TCR_Public/170303.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, March 3, 2017, Vol. 21, No. 61

                            Headlines

40 YEAR MILLWORK: U.S. Trustee Unable to Appoint Committee
500 NORTH AVENUE: Unsecureds to Get $700,000 Over 10 Years
ALLIANCE ONE: Axar Capital Reports 10.5% Stake as of Dec. 31
ALLY FINANCIAL: Boston Partners Ceases to be 5% Shareholder
ALPHATEC HOLDINGS: Deerfield Mgmt. et al. No Longer Shareholders

ALPHATEC HOLDINGS: Siri Marshall Resigns as Director
AMC PROPERTIES: Plan Outline Okayed, Plan Hearing Set for April 18
ANGIOSOMA INC: CEO Holds 100% of Series E Preferred Shares
ANGIOSOMA INC: David Summers Does Not Own Preferred Shares
AOXING PHARMACEUTICAL: Posts $32,960 Net Loss for Second Quarter

APOLLO ENDOSURGERY: HBM Healthcare Ceases to be 5% Shareholder
ASANDA INC: Has Final Authorization to Use Cash Collateral
AVIS BUDGET: S&P Assigns 'BB-' Rating on EUR250MM Sr. Notes
BALZARINI REALTY: Plan Outline Okayed, Plan Hearing on April 25
BARTON PROPERTIES: Lopez Buying Port Chester Property for $1.2M

BIG SKY: Colo. Judge Denies Chapter 11 Examiner Appointment
BILL BARRETT: Boston Partners Ceases to be 5% Shareholder
BIOLARGO INC: Extends CFO's Emloyment Until Sept. 30
BLUELINE RENTAL: Moody's Rates New 2nd Lien $1.025BB Notes Caa1
CABALLO2015 LLC: Disclosures OK'd; Plan Hearing on April 12

CALIFORNIA PROTON: Case Summary & 10 Unsecured Creditors
CARLMAC-MCKINNON'S: Reinhart Objects to Disclosure Statement
CASCO INVESTMENTS: U.S. Trustee Unable to Appoint Committee
CERRITOS REFERENCE: Unsecureds to be Paid $160K Under Latest Plan
CHAPARRAL ENERGY: Selling De Minimis Assets for $450K

CHRISTOPHER MICHAEL JUSTICE: IRS Wants Tax Returns Appeal Junked
CITI CARS: U.S. Trustee Unable to Appoint Committee
CLARKE PROJECT: Seeks to Hire Raimond Pettit as Accountant
COLE-PARMER INSTRUMENT: Moody's Assigns B3 CFR
COLOR LANDSCAPES: Has Interim Approval to Use BB&T Cash Collateral

COMPOUNDING DOCS: U.S. Trustee Unable to Appoint Committee
COMPREHENSIVE VASCULAR: Case Summary & 15 Unsecured Creditors
CONNTECH PRODUCTS: Disclosures OK'd; Plan Hearing on March 28
CONNTECH PRODUCTS: Latest Plan to Pay UST Fees Upon Confirmation
CPI HOLDCO: S&P Assigns 'B' CCR; Outlook Stable

CPI INTERNATIONAL: Moody's Revise Outlook to Pos. & Affirms B3 CFR
CREEKSIDE CANCER CARE: Hearing on Cash Collateral Use on March 3
DACCO TRANSMISSION: Unsecureds to Get Pro Rata Share of $500,000
DR. MARCEL GEGATI: U.S. Trustee Unable to Appoint Committee
DYNACAST INT'L: Moody's Affirms B2 Corporate Family Rating

DYNACAST INTERNATIONAL: S&P Affirms 'B' CCR; Outlook Stable
ESSAR STEEL: Wants To Enter Into Agreements With Union Steelworkers
FANOUS JEWELERS: Plan Outline Okayed, Plan Hearing Set for April 5
FORESIGHT ENERGY: Fitch Assigns 'B-' Issuer Default Rating
FORESIGHT ENERGY: S&P Affirms 'B-' CCR & Revises Outlook to Stable

FRONTIER COMMUNICATIONS: S&P Lowers CCR to 'B+' on Weak Results
GAGE COUNTY, NE: Faces $30M Judgment, On the Brink of Bankruptcy
GOLF SUPPLY: Duane Morris to Auction Collateral on March 7
GROUP MIDLAND: Has Interim Approval to Use PBB Cash Collateral
HAIN CELESTIAL: Receives Lender Waiver & Credit Facility Extension

HANJIN SHIPPING: Creditors Fighting Over Sale of Shipping Container
HIDALGO INDUSTRIAL: Wants Immediate Access to Cash Collateral
HILTON WORLDWIDE: Moody's Assigns Ba1 Rating to $750MM Term Loan
HOLOGIC INC: S&P Raises Rating to 'BB+' on Continued Deleveraging
HUMBLE SURGICAL: Files For Chapter 11 Bankruptcy Protection

ITT EDUCATIONAL: Robins Kaplan Appointed Co-Counsel to Trustee
JOHN Q. HAMMONS: WICP Buying Lindon Property for $3.2 Million
JOSEPH DETWEILER: Court Dismisses Chapter 11 Case
KENAN ADVANTAGE: S&P Affirms 'B+' Rating on Sr. Sec. Facilities
KIMBOB INC: Case Summary & 8 Unsecured Creditors

LAPS ENTERPRISES: U.S. Trustee Unable to Appoint Committee
LEARNING ENHANCEMENT: Sale of Assets to JZA for $630K Approved
LEHMAN BROTHERS: LBI Trustee Proposes $228M for 5th Distribution
LEI MACHINING: Disclosures Get Conditional OK; April 5 Plan Hearing
LIFE PARTNERS: Thompson & Knight Fights for $25.3M in Fees

LIMITED STORES: Sycamore Partners Acquires Brand, IP Assets
LMCHH PCP: Hires Young Conaway as Co-Counsel
LOUISIANA MEDICAL: Hires Alston & Bird as Counsel
LOUISIANA MEDICAL: Proposes Garden City as Administrative Advisor
LOUISIANA MEDICAL: Sets Sales Protocol for Miscellaneous Property

MARK LABGOLOD: Counsel Asks Court To Junk $1M Malpractice Suit
MCLAIN COMPANY: Hires Michael Rose as Attorney
MEDAK TRUCKING: Names Patricia Rivera as Accountant
MICHIGAN POWER: S&P Affirms 'BB+' Rating on $216MM Term Loan
MIDWAY GOLD: Unsecureds to Get 10%-15% Under New Liquidating Plan

MISSISSIPPI POWER: Moody's Assigns Ba1 CFR; Outlook Negative
NAMAL ENTERPRISES: Taps Tranzon Driggers as Real Estate Broker
NATURAL RESOURCE: S&P Puts 'CCC+' CCR on CreditWatch Positive
NAVISTAR INTERNATIONAL: S&P Raises CCR to 'B-', Off CreditWatch
NEPHROS INC: Appoints Andrew Astor as Chief Financial Officer

NEW MILLENNIUM: Moody's Lowers Corporate Family Rating to Caa3
NEW WORLD CONDOMINIUM: Court Approves Amended Disclosure Statement
NEWBURY COMMON: Unsecureds to Recoup Up to 65% Under Plan
NEXT COMMUNICATIONS: U.S. Trustee Unable to Appoint Committee
NICHOLAS DENTON: Seeks Dismissal of Chapter 11 Case

OAKS OF PRAIRIE: Has Interim OK Use Cash Collateral Until March 31
OPTIMA SPECIALTY: Committee Tries to Block DIP Financing OK
ORION PROCESSING: Consumer Financial Wants $107MM Judgment OK'd
ORLEANS HOMEBUILDERS: Court Enjoins Condo Association's Claims
PACHECO BROTHERS: Taps Kornfield Nyberg as Legal Counsel

PANAMA CITY INVESTMENTS: March 30 Plan Confirmation Hearing
PBA EXECUTIVE: U.S. Trustee Unable to Appoint Committee
PELLERIN ENERGY: Involuntary Chapter 11 Case Summary
PENNGOOD LLC: Unsecureds to Receive 13% Under 2nd Amended Plan
PFO GLOBAL: Hires Orenstein Law as Counsel

PFO GLOBAL: Taps Haynes and Boone as Special Corporate Counsel
PIONEER NATURAL: Moody's Ups Rating on Sr. Sub. Shelf from (P)Ba1
PREMIER KIDS: Voluntary Chapter 11 Case Summary
PRICEVILLE PARTNERS: Plan Trustee Hires Maples Law as Counsel
PRINCESS POLLY: Case Summary & 20 Largest Unsecured Creditors

PURADYN FILTER: Glenhill Advisors et al. Have 7.8% Equity Stake
RABBE FARMS: Plan Outline Okayed, Plan Hearing Set for April 6
RESOURCE CAPITAL: Mark McKinney Sues Directors for Refusing Probe
RICHARD DODDS: Sale of Craig Residence to Wightman for $300K Okayed
RITA RESTAURANT: Has Interim OK to Continue Using Cash Collateral

ROSETTA GENOMICS: Amends 5.17M Shares Resale Prospectus with SEC
ROSETTA GENOMICS: Yitzhak Peterburg Quits as Director
ROUST CORP: Amended Plan is Effective as of Feb. 17
RUXTON DESIGN: Seeks Court Approval on Cash Collateral Use
SALON MEDIA: Incurs $6.27 Million Net Loss in Third Quarter

SEATRUCK INC: U.S. Trustee Unable to Appoint Committee
SEMINOLE TRACKS: Seeks to Hire Triple Crown as Broker
SEMINOLE TRACKS: Taps Giuseppe Brusa as Accountant
SIXTY SIXTY CONDOMINIUM: U.S. Trustee Unable to Appoint Committee
SKG THE PARK: Case Summary & 6 Unsecured Creditors

SKG THE PARK: Case Summary & 6 Unsecured Creditors
STAFFING GROUP: Iroquois Capital No Longer Owns Shares
STONE ENERGY: Announces Continued Listing of New Shares
STONE ENERGY: Reports Financial Results for Fourth Quarter 2016
SUMMIT MIDSTREAM: Moody's Assigns B3 Corporate Family Rating

SUMMIT MIDSTREAM: S&P Assigns 'B-' CCR; Outlook Stable
TARA RETAIL: Taps Woomer Nistendirk as Accountants
TELESIS CENTER: S&P Lowers Rating on 2013 Educational Bonds to 'B-'
TERRA GOLD: Case Summary & 2 Unsecured Creditors
TERRA GOLD: Case Summary & 2 Unsecured Creditors

THQ INC: Executives Want Reconsideration of Class Action Revival
TK DIVERSIFIED: Colo. Judge Denies Chap. 11 Examiner Appointment
TK HOLDINGS: Colo. Judge Denies Chap. 11 Examiner Appointment
TK INDUSTRIAL: Colo. Judge Denies Chap. 11 Examiner Appointment
TRUMP ENT: Nathan Schultz Wants Aug. 23 Claim Objection Deadline

TWIN PEAKS: S&P Cuts Rating on Debts to BB+ on Revised Methodology
ULTRA PETROLEUM: Barclays Loan to Allow Opco to Ink Hedging Deals
ULTRA PETROLEUM: Unveils New Gas Processing Contracts
ULTRAPETROL (BAHAMAS): Taps Seward & Kissel as Maritime Counsel
ULTRAPETROL BAHAMAS: Hires AlixPartners as Financial Advisor

ULTRAPETROL BAHAMAS: Hires Miller Buckfire as Financial Advisor
ULTRAPETROL BAHAMAS: Hires Zirinsky Law as Lead Attorneys
ULTRAPETROL BAHAMAS: Taps Hughes Hubbard as Attorneys
UNITED ROAD: Hires Rust/Omni as Claims and Noticing Agent
UNITY RESPIRATORY: Case Summary & 18 Largest Unsecured Creditors

UNITY RESPIRATORY: Case Summary & 18 Largest Unsecured Creditors
US VIRGIN ISLANDS: S&P Puts 'B' Rating on Notes on Watch Neg.
VANDER INTERMEDIATE: S&P Affirms 'B' CCR; Outlook Negative
VANITY SHOP: Case Summary & 20 Largest Unsecured Creditors
VERMILION ENERGY: Moody's Assigns B2 Rating to US$300MM Notes

VERMILION ENERGY: S&P Assigns 'BB-' CCR; Outlook Stable
VSI LIQUIDATING: Court Confirms Plan of Liquidation
WALTER H. BOOTH: Court Allows Cash Collateral Use Through April 28
WESTERN STATES: Wants to Use Cash Collateral for Ramada Hotel
WESTMOUNTAIN GOLD: Case Summary & 20 Largest Unsecured Creditors

WESTMOUNTAIN GOLD: Case Summary & 20 Largest Unsecured Creditors
WESTPORT HOLDINGS: Resident Committee Taps Jennis Law as Counsel
WET SEAL: Hires Donlin Recano as Administrative Agent
[^] BOOK REVIEW: The First Junk Bond

                            *********

40 YEAR MILLWORK: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of 40 Year Millwork LLC as of
March 1, according to a court docket.

40 Year Millwork LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-10611) on January 19,
2017.  The petition was signed by Freddie M. Bush, managing member.


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


500 NORTH AVENUE: Unsecureds to Get $700,000 Over 10 Years
----------------------------------------------------------
500 North Avenue, LLC, filed with the U.S. Bankruptcy Court for the
District of Connecticut on Feb. 27 a fifth amended disclosure
statement referring to the Debtor's plan of reorganization.

Class 16 claims are impaired by the Plan.  These are the claims of
the present unsecured creditors and those creditors that become
unsecured as the result of (i) the application of Section 506(a) of
the Bankruptcy Code and (ii) the abandonment by the estate of the
real property known as 28 York Street and 2060 East Main Street, in
Bridgeport, Connecticut.

The unsecured creditors will receive a pro rata distribution of
$700,000 over the period of 120 months from the Effective Date.
The distribution will be made as follows: (i) semi-annual
installments of $25,000 (twice per year) commencing upon the
Effective Date of the Plan for a period of 72 months and (ii)
commencing 72 months after the Effective Date of the Plan, in
semi-annual installments of $50,000.

The Debtor has obtained commitments from its equity holder, Joseph
Regensburger, and account debtors Red Rose, Inc., and Gus Curcio,
Sr., to fund payments totaling $375,000 to the Debtor by the
Effective Date of the Plan.  The Debtor intends to use these funds
on the Effective Date to satisfy (i) all outstanding real property
tax obligations on the properties located at (a) 500 North Avenue,
Bridgeport, Connecticut, (b) 10 Fifth Avenue, Stratford,
Connecticut, and (c) 1794 Barnum Avenue, Bridgeport, Connecticut;
(ii) the initial $36,000 distribution to the Colacurcios; (iii) all
priority claims; and (iv) the initial $25,000 distribution to
unsecured creditors.  In addition to the $375,000 Plan funding
commitment, the Debtor intends to fund its Plan payments through
the leasing and development of its properties and the collection of
other receivables.

The Fifth Amended Disclosure Statement is available at:

           http://bankrupt.com/misc/ctb14-31094-343.pdf

                    About 500 North Avenue

500 North Avenue, LLC, and Long Brook Station, LLC, filed Chapter
11 petitions (Bankr. D. Conn. Case Nos. 14-31094 and 14-31095) on
June 6, 2014.  The petitions were signed by Joseph Regensburger,
member.  The Debtors are represented by Douglas S. Skalka, Esq., at
Neubert, Pepe, and Monteith, P.C.  The case is assigned to Judge
Julie A. Manning.

500 North Avenue estimated assets at $1 million to $10 million and
liabilities at $10 million to $50 million at the time of the
filing.  Long Brook estimated assets at $500,000 to $1 million and
liabilities at $1 million to $10 million at the time of the filing.


ALLIANCE ONE: Axar Capital Reports 10.5% Stake as of Dec. 31
------------------------------------------------------------
Axar Capital Management, LP, Axar GP, LLC and Andrew Axelrod
disclosed in an amended Schedule 13G filed with the Securities and
Exchange Commission that as of Dec. 31, 2016, they beneficially own
939,386 shares of common stock of Alliance One International, Inc.
which represents 10.5 percent of the shares outstanding.

The percentage ownership is based on 8,941,875 shares of Common
Stock, reported as outstanding as of Oct. 31, 2016, according to
the Issuer's quarterly report on Form 10-Q, filed Nov. 7, 2016.
This number excludes 785,313 shares owned by a wholly owned
subsidiary that is not entitled to vote its shares.

Axar Master Fund, Ltd., is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds
from the sale of, more than 5% of the shares of Common Stock
reported herein that may be deemed to be beneficially owned by the
Reporting Persons.

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

                     https://is.gd/UZLA2Z

                      About Alliance One

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

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

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

                       *     *     *

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

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


ALLY FINANCIAL: Boston Partners Ceases to be 5% Shareholder
-----------------------------------------------------------
Boston Partners disclosed in a regulatory filing with the
Securities and Exchange Commission that as of Dec. 31, 2016, it
beneficially owns 19,028,848 shares of common stock of Ally
Financial Inc. representing 4.03 percent of the shares outstanding.
A full-text copy of the Schedule 13G/A is available at
https://is.gd/vUPCet

                      About Ally Financial

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

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

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

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

                           *     *     *

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

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

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

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


ALPHATEC HOLDINGS: Deerfield Mgmt. et al. No Longer Shareholders
----------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, James E. Flynn, Deerfield Mgmt, L.P., Deerfield
Management Company, L.P., Deerfield Special Situations Fund, L.P.,
Deerfield Private Design Fund II, L.P. and Deerfield Private Design
International II, L.P. reported that as of Dec. 31, 2016, they have
ceased to beneficially own shares of common stock of Alphatec
Holdings, Inc.  A full-text copy of the regulatory filing is
available for free at https://is.gd/hxvUHw

                  About Alphatec Holdings

Alphatec Holdings, Inc., is a medical technology company focused
on the design, development and promotion of products for the
surgical treatment of spine disorders.  The Company has a
comprehensive product portfolio and pipeline that addresses the
cervical, thoracolumbar and intervertebral regions of the spine
and
covers a variety of spinal disorders and surgical procedures.  Its
principal product offerings are focused on the global market for
fusion-based spinal disorder solutions.  The Company believes that
its products and systems are attractive to surgeons and patients
due to enhanced product features and benefits that are designed to
simplify surgical procedures and improve patient outcomes.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has recurring
operating losses and has a working capital deficiency. In addition,
the Company has not complied with certain covenants of loan
agreements with its lenders and has significant debt obligations
due in December 2016.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.

As of Sept. 30, 2016, Alphatec had $96.02 million in total assets,
$134.23 million in total liabilities and a total stockholders'
deficit of $38.21 million.


ALPHATEC HOLDINGS: Siri Marshall Resigns as Director
----------------------------------------------------
Siri S. Marshall resigned as a director of Alphatec Holdings, Inc.,
and its subsidiary, Alphatec Spine, Inc. on Feb. 8, 2017.  Ms.
Marshall's resignation was not the result of any disagreements
between Ms. Marshall and the Company on any matter relating to the
Company's operations, policies or practices, according to a Form
8-K report filed with the Securities and Exchange Commission.

The Board of Directors of the Company and its subsidiary, Alphatec
Spine, Inc., appointed David H. Mowry to its Board of Directors, to
fill the vacancy created by Ms. Marshall's resignation, for a term
commencing on Feb. 8, 2017, and expiring at the Annual Meeting of
Stockholders of the Company in 2017 and until his successor is duly
elected and qualifies, unless he sooner dies, retires or resigns.
The Board of Directors has determined that Mr. Mowry satisfies the
current "independent director" standards established by the rules
of The Nasdaq Stock Market.  As of Feb. 14, 2017, Mr. Mowry has not
been appointed to any committee of the Board of Directors.  

Mr. Mowry, age 54, currently serves as president and chief
executive officer of Vyaire Medical, a recognized global leader in
the respiratory diagnostics, ventilation, and anesthesia delivery
and patient monitoring market segments, a position he has held
since May 2016.  From October 2015 to May 2016 he served as
Executive Vice President and Chief Operating Officer and member of
the board of directors of Wright Medical Group N.V. (Nasdaq: WMGI),
a global medical device company focused on extremities and
biologics products, and during this time period he was also a
member of the board of directors of EndoChoice Holdings, Inc.
(NYSE: GI), a company focused on the manufacturing and
commercialization of platform technologies relating to the
treatment of gastrointestinal conditions.  Prior to Wright Medical
Group, Mr. Mowry served as president and chief executive officer
and member of the board of directors of Tornier N.V. (Nasdaq:
TRNX) from February 2013 until October 2015, at which time Tornier
and Wright Medical Group merged, and prior to that, as chief
operating officer of Tornier from 2011 to 2013.  Prior to this, Mr.
Mowry held executive leadership positions at Covidien plc, ev3,
Inc. and Zimmer Spine, Inc.  Mr. Mowry received a B.S. in
Engineering from the United States Military Academy at West Point.


Mr. Mowry will receive annual cash compensation in accordance with
the Company's standard compensation program for independent
directors.  In addition, it is anticipated that Mr. Mowry will
enter into the Company's standard form of indemnification agreement
for non-employee directors.

There are no other arrangements or understandings between Mr. Mowry
and any other person pursuant to which he was selected to serve on
the board of directors.  There are no family relationships between
Mr. Mowry and any director or executive officer of the Company, and
he has no direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation
S-K.

                   About Alphatec Holdings

Alphatec Holdings, Inc., is a medical technology company focused
on the design, development and promotion of products for the
surgical treatment of spine disorders.  The Company has a
comprehensive product portfolio and pipeline that addresses the
cervical, thoracolumbar and intervertebral regions of the spine and
covers a variety of spinal disorders and surgical procedures.  Its
principal product offerings are focused on the global market for
fusion-based spinal disorder solutions.  The Company believes that
its products and systems are attractive to surgeons and patients
due to enhanced product features and benefits that are designed to
simplify surgical procedures and improve patient outcomes.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has recurring
operating losses and has a working capital deficiency. In addition,
the Company has not complied with certain covenants of loan
agreements with its lenders and has significant debt obligations
due in December 2016.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.

As of Sept. 30, 2016, Alphatec had $96.02 million in total assets,
$134.23 million in total liabilities and a total stockholders'
deficit of $38.21 million.


AMC PROPERTIES: Plan Outline Okayed, Plan Hearing Set for April 18
------------------------------------------------------------------
AMC Properties LLC is now a step closer to emerging from Chapter 11
protection after a bankruptcy judge approved the outline of its
plan of reorganization.

Judge Frank Bailey of the U.S. Bankruptcy Court for the District of
Massachusetts gave the thumbs-up to the disclosure statement after
finding that it contains "adequate information."

The order set an April 10 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 April 18, at 11:00 a.m.  

The plan proposes to pay in full Lenders Trust's unsecured claim in
the amount of $45,707.  The creditor will receive payment upon
confirmation of the plan.

Meanwhile, Santander, a secured creditor, will be paid equal
monthly payments of principal and interest only at 5% for 84 months
amortized over 25 years with a balloon payment due on the 84th
month.  Santander asserts a $250,050 claim, which is secured by all
assets of AMC Properties.

                     About AMC Properties

AMC Properties LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Case No. 16-12914) on July 28,
2016.  The petition was signed by Adrian T. Moylette, manager.
The Debtor is represented by Norman Novinsky, Esq., at Novinsky &
Associates.  

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

The Debtor is a limited liability corporation based in Norwell,
Massachusetts, that buys, sells, leases, rents, owns, subdivides
and manages properties.  The Debtor's primary assets are the
buildings located at 803-805 Essex Street, and 188-66 Gale Street,
Lawrence, Massachusetts; and the income that is generated by the
operation of the buildings.


ANGIOSOMA INC: CEO Holds 100% of Series E Preferred Shares
----------------------------------------------------------
Alex K. Blankenship, president and chief executive officer of
AngioSoma, Inc., disclosed in a Schedule 13D filed with the
Securities and Exchange Commission that as of Jan. 25, 2017, he
beneficially owns 1,000,000 shares of Series E Preferred Stock, par
value $.001 per share, of AngioSoma representing 100 percent of the
shares outstanding.

Pursuant to the terms of that certain Voting Agreement dated Jan.
25, 2017, by and between Alex K. Blankenship, and Mr. David P., Ms.
Blankenship delivered to Mr. Summers the exclusive, irrevocable
right to vote all shares of Preferred Stock beneficially owned by
Ms. Blankenship.

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

                     https://is.gd/8tc9VM

                     About Angiosoma Inc.

Angiosoma Inc., a Nevada corporation, was incorporated on Sept. 16,
2010.  The Company was formed to design and manufacture both panel
and engineered/tooled custom vacuum formed instrument panels and
wiring harnesses, required for the monitoring of any final product
that utilizes a gas or diesel engine source.  The Company is
currently primarily an oil and gas exploration company.

As of June 30, 2016, Angiosoma had $3.25 million in total assets,
$713,110 in total liabilities and $2.53 million in total
stockholders' equity.

For the period from inception (April 29, 2016) through June 30,
2016, the Company had a net loss of $83,918 and negative cash flow
from operating activities of $12,001.  As of June 30, 2016, the
Company had negative working capital of $648,128.  Management does
not anticipate having positive cash flow from operations in the
near future.  These factors raise a substantial doubt about the
Company's ability to continue as a going concern, as disclosed in
the Company's quarterly report on Form 10-Q for the period ended
June 30, 2016.


ANGIOSOMA INC: David Summers Does Not Own Preferred Shares
----------------------------------------------------------
David P. Summers, a consultant to AngiSoma, Inc., reported in a
Schedule 13D filed with the Securities and Exchange Commission that
as of Jan. 25, 2017, he beneficially owns no shares of AngiSoma's
Series E Preferred Stock, par value $.001 per share.

Pursuant to the terms of that certain Voting Agreement dated
Jan. 25, 2017, by and between Alex K. Blankenship, and Mr. Summers,
Ms. Blankenship delivered to Mr. Summers the exclusive, irrevocable
right to vote all shares of Preferred Stock beneficially owned by
Ms. Blankenship.

Mr. Summers confirms that he is entitled to exclusive voting rights
of the Preferred Stock and is the person with the exclusive right
to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, any of the shares of Preferred Stock
beneficially owned by Alex K. Blankenship, president and chief
executive officer of AngioSoma.

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

                     https://is.gd/oYTSEB

                     About Angiosoma Inc.

Angiosoma Inc., a Nevada corporation, was incorporated on September
16, 2010.  The Company was formed to design and manufacture both
panel and engineered/tooled custom vacuum formed instrument panels
and wiring harnesses, required for the monitoring of any final
product that utilizes a gas or diesel engine source.  The Company
is currently primarily an oil and gas exploration company.

As of June 30, 2016, Angiosoma had $3.25 million in total assets,
$713,110 in total liabilities and $2.53 million in total
stockholders' equity.

For the period from inception (April 29, 2016) through June 30,
2016, the Company had a net loss of $83,918 and negative cash flow
from operating activities of $12,001.  As of June 30, 2016, the
Company had negative working capital of $648,128.  Management does
not anticipate having positive cash flow from operations in the
near future.  These factors raise a substantial doubt about the
Company's ability to continue as a going concern, as disclosed in
the Company's quarterly report on Form 10-Q for the period ended
June 30, 2016.


AOXING PHARMACEUTICAL: Posts $32,960 Net Loss for Second Quarter
----------------------------------------------------------------
Aoxing Pharmaceutical Company, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $32,960 on $8 million of sales for the three months
ended Dec. 31, 2016, compared to net income of $2.18 million on
$8.19 million of sales for the same period during the prior year.

For the six months ended Dec. 31, 2016, the Company reported net
income of $358,797 on $15.57 million of sales compared to net
income of $3.53 million on $16.94 million of sales for the same
period a year ago.

As of Dec. 31, 2016, Aoxing had $58.72 million in total assets,
$40.91 million in total liabilities and $17.80 million in total
equity.  The Company's cash balance as of Dec. 31, 2016, was
$6,848,691, compared to $6,912,100 as of June 30, 2016.  

