably
would not exceed $200,000.  In addition to Bank debt, the
Debtor has unliquidated and disputed claims by two surety companies
of approximately $2.8 million and trade debt of approximately $1.4
million.

With the funds from the DIP Funding, the Debtor will have
sufficient time and breathing room to bid on new projects.  Absent
access to the DIP Funding, the Debtor will not have adequate cash
on hand to maintain operations (even at a minimal level), resulting
in immediate liquidation, severe employee dissipation and crippling
losses for vendors.  The Debtor says that obtaining the DIP Funding
on the terms proposed is well within the sound discretion of the
Debtor as it will allow the Debtor to stabilize its operations and
preserve and maximize the value of its estate for the benefit of
all parties-in-interest.

The Debtor assures the Court that its decision to enter into the
DIP Funding was made after exploring other available strategic
alternatives.  After evaluating its options and assessing the state
of the financing markets, the Debtor has determined that the DIP
Funding as set forth in the Loan Commitment Letter with the Bank
represents the most reasonable and viable option for obtaining the
additional liquidity necessary to sustain the Debtor's operations
as its pursues restructuring transaction in Chapter 11 for the
benefit of its creditors.

                       About Seven Hills

Headquartered in Lynchburg, Virginia, Seven Hills Construction, LLC
dba Seven Hills Construction, LLC of NC filed for Chapter 11
bankruptcy protection (Bankr. W.D. Va. Case No. 17-60251) on Feb.
8, 2017, estimating its assets at up to $50,000 and its liabilities
at between $1 million and $10 million.  The petition was signed by
Thomas J. Hockycko, sole member.

Judge Rebecca B. Connelly presides over the case.

Hannah White Hutman, Esq., at Hoover Pendrod, PLC, serves as the
Debtor's bankruptcy counsel.


SHOBRA LLC: Seeks to Hire Robert Davis as Legal Counsel
-------------------------------------------------------
Shobra, LLC seeks approval from the U.S. Bankruptcy Court for the
District of New Jersey to hire legal counsel in connection with its
Chapter 11 case.

The Debtor proposes to hire Robert Davis, Esq., at Davis Law Center
LLC to give legal advice regarding its duties under the Bankruptcy
Code, negotiate with creditors, assist in the preparation of a
bankruptcy plan, and provide other legal services.

Mr. Davis will charge an hourly rate of $300 for his services.

In a court filing, Mr. Davis disclosed that he does not hold or
represent any interest adverse to the Debtor's bankruptcy estate,
and that he is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code.

Mr. Davis maintains an office at:

     Robert B. Davis, Esq.
     Davis Law Center LLC
     551 Summit Avenue
     Jersey City, NJ 07306
     Tel: (973) 315-7566
     Fax: (973) 850-3064
     Email: Rob@davislawcenterllc.com

                        About Shobra LLC

Shobra, LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.N.J. Case No. 17-11729) on January 30, 2017.  The
petition was signed by Mohmoud Mohmoud, owner.  The case is
assigned to Judge Jerrold N. Poslusny Jr.

At the time of the filing, the Debtor disclosed $2.65 million in
assets and $3.49 million in liabilities.


SIGNAL GENETICS: Stockholders OK Merger with Miragen Therapeutics
-----------------------------------------------------------------
Signal Genetics, Inc., announced that, based upon the final vote
count certified by the independent inspector of elections for the
special meeting of stockholders held Feb. 10, 2017, its
stockholders approved all of the merger-related proposals,
including:

  (i) the issuance of common stock pursuant to the Agreement and
      Plan of Merger and Reorganization, dated as of Oct. 31,
      2016, by and among Signal, Signal Merger Sub, Inc. and
      Miragen Therapeutics, Inc. (Miragen);

(ii) the change in control of Signal resulting from the merger;

(iii) the conversion of the unsecured demand promissory note
      issued by Signal to Bennett LeBow into shares of common
      stock;

(iv) the adoption of the Signal 2016 Equity Incentive Plan;

  (v) the adoption of the Signal 2016 Employee Stock Purchase
      Plan;

(vi) an amendment to the certificate of incorporation of the
      Company changing the Company's corporate name to "Miragen
      Therapeutics, Inc."

(vii) a reverse stock split within a range of every one to 15
      shares (or any number in between) of outstanding Signal
      common stock to be combined and reclassified into one new
      share;

(viii)increasing the number of authorized shares of Signal common
      stock from 50,000,000 shares to 100,000,000 shares;

(ix) the sale of all of Signal's intellectual property assets
      related to its MyPRS test to Quest Diagnostics Investments
      LLC; and

  (x) eliminating the ability of Signal's stockholders to act by
      written consent.

The closing of the merger and the other approved actions are
expected to occur on Feb. 13, 2017.  The consolidated common shares
for the combined company are expected to commence trading on The
NASDAQ Capital Market under the symbol "MGEN" on Feb. 14, 2017.

"We are very pleased with the affirmative vote at today's special
meeting of stockholders concerning our merger with Miragen and we
now look forward to closing this transaction," stated Samuel
Riccitelli, Signal's president and chief executive officer.

Immediately prior to the closing of the merger, Miragen is expected
to receive gross proceeds of $40.7 million in investment from a
combination of certain current and new investors in Miragen.  Upon
the closing, each holder of Miragen common stock will receive
approximately 0.7031 shares of Signal common stock, and upon the
closing of the merger, the combined company will have approximately
21.3 million shares outstanding.  The Miragen financing proceeds,
together with (i) approximately $20.0 million in available,
pre-merger cash on Miragen's balance sheet and (ii) approximately
$0.95 million to be received from the sale of the MyPRS assets, is
expect to result in approximately $61.65 million in cash available
for the combined businesses, before the payment of transaction and
other fees.

                     About Signal Genetics

Signal Genetics, Inc., is a commercial stage, molecular genetic
diagnostic company.  The Company is focused on providing diagnostic
services that help physicians to make decisions concerning the care
of cancer patients.  The Company's diagnostic service is the
Myeloma Prognostic Risk Signature (MyPRS) test.  The MyPRS test is
a microarray-based gene expression profile (GEP), assay that
measures the expression level of specific genes and groups of genes
that are designed to predict an individual's long-term clinical
outcome/prognosis, giving a basis for personalized treatment
options.

The Company reported a net loss attributable to stockholders of
$11.32 million for the year ended Dec. 31, 2015, compared to a net
loss attributable to stockholders of $6.64 million for the year
ended Dec. 31, 2014.

As of Sept. 30, 2015, the Company had $7.54 million in total
assets, $2.85 million in total liabilities and $4.68 million in
total stockholders' equity.

"Due to current market conditions, the Company's current liquidity
position and its depressed stock price, the Company believes it may
be difficult to obtain additional equity or debt financing on
acceptable terms, if at all, thus raising substantial doubt about
the Company's ability to continue as a going concern.  If it is
unable to raise additional capital or successfully complete a
strategic partnership, alliance, collaboration or other similar
transaction, the Company will need to delay or reduce expenses or
limit or curtail operations, any of which would have a material
adverse effect on its business.  Further, if the Company is unable
to raise additional capital or successfully complete a strategic
partnership, alliance, collaboration or other similar transaction
on a timely basis and on terms that are acceptable, the Company
would also be required to sell or license its assets, sell the
Company or otherwise liquidate all or a portion of its assets
and/or cease its operations altogether," the Company stated in its
quarterly report for the period ended Sept. 30, 2016.


SKYLINE CORP: Tontine Asset Holds 9.7% Equity Stake as of Dec. 31
-----------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Tontine Asset Associates, LLC and Jeffrey L. Gendell
disclosed that as of Dec. 31, 2016, they beneficially own 816,250
shares of common stock of Skyline Corporation representing 9.73
percent of the shares outstanding.  A full-text copy of the
regulatory filing is available for free at https://is.gd/uvvm0P

                        About Skyline Corp
  
Skyline Corporation was originally incorporated in Indiana in 1959,
as successor to a business founded in 1951.  Skyline Corporation
and its consolidated subsidiaries designs, produces and markets
manufactured housing, modular housing and park models to
independent dealers and manufactured housing communities located
throughout the United States and Canada.  Manufactured housing is
built to standards established by the U.S. Department of Housing
and Urban Development, modular homes are built according to state,
provincial or local building codes, and park models are built
according to specifications established by the American National
Standards Institute.

For the fiscal year ended May 31, 2015, the Company reported a net
loss of $10.41 million compared to a net loss of $11.9 million for
the year ended May 31, 2014.

As of Nov. 30, 2016, Skyline had $57.72 million in total assets,
$32.38 million in total liabilities and $25.34 million in total
shareholders' equity.

Crowe Horwath LLP, in Fort Wayne, Indiana, issued a "going concern"
qualification on the consolidated financial statements for the year
ended May 31, 2015, citing that the Company has incurred recurring
operating losses and negative cash flows from operating activities.
The Company has a line of credit in place, however prospective
debt covenant violations may limit the Company's ability to access
these funds which would impact its liquidity.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern.


SORENSON COMMUNICATIONS: S&P Raises Rating on $550MM Loan to 'B+'
-----------------------------------------------------------------
S&P Global Ratings raised its issue-level rating on Sorenson
Communications LLC's (OpCo's) $550 million senior secured term loan
due 2020 to 'B+' from 'B-' and revised the recovery rating to '1'
from '3'.  The '1' recovery rating indicates S&P's expectation for
very high (90%-100%) recovery of principal in the event of a
payment default.

The upgrade follows OpCo, its parent, and various related entities'
agreement with relevant debt lenders to make CaptionCall LLC, which
was previously a direct subsidiary of parent Sorenson Holdings LLC,
a subsidiary of OpCo.  As a result of this agreement, CaptionCall
became a guarantor of OpCo's secured debt and its assets became
collateral for the company's first-lien term loan and second-lien
senior secured notes (unrated).

S&P's estimated $530 million gross emergence valuation in a
hypothetical default scenario for OpCo reflects the application of
a 5x EBITDA multiple to an estimated EBITDA at emergence of
$106 million.  The term loan benefits from a first-lien claim on
the collateral, which S&P believes provides very high (90%-100%)
recovery on the $546 million term loan claims, including six months
of prepetition interest in S&P's default scenario.

S&P's 'B-' corporate credit rating and stable rating outlook on the
company are not affected by these corporate structure changes.

RATINGS LIST

Sorenson Communications LLC
Corporate Credit Rating         B-/Stable/--

Upgraded; Recovery Rating Revised
                                       To       From
Sorenson Communications LLC
Senior Secured
  $550 million term loan due 2020      B+       B-
   Recovery Rating                     1        3H


SOUTHWEST CUTTERS: Wants to Use Team Growth's Cash Collateral
-------------------------------------------------------------
Southwest Cutters, LLC, seeks permission from the U.S. Bankruptcy
Court for the Western District of Texas to use Team Growth, LLC's
cash collateral through December 2017.

As interim adequate protection for use of Team Growth's cash
collateral, the Debtor proposes to:

     a. make adequate protection payments of $5,633 on the
        first of each month to Team Growth;

     b. have the Court award a replacement lien to Team Growth in
        the amount of the cash collateral's petition-date value,
        estimated to be $338,000;

     c. maintain the cash collateral at a value no less than the
        cash collateral's petition-date value;

     d. use the cash collateral only in the ordinary course of
        business and according to the proposed budget;

     e. make available to Team Growth on-line its Monthly
        Operating Reports, on their due dates in this case; and

     f. maintain insurance against loss and damage of the
        inventory and work-in-process and finished goods, with the

        policy showing Team Growth as a loss co-payee.

The Debtor also owes the Internal Revenue Service several hundred
thousand dollars in the Form 941 taxes.  IRS, however, has not yet
filed a lien.  