Operations during the six month period ended Dec. 31, 2016,
provided $222,874 in cash, as compared to $714,855 cash used in
operations during the six month period ended Dec. 31, 2015.

"Despite the decline in net income year-over-year for the six
months ended December 31, 2016, cash flow from operation for the
six months ended December 31, 2016 was better than a year ago. This
incongruity occurred because the decline in net income was almost
entirely attributable to a $2,979,245 bad debt write off that we
recorded during the six months ended December 31, 2016. Since,
during that same period, the $3,331,374 increase in accrued
expenses and other current liabilities, $1,200,053 increase in
accounts payable, and the $694,449 reduction in inventory served to
offset most of the $5,985,664 increase in accounts receivable, our
operations for the six months ended December 31, 2016 yielded
positive cash flow.  In contrast, during the six months ended
December 31, 2015 we used cash to significantly reduce our accounts
payable and to increase our inventory, which resulted in a net use
of cash in operations for the period.  During this reporting
period, we did not make any major investment.

"Our working capital deficit on December 31, 2016 was $9,672,535,
compared to $10,948,767 as of June 30, 2016.  The improvement
resulted primarily from a $5,985,664 increase in accounts
receivable, although the effect of that increase on our balance
sheets was partially offset by the $2,979,245 bad debt expense that
we recorded in the six months ended December 31, 2016.  The
increase in accounts receivable reflects the conversion of our
marketing program from a distributor network to direct sales to
hospitals, since accounts receivable from hospitals typically take
longer to collect than those from distributors.

"The Company's negative working capital is primarily due to our
accumulated deficit, which we have been partially funded by taking
short-term bank loans.  The Company is able to operate with
negative net working capital because of loans from banks and
related parties that are rolled-over or refinanced as needed.  The
Company believes future positive operating cash flows, continued
support from related parties, and the ability to continue to roll
over short-term debt, taken together, provide adequate resources to
fund ongoing operations in the foreseeable future.  The Company may
also seek equity financing to replace both short-term and long-term
debts.  The Company believes that the market demand for its main
product will recover in the near term and the sales from several
new products in future years will produce substantial positive cash
flow.

"Management of the Company believes that the Company's large
negative working capital will continue to improve during fiscal
year 2017.  Management expects the improvement to come from
improved operating results, by extending short term into longer
term loans, and by selling equity and converting debt to equity.
Management anticipates that these improvements will enable the
Company to reduce current high interest expenses and fund on-going
operations.  The management of the Company has taken a number of
actions and will continue to address this situation in order for
the Company to achieve a sound financial position going forward,"
as disclosed in the report.

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

                    https://is.gd/NIbzE5

                       About Aoxing

Aoxing Pharmaceutical Company, Inc., has one operating
subsidiary, Hebei Aoxing Pharmaceutical Co., Inc., which is
organized under the laws of the People's Republic of China.
Since 2002, Hebei Aoxing has been engaged in developing narcotics
and pain management products.  In 2008 Hebei Aoxing supplemented
its product lines by acquiring Shijiazhuang Lerentang
Pharmaceutical Company, Ltd., a specialty pharmaceutical company
focusing on herbal pain related therapeutics.  The Company owns
95% of the equity in Hebei Aoxing.

Aoxing Pharmaceutical reported net income attributable to
shareholders of the Company of $5.49 million on $25.48 million of
sales for the year ended June 30, 2015, compared to a net loss
attributable to shareholders of the Company of $8.21 million on
$12.7 million of sales for the year ended June 30, 2014.


APOLLO ENDOSURGERY: HBM Healthcare Ceases to be 5% Shareholder
--------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, HBM Healthcare Investments (Cayman) Ltd. disclosed that
as of Dec. 31, 2016, it beneficially owns 36,114 shares of common
stock of Apollo Endosurgery, Inc. representing 0.3375% of the
shares outstanding.  The percentage is calculated based upon
10,688,992 shares of common stock outstanding by the Company as
reported on Dec. 29, 2016.

Voting and investment power over the shares held by HBM Healthcare
Investments (Cayman) Ltd. is exercised by the board of directors of
HBM Healthcare Investments (Cayman) Ltd.  The board of directors of
HBM Healthcare Investments (Cayman) Ltd. consists of Jean-Marc
Lesieur, Sophia Harris, Richard Coles, Dr. Andreas Wicki, and Paul
Woodhouse, none of whom has individual voting or investment power
with respect to the shares.  Includes warrants exercisable for
17,266 shares of Common Stock.

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

                     https://is.gd/eYJir1

                   About Apollo Endosurgery

Apollo Endosurgery, Inc. -- http://www.apolloendo.com/-- is a
medical device company focused on less invasive therapies for the
treatment of obesity, a condition facing over 500 million people
globally, as well as other gastrointestinal disorders.  The
Company's device based therapies are an alternative to invasive
surgical procedures, thus lowering complication rates and reducing
total healthcare costs.  Apollo's products are offered in over 80
countries.

On Dec. 29, 2016, a wholly owned subsidiary of Lpath, Inc. merged
with and into Apollo Endosurgery, Inc. resulting in Original Apollo
becoming a wholly owned subsidiary of Lpath.  At the Effective
Time, Lpath effected a name change to "Apollo Endosurgery, Inc."
Each share of Original Apollo common stock (after adjusting for the
1-for-5.5 reverse split of common stock effected by the Issuer
immediately following consummation of the Merger) was exchanged for
0.31632739 shares of the Issuer's common stock at the Effective
Time of the Merger.

Lpath reported a net loss of $10.01 million on $1.59 million of
total revenues for the year ended Dec. 31, 2015, compared to a net
loss of $16.55 million on $5.08 million of total revenues for the
year ended Dec. 31, 2014.

As of Sept. 30, 2016, Lpath had $4.04 million in total assets,
$1.35 million in total liabilities and $2.69 million in total
stockholders' equity.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on Lpath's consolidated financial statements for the
year ended Dec. 31, 2015, citing that the Company's recurring
losses and negative operating cash flows raise substantial doubt
about the Company's ability to continue as a going concern.


ASANDA INC: Has Final Authorization to Use Cash Collateral
----------------------------------------------------------
Judge James L. Garrity, Jr., of the U.S. Bankruptcy Court for the
Southern District of New York authorized Asanda, Inc., to use cash
collateral, on a final basis.

The Debtor is authorized to use cash collateral, substantially in
accordance with the 13 week budget annexed to the Debtor's Motion,
in an aggregate amount up to the actual anticipated cash needs of
the Debtor during the Chapter 11 case through and including either:
(a) the confirmation of a plan of reorganization, (b) the
conversion or dismissal of the Chapter 11 case, or (c) an uncured
default after notice and opportunity to cure.

On Deck Capital, Inc. and American Express Bank FSB assert that
they hold a duly perfected security interest in all of the Debtor's
personal property, including the proceeds thereof, by virtue of
their respective loan and security agreements.  As of the Petition
Date, the Debtor is indebted to On Deck Capital and AmEx Bank in
the approximate aggregated amount of $160,000 and the Debtor
asserted that it was current in its payment obligations as of the
Petition Date.  

On Deck Capital and AmEx Bank are granted replacement liens in the
cash collateral, to the extent that said liens were valid,
perfected and enforceable as of the Petition Date and in the
continuing order of priority of the Pre-Petition Liens, but solely
to the extent of collateral diminution that occurs during the
Chapter 11 case, subject only to the Carve-outs.

The Carve-outs consist of:

      (a) the claims of Chapter 11 professionals duly retained and
to the extent awarded pursuant to Section 330 or 331 of the
Bankruptcy Code or pursuant to any monthly fee order entered in the
Chapter 11 case,

      (b) U.S. Trustee fees pursuant to 28 U.S.C. Section 1930 and
interest pursuant to 31 U.S.C. Section 3717, and

      (c) the payment of any allowed claim of any subsequently
appointed Chapter 7 trustee to the extent of $10,000.

In addition, the Debtor will pay On Deck Capital and AmEx Bank
monthly interest only debt service payments at the contractual
interest rate set forth in their respective Loan Agreements, which
payment will be applied only to On Deck Capital's and AmEx Bank's
allowed secured claim.

The Debtor's authorization to use cash collateral, and On Deck
Capital and AmEx Bank's consent thereto, will immediately terminate
on the earlier of:

      (a) the entry of an order granting relief from the automatic
stay with respect to any property of the Debtor in which On Deck
Capital and AmEx Bank claim a lien or security interest, whether
pursuant to the Consent Order or otherwise,

      (b) the entry of an order dismissing the Debtors' Chapter 11
case or converting this case to a case under Chapter 7 of the
Bankruptcy Code,

      (c) the entry of an order confirming a Chapter 11 plan, or

      (d) the entry of an order by which the Consent Order will
reversed, revoked, stayed, rescinded, modified or amended without
the consent of On Deck Capital and AmEx Bank thereto.

A full-text copy of the Final Order, dated Feb. 23, 2017, is
available at
https://is.gd/ZP48ui

                            About Asanda Inc.

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

Asanda Inc. and Asanda Park Avenue each filed chapter 11 petitions
(Bankr. S.D.N.Y. Case Nos 17-10054 and 17-10055) on Jan. 11, 2017.
The petitions were signed by Gene Frisco, managing director.  The
case is assigned to Judge James L. Garrity, Jr.  At the time of the
filing, each of the Debtors estimated assets and liabilities to be
between $1 million to $10 million each.

The Debtors are represented by Erica Feynman Aisner, Esq., and
Jonathan S. Pasternak, Esq., at Delbello, Donnellan, Weingarten,
Wise & Wiederkehr, LLP.  The Debtors tapped Matthew Walters, Esq.,
of the Law Offices of Gerard A. Walters d/b/a Walters and Walters,
as their Landlord Litigation Counsel.


AVIS BUDGET: S&P Assigns 'BB-' Rating on EUR250MM Sr. Notes
-----------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '5'
recovery rating to Parsippany, N.J.-based car and truck renter Avis
Budget Group Inc.'s (Avis Budget) EUR250 million senior notes due
2025.  The '5' recovery rating indicates S&P's expectation that
lenders would receive modest recovery (10%-30%; rounded estimate:
20%) of their principal in the event of a payment default.

Avis Budget Finance PLC is issuing the notes.  The company will use
the proceeds to redeem its 6.000% senior notes due 2021, a portion
of its floating-rate notes due 2017, pay fees and other related
offering expenses, and for general corporate purposes.

S&P's ratings on Avis Budget reflect the company's position as one
of the largest global car rental companies and the
price-competitive and cyclical nature of on-airport car rentals.
S&P's ratings also incorporate the relatively stable cash flow that
the company's car rental business generates--even during periods of
earnings weakness--and its substantial capital spending
requirements, which it has the ability to reduce if industry or
economic conditions warrant.  S&P assess the company's business
risk profile as satisfactory and its financial risk profile as
aggressive.

The stable outlook on Avis Budget reflects that, despite some
pricing pressure, S&P expects the company's credit metrics to
remain relatively consistent over the next year with EBIT interest
coverage in the high-1x area, a funds from operations (FFO)-to-debt
ratio in the low-20% area, and a debt-to-capital ratio in the
high-90% area.

Although unlikely, S&P could raise its ratings on Avis over the
next year if the company is able to execute on its various
operating initiatives, including its fleet and pricing
optimization, such that its EBIT interest coverage exceeds 1.9x or
its debt-to-capital ratio declines below 90% and remains there on a
sustained basis.

Although unlikely over the next year, S&P could lower its ratings
on Avis if a greater-than-expected level of pricing pressure causes
the company's EBIT interest coverage to decline below 1.3x and
remain there on a sustained basis.

RATINGS LIST

AVIS Budget Group Inc.
Corporate Credit Rating            BB/Stable/--

New Rating

Avis Budget Finance PLC
EUR250M Senior Nts Due 2025          BB-
  Recovery Rating                   5(20%)



BALZARINI REALTY: Plan Outline Okayed, Plan Hearing on April 25
---------------------------------------------------------------
Balzarini Realty, LLC, is now a step closer to emerging from
Chapter 11 protection after a bankruptcy judge approved the outline
of its plan of reorganization.

Judge Frank Bailey of the U.S. Bankruptcy Court for the District of
Massachusetts gave the thumbs-up to the disclosure statement after
finding that it contains "adequate information."

The order set an April 17 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 April 25, at 11:00 a.m..  The hearing will take place at J.W.
McCormack Post Office & Court House, Courtroom 3, 5 Post Office
Square, 12th Floor, Boston, Massachusetts.

The plan proposes to pay administrative creditors in full, and pay
16 Massasoit Avenue's secured claim in the amount of $250,485 over
25 years at a fixed interest rate of 5%.  Massasoit will receive
monthly payments of its secured claim.

Sources of payments include Balzarini's rental income and
miscellaneous funds that accumulated during the pendency of its
bankruptcy case.

                     About Balzarini Realty

Balzarini Realty, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Case No. 16-10005) on January 4,
2016.  The petition was signed by Anthony Balzarini, manager.

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

The Debtor is represented by Laurel E. Bretta, Esq., at Bretta &
Grimaldi P.A., in Medford, Massachusetts.


BARTON PROPERTIES: Lopez Buying Port Chester Property for $1.2M
---------------------------------------------------------------
Barton Properties New York, LLC, asks the U.S. Bankruptcy Court for
the Southern District of New York to authorize the purchase
agreement in connection with the private sale of real property
located and known as 7 & 10 Willow Street, Port Chester, New York,
to Luis E. Lopez for $1,235,000, subject to higher and better
offers.

A hearing on the Motion is set for March 28, 2017 at 10:00 a.m.
Objections, if any, must be filed at least 3 days prior to the
Hearing Date.

The Debtor is a single asset real estate entity that owns a 4,500
square foot commercial building located at 7 Willow Street, Port
Chester, New York and a parking lot across the street located at 10
Willow Street, Port Chester, New York.

The Property has a fair market value of approximately $1,300,000
based upon the listing placed by the Court authorized real estate
broker and the assessed valuation as set forth in the tax search.

Titan Capital ID, LLC holds a first priority secured lien against
the Property in the alleged approximate amount of $887,081 as of
Jan. 12, 2017, not inclusive of Bankruptcy Legal Fees and Costs, or
per diem charges for Jan. 13, 2017 going forward (at a rate of $237
per day).  Titan asserts such amount in its Motion to Dismiss
Chapter 11 Case and/or for Relief from Stay, dated Jan. 17, 2017,
but has not yet filed its proof of claim.

In addition, the Debtor owes real estate taxes to the Town of Rye
Receiver of Taxes for the 7 Willow Street Property in the
approximate amount of $22,271 and for the 10 Willow Street Property
in the approximate amount of $1,327.  The real estate taxes will
increase at $140 a day from the present time until the closing in
April and should therefore increase by approximately $11,000.

The Debtor is party to a Lease, dated Dec. 1, 2015; and Addendum to
Lease, dated Aug. 1, 2016 ("Lease") for the Property as Landlord
with the Purchaser, as Tenant.  Per the Lease, the term commences
and the Tenant's rent payment obligation begins on the day that the
Tenant has received the authorizations necessary from Port Chester,
New York in order to permit the Tenant to operate a restaurant at 7
Willow Street.  Should the Tenant not receive the requisite
authorizations from Port Chester, New York by June 30, 2017, either
party may cancel and terminate this Lease on 10 days prior written
notice.

The Property to be conveyed by the Debtor is its only asset, other
than some miscellaneous kitchen equipment with little to no value.

The efforts employed by the Debtor to sell the Property were
successful and resulted in the Purchase and Sale Agreement with
Purchaser for the purchase price of $1,235,000.  The Debtor intends
to convey title to the Property to the Purchaser and assign to the
Purchaser all of its interest in the Lease (if necessary), in
accordance with the Purchase and Sale Agreement, dated Jan. 25,
2017, and the Modification Agreement, dated Feb. 23, 2017 between
the Debtor and the Purchaser.

The key provisions of the Agreement are:

          a. The purchase price is $1,235,000.

          b. The Purchaser has paid to the Seller the sum of
$10,000 ("Cash Deposit") upon execution of the Agreement with the
balance due at the closing of the Agreement.  Alter & Brescia, LLP,
Bankruptcy Counsel to the Debtor and Escrow Agent pursuant to the
Agreement, are in receipt of the Cash Deposit, which has been
deposited in an IOLA interest bearing escrow account at Signature
Bank.

          c. The Property being sold will be free and clear of all
liens, claims, encumbrances and interests and all "as is" and
"where situated."

          d. The Seller will pay the commission owed to C.J. Pagano
& Sons, Inc. in connection with the Agreement in the amount of
$12,350 (representing 1% of the purchase price of $1,235,000 and 4%
less than if sold to a different purchaser) at the closing from the
proceeds of the sale.

          e. In the event that a higher and better offer is
accepted and approved by the Court, the Purchaser will be entitled
to a $10,000 breakup fee.

          f. The Agreement is subject to and conditioned upon the
approval by the Court.

          g. The Closing of the transaction will take place no
later than April 15, 2017.

          h. The Modification Agreement contains provisions
pursuant to which the financing contingency, the environmental
engineering and due diligence contingencies are withdrawn.

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

        http://bankrupt.com/misc/Barton_Properties_25_Sales.pdf

As of the time of the execution of the Agreement with the
Purchaser, his offer was the highest offer made on the Property.
Additionally, because the Purchaser's offer is the only firm offer
made, the Debtor believes that Purchaser's offer is also the best
offer for the Property.  Other parties have shown interest and made
inquiries in the Property but none of those parties have made
offers to purchase.  The Debtor, therefore, believes that the
Property should be made available to other potential purchasers, in
accordance with the provisions of Section 363 of the Bankruptcy
Code and the Property will continue to be shown and any future
offers considered.

The proposed Agreement with the Purchaser will yield sufficient
proceeds to pay all of the Debtor's creditors in full, as well as
all closing costs of the sale transaction, most of which will be
paid at the closing of the transaction and in accordance with the
Motion, with a surplus remaining for the Debtor's sole member. As
such, the Debtor submits that the relief sought is in the best
interests of the estate and its creditors.

The Debtor submits that the private sale of the Property is
reasonable and a sale at auction is not warranted as it will not
yield any greater purchase price or any greater recovery to the
creditors of the Debtors' estate.  The Debtor will continue to
entertain other offers, pending the Court's approval of the
Agreement and the actual closing of title to the Property.

The Debtor submits that it is in the best interest of the estate to
obtain immediate approval of the Contract so as to comply with the
requirements of the Agreement which provides for a closing date no
later than April 30, 2017.

The Debtor asks authority to satisfy the Titan mortgage obligation,
as well as the taxes due to the Town of Rye in full from the sale
proceeds of the sale of the Property at the closing.  The total of
the amount due to Titan and the Town of Rye is in the approximate
amount of $920,000, and the broker is due $12,350 thereby leaving
approximately $303,650 in surplus proceeds ("Surplus Proceeds"),
exclusive of any adjustments at closing.  

The Surplus Proceeds are more than sufficient to pay all remaining
closing adjustments, administrative expensive and creditors in
full.

Because the Debtor will be unable to close if certain pre-petition
secured and priority tax debts, claims, and closing adjustments are
not paid at the time of closing, the Debtor asks authority to pay
such charges as may be required at closing.

The Debtor anticipates making these payments at closing: (i)
payment of the Titan first mortgage in full; (ii) payment of any
outstanding pre-petition and post-petition real estate taxes to the
Town of Rye; (iii) payment of the broker's commission to C.J.
Pagano & Sons in the amount of $12,350 (1% of the Purchase Price);
and (iv) all other closing costs associated with the sale of real
property.

As set forth, the Debtor anticipates approximately $303,650 (before
closing adjustments) in Surplus Proceeds from the sale of the
Property.  Any Surplus Proceeds will be placed in the escrow
account of the Debtor's counsel and disbursed only in accordance
with the further Orders of the Court.

The Debtor asks the Court to approve the sale of the Property to
the Purchaser pursuant to the terms and conditions of the
Agreement, but subject to the provisions of Section 363 of the
Bankruptcy Code.  The instant Motion is being served upon all
parties who expressed an interest in purchasing the Property,
prepetition and post petition, and are advised that unless a higher
and better offer is made to purchase the Property, the Debtor seeks
Court approval of the sale of the Property to the Purchaser in
accordance with the Agreement.

Should a third party make an offer that is higher and better than
the terms and conditions as set forth in the Agreement with the
Purchaser, prior to the closing of the transaction, the Debtor
reserves its rights to reject the Agreement between the Debtor and
the Purchaser pursuant to Section 365 and/or any applicable
provision of the Bankruptcy Code.  The claim of the Purchaser will
be the amount of the "break-up" fee, as set forth in the Debtor's
Agreement with the Purchaser.

The Purchaser can be reached at:

          Luis E. Lopez
          560 Westchester Avenue
          Rye Brook, NY 10573
          Telephone: (914) 826-1041

The Purchaser is represented by:

          Mario DeMarco, Esq.
          1 Gateway Plaza, #2A
          Port Chester, NY
          Telephone: (914) 937-2213
          E-mail: demarcomario@aol.com

                About Barton Properties New York

Barton Properties New York LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-23715) on Dec.
14, 2016.  The petition was signed by Benjamin Barton, managing
member.

The case is assigned to Judge Robert D. Drain.  The Debtor hired
Alter & Brescia, LLP as bankruptcy counsel.

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

No trustee, examiner or committee of unsecured creditors has been
appointed in the Debtor's case.


BIG SKY: Colo. Judge Denies Chapter 11 Examiner Appointment
-----------------------------------------------------------
Judge Elizabeth E. Brown of the U.S. Bankruptcy Court for the
District of Colorado entered an Order for TK Industrial, LLC,
denying its Motion for Joint Administration and Motion to Appoint
Examiner.

Based on the Order, the Court converted the Chapter 11 case, and
the three of the four other cases that were subject of the Motion
for Joint Administration, to cases under Chapter 7 of the
Bankruptcy Code. Therefore, the Motion for Joint Administration is
rendered moot. Moreover, the Court also mooted the Debtor's Motion
for Appointment of an Examiner following its Order denying the
Debtors' motions to employ a proposed counsel in all but one of the
related cases.

              About Big Sky

Big Sky, LLC filed a Chapter 11 petition (Bankr. D. Colo. Case No.
16-21020) on November 10, 2016. Thomas F. Quinn, Esq. represents
the Debtor.


BILL BARRETT: Boston Partners Ceases to be 5% Shareholder
---------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Boston Partners disclosed that as of Dec. 31, 2016, it
beneficially owns 1,107,167 shares of common stock of Bill Barrett
Corp representing 1.5 percent of the shares outstanding.  A
full-text copy of the regulatory filing is available for free at
https://is.gd/2LhrA8

                      About Bill Barrett

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

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

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

                            *    *    *

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

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


BIOLARGO INC: Extends CFO's Emloyment Until Sept. 30
----------------------------------------------------
BioLargo, Inc. and its Chief Financial Officer Charles K. Dargan,
II formally agreed to extend the engagement agreement dated Feb. 1,
2008, pursuant to which Mr. Dargan has been serving as the
Company's chief financial officer.  The Engagement Extension
Agreement dated as of Feb. 10, 2017, provides for an additional
term to expire Sept. 30, 2017, and is retroactively effective to
the termination of the prior extension on Oct. 1, 2016.

Mr. Dargan will be compensated through the issuance of an option to
purchase 300,000 shares of the Company's common stock, at a strike
price of $0.69 per share which is equal to the closing price of the
Company's common stock on Feb. 10, 2017, to expire Feb. 10, 2027,
and to vest over the term of the engagement with 125,000 shares
having vested as of Feb. 10, 2017, and the remaining shares to vest
25,000 shares monthly beginning March 1, 2017, and each month
thereafter, so long as this Agreement is in full force and effect.

Mr. Dargan will continue to be reimbursed for business expenses he
incurs in connection with the performance of his services as the
Company's chief financial officer.  All other provisions of the
Engagement Agreement not expressly amended pursuant to the
Engagement Extension Agreement remain the same, including
provisions regarding indemnification and arbitration of disputes.

                          BioLargo

BioLargo, Inc., is a provider of platform technologies.  The
Company's products are used to eliminate contaminants that threaten
the water, health and quality of life.  Its technology has
commercial applications within several industries.  The Company
focuses on four areas: water treatment; industrial odor control
applications; commercial, household and personal care products
(CHAPP), and advanced wound care.  Its AOS Filter combines iodine,
water filter materials and electrolysis within a water filter
device.  It generates oxidation potential in order to oxidize and
breakdown or otherwise eliminate, soluble organic contaminant,
which are found in contaminated water.

As of Sept. 30, 2016, Biolargo had $1.96 million in total assets,
$2.12 million in total liabilities and a total stockholders'
deficit of $160,094.

Haskell & White LLLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has suffered
recurring losses, negative cash flows from operations and has
limited capital resources.  These matters raise substantial doubt
about the Company's ability to continue as a going concern.


BLUELINE RENTAL: Moody's Rates New 2nd Lien $1.025BB Notes Caa1
---------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to BlueLine
Rental, LLC's new $1.025 billion Sr. Secured Second Lien Notes.
BlueLine Rental, LLC and BlueLine Rental Finance Corporation are
anticipated to be the co-issuers of the notes. Moody's also
assigned a B3 CFR and B3-PD Probability of Default (PD) rating to
BlueLine, a subsidiary of Vander Intermediate Holding II
Corporation (Vander II). The rating outlook for BlueLine remains
stable. Proceeds of the transaction will include paying down the
$760 million senior secured 2nd lien global notes issued at
BlueLine, $201 million PIK global notes issued under Vander II, and
pay call premiums as well as related expenses with minimal
remaining residual cash on the company's balance sheet. Moody's
will withdraw the B3 CFR, B3-PD PDR, and debt instrument ratings at
Vander Intermediate Holding II Corporation as well as rating on the
current 2nd lien notes upon transaction close to reflect the
issuance of debt at the operating company BlueLine.

The following rating actions were taken:

Assignments:

Issuer: BlueLine Rental, LLC

-- Senior secured 2nd lien notes, Assigned Caa1 (LGD4)

-- Corporate Family Rating, Assigned B3

-- Probability of Default Rating, Assigned B3-PD

Outlook Actions:

Issuer: BlueLine Rental, LLC

-- Outlook, Remains Stable

Withdrawals:

Issuer: Vander Intermediate Holding II Corporation

-- Corporate Family Rating, Withdrawn upon transaction close

-- Probability of Default Rating, Withdrawn upon transaction
    close

-- $252mm SR Pay-In-Kind Global Notes, Withdrawn upon transaction

    close

Issuer: BlueLine Rental, LLC

-- $760mm Senior secured 2nd lien notes, Withdrawn upon
    transaction close

RATINGS RATIONALE

The B3 CFR rating at BlueLine reflects elevated leverage of just
under 6 times for 2017 on a Moody's adjusted basis and the
expectation of improved free cash flow profile resulting from lower
capital expenditures for 2017 versus 2016. Leverage remains high
for the rating category and the company has had an aggressive
financial profile. Moreover, the company has low EBITDA margin when
compared to peers. Moody's therefore consider the company to be
weakly positioned in the B3 rating category. Based on BlueLine's
restructuring initiatives and improved equipment profile, Moody's
anticipates enhanced credit statistics over the next year.
Nevertheless, the company still has a significant concentration in
earthmoving equipment although the concentration has declined as
aerial equipment has increased. Moody's considers earthmoving
equipment to be more cyclical than access equipment as it is often
strongest during economic growth cycles but can soften
significantly during periods of economic contraction. The rating
anticipates steady leverage reduction from EBITDA growth through
2018 to levels more supportive of the rating.

The stable ratings outlook reflects the expectation for EBITDA
growth and leverage reduction to result in improving metrics so
that debt to EBITDA was to improve towards 5.5 times over the next
18 months. Moreover, the company's EBITDA margin is lower than many
of its peers thereby leading us to expect its expense reduction
strategies to yield higher margins and contribute to EBITDA
growth.