The Cash Collateral motion is available at:

            http://bankrupt.com/misc/txwb17-30238-6.pdf

Secured lines of record against the Debtor that affect cash
collateral include:

     1. a "blanket" security agreement and financing statement in
        favor of its major contractual lender, Team Growth which
        is owed approximately $1.2 million.  The cash collateral
        on-hand, in all its forms, is valued by the Debtor at
        $338,000.  Team Growth paid off all of the remaining
        earlier lenders on cash collateral on April 4, 2016;

     2. CHTD Company, in a representation capacity for Ascentium
        Capital Corporation, which financed equipment purchases
        for the Debtor.  Ascentium expanded its UCC-1 in October
        2016 to include cash equivalents mentioned in the security

        agreement.  There is not enough cash collateral to service

        Ascentium, which has other collateral in the form of
        machinery and equipment; and

     3. Corporation Service Company in a representative capacity.

        UCC-1 does not identify the secured party except through a

        P.O. Box that matches Acentium's.  There is not enough
        cash collateral to secure them.

Southwest Cutters, LLC, is a Texas limited liability company that
operates a cut-make-and-trim business, manufacturing garments.  It
acquires an inventory of fabric, trim, and accessories in the
course of its operations.  It converts the inventory
into-work-in-process and finished goods, and finished goods once
shipped become accounts receivable and proceeds of accounts
receivable.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. W.D.
Tex. Case No. 17-3028) on Feb. 13, 2017.

Judge Christopher Mott presides over the case.


SPANISH BROADCASTING: S&P Lowers CCR to 'CCC-' on Debt Maturity
---------------------------------------------------------------
S&P Global Ratings said that it lowered its corporate credit rating
on U.S. Spanish-language broadcaster Spanish Broadcasting System
Inc. (SBS) to 'CCC-' from 'CCC'.  The rating outlook is negative.

At the same time, S&P lowered its issue-level ratings on the
company's 12.5% senior secured notes due April 2017 to 'CCC-' from
'CCC'.  The '3' recovery rating remains unchanged, indicating S&P's
expectation for meaningful recovery (50%-70%; upper half of the
range) of principal in the event of a payment default.

"The downgrade reflects our view that it's unlikely that SBS was
able to raise enough proceeds from the recent spectrum auction to
repay its 12.5% notes due April 2017," said S&P Global Ratings'
credit analyst Scott Zari.  "As a result, we believe SBS faces
near-term default risk due to its high leverage and inability to
incur new debt." If the company is unable to amend this debt
incurrence restriction and refinance the 12.5% notes, we believe it
will face a payment default in April 2017 when the notes are due.

"The negative rating outlook reflects the potential for a default
if SBS is unable to successfully change the preferred stock terms
to allow for additional debt incurrence and refinance its senior
secured notes maturing in April 2017," said Mr. Zari.

S&P could downgrade the company if it becomes apparent that a
payment default is imminent.  This is likely if the company doesn't
come to an agreement with its preferred stockholders to incur
additional debt to refinance the 2017 notes.  S&P views this as
unlikely, given the company's very high leverage.

S&P could revise the outlook to stable or upgrade SBS if the
company is able to refinance its April 2017 notes and eliminate the
likelihood of default over the next six months.



SPANISH BROADCASTING: Third Avenue Reports 15.35% Stake
-------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Third Avenue Management LLC, reported that as of Dec.
31, 2016, it beneficially owns 639,603 shares of common stock of
Spanish Broadcasting System, Inc., representing 15.35 percent of
the shares outstanding.  

Third Avenue Focused Credit Fund, an investment company registered
under the Investment Company Act of 1940, has the right to receive
dividends from, and the proceeds from the sale of 639,603 of the
shares reported by Third Avenue Management.

A copy of the regulatory filing is available for free at
https://is.gd/ffG05L

                      About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. (OTCQX:SBSAA) -- http://www.spanishbroadcasting.com/
-- owns and operates 21 radio stations targeting the Hispanic
audience.  The Company also owns and operates Mega TV, a television
operation with over-the-air, cable and satellite distribution and
affiliates throughout the U.S. and Puerto Rico.  Its revenue for
the twelve months ended Sept. 30, 2010, was approximately $140
million.

As of Sept. 30, 2016, Spanish Broadcasting had $451.7 million in
total assets, $569.4 million in total liabilities and a total
stockholders' deficit of $117.7 million.

                            *     *     *

As reported by the TCR on Feb. 1, 2016, Moody's Investors Service
downgraded Spanish Broadcasting System's Corporate Family Rating to
'Caa2' from 'Caa1', Probability of Default Rating to 'Caa3-PD' from
'Caa1-PD', and lowered its Speculative Grade Liquidity Rating to
SGL-4 from SGL-3.  Spanish Broadcasting's 'Caa2' Corporate Family
Rating and Caa3-PD Probability of Default Rating reflect very high
debt+preferred stock-to-EBITDA of 10.4x estimated for LTM December
2015 (including Moody's standard adjustments, 6.9x excluding
preferred stock and accrued dividends), the need to address the
Voting Rights Triggering Event, and the heightened potential of a
payment default given the near term maturity of the 12.5% senior
secured notes due April 2017.

As reported by the TCR on June 21, 2016, S&P Global Ratings said it
lowered its corporate credit rating on Spanish Broadcasting System
to 'CCC' from 'CCC+'.


SQUARETWO FINANCIAL: Moody's Withdraws Caa2 Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of SquareTwo
Financial Corporation including its Caa2 Corporate Family Rating,
Caa1 Senior Secured First Lien Term Loan and Revolving Credit
Facility, Caa3 Senior Secured Term Loan and Ca Senior Secured
Second Lien Notes. All ratings were on review for downgrade.

Issuer: SquareTwo Financial Corporation

Withdrawals:

-- Corporate Family Rating, previously rated Caa2, rating under
review

-- Senior Secured First Lien Bank Credit Facility Rating,
previously rated Caa1, rating under review

-- Senior Secured Bank Credit Facility Rating,, previously rated
Caa3, rating under review

-- Senior Secured Regular Bond/Debenture, previously rated Ca,
rating under review

Outlook Actions:

-- Outlook, Changed To Rating Withdrawn From Rating Under Review

RATINGS RATIONALE

Moody's has withdrawn the ratings because it believes it has
insufficient or otherwise inadequate information to support the
maintenance of the ratings.

SquareTwo is a purchaser of charged off debt receivables which is
headquartered in Denver, CO.


STATE DRIVE-IN: Sovereign Bank's Secured Claim Increased to $36K
----------------------------------------------------------------
State Drive-In Cleaners, Inc., on Feb. 9 filed with the U.S.
Bankruptcy Court in Connecticut its latest disclosure statement,
which explains the company's Chapter 11 plan of reorganization.

According to the latest disclosure statement, the company increased
the secured portion of Sovereign Bank's claim to $36,530 from
$32,530, and proposed to pay the claim in full.  

Sovereign Bank will receive a monthly payment of $537.21 for 68
months.  Payments will start 30 days after the effective date of
the plan or May 1, 2017, whichever date is later.

The total amount of administrative claims was also increased to
$8,283 from $7,500.  Administrative claims will be paid on the
effective date of the plan or when allowed, whichever is later,
according to the latest disclosure statement.  

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

                     https://is.gd/Nx7YQs

                 About State Drive-In Cleaners

State Drive-In Cleaners, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Conn. Case No. 16-50502) on April 12, 2016.

Thomas V. Battaglia Jr., Esq., at the Law Office of Thomas V.
Battaglia, Jr., serves as the Debtor's bankruptcy counsel.


STEINY AND COMPANY: Taps Barron & Associates as Special Counsel
---------------------------------------------------------------
Steiny and Company, Inc. seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire Barron &
Associates as special counsel.

Barron & Associates will advise the Debtor concerning construction
law issues.  Edward Barron, Esq., the attorney designated to
represent the Debtor, charges an hourly rate of $300 for his
services.

Mr. Barron disclosed in a court filing that his firm does not
represent or hold any interest adverse to the Debtor or its
bankruptcy estate.

The firm can be reached through:

     Barron & Associates
     Edward Barron, Esq.
     1600 South Main Plaza, Suite 195
     Walnut Creek, CA 94596
     Phone: (925) 937-4400
     Fax: (925) 937-4450
     Email: edb@barronlawoffice.com

                     About Steiny and Company

Steiny and Company, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-25619) on Nov. 28,
2016.  The petition was signed by Vincent P. Mauch, chief financial
officer.  The case is assigned to Judge Julia W. Brand.

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

The Debtor is represented by Ron Bender, Esq., Jacqueline L. James,
Esq., and Lindsey L. Smith, Esq., at Levene, Neale, Bender, Yoo &
Brill LLP.


STONE ENERGY: Court Approves Sale of Appalachia Assets to EQT
-------------------------------------------------------------
The Bankruptcy Court for the Southern District of Texas on February
10, 2017, entered a sale order approving the sale of Stone Energy
Corporation's property in the Appalachia regions of Pennsylvania
and West Virginia to EQT Corporation in accordance with Section
363(f) of the Bankruptcy Code.  The parties expect to close the
sale of the Properties by February 28, 2017, subject to customary
closing conditions.

On October 20, 2016, Stone Energy entered into a purchase and sale
agreement, as amended on December 9, 2016, with TH Exploration III,
LLC, an affiliate of Tug Hill, Inc.  Pursuant to the terms of the
Tug Hill PSA, Stone agreed to sell all of its approximately 86,000
net acres in the Appalachia regions of Pennsylvania and West
Virginia to Tug Hill for $360 million in cash, subject to customary
purchase price adjustments.  Stone entered into the Tug Hill PSA in
conjunction with previously announced comprehensive balance sheet
restructuring efforts that include the execution of a restructuring
support agreement, as amended, (the "A&R RSA"), to support a
restructuring on the terms of a pre-packaged plan of reorganization
as described therein (the "Plan").

On December 14, 2016, Stone and its domestic subsidiaries filed
voluntary petitions under chapter 11 bankruptcy petitions.
Pursuant to Bankruptcy Court orders dated January 11 and 31, 2017,
two additional bidders were allowed to participate in competitive
bidding on the Properties.

On January 18, 2017, the Bankruptcy Court approved certain bidding
procedures in connection with the sale of the Properties. In
accordance with the Bidding Procedures, on February 8, Stone
conducted an auction for the sale of the Properties and upon
conclusion selected the final bid submitted by EQT Corporation,
through its wholly-owned subsidiary EQT Production Company, with a
final purchase price of $527 million in cash, subject to customary
purchase price adjustments and approval by the Bankruptcy Court,
with an upward adjustment to the purchase price of up to $16
million in an amount equal to certain downward adjustments, as the
prevailing bid.

American Petroleum Partners Operating, LLC, who submitted a bid
including a final purchase price of $526 million in cash and
otherwise on the same terms as the bid of the Prevailing Purchaser,
was selected as the back-up bidder.

On February 9, 2017, the Company entered into a purchase and sale
agreement (the "EQT PSA") with the Prevailing Purchaser, reflecting
the terms of the prevailing bid. Under the EQT PSA, the sale of the
Properties has an effective date of June 1, 2016. The EQT PSA
contains customary representations, warranties and covenants. From
and after the closing of the sale of the Properties, the Company
and the Prevailing Purchaser, respectively, have agreed to
indemnify each other and their respective affiliates against
certain losses resulting from any breach of their representations,
warranties or covenants contained in the EQT PSA, subject to
certain customary limitations and survival periods. Additionally,
from and after closing of the sale of the Properties, the Company
has agreed to indemnify the Prevailing Purchaser for certain
identified retained liabilities related to the Properties, subject
to certain survival periods, and the Prevailing Purchaser has
agreed to indemnify the Company for certain assumed obligations
related to the Properties.

The EQT PSA may be terminated, subject to certain exceptions, (i)
upon mutual written consent, (ii) if the closing has not occurred
by March 1, 2017, (iii) for certain material breaches of
representations and warranties or covenants that remain uncured,
and (iv) upon the occurrence of certain other events specified in
the EQT PSA.
At the close of the sale of the Properties, the Tug Hill PSA will
terminate, and the Company will use a portion of the Purchase Price
to pay Tug Hill a break-up fee of $10.8 million and reimburse Tug
Hill for $1.85 million of its expenses.

A copy of the EQT PSA is available at https://is.gd/kuddQl

                      About Stone Energy

Stone Energy Corp. is an independent oil and natural gas
exploration and production company headquartered in Lafayette,
Louisiana with additional offices in New Orleans, Houston and
Morgantown, West Virginia.  Stone is engaged in the acquisition,
exploration, development and production of properties in the Gulf
of Mexico and Appalachian basins. Stone Energy had 247 employees
as of the bankruptcy filing.

Stone Energy Corp. and two affiliates sought Chapter 11 protection
(Bankr. S.D. Tex. Case Nos. 16-36390, 16-36391 and 16-36392) on
Dec. 14, 2016, to pursue a prepackaged plan of reorganization.
Judge Marvin Isgur is assigned to the cases.

The Debtors hired Latham & Watkins LLP as general counsel, Porter
Hedges LLP as local counsel; Vinson & Elkins LLP as special
counsel; Alvarez & Marsal North America, LLC as financial advisor;
Lazard Freres & Co. LLC, as investment banker; and Epiq Bankruptcy
Solutions, LLC as claims, noticing, solicitation and balloting
agent.


SUCCESS INC: Can Continue Using Cash Collateral Thru March 31
-------------------------------------------------------------
Judge Julie A. Manning of the U.S. Bankruptcy Court for the
District of Connecticut entered an order authorizing Success, Inc.,
to use the cash collateral of AS Peleus LLC on an interim basis,
from Feb. 1, 2017 through March 31, 2017.

The Debtor is authorized to use cash collateral, including rental
proceeds, in order to pay the necessary expenses identified in the
Budget, subject to a permitted 10% variance. The approved budget
reflects total monthly expenses of $6,469.

AS Peleus has a first priority secured claim against certain real
property owned by the Debtor which is located at 520 Success
Avenue, Stratford, Connecticut, including the rents arising
therefrom.

AS Peleus is granted replacement and/or substitute liens in
postpetition cash collateral, and such replacement liens will have
the same validity, extent, and priority that AS Peleus possessed as
to said liens on the Petition Date.

The Debtor is directed to pay, on or before Feb. 3, 2017 and March
3, 2017:

   (a) to AS Peleus adequate protection payments of $4,000 per
month;

   (b) to AS Peleus the sum of $1,600 per month, to be held in
escrow pending further order of the Court, for postpetition real
estate tax installment payments; and

   (c) to the holders of real estate tax liens on the Property the
amounts identified in the Budget(per month) for interest accruing
on their tax liens.

A further hearing on the Motion has been scheduled for March 21,
2017 at 2:00 p.m.

A full-text copy of the Third Interim Order, dated Feb. 14, 2017,
is available at https://is.gd/zR6dUp

                        About Success, Inc.

Success, Inc., was incorporated on April 24, 1996, for the purpose
of acquiring and managing real estate properties, both with
existing buildings on them as well as vacant properties,
residential as well as commercial.  The Company currently owns four
parcels of real property in Connecticut.  Two of these properties
are single family residential units, one is a commercial property
and one is a vacant parcel of land.

Success, Inc., filed a Chapter 11 petition (Bankr. D. Conn. Case
No. 16-50884) on July 1, 2016.  The petition was signed by Gus
Curcio, Sr., president.  The Debtor is represented by Douglas S.
Skalka, Esq., at Neubert, Pepe, and Monteith, P.C.  The case is
assigned to Judge Julie A. Manning.  The Debtor estimated assets
and debts at $1 million to $10 million at the time of the filing.

The Office of the United States Trustee has not appointed an
Official Committee of Unsecured Creditors as provided for in
Section 1102 of the Code.  No trustee or examiner has been
appointed in the Debtor's Chapter 11 proceedings.


SUNEDISON INC: Needs Until March 29 to File Chapter 11 Plan
-----------------------------------------------------------
SunEdison, Inc., and certain of its debtor-affiliates request the
U.S. Bankruptcy Court for the Southern District of New York to
extend the periods within which they have the exclusive right to
(a) file a chapter 11 plan for each of the Debtors through and
including March 29, 2017; and (b) solicit acceptances of a chapter
11 plan for each of the Debtors through and including May 29,
2017.

The Debtors submit that they have been acutely focused on attaining
the highest value for their most valuable assets -- their
respective interests in Terra Form Power, Inc. and Terra Form
Global, Inc., collectively the "Yieldcos" -- through the joint
Yieldco strategic review process.

The Debtors tell the Court that said review and marketing process
is beginning to yield results since the Yieldcos recently entered
into an exclusivity agreement with Brookfield Asset Management,
Inc. after it submitted a revised, finalized bid. But currently,
the Debtors, Yieldcos, and Brookfield are still negotiating
definitive documentation with respect to such bid.

The Debtors relate that after extensive negotiations with the
Yieldcos, they have recently entered into a Memorandum of
Understanding with the Yieldcos to memorialize a commitment to work
in good faith towards executing settlement agreements with each of
the Yieldcos. The Memorandum sets forth the material terms of
comprehensive settlements with the Yieldcos and paves the way for
the Debtors to reach a consensual resolution over some of the most
significant issues in the Chapter 11 Cases. Since its execution,
the Debtors and Yieldcos have made tremendous progress and expect
to sign definitive settlement agreements in the very near future.

As such, the Debtors continue to drive toward filing a chapter 11
plan before the Exclusive Filing Period deadline. However, out of
an abundance of caution, the Debtors seek a modest extension of the
Exclusive Periods, considering that the current existing facts
warrant holding off on filing a plan for an additional short
period. The Debtors tell the Court that with such extension, the
Debtors will be afforded enough time to either decide to file a
plan that toggles to alterative outcomes based on resolution of
these contingencies, or wait until certain of these matters become
more clear.

A hearing on the Motion will be held on March 7, 2017 at 10:00 a.m.
Any responses or objections to the Motion must be filed and served
no later than February 28.

                         About SunEdison, Inc.

SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean power
generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.

On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017).  Martin H. Truong, the senior vice
president, general counsel and secretary, signed the petitions. The
Debtors disclosed total assets of $20.7 billion and total debt of
$16.1 billion as of Sept. 30, 2015.

The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent.  The Debtors employed
PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as
their auditor and tax consultant.

SunEdison also has tapped Eversheds LLP as its special counsel for
Great Britain and the Middle East. Cohen & Gresser LLP has also
been retained as special counsel.

The Debtors retained Ernst &Young LLP to provide tax-related
services.  Keen-Summit Capital Partners LLC has been hired as real
estate advisor.  Binswanger of Texas, Inc. also has been retained
as real estate agent.

Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc.,
and TerraForm Global, Inc.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.  Togut, Segal & Segal LLP and Kobre & Kim LLP serve as
conflicts counsel.  Alvarez & Marsal North America, LLC, serves as
the Committee's financial advisors.

Counsel to the administrative agent under the Debtors' prepetition
first lien credit agreement are Richard Levy, Esq., and Brad
Kotler, Esq., at Latham & Watkins.

Counsel to the administrative agent under the postpetition DIP
financing facility are Scott Greissman, Esq., and Elizabeth Feld,
Esq. at White & Case LLP.

Counsel to the Tranche B Lenders (as defined in the DIP credit
agreement) and the steering committee of the second lien creditors
are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss
Hauer & Field, LLP.

Counsel to the administrative agent under the Debtors' prepetition
second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.

The collateral trustee under the Debtors' prepetition second lien
credit agreement and the indenture trustee under each of the
Debtors' outstanding bond issuances, is represented by Marie C.
Pollio, Esq., at Shipman & Goodwin LLP.

Counsel to the ad hoc group of certain holders of the Debtors'
convertible senior notes is White & Case LLP's Tom Lauria, Esq.


SYNICO STAFFING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Synico Staffing, LLC
        3033 Excelsior Blvd., #495
        Minneapolis, MN 55416-5227

Case No.: 16-43471

Chapter 11 Petition Date: November 28, 2016

Court: United States Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Hon. William J Fisher

Debtor's Counsel: Steven B Nosek, Esq.
                  STEVEN NOSEK, P.A.
                  2855 Anthony Ln S, Ste 201
                  St Anthony, MN 55418
                  Tel: 612-335-9171
                  E-mail: snosek@noseklawfirm.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Robert Marsh, president.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/mnb16-43471.pdf


TEAM EXPRESS: Junction Solution Objects to Disclosure Statement
---------------------------------------------------------------
Junction Solutions, Inc., filed with the U.S. Bankruptcy Court for
the Western District of Texas an objection to the disclosure
statement in support of the joint chapter 11 plan of liquidation
filed by Team Express Distributing, LLC.

Junction argues that Debtor's Proposed Disclosure Statement cannot
be approved in its current form because it does not provide
adequate information regarding the so-called "Equity/Creditor MS
Dynamics Settlement", the proceeds of which -- if any -- will fund
the bulk of distributions to creditors.

Despite the centrality of the Equity/Creditor MS Dynamics
Settlement to distributions, the Proposed Disclosure Statement
provides no information regarding the settlement, Junction
complains.  Most importantly, the Proposed Disclosure Statement
does not reveal that the Equity/Creditor MS Dynamics Settlement
proposes an allocation of the litigation proceeds from the District
Court Proceeding in a manner where equity holders would receive a
distribution before general unsecured creditors are paid in full --
a clear violation of the absolute priority rule if general
unsecured creditors reject the Proposed Plan, Junction further
complains.

Moreover, the Proposed Disclosure Statement fails to provide any
information regarding the likelihood the Debtor will succeed in the
District Court Proceeding and the potential recoveries to the
estate, if any, from the litigation, Junction tells the Court.  All
of these issues must be addressed in order to provide parties with
adequate information on whether to accept or reject the Proposed
Plan and the Equity/Creditor MS Dynamics Settlement, Junction
adds.

The Proposed Disclosure Statement is also deficient in that it does
explain whether Junction's rights to liquidate any and all
counterclaims and defenses it has against the Debtor are being
preserved, the creditor further complains.

Attorneys to Junction:

    Ray Battaglia, Esq.
    LAW OFFICES OF RAY BATTAGLIA, PLLC
    66 Granburg Circle
    San Antonio, TX 78218
    Telephone: (210) 601-9405

       -- and --

    Victor G. Milione, Esq.
    Christopher J. Fong, Esq.
    NIXON PEABODY LLP
    437 Madison Avenue
    New York, NY 10022
    Telephone: (212) 940-3724

                About Team Express Distributing

Team Express Distributing, LLC, doing business as Baseball
Express, 
LLC, is a San Antonio-based, multi-channel retailer that sells a 
wide range of sporting goods, primarily focusing on team sports 
like football, baseball, basketball, soccer, and others, 
manufactured by adidas, Easton Sports, Louisville Slugger, Nike, 
Inc., Oakley, Russell Athletic, Schutt Sports, Spalding, Under 
Armour, and Wilson Sporting Goods, among many others.  Team
Express 
operates from three locations in San Antonio, Texas, and employs 
approximately 200 employees. 

On Dec. 16, 2015, Team Express Distributing, LLC, filed a
voluntary 
petition for relief under Chapter 11 of the Bankruptcy Code
(Bankr. 
W.D. Tex. Case No. 15-53044).  The petition was signed by Mark
S. 
Marney, chief executive. 

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

On Jan. 8, 2016, an Official Committee of Unsecured Creditors
was 
appointed in this Bankruptcy Case pursuant to Sec. 1102(a)(1)
and 
(b)(1).  No trustee or examiner has been appointed in this 
Bankruptcy Case. 

The Debtor tapped Marcus A. Helt, Esq., at Gardere Wynne Sewell 
LLP, as counsel.  Treadstone Capital Advisors, LLC, is the 
financial advisor and investment banker. 


TEXARKANA ARKANSAS: Equity Interest Holders Settle State Court Suit
-------------------------------------------------------------------
Texarkana Arkansas Hospitality, LLC, on Feb. 9 filed with the U.S.
Bankruptcy Court for the Western District of Arkansas its latest
disclosure statement, which explains the company's Chapter 11 plan
of reorganization.