The rating may be downgraded if debt to EBITDA was sustained above
6 times or if EBITDA margin deteriorated below 27% and was
anticipated to weaken further. Moody's notes that the company's
EBITDA margins are considered low and there is significant room for
improvement when compared to peers. A further decline in equipment
utilization rates could also result in downward ratings pressure.
Any additional shareholder friendly actions at any of the companies
associated with the corporate family, given it paid a large
dividend in 2014, would cause rating pressure.

Given the company's relatively small size, high leverage and its
recent history of negative cash flows to fund a large capital
expenditure program, a rating upgrade is unlikely over the near
term. However, were leverage to be maintained below 4 times the
rating outlook or the rating could benefit.

BlueLine's liquidity profile is characterized as adequate supported
by good availability under the $475 million asset-based revolving
credit facility. Cash flow from operations are anticipated to cover
basic cash requirement but needs revolver to cover capital
expenditures. The revolver is governed by springing first lien net
leverage ratio and fixed charge coverage ratio, tested when
availability falls below $47.5 million that is not likely to be
tested over the near-term. The company has some sources of
alternative liquidity to draw from in the event of a liquidity
squeeze even though most of its assets have been pledged to the
ABL.

The proposed 2nd lien senior secured notes issued by BlueLine
Rental, LLC is rated Caa1, one notch below the B3 Corporate Family
Rating, reflecting its junior position to the 1st lien revolving
credit facility (unrated). The $475 million asset backed revolving
credit facility has a first lien on substantially all of the assets
of the borrowers and guarantors. The notes will be secured by a
second-priority security interest in the same collateral.

BlueLine Rental, LLC, previously Volvo Construction Equipment
Rents, LLC headquartered in Woodlands, Texas is a Delaware limited
liability company and a direct subsidiary of Vander Intermediate
Holding II Corporation. The company offers a comprehensive line of
earthmoving, aerial, and various other construction equipment to
service customers across multiple end markets, including
industrial, energy, infrastructure, residential and non-residential
construction and non-construction markets. Full year 2016 revenues
are approximately $658 million. The company is owned by affiliate
of Platinum Equity.

The principal methodology used in these ratings was Equipment and
Transportation Rental Industry published in December 2014.



CABALLO2015 LLC: Disclosures OK'd; Plan Hearing on April 12
-----------------------------------------------------------
The Hon. Brenda K. Martin of the U.S Bankruptcy Court for the
District of Arizona has approved the disclosure statement filed by
Caballo2015, LLC, referring to the Debtor's plan of reorganization,
which proposes to pay all allowed claims within five years of the
Effective Date.

A hearing to consider the confirmation of the Plan will be held on
April 12, 2017, at 11:00 a.m.

No creditor or other party-in-interest filed an objection to the
Disclosure Statement.

On Feb. 22, 2017, in response to the Court's directions, the Debtor
proposed certain modifications to the Disclosure Statement.  The
Court found that the Amended Disclosure Statement contains adequate
information that will allow creditors and parties-in-interest to
accept or reject the Plan.

The last day for filing with the Court written acceptances or
rejections of the Plan is one week prior to the Hearing.

The last day for filing objections to confirmation of the Plan is
fixed at five business days prior to the Hearing.

The written report required by Local Bankruptcy Rule 3018-1 will be
filed three business days prior to the Hearing.

As reported by the Troubled Company Reporter on Dec. 19, 2016, the
Debtor filed with the Court the Disclosure Statement, which stated
that only these creditors will receive treatment as secured claims
under Class 2: PNC Mortgage, PNC Bank, Wells Fargo Mortgage, and
The Lemoine Group, Inc.  

                         About Caballo2015

Headquartered in Paradise Valley, Arizona, Caballo2015, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No.
15-15659) on Dec. 14, 2015, listing $1.2 million in total assets
and $1.4 million in total liabilities.  The petition was signed by
Ignacio Martinez, manager.


CALIFORNIA PROTON: Case Summary & 10 Unsecured Creditors
--------------------------------------------------------
Debtor: California Proton Treatment Center, LLC
        9730 Summers Ridge Road
        San Diego, CA 92121

Case No.: 17-10477

Type of Business: Health Care

Chapter 11 Petition Date: March 1, 2017

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Hon. Selber Silverstein

Debtor's
General
Counsel:             LOCKE LORD LLP

Debtor's Co-counsel: Christopher A. Ward, Esq.
                     POLSINELLI PC
                     222 Delaware Avenue, Suite 1101
                     Wilmington, DE 19801
                     Tel: 302-252-0920
                     Fax: 302-252-0921
                     E-mail: cward@polsinelli.com

Debtor's
Investment
Banker:              CAIN BROTHERS & COMPANY, LLC

Debtor's
Financial
Advisor:             CARL MARKS ADVISORY GROUP LLC

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The petition was signed by Jette Campbell, chief restructuring
officer.

Debtor's List of 10 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
MMBC Proton, Inc.                  Billing Services      $275,000
2509 Pascoli Place
Lexington, KY 40509
Greg Pope
Tel: 859-351-1615
Email: gpope@mmbcradiation.com

San Diego Gas & Electric               Utilities         $194,960
Email: jyates@semprautilies.com

SCG Capital Corporation             Equipment Lease       $95,000
Email: lkongsynonh@scglease.com

GE Healthcare                       Service Contract      $48,125
Email: scott.golay@ge.com             on Equipment

Varian Medical Systems, Inc.           Agreement          $33,153
Email: magnus.momsen@varian.com

CompuOne Corporation                    Service           $26,611
Email: tera@compuone.com              Agreements

Cardon Capital Partners                 Service           $18,055
Email: wcardon@cardoncapital          Agreements
       partners.com

San Diego Water & Wastewater Services  Utilities           $4,189
Email: customercare@sandiego.gov

ACC Business                           Utilities           $3,595
Email: RM-accfinance@accbusiness.com

DownStream Services Inc.               Utilities           $1,200
Email: roxyi@downstreamservices.com


CARLMAC-MCKINNON'S: Reinhart Objects to Disclosure Statement
------------------------------------------------------------
Reinhart Foodservice, L.L.C., objects to the final approval of
Carlmac-McKinnon's, Inc.'s disclosure statement and confirmation of
its plan.

Reinhart filed a proof of claim against the Debtor for a total of
$132,898.95, including an asserted administrative priority amount
of $25,510.94 for goods delivered to the Debtor in the 20 days
prior to the Petition Date. Reinhart's claim is no. 3 on the claims
register. Accordingly, Reinhart holds an administrative claim and a
Class 3, non-insider claim against the Debtor under the Combined
Liquidating Plan and Disclosure Statement for Small Business Debtor
filed by the Debtor.

Reinhart complains that the Plan's reference to administrative
claims only references post-petition trade debt (which the Debtor
alleges has been paid in full) and professional fees. There is no
mention of administrative claims under section 503(b)(9), nor does
the Plan account for the allowance or payment of such
administrative claims.

Instead, the Plan makes certain assumptions about secured claims,
professional fees, and the pool of unsecured claims, and then
suggests that $13,000 will be available for unsecured creditors.

Furthermore, because the Plan does not contemplate 503(b)(9)
administrative claims such as Reinhart's, there is no provision for
payment in cash of Reinhart's administrative claim on the Effective
Date of the Plan, as required by 11 U.S.C. section 1129(a)(9).

For the said reasons, Reinhart respectfully requests that the Court
deny final approval of the disclosure statement included with the
Plan, deny confirmation of the Plan, and grant such other and
further relief as the Court finds is just and equitable.

Reinhart Foodservice, L.L.C.is represented by:
    
     John J. Dussi, Esq.
     Cohn & Dussi, LLC
     500 West Cummings Park, Suite 2350
     Woburn, Massachusetts 01801
     Tel: (781) 494-0200
     Email: jdussi@cohnanddussi.com

                   About Carlmac-McKinnon's

Carlmac-McKinnon's, Inc., owns and operates a retail meat market
and grocery store located in Somerville, Massachusetts, from which
it generates its revenues.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
Mass. Case No. 15-14530) on Nov. 23, 2015. The petition was
signed by Clementino Palmariello, president, director, and
shareholder.

Nina M. Parker, Esq., at Parker & Associates, serves as the
Debtor's bankruptcy counsel. The Debtor estimated assets at
$50,001 to $100,000 and liabilities at $500,001 to $1 million at
the time of the filing.


CASCO INVESTMENTS: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Casco Investments, Inc., as of
March 1, according to a court docket.

Casco Investments, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 16-26517) on December 13, 2016,
disclosing under $1 million in both assets and liabilities.  The
Debtor is represented by the Law Office of Mark S. Roher, P.A.


CERRITOS REFERENCE: Unsecureds to be Paid $160K Under Latest Plan
-----------------------------------------------------------------
Unsecured creditors of Cerritos Reference Laboratory, Inc., will be
paid $160,718 or 50% of their claims, according to the company's
latest plan to exit Chapter 11 protection.

The restructuring plan proposes to pay $160,718.32 to Class 3
unsecured creditors in two years.  Creditors will receive a
quarterly payment of $20,089.79 starting on July 15, 2021.

Cerritos' original plan filed on Dec. 15 last year proposed to pay
$175,030.02 to unsecured creditors in two years, and make a
quarterly payment of $21,878.75.

The company also reduced the total amount of unsecured claims
allowed by the court to $321,436.57 from $350,060.03, according to
its latest disclosure statement filed on Feb. 23 with the U.S.
Bankruptcy Court for the Central District of California.

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

The court is set to hold a hearing on April 6, at 8:30 a.m., to
consider the company's motion to approve its disclosure statement.


The request, if granted by the court, would allow the company to
start soliciting votes for its restructuring plan.

                    About Cerritos Reference

Cerritos Reference Laboratory, Inc. sought protection under Chapter
11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-14824) on
April 14, 2016.  The petition was signed by Arturo Pamintuan,
president.  The case is assigned to Judge Sandra R. Klein.

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


CHAPARRAL ENERGY: Selling De Minimis Assets for $450K
-----------------------------------------------------
Chaparral Energy, Inc., and affiliates filed a notice with the U.S.
Bankruptcy Court for the District of Delaware indicating that
they're selling de minimis assets located in Kingfisher County,
Oklahoma, to Oklahoma Energy Acquisitions, LP ("OEA") for
$450,000.

On Aug. 15, 2016, the Court entered an Order Establishing
Procedures to Sell, Transfer, or Abandon Certain De Minimis Assets
("Sale Order") authorizing the Debtors to sell certain surplus,
obsolete, non-core, unused, or burdensome assets ("De Minimis
Assets").

Pursuant to the Sale Order, the Debtors propose to sell these De
Minimis Assets: (i) oil and gas leases; and (ii) 25%-75% of
Chaparral's interest in the oil and gas leases, subject to the
terms of a Farmout Agreement.

The material terms of the Farmout Agreement are:

   a. OEA will drill wells on land relating to Chaparral's oil and
gas leases.

   b. OEA will receive a 75% interest in oil and gas leases
relating to the wellbore for wells drilled by OEA, and 25% interest
in other depths of such wells.

   c. Upon recovering the costs of drilling, OEA will return 2/3
(i.e. a 50% interest) of its interest in the wellbore for wells
drilled by OEA.

There are no known liens against the De Minimis Assets.

A copy of the list of the oil and gas leases attached to the Notice
is available for free at:

           
http://bankrupt.com/misc/Chaparral_Energy_868_Sales.pdf

Pursuant to the Sale Order, any recipient of the Notice may object
to the proposed sale within 10 calendar days of service of the
Notice.  If there is any objection that is not resolved by the
Objection Deadline, the Debtors may not sell the De Minimis
Assets.

               About Chaparral Energy, Inc.

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

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

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

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

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

The Office of the U.S. Trustee on May 18, 2016, disclosed that no
official committee of unsecured creditors has been appointed in
the
cases.

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


CHRISTOPHER MICHAEL JUSTICE: IRS Wants Tax Returns Appeal Junked
----------------------------------------------------------------
Vidya Kauri at Bankruptcy Law360 reports that the IRS is urging the
U.S. Supreme Court to reject Florida resident Christopher Michael
Justice's petition for review of an Eleventh Circuit decision that
he filed his tax returns too late to shed the associated
liabilities in bankruptcy.  No conflict on the issue exists in
lower courts, the report states, citing the IRS.


CITI CARS: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Citi Cars Inc. as of March 1,
according to a court docket.

Citi Cars Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Fla. Case No. 16-26681) on December 19, 2016.
The petition was signed by Bahram Armakan, president.  At the time
of filing, the Debtor estimated assets at $100,000 to $500,000 and
liabilities at $500,000 to $1 million in estimated liabilities.  

The Debtor is represented by John A. Moffa, Esq., at Moffa &
Breuer, PLLC.


CLARKE PROJECT: Seeks to Hire Raimond Pettit as Accountant
----------------------------------------------------------
Clarke Project Solutions, Inc. seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire an
accountant.

The Debtor proposes to hire Raimond Pettit Group to provide
tax-related advice, prepare and file its income tax returns, and
provide other accounting services related to its Chapter 11 case.

The hourly rates charged by the firm are:

     Tim Pettit          $425
     George Shewchuk     $285
     Ericka Hayes        $155
     Nubia Gallo         $140
     Tiffany Loh         $125
     Lisa Largen         $110

George Shewchuk, manager of Raimond, disclosed in a court filing
that the firm is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code.

The firm can be reached through:

     George Shewchuk
     Raimond Pettit Group
     4500 East Pacific Coast Highway, Suite 300
     Long Beach, CA 90804-3275
     Tel: 562-494-1121
     Fax: 562-597-1804

                 About Clarke Project Solutions

Clarke Project Solutions, Inc., f/k/a Cumming Clarke, based in
Mission Viejo, California, filed a Chapter 11 petition (Bankr. C.D.
Cal. Case No. 17-10402) on Feb. 2, 2017.  The petition was signed
by Chris Clarke, president. The Debtor is represented by Pamela Jan
Zylstra, Esq., at Pamela Jan Zylstra: A Professional Corporation.

The case is assigned to Judge Theodor Albert. The Debtor estimated
assets at $1 million to $10 million and liabilities at $500,000 to
$1 million at the time of the filing.

The Debtor has hired Dale K. Quinlain, Esq., at Quinlan Law
Corporation as special litigation counsel.


COLE-PARMER INSTRUMENT: Moody's Assigns B3 CFR
----------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) and a B3-PD Probability of Default Rating (PDR) to the new
holding parent of Cole-Parmer Instrument Company, LLC, Churchill
Merger Sub, LLC (interchangeably called "Cole-Parmer").
Concurrently, Moody's assigned a B2 rating to the company's
proposed $40 million first lien senior secured revolver and to the
$410 million first lien senior secured term loan as well as a Caa2
rating to the proposed $180 million second lien senior secured term
loan. The rating outlook is stable.

Proceeds from the first lien and the second lien term loans plus
$410 million of equity and cash will be used to finance the
leveraged buyout (LBO) of Cole-Parmer by certain funds managed and
controlled by Golden Gate Capital for a total purchase price of
approximately $955 million (excluding transaction fees and
expenses, collectively estimated to be about $45 million). The new
$40 million revolver is expected to be undrawn at closing.

"Cole-Parmer's B3 Corporate Family Rating incorporates the sizable
increase in debt balances and moderate deterioration of credit
metrics due to the leveraged buyout of the company," stated Prateek
Reddy, Moody's Analyst. "Cole-Parmer's good free cash flow
generating ability and the likely continuation of aggressive
financial policies, including a penchant for growth through
acquisitions, have also been incorporated into the ratings."

The assigned ratings are subject to review of final documentation
and no material change in the size, terms and conditions of the
transaction. The new first lien and second lien credit facilities
will replace the current debt capital structure, which consists of
a $20 million first lien senior secured revolver due 2019
(undrawn), a $308 million first lien senior secured term loan due
2021, and a $131 million second lien senior secured term loan due
2022. Moody's will withdraw CPI Buyer, LLC's (the current holding
parent of Cole-Parmer Instrument Company) existing B3 CFR, B3-PD
PDR, B2 first lien credit facilities' ratings and Caa2 second lien
term loan rating as well as the LGD assessments on the existing
credit facilities upon their full repayment and extinguishment of
debt post closing of the LBO. Additionally, upon closing of the
acquisition, Churchill Merger Sub, LLC will be merged with and into
CPI Holdco, LLC, the sole-surviving entity that will own 100%
equity interest of Cole-Parmer Instrument Company, LLC.

Rating Actions:

-- Corporate Family Rating, Assigned at B3

-- Probability of Default Rating, Assigned at B3-PD

-- $40 Million Senior Secured First Lien Revolving Credit
    Facility due 2022, Assigned at B2 (LGD3)

-- $410 Million Senior Secured First Lien Term Loan due 2024,
    Assigned at B2 (LGD3)

-- $180 Million Senior Secured Second Lien Term Loan due 2025,
    Assigned at Caa2 (LGD5)

-- Outlook, Assigned at Stable

RATINGS RATIONALE

Cole-Parmer's B3 CFR reflects the company's high leverage, small
size, competitive operating environment and relatively aggressive
financial policies. The company will largely choose to use free
cash flow and additional debt, when needed, to make acquisitions,
leaving debt/EBITDA above 6.5x through year-end 2017. The global
laboratory supplies industry is highly competitive and Cole-Parmer
competes against much larger and better capitalized companies,
especially for third party distribution revenue. However, the
rating is supported by the company's relatively high level of
proprietary product sales and its strong niche position, led by the
company's self-manufactured line of peristaltic pumps. The company
also has high margins and a good liquidity profile supported by
solid free cash flow generation. Although minimal in the near term,
being owned by a financial sponsor exposes the company to event
risks associated with sizable debt funded dividends.

The stable outlook reflects Moody's expectations for the company's
organic revenue growth to be at least low single digits and for it
to maintain robust margins, leading to good cash flow generation.
Absent material acquisitions, leverage should improve from the
current level as free cash flow is applied to reduce debt
balances.

Ratings could be upgraded if a material increase in the portion of
consumables and/or proprietary revenue in Cole-Parmer's revenue mix
results in debt/EBITDA sustained below 6x and EBITDA margin
sustained above mid-20%.

Ratings could be downgraded if a material decline in revenue,
earnings or cash flow leads to debt/EBITDA being sustained above 7x
and if EBITDA margins fall below 20%. A large debt funded
acquisition or dividend that materially weakens credit metrics
could also result in the ratings being downgraded.

Cole-Parmer is a global distributor and manufacturer of specialty
products that control, measure, transfer and test fluids, solids
and gases. The company's revenue for 2016 is estimated to be about
$343 million. Following the leveraged buyout, Golden Gate Capital
will own Cole-Parmer.

The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in December 2015.



COLOR LANDSCAPES: Has Interim Approval to Use BB&T Cash Collateral
------------------------------------------------------------------
Judge Lena Mansori James of the U.S. Bankruptcy Court for the
Middle District of North Carolina extended Color Landscapes by
Michael Dickey, Inc., to use cash collateral on an interim basis.

The Debtor is authorized to use cash collateral only for the actual
and necessary operating expenses of its business and maintaining
the cash collateral pursuant to the Budget.  The Debtor is
prohibited to voluntarily contract for any administrative expense
claims other than as set forth in the Budget or authorized by Court
order.

The approved Budget reflects total ordinary operating expenses in
the aggregate sum of $31,503 for the month of February, $33,003 for
the month of March and $32,753 for the month of April.  Pursuant to
the approved budget, the Debtor may deposit the designated budgeted
funds into the attorney trust account which will remain property of
the estate subject to further orders of the Court.

Branch Banking & Trust Company asserted that it holds a valid,
enforceable, first priority security interest and lien against the
cash collateral and that the Debtor owes BB&T approximately
$482,407 under the Promissory Note, exclusive of attorneys' fees.

The Debtor was directed to provide to BB&T and the Bankruptcy
Administrator monthly reports of operations and cash flow as well
as a budget to actual report, reflecting the actual income received
and the expenses incurred during the previous month compared to the
approved Budget.

The Debtor will make monthly adequate protection payments to BB&T
in the amount of $1,965. Judge Lena Mansori held that interest will
continue to accrue on the unpaid principal balance owed to BB&T
during the usage period pursuant to the applicable non-default
rates as set out in the Promissory Note.

BB&T was granted a post-petition replacement lien in the Debtor's
post-petition property of the same type which secured the
indebtedness of BB&T prepetition, with such liens having the same
validity, priority, and enforceability as BB&T had against the same
type of such collateral as of the Petition Date.

As further adequate protection, BB&T was granted an allowed
super-priority administrative expense claim to the extent of any
diminution in value of BB&T's interests in prepetition collateral
caused solely by the use of cash collateral pursuant to the terms
of the Order.

In addition, the Debtor will keep all its personal property insured
for no less than the amounts of the prepetition insurance.  The
Debtor will also 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 is authorized to use the cash collateral through the
earliest of:

      (a) the entry of a final order authorizing the use of cash
collateral; or

      (b) the entry of a further interim order authorizing the use
of cash collateral; or

      (c) a further hearing on the use of Cash Collateral which
will be held on March 8, 2017 at 2:00 p.m.; or

      (d) the entry of an order denying or modifying the use of
cash collateral; or

      (e) an occurrence of any of these events of default:

          (i) The Debtor fails to comply with any of the terms or
conditions of the Order;

         (ii) The Debtor's use of cash collateral other than those
as agreed in the Order;

        (iii) Appointment of a trustee or examiner in this
proceeding, conversion of the Debtor's case to a proceeding under
Chapter 7 of the Bankruptcy Code;

         (iv) Cancellation or lapse of the Debtor's applicable
insurance coverage;

          (v) Cessation of business operations by Debtor; or

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

          (i) The effective date of any confirmed Chapter 11 plan
in this 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

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

A full-text copy of the Seventh Interim Consent Order, filed on
Feb. 23, 2017, is available at https://is.gd/lHIEHA

                  About Color Landscapes by Michael Dickey

Color Landscapes by Michael Dickey, Inc., sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No.
16-10435) on May 2, 2016.  The petition was signed by Michael
Dickey, president.  The case is assigned to Judge Lena M. James.
At the time of filing, the Debtor disclosed total assets of $1.09
million and total debt of $1.49 million.

The Debtor is represented by Dirk W. Siegmund, Esq., at Ivey,
McClellan, Gatton & Stegmund, LLP.

William Miller, U.S. bankruptcy administrator, on May 18, 2017,
filed with the Court a statement of inability to form an official
committee of unsecured creditors in the Chapter 11 case of Color
Landscapes by Michael Dickey, Inc.


COMPOUNDING DOCS: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Compounding Docs, Inc. as of
March 1, according to a court docket.

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 had $100,000 to $500,000 in estimated assets and
$1 million to $10 million in estimated liabilities.

The Debtor is represented by Tarek K. Kiem, Esq. at Rappaport
Osborne Rappaport & Kiem, PL.


COMPREHENSIVE VASCULAR: Case Summary & 15 Unsecured Creditors
-------------------------------------------------------------
Debtor: Comprehensive Vascular Surgery of Georgia, Inc.
        150 Country Club Drive #100
        Stockbridge, GA 30281

Case No.: 17-53761

Nature of Business: Health Care

Chapter 11 Petition Date: March 1, 2017

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Bryan E. Bates, Esq.
                  DENTONS US LLP
                  Suite 5300
                  303 Peachtree St., NE
                  Atlanta, GA 30308
                  Tel: (404) 527-4073
                  Fax: (404) 527-4198
                  E-mail: Bryan.Bates@dentons.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Albert T. Tagoe, M.D., CEO.

A copy of the Debtor's list of 15 unsecured creditors is available
for free at http://bankrupt.com/misc/ganb17-53761.pdf


CONNTECH PRODUCTS: Disclosures OK'd; Plan Hearing on March 28
-------------------------------------------------------------
The Hon. Julie A. Manning of the U.S. Bankruptcy Court for the
District of Connecticut has approved the third amended disclosure
statement filed by Conntech Products Corp. on Feb. 23, 2017,
referring to the Debtor's third amended plan of reorganization
dated Feb. 23, 2017.

A hearing to consider the confirmation of the Plan will be held on
March 28, 2017, at 12:30 p.m.

March 21, 2017, is the last day for returning written ballots of
acceptance or rejection of the Plan.

Objections to the Plan must be filed with the Court no later than
March 21, 2017.

The Report of Ballots and Administrative Expenses will be filed
with the Court on or before March 21, 2017.

          About ConnTech Products Corporation  

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

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

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


CONNTECH PRODUCTS: Latest Plan to Pay UST Fees Upon Confirmation
----------------------------------------------------------------
ConnTech Products Corp. has filed with the U.S. Bankruptcy Court
for the District of Connecticut its latest disclosure statement,
which explains its proposed plan to exit Chapter 11 protection.

The latest restructuring plan contains an additional provision on
the payment of fees of the Office of the U.S. Trustee, the Justice
Department's bankruptcy watchdog, according to the disclosure
statement filed on Feb. 23.

According to the document, the statutory fees that maybe due to the
agency will be paid upon confirmation of the plan and that the
amount is estimated to be $5,000.  The final amount will be
determined prior to distribution and will be paid at the time of
distribution.    

The U.S. trustee had earlier filed an objection to the disclosure
statement, which sets forth an unpaid balance for fees in the
amount of $14,625.  This amount is subject to change based upon the
reports that will be filed and the appropriate adjustment to the
distribution will be made when the final amount is calculated,
according to the latest disclosure statement.

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

                  https://is.gd/HYYX4r

            About ConnTech Products Corp.

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

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

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


CPI HOLDCO: S&P Assigns 'B' CCR; Outlook Stable
-----------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to CPI
Holdco LLC.  The outlook is stable.  CPI Holdco LLC, a Vernon
Hills, Ill.-based manufacturer and distributor of laboratory
equipment, instruments, and products, is being acquired by the
financial sponsor Golden Gate Capital in a debt-financed
transaction.  Following the transaction, S&P expects that the
company's leverage will remain above 7.0x for the next two years,
up from 5.9x for the last-12-months (LTM) period ending Sept. 30,
2016.

At the same time, S&P assigned a 'B' issue-level rating with a '3'
recovery rating to the new $450 million first-lien credit facility,
which includes a $40 million revolving credit facility that is
expected to be undrawn at close.  The '3' recovery rating reflects
S&P's expectation for meaningful (50%-70%; rounded estimate: 60%)
recovery in the event of a payment default.  S&P also assigned a
'CCC+' issue-level rating with a '6' recovery rating to the new
$180 million second-lien credit facility.  The '6' recovery rating
reflects S&P's expectation for negligible (0%-10%; rounded
estimate: 5%) recovery in the event of a payment default.

Upon closing of the transaction, the existing CCR and issue-level
ratings on CPI Buyer LLC will be withdrawn.

"Our 'B' corporate credit rating on CPI Holdco LLC reflects its
relatively small size, differentiated but narrow business focus,
niche position in a space that is dominated by large competitors,
and our expectation that leverage will remain high and above 7x for
the next two years," said S&P Global Ratings credit analyst Adam
Dibe.  These factors are only partially offset by CPI's leading
market position within its niche space, its above-average
profitability, and S&P's expectation of moderate, but steady cash
flow generation.

CPI is a manufacturer and distributor of laboratory equipment,
instruments, and products that cater to research and development
(R&D) driven entities across a wide range of industries.  The
market for laboratory equipment and supplies is fairly fragmented
with the two top players occupying a quarter of the market and many
smaller manufacturers and distributors servicing the rest. While
S&P believes the company holds the leading market position within
the low-flow scientific applications niche, its market share of the
broad laboratory equipment space remains very limited.

The stable rating outlook reflects S&P's expectation that despite
mid-single-digit revenue growth and continued margin expansion
during the next 12 months, adjusted leverage will be sustained
above 7.0x.  While S&P projects the company will continue
generating moderate cash flow, it don't expect CPI to use it for
permanent debt reduction below 5.0x.

S&P would consider lowering the rating if the company's operating
performance deteriorates and discretionary cash flow generation
materially contracts.  S&P estimates this could result from a
nearly 500-basis-point gross margin contraction and revenue growth
below our base case scenario.  Such a scenario could materialize if
CPI loses its leading market position in the low flow scientific
applications space as a result of competitive or technological
developments.