The document disclosed that holders of equity interest have already
resolved their disputes that were the subject of a pending lawsuit
in the Miller County Circuit Court.

According to the document, Sukhpal Singh, Harbans Grewal and Jasbir
Singh will acquire the equity interests of Daljit Singh, Karm Jit
and Rug Singh, plaintiffs in the lawsuit, for a total payment of
$575,000 over six months.   

All equity interest and all claims of equity interest held by the
plaintiffs in TAH, LLC, along with their claims advanced in the
lawsuit were finally resolved.

The document also disclosed that the secured claim of U.S. Small
Business Administration in Class 7 in the amount of $1,433,303.73
will be paid out fully over a period of 60 months, with interest at
a rate of 4% per annum.

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

                     https://is.gd/OzzssB

              About Texarkana Arkansas Hospitality

Texarkana Arkansas Hospitality, LLC, doing business as Comfort
Suites, filed a Chapter 11 petition (Bankr. E.D. Ark. Case No.
16-14556) on Aug. 30, 2016.  Sukhpal Singh, member, signed the
petition.  The Debtor estimated both assets and liabilities at $1
million to $10 million.

Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC,
serves as the Debtors' counsel.  

An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Texarkana Arkansas Hospitality,
LLC, as of Oct. 25, according to a court docket.

On November 28, 2016, the Debtor filed its Chapter 11 plan of
reorganization and disclosure statement.  Under the plan, Class 8
general unsecured creditors will receive a monthly payment of
$1,000 over five years.


THOMAS WILKINS: Bid to Convert Case to Chapter 11 Granted
---------------------------------------------------------
Judge John J. Thomas of the United States Bankruptcy Court for the
Middle District of Pennsylvania granted the motion filed by the
creditors, George and Marianne Westervelt, to convert the Chapter
13 case of debtor Thomas Wilkins, to a case under Chapter 11 of the
Bankruptcy Code.

The Westervelts argued that Wilkins' schedules demonstrate he far
exceeds the dollar limitations set forth in 11 U.S.C. section
109(e) and is thus ineligible to be in Chapter 13.

Wilkins pointed out that his bankruptcy schedules show, on its
summary page, secured creditors of $641,317.93 and unsecured
creditors of $109,867.78.  None of these creditors are listed as
contingent, disputed, or unliquidated.  

While the numbers are well within the limitations set out in
section 109(e), the Westervelts pointed out that the limited value
of the collateral, set out on the schedules as $75,000.00, means
that the undersecured portion of secured debt would take Wilkins
well over the unsecured limit.

Wilkins argued that, regardless of the degree to which a creditor
may be unsecured, any amount of collateral will remove it from
consideration as an "unsecured" creditor under section 109(e).

Judge Thomas found that, while the Third Circuit Court of Appeals
has not as yet addressed this issue, the shear weight of authority
is heavily supportive of the Westervelts' position.

The case is IN RE: THOMAS R. WILKINS, DEBTOR, GEORGE W. WESTERVELT,
JR., and MARIANNE V. WESTERVELT, MOVANTS vs. THOMAS R. WILKINS and
CHARLES J. DeHART, III, TRUSTEE, RESPONDENTS, BANKRUPTCY NO.:
5-16-bk-03421-JJT (Bankr. M.D. Pa.).

A full-text copy of Judge Thomas' February 14, 2017 opinion is
available at:

            http://bankrupt.com/misc/pamb16-03421-52.pdf


TIAT CORPORATION: Unsecureds to Get Nothing Under Latest Plan
-------------------------------------------------------------
TIAT Corporation on Feb. 9 filed with the U.S. Bankruptcy Court in
Kansas its latest disclosure statement, which explains the
company's Chapter 11 plan.

In its latest disclosure statement, TIAT removed its prior
statement regarding the possibility of Class 6 general unsecured
creditors getting paid from funds generated from the sale of stock
in the reorganized company.

The document disclosed that the latest plan provides for no
payments to timely filed and allowed general unsecured claims.  

Meanwhile, Donald Kennedy's stock in TIAT will be canceled upon
confirmation of the plan.  All assets of TIAT will vest in the
reorganized company.

Moreover, all stock in the reorganized company will be sold for
$115,000 to Scott Talbott, director of TIAT operations, who will
make a lump sum cash payment.  

The sale proceeds will be used to pay allowed administrative
priority claims and priority tax claims.  General unsecured
creditors will not receive payments from the sale proceeds,
according to the latest disclosure statement.  

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

                      https://is.gd/c6bfmN

                     About TIAT Corporation

TIAT Corporation dba The Inn at Tallgrass --
http://www.theinnattallgrass.com/-- is a corporation that operates
an 88-room hotel in located in Wichita, Kansas, called The Inn at
Tallgrass.

The hotel owner filed a Chapter 11 petition (Bank. D. Kan. Case No.
16-10764) on April 29, 2016, and is represented by Mark J. Lazzo,
Esq., in Wichita.  At the time of the filing, the Debtor disclosed
$2.25 million in assets and debts totaling $6.46 million.

On July 14, 2016, the Debtor filed its Chapter 11 plan and
disclosure statement.


TLC HEALTH NETWORK: Cash Collateral Use Extended Until March 27
---------------------------------------------------------------
Judge Carl L. Bucki of the U.S. Bankruptcy Court for the Western
District of New York, authorized TLC Health Network, to use cash
collateral and incur postpetition indebtedness through March 27,
2017.

The Debtor is authorized to incur certain postpetition indebtedness
on a secured and super-priority basis from Brooks Memorial Hospital
in an aggregate amount equal to the amounts in the Revised Budget.

Brooks Memorial Hospital, Community Bank, N.A., UPMC, and the
Dormitory Authority of the State of New York asserted to have an
interest on the cash collateral.

The approved Budget provides for total expenses of $4,853,000 for
the week beginning February 6, 2017 through the week beginning
March 27, 2017.

The Debtor is directed to make adequate protection payments to
Brooks Memorial and UPMC in the amount of $5,000 each from the
money in the administrative reserve fund being held in escrow by
the Debtor's attorneys.

For each payments made to payments to Brooks Memorial and UPMC, the
Debtor is also directed to deposit the amount of $25,000 into an
escrow account held by its counsel, to be distributed upon further
order of the Court, on notice to Brooks Memorial, Community Bank,
UPMC, and the Dormitory Authority.

The Debtor's authority to use cash collateral will terminate on the
earliest to occur of:

      (a) March 27, 2017, unless otherwise extended by the Court;

      (b) the Debtor's failure to comply with the terms of the
Eighteenth Amended Final Order;

      (c) a sale or refinancing of substantially all of its assets
is proposed by the Debtor without the written consent of Brooks
Memorial that would not indefeasibly pay the indebtedness in full
in cash;

      (d) any other motion is filed by the Debtor for any relief
directly or indirectly affecting the Collateral in a material
adverse manner;

      (e) the Debtor's failure to propose a plan of reorganization
or liquidation acceptable to Brooks Memorial in all respects, on or
before March 27, 2017;

      (f) entry by the Court of an order reversing, amending,
supplementing, staying, vacating or otherwise modifying the terms
of the Order without the written consent of Brooks Memorial;

      (g) sale, pledge, assignment or hypothecation of all or
substantially all of the collateral;

      (h) the conversion of the Debtor's bankruptcy case to a case
under Chapter 7 pf the Bankruptcy Code;

      (i) the appointment of a trustee or examiner or other
representative with expanded powers for the Debtor; or

      (j) the occurrence of the effective date or consummation of a
plan of reorganization.

Additionally, the Debtor and the Committee agreed to:

      (a) keep Brooks Memorial apprised of and included in the
negotiations surrounding and leading up to a refinancing or sale
transaction,

      (b) allow representatives of Brooks Memorial to participate
in calls or meetings with prospective bidders or investors, and

      (c) share letters of intent, offers, draft agreements with
Brooks Memorial throughout the refinancing or sale transaction
process.

A further hearing approving the Debtor's use of cash collateral
will be held on March 27, 2017 at 1:00 p.m.

A full-text copy of the Eighteenth Amended Final Order, dated Feb.
9, 2017, is available at https://is.gd/YYd7Og

                       About TLC Health Network

TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013.  The petition was signed by
Timothy Cooper as Chairman of the Board.  The case is assigned to
the Hon. Carl L. Bucki.

The Debtor estimated assets of at least $10 million and debt of at
least $1 million.

Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C., serves
as the Debtor's counsel.  Damon & Morey LLP is the Debtor's special
health care law and corporate counsel.  The Bonadio Group is the
Debtor's accountants.  Howard P. Schultz & Associates, LLC is the
Debtor's appraiser.

A three-member panel composed of Cannon Design, Chautauqua
Opportunities, Inc., and Jamestown Rehab Services has been
appointed as the official unsecured creditors committee.  Bond,
Schoeneck & King, PLLC is the counsel to the Committee.  The
Committee has tapped NextPoint LLC as financial advisor.


TOSHIBA CORP: Books $6.3-Bil. Loss, Bankruptcy Looms
----------------------------------------------------
The American Bankruptcy Institute, citing Anna Fifield of The
Washington Post, reported that analysts are now speculating about
the possibility that Toshiba Corp. will have to file for bankruptcy
after its chairman resigned and the company said it would book a
$6.3 billion loss related to its U.S. nuclear business.

According to the report, Toshiba executives were due to deliver the
company's quarterly earnings announcement on Feb. 14, but they
failed to show up.  Instead, the company said that it was "not
ready" to make the announcement and asked for another month to
file, the report related.

The company's shares fell 8 percent in local trading Feb. 14, the
Washington Post said.

Then, after the stock market had closed, Toshiba said that it would
take a $6.3 billion hit related to Westinghouse's acquisition in
December of Stone & Webster, a nuclear construction business, from
Chicago Bridge & Iron in December, the report further related.

"This is one of Japan's historic corporations and it's very
important to the Japanese economy, so this could be very
significant for Japan," Tom O'Sullivan, a Tokyo-based energy
analyst, told the news agency.  "It would even impact Japan's
sovereign credit rating if there's a knock-on effect," the report
said.

                         About Toshiba

Toshiba Corporation (TYO:6502) -- http://www.toshiba.co.jp/-- is  
a Japan-based manufacturer involved in five business segments.
The Digital Products segment offers cellular phones, hard disc
devices, optical disc devices, liquid crystal televisions, camera
systems, digital versatile disc (DVD) players and recorders,
personal computers (PCs) and business phones, among others.  The
Electronic Device segment provides general logic integrated
circuits (ICs), optical semiconductors, power devices, large-
scale integrated (LSI) circuits for image information systems and
liquid crystal displays (LCDs), among others.  The Social
Infrastructure segment offers various generators, power
distribution systems, water and sewer systems, transportation
systems and station automation systems, among others.  The Home
Appliance segment offers refrigerators, drying machines, washing
machines, cooking utensils, cleaners and lighting equipment.  The
Others segment leases and sells real estate.

As reported in the Troubled Company Reporter-Asia Pacific on
Dec. 30, 2016, Moody's Japan K.K. downgraded Toshiba
Corporation's corporate family rating (CFR) and senior unsecured
rating to Caa1 from B3.  Moody's has also downgraded Toshiba's
subordinated debt rating to Ca from Caa3, and affirmed its
commercial paper rating of Not Prime. At the same time, Moody's
has placed Toshiba's Caa1 CFR and long-term senior unsecured bond
rating, as well as its Ca subordinated debt rating under review
for further downgrade.

The TCR-AP reported on Jan. 26, 2017, that S&P Global Ratings
said it has lowered its long-term corporate credit rating on
Toshiba Corp. to 'CCC+' and its short-term corporate credit and
commercial paper program ratings on the company to 'C', all by
one notch.  All of these ratings remain on CreditWatch with
negative implications.  S&P also lowered its senior unsecured
debt rating on Toshiba two notches to 'B-' from 'B+' and kept the
rating on CreditWatch negative.  On Dec. 28, 2016, S&P placed the
long- and short-term ratings on Toshiba on CreditWatch with
negative implications at the same time as lowering the long-term
ratings, in response to Toshiba's announcement that it might
recognize several JPY100 billion in impairment losses related to
goodwill arising from its acquisition of a nuclear power business
through U.S.-based Westinghouse Electric Co. LLC, because the
goodwill far exceeded the company's initial estimates.


TOWERSTREAM CORP: Barry Honig No Longer a Shareholder
-----------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Barry Honig disclosed that as of Dec. 31, 2016, he has
ceased to beneficially own shares of common stock of Towerstream
Corporation.  A full-text copy of the regulatory filing is
available for free at https://is.gd/4lTonT

                 About Towerstream Corporation

Towerstream Corporation (NASDAQ:TWER) offers broadband services in
12 urban markets including New York City, Boston, Los Angeles,
Chicago, Philadelphia, the San Francisco Bay area, Miami, Seattle,
Dallas-Fort Worth, Houston, Las Vegas-Reno, and the greater
Providence area.

The Company reported a net loss of $40.5 million in 2015, a net
loss of $27.6 million in 2014 and a net loss of $24.8 million in
2013.  As of Sept. 30, 2016, Towerstream had $36.76 million in
total assets, $43.18 million in total liabilities and a total
stockholders' deficit of $6.42 million.


TRANSMAR COMMODITY: Can Use ABN AMRO Cash Collateral Thru March 31
------------------------------------------------------------------
Judge James L. Garrity, Jr. of the U.S. Bankruptcy Court for the
Southern District of New York authorized Transmar Commodity Group
Ltd. to use cash collateral through March 31, 2017 on a final
basis.

ABN AMRO Capital USA LLC, as administrative agent and collateral
agent, and the Prepetition Lenders consented to the Debtor's use of
cash collateral in accordance with the Approved Budget and upon the
terms and conditions of the Stipulation and Final Order.

As of the Petition Date, the Debtor is indebted to the Prepetition
Lenders and ABN AMRO  in the aggregate principal amount under the
Revolving Prepetition Facility of not less than $359,900,000, plus
accrued and unpaid interest and fees. ABN AMRO and the Prepetition
Lenders assert security interest in and lien upon all collateral of
the Debtor.

The Debtor is authorized to use cash collateral only for the
following purposes:

      (a) to fund the Debtor's business, including the preservation
and maintenance of its assets and property;

      (b) to make payments to professionals when and as authorized
by the Court; and

      (c) to make adequate protection payments in favor of the
Prepetition Lenders, subject to the Approved Budget.

ABN AMRO, for the benefit of itself and the Prepetition Lenders
were granted continuing, valid, binding, enforceable and
automatically perfected postpetition additional and replacement
security interests in and liens and mortgages on:

      (a) a first priority perfected security interest in, and lien
and mortgage on, all prepetition and postpetition property of the
Debtor, whether tangible or intangible, not subject to a valid,
perfected, enforceable and unavoidable lien or security interest on
the Petition Date and;

      (b) a junior perfected security interest in and lien and
mortgage on all prepetition and postpetition property of the
Debtor, whether tangible or intangible, that is subject to a valid,
perfected, enforceable and unavoidable consensual lien or security
interest in existence on the Petition Date or a valid and
unavoidable consensual lien or security interest in existence on
the Petition Date that is perfected subsequent thereto.

ABN AMRO and the Prepetition Lenders are also granted an allowed
superpriority administrative expense claim, to the extent of any
diminution in value, which will have priority over any and all
administrative expense claims and unsecured claims against the
Debtor or its estate, which will be subject to the Carve-Out.

As further adequate protection, the Debtor is required to pay all
reasonable prepetition and postpetition fees, costs and expenses
incurred by ABN AMRO, including the fees and expenses of legal
counsel and other professionals retained by ABN AMRO.

The Debtor's right to use the Cash Collateral will terminate on the
earliest to occur of:

      (a) March 31, 2017; and

      (b) the date upon which any of the following events will
occur:

            (i) failure by the Debtor to pay any amounts owed to
ABN AMRO and the Prepetition Lenders as Adequate Protection;

           (ii) any incorrect representation or warranty made by
the Debtor or its agents to ABN AMRO or any of the Prepetition
Lenders or their respective advisors about the financial condition
of the Debtor, the nature, extent, location or quality of any
Collateral, or the disposition or use of any Collateral;

          (iii) the Case is dismissed or converted to a Chapter 7
Case;

           (iv) appointment of a Chapter 11 Trustee, a responsible
officer or an examiner with enlarged powers relating to the
operation of the business of the Debtor or any of its subsidiaries
as a result of a motion by ABN AMRO or any of the Prepetition
Lenders;

            (v) the Debtor creates, incurs or suffers to exist any
postpetition lien or security interest other than those granted
pursuant to the Interim Order or the Stipulation and Final Order;

           (vi) grant of any other superpriority administrative
claim which is senior to the claims of ABN AMRO and the Prepetition
Lenders;

          (vii) an order reversing, amending, supplementing,
staying, vacating or otherwise modifying this Stipulation and Final
Order without the consent of ABN AMRO;

         (viii) any judgment rendered against the Debtor in excess
of $250,000 not covered by insurance and the enforcement thereof is
not be stayed;

           (ix) the Debtor's failure to comply with the allowed
weekly cumulative Approved Budget including the Permitted
Variances;

            (x) the Debtor sells all or any portion of its asset;

           (xi) the commencement of any objection, challenge or
cause of action by the Debtor against any of the Prepetition Agent
or the Prepetition Lenders with respect to the Prepetition Credit
Agreement Documents;

          (xii) the entry of an order by the Court granting relief
from or modifying the automatic stay of Section 362 of the
Bankruptcy Code.  However, this provision will not apply to the
pending motion for relief from the stay filed by Swiss Trading
Solutions Ltd.;

         (xiii) termination of the Debtor's exclusive periods under
section 1121(d) of the Bankruptcy Code;

          (xiv) the Debtor failed to comply with the Approved
Budget on a weekly cumulative basis, including any Permitted
Variances; and

           (xv) the termination, resignation of, or material
modification of the duties or authority of the Debtor's chief
restructuring officer.

A full-text copy of the Stipulation and Final Agreed Order, dated
Feb. 9, 2017, is available at https://is.gd/dOUMDY

                      About Transmar Commodity Group Ltd.

Transmar Commodity Group Ltd. filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 16-13625) on Dec. 31, 2016.  The petition was
signed by was signed by Peter G. Johnson, chairman, president and
chief executive officer.  At the time of filing, the Debtor had
estimated both assets and liabilities ranging between $100 million
to $500 million each.

The Debtor tapped Joseph L. Schwartz, Esq., Tara J. Schellhorn,
Esq. and Rachel F. Gillen, Esq., at Riker Danzig Scherer Hyland &
Perretti LLP, as bankruptcy counsel.  The Debtor has engaged Tracy
L. Klestadt, Esq., Joseph C. Corneau, Esq., and Christopher J.
Reilly, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP,
as local bankruptcy and conflicts counsel; and GORG as German
special counsel.

The Debtor has hired DeLoitte Transactions and Business Analytics
LLP as its restructuring advisor; and Donlin, Recano & Company,
Inc. as its claims & noticing agent.   

The Office of the U.S. Trustee on Jan. 18, 2017, appointed three
creditors of Transmar Commodity Group to serve on the official
committee of unsecured creditors.  The committee members are: (1)
Amius Limited; (2) Theobroma B.V.; and (3) Trilini International
Ltd.


TRIANGLE USA: Court Approves $250M Exit Financing
-------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
Triangle USA Petroleum's motion to (i) enter into and perform under
an engagement letter relating to exit financing, (ii) pay fees and
expenses and (iii) provide related indemnities. As previously
reported, "Pursuant to the terms of the Engagement Letter, JPMorgan
has agreed to use its best efforts to syndicate a five-year,
senior-secured, reserve-based revolving credit facility with an
initial borrowing base of $250 million (the 'Exit Credit
Facility'). In order to reduce execution risks in consummating
their restructuring, the Debtors determined, in their business
judgment, it was in the best interests of their estates to
negotiate and enter into a customary engagement letter with
JPMorgan to induce JPMorgan to use its best efforts to syndicate
the Exit Credit Facility. The Engagement Letter is an integral
component of the Exit Credit Facility." The Court also approved
Debtors motion to file under seal and redact references to
confidential information in the related engagement letter.

              About Triangle USA Petroleum Corporation

Triangle USA Petroleum Corporation is an independent exploration
and production company with a strategic focus on developing the
Bakken Shale and Three Forks formations in the Williston Basin of
North Dakota and Montana.  TUSA is a wholly owned subsidiary of
Triangle Petroleum Corporation (NYSE MKT: TPLM).  Neither TPLM nor
its affiliated company, RockPile Energy Services, LLC, is included
in TUSA's Chapter 11 filing.

Triangle USA Petroleum Corporation and its affiliates filed
voluntary petitions under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Lead Case No. 16-11566) on June 29, 2016.  The
cases are pending before Judge Mary F. Walrath.

At the time of the filing, TUSA estimated assets in the range of
$500 million to $1 billion and liabilities of up to $1 billion.

The Debtors have engaged Sarah E. Pierce, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP as counsel, AP Services, LLC, as
financial advisor, PJT Partners Inc. as investment banker and
Prime Clerk LLC as claims & noticing agent.

Andrew R. Vara, Acting U.S. Trustee, has informed the U.S.
Bankruptcy Court for the District of Delaware that a committee of
unsecured creditors has not been appointed in the Chapter 11 case
of Triangle USA Petroleum Corporation due to insufficient response
to the U.S. Trustee communication/contact for service on the
committee.


TRILOGY DIAGNOSTICS: Names Joyce Lindauer as Counsel
----------------------------------------------------
Trilogy Diagnostics LLC seeks authorization from the U.S.
Bankruptcy Court for the Northern 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 firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.

The firm was paid 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 Debtor and its estate.

The law 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

Trilogy Diagnostics LLC, based in Dallas, Tex., filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 17-30128) on Jan. 6, 2017.  The
Hon. Harlin DeWayne Hale presides over the case.  In its petition,
the Debtor estimated $100,000 to $500,000 in assets and $1 million
to $10 million in liabilities.  The petition was signed by Angelia
Fuller, authorized representative.  Joyce W. Lindauer, Esq., at
Joyce W. Lindauer Attorner, PLLC, serves as bankruptcy counsel.


TROCOM CONSTRUCTION: Disclosures Conditionally Okayed
-----------------------------------------------------
The Hon. Nancy Hershey of the U.S. Bankruptcy Court for the Eastern
District of New York has conditionally approved Trocom Construction
Corp.'s third amended disclosure statement filed on Feb. 3, 2017,
referring to the Debtor's fourth amended Chapter 11 plan of
liquidation filed on Feb. 3, 2017.

A hearing on confirmation of the Plan and final approval of the
Disclosure Statement will be held on March 23, 2017, at 2:30 p.m.

Any objections to the confirmation of the Plan or final approval of
the Disclosure Statement must be filed by 5:00 p.m. (EST) on March
15, 2017.

The deadline for filing and service of replies or an omnibus reply
to any objections to confirmation of the Plan will be March 20,
2017.

To be counted as a vote to accept or reject the Plan, each ballot
must be submitted by March 15, 2017, at 5:00 p.m. (EST).

As reported by the Troubled Company Reporter on Feb. 10, 2017, the
Debtor's Third Amended Disclosure Statement proposed that Class 6
General Unsecured Claims be paid their pro rata share of the
General Unsecured Fund, together with any distribution as set forth
in Article IV(B)-(F) of the Plan.  The distributions to holders of
Allowed General Unsecured Claims will be made when all objections
to General Unsecured Claims are either resolved or ruled upon by
the Bankruptcy Court.  Estimated percentage recovery is at 10%.