While highly unlikely over the next 12 months, given high leverage
and sponsor ownership, S&P could raise its corporate credit rating
on CPI if the company sustains a debt-to-EBITDA ratio below 5.0x
and its FFO-to-debt ratio above 12%.  An additional prerequisite
for an upgrade would be the belief that the financial sponsor is
committed to sustaining the company's leverage in that range.



CPI INTERNATIONAL: Moody's Revise Outlook to Pos. & Affirms B3 CFR
------------------------------------------------------------------
Moody's Investors Service changed the rating outlook of CPI
International, Inc., to positive from negative and affirmed the
Corporate Family Rating of B3. Further, as a result of CPI's
pending re-capitalization, the debt structure will become more
heavily secured, the first lien debt ratings have accordingly been
downgraded to B2 from B1. Accordingly, a B2 rating has also been
assigned to the planned incremental $127.7 million first lien term
loan, with a Caa2 rating assigned to a planned $100 million second
lien term loan. Term loan proceeds along with cash on hand will
fund redemption of CPI's $215 million unsecured notes, and repay an
existing $28 million second lien term loan.

RATINGS RATIONALE

The pending transaction will alleviate liquidity pressure that CPI
faces from existing loan facility provisions that will accelerate
if more than 65% of the $215 million unsecured notes due February
2018 continue to be outstanding.

The change in rating outlook to positive from negative anticipates
that CPI's improved operating profit since mid-2016 should continue
across 2017, due to a more favorable US defense budgetary setting
and CPI's ongoing commercial end market product initiatives. Annual
free cash flow of around $30 million to $35 million seems probable,
which would produce strong credit metrics for the rating and should
further enhance the liquidity profile.

CPI's CFR of B3 reflects high financial leverage, a modest revenue
base, with limited but adequate liquidity expected to follow the
pending transaction. Pro forma for the re-capitalization, debt to
EBITDA on a Moody's adjusted basis will be about 6.0x with EBIT to
interest of about 1.6x.

The CFR also considers revenue visibility from the large installed
base of CPI products combined with the solid profit margin that CPI
typically achieves. The company's often sole source product line of
microwave, radio frequency, power and control components/subsystems
has produced EBITDA margin between 17% to 19% over the past few
years despite revenue volatility. Profitability will very likely
continue at healthy levels. Steady profit provides sufficient funds
from operation to cover capital spending needs and helps reduce the
reliance on debt for acquisitions. Longer term, the range of
applications using vacuum electronic device based technologies -- a
longstanding expertise of CPI -- may lessen, making sustained R&D
and investment spending within solid state based product areas
likely.

The speculative grade liquidity rating of SGL-3, denoting an
adequate liquidity profile, has been affirmed. The profile is
supported by the modest debt amortization scheduled near-term and
the expected lifting of the first lien credit facility's excess
cash flow sweep provision for fiscal year 2017. Cash will decline
to a low level and revolver borrowing for operational needs will
probably be required following the transaction. However the amount
of needed revolver borrowing will probably be less than half of the
(to become $35 million) commitment level and CPI should possess
sufficient covenant headroom. Cash should gradually accumulate,
reducing revolver dependence as the year progresses. Further, CPI's
unrestricted foreign subsidiaries, which generate a meaningful
degree of income, represent a good source of alternate liquidity.

Upward rating momentum would depend on steady backlog, debt to
EBITDA in the mid 5x range with free cash flow to debt in the high
single digit percentage range, and a good liquidity profile.

Downward rating pressure would follow debt to EBITDA at 7x or
higher, low free cash flow, or a weakening liquidity profile.

Rating Actions:

-- Corporate Family Rating, Affirmed at B3

-- Probability of Default Rating, Affirmed at B3-PD

-- Speculative Grade Liquidity Rating, Affirmed at SGL-3

-- $30 Million Senior Secured Revolving Credit Facility due 2019,

    Downgraded to B2 (LGD3) from B1 (LGD2) (To be upsized to $35
    million upon close of the transaction)

-- $310 Million Senior Secured Term Loan due 2021, Downgraded to
    B2 (LGD3) from B1 (LGD2)

-- $127.7 Million Senior Secured First Lien Term Loan due 2021,
    Assigned at B2 (LGD3)

-- $100 Million Senior Secured Second Lien Term Loan due 2022,
    Assigned at Caa2 (LGD6)

-- Outlook, Changed to Positive from Negative

CPI International, Inc. is a direct holding company subsidiary of
CPI International Holding Corp. CPI, through its operating
subsidiaries, manufactures and distributes vacuum electron devices
and related equipment for defense and commercial applications
requiring high power and/or high frequency energy generation. CPI
is indirectly owned by affiliates of Veritas Capital Management,
LLC. Sales for the 12 months ended December 31, 2016 totaled $499
million.

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



CREEKSIDE CANCER CARE: Hearing on Cash Collateral Use on March 3
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado will hold a
hearing on March 3, 2017, at 9:30 a.m. to consider the approval of
Creekside Cancer Care, LLC's request for authorization to use cash
collateral until June 30, 2017, to fund the Debtor's ordinary
course operations, including rent, payroll, and utilities, in
accordance with the budget.

On Feb. 10, 2017, the Debtor sought the Court's permission to use
of cash collateral on a final basis and providing adequate
protection to properly perfected secured creditors.  The Debtor is
proposing that, in exchange of using the cash collateral, it will
grant replacement liens to the Debtor's secured creditors in
accordance with their relative priorities.  The Debtor is also
asking the Court to authorize the Debtor to make adequate
protection payments to secured lender MidFirst Bank.

A copy of the cash collateral motion is available at:

            http://bankrupt.com/misc/cob16-21943-10.pdf

These entities have security interests in the cash collateral:
MidFirst; CLS; NorthEast Bank; LiftForward.  These entities may
also assert an interest in the cash collateral: AccuRay and Byline.


As reported by the Troubled Company Reporter on Jan. 27, 2017, the
Court entered a second interim order, authorizing the Debtor to use
cash collateral on an interim basis through a final hearing
scheduled for Feb. 10, 2017.

                    About Creekside Cancer Care

Creekside Cancer Care, LLC, filed a Chapter 11 petition (Bankr. D.
Colo. Case No. 16-21943) on Dec. 9, 2016.  The petition was signed
by Charles Kelley Simpson, sole member.  The Debtor is represented
by Steven E. Abelman, Esq., Samuel M. Kidder, Esq., and Michael J.
Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP.  The Debtor
estimated assets and liabilities at $1 million to $10 million.

The Debtor is engaged in the business as a cancer care and
treatment center.  The Debtor provides a range of non-invasive
radiation therapy treatment options to its patients.  The Debtor is
based in Lafayette, CO.


DACCO TRANSMISSION: Unsecureds to Get Pro Rata Share of $500,000
----------------------------------------------------------------
DACCO Transmission Parts (NY), Inc., et al., filed with the  U.S.
Bankruptcy Court for the Southern District of New York an amended
disclosure statement dated Feb. 21, 2017, referring to the Debtors'
plan of reorganization dated Feb. 21, 2017.

Class 4A Electing Ordinary Course General Unsecured Claim --
estimated at $9,300,000 -- is unimpaired under the Plan.  The
legal, equitable, and contractual rights of holders of Electing
Ordinary Course General Unsecured Claims are unaltered by the Plan.
On and after the Effective Date, the Reorganized Debtors will pay
each Electing Allowed Ordinary Course General Unsecured Claim in
the ordinary course of business.

Class 4B Other General Unsecured Claims -- estimated at $13,400,000
-- are impaired by the Plan.  Except to the extent that a holder of
an Other General Unsecured Claim agrees to different treatment, on
and after the Effective Date, all holders of Other General
Unsecured.  The claims will receive their pro rata share of
$500,000.

There can be no assurance that the Reorganized Debtors' business
will generate sufficient cash flow from operations or that future
borrowings will be available in an amount sufficient to enable the
Reorganized Debtors to pay their indebtedness or to fund other
liquidity needs.

As reported by the Troubled Company Reporter on Dec. 6, 2016, the
Speedstar Holding, Transtar Holding, and their affiliated debtors,
filed with the Court a disclosure statement referring to the
Debtors' prepackaged plan.  Under that plan, Class 4 General
Unsecured Claims will receive their pro rata share of $500,000.

A hearing to consider confirmation of the Plan was rescheduled from
its original date of Jan. 24, 2017, to March 8, 2017.  The
Confirmation Hearing is expected to be rescheduled again to March
21, 2017, and a new notice will be provided of this date, the
Debtors said.

              About DACCO Transmission Parts (NY)

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

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

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

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

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

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

The Debtors tapped Rachel C. Strickland, Esq., Christopher
S. Koenig, Esq., Debra C. McElligott, Esq., and Jennifer J.
Hardy, Esq., at Willkie Farr & Gallagher LLP as attorneys.
Citing potential conflicts, DACCO Transmission has hired
Jones Day as its new legal counsel to replace Willkie Farr.
The Debtors also have hired FTI Consulting, Inc. as
restructuring and financial advisors, Ducera Partners LLC
as financial advisors and investment banker and Prime
Clerk LLC as claims, noticing and solicitation agent.


DR. MARCEL GEGATI: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 cases of Dr. Marcel B. Gegati, P.A. and
Gegati Real Estate, LLC, as of March 1, according to a court
docket.

Dr. Marcel B. Gegati, P.A., and Gegati Real Estate, LLC, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Fla. Case Nos. 16-26559 and 16-26560) on December 14, 2016.  The
petitions were signed by Marcel Gegati, manager of Gegati Real
Estate.  

At the time of the filing, Dr. Marcel estimated assets of less than
$50,000 and liabilities of less than $1 million.  Gegati Real
Estate estimated assets and liabilities of less than $500,000.


DYNACAST INT'L: Moody's Affirms B2 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed all of Dynacast International
LLC's debt ratings including its Corporate Family Rating (CFR) at
B2 and Probability of Default Rating at B2-PD. Concurrently,
Dynacast's first lien senior secured revolver and term loan were
affirmed at B1 and second lien senior secured term loan was
affirmed at Caa1. These actions follow the company's plan to
acquire Signicast LLC, a U.S.-based manufacturer of precision
investment cast parts, in a largely debt funded transaction for
$375 million, anticipated to close in the first quarter of 2017.
The ratings outlook was changed to negative.

Moody's took the following rating actions:

Corporate Family Rating, affirmed at B2

Probability of Default Rating, affirmed at B2-PD

$75 million (upsized from $50 million) senior secured first lien
revolving credit facility due 2020, affirmed at B1 (LGD3)

$855 million (upsized from $575 million) senior secured first lien
term loan due 2022, affirmed at B1 (LGD3)

$220 million (upsized from $170 million) senior secured second lien
term loan due 2023, affirmed at Caa1 (LGD5)

Outlook, changed to Negative from Stable

RATINGS RATIONALE

Dynacast's B2 CFR reflects the expectation that leverage will
improve over the intermediate term and that the acquisitions the
company has been undertaking will favorably increase the company's
revenue scale and add to the company's small parts manufacturing
capabilities. The ratings anticipate that synergies and debt
reduction expected to be realized over the next twelve to eighteen
months will support a leverage profile in line with the B2 CFR. The
company has good geographic diversity with revenue balanced among
customers spanning North America, Asia, and Europe. The ratings
also consider the highly cyclical nature of the company's global
automotive and consumer electronics businesses. Dynacast's current
end markets are diverse but with meaningful segment concentration
in automotive and consumer electronics. The proposed acquisition
should positively lower concentration in these areas. Due to the
significant amount of sales generated abroad, foreign currency risk
is an ongoing consideration.

Dynacast is changing its business profile somewhat with the
acquisition of Signicast. The acquisition would expand Dynacast's
business into end-markets spanning recreational vehicle and
sporting goods to fluid technology and lawn & garden. At the same
time, Signicast does experience a degree of variability in
operating results from year to year due to its exposure to several
end-markets. In addition, Moody's believes that although there are
synergies that could be attained through the combination of the
businesses, particularly on the revenue side as the proposed
acquisition would enhance and diversify the company's customer
base, there could be a level of acquisition integration risk.

The integration risk is based on the size of the acquisition and
exposure to certain end-markets that the company does not currently
participate in. The company's pace of acquisition activity over the
last year inclusive of this acquisition has accelerated.
Positively, the acquisitions the company has made over the last
year including Signicast are increasing the company's revenue base
by roughly one-third to approximately $900 million from its revenue
base of about $650 million. The ratings incorporate the assumption
that the company will not enter into another meaningfully-sized
acquisition before substantially restoring it credit metrics to
pre-acquisition levels. Moody's expects the company will use part
of its free cash flow generation to repay acquisition-related
debt.

The negative outlook incorporates the higher debt levels being
incurred to fund the Signicast acquisition and the relatively short
time since adding incremental debt to finance recent bolt-on
acquisitions.

The proposed refinancing adds an additional $330 million of funded
debt to the aforementioned $45 million first lien incremental term
loan undertaken in mid-2016. Pro forma for the proposed acquisition
of Signicast, the company's estimated pro forma fiscal 2016
debt/EBITDA approximates 6.0x (including Moody's standard
adjustments) bringing credit metrics towards the weaker end of the
B2 range. However, the ratings affirmation anticipates that the
company will reduce leverage to the low to mid-5.0x level within
the next twelve to eighteen months.

Maintaining their adequate liquidity profile characterized by
consistent free cash flow generation and revolver availability is
important to alleviate any downwards ratings pressure.

Factors that could lead to a downgrade of the ratings include
complications in the integration of acquisitions or additional debt
financed acquisitions which increase leverage. A meaningful
weakening of the company's organic revenue growth and/or lower
EBITDA margins could pressure the rating downward. Moreover, debt
to EBITDA of over 5.75 times sustained for a material length of
time without expectations for improvement or a decline in interest
coverage below 2 times could also exert downward pressure on the
rating.

The absence of another sizable debt financed acquisition while the
company integrates Signicast and recent bolt-acquisitions while
using free cash flow generation to reduce debt levels could lead to
a stabilization of the ratings outlook.

Although unlikely over the near-term, ratings could be upgraded if
the company organically grows its top line while improving its
margin profile and strengthening its liquidity profile through
reducing debt levels and increasing free cash flow generation. The
ratings could be upgraded if EBITDA to interest coverage improves
to over 3.5 times and leverage under 3.75 times, both on a
sustained and improving basis.

The principal methodology used in these ratings was Global
Manufacturing Companies published in July 2014.

Dynacast, headquartered in Charlotte, North Carolina, is a global
manufacturer of small engineered precision die cast components.
Annual revenues approximate $650 to $680 million. Dynacast is owned
by Partners Group, Kenner & Company and American Industrial
Partners.Pro forma for the acquisition of Wisconsin-based
Signicast, annual revenues exceed $900 million.


DYNACAST INTERNATIONAL: S&P Affirms 'B' CCR; Outlook Stable
-----------------------------------------------------------
S&P Global Ratings said that it has affirmed its 'B' corporate
credit rating on Dynacast International LLC.  The outlook is
stable.

At the same time, S&P affirmed its 'B' issue-level rating on the
company's existing first-lien term loan due 2022.  The '3' recovery
rating remains unchanged, indicating S&P's expectation for
meaningful (50%-70%, rounded estimate: 55%) recovery in the event
of a payment default.

Additionally, S&P affirmed its 'B-' issue-level rating on the
company's second-lien term loan due 2023.  The '5' recovery rating
remains unchanged, indicating S&P's expectation for modest
(10%-30%, rounded estimate: 15%) recovery in the event of a payment
default.

Dynacast International LLC has announced that it will acquire
Signicast LLC for a total consideration of $375 million (plus
anticipated fees).  Dynacast plans to fund the transaction with
incremental first- and second-lien term debt and additional equity
from its private-equity sponsors Partners Group, Kenner and Co.,
and American Industrial Partners.

"We expect that the acquisition will be leverage neutral for
Dynacast because we believe that incremental EBITDA from Signicast,
along with the continued expansion of the company's margins in its
base business, will mostly offset the additional debt used to fund
the transaction," said S&P Global credit analyst Tyrell Peebles.
Although S&P believes that Dynacast will continue to experience
some softness in Asia-Pacific (primarily due to somewhat softer
consumer demand for electronics) and continued negative
foreign-currency exchange pressures, S&P expects that contributions
from Signicast's business, strong demand in the company's
automotive end markets, and continued cost efficiencies will enable
Dynacast to modestly expand its EBITDA margins to about 20% in 2017
(from an estimated 19% as of the end of 2016). Therefore, S&P
expects the combined entity to maintain debt-to-EBITDA in the
low-6x area in 2017 before moderately reducing its leverage to the
mid-5x area in 2018--primarily through EBITDA growth.

The stable outlook on Dynacast reflects S&P's expectation that the
company will continue to reduce its leverage over the next 12
months by increasing the revenue and margins of its base business
and incorporating the earnings from Signicast's business.  S&P
expects the company's debt-to-EBITDA to be in the low-6x range in
2017 before improving to the mid-5x area in 2018.

S&P could lower its ratings on Dynacast if S&P expects the
company's leverage to exceed 6.5x on a sustained basis.  This could
happen if significant weakness in the company's key end markets or
severely depressed demand from its major customers leads to
weaker-than-expected top-line performance and margins.  In
addition, S&P could also lower its ratings on the company if
unforeseen integration issues or a larger-than-expected level of
debt-funded acquisitions or shareholder returns cause Dynacast to
sustain leverage of more than 6.5x.

S&P would raise its ratings on Dynacast if the company sustains
debt-to-EBITDA of between 5.0x and 5.5x and a FFO-to-debt ratio of
more than 12%.  S&P would also need to be confident that the
company is committed to maintaining its leverage at or below these
levels on a sustained basis.



ESSAR STEEL: Wants To Enter Into Agreements With Union Steelworkers
-------------------------------------------------------------------
Vince Sullivan, writing for Bankruptcy Law360, reports that Essar
Steel Minnesota LLC asked the U.S. Bankruptcy Court for the
District of Delaware on Feb. 24, 2017, for permission to enter into
agreements with the United Steelworkers.  

Law360 says that the agreements are aimed at stabilizing labor
relations as the Debtor moves forward with plans to complete
construction of a mine and processing facility.  The Debtor,
according to the report, said that the union agreements would
establish procedures to resolve any future labor conflicts related
to the construction of its 7 million-ton-per-year iron mining and
pellet processing facility in northern Minnesota.

                   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.


FANOUS JEWELERS: Plan Outline Okayed, Plan Hearing Set for April 5
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
consider approval of the Chapter 11 plan of reorganization of
Fanous Jewelers, Inc., at a hearing on April 5.

The hearing will be held at 9:30 a.m., at the Courtroom of Judge
Stacy Jernigan, 14th Floor, 1100 Commerce Street, in Dallas,
Texas.

The court will also consider at the hearing the final approval of
Fanous Jewelers' disclosure statement, which it conditionally
approved on Feb. 22.

The order set an April 3 deadline for creditors to file their
objections and cast their votes accepting or rejecting the plan.

Under the proposed plan, Fanous Jewelers will pay Class 3
non-insider unsecured creditors in full.  These creditors will
receive a monthly payment of $500 month in 24 months.  

                      About Fanous Jewelers

Fanous Jewelers, Inc., was started by two brothers, Sam and Emile
Fanous in the 1970's.  The Debtor's business consists of making
custom jewelry for clients.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N. D. Texas Case No. 16-33806) on Sept. 29, 2016.  
Eric A. Liepins, Esq., at Eric A. Liepins, P.C., serves as the
Debtor's bankruptcy counsel.

On February 20, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.  The plan proposes to pay
Class 3 non-insider unsecured creditors in full in two years.


FORESIGHT ENERGY: Fitch Assigns 'B-' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has assigned a first-time Long-Term Issuer Default
Rating (IDR) of 'B-' to Foresight Energy LP and Foresight Energy
LLC. Foresight Energy LLC's new senior secured first lien term loan
and new revolving credit facility ratings are 'B+/RR2' and the new
second lien notes rating is 'CCC/RR6'. The facilities are to be
guaranteed by Foresight Energy LP. A full list of ratings follows
at the end of this release.

The Rating Outlook is Stable.

KEY RATING DRIVERS

HIGH FINANCIAL LEVERAGE

Total adjusted debt-to-EBITDAR was 5.4x at Dec. 31, 2016 and could
increase to 6x in 2017 before dropping below 5x under Fitch's
rating case. Borrowings under the new $750 million term loan, $60.6
million intended to be contributed by Murray Energy Corporation in
the form of equity, proceeds from new senior secured second lien
notes due 2024 and approximately $78 million of cash on hand will
be used to repay the existing term loans, repay borrowings under
the existing revolver, redeem the current second lien notes and
fund the make-whole premiums.

MODEST DELEVERAGING

The new $750 million term loan has a mandatory pre-payment
requirement from excess cash flow at 75% stepping down to 50%
beginning in 2018 if the secured leverage ratio is less than 4x but
greater than 3x, 25% if the secured leverage ratio is less than or
equal to 3x and greater than 1.75x, and 0% if the secured leverage
ratio is less than or equal to 1.75x.


FAVORABLE OPERATING PROFILE

Foresight Energy's mines are low cost, productive longwall
operations well located to barge and rail transportation.
Operations are concentrated in the Illinois Basin, favored for high
heat coal. Labor is not subject to collective bargaining agreements
and there are no pension or other post-employment benefit (OPEB)
liabilities. The larger mines are relatively recent operations and
all mines are underground resulting in modest reclamation
obligations.

SPOT AND EXPORT MARKETS EXPOSURE

The U.S. domestic steam coal industry is in consolidation following
a prolonged secular decline in demand (5+ years) brought on by
competition from low natural gas prices and regulatory restriction
on emissions. Fitch views the industry as stabilizing but another
leg down would follow should the federal government or more states
regulate carbon emissions. The European and Canadian steam coal
markets are in secular decline. Fitch views a strong, priced,
contract position as partially offsetting these factors. Foresight
Energy has been more active in the export market traditionally but,
as the dollar strengthened and prices declined, spot exposure to
the domestic market increased leaving earnings more vulnerable to
periods of low natural gas prices.

Marketing for Foresight Energy coal is effectively combined with
Murray Energy coal which adds scale and flexibility but reliance on
non-contracted tons remains a concern.

For the years ended Dec. 31, 2016, 2015, 2014 and 2013 roughly 17%,
24%, 30% and 33% of tons sold, respectively, was shipped
internationally mostly to European customers.

RECOVERY ANALYSIS

For entities rated 'B+' and below, Fitch estimates the value that
would be available to creditors in a default scenario to assign
issue ratings. In the case of Foresight Energy, Fitch believes
recovery value would be maximized in a going concerned
restructuring.

Fitch assumes that the sale-lease back of reserves and equipment,
the longwall leases, capital leases, and receivables facility have
priority over the first lien bank facilities. The $141.9 million
Macoupin sale-leaseback is recourse to Macoupin and not recourse to
Foresight Energy LP or any of its other subsidiaries. The $50
million Sugar Camp sale-leaseback is recourse to Sugar Camp and
Foresight Energy LP has a limited declining commercial guaranty in
an amount less than $15 million.

Fitch assumes the revolver would be fully drawn and that the
receivables facility would be 50% drawn. The enterprise value (EV)
multiple assumption is 4.5x which is consistent with distressed
coal EV multiples over the last down-cycle. The distressed EBITDA
assumption of $244 million is consistent with stress analysis and
compares at 80% of the latest 12 months (LTM) Sept. 30, 2016
EBITDA.

Fitch's analysis shows full recovery of the leases and
securitizations, 71% recovery of the first lien facilities, and 0%
recovery of the second lien notes. The resulting Recovery Ratings
for the first lien facilities is 'RR2' which results in issue
ratings two notches up from the IDR. The resulting Recovery Ratings
for the second lien notes is 'RR6' which results in issue ratings
two notches down from the IDR.

KEY ASSUMPTIONS

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

-- Modest volume recovery from a cyclical low in 2017 and then
    flat thereafter;

-- Pricing improves at about 1% per year;

-- Capital expenditures at maintenance levels;

-- Hillsboro remains idled;

-- The second lien notes are refinanced; and

-- No distributions and modest de-levering through excess cash
    flow pre-payments of the term loan.

RATING SENSITIVITIES

A positive rating action could occur if total adjusted
debt-to-EBITDAR drops below 4x on a sustained basis while free cash
flow (FCF) is expect to remain positive on average.

A negative rating action could occur if one or all of the following
situations arises:

-- Liquidity is materially reduced due to covenant restrictions
    or FCF burn;

-- Total adjusted debt/EBITDAR is expected to be sustained at or
    above 6.5x

-- Unfavourable regulations limit/impair the company's ability to

    effectively operate its mines.

LIQUIDITY AND CAPITAL STRUCTURE

ADEQUATE LIQUIDITY

Pro forma for the refinancing, cash on hand is estimated to be
$30.7 million and availability under the $170 million revolver is
estimated to be $112 million. Fitch expects the company to generate
positive FCF generally in excess of scheduled maturities except for
bullet amortizations. The new revolving credit facility is to have
a minimum first lien leverage ratio covenant. The new term loan
will not have any maintenance covenants.

FULL LIST OF RATING ACTIONS

Fitch assigns the following ratings

Foresight Energy LP

-- Issuer Default Rating (IDR) 'B-'.

Foresight Energy LLC

-- IDR 'B-';

-- $750 million first lien term Loan 'B+/RR2';

-- $170 million first lien revolving credit facility 'B+/RR2';

-- Second lien notes 'CCC/RR6'.

The Rating Outlook is Stable.



FORESIGHT ENERGY: S&P Affirms 'B-' CCR & Revises Outlook to Stable
------------------------------------------------------------------
S&P Global Ratings said it affirmed its 'B-' corporate credit
rating on Foresight Energy L.P.  The rating outlook is revised to
stable from negative.

At the same time, S&P assigned its 'B' issue-level rating to
Foresight's new $750 million first-lien term loan due in 2022 and
$170 million revolving credit facility due 2021 and S&P's 'CCC'
issue-level rating to the company's new $500 million second-lien
notes due in 2024.  The recovery rating on the first-lien term loan
and revolving credit facility is '2', indicating a substantial
(70%-90%, rounded estimate: 80%) recovery in the event of default.
The recovery rating on the second-lien notes is '6', indicating
negligible (0%-10%, rounded estimate: 0%) recovery in the event of
a default.  The borrower is Foresight Energy LLC.

The new debt includes a $170 million cash flow revolving credit
facility, a $750 million first-lien secured term loan and
$500 million in second-lien notes with proceeds used to refinance
approximately $1.4 billion of existing debt.  Additionally, S&P
expects Murray Energy to contribute $60 million of cash equity in
the transaction as well as exercise a $15 million option which,
which will increase its ownership in FEGP to 80% from 34%.

"The stable outlook reflects our expectation that Foresight will
operate at an adjusted debt to EBITDA of just under 5x in the next
12 months and continue to decline beyond 2017," said S&P Global
Ratings credit analyst Vania Dimova.  "We expect the company to
improve its EBITDA generation from export sales."

S&P could lower the rating if the adjusted leverage increases above
8x on sustained basis or liquidity deteriorates materially to the
point that S&P thinks the company is unable to cover its fixed
charges in the next 12 months.

Under S&P's group rating methodology (GRM), the stand-alone credit
profile (SACP) is capped at the group credit profile (GCP).  S&P
could upgrade Foresight if its GCP improves above B-.  This could
happen if the group improves credit measures, including sustaining
debt leverage approaching 5x.



FRONTIER COMMUNICATIONS: S&P Lowers CCR to 'B+' on Weak Results
---------------------------------------------------------------
S&P Global Ratings said that it lowered its corporate credit rating
and senior unsecured debt rating to 'B+' from 'BB-' on Norwalk,
Conn.-based incumbent telephone provider Frontier Communications
Corp.  The outlook is stable.