                  About Trocom Construction

Trocom Construction Corp. was formed in 1969 by Salvatore Trovato.
The Company is in the heavy construction business.  Its primary
customer is the City of New York through its various agencies.  The
Company has 75 employees, the majority of whom are members of
various unions.  Joseph Trovato is presently the president and
holder of 100% of the voting shares of Trocom.

Trocom filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No.
15-42145) on May 7, 2015, in Brooklyn, New York.  The petition was
signed by Joseph Trovato.  Judge Nancy Hershey Lord presides over
the case.  The Debtor is represented by C. Nathan Dee, Esq., at
Cullen & Dykman, LLP.

The Debtor disclosed total assets of $32,462,383 and total
liabilities of $17,184,837 as of the Chapter 11 filing.

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


TVR INC: Names C Stephen Gurdin, Jr, as Co-counsel
--------------------------------------------------
TVR, Inc. aka Joseph's Restaurant seeks authorization from the U.S.
Bankruptcy Court for the Middle District of Pennsylvania to employ
C. Stephen Gurdin, Jr., as co-counsel.

The Debtor requires Mr. Gurdin to:

   (a) give the Debtor-in-Possession legal advice with respect to
       all legal matters concerning the Chapter 11 proceeding;

   (b) assist in the preparation and filing of the disclosure
       statement, plan, or joint disclosure statement and plan in
       a single document, motion for conditional approval,
       balloting, appearance at confirmation and all other
       hearings, prepare on behalf of the Debtor in Possession
       necessary schedules, Applications, Complaints, Reports and
       other documents and any and all amendments thereto;

   (c) pursue any monies and claims, if any, believed due and
       owing to the Debtor in Possession; and

   (d) perform all legal bankruptcy services necessary to assist
       the Debtor in Possession in carrying out the Plan.

Mr. Gurdin will be paid $345 per hour for his services while
Michelle Bergeron, the paralegal to Mr. Gurdin, will be paid $131
per hour.

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

Mr. Gurdin assured the Court that he is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtor and its
estate.

Mr. Gurdin can be reached at:

       C. Stephen Gurdin, Jr., Esq.
       69 Public Square #501
       Wilkes-Barre, PA 18701
       Tel: (570) 826-0481

                          About TVR Inc.

TVR, Inc. sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. M.D. Pa. Case No. 16-04183) on Oct. 7, 2016.  The Debtor is
represented by John Fisher, Esq.


ULTRA PETROLEUM: Has $2.4MM Exit Loan Commitment from Barclays
--------------------------------------------------------------
Ultra Petroleum Corp. and its debtor-affiliates on February 8,
2017, obtained a commitment letter from Barclays Bank PLC pursuant
to which, in connection with the consummation of the Debtors'
proposed Plan of Reorganization, Barclays has agreed to provide
secured and unsecured financing in an aggregate amount of up to
$2.4 billion, consisting of:

     * A seven-year senior secured first lien term loan credit
       facility in an aggregate amount of $600.0 million;

     * A five-year senior secured first lien revolving credit
       facility in an aggregate amount of $400.0 million with
       an initial borrowing base,

       which limits the aggregate amount of first lien debt
       under the Revolving Facility and the Term Loan Facility,
       of $1.0 billion with scheduled semi-annual
       redeterminations starting on October 1, 2017; and

     * Senior unsecured bridge loans under senior unsecured
       bridge facilities in an aggregate amount of
       $1.4 billion, consisting of:

          (i) a five-year bridge facility in an aggregate
              principal amount of $700.0 million, less the
              aggregate principal amount of privately placed
              five-year senior unsecured notes of the Company,
              if any, issued on or prior to the closing date
              of the Credit Facilities; and

         (ii) an eight-year bridge facility in an aggregate
              principal amount of $700.0 million, less the
              aggregate principal amount of privately placed
              eight-year senior unsecured notes of the Company,
              if any, issued on or prior to the Closing Date.

The Revolving Facility is anticipated to, among other things:

     * have capacity for the Debtors to increase the
       commitments subject to certain conditions;

     * have $100.0 million of the commitments available for
       the issuance of letters of credit; and

     * require the Company to maintain:

       (A) a maximum total net debt to EBITDAX ratio of:

              (i) 4.25 to 1.0 as of the end of the first full
                  fiscal quarter after the closing date and
                  each subsequent fiscal quarter of 2017; and

             (ii) 4.0 to 1.0 as of the end of each fiscal
                  quarter thereafter,

       (B) a minimum current ratio of 1.0 to 1.0; and

       (C) a minimum interest coverage ratio of 2.5 to 1.0.

Based on the indicative pricing levels provided to the Company, the
blended interest rate of the Credit Facilities on the effective
date of the Plan is expected to be approximately 5.10% per annum.
The actual Blended Rate on the effective date of the Plan will
depend on factors including, without limitation, the size of each
tranche of the Credit Facilities and the results of the syndication
process of such Credit Facilities, and may therefore be higher or
lower than 5.10% per annum.

The Term Loan Facility is anticipated to, among other things, have
capacity for the Debtors to increase the commitments, with such
increase in commitments subject to certain conditions.

The Revolving Facility and Term Loan Facility will include
customary affirmative and negative covenants, including, among
other things, as to compliance with laws, delivery of quarterly and
annual financial statements and oil and gas engineering reports,
maintenance and operation of properties (including oil and gas
properties), maintenance of a lien on, and delivery of title
information with respect to, 85% of the Debtors' proved oil and gas
reserves, restrictions on the incurrence of liens, indebtedness,
asset dispositions, fundamental changes, restricted payments and
other customary covenants.

The Revolving Facility and Term Loan Facility will include events
of default relating to customary matters, including, among other
things, nonpayment of principal, interest or other amounts;
violation of covenants; incorrectness of representations and
warranties in any material respect; cross-payment default and cross
acceleration with respect to material indebtedness; bankruptcy;
material judgments; and certain ERISA events. Many events of
default are subject to customary notice and cure periods.

The commitments of Barclays to provide the Credit Facilities are
subject to certain conditions set forth in the Commitment Letter,
including but not limited to the Plan Support Parties' reasonable
satisfaction with the approval by the Bankruptcy Court of all
actions to be taken, undertakings to be made and obligations to be
incurred by the Debtors in connection with the Credit Facilities.

The Commitment Letter will terminate upon the occurrence of certain
events described therein and the outside termination date for the
Commitment Letter is May 9, 2017.

On February 8, 2017, the Debtors filed a motion with the Bankruptcy
Court seeking authorization to enter into and perform under the
Commitment Letter.

Ultra Petroleum Corp. also filed with the Court a Second Amended
Joint Chapter 11 Plan of Reorganization on the same day.

A copy of the Commitment Letter and the Amended Plan is available
at https://is.gd/DKcaPm

                       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.


ULTRA PETROLEUM: Plan Confirmation Hearing on March 14
------------------------------------------------------
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas approved Ultra Petroleum Corp. and affiliates'
disclosure statement for their second amended joint chapter 11 plan
of reorganization.

A hearing to consider the Confirmation of the Plan will be held on
March 14, 2017, at 10:00 a.m., prevailing Central Time.

The court has established Feb. 9, 2017, as the record date for
purposes of determining which Holders of Claims and Interests in
Class 3(HoldCo Note Claims) and Class 8 (Existing HoldCo Common
Stock) are entitled to vote on the Plan.

The court has established March 13, 2017, at 4:00 p.m. prevailing
central time as the voting deadline for the Plan.

The Debtors filed a disclosure statement for the Debtors' second
amended joint Chapter 11 plan of reorganization dated Feb. 13,
2017.

Holders of Class 6 Intercompany Claims will recover 100%.  Under
the Plan, Class 6 Claims will be, at the option of the Debtors or
Reorganized Debtors, either (a) reinstated as of the Effective
Date; (b) cancelled, in which case no distribution will be made on
account of the Intercompany Claims; or (c) treated in other manner
as determined by the Debtors or Reorganized Debtors.

As described in this Disclosure Statement, 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.  No settlement has been reached with the holders of the OpCo
Funded Debt Claims (excepting any Plan Support Parties who hold
OpCo Funded Debt Claims) with respect to the Plan, and all the
parties' rights with respect to the Plan are reserved and
preserved.

The Debtors remain engaged in discussions with the Official
Committee of Unsecured Creditors and their stakeholders regarding
other potential settlements and will seek approval of any
settlements in accordance with the Bankruptcy Code and the
Bankruptcy Rules.

The Disclosure Statement is available at:

          http://bankrupt.com/misc/txsb16-32202-1106.pdf

As reported by the Troubled Company Reporter on Feb. 14, 2017, the
Debtors filed with the Court 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 Jan. 19, 2017 hearing regarding approval of the adequacy of the
Disclosure Statement, the Debtors started to explore potential Plan
modifications that would permit the Debtors to satisfy OpCo Funded
Debt Claims in full in cash.  On Jan. 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 Jan.
25, 2017.

The Court also approved the following solicitation schedule:

   Feb. 17, 2017 - Solicitation deadline

   Feb. 20, 2017 - Debtors' expert reports deadline

   Feb. 20, 2017 - Debtors' deadline for substantial completion
                   of document production

   Feb. 21, 2017 - Publication deadline

   Feb. 28, 2017 - Deadline for witness disclosure, plan
                   supplement, and assumption/rejection notice

   March 4, 2017 - Objecting parties' expert reports deadline

   March 8, 2017 - Rebuttal expert reports deadline

   March 10, 2017 - Discovery cutoff date

   March 10, 2017 - Deadline to file confirmation brief, final
                    witness list and exhibit list, and plan
                    objection response

   March 13, 2017 - Voting deadline

   March 13, 2017 - Deadline to file voting report

   March 21, 2017 - Deadline to object to the Debtors' proposed
                    assumption, rejection, and cure amount in
                    an assumption notice or rejection notice

The commencement of the rights offering is the date that is five
business days after the Feb. 13, 2017 court order.

                         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.


ULTRA PETROLEUM: Salt Run Discloses 4% Equity Stake
---------------------------------------------------
Salt Run Capital, Inc. and its president, John W. Straker Jr.,
disclose that they may be deemed to beneficially own 6,240,436
shares or roughly 4.07% of the common stock of Ultra Petroleum
Corp. as of Feb. 9, 2017.

Salt Run may be reached at:

     John W. Straker Jr.
     Salt Run Capital, Inc.
     3465 North Pines Way, Ste. 104 #25210
     Wilson, WY 83014

Salt Run Capital, Inc. is an Ohio corporation.  Mr. Straker Jr. is
a citizen of Wyoming.

                       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.


ULTRA PETROLEUM: Warlander Discloses 9.9% Equity Stake
------------------------------------------------------
Warlander Asset Management, LP disclosed in a regulatory filing
with the Securities and Exchange Commission that it may be deemed
to beneficially own 15,233,279 shares or roughly 9.93% of the
common stock of Ultra Petroleum Corp as of Dec. 31, 2016.

The firm may be reached at:

     Eric Cole
     Managing Member
     Warlander Management GP, LLC
     250 West 55th Street, 33rd Floor
     New York, NY 10019

                       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.


UNIQUE MOTORSPORTS: Has Interim Authority to Use Cash Collateral
----------------------------------------------------------------
Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas authorized Unique Motorsports, Inc., to
use cash collateral on an interim basis.

The Debtor's right to use cash collateral will expire on the
earlier of (a) the entry of a subsequent interim cash collateral
order or (b) the entry of a Final Order.

Judge Rhoades granted the Secured Lenders replacement security
liens on and replacement liens on the Debtor's motor vehicles that
were financed by the secured lenders under the terms of their
respective floor plans as of the Petition Date, whether such
property was acquired before or after the Petition Date, and to the
extent of any diminution in value from the Debtor's use of the
collateral.

The Replacements Liens will be subject and subordinate to:   

      (a) professional fees and expenses of the attorneys,
financial advisors and other professionals retained by the Debtor;
and

      (b) any and all fees payable to the U.S. Trustee.

The Final Hearing to consider the entry of a Final Order
authorizing and approving the use of Cash Collateral has been
scheduled for Feb. 28, 2017 at 9:30 a.m.

A full-text copy of the Interim Order, dated Feb. 9, 2017, is
available at
https://is.gd/3iZagO

                    About Unique Motorsports

Unique Motorsports, Inc., filed a chapter 11 petition (Bankr. E.D.
Tex. Case No. 17-40218) on Feb. 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.


UNIQUE VENTURES: Seeks to Hire Leech Tishman as Legal Counsel
-------------------------------------------------------------
Unique Ventures Group, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Pennsylvania to hire Leech
Tishman Fuscaldo & Lampl, LLC as its legal counsel.

The services to be provided by the firm in connection with the
Debtor's bankruptcy case include:

     (a) providing legal advice to the Debtor regarding its powers

         and duties under the Bankruptcy Code;

     (b) assisting the Debtor in the preparation and filing of
         financial statements and legal documents; and

     (c) assisting the Debtor in the formulation and
         implementation of a Chapter 11 plan of reorganization.

The hourly rates charged by the firm are:

     Partners                 $235 - $625
     Associates               $180 - $240
     Paralegals/Law Clerks     $55 - $190

Leech Tishman is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code, according to court filings.

The firm can be reached through:

     Patrick W. Carothers; Esq.
     David W. Lampl, Esq.
     John M. Steiner, Esq.
     525 William Penn Place, 28th Floor
     Pittsburgh, PA 15219
     Tel: (412) 261-1600
     Email: pcarothers@leechtishman.com
     Email: dlampl@leechtishman.com
     Email: jsteiner@leechtishman.com

                   About Unique Ventures Group

Unique Ventures Group, LLC, a company based in Pittsburgh,
Pennsylvania, operates Perkins Restaurant & Bakery.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W. D. Pa. Case No. 17-20526) on February 13, 2017.
The petition was signed by Eric E. Bononi, receiver, CEO and CRO.
The case is assigned to Judge Thomas P. Agresti.

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


UNIQUE VENTURES: Taps D. Rudov, Scott Hare as Legal Counsel
-----------------------------------------------------------
Unique Ventures Group, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Pennsylvania to hire legal
counsel.

The Debtor proposes to employ David Rudov, Esq., at RudovLaw, to
give legal advice on bankruptcy-related issues.  Mr. Rudoy charges
$400 per hour for his services.

The Debtor also proposes to hire Scott M. Hare, Attorney at Law, a
firm based in Pittsburgh, Pennsylvania, to serve as co-counsel with
Mr. Rudov, and provide legal advice on litigation-related issues.


The firm will charge an hourly rate of $400 for partners, $200 for
associates, and $150 for paralegals and legal assistants.

In court filings, both counsel disclosed that they are
"disinterested persons" as defined in section 101(14) of the
Bankruptcy Code.

Mr. Rudov maintains an office at:

     David K. Rudov, Esq.
     RudovLaw
     The Frick Building
     437 Grant Street, Suite 1806
     Pittsburgh, PA 15219
     Tel: 412-223-5030
     Fax: 412-281-1121
     Email: david@rudovlaw.com

Scott M. Hare maintains an office at:

     Scott M. Hare, Esq.
     Scott M. Hare, Attorney at Law
     1806 Frick Building
     437 Grant Street
     Pittsburgh, PA 15219
     Tel: 412-338-8632

                   About Unique Ventures Group

Unique Ventures Group, LLC, a company based in Pittsburgh,
Pennsylvania, operates Perkins Restaurant & Bakery.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W. D. Pa. Case No. 17-20526) on February 13, 2017.
The petition was signed by Eric E. Bononi, receiver, CEO and CRO.
The case is assigned to Judge Thomas P. Agresti.

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


UNIVISION COMMUNICATIONS: S&P Raises CCR to B+ on Reduced Leverage
------------------------------------------------------------------
S&P Global Ratings said that it raised its corporate credit rating
on New York City-based Univision Communications Inc. by one notch
to 'B+' from 'B'.  The rating outlook is stable.

S&P also raised its issue-level rating on the company's senior
secured debt one notch to 'BB-' from 'B+'.  The recovery rating
remains unchanged at '2', indicating S&P's expectation for
substantial recovery (70%-90%; lower half of the range) of
principal in the event of a payment default.

"The upgrade reflects our view of Univision's ability to reduce its
adjusted leverage to about 7x by the end of 2016 and our
expectation that the company's leverage will continue to moderate
as a result of mid-single-digit percentage EBITDA growth, healthy
cash flow generation, $376 million in spectrum auction proceeds,
and debt repayment largely due to the company redeeming its
$815 million 8.5% senior notes due 2021 over the course of 2016
through cash flow generation and using a portion of its revolver,"
said S&P Global Ratings' credit analyst Jawad Hussain.  S&P expects
that Univision's leverage will continue to decline over the next
two years as a result of EBITDA growth and the company directing a
portion of its free operating cash flow to debt repayment.  S&P
also expects that the company will use its $376 million spectrum
auction proceeds to pay down debt, which should further reduce
leverage in 2017.  As a result, leverage will likely approach the
low-6x area by the end of 2017.  S&P haven't factored an IPO into
our rating analysis, which would likely lead to more accelerated
debt repayment.

"The stable outlook reflects our expectation that Univision will
continue to generate low- to mid-single-digit percentage revenue
and EBITDA growth, generate healthy free operating cash flow and
use a portion of its cash flow to repay debt," said Mr. Hussain.
"We expect this to result in leverage falling to the low-6x area by
the end of 2017."

S&P could lower the corporate credit rating if Univision encounters
renewed economic or competitive pressure that result in leverage
increasing to above 7x on a sustained basis.  This could occur
because a loss of Hispanic viewers due to increasingly aggressive
competition along with minimal growth in Hispanic ad spending
compared with English-language ad spending.  Additionally, S&P
could lower the rating if the company increases its leverage above
7x as a result of a debt-financed distribution to shareholders.

S&P could raise the rating if the company decreases leverage to
below 5.5x while maintaining stable to improving trends in its
operating performance.  This would likely result from the company
improving its share of Hispanic viewers while maintaining its
industry leading margins.  Additionally, this would likely entail
the company deleveraging through an IPO.



VERTEX ENERGY: Prescott Group Reports 9.9% Stake as of Dec. 31
--------------------------------------------------------------
Prescott Group Capital Management, L.L.C., Prescott Group
Aggressive Small Cap, L.P., Prescott Group Aggressive Small Cap II,
L.P., and Phil Frohlich disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of Dec. 31, 2016, they
beneficially own 3,664,222 shares of common stock of Vertex Energy
representing 9.9 percent of the shares outstanding.  A full-text
copy of the regulatory filing is available at https://is.gd/jQ5BHV

                        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.


VIRTUS INVESTMENT: Moody's Assigns Ba2 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 corporate family
rating (CFR) and a Ba2-PD probability of default rating to Virtus
Investment Partners, Inc. The rating action follows the company's
announcement to issue approximately $260 million of term notes to
fund, in part, its acquisition of RidgeWorth Holdings LLC (unrated)
for $513 million.

The rating agency also assigned to Virtus the following senior
secured debt ratings:

$100 million Revolving Credit Facility -- Ba1

$260 million Term Loan B -- Ba1

The outlook on the CFR is positive while the outlook on the term
loan and revolver is stable.

RATINGS RATIONALE

Virtus' Ba2 CFR reflects its scale among rated asset managers,
diverse suite of product offerings and seasoned investment
affiliates which are organized under a supportive multi-boutique
structure. The company has historically made prudent use of
capital. Nonetheless, Virtus has a significant investment seeding
program that exposes its balance sheet to additional risk somewhat
weakening its otherwise solid financial profile.

The CFR also takes account of Virtus' prospective leverage and
liquidity. Liquidity is supported by cash flow and the availability
of the revolving credit facility. Leverage, as adjusted by Moody's,
is not expected to exceed two times EBITDA from a pro forma level
of 2.3x. Additionally, Moody's used the Loss Given Default analysis
to determine the notching of Virtus' senior secured debt instrument
relative to the senior obligations of the company. The senior
secured debt rating is one notch above the CFR. This notching is a
function of the liability structure proposed in the financing of
the RidgeWorth transaction, within which the preferred stock
instrument (approximately $115 million) is subordinate to the
senior secured term loan instrument.

The positive rating outlook on the CFR reflects the cost savings
and potential business synergies that will accrue to Virtus with
the acquisition of RidgeWorth. However, given that this is the
largest acquisition that Virtus has embarked on to date, Moody's
believes there is considerable integration risk. The outlook period
will allow us to assess Virtus' ability to successfully integrate
the new businesses as well as realize the cost synergies it has
projected. The stable outlook on the senior secured debt ratings
reflects Moody's expectations that over the next 12-18 months their
ratings will not move in lock-step with the CFR.

The following factors could lead to an upgrade of the CFR: 1)
Reduced balance sheet exposure to self-managed investments
resulting in an improvement to Virtus' SMI ratio; 2) Successful
integration of the RidgeWorth affiliates as demonstrated by
realized cost savings and other measurable business synergies; 3)
Sustained improvement in net flows.

Conversely, factors that could lead to a stable outlook on the CFR:
1) Upsizing of the company's seeding program and/or leverage is
elevated above 2.0x for a sustained period; 2) Net client
redemptions, in excess of 15% per year; 3) Inability to
successfully integrate new investment affiliates or difficulty
realizing projected cost synergies, and/or the incurrence of
additional transaction related costs that impair profitability.

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


VIRTUS INVESTMENT: S&P Assigns 'BB+' ICR, Outlook Stable
--------------------------------------------------------
S&P Global Ratings said it assigned its 'BB+' issuer credit rating
to Virtus Investment Partners Inc. and its 'BB+' issue rating to
the firm's proposed term loan.  The outlook is stable.  At the same
time, S&P also assigned a '3' recovery rating to the term loan,
indicating a meaningful recovery of approximately 50%-70% (lower
half of the range) in the event of default.

Virtus Investment is acquiring RidgeWorth Investments to create an
asset manager with approximately $86 billion in assets under
management.

"Our rating on Virtus reflects the firm's modest scale and
diversification, mixed investment performance, and poor organic
growth track record over the last several years," said S&P Global
Ratings credit analyst Clayton Montgomery.  The rating also
reflects S&P's expectation that leverage will initially be about
2.7x on a pro forma basis but should decline to comfortably below
2.0x by the end of 2018.

Virtus is an asset manager with $45 billion in assets under
management (AUM) as of Dec. 31, 2016, on a stand-alone basis.
Virtus operates a multiboutique structure where wholly owned
affiliated managers or independent subadvisers manage all of
Virtus' reported AUM. RidgeWorth, the target firm, also operates a
similar multiboutique structure and had $40 billion in AUM as of
Dec. 31, 2016, mainly managed across three wholly owned affiliates.
S&P expects the deal to close in mid-2017, and it will be financed
through $115 million in mandatory convertible securities and $100
million in common equity (which have both already been raised) in
addition to roll-over equity, cash on hand and the proposed $260
million term loan.

Pro forma for the transaction, Virtus will become more diversified
by distribution channel, affiliate, and asset class.  The combined
firm will have seven affiliates or subadvisers that each manage
over 5% of total AUM.  The firm will also have relatively balanced
exposures to both fixed income and equity products with
approximately 45% of AUM in each asset class.  Additionally,
penetration into different distribution channels should improve as
well given RidgeWorth's higher weighting toward institutional
clients while Virtus is largely retail oriented.

However, despite these improvements, Virtus, in S&P's view, is
still relatively small and concentrated compared to many asset
managers S&P rates at higher levels.  After the transaction, S&P
believes Virtus will continue to have some concentration in its top
funds.  On a pro forma basis, its top five mutual funds made up
approximately 61% of total mutual fund AUM as of year-end 2016.
Additionally, distribution will remain almost exclusively focused
on the U.S. and overweighted toward retail (69% retail as of
Dec. 31, 2016).  While size in and of itself is not a constraint to
the rating, S&P do believe that larger asset managers often have
less key-man risk, better distribution, increased diversification,
a more well-known brand, better access to talent, and a broader
product offering.