At the same time, S&P assigned a 'BB' issue-level rating and '1'
recovery rating to the company's new $850 million senior secured
revolving credit facility due in 2022.  The '1' recovery rating
indicates S&P's expectation for very high (90%-100%, rounded
estimate: 95%) recovery in the event of payment default.  The new
revolver replaces the company's existing $750 million revolver that
was scheduled to mature in 2018.  S&P also affirmed the issue-level
rating on the Frontier's existing secured debt at 'BB' and revised
the recovery rating to '1' from '2'.  The new revolver along with
Frontier's existing secured debt will be secured by a pledge of
stock of subsidiaries that represent about 60% of consolidated
EBITDA.  Previously, the secured debt was only granted a pledge of
stock in Frontier North, which accounted for about 15% of total
EBITDA.  As a result, S&P is revising the recovery rating on this
debt to '1' from '2' and affirming the issue-level rating.

Finally, S&P lowered these ratings to 'BB' from 'BB+' while
maintaining the recovery ratings at '1':

   -- Frontier North's $200 million of 6.73% debentures due in
      2028;
   -- Frontier West Virginia's $50 million of 8.40% debentures due

      in 2029;
   -- Verizon California's $200 million of 6.75% debentures due in

      2027;
   -- Verizon Florida's $300 million of 6.86% debentures due in
      2028; and
   -- GTE Southwest's $100 million of 8.5% first mortgage bonds
      due in 2031.

All ratings are off CreditWatch where S&P placed them with negative
implications on Nov. 4, 2016.

The downgrade reflects S&P's view that Frontier will be challenged
to meaningfully improve operating and financial performance in 2017
following disappointing results in 2016 due to declining revenue
from the acquired properties from Verizon, which closed in the
first quarter of 2016.  The lower revenue was the result of higher
customer churn due to confusion in customer billing and service
disruptions, as well as lower gross subscriber additions.

Frontier has implemented some cost-reduction initiatives and is
expecting to achieve about $1.6 billion of annual run-rate
synergies from the acquisition, more than three-quarters of which
will be realized by the end of the first quarter of 2017.  Still,
expense reductions and synergies are not likely to be sufficient to
offset continued weak operating performance, in S&P's view.  As
such, S&P expects leverage to be in the mid-4x area in 2017, rising
to the high-4x area in 2018.  While the company should generate
sufficient free operating cash flow (FOCF) to support its annual
common dividend of about $500 million, which will increase to over
$600 million once the mandatory convertible preferred stock
converts to common equity, S&P believes the dividend limits the
company's ability to bolster its liquidity and reduce debt
longer-term given the difficult business environment.

During the fourth quarter of 2016, Frontier's total revenue
declined 4.6% sequentially, although excluding the impact of
account cleanups from the acquisition that were from nonpaying
customers, total revenue dropped about 2.8%.  The lower revenue was
primarily driven by residential disconnects in the CTF markets
although sales in the legacy markets also declined about 2.3% from
the prior quarter due to disruptions from integration activities.
Even after adjusting for the account cleanups, operating trends
remain weak.  The company lost about 65,000 broadband subscribers
and another 64,000 FiOS video subscribers in the CTF markets during
the fourth quarter of 2016.  While trends improved modestly from
prior quarters and it appears Frontier is addressing some of the
network, billing, and customer service issues that plagued it
recently, S&P believes the company will be challenged to fully
stabilize its subscriber base in these service areas in 2017.
Moreover, integration activities and management distractions have
affected results in the legacy markets as well, including the loss
of about 7,500 broadband and 3,600 video subscribers during the
quarter.

S&P's ratings on Frontier reflect the intense competitive pressures
from cable providers for residential and small business customers,
and from the wireless carriers for residential customers, our
expectation for ongoing integration challenges from the acquisition
of the Verizon properties in CTF, a deteriorating market position,
and ongoing secular declines of its core wireline business.
Partial mitigating factors include Frontier's large scale, healthy
EBITDA margins, and some growth potential from expanding its fiber
network infrastructure into markets that do not have fiber-based
broadband and video.

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

   -- Revenue in the legacy markets declines around 3%-5% in 2017
      with moderating revenue declines thereafter.  The lower
      revenue is primarily due to residential voice access line
      and broadband customer losses as well as lower average
      revenue per customer (ARPC).

   -- Total revenue in the CTF markets declines at least 7% in
      2017 due to continued integration challenges and account
      cleanup activity in the first quarter of 2017.  S&P expects
      some revenue trend improvements in 2018 and 2019 because of
      fiber based broadband and video customer growth improvement
      combined with fiber network expansion activity, which will
      enable Frontier to offer faster broadband speeds to
      customers.  Modest EBITDA margin compression in 2017 and
      2018 to the high-30% area as operating cost synergies are
      partially offset by a mix shift to the lower margin video
      business.  S&P expects margins to decline to the mid-30%
      area longer term.  Capital expenditure of about 12%-14% of
      total revenue driven by network upgrade and fiber expansion
      activity.

Based on these assumptions, S&P expects that adjusted debt to
EBITDA will be in the mid-4x area in 2017, rising to the high-4x
area in 2018 and 2019.  S&P also expects that FOCF to debt will be
around 5%-7%.

S&P views Frontier's liquidity as adequate.  S&P expects sources to
exceed uses by over 1.4x over the next 12 months and for net
sources to remain positive, even with a 15% decline in forecasted
EBITDA.  Moreover, the adequate liquidity assessment is supported
by the company's manageable debt maturities over the next few
years.

Sources of liquidity:
   -- Cash of $522 million as of Dec. 31, 2016;
   -- Full availability under the $850 million senior secured
      revolving credit facility due in 2022; and
   -- Funds from operations of around $2.1 million-$2.3 billion in

      2018.

Uses of liquidity:
   -- About $363 million of debt maturing in 2017;
   -- About $1 billion-$1.3 billion of capital expenditures in
      2017; and
   -- Common and preferred dividends of about $700 million.

The bank credit facility has a 5.25x net leverage covenant, which
steps down to 5x on June 30, 2018.  S&P believes the company should
have cushion under the covenant of at least 20% over the next 12
months.

The rating outlook is stable and reflects S&P's view that 2017 will
be another challenging year as Frontier continues to integrate the
acquired assets while reducing the rate of subscriber losses in the
CTF properties.  Still, S&P believes that cost synergies should
provide some margin stability and enable the company to maintain
leverage in the mid-4x area although if Frontier is unable to
improve operating trends in the CTF markets, credit metrics will
likely deteriorate longer-term.

S&P could lower the rating if declining revenue and EBITDA pushed
leverage above 5.5x.  S&P believes this could happen if operating
and financial performance in the CTF markets deteriorated more than
S&P's current base case forecast due to higher churn, lower gross
subscriber additions, and declining ARPC.  Alternatively, if cash
flow metrics deteriorate and the company does not take measures
such that discretionary cash flow (DCF) to debt is maintained
comfortably above 2%, S&P could lower the rating.

Although unlikely over the next year, S&P could raise the rating if
it believed that the company could maintain leverage of less than
4.5x on a sustained basis while improving its liquidity position.
This is most likely to occur if Frontier is able to stabilize
customer trends in the CTF markets while driving subscriber
improvement in the legacy markets.



GAGE COUNTY, NE: Faces $30M Judgment, On the Brink of Bankruptcy
----------------------------------------------------------------
The American Bankruptcy Institute, citing Grant Schulte of The
Associated Press, reported that Gage County, in Nebraska, is facing
a $30 million judgment that it can't possibly pay.

According to The Associated Press, the county's problems stem from
the horrific rape and killing of 68-year-old Helen Wilson in 1985
and the conviction months later of three men and three women who
spent decades in prison before DNA evidence exonerated them and
implicated an Oklahoma man who died in 1992.  Those wrongly
convicted filed a federal lawsuit claiming investigators recklessly
worked to close the case despite contradictory evidence, and last
July, a federal jury awarded them $28.1 million, plus additional
money for attorney fees, the AP report related.

Unless the verdict is tossed out on appeal, which experts say is
unlikely, the county will be ordered to immediately pay the $30
million, the report further related.

Farmers and small town residents of the county found themselves on
the brink of a rare public bankruptcy, and wondering about possibly
selling off the county's road equipment, public buildings and few
other assets to pay down the debt, the report said.  The report
noted that the rural county of 22,000 residents only collects $8
million in taxes a year.

Bankruptcy is "definitely an option on the table," Myron Dorn, the
county board's chairman, told the AP, but it's not clear how that
would work.


GOLF SUPPLY: Duane Morris to Auction Collateral on March 7
----------------------------------------------------------
SCM Specialty Finance Opportunities Fund LP will appear at the
offices of Duane Morris LLP, 865 South Figueroa Street, 3100, Los
Angeles, California, on March 7, 2017, at 10:00 a.m. (Pacific
Time), and will offer for sale at public auction, pursuant to the
Uniform Commercial Code, the collateral of Golf Supply House USA
Inc., on account of the indebtedness owed from the Debtor to SCM
Specialty.

If you wish to attend the sale, please contact counsel to the
secured party:

         Matthew A. Olins, Esq.
         Duane Morris LLP
         190 South LaSalle Street, Suite 3700
         Chicago, IL 60603
         Tel: (312) 499-6762
         Fax: +1 312 277 9564
         E-mail: maolins@duanemorris.com

The collateral for sale consists of all of the Debtor's assets,
other than its equipment, and included, without limitation all of
the Debtor's right, title and interest:

   a) all of the Debtor's goods, accounts, inventory, contract
rights or rights to payment of money, leases, license agreements,
franchise agreements, general intangibles, commercial tort claims,
documents, instruments, cash, deposit accounts, securities
accounts, letter of credit rights, securities, and all other
investment property, supporting obligations, financial assets, and
one 2006 Biess Model Rover B4-40 FT-K CNC Machine SN 62931 CW RA
3005 D09 222 Vacuum Pump, wherever located;

   b) all of the Debtor's books and records relating to any of the
foregoing; and

   c) any and all claims, rights and interests in any of the above
and all substitutions for, additions, attachments, accessories,
accessions and improvements to and replacements, products, proceeds
and insurance proceeds of any or all of the foregoing.

The sale will be held pursuant to the UCC and will be subject to,
without limitation, these terms and conditions, among other
things:

   1) any prospective purchase who is the highest and best bidder,
other than the secured party, will be required to pay 20% of the
amount of the winning bid to the secured party at the conclusion of
the sale in the form of a cashier's check, with the balance of the
winning bid payable to the secured party within 48 hours of the
conclusion of the sale in the form of a wire transfer of
immediately available funds;

   2) The purchase price will not include any applicable foreign,
federal, state or local taxes.  The amount of any applicable
foreign, federal, state or local taxes payable or paid by or
assessed against the highest bidder at public sale contemplated
herein will be paid by the highest bidder;

   3) The highest and best bidder will be determined by the secured
party in its sole and absolute discretion;

   4) The collateral will be sold subject to all existing liens
senior to that of the lender, outstanding taxes and special
assessments, if any;

   5) The collateral will be sold on "as is, where is" basis, with
all faults, without recourse, and without any express or implied
representations or warranties whatsoever, including without
limitation, condition of the tile, possession, quite enjoyment,
value or quality of the collateral.

Golf Supply House -- http://www.golfsupplyhouse.com-- provides
golf products and equipment for driving ranges and golf courses.


GROUP MIDLAND: Has Interim Approval to Use PBB Cash Collateral
--------------------------------------------------------------
Judge Tony M. Davis of the U.S. Bankruptcy Court for the Western
District of Texas authorized Group Midland Hotels, LLC, to use the
cash collateral of Pacific Premier Bank on an interim basis.

The Debtor is authorized to collect and receive all cash funds, and
by the third week of each month, and was directed to provide
Pacific Premier's counsel an accounting of all cash funds received
and a variance report detailing any variance from line items in the
Budget for the prior two-week period.  The approved February 2017
Budget provides total expenses in the aggregate sum of $40,859.

Pacific Premier was granted valid, binding, enforceable, and
automatically perfected replacement liens in the same priority and
covering the same collateral as Pacific Premier's prepetition liens
on all currently owned or hereafter acquired property and assets of
the Debtor including all proceeds, products, rents and profits
thereof. Such replacement liens will serve as adequate protection
of the security interest of Pacific Premier, in that certain real
property commonly known as 2500 Commerce Drive, Midland, TX, 79703
including personal property securing the Debtor's obligations to
Pacific Premier.

In addition,  Pacific Premier was granted a superpriority
administrative priority claim to secure any such diminution in
value of Pacific Premier's interest in the Prepetition Collateral
resulting from the Debtor's use of Cash Collateral.

The Debtor is directed to timely pay all postpetition taxes to the
appropriate taxing authority and file appropriate tax returns and
to continue to maintain, with financially sound and reputable
insurance companies, insurance of the kind, covering the
Collateral, covering such risks and in amounts as will at all times
be reasonable satisfactory to Pacific Premier and at all times name
Pacific Premier as a loss payee.

A full-text copy of the Agreed Interim Order, dated Feb. 23, 2017,
is available at https://is.gd/n0zgYB

                           About Group Midland Hotels

Group Midland Hotels, LLC, operates a hotel formerly known as
Travelodge located in Midland, Texas.  

Group Midland Hotels filed a Chapter 11 petition (Bankr. W.D. Tex.
Case No. 17-70021), on Feb. 6, 2017.  The petition was signed by
Chetna Hira, managing member.  The case is assigned to Judge Tony
M. Davis.  At the time of filing, the Debtor had both assets and
liabilities estimated to be between $1 million to $10 million
each.

The Debtor is represented by Joyce W. Lindauer, Esq. at Joyce W.
Lindauer Attorney, PLLC.  

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


HAIN CELESTIAL: Receives Lender Waiver & Credit Facility Extension
------------------------------------------------------------------
The Hain Celestial Group, Inc., an organic and natural products
company with operations in North America, Europe and India
providing consumers with A Healthier Way of Life(TM), on Feb. 27,
2017, disclosed that it has received a waiver and extension of
certain obligations under its unsecured credit facility from its
lenders until May 30, 2017.  This relates to the delivery of
certain financial information under the credit facility including
the Company's audited financial statements for its fiscal year 2016
as well as the financial statements for the first and second
quarters of fiscal year 2017.  This will allow the Company to be
compliant with its reporting obligations while it works to complete
the filing of its Annual Report on Form 10-K for its fiscal year
ended June 30, 2016 as well as its Quarterly Reports on Form 10-Q
for the periods ended September 30, 2016 and December 31, 2016.  

"We are pleased to continue to receive the support of our bank
group led by Bank of America Merrill Lynch and Wells Fargo in
securing this waiver and extension as we move toward a conclusion
in our reporting process," commented Irwin D. Simon, Founder,
President and Chief Executive Officer of Hain Celestial.  "We
appreciate the continued confidence of the bank group in the
Company, as we have a solid financial platform with operating
flexibility including working and acquisition capital to support
our strategic growth initiatives."

As of December 31, 2016 there was $790 million in borrowings under
the credit facility, and the Company had $157 million in cash from
its worldwide operations.

                     About The Hain Celestial Group

Headquartered in Lake Success, NY, The Hain Celestial Group --
http://www.hain.com/-- is an organic and natural products company
with operations in North America, Europe and India.  Hain Celestial
participates in many natural categories with well-known brands that
include Celestial Seasonings(R), Earth's Best(R), Ella's
Kitchen(R), Terra(R), Garden of Eatin'(R), Sensible Portions(R),
Health Valley(R), Arrowhead Mills(R), MaraNatha(R), SunSpire(R),
DeBoles(R), Casbah(R), Rudi's Organic Bakery(R), Hain Pure
Foods(R), Spectrum(R), Spectrum Essentials(R), Imagine(R), Almond
Dream(R), Rice Dream(R), Soy Dream(R), WestSoy(R), The Greek
Gods(R), BluePrint(R), FreeBird(R), Plainville Farms(R), Empire(R),
Kosher Valley(R), Yves Veggie Cuisine(R), Europe's Best(R), Cully &
Sully(R), New Covent Garden Soup Co.(R), Johnson's Juice Co.(R),
Farmhouse Fare(R), Hartley's(R), Sun-Pat(R), Gale's(R),
Robertson's(R), Frank Cooper's(R), Linda McCartney(R), Lima(R),
Danival(R), Happy(R), Joya(R), Natumi(R), GG UniqueFiber(R),
Tilda(R), JASON(R), Avalon Organics(R), Alba Botanica(R), Live
Clean(R) and Queen Helene(R).  Hain Celestial has been providing A
Healthier Way of Life(TM) since 1993.


HANJIN SHIPPING: Creditors Fighting Over Sale of Shipping Container
-------------------------------------------------------------------
Erica E. Phillips, writing for The Wall Street Journal, reported
that following a declaration by a Seoul court that Hanjin Shipping
Co. is bankrupt, attorneys for a handful of the shipping company's
creditors asked for permission from a New Jersey bankruptcy court
to foreclose on the container assets and sell them.

According to the Journal, the Seoul court declared Hanjin bankrupt
and ordered the firm's liquidation, bringing about the final
chapter of the ocean-shipping industry's largest-ever collapse.
All that remains of Hanjin will be liquidated, including ships,
stakes in seaport terminals and other assets such as its
containers, the report said.

The request came days after Maher Terminals LLC, which runs one of
the Port Authority of New York and New Jersey's marine terminals,
said in a court filing that Hanjin owes more than $3 million in
penalties and storage fees on 256 containers clogging up the
terminal's docks, the report related.

The presence of those containers "causes a severe backlog and
limits the space available within the Maher Facility (which space
is extremely valuable) to offload containers from ships arriving
into the port," the Journal said, citing Maher Senior Manager
Bradley Sherwin as saying in the court filing.

Mr. Sherwin and attorneys for Maher asked for permission to sell
the containers, estimating each one would yield at most $1,000 if
sold in bulk -- "significantly less than the total Storage Charges
owed by Hanjin to Maher," the report further related.

That seemed to have gotten the attention of Hanjin's creditors, the
Journal said.  "Every day that the Banks are delayed from selling
the Containers significant storage charges are incurred and the
risk that the Containers are sold by the terminals or depots where
they are stranded is heightened," they wrote in the court filing,
according to the Journal.

                     About Hanjin Shipping

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

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

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

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

On Sept. 2, 2016, Hanjin Shipping Co. filed in the U.S. a
voluntary
petition under Chapter 15 of the Bankruptcy Code.  The Chapter 15
case is pending in New Jersey (Bankr. D.N.J. Case No. 16-27041)
before Judge John K. Sherwood.  Cole Schotz P.C. serves as counsel
to Tai-Soo Suk, the Chapter 15 petitioner and the duly appointed
foreign representative of Hanjin Shipping.


HIDALGO INDUSTRIAL: Wants Immediate Access to Cash Collateral
-------------------------------------------------------------
Hidalgo Industrial Services, Inc., seeks immediate authorization
from the U.S. Bankruptcy Court for the Northern District of Texas
to use cash collateral to fund its day-to-day operations.

The Debtor's proposed interim cash collateral budget for the period
from the Petition Date through March 31, 2017 provides total
operating disbursements of approximately $418,049.

As of the Petition Date, the Debtor estimates that it owes the
Internal Revenue Services approximately $4.5 to $5 million in
payroll taxes.  The Debtor has been working with the IRS to enter
into an installment agreement to pay this tax debt, however, the
Debtor and the IRS have been unable to reach an agreement.

The Debtor is also indebted to Frost Bank in the aggregate amount
of $3.20 million, as of the Petition Date, which is secured by all
of the Debtor's accounts and rights to payment, general
intangibles, documents of title and instruments.  Accordingly,
Frost Bank likely asserts a security interest in certain of the
Debtor's cash collateral.

In addition, the Debtor, Hidalgo Facility Solutions, Inc., Hidalgo
Sheet Metal, Inc. and certain additional individual indemnitors
entered into an Agreement of Indemnity with Allied World National
Assurance Company, whereby Allied World issued payment and
performance bonds in connection with certain of the Debtor's
construction projects.

Subsequently, Allied World filed a suit against the individual
indemnitors under the Agreement of Indemnity in the lawsuit styled
Allied World National Assurance Company v. Lanny Mooney, et al.;
Civil Action No. 4:16-cv-00812-O in the U.S. District Court for the
Northern District of Texas, Forth Worth Division, alleging among
other things, that Allied World has received $403,443 in claims on
the bonds from unpaid laborers and materialmen and faces exposure
from a lawsuit seeking $156,005 filed by All-Tex Pipe & Supply,
Inc.  Accordingly, Allied World may assert a security interest in
certain of the cash collateral.    

The Debtor proposes to grant Frost Bank and the IRS adequate
protection in the form of replacement liens upon all categories of
property of the Debtor, whether now existing or hereafter acquired
or arising, upon which Frost Bank and the IRS held prepetition
liens and security interests and all proceeds, rents, products or
profits thereof.  As between Frost Bank and the IRS, their
respective replacement liens will have the same relative priority
as did their respective prepetition liens.

The Debtor believes that Allied World's security interests in its
receivables from the projects as referred to in the Bonds are "out
of the money" and, accordingly, Allied World is not entitled to
adequate protection.

The Debtor submits that Frost Bank's and the IRS' interests will
also be adequately protected as the Debtor continues to perform new
services, collect accounts receivables, and use the proceeds of the
same to acquire new materials, perform new services and pay
operating expenses in the course of its operations, thereby
creating new cash collateral.  

A full-text copy of the Debtor's Motion, dated Feb. 26, 2017, is
available at https://is.gd/BufHjy

Hidalgo Industrial Services, Inc. is represented by:

           Jeff P. Prostok, Esq.
           Clarke V. Rogers, Esq.
           Forshey & Prostok LLP
           777 Main St., Suite 1290
           Ft. Worth, TX 76102
           Telephone: (817) 877-8855
           Facsimile: (817) 877-4151
           E-mail: jprostok@forsheyprostok.com
                   crogers@forsheyprostok.com

                     About Hidalgo Industrial Services

Hidalgo Industrial Services, Inc., is a Texas corporation
originally incorporated in 1992. The Debtor offers a full line of
construction services such as general construction,
mechanical/HVAC, plumbing, process & utility piping, industrial
ventilation, excavation, concrete: foundations and site paving,
interior finish, structural steel erection.

Hidalgo Industrial Services, Inc., filed a Chapter 11 petition
(Bankr. N.D. Tex. Case No. 17-40735) on Feb. 26, 2017.  The Debtor
is represented by Jeff P. Prostok, Esq., and Clarke V. Rogers,
Esq., at Forshey & Prostok LLP.

No creditors' committee has been appointed in the Debtor's case by
the U.S. Trustee. Further, no trustee or examiner has been
requested or appointed in the Debtor's case.


HILTON WORLDWIDE: Moody's Assigns Ba1 Rating to $750MM Term Loan
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Hilton Worldwide
Finance, LLC's proposed $750 million amendment and extension of its
Term Loan B2. Hilton's Ba2 Corporate Family Rating, Ba2-PD
Probability of Default Rating, Ba1 Bank Credit Facilities rating,
and Ba3 senior unsecured notes rating are unchanged. The rating
outlook remains stable.

At the same time, Hilton will be re-pricing the $750 million term
loan B2 and $3.209 billion term loan B2 to L + 2.0-2.25%. Moody's
views the amendment and extension as a credit positive as it will
push out the maturity of the $750 million by three years to 2023
from 2020. The amendment will also reduce Hilton's interest expense
by approximately $10 million annually.

The following ratings were assigned:

Proposed $750 million Senior Secured Term Loan B2 due 2023 at Ba1
(LGD 2)

Upon successful closing of the amendment and extension, Moody's
will withdraw the rating on the $1.0 billion (now paid down to $750
million) term loan due 2020.

LGD Adjustment

Issuer: Hilton Worldwide Finance, LLC

-- $1 Billion Senior Secured Revolving Credit Facility, revised
    to (LGD2) from (LGD3)

-- $3.225 Billion Senior Secured Term Loan B2, Revised to (LGD2)
    from (LGD3)

RATINGS RATIONALE

Hilton's Ba2 Corporate Family Rating ("CFR") reflects its large
scale (with over 800,000 rooms), its well-recognized brands, and
good diversification by geography and industry segment. The rating
also acknowledges its moderate leverage and good interest coverage.
Pro-forma for the spin-off of the real estate and timeshare
businesses, debt to EBITDA was 4.5x at December 31, 2016. Moody's
calculates debt to EBITDA as debt plus 5 x rent expense plus
under-funded pension liability plus 20% of performance guarantees
over EBITDA plus rent expense. Pro-forma EBITA to interest expense
is about 3.0 times. Also considered is that Hilton's remaining
business will be concentrated in the hotel management and franchise
business segment which Moody's views as being less exposed to
cyclical downturns given the low capital intensity, high operating
margins and level of base management fees of this business segment.
The rating is supported by Hilton's very good liquidity as provided
by its sizable free cash flow and $1 billion revolving credit
facility.

The stable outlook acknowledges that Moody's expects Hilton to
maintain a balanced financial policy and good liquidity. It also
acknowledges that Hilton has put in place a modest dividend in
place and will likely use free cash flow towards share
repurchases.

Ratings could be upgraded should Hilton achieve and maintain
debt/EBITDA (Moody's adjusted basis) below 4.25 times and
EBITA/interest expense of at least 4.0 times. An upgrade would also
require Hilton maintaining a financial policy that supports credit
metrics remaining within these levels.

Ratings could be lowered should debt/EBITDA likely being sustained
above 4.75 times or EBITA to interest expense likely to remain
below 3.0 times.

Hilton Worldwide Holdings Inc. is a leading hospitality company
with over 4,900 managed, franchised, owned and leased hotels,
resorts and timeshare properties comprising over 800,000 rooms in
104 countries and territories. Affiliates of The Blackstone Group
L.P. own approximately 45.8% of Hilton. Hilton has announced a
transaction, expected to close this quarter, in which HNA will
acquire a 25% stake from Blackstone. Annual net revenues pro-forma
for the spin-offs are $3.3 billion.

The principal methodology used in this rating was Business and
Consumer Service Industry published in October 2016.



HOLOGIC INC: S&P Raises Rating to 'BB+' on Continued Deleveraging
-----------------------------------------------------------------
S&P Global Ratings raised its rating on medical device company
Hologic Inc. to 'BB+' from 'BB'.  The outlook is stable.

S&P also raised the issue-level rating on the unsecured debt to
'BB-' from 'B+'.  The recovery rating on this debt remains '6',
indicating expectations for negligible (0%-10%; rounded estimate:
0%) recovery in a payment default.

S&P affirmed its 'BBB-' rating on the secured debt.  The recovery
rating on this debt remains '1', indicating expectations for very
high (90%-100%; rounded estimate: 95%) recovery in a payment
default.

"Our upgrade of Hologic reflects our increased confidence that the
company will maintain adjusted debt leverage between 2x and 3x and
funds from operations [FFO] to debt in the range of 30%-45% on a
sustained basis," said S&P Global Ratings credit analyst David
Kaplan.  This confidence is supported by the company persistent
prioritization of debt reduction in recent years, and its publicly
stated leverage targets, notwithstanding the significantly negative
impact from the debt-financed acquisition of Gen-Probe in 2012
under a prior management team.  S&P has revised its assessment of
financial risk to intermediate (generally consistent with debt
leverage in the range of 2x-3x), from significant (generally
consistent with debt leverage in the range of 3x-4x).

S&P's stable outlook reflects its expectation that Hologic will
maintain debt leverage between 2x and 3x over the next two years
while continuing to generate substantial free cash flow and modest
revenue and EBITDA growth.

A downgrade could occur if operating performance meaningfully fell
short of S&P's expectations such that adjusted debt leverage would
rise above 3x for a sustained period.  Rising above this threshold
would likely be predicated by a debt-financed acquisition of more
than $1 billion, or share repurchases of a similar size over the
next two years.

S&P considers an upgrade unlikely unless the company was to reduce
adjusted debt leverage under 2.0x and S&P believed it would remain
at that level on a sustained basis.  S&P thinks this scenario is
unlikely.



HUMBLE SURGICAL: Files For Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Humble Surgical Hospital LLC filed with the U.S. Bankruptcy Court
for the Southern District of Texas for Chapter 11 bankruptcy
protection on Feb. 24, 2017.

Michelle Casady, writing for Bankruptcy Law360, reports that Aetna
Life Insurance Co. also asked the district court judge on Feb. 24
to remove the bankruptcy proceedings from bankruptcy court, and
urged U.S. District Judge Lynn N. Hughes to exercise his
discretion, and preside over the case.  

Law360 recalls that the Debtor was slapped in December 2016 with a
$51.4 million judgment related to accusations that it scammed Aetna
Life out of millions by enticing patients to use out-of-network
services and paying kickbacks to doctors.

Humble Surgical Hospital, LLC, operates as a multi-specialty
surgical hospital.  It offers surgical services in the areas of
ENT, orthopedics, ophthalmology, podiatry, plastics, pain
management, chiropractics, spine, and gastroenterology.  The
company was founded in 2009 and is based in Humble, Texas.


ITT EDUCATIONAL: Robins Kaplan Appointed Co-Counsel to Trustee
--------------------------------------------------------------
Robins Kaplan LLP on Feb. 27, 2017, disclosed that it has been
appointed litigation co-counsel to the Chapter 7 Trustee for ITT
Educational Services, Inc. and its affiliated debtors.  The firm
has been retained in connection with the investigation and
prosecution of ITT claims against ITT's former directors and
officers (D&O claims).

The Trustee selected Robins Kaplan based on the firm's successful
record in high-stakes trial practice and in major bankruptcy
matters.  Robins Kaplan currently serves as counsel to the
Corinthian Distribution Trust, established for the benefit of the
stakeholders in the bankruptcy cases of Corinthian Colleges, Inc.,
the largest for-profit post-secondary education provider to file
for Chapter 11 reorganization.  Robins Kaplan also represented the
Official Student's Committee and the Official Corinthian Student
Creditors Trust while H. Jeffrey Schwartz, co-chair of Robins
Kaplan's Restructuring and Business Bankruptcy Group, served as
lead counsel to the Official Committee of Unsecured Creditors of
Corinthian Colleges.

"Robins Kaplan and its attorneys have demonstrated knowledge in
investigating and asserting estate causes of action in the
for-profit education sector as demonstrated by the four Corinthian
representations," said Mr. Schwartz.  "ITT was one of the country's
largest for-profit education companies holding a total enterprise
value of approximately $5 billion at its peak during the close of
the third quarter of 2007.  We look forward to working with the
Trustee to efficiently and aggressively pursue all D&O claims in an
effort to recover stakeholder value."

H. Jeffrey Schwartz, as well as Robins Kaplan partners Ronald J.
Schutz, chair of the National IP and Technology Litigation Group,
managing partner of the New York office, and member of the firm's
Executive Board; Michael A. Collyard, founder and chair of the
firm's E-Discovery Group; and Richard B. Allyn will lead the
engagement with ITT.

Robins Kaplan's Restructuring and Business Bankruptcy Group is a
national leader in representing debtors and creditors' committees,
as well as other constituents, including investors, lenders, and
indenture trustees, in corporate restructuring and business
bankruptcy cases.

                    About Robins Kaplan LLP

Robins Kaplan is among the nation's premier trial law firms, with
more than 220 lawyers located in Bismarck, N.D.; Boston; Los
Angeles; Minneapolis; Naples, Fla; New York; Silicon Valley; and
Sioux Falls, S.D.  The firm litigates, mediates, and arbitrates
high-stakes, complex disputes, repeatedly earning national
recognition.  Firm clients include -- as both plaintiffs and
defendants -- numerous Fortune 500 corporations, emerging-markets
companies, entrepreneurs, and individuals.

                     About ITT Educational

ITT Educational Services, Inc., is a proprietary provider of
post-secondary degree programs in the United States based on
revenue and student enrollment.  As of Dec. 31, 2015, ITT was
offering: (a) master, bachelor and associate degree programs to
approximately 45,000 students at ITT Technical Institute and Daniel
Webster College locations; and (b) short-term information
technology and business learning solutions for individuals.

ITT Educational and its subsidiaries ESI Service Corp. and Daniel
Webster College, Inc. ceased operations and commenced bankruptcy
proceedings by filing voluntary petitions for relief under Chapter
7 of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 16-07207) on
Sept. 16, 2016.


JOHN Q. HAMMONS: WICP Buying Lindon Property for $3.2 Million
-------------------------------------------------------------
John Q. Hammons Fall 2006, LLC, and its affiliates ask the U.S.
Bankruptcy Court for the District of Kansas to authorize the sale
of approximately 10.42 acres of undeveloped land located in Lindon,
Utah, to WICP West Orem, LLC for $3,200,000.

The Debtors in the chapter 11 cases consist of the Revocable Trust
of John Q. Hammons, Dated December 28, 1989 as Amended and Restated
("Trust") and 75 of its directly or indirectly wholly owned
subsidiaries and affiliates.  One of the assets owned by the Trust
is the Lindon Property.

By order entered Dec. 13, 2016, the Court granted the Debtors'
motion to reject a "Sponsor Entity Right of First Refusal
Agreement, Dated September 16, 2005 and Agreement and Amendment,
Dated December 10, 2008" executed by and among JD Holdings, LLC
("JDH") and the Debtors ("ROFR").

JDH may assert, incorrectly, that the ROFR is an interest in the
Lindon Property.  Other than the ROFR and any real estate taxes
currently owing to Utah County, Utah, there are no liens or other
encumbrances on the Lindon Property.  Real estate taxes have
historically ranged from $75-$100 per year.

On Dec. 10, 2016, the Trust received an offer to purchase the
Lindon Property from the Purchaser in the amount of $2,723,014.
After negotiating with the Purchaser, the Trust and the Purchaser
entered into a Real Estate Purchase Contract for Land.

Under the terms of the Purchase Agreement, the Purchaser will pay
$3,200,000 in cash for the Lindon Property and will pay the fee
earned by the Purchaser's real estate broker so that the Trust will
receive $3,200,000 less other standard closing costs.  The sale
will close within 30 days after Court approval.

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

            http://bankrupt.com/misc/John_Q_Hammons_905_Sales.pdf

The Lindon Property is unencumbered by a mortgage or deed of trust.


On Jan. 24, 2017, Alvarez & Marsal Real Estate Advisory Services,
LLC, prepared an appraisal for the Trust opining that the Lindon
Property's value is $2,840,000.  Thus, the purchase price exceeds
the most recent appraisal by 12.7%.

In addition, upon approval by the Court, the sale will occur
without the engagement by the Trust of a real estate broker.  As a
result, the typical broker's fee of 6% (approximately $192,000)
will be saved, and consequently, the Trust will receive greater net
proceeds than if a broker was involved.

In short, the purchase price will generate net sales proceeds well
in excess of the appraised value of the Lindon Property.  For this
reason, the Trust has not engaged, and does not propose to engage,
a broker to market the Lindon Property and thereby will avoid the
additional cost associated with paying a broker's commission and
closing will not be delayed.

Based on the forgoing, the Trust submits that the sale of the
Lindon Property is in the best interests of the Trust's bankruptcy
estate and should be approved.  In conjunction therewith, the Trust
asks the Court to approve the sale of the Lindon Property to the
Purchaser under the terms of the Purchase Agreement free and clear
of all claims and interests to include the ROFR.

                 About John Q. Hammons Fall 2006

Springfield, Mo.-based John Q. Hammons Hotels & Resorts (JQH) --
http://www.jqhhotels.com/-- is a private, independent owner and  
manager of hotels in the United States, representing brands such
as: Marriott, Hilton, Embassy Suites by Hilton, Sheraton, IHG,
Chateau on the Lake Resort / Spa & Convention Center, and Plaza
Hotels Collection.  It has portfolio of 35 hotels representing
approximately 8,500 guest rooms/suites in 16 states.

John Q. Hammons Fall 2006, LLC, and its affiliated debtors filed
chapter 11 petitions (Bankr. D. Kan. Case Nos. 16-21139 to
16-21208) on June 26, 2016.  The petitions were signed by Greggory
D. Groves, vice president.

At the time of filing, the Debtors estimated assets at $100
million
to $500 million and liabilities at $100 million to $500 million.

The Debtors are represented by Mark A. Shaiken, Esq., Mark S.
Carder, Esq., and Nicholas Zluticky, Esq., at Stinson Leonard
Street LLP.  The Debtors' conflicts counsel is Victor F. Weber,
Esq., at Merrick Baker and Strauss PC.

The Debtors engaged BMC Group, Inc., as their notice, claims, and
balloting agent; and Alvarez & Marsal Valuation Services, LLC as
appraiser.


JOSEPH DETWEILER: Court Dismisses Chapter 11 Case
-------------------------------------------------
Judge Russ Kendig of the United States Bankrupty Court for the
Northern District of Ohio, Eastern Division dismissed the
bankruptcy case captioned IN RE: JOSEPH J. DETWEILER, Debtor, CASE
NO. 09-63377 (Bankr. N.D. Ohio), because of the death of the
debtor.

A Notice of Suggestion of Death for Debtor was filed on September
16, 2016.  The parties had agreed that the debtor's Chapter 11 case
is no longer feasible as his death rendered him incapable of
generating further income to fund the Chapter 11 plan.

A full-text copy of Judge Kendig's February 16, 2017 memorandum is
available at:

        http://bankrupt.com/misc/ohnb09-63377-331.pdf  

                    About Joseph Detweiler

Based in Uniontown, Ohio, Joseph J. Detweiler filed for Chapter 11
protection (Bankr. N.D. Ohio Case No. 09-63377) on Aug. 17, 2009.
Anthony J. DeGirolamo, Esq., represents the Debtor.  In his
petition, the Debtor has $3,669,999 in total assets and
$32,913,552 in total debts.


KENAN ADVANTAGE: S&P Affirms 'B+' Rating on Sr. Sec. Facilities
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' issue-level rating on Kenan
Advantage Group Inc.'s senior secured credit facilities.  The '2'
recovery rating on these facilities remains unchanged, indicating
S&P's expectation for substantial (70%-90%; rounded estimate: 70%)
recovery in the event of a payment default.

At the same time, S&P affirmed its 'CCC+' issue-level rating on
Kenan's $405 million senior unsecured notes due 2023.  The '6'
recovery rating on the notes remains unchanged, indicating S&P's
expectation for negligible (0%-10%; rounded estimate: 5%) recovery
in the event of a payment default.

Kenan is planning to issue a $125 million incremental term loan to
provide it with funding capacity for its acquisition strategy. This
follows the Jan. 31, 2017, expiration of the company's
$150 million delayed draw term loan (of which $82 million was
drawn).

The refinancing transaction will not significantly alter the
company's credit metrics, therefore all of S&P's other ratings on
Kenan Advantage remain unchanged.  S&P's ratings on the company
reflect its participation in the highly competitive and
capital-intensive trucking industry, a strong position in the
delivery of gasoline and certain other liquids, and a substantial
debt burden. S&P expects that Kenan will maintain debt leverage of
less than 6x.

                           RECOVERY ANALYSIS

Key analytical factors

   -- S&P's simulated default scenario assumes a default in 2020
      and is based on reduced delivery volumes from major end
      markets, which cause pricing pressures that affect the
      company's revenue, margins, and cash flow.

   -- S&P has valued the company using an earnings multiple
      approach and have estimated its emergence EBITDA at
      approximately $165 million, which--with a 5x multiple--comes

      to a gross enterprise value of $825 million.

Simulated default assumptions
   -- Simulated year of default: 2020
   -- EBITDA at emergence: $165 million
   -- EBITDA multiple: 5x

Simplified waterfall
   -- Gross enterprise value: $825 million
   -- Administrative expenses: $41 million
   -- Net enterprise value: $783 billion
   -- Valuation split (obligors/nonobligors): 75%/25%
   -- Value available to secured debt: $718 million
   -- Secured first-lien debt claims: $1.02 billion
      -- Recovery expectations: 70%-90% (rounded estimate: 70%)
   -- Value available to unsecured claims: $65 million
   -- Total senior unsecured debt and pari passu unsecured claims:

      $722 million
      -- Recovery expectations 0%-10% (rounded estimate: 5%)

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

Kenan Advantage Group Inc.
Corporate Credit Rating            B/Stable/--

Ratings Affirmed; Recovery Ratings Unchanged

Kenan Advantage Group Inc.
Senior Secured Credit Facilities   B+
  Recovery Rating                   2(70%)
$405M Sr Unsecd Notes Due 2023     CCC+
  Recovery Rating                   6(5%)



KIMBOB INC: Case Summary & 8 Unsecured Creditors
------------------------------------------------
Debtor: Kimbob, Inc.
        PO Box 5
        Camp Hill, PA 17001

Case No.: 17-00836

Chapter 11 Petition Date: March 1, 2017

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Hon. Robert N Opel II

Debtor's Counsel: Kelly M Walsh, Esq.
                  SCARINGI & SCARINGI, P.C.
                  2000 Linglestown Road, Ste 106
                  Harrisburg, PA 17110
                  Tel: 7176577770
                  E-mail: kelly@scaringilaw.com

Total Assets: $1.47 million

Total Liabilities: $1.13 million

The petition was signed by Robert M. Mumma, II, president.

A copy of the Debtor's list of eight unsecured creditors is
available for free at http://bankrupt.com/misc/pamb17-00836.pdf


LAPS ENTERPRISES: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of LAPS Enterprises USA, LLC as of
March 1, according to a court docket.

LAPS Enterprises USA, LLC filed a voluntary petition under Chapter
11 of the United States Bankruptcy Court (Bankr. S.D. Fla. Case No.
16-26152) on  December 5, 2016. The Debtor is represented by David
L. Merrill, Esq. of law firm Merrill PA.

As of filing, the debtor estimates less than $1 million assets and
liabilities.


LEARNING ENHANCEMENT: Sale of Assets to JZA for $630K Approved
--------------------------------------------------------------
Judge Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized the sale by Learning
Enhancement Corp. and its affiliates of their tangible and
intangible assets to JZA Holdings, Inc., or its designee or
assignee, for $630,000.

The sale is free and clear of all liens, claims, liabilities, and
encumbrances.

In accordance with the Bidding Procedures, the Debtors received no
bids other than that of JZA and therefore cancelled the proposed
auction.

In its business judgment, the Debtors determined that JZA was the
Successful Bidder, having made the highest and best bid.

Notwithstanding Rule 6004(h), the Order will be effective
immediately upon entry and the Debtors are authorized to close the
transactions contemplated by the Purchase Agreement immediately
upon entry of the Order, subject to the terms of the Purchase
Agreement.

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

      http://bankrupt.com/misc/Learning_Enhancement_67_Order.pdf

                   About Learning Enhancement

Learning Enhancement Corp. sought Chapter 11 protection (Bankr.
N.D. Ill. Case No. 16-35537) on Nov. 7, 2016.  Judge Jack B.
Schmetterer is assigned to the case.  The petition was signed by
Roger Stark, CEO.

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

The Debtor tapped Matthew E. McClintock, Esq. and Sean P Williams,
Esq. at Goldstein & McClintock LLLP as counsel.


LEHMAN BROTHERS: LBI Trustee Proposes $228M for 5th Distribution
----------------------------------------------------------------
James W. Giddens, Trustee for the liquidation of Lehman Brothers
Inc. (LBI) under the Securities Investor Protection Act, on Feb.
24, 2017, sought Court approval to make a fifth interim
distribution in April totaling $228 million to unsecured general
creditors with allowed claims.  If approved by the Court, the
cumulative payout on allowed claims of unsecured general creditors
will total 39 percent, or approximately $9 billion.

"The potential to bring unsecured general creditor recovery to 39
percent exceeds all expectations at the outset of this
liquidation," Mr. Giddens said.  "We are continuing to wind-down
the estate by fully and fairly maximizing assets and by
deliberately resolving remaining disputed claims in a manner that
is consistent and fair for all creditors."

With this distribution total distributions to all creditors, which
include unsecured general creditors and secured, priority and
administrative creditors, will come to roughly $9 billion.
Customers have received $106 billion, fully satisfying the 111,000
customer claims.  Most customer claims were fulfilled within weeks
of the liquidation.  Secured, priority and administrative creditors
have also received 100 percent distributions.

The potential for a fifth interim distribution results in part from
assets marshaled in 2016 and the reduction in various expenses and
other liability reserves.  While the estate remains in a phase of
substantial completion, the potential for any future distribution
of this size is not certain.  Additionally, the timing of any
future distribution will largely depend on the outcomes of ongoing
litigation where a small number of claimants have appealed Court
rulings upholding the Trustee's claims determinations.

The progress in the LBI liquidation would not have been possible
without the assistance of the Securities Investor Protection
Corporation and the Securities and Exchange Commission, the
oversight of United States Bankruptcy Court, the Honorable Shelley
C. Chapman, presiding, and the success of the Trustee's
professionals at Hughes Hubbard & Reed LLP and Deloitte.

The Trustee is represented by Hughes Hubbard & Reed LLP.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more than
150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and  individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in U.S.
history.  Several other affiliates followed thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC
sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases were assigned to Judge James M. Peck.
Judge Shelley Chapman took over the case after Judge Peck retired
from the bench to join Morrison & Foerster.

A team of Weil, Gotshal & Manges, LLP, lawyers led by the late
Harvey R. Miller, Esq., serve as counsel to Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, served
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., served as the
Committee's  investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant to
the provisions of the Securities Investor Protection Act (Case No.
08-CIV-8119 (GEL)).  James W. Giddens was appointed as trustee for
the SIPA liquidation of the business of LBI.  He is represented by
Hughes Hubbard & Reed LLP.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

                          *     *     *

According to a report by Wall Street Journal Pro Bankruptcy, the
team winding down Lehman Brothers Holdings Inc. was slated to pay
out $3.8 billion to creditors in October 2016.  This was the 11th
distribution since Lehman failed in 2008, and brought the total
payout to more than $113.6 billion.  The bulk of the cash -- $83.6
billion -- has gone to pay so-called third-party, or non-Lehman
claims, WSJ related.

Bondholders were projected to receive about 21 cents on the dollar
when Lehman's bankruptcy plan went into effect in early 2012.
According to the WSJ report, Lehman said in a court filing that the
bondholders will have recovered more than 40 cents on the dollar
after the 11th distribution is completed; while general unsecured
creditors of Lehman's commodities unit will have received nearly 79
cents on the dollar following the latest distribution.


LEI MACHINING: Disclosures Get Conditional OK; April 5 Plan Hearing
-------------------------------------------------------------------
The Hon. Brenda K. Martin of the U.S. Bankruptcy Court for the
District of Arizona has conditionally approved the disclosure
statement filed by LEI Machining LLC on Dec. 19, 2016, referring to
the Debtor's plan of reorganization.

On April 5, 2017, at 1:30 p.m. the Court will conduct a hearing on
confirmation of the Plan and for the hearing on final approval of
the Disclosure Statement.

March 29, 2017, is the last day for filing and serving written
objections to confirmation of the Plan.  It is also the last day
for filing objections to the Disclosure Statement and for filing
ballots.

As reported by the Troubled Company Reporter on Dec. 26, 2016, the
Debtor filed with the Court the small business Disclosure Statement
describing the Plan, which proposes to give general unsecured
creditors a distribution of approximately 100% of their allowed
claims.

                     About LEI Machining

LEI Machining, LLC, filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 16-07089) on June 22, 2016.  The petition was signed by
Elvin Fant, Jr., member.  The Debtor is represented by Brian M.
Blum, Esq., at The Turnaround Team PLLC.  The Debtor estimated
assets and liabilities at $100,001 to $500,000 at the time of the
filing.


LIFE PARTNERS: Thompson & Knight Fights for $25.3M in Fees
----------------------------------------------------------
Martin O'Sullivan, writing for Bankruptcy Law360, reports that
Thompson & Knight LLP fought against the U.S. Trustee's objection
to the Firm's bid for $25.3 million in fees and expenses as lead
counsel to Life Partners Holdings Inc.'s Chapter 11 trustee, H.
Thomas Moran II.

Law360 recalls that the Firm asked the Texas federal court in
January to approve the compensation it is seeking.  The Firm,
according to Law360, said it has already agreed to cuts of its fee.


                  About Life Partners Holdings

Headquartered in Waco, Texas, Life Partners Holdings, Inc. --
http://www.lphi.com/-- is the parent company engaged in the    
secondary market for life insurance, commonly called "life
settlements."  Since its incorporation in 1991, Life Partners,
Inc., has completed over 162,000 transactions for its worldwide
client base of over 30,000 high net worth individuals and
institutions in connection with the purchase of over 6,500
policies totaling over $3.2 billion in face value.

LPHI is a publicly traded company incorporated in Texas and its
common stock has been delisted from the NASDAQ (formerly trading
under the symbol LPHI).

Life Partners Holdings sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20,
2015.

The case is assigned to Judge Russell F. Nelms.  J. Robert
Forshey, Esq., at Forshey & Prostok, LLP, serves as counsel to the
Debtor.

LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities
as of the Chapter 11 filing.

The official committee of unsecured creditors formed in the case
tapped Munsch Hardt Kopf & Harr, P.C., as counsel.

Tracy A. Bolt of BDO USA, LLP was named as examiner for the
Debtor's case.  At the behest of the U.S. Securities and Exchange
Commission, the U.S. Trustee, and the Creditors Committee, the
Court ordered the appointment of a Chapter 11 trustee.  On March
13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee
in LPHI's case.  The trustee is represented by Thompson & Knight
LLP.

The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for
LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No.
15-41995) and LPI Financial Services, Inc. (Case No. 15-41996).

Life Partners is estimated to have $100 million to $500 million in
assets and more than $1 billion in debt.  LPI Financial estimated
less than $50,000.


LIMITED STORES: Sycamore Partners Acquires Brand, IP Assets
-----------------------------------------------------------
Sycamore Partners on Feb. 24, 2017, disclosed that it has acquired
The Limited's brand and other related intellectual property assets.
The intellectual property was purchased through a competitive
auction run by The Limited as part of its ongoing Chapter 11
proceedings in the U.S. Bankruptcy Court for the District of
Delaware.

Sycamore plans to reintroduce the brand to the marketplace at a
later date and will communicate with The Limited's loyal customers
about how to obtain the merchandise they know and love.

                    About Sycamore Partners

Sycamore Partners is a private equity firm based in New York
specializing in consumer and retail investments.  The firm has more
than $3.5 billion in capital under management.  The firm's strategy
is to partner with management teams to improve the operating
profitability and strategic value of their businesses.  The firm's
investment portfolio currently includes Belk, Coldwater Creek,
Dollar Express, EMP Merchandising, Hot Topic, MGF Sourcing, Nine
West Holdings, Talbots and Torrid.

                 About Limited Stores Company

Limited Stores Company, LLC, et al., comprise a multi-channel
retailing company operating under the name "The Limited," which
specializes in the sale of women's clothing.

Founded in 1963 as a single store, Limited Stores expanded over
the
past five decades to become a household name throughout the United
States for women's apparel. At its peak, Limited Stores operated
approximately 750 retail brick and mortar store locations in the
United States as well as an e-commerce channel, which was
accessible through the Web site at http://www.TheLimited.com/

Limited Stores Company, LLC, Limited Stores, LLC, and The Limited
Stores GC, LLC, filed voluntary petitions under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10124) on Jan.
17,
2017, blaming, among other things, the shift of consumer
preference
from shopping at brick and mortar stores to online shopping. The
petitions were signed by Timothy D. Boates, authorized signatory.

Limited Stores Company estimated $10 million to $50 million in
assets and $100 million to $500 million in liabilities. The
Debtors
tapped Klehr Harrison Harvey Branzburg LLP as counsel; and Donlin,
Recano & Company, Inc., as notice, claims and balloting agent.

On Jan. 24, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  Kelley Drye & Warren
LLP is the proposed counsel to the Official Committee of Unsecured
Creditors.


LMCHH PCP: Hires Young Conaway as Co-Counsel
--------------------------------------------
LMCHH PCP LLC and Louisiana Medical Center and Heart Hospital, LLC,
seek authorization from the U.S. Bankruptcy Court for the District
of Delaware to employ Young Conaway Stargatt & Taylor, LLP, as
co-counsel, nunc pro tunc to the Jan. 30, 2017 petition date.

The Debtors require Young Conaway to:

   (a) provide legal advice with respect to the Debtors' powers
       and duties as debtors in possession in the continued
       operation of their business, management of their
       properties, and the potential sale of substantially all of
       their assets;

   (b) prepare and pursue confirmation of a plan and approval of a

       disclosure statement, as applicable;

   (c) prepare, on behalf of the Debtors, necessary applications,
       motions, answers, orders, reports, and other legal papers;

   (d) appear in Court and protecting the interests of the Debtors

       before the Court; and

   (e) perform all other legal services for the Debtors that may
       be necessary and proper in these proceedings.   

Young Conaway will be paid at these hourly rates:

       Joel A. Waite                $890
       Kenneth J. Enos              $570
       Travis G. Buchanan           $430
       Michelle Smith (paralegal)   $240

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

On Jan. 27, 2017, Young Conaway received a retainer of $100,000 in
connection with its representation of the Debtors.  Young Conaway
also received payment of $53,434, for estimated fees and expenses
of $50,000 on account of services rendered prior to the Petition
Date, plus payment of chapter 11 filing fees of $1,717 for each
debtor.  After applying $47,993 of the Estimated Payment to the
outstanding balance as of the commencement of these cases, Young
Conaway continues to hold a Retainer in the amount of $105,441,
which will constitute a general retainer as security for
post-petition services and expenses.

Joel A. Waite, partner of Young Conaway, 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.

In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:

   -- Young Conaway has not agreed to a variation of its standard
      or customary billing arrangements for this engagement;

   -- None of the Firm's professionals included in this engagement

      have varied their rate based on the geographic location of
      the Chapter 11 Cases; and
  
   -- Young Conaway was retained by the Debtors pursuant to an
      engagement agreement dated as of Jan. 30, 2017.  The
      billing rates and material terms of the prepetition
      engagement are the same as the rates and terms described in
      the Application and herein.

   -- The Debtors have approved or will be approving a prospective

      budget and staffing plan for Young Conaway's engagement for
      the postpetition period as appropriate.  In accordance with
      the U.S. Trustee Guidelines, the budget may be amended as
      necessary to reflect changed or unanticipated developments.  


Young Conaway can be reached at:

       Joel A. Waite, Esq.
       YOUNG, CONAWAY, STARGATT & TAYLOR LLP
       The Brandywine Bldg.
       1000 West Street, 17th Floor
       P.O. Box 391
       Wilmington, DE 19899-0391
       Tel: (302) 571-6600
       Fax: (302) 571-0453
       E-mail: jwaite@ycst.com

                      About Louisiana Medical

LMCHH PCP LLC and Louisiana Medical Center and Heart Hospital, LLC
currently operate a state-of-the-art 213,000 square facility and
two medical office buildings.

Originally licensed for 58 beds in 2003, as a result of its
physical and strategic expansion in 2007, the Hospital is now a
full-service 132-bed acute care hospital with seven operating
rooms, three catheterization laboratories, and a 24-hour heart
attack intervention center dedicated to providing advanced medical
treatment and compassionate care to patients and families
throughout the North Shore area.

LMCHH PCP and LHH sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10201) on Jan. 30,
2017.  The cases have been assigned to the Hon. Judge Laurie Selber
Silverstein.

LMCHH estimated assets in the range of $1 million to $10 million
and liabilities of up to $500 million.  LHH estimated assets in the
range of $10 million to $50 million and liabilities of $100 million
to $500 million.

The Debtors have hired Young, Conaway, Stargatt & Taylor LLP as
local counsel, Alston & Bird LLP as legal counsel, and The Garden
City Group, Inc., as claims and noticing agent.


LOUISIANA MEDICAL: Hires Alston & Bird as Counsel
-------------------------------------------------
LMCHH PCP LLC and Louisiana Medical Center and Heart Hospital, LLC,
seek authorization from the U.S. Bankruptcy Court for the District
of Delaware to employ Alston & Bird LLP as counsel, nunc pro tunc
to the Jan. 30, 2017 petition date.