Investment performance has been mixed in our view.  Pro forma for
the transaction, 65%, 87%, and 80% of AUM was in the top half of
its Lipper peer group as of Dec. 31, 2016, on one-, three-, and
five-year bases, respectively.  Furthermore, 84% of the firm's
mutual fund AUM had a Morningstar rating of either four or five
stars, even though slightly less than half of the firm's mutual
funds were rated four or five stars.  However, performance against
benchmarks has not been as favorable, with a relatively low
percentage of the firm's top 10 open-ended mutual funds (not
weighted by AUM) outperforming on one-, three-, and five-year bases
as of Dec. 31, 2016.  Additionally, only 55%, 52%, and 48% of
open-ended mutual fund AUM were outperforming benchmarks on one-,
three-, and five-year bases, respectively.

Flows and growth have been less than stellar over the past several
years for the combined firm.  Both Virtus and RidgeWorth have faced
challenges from some unique events, which have caused substantial
net outflows.  Specifically, RidgeWorth had large net outflows from
SunTrust, its former owner before Lightyear Capital acquired the
firm, while Virtus struggled with a subadviser transition and also
lost AUM in 2016 due to the departure of a key portfolio manager at
a subadviser.  Excluding these events, flows have still been
negative over the past several years, underperforming many asset
managers S&P has rated at higher levels.

S&P has very modest expectations for growth over the next two years
for Virtus.  S&P's muted expectations reflect the negative trend in
net flows over the past several years at the combined firm along
with our conservative views for the sector.  S&P also believes that
the firm's investment performance versus benchmarks could also
constrain growth.

The stable outlook reflects S&P's expectation that the firm will
maintain leverage between 2.0x-3.0x over the next 12 months and
comfortably below 2.0x by the end of 2018.  The outlook also
reflects our expectations for very muted organic growth over the
same period, in line with S&P's expectations for the sector.

S&P could downgrade Virtus if S&P expects leverage to be sustained
above 2.0x.  S&P could also lower the rating if it observes a
meaningful deterioration in investment performance or substantial
net outflows.

S&P could upgrade Virtus if the firm demonstrates improved net
flows and investment performance, and leverage decreases to below
1.5x on a sustained basis.  An upgrade would also be contingent
upon the firm successfully integrating the RidgeWorth transaction.



WAGES MANOR: Case Summary & 2 Unsecured Creditors
-------------------------------------------------
Debtor: Wages Manor, LLC
        7518 Larimer Road
        Everett, WA 98208

Case No.: 17-10684

Chapter 11 Petition Date: February 16, 2017

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Hon. Marc Barreca

Debtor's Counsel: Thomas D Neeleman, Esq.
                  THOMAS D. NEELMAN, ESQ., L.C.
                  1904 Wetmore Ave Ste 200
                  Everett, WA 98201
                  Tel: 425-212-4800
                  E-mail: courtmail@expresslaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Thomas Wages, member.

A copy of the Debtor's list of two unsecured creditors is available
for free at http://bankrupt.com/misc/wawb17-10684.pdf


WEATHERFORD INTERNATIONAL: CVI Investments Holds 9.9% Equity Stake
------------------------------------------------------------------
CVI Investments, Inc. and Heights Capital Management, Inc.,
reported in an amended Schedule 13G filed with the Securities and
Exchange Commission that as of Dec. 31, 2016, they beneficially own
101,309,998 ordinary shares, $.001 par value per share, of
Weatherford International public limited company representing 9.9
percent of the shares outstanding.

The number of Shares reported as beneficially owned consists of (i)
68,174,657 Shares and (ii) Shares issuable upon exercise of
warrants.  The Warrants are not exercisable to the extent that the
total number of Shares then beneficially owned by a Reporting
Person and its affiliates and any other persons whose beneficial
ownership of Shares would be aggregated with such Reporting Person
for purposes of Section 13(d) of the Exchange Act, would exceed
9.99%.

The Company's Prospectus Supplement (to Prospectus dated Nov. 16,
2016, Registration No. 333-194431), dated Nov. 16, 2016, indicates
there were 980,978,754 Shares outstanding as of the completion of
the offering of the Shares referred to therein.

Heights Capital Management, Inc., which serves as the investment
manager to CVI Investments, Inc., may be deemed to be the
beneficial owner of all Shares owned by CVI Investments, Inc.

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

                      https://is.gd/oTV3Ap

                        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.


WEATHERFORD INTERNATIONAL: Vanguard Group Reports 8% Equity Stake
-----------------------------------------------------------------
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 78,549,012 shares of common stock of Weatherford
International PLC representing 8 percent of the shares
outstanding.

Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The
Vanguard Group, Inc., is the beneficial owner of 533,195 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 659,808 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/RQsAPz

                        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.


WILKINSON FLOOR: Seeks to Hire Blake D. Gunn as Legal Counsel
-------------------------------------------------------------
Wilkinson Floor Covering, Inc. seeks approval from the U.S.
Bankruptcy Court in Arizona to hire legal counsel in connection
with its Chapter 11 case.

The Debtor proposes to hire the Law Office of Blake D. Gunn to give
legal advice regarding its duties under the Bankruptcy Code,
prepare a bankruptcy plan, and provide other legal services.

The hourly rates charged by the firm are:

     Blake Gunn             $300
     Associate Attorney     $175
     Law Clerks             $100
     Paralegals              $75

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

The firm can be reached through:

     Law Office of Blake D. Gunn
     Blake D Gunn, Esq.
     P.O. Box 22146
     Mesa, AZ 85277-2146
     Tel: 480-270-5073
     Fax: 480-393-7162
     Email: blake.gunn@gunnbankruptcyfirm.com

                 About Wilkinson Floor Covering

Wilkinson Floor Covering, Inc. sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Ariz. Case No. 17-01228) on
February 9, 2017.  The petition was signed by Stephen E. Wilkinson,
president.  The case is assigned to Judge Eddward P. Ballinger Jr.

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


ZODIAC INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Zodiac Industries Inc.
        One Martin Place
        Port Chester, NY 10573

Case No.: 17-22236

Chapter 11 Petition Date: February 16, 2017

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

Judge: Hon. Robert D. Drain

Debtor's Counsel: Dawn Kirby, Esq.
                  DELBELLO DONNELLAN WEINGARTEN WISE &
                  WIEDERKEHR, LLP
                  One North Lexington Avenue
                  White Plains, NY 10601
                  Tel: (914) 681-0200
                  Fax: 914-681-0288
                  E-mail: dkirby@ddw-law.com

Total Assets: $242,908

Total Liabilities: $1.04 million

The petition was signed by Frank Pasqualini, president.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/nysb17-22236.pdf


[*] Jon Emswiler Joins B. Riley's Corporate Restructuring Team
--------------------------------------------------------------
B. Riley & Co., LLC, a full service investment bank and a
wholly-owned subsidiary of B. Riley Financial, Inc. on Feb. 16,
2017, disclosed that Jon Emswiler has joined the firm as Managing
Director to expand and enhance B. Riley's Corporate Restructuring
practice.

Mr. Emswiler will be based in B. Riley's New York office and brings
over 15 years of experience with stressed/distressed credit,
distressed situations, and bankruptcy related matters.  His focus
has been on providing opportunistic investing opportunities
throughout the capital structure, with an emphasis on
stressed/distressed credit and special situations.

"We're thrilled to have a person of Jon's caliber and vast
experience join the B. Riley platform," said Perry Mandarino,
Senior Managing Director and Head of Corporate Finance.  "We are
seeing more opportunities in the restructuring space, and having
Jon's expertise and background will enable us to continue to expand
and grow our restructuring practice."

"Our investment in the restructuring group reflects the success and
continued momentum we see bringing Perry and his team on board.  We
are very excited to have Jon and know he will be an integral part
of the team's growing success," said Bryant Riley, Chairman and CEO
of B. Riley Financial.

When asked about his new role with B. Riley, Mr. Emswiler
responded, "I'm excited to help expand B. Riley's corporate
restructuring business as I believe that there are tremendous
growth opportunities for us.  Leveraging B. Riley's entrepreneurial
spirit and full range of services is a perfect fit for the needs of
clients in these times."

Prior to joining B. Riley, Mr. Emswiler was a Managing Director at
Imperial Capital, as well as a Managing Director at Fixed Income
Capital Markets at Stifel.  The foundation of his expertise in
Corporate Restructuring was developed as a Director at Zolfo
Cooper, a boutique-consulting firm that advises on complex
reorganizations.  Mr. Emswiler holds an M.B.A. in finance and
accounting from Fordham University Graduate School of Business and
a B.B.A. from Roanoke College.

                       About B. Riley & Co.

B. Riley & Co., LLC is an investment bank which provides corporate
finance, research, and sales & trading to corporate, institutional
and high net worth individual clients.  Investment banking services
include initial, secondary and follow-on offerings, institutional
private placements, and merger and acquisitions advisory services.
The firm is nationally recognized for its highly ranked proprietary
equity research. B. Riley & Co., LLC is a member of FINRA and
SIPC.

B. Riley Financial, Inc. -- http://www.brileyco.com/-- is a
publicly traded, diversified financial services company which takes
a collaborative approach to the capital raising and financial
advisory needs of public and private companies and high net worth
individuals.  The Company operates through several wholly-owned
subsidiaries, including B. Riley & Co., LLC, Great American Group,
LLC (www.greatamerican.com), and B. Riley Capital Management, LLC
(which also includes B. Riley Asset Management (www.brileyam.com)
and B. Riley Wealth Management, (www.brileywealth.com)).  The
Company also makes proprietary investments in other businesses,
such as the acquisition of United Online, Inc. (www.untd.com) in
July 2016, where B. Riley Financial, Inc. is uniquely positioned to
leverage its expertise and assets in order to maximize value.


[*] Moody's Forecasts Lower Default Rate for 2017
-------------------------------------------------
The global default rate for speculative-grade companies rated by
Moody's Investors Service is expected to decline to 3.0% by the end
of 2017 from 4.5% in 2016, the rating agency says in its
just-published annual default study. The overall default rate for
speculative-grade and investment-grade issuers combined is expected
to retreat even lower, to 1.5% from 2.1% during the same period.

"We have based Moody's benign default outlook for 2017 on the
tightening high-yield spreads and sufficient liquidity in the
capital markets," said Sharon Ou, a Moody's Vice President --
Senior Credit Officer. "Also noteworthy is the fact that many
weaker commodity companies, especially oil companies have already
defaulted, while the remaining, healthier ones, have seen improved
access to the capital markets as investor sentiment has turned more
positive due to higher oil prices."

Moody's expects the overall default rate for commodity companies to
fall sharply this year, to 3.4% from 12.6% in 2016. The high
default rate for commodity sector in 2016 was caused by low oil
prices, among other factors, and more than half of last year's 144
defaults documented by Moody's occurred in commodity sectors, with
the large majority of them in North America.

The count of Moody's-rated defaults in 2016 was almost 25% higher
than it was in 2015, while default volume also rose, to $135
billion in 2016 from about $100 billion in 2015, Ou says. Last
year's largest defaulter was Brazilian telecommunications giant Oi
S.A., which filed for bankruptcy with approximately $14 billion of
debt.

The issuer-weighted average recovery rate for senior unsecured
bonds was 31.3% in 2016, down from 37.6% in 2015. The decline was
mainly driven by energy defaults which suffered from low trading
prices post default.

"Credit quality weakened in 2016, though the deterioration tapered
off in the second half of the year," Ou added. "Rating downgrades
outpaced upgrades as a result, with the oil and gas sector seeing
the most deterioration, followed by the electricity sector, and
metals and mining."

Rating accuracy measures such as Average Default Position in
general show that Moody's ratings successfully highlight credit
risk. The average one-year Average Default Position has measured
91.5% since 1983.


                            *********

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
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                            *********

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
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