The Debtors require Alston & Bird to:

   (a) assist the Debtors in the preparation of their schedules,
       statements of affairs, and the periodic financial reports
       required by the Bankruptcy Code, the Bankruptcy Rules or
       any order of this Court;

   (b) assist the Debtors in consultations, negotiations and all
       other dealings with creditors, equity security holders and
       other parties-in-interest concerning the administration
       of these Bankruptcy Cases;

   (c) prepare pleadings, conducting investigations and making
       court appearances incidental to the administration of the
       Debtors' estates;

   (d) advise the Debtors of their rights, duties and obligations
       under the Bankruptcy Code, Bankruptcy Rules, Local Rules
       and Orders of this Court;

   (e) assist the Debtors in the development and formulation of a
       plan and/or other means to maximize value to their estates,

       including the preparation of a plan, disclosure statement
       and any related documents for submission to this Court and
       to the Debtors' creditors, equity holders, and other
       parties in interest;

   (f) advise and assist the Debtors with respect to litigation;

   (g) render corporate and other legal advice and performing all
       those legal services necessary and proper to the
       functioning of the Debtors during the pendency of these
       cases; and

   (h) assist the Debtors in dealing with regulatory authorities
       with respect to their businesses and operations;
  
   (i) take any and all necessary actions in the interest of the
       Debtors and their estates incident to the proper
       representation of the Debtors in the administration of
       these cases.

Alston & Bird has agreed to a cap on partner rates at $700 per hour
and otherwise to charge the usual rates for the professionals
working on this matter.  The hourly rates for the attorneys
anticipated to be involved with this matter thus range from $515 to
$700.

Alston & Bird will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Alston & Bird has been paid $829,829 from the Debtors during the 90
days preceding the Petition Date for its various efforts on behalf
of the Debtors and in dealing with their regular and extraordinary
business and restructuring issues, including for legal services
rendered in contemplation of or in connection with these bankruptcy
filings.  Of these amounts $35,382 is currently held as security
for postpetition fees and expenses.

Grant T. Stein, a partner at Alston & Bird, 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.

In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:

   -- Alston & Bird's engagement with the Debtors is consistent
      with its standard or customary billing arrangements, except
      that Alston & Bird has agreed to a cap on partner rates at
      $700 per hour;

   -- None of the Firm's professionals included in this engagement

      have varied their rate based on the geographic location of
      the Chapter 11 Cases; and

   -- Alston & Bird was retained by the Debtors pursuant to an
      engagement agreement dated as of October 5, 2016.  The
      billing rates and material terms of the prepetition
      engagement are the same as the rates and terms described in
      the Application and herein.

   -- The Debtors have gone through a budgeting process with
      Alston & Bird and in addition thereto, have approved or will

      be approving a prospective budget and staffing plan for
      Alston & Bird's engagement for the postpetition period as
      appropriate. In accordance with the U.S. Trustee Guidelines,

      the budget may be amended as necessary to reflect changed or

      unanticipated developments.  

The firm can be reached at:

       Grant T. Stein, Esq.
       ALSTON & BIRD LLP
       One Atlantic Center
       1201 West Peachtree Street
       Suite 4900
       Atlanta, GA 30309-3424
       Tel: (404) 881-7285
       Fax: (404) 881-7777
       E-mail: grant.stein@alston.com

                      About Louisiana Medical

LMCHH PCP LLC and Louisiana Medical Center and Heart Hospital, LLC
currently operate a state-of-the-art 213,000 square facility and
two medical office buildings.

Originally licensed for 58 beds in 2003, as a result of its
physical and strategic expansion in 2007, the Hospital is now a
full-service 132-bed acute care hospital with seven operating
rooms, three catheterization laboratories, and a 24-hour heart
attack intervention center dedicated to providing advanced medical
treatment and compassionate care to patients and families
throughout the North Shore area.

LMCHH PCP and LHH sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10201) on Jan. 30,
2017.  The cases have been assigned to the Hon. Judge Laurie Selber
Silverstein.

LMCHH estimated assets in the range of $1 million to $10 million
and liabilities of up to $500 million.  LHH estimated assets in the
range of $10 million to $50 million and liabilities of $100 million
to $500 million.

The Debtors have hired Young, Conaway, Stargatt & Taylor LLP as
local counsel, Alston & Bird LLP as legal counsel, and The Garden
City Group, Inc., as claims and noticing agent.


LOUISIANA MEDICAL: Proposes Garden City as Administrative Advisor
-----------------------------------------------------------------
LMCHH PCP LLC and Louisiana Medical Center and Heart Hospital, LLC
seek authorization from the U.S. Bankruptcy Court for the District
of Delaware to employ Garden City Group, LLC as administrative
advisor, nunc pro tunc to the Jan. 30, 2017 petition date.

The Debtors require Garden City to:

   (a) assist with the preparation and filing of the Debtors'
       schedules of assets and liabilities and statements of
       financial affairs;

   (b) manage the solicitation and tabulations of votes in
       connection with any Chapter 11 plan filed by the Debtors
       and providing ballot reports to the Debtors and their
       professionals;

   (c) generate an official ballot certification and testify, if
       necessary, in support of the ballot tabulation results;

   (d) if applicable, launch, administer, and manage any rights
       offering and perform any administrative tasks in connection

       with the rights offering and any related backstop,
       including but not limited to processing the relevant forms,

       collecting and managing payments, and making or assisting
       in the distribution of cash, securities, and other
       entitlements;

   (e) manage the publication of legal notices;

   (f) manage any distributions made pursuant to a Plan;

   (g) assist with claims reconciliation, including generating
       claim objection exhibits and contract cure notices; and

   (h) provide any and all necessary administrative tasks not
       otherwise specifically set forth above as the Debtors or
       its professionals may require in connection with these
       Bankruptcy Cases.

Garden City will be paid at these hourly rates:

       Administrative, Mailroom and
         Claims Control                   $45-$55
       Project Administrators             $70-$85
       Project Supervisors                $95-$110
       Graphic Support &
       Technology Staff                  $100-$200
       Project Managers and
       Senior Project Managers           $125-$175
       Directors and
       Asst. Vice Presidents             $200-$295
       Vice Presidents and above           $295

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

The Debtors paid Garden City a $25,000 retainer.

Craig E. Johnson, assistant vice president, Operations of Garden
City, assured the Court that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtors and
their estates.

The Court will hold a hearing on the application on February 28,
2017, at 2:00 p.m. Objections were due February 21, 2017.

Garden City can be reached at:

       Craig E. Johnson
       GARDEN CITY GROUP, LLC
       P.O. Box 10363
       Dublin, OH 43017-5537
       Tel: (844) 571-1546
       E-mail: craig.johnson@gardencitygroup.com

                      About Louisiana Medical

LMCHH PCP LLC and Louisiana Medical Center and Heart Hospital, LLC
currently operate a state-of-the-art 213,000 square facility and
two medical office buildings.

Originally licensed for 58 beds in 2003, as a result of its
physical and strategic expansion in 2007, the Hospital is now a
full-service 132-bed acute care hospital with seven operating
rooms, three catheterization laboratories, and a 24-hour heart
attack intervention center dedicated to providing advanced medical
treatment and compassionate care to patients and families
throughout the North Shore area.

LMCHH PCP and LHH sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10201) on Jan. 30,
2017.  The cases have been assigned to the Hon. Judge Laurie Selber
Silverstein.

LMCHH estimated assets in the range of $1 million to $10 million
and liabilities of up to $500 million.  LHH estimated assets in the
range of $10 million to $50 million and liabilities of $100 million
to $500 million.

The Debtors have hired Young, Conaway, Stargatt & Taylor LLP as
local counsel, Alston & Bird LLP as legal counsel, and The Garden
City Group, Inc., as claims and noticing agent.


LOUISIANA MEDICAL: Sets Sales Protocol for Miscellaneous Property
-----------------------------------------------------------------
LMCHH PCP, LLC, and Louisiana Medical Center and Heart Hospital,
LLC, ask the U.S. Bankruptcy Court for the Eastern District of
Louisiana to authorize sales procedures in connection with the
private sales of inventory and equipment ("Miscellaneous
Property").

The Debtors are a nationally recognized 132-bed acute-care hospital
located in the heart of St. Tammany Parish in Lacombe, Louisiana,
specializing in treatment of cardiovascular disease and injuries
affecting the spine.  In addition to cardiovascular and spine care,
the Debtors offer a full range of inpatient and outpatient medical,
surgical, and diagnostic services covering more than 35 specialties
including orthopedics, vascular and general surgery, urology,
gastroenterology, and neurology.

In recent years, admissions revenue and net outpatient revenue have
fallen below projections, while salaries, wages, and benefits have
risen substantially.  In an attempt to increase revenue, the
Debtors added additional physicians to their network, engaged in a
concerted marketing effort, and sought out supplier contracts with
advantageous terms.  Despite implementing these new strategic
initiatives, hospital intake volume has remained flat, the growth
of the physician network has not generated sufficient revenues to
cover expenses, and increased revenue growth has been outpaced by
expenses.

On Feb. 10, 2017, the hospital ceased all operations when it
discharged the final remaining patient.

The Miscellaneous Property consists of equipment, pharmaceutical
supplies, medical devices, live tissue, and other items owned by
the Debtors that they formerly used to facilitate the Debtors' full
range of inpatient and outpatient medical, surgical, and diagnostic
services.

The Miscellaneous Property includes inventory and equipment in
which creditors ("Alleged Consignment Creditors") have alleged were
provided to the Debtors on consignment ("Alleged Consigned Goods").
The Debtors have reviewed the claims of Alleged Consignment
Creditors and have confirmed that none of the Alleged Consignment
Creditors perfected their rights in the Alleged Consigned Goods in
accordance with applicable law.  As a result, the Debtors intend to
pursue the sale of the Alleged Consigned Goods in accordance with
procedures set forth in the Miscellaneous Sale Procedures.

The Debtors are also in possession of certain pieces of equipment
that third parties provided to the Debtors for their use, provided
the Debtors continued to purchase products from those parties
("Third Party Equipment").  If the Debtors determine that title to
any of the Third Party Equipment passed to the Debtors, those
assets will be covered by to the terms of the Miscellaneous Sale
Order.  If the Debtors confirm that title never transferred to the
Debtors, or that the Debtors did not have the ability to acquire
title to this equipment, the Debtors intend to abandon those items
as provided for in the Miscellaneous Sale Order.

Due to the de minimis value and limited value of individual items,
and fast-approaching expiration dates associated with the
Miscellaneous Property, seeking separate Court approval each and
every time the Debtors seek to sell or abandon Miscellaneous
Property would be an inefficient use of the Debtors' resources and
the Court's time.  Similarly, to the extent individual items of
Miscellaneous Property are not able to be sold by the Debtors, the
Debtors ask authority to abandon such property as it will be of
inconsequential value to the estate.

The Debtors believe that the Miscellaneous Property Sales
Procedures will maximize the value of Debtors' assets and returns
on those assets for the benefit of creditors.

For Miscellaneous Property valued in the aggregate at less than
$150,000, the Debtors propose these: (i) provided the CRO approves
a proposed sale of Miscellaneous Property, the Debtors may sell
such items of Miscellaneous Property without prior notice or
approval, except prior notice will be given no later than 48 hours
before a proposed sale to Counsel to the Official Committee of
Unsecured Creditors; and (ii) on a quarterly basis, the Debtors
will file with the Court a report detailing the Miscellaneous
Property sold, to whom the Miscellaneous Property was sold, the
date of such sale, the amount such item was sold for and the
relationship between the purchaser of the Miscellaneous Property
and the Debtors.

With respect to Miscellaneous Property valued in the aggregate at
greater than $150,000, the sale of Alleged Consignment Goods, the
sale of Third Party Equipment, the sale of Miscellaneous Property
in which third parties may have an interest, or the sale of
Miscellaneous Property to an Insider, provided the CRO approves a
proposed sale of Miscellaneous Property, the Miscellaneous Property
Sales Procedures will be as follows:

    a. The Debtors will serve a notice of the proposed sale of
Miscellaneous Property to all interested parties.

    b. The deadline for filing an objection to the proposed sale of
Miscellaneous Property will be 4:00 p.m. (CST) on the day that is 5
calendar days from the date the Miscellaneous Property Sale Notice
is served.

    c. If no Objection is timely filed and served by the
Miscellaneous Property Sale Objection Deadline, the Debtors may
immediately sell the Miscellaneous Property listed in the
Miscellaneous Property Sale Notice and take any and all actions
reasonably necessary to close the sale of the Miscellaneous
Property and obtain the sale proceeds including, without
limitation, as provided in the Miscellaneous Property Sale Notice.

    d. If an Objection is timely filed by the Miscellaneous
Property Sale Objection Deadline, and cannot be settled by the
parties, the Miscellaneous Property that is the subject of the
Objection will not be sold without prior order of the Court,
provided, however, that any Miscellaneous Property set forth in the
Miscellaneous Property Sale Notice that is not the subject of an
Objection may be immediately sold in accordance with the foregoing
sentence.

    e. To the extent an Objection is timely filed by the
Miscellaneous Property Sale Objection Deadline, and cannot be
settled by the parties, or to the extent that the proposed
purchaser of the Miscellaneous Property requests a finding that the
sale satisfies Section 363(m) of the Bankruptcy Code, the Debtors
may seek a determination from the Court at a hearing before the
Court on 10 days' notice.

    f. Unless otherwise ordered by the Court, a reply to an
Objection may be filed with the Court and served on or before 12:00
p.m. (CST) on the day that is at 2 business days before the date of
the applicable hearing.

The Debtors submit that private negotiated sales of the
Miscellaneous Property, approved by the CRO in an exercise of his
fiduciary duties and independent judgment, are reasonable and
appropriate in light of the facts and circumstances of this Chapter
11 case, and procedures proposed.  The Miscellaneous Property will
be sold free and clear of liens, claims, and encumbrances.

The Miscellaneous Property Sales Procedures are designed to
maximize the value of the Miscellaneous Property to the Debtors'
estates, reduce the costs associated with maintaining and storing
the Miscellaneous Property, facilitate the orderly liquidation of
the Miscellaneous Property and facilitate the orderly wind-down of
the Debtors' operations.  Furthermore, the sale of the
Miscellaneous Property could provide additional incremental
liquidity to the Debtors going forward and realize on assets that
are subject to rapidly approaching expiration dates.  Accordingly,
the Debtors are asking that the Motion be granted on an emergency
basis because certain of the Miscellaneous Property is set to
expire or otherwise lose its value in the near term, thereby
harming the Debtors' estate.

It is in the best interests of the Debtors' estates to facilitate
the closing of the sale transaction thereby expediting the flow of
related sale proceeds into the estate.  Accordingly, the Debtors
submit that the 10-day stay set forth in Bankruptcy Rule 6004(g)
should be waived in connection with all sales of Miscellaneous
Property pursuant to the Miscellaneous Property Sale Procedures.

                         About LMCHH PCP

LMCHH PCP LLC and Louisiana Medical Center and Heart Hospital, LLC
currently operate a state-of-the-art 213,000 square facility and
two medical office buildings.

Originally licensed for 58 beds in 2003, as a result of its
physical and strategic expansion in 2007, the Hospital is now a
full-service 132-bed acute care hospital with seven operating
rooms, three catheterization laboratories, and a 24-hour heart
attack intervention center dedicated to providing advanced medical
treatment and compassionate care to patients and families
throughout the North Shore area.

LMCHH PCP and LHH sought bankruptcy protection in the U.S.
Bankruptcy Court for the District of Delaware on Jan. 30, 2017.
The Debtors are currently seeking joint administration of their
Chapter 11 cases under the main case, 17-10201.  The cases have
been assigned to the Hon. Judge Laurie Selber Silverstein.

LMCHH estimated assets in the range of $1 million to $10 million
and liabilities of up to $500 million.  LHH estimated assets in
the
range of $10 million to $50 million and liabilities of $100
million
to $500 million.

The Debtors have hired Young, Conaway, Stargatt & Taylor LLP as
local counsel, Alston & Bird LLP as legal counsel, Solic Capital
Advisors, LLC, as financial advisor and The Garden City Group,
Inc., as claims and noticing agent.


MARK LABGOLOD: Counsel Asks Court To Junk $1M Malpractice Suit
--------------------------------------------------------------
Matthew Guarnaccia, writing for Bankruptcy Law360, reports that
Linda Regenhardt, Esq., bankruptcy counsel for Mark R. Labgold,
asked a Virginia federal judge on Feb. 22 to throw out a $1 million
lawsuit over her alleged mishandling of the Debtor's personal
Chapter 7 bankruptcy case, saying only Donald King, the trustee of
the Debtor's estate, has the power to sue for malpractice.

Malpractice claims were not listed on the Debtor's bankruptcy case
schedules, the report states, citing Ms. Regenhardt.

Mark R. Labgold is a former Patton Boggs intellectual property
partner who filed for Chapter 7 bankruptcy.


MCLAIN COMPANY: Hires Michael Rose as Attorney
----------------------------------------------
McLain Company LLC seeks authorization from the U.S. Bankruptcy
Court for the Western District of Oklahoma to employ Michael J.
Rose PC as attorney.

The Debtor requires the assistance of a bankruptcy attorney in
moving forward with its Chapter 11 case.

Mr. Rose's rate of compensation is $250 per hour.

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

Michael J. Rose 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 counsel can be reached at:

       Mike Rose, Esq.
       MICHAEL J ROSE PC
       4101 Perimeter Center Drive, Suite 120
       Oklahoma City, OK 73112
       Tel: (405) 605-3757
       Fax: (405) 605-3758
       E-mail: mrose@coxinet.net

                    About McLain Company LLC

McLain Company LLC filed a Chapter 11 petition (Bankr. W.D. Okla.
Case No. 17-10025), on January 5, 2017.  The Petition was signed by
Charles McLain, President.  The Debtor is represented by Michael J.
Rose of Michael J. Rose PC.  At the time of filing, the Debtor
estimated both assets and liabilities at $0 to $50,000.


MEDAK TRUCKING: Names Patricia Rivera as Accountant
---------------------------------------------------
Medak Trucking, LLC, seeks authorization from the U.S. Bankruptcy
Court for the District of New Jersey to employ Patricia D. Rivera
as accountant.

The Debtor requires Ms. Rivera to:

   -- analyze financial records of the Debtor;

   -- prepare tax returns and financial statements;

   -- evaluate the Debtor's financial condition; and

   -- prepare monthly operating reports as required by the
      Bankruptcy proceeding.

Ms. Rivera will be compensated at $150 per hour.  Ms. Rivera also
estimated a $3,000 fee for January to June 2016 and $3,000 for July
to December 2016 for reconciling bank accounts and producing an
Income Statement and a Balance Sheet.

Ms. Rivera, 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.

Ms. Rivera can be reached at:

       Patricia D. Rivera
       123 ACCOUNTING SERVICES, LLC
       189 Berdan Avenue
       Wayne, NJ 07470
       Tel: (862) 248-0477

                       About Medak Trucking

Medak Trucking, LLC, based in Edison, N.J., filed a Chapter 11
petition (Bankr. D.N.J. Case No. 16-24788) on August 1, 2016.  The
petition was signed by Andrew Obadiaru, president.  The Debtor is
represented by David L. Stevens, Esq., at Scura, Wigfield, Heyer &
Stevens, LLP.  Judge Michael B. Kaplan presides over the case.  The
Debtor estimated $0 million to $50,000 in assets and $1 million to
$10 million in liabilities at the time of the filing.


MICHIGAN POWER: S&P Affirms 'BB+' Rating on $216MM Term Loan
------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' rating on Michigan Power
L.P.'s $216 million term loan due 2022 and $47 million revolving
credit facility due 2020.  The outlook is stable.  The recovery
rating is unchanged at '1', indicating S&P's expectation of very
high (90%-100%; rounded estimate 95%) recovery in the event of a
payment default.

The project's capacity and energy revenues are fully contracted
through 2030 under a PPA with local utility Consumers Energy.  The
project also has a steam sales agreement with Occidental Chemical
Co.  Though the latter contributes comparatively little cash flow,
the plant is required to have a steam offtaker to maintain
Qualifying Facility (QF) status, and OxyChem is contractually
required to receive volumes far in excess of what is required to
maintain this contract.

In 2016, the project's financial performance was affected by
lower-than-expected energy payments and steam sales, slightly
offset by lower fuel costs and deferred major maintenance spending.
S&P expects energy rates to remain subdued in the short term and
have updated its base-case forecast accordingly.  S&P now
anticipates a minimum DSCR of 1.56x and average of 2.3x through the
forecast period.

Energy revenues, which are a product of variable energy payments
(VEP) and fixed energy payments (FEP) under the PPA, account for
about 50% of total revenues and are a key rating driver.  The VEP
is indexed to the offtaker's cost of delivered coal.  In 2016, VEP
was about $29.73 per megawatt hour (MWh), lower than S&P's base
case expectation of $33.45/MWh, stemming mainly from a weak oil
environment, which has placed downward pressure on the cost of
transportation.  Although S&P expects oil prices to rebound
slightly, it do not expect a significant recovery in the sector,
resulting in a modest increase in VEP rates throughout our
forecast.

The FEP rate is indexed to Consumers Energy's cost to operate its
coal-fired generation plants.  This rate was about $6.05/MWh in
2016, lower than S&P's base-case expectation of $7.32/MWh, due to a
delay in retrofit spending at one of the offtaker's coal plants.
However, S&P anticipates that the operations and maintenance costs
at Consumers Energy's remaining coal-fired fleet will likely
increase due to higher environmental compliance-related costs,
resulting in a slightly higher forecast for FEP rates.

Steam sales declined in 2016 due to reduced demand from Occidental
Chemical Co.  Demand has dampened in recent years due to warmer
winters and reduced demand for oil and gas applications.

Operationally, the project has performed well with an average
availability of about 95% in the past five years.  Additionally, in
December 2016, the project entered into a long-term service
agreement with General Electric International with a term extending
through the project's PPA, which we view as favorable because it
mitigates the plant's old age and, consequently, its performance
risk.

The stable outlook reflects S&P's view that the project will
continue to operate with high availability and payments under the
PPA and will remain in line with S&P's expectations.  S&P
anticipates a DSCR of 1.92x in 2017 and minimum of 1.56x through
its forecast.


MIDWAY GOLD: Unsecureds to Get 10%-15% Under New Liquidating Plan
-----------------------------------------------------------------
Midway Gold US Inc. and affiliates filed with the U.S. Bankruptcy
Court for the District of Colorado a disclosure statement for its
second amended joint chapter 11 plan of liquidation, dated Feb. 23,
2017.

The Plan contemplates the establishment of a Lien Priority Dispute
Reserve with cash sufficient to pay in full the asserted secured
claims of the Mechanic's Lien Claimants upon resolution of the Lien
Priority Dispute and the EPC Services Company Adversary Proceeding.


However, since the filing of the original Joint Chapter 11 Plan of
Liquidation, the parties have successfully reached an agreement for
the consensual treatment of all Class 4 claims asserted by the
Mechanic's Lien Claimants and have set forth the terms of the
Mechanic's Lien Settlement in the Plan. Pursuant to the Mechanic's
Lien Settlement, each Mechanic's Lien Claimant will receive a 77.5%
recovery on the full amount of its asserted Class 4 Mechanic's Lien
Claim, without any accrued interest or attorney's fees and costs,
to be paid from the Lien Priority Dispute Reserve. The amount held
in the Lien Priority Dispute Reserve corresponding to the remaining
22.5% of each such claim will be distributed to the Senior Agent as
a supplemental distribution on account of the Senior Agent Secured
Claim.

In addition to the Mechanic's Lien Settlement, settlements have
also been reached to fully and finally resolve all claims of Ledcor
and Jacobs, each of whom asserted mechanic's lien rights and claims
arising out of work performed in connection with the Debtors' Pan
project (which were purported to be contractually subordinated to
the claims of the Senior Agent and the Subordinate Agent against
MDW Pan), including, without limitation, all claims, counterclaims
and cross-claims asserted or that could have been asserted by or on
behalf of Jacobs or Ledcor in the EPC Adversary Proceeding.

The estimated percentage recovery to holders of General Unsecured
Claims is dependent on, among other things, the amount remaining
after payment of all Allowed Administrative Claims, Claims in
connection with Professional Compensation, and Allowed Priority Tax
Claims.

Class 6 under the latest liquidating plan is the general unsecured
claims against Midway Gold US Inc. Estimated recovery for this
class is between 10% and 15%, depending on, among other things,
whether there are recoveries from the Retained Causes of Action of
MGUS.

The previous liquidating plan's estimated recovery for this class
is between 15% and 30%.

The assets available for distribution under the Plan are comprised
of (i) cash on hand as of the Effective Date, (ii) the Remaining
Assets, (iii) the Retained Causes of Action, (iv) all proceeds of
the foregoing, and (v) all other assets transferred to the Midway
Liquidating Trust constituting Liquidating Trust Assets, as
described in greater detail in the Plan.

The Remaining Assets are comprised of all assets that were not
previously sold, disposed of, transferred or abandoned prior to the
Effective Date.

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

      http://bankrupt.com/misc/cob15-16835-1181.pdf

                    About Midway Gold

Midway Gold Corp., incorporated on May 14, 1996 under the laws of
the Province of British Columbia, Canada, is engaged in the
acquisition, exploration and development of mineral properties
located in the state of Nevada and Washington.

Midway Gold operates primarily through its wholly-owned subsidiary
located in the United States, Midway Gold US Inc.  The executive
offices are in Englewood, Colorado.  Midway US currently has one
gold producing property: the Pan gold mine located in White Pine
County, Nevada.  Midway also has gold properties which are
exploratory stage projects where gold mineralization has been
identified, such as the Tonopah project in Nye County, Nevada, the
Gold Rock project in White Pine County, Nevada, and the Golden
Eagle project in Ferry County, Washington.  Out of these projects,
a permitting process has been undertaken only for the Gold Rock
project.  Finally, Midway's Spring Valley property, another gold
property located in Pershing County, Nevada, is subject to a joint
venture with Barrick Gold Exploration Inc.

On June 22, 2015, Midway Gold US Inc. and 12 related entities,
including parent Midway Gold Corp. each filed a petition in the
U.S. Bankruptcy Court for the District of Colorado seeking relief
under Chapter 11 of the U.S. Bankruptcy Code.  The Debtors' cases
have been assigned to Judge Michael E. Romero.

Judge Michael E. Romero directed the joint administration of the
cases under Case No. 15-16835.

The Debtors tapped Squire Patton Boggs (US) LLP as lead bankruptcy
counsel; Sender Wasserman Wadsworth, P.C., as special bankruptcy
and restructuring counsel; DLA Piper (Canada) LLP, as Canadian
bankruptcy counsel; Ernst & Young Inc., as information officer of
Canadian court; RBC Capital Markets, as investment banker; FTI
Consulting as financial advisor; and Epiq Solutions, as claims and
noticing agent.

Midway Gold Corp. disclosed $184 million in assets and $62.4
million in liabilities as of March 31, 2015.  Midway Gold US Inc.,
disclosed total assets of $2,461,673 and total liabilities of
$122,448,181 as of the Chapter 11 filing.

In July, the U.S. Trustee overseeing the Debtors' cases appointed
seven creditors to serve on the official committee of unsecured
creditors.  The creditors are American Assay Laboratories, EPC
Services Company, InFaith Community Foundation, Jacobs Engineering
Group Inc., SRK Consulting (US) Inc., Sunbelt Rentals, and Boart
Longyear.  Gavin/Solmonese LLC serves as its financial advisor.


MISSISSIPPI POWER: Moody's Assigns Ba1 CFR; Outlook Negative
------------------------------------------------------------
Moody's Investors Service downgraded Mississippi Power Company's
ratings, including its senior unsecured rating to Ba1 from Baa3,
preferred stock to Ba3 from Ba2, and short-term pollution control
revenue bond rating to SG from VMIG 3. At the same time, Moody's
assigned a Ba1 Corporate Family Rating (CFR), a Ba2-PD Probability
of Default rating, and an SGL-3 Speculative Grade Liquidity rating
to Mississippi Power. Mississippi Power's Baa3 Issuer Rating is
withdrawn. The rating outlook is negative. This concludes the
review initiated on 6 February 2017.

The ratings and outlook of the parent company, The Southern Company
(Southern, Baa2 senior unsecured, stable), are unchanged.

Downgrades:

Issuer: Eutaw (City of) AL, Industrial Dev. Board

-- Senior Unsecured Revenue Bonds, Downgraded to Ba1 (LGD3)
    from Baa3

-- Senior Unsecured Revenue Bonds, Downgraded to S.G. from VMIG 3

Issuer: Harrison (County of) MS

-- Senior Unsecured Revenue Bonds, Downgraded to Ba1 (LGD3)
    from Baa3

-- Senior Unsecured Revenue Bonds, Downgraded to S.G. from VMIG 3

Issuer: Mississippi Business Finance Corporation

-- Senior Unsecured Revenue Bonds, Downgraded to Ba1 (LGD3) from
    Baa3

-- Senior Unsecured Revenue Bonds, Downgraded to S.G. from VMIG 3

Issuer: Mississippi Power Company

-- Pref. Stock Preferred Stock, Downgraded to Ba3 (LGD5) from Ba2

-- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1
    (LGD3) from Baa3

Assignments:

Issuer: Mississippi Power Company

-- Probability of Default Rating, Assigned Ba2-PD

-- Speculative Grade Liquidity Rating, Assigned SGL-3

-- Corporate Family Rating, Assigned Ba1

Outlook Actions:

Issuer: Mississippi Power Company

-- Outlook, Changed To Negative From Rating Under Review

Withdrawals:

Issuer: Mississippi Power Company

-- Issuer Rating, Withdrawn, previously rated Baa3

RATINGS RATIONALE

"The downgrade of Mississippi Power's ratings reflects Moody's
expectations for heightened regulatory contentiousness as the
utility pursues cost recovery on the increasingly uneconomic Kemper
integrated gasification combined cycle (IGCC) plant, construction
of which has severely stressed the utility's financial profile"
said Michael G. Haggarty, Associate Managing Director. There is a
high degree of uncertainty with regard to regulatory treatment of
the plant, as increased capital costs, higher projected operating
costs and the continued inability of the utility to put the plant
into service has increased the possibility that the IGCC portion of
the plant may not be economic to operate at all. Despite
substantial ongoing financial and liquidity support from The
Southern Company (Baa2 stable), Mississippi Power's risk profile
has deteriorated markedly as the Kemper plant has proceeded.

On Feb. 22, 2017, Mississippi Power filed an economic viability
analysis of the Kemper plant with the Mississippi Public Service
Commission (MPSC) that showed the plant to be less economic than a
natural gas combined cycle plant in six out of nine natural gas
price and carbon cost scenarios analyzed. This is in sharp contrast
to the last four analyses submitted by the utility between 2012 and
2015 that showed the plant to be more economic than a natural gas
combined cycle plant in all of its natural gas price/carbon cost
scenarios.

A combination of lower projected long-term gas prices and a
substantial increase in projected plant operating costs has
severely hurt the plant's economic prospects. Compared to original
projections when the plant was approved in 2010, projected
operations and maintenance expenses have increased by an average
$105 million annually over the first five years of operation (or
approximately 350%) and maintenance capital has increased by an
average of $44 million annually (or approximately 240%).

Mississippi Power has also reduced its projected expectation of
plant availability (the number of operational hours on syngas)
during the first year to 35% from 59% originally. The plant is
expected to ramp up to availability of 85% by year 5, but at a
slower rate than originally anticipated. In addition, the estimate
for the Plant's heat rate on syngas has also increased to 12,160
BTU/kWh from 11,708 BTU/kWh originally. The utility is likely to
experience ongoing challenges operating the plant at consistent and
reliable levels and is in the process of identifying projects
designed to improve that performance, although the related costs
have not been fully evaluated or identified, another key variable.

These developments raise questions as to the merits of operating
the IGCC portion of the plant at all, which will lead to a higher
degree of regulatory, political, and public scrutiny of the plant
at a time when the utility intends to pursue critical rate recovery
proceedings and a determination of prudency, which has not yet
occurred. Mississippi Power expects several potential challenges
related to these regulatory cost recovery proceedings, including
those on prudence issues, financing costs, plant operating costs,
as well as the 15% portion of the project originally sold to a
cooperative utility partner that withdrew from the project two
years ago.

Due to a combination of higher debt, cost increases, and regulatory
recovery delays associated with the Kemper plant, Mississippi
Power's cash flow pre-working capital to debt ratio has fallen from
above 20% historically to 9% in 2015 and 8% in 2016, well below
Moody's financial metric guidelines for an investment grade rating.
A return of the utility's cash flow coverage metrics to pre-Kemper
levels on a sustained basis will depend on the timing and magnitude
of future rate relief on the project, which is highly uncertain.
Recovery is limited to $2.88 billion of capital costs under a
regulatory approved cap, plus about $1.5 billion of costs that are
outside of the cap, which have also increased. Recovery of higher
future operating costs are also not assured and the utility has
indicated that it is reasonably possible that full recovery of all
plant costs will not occur.

Mississippi Power is required to file a rate case on the Kemper
plant by 3 June 2017 and expects a negotiated settlement agreement.
The construction delays, higher operating costs, and lower natural
gas prices will put the Mississippi Public Service Commission in a
difficult position of being asked to approve rate recovery and a
return on a plant that is much less competitive and more expensive
to run than originally envisioned. This is particularly sensitive
given Mississippi Power's relatively high rates and demographically
below average service territory compared to most other investor
owned utilities in the southeast.

Whether the Kemper plant operates as originally expected or not, it
has led to an inordinate amount of asset concentration risk for
Mississippi Power. The $7 billion cost of the plant compares to the
utility's common equity base of $2.9 billion at 31 December 2016.
While Southern Company shareholders have borne the bulk of the
higher costs with over $2.8 billion of pre-tax charges taken on the
plant to date, Mississippi Power ratepayers could bear the brunt of
higher plant operating costs in the future, depending on the
outcome of the upcoming rate case proceedings. If the plant does
not operate as an IGCC, the utility will also lose the generation
diversity benefits that were a key rationale for the construction
of the plant originally.

Mississippi Power's Ba1 CFR is predicated on the continued credit
and liquidity support of the Southern parent company, as well as
continued access to external funding sources. Mississippi Power's
31 December 2016 SEC financial statement presentation contemplates
continuation of the utility as a going concern because of
Southern's anticipated ongoing financial support for the company.
In its fourth quarter earnings release on 22 February 2017,
Southern indicated that it is committed to the financial integrity
of Mississippi Power, a key consideration supporting the current
rating.

Mississippi Power's SGL-3 reflect the company's adequate liquidity
and high reliance on the parent company, which currently provides
$551 million of promissory notes to the utility. Mississippi
Power's cash on hand was $224 million at 31 December 2016 and the
utility maintains $173 million of bank credit facilities that
expire in 2017, of which $23 million was drawn and $40 million
provided liquidity support to variable rate pollution control
revenue bonds. Mississippi Power also has an unsecured $1.2 billion
term loan agreement with a group of banks that matures on 1 April
2018 and contains covenants that limit debt levels to 65% of total
capitalization as defined in the agreement. As of 31 December 2016,
the utility was in compliance with these covenants.
Southern's ratings and stable outlook are unchanged, reflecting
Mississippi Power's position as one of Southern's smaller utility
subsidiaries, with the Kemper project thus far having a material
but manageable impact on the parent's consolidated financial
condition. This is particularly the case since Southern's
acquisition of AGL Resources, Inc. (now Southern Company Gas) last
year, increased its overall scale, diversification, and resiliency.
Although Southern has taken over $2.8 billion of pre-tax charges
related to Kemper, the company's downgrade to Baa2 last year was
largely attributable to higher parent debt levels and lower
financial metrics due to the largely debt financed AGL
acquisition.

Southern's rating could be negatively affected if there are
additional, material debt financed acquisitions by the parent
company; if there are additional delays or cost increases at
Georgia Power's Vogtle new nuclear construction project; further
financial deterioration of EPC contractor Westinghouse Electric
Company LLC (unrated) or its parent Toshiba Corporation (Caa1,
ratings on review); if Southern's consolidated credit metrics show
a decline, including cash flow from operations pre-working capital
below 15% for an extended period; or if there is rating pressure at
one of its larger subsidiaries, including Georgia Power Company (A3
stable), Alabama Power Company (A1 stable), Southern Power Company
(Baa1 stable), or Southern Company Gas Capital (Baa1 stable).

Rating Outlook

The negative outlook on Mississippi Power's ratings reflects the
challenges and regulatory contentiousness Moody's expects as it
seeks rate recovery and a determination of prudency on the Kemper
plant. It also incorporates execution risk in bringing the plant on
line and in maintaining reliable commercial operation; uncertainty
over the plant's future operating costs and their recovery; and
questions as to whether the IGCC portion of the plant will operate
at all.

Factors That Could Lead to an Upgrade

An upgrade of Mississippi Power's rating is unlikely while the
company struggles to bring the Kemper plant into service and there
is heightened uncertainty over regulatory recovery of plant capital
and operating costs. The rating outlook could be stabilized if the
plant successfully comes on line and demonstrates reasonably
consistent and reliable commercial operation and the MPSC approves
adequate rate recovery for remaining recoverable plant capital
costs and higher future operating costs. An upgrade would also be
predicated on credit metrics returning to levels more commensurate
for an investment grade rating, including CFO pre-working capital
to debt of at least 13% on a sustained basis, and the continued
support of the parent company.

Factors That Could Lead to a Downgrade

A downgrade could occur if approved Kemper cost recovery provisions
are inadequate to sustain Mississippi Power's financial condition;
the utility does not reach a negotiated settlement and litigates
the cost recovery process; if the Kemper plant does not come on
line and reliable commercial operation is not achieved over the
near term; or if the utility's CFO pre-working capital to debt
ratio fails to recover materially to above 10% from recently
depressed levels in the single digits. The current rating is also
predicated on the continued strong financial and liquidity support
of the parent company. If Southern limits or otherwise deviates
from its thus far consistent support for Mississippi Power, a
multi-notch rating downgrade is possible.

The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in December 2013.

The Southern Company is a utility holding company headquartered in
Atlanta, Georgia and the parent company of utility subsidiaries
Alabama Power Company, Georgia Power Company, Gulf Power Company,
Mississippi Power Company, Southern Company Gas, Southern Electric
Generating Company, wholesale power company Southern Power Company,
financing subsidiaries Southern Company Gas Capital and Southern
Company Capital Funding, Inc., and commercial paper issuer Southern
Company Funding Corporation.



NAMAL ENTERPRISES: Taps Tranzon Driggers as Real Estate Broker
--------------------------------------------------------------
Namal Enterprises, LLC seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to hire a real estate
broker.

The Debtor proposes to hire Tranzon Driggers in connection with the
sale of its hotel located at 4970 Kings Heath Road, Kissimmee,
Florida.

The firm will receive a 2% commission in the event that the sales
price is $2 million or less; a 2.5% commission if it is more than
$2 million but less than $2.5 million; or a 3% commission if it is
more than $2.5 million.

Walt Driggers, III, vice-president of Tranzon Driggers, disclosed
in a court filing that the firm and its employees do not hold any
interest adverse to the Debtor's bankruptcy estate.

The firm can be reached through:

     Walt Driggers, III
     Tranzon Driggers
     100 2nd Ave South, Suite 1103S
     St. Petersburg, FL 33701  
     Tel: 877-374-4437
     Fax: 352-369-9295

                       About Namal Enterprises

Namal Enterprises, LLC, fdba Red Roof Inn Kissimmee and Blue Inn
LBVS, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
16-07190) on Aug. 22, 2016.  The petition was signed by Syed Raza,
manager. The Debtor disclosed total assets at $3.14 million and
total liabilities at $1.88 million.

The Debtor is represented by Richard J. McIntyre, Esq., and Katie
Brinson Hinton, Esq., at McIntyre Thanasides Bringgold, et al.

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


NATURAL RESOURCE: S&P Puts 'CCC+' CCR on CreditWatch Positive
-------------------------------------------------------------
S&P Global Ratings said it placed its ratings, including the 'CCC+'
corporate credit rating, on Houston-based Natural Resource Partners
L.P. on CreditWatch with positive implications.

The CreditWatch listing follows Natural Resource Partners'
announcement that it will refinance parts of its capital structure,
including issuing a $250 million preferred security, repaying and
replacing its revolving credit facility, calling its remaining L.P.
senior notes based on the new indenture (after extending the
maturity of $241 million of its senior notes to 2022), and issuing
$105 million of new L.P. senior notes due 2022.

"The CreditWatch listing indicates our expectation that there is a
50% chance of an upgrade within the next three months, as a result
of this transaction," said S&P Global Ratings credit analyst Vania
Dimova.  "In our view, the transaction will improve the company's
liquidity position, which we currently consider to be less than
adequate."

In resolving the CreditWatch, S&P Global Ratings will monitor the
progress toward closing the transaction (expected in early March);
reevaluate the company's performance; and determine the treatment
of the preferred security.



NAVISTAR INTERNATIONAL: S&P Raises CCR to 'B-', Off CreditWatch
---------------------------------------------------------------
S&P Global Ratings said that it raised its corporate credit ratings
on Navistar International Corp. and its subsidiary Navistar
Financial Corp. to 'B-' from 'CCC+'.  The outlook is stable.

At the same time, S&P raised its issue-level rating on the
company's senior secured term loan due in 2020 issued by Navistar
Inc. to 'B+' from 'B'.  The recovery rating remains '1', indicating
S&P's expectation for very high recovery (90%-100%; rounded
estimate: 95%), in the event of a payment default.  

S&P also raised the issue-level rating on Navistar's senior
unsecured debt to 'CCC+' from 'CCC.'  The recovery rating remains
'5', indicating S&P's expectations for modest recovery (10%-30%;
rounded estimate: 25%), in the event of a payment default.

Lastly, S&P raised the issue-level rating on the company's
subordinated debt to 'CCC' from 'CCC-'.  The recovery rating
remains '6', indicating S&P's expectations for negligible recovery
(0%-10%; rounded estimate: 0%), in the event of a payment default.

S&P removed all the ratings from CreditWatch, where it placed them
with positive implications on Sept. 7, 2016.  

The upgrade follows Navistar's strategic alliance with Volkswagen
Truck & Bus, which includes Volkswagen Truck & Bus' 16.6% equity
stake in Navistar, definitive agreements for the two companies to
collaborate on technology, and the formation of a procurement JV.

Following this transaction, S&P no longer views the company's
financial commitments as unsustainable in the long term, which was
a concern given market share declines in recent years.  In
addition, Volkswagen's equity stake in Navistar provides the
company with $256 million of incremental liquidity to weather
weakening demand in the North American class 8 truck market and
potentially to address its next upcoming debt maturity in 2018.  On
a pro forma basis, S&P believes the company will have approximately
$1 billion of cash on hand (not including cash at the captive
finance company), providing ample cushion to meet future financial
commitments.

In conjunction with the strategic alliance, the procurement JV
provides Navistar an opportunity to diversify its current portfolio
of products (through access to Volkswagen's supply base).  S&P
believes the procurement JV will create additional cost savings
over time as the companies align to pursue joint sourcing
opportunities.  Navistar was focused on various cost-saving
initiatives before the strategic alliance (improving both material
and manufacturing costs), and S&P believes these additional cost
benefits will continue to enhance margins.

Lastly, Navistar has finalized a definitive agreement with
Volkswagen to collaborate on technology for powertrain systems and
other advanced technologies surrounding all aspects of commercial
vehicle development.  S&P believes this technology alliance will
enable Navistar to optimize its research and development spending.
In S&P's view, this will benefit the company as it continues to
rebuild its brand following regulatory and quality issues
surrounding its proprietary engines several years ago.

Overall, S&P believes that the completion of Navistar's strategic
alliance could increase confidence in the viability of Navistar's
business and creates additional opportunities to strengthen its
core products and services.  However, S&P continues to view the
company's business risk profile as vulnerable, reflecting
operations in a highly competitive North American truck market.  In
S&P's view, the company has inferior scale, relative to peers that
maintain a stronger brand image, and financial support from light
vehicle (LV) manufacturers.  The ratings also incorporate S&P's
forecast that credit metrics will likely remain highly leveraged
over the foreseeable future.

S&P's base-case scenario assumes these:

   -- Real U.S. GDP growth of 2.4% in 2017 and 2.3% in 2018;
   -- Pressure on revenue growth attributable to the continued
      decline in North American class 8 truck market and weakness
      in the Brazilian economy;
   -- Modest improvements in EBITDA margins despite revenue
      declines, due to ongoing cost-management efforts; and
   -- Capital spending in fiscal 2017 of around $150 million, an
      increase from 2016 due to upcoming product launches.

Based on these assumptions, S&P arrives at these credit measures
for fiscal 2017:

   -- Debt to EBITDA above 10x;
   -- FFO to debt in the low–single-digit percent area; and
   -- Negative free operating cash flow (FOCF) generation.

S&P's rating on Navistar's captive finance subsidiary, Navistar
Financial Corp., reflects S&P's view that Navistar Financial's
default risk is indistinguishable from that of the parent,
Navistar. Navistar Financial generates all of its receivables from
sales of its parent's goods or services, and S&P assess Navistar
Financial as a core subsidiary.

S&P continues to view Navistar's liquidity as adequate.  The
company does not have any significant debt maturities (not
including those at its captive finance subsidiary) until its
convertible notes come due in October 2018 and its debt agreements
do not contain any financial maintenance covenants.  S&P believes
Navistar's sources of liquidity will exceed its uses by more than
1.2x over the next 12 months.  S&P also believes the company's net
sources of cash will remain positive even if EBITDA declines by
15%.

Principal liquidity sources:
   -- $800 million in cash from Navistar's manufacturing
      operations as of Oct. 31, 2016; and
   -- $256 million in additional capital from Volkswagen Truck &
      Bus' 16.6% equity stake.

Principal liquidity uses:
   -- $10.4 million in mandatory debt amortization;
   -- A working capital outflow; and
   -- Approximately $150 million in capital expenditures.

The stable outlook on Navistar reflects S&P's belief that despite
continued headwinds in the North American Class 8 truck market, the
company will continue to improve margins, reflecting the benefit of
cost-saving initiatives with the potential for additional
opportunities from its strategic alliance with Volkswagen Truck &
Bus.  However, given the company's sizable debt balance, S&P
expects it to maintain leverage greater than 10x and FFO to debt in
the low-single-digit percent area.

S&P could raise its rating on Navistar if the company leverages the
key benefits of its strategic alliance with Volkswagen Truck & Bus
to strengthen its core business such that S&P revises its
assessment of the company's competitive position, while also
meaningfully reducing leverage toward 7x, maintaining a FFO-to-debt
ratio of at least 8%, and generating positive free cash flow on a
sustained basis.

S&P could lower its rating on Navistar if the company unexpectedly
encounters challenges maintaining profitability and credit measures
deteriorate or liquidity weakens.  S&P could lower its ratings if
it come to believe that Navistar is dependent upon favorable
business, financial, and economic conditions to meet its financial
commitments, or if S&P views the company's financial obligations as
unsustainable in the long term, even though Navistar may not face a
credit or payment crisis within the next 12 months.



NEPHROS INC: Appoints Andrew Astor as Chief Financial Officer
-------------------------------------------------------------
Nephros, Inc. had hired technology and business executive Andrew
Astor as chief financial officer.

"We are very pleased to have Andy join the Nephros team," said
Daron Evans, chief executive officer of Nephros.  "Andy brings a
wealth of financial and strategic acumen to Nephros.  I believe his
experience will contribute significantly to our efforts to maximize
the Company's value for shareholders."

"I am excited to join Nephros during a period of momentum," said
Mr. Astor.  "Daron has done an excellent job of positioning the
company for success by expanding the product lines to meet customer
demands.  I look forward to working with Daron to manage the
Company's growth and capitalize on business opportunities."

Pursuant to a letter agreement dated as of Feb. 10, 2017, Mr.
Astor's employment will be at-will and will initially be at 50%
time, but after approximately six to nine months, the Company
expects to consider increasing the position to full time.  Pursuant
to the Agreement, Mr. Astor will initial receive a salary of
$10,000 per month, which the Company would expect to increase to an
annualized base salary of $250,000 if the position transitions to
full-time.  Mr. Astor is also eligible for up to a 25% annual
bonus, based primarily on Company performance.

In addition, Mr. Astor was granted a 10-year stock option to
purchase an aggregate of 579,571 shares of the Company's common
stock pursuant to the Company's 2015 Equity Incentive Plan.  The
option is exercisable at a price of $0.4599 per share, which
represents the closing sale price of the Company's common stock on
the Effective Date.  

Mr. Astor, age 60, has 30 years of financial and operating
experience.  Mr. Astor was most recently president and chief
financial officer at Open Source Consulting Group, a growth stage
services firm.  Previously, he was a Managing Director at
Synechron, a global consulting organization, from 2013 to 2015.
From 2009 to 2013, he served as vice president at Asurion, a large,
privately held insurance company.  Mr. Astor was co-founder of the
software company EnterpriseDB, and served as its CEO from 2004 to
2008.  Mr. Astor was vice president, Strategic Solutions at
webMethods (ETR: SOW), a software firm, from 2002 to 2004.  Mr.
Astor was Vice President of Transactional Products at Dun &
Bradstreet (NYSE: DNB) from 1998 to 2001.  Prior to 1998, Mr. Astor
held various roles at American Management Systems, SHL/MCI
Systemhouse, and Ernst & Young.  Mr. Astor received his Bachelor of
Arts in Mathematics from Clark University, and his MBA from The
Wharton School at the University of Pennsylvania.

                        About Nephros

River Edge, N.J.-based Nephros, Inc., is a commercial stage medical
device company that develops and sells high performance liquid
purification filters.  Its filters, which it calls ultrafilters,
are primarily used in dialysis centers and healthcare facilities
for the production of ultrapure water and bicarbonate.

Nephros reported a net loss of $3.08 million on $1.94 million of
total net revenues for the year ended Dec. 31, 2015, compared to a
net loss of $7.37 million on $1.74 million of total net revenues
for the year ended Dec. 31, 2014.

As of Sept. 30, 2016, Nephros had $3.01 million in total assets,
$1.79 million in total liabilities and $1.21 million in total
stockholders' equity.

Withum Smith+Brown, PC, in Morristown, New Jersey, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has incurred
negative cash flow from operations and recurring net losses since
inception.  These conditions, among others, raise substantial doubt
about its ability to continue as a going concern.


NEW MILLENNIUM: Moody's Lowers Corporate Family Rating to Caa3
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of New Millennium
HoldCo, Inc., the parent of Millennium Health, LLC, including the
Corporate Family Rating to Caa3 from Caa2 and the Probability of
Default Rating to Caa3-PD from Caa2-PD. Moody's also downgraded the
senior secured first lien term loan rating to Caa3 (LGD 3) from
Caa2 (LGD 3) and changed the rating outlook to negative from
stable.

The rating action reflects Moody's view that Millennium will not be
able to significantly increase its earnings and cash flow in 2017
relative to 2016 levels and that its leverage will remain extremely
high. Given debt/EBITDA in excess of 20x, there is significant
uncertainty about the company's longer term ability to sustain its
current capital structure and a high likelihood of debt impairment.
In the event of a distressed debt exchange or bankruptcy, lenders
would likely suffer material losses.

Following is a summary of Moody's rating actions on New Millennium
HoldCo, Inc.:

Ratings downgraded:

Corporate Family Rating, to Caa3 from Caa2

Probability of Default Rating, to Caa3-PD from Caa2-PD

Senior secured first lien term loan, to Caa3 (LGD 3) from Caa2 (LGD
3)

The rating outlook was changed to negative.

RATINGS RATIONALE

Millennium's Caa3 Corporate Family Rating reflects the company's
extremely high financial leverage, relatively small size, and high
reliance on one segment (urine drug testing) for the majority of
its operating earnings. Moody's expects that Millennium's earnings
will increase versus recent levels due to improvement in Medicare
reimbursement rates and cost cutting initiatives. However,
financial leverage will remain very high, and interest coverage and
free cash flow will remain weak. This creates a high degree of
uncertainty whether the company can sustain its existing capital
structure. The ratings are supported by Millennium's cash reserves
(over $130 million at September 30, 2016) and lack of financial
maintenance covenants that provide the company some flexibility to
execute its turnaround plans in 2017.

The negative rating outlook reflects Moody's view that a distressed
exchange or bankruptcy filing will become increasingly likely if
the company does not show material operating improvement in the
coming quarters.

The ratings could be downgraded if Millennium experiences faster
than expected declines in its cash balance or if the company fails
to show material improvement in earnings and cash flow by late
2017, increasing the likelihood of a default event.

Given the pressures facing the company, Moody's does not foresee an
upgrade of the rating over the near-term. An upgrade would require
sustainable improvement in the company's operating performance, as
well as a strengthened liquidity position.

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

Millennium, headquartered in San Diego, CA, provides health care
professionals with medication monitoring and drug detection
services, pharmacogenic testing, and clinical tools, scientific
data and education used to personalize treatment plans to improve
clinical outcomes and patient safety. Revenue for the twelve months
ended September 30, 2016 was in the $275-$300 million range.



NEW WORLD CONDOMINIUM: Court Approves Amended Disclosure Statement
------------------------------------------------------------------
Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern
District of Florida approved the amended disclosure statement
referring to the plan of reorganization filed by New World
Condominium Apartments IV Condominium Association, Inc.

The court has set a hearing to consider confirmation of the plan on
April 6, 2017, at 2:00 p.m. at the C. Clyde Atkins U.S. Courthouse,
301 North Miami Avenue Courtroom 4, Miami, FL 33128.

The last day for filing and serving objections to confirmation of
the plan is on March 23, 2017.

The last day for filing a ballot accepting or rejecting the plan is
on March 23, 2017.

The Troubled Company Reporter previously reported that the Class 3
secured claim of Fire Alarm Specialists will be paid 100% of the
balance owed of $58,553 over 60 months in monthly payments of
$975.88.

Funds for the payment under the Plan will be from pre and post
confirmation collection of assessments (regular and special) and
receivables.  The Debtor expects to special assess only to the
extent required to meet the plan obligations and other necessary
functions of the reorganized Debtor.

The Amended Disclosure Statement is available at:

           http://bankrupt.com/misc/flsb16-12401-86.pdf

                  About New World Condominium

New World Condominium Apartments IV Condominium Association Inc., a
not-for-profit condominium association, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
16-12401) on Feb. 22, 2016.  The petition was signed by William
Puckett, president.  The Debtor is represented by Jay M. Gamberg,
Esq., at Gamberg & Abrams.  The Debtor estimated assets at $100,001
to $500,000 and liabilities at $500,001 to $1 million at the time
of the filing.


NEWBURY COMMON: Unsecureds to Recoup Up to 65% Under Plan
---------------------------------------------------------
Newbury Common Associates, LLC, and certain of its affiliates filed
with the U.S. Bankruptcy Court for the District of Delaware a
disclosure statement dated Feb. 27, 2017, referring to the Debtors'
joint plan of liquidation.

Class 5 General Unsecured Claims are impaired by the Plan.
Estimated recoveries for holders of these claims are:

     a. Investor Trust Debtors: 35%-65%
     b. Seaboard Hotel LTS and Seaboard Hotel LTS Member: 0%
     c. Other Plan Debtors: 10%-40%

Each holder of a General Unsecured Claim will receive, in full
satisfaction thereof, its pro rata share of the applicable
Distribution Escrow Sub-Account of the Plan Debtor against whom its
claim it allowed, that remains after all payments are made to
senior Classes of Claims (excluding Class 4, Settling Lender
Claims) against such Plan Debtor in accordance with the Payment
Waterfall, until such Holder has received payment in full of its
Allowed Claim.  Payment to holders of Claims in Class 5 will be
made: (i) at the time as all Allowed Other General Unsecured Claims
against the applicable Plan Debtor are allowed; (ii) at the time
and upon such terms as may be agreed upon by the holder and the
Wind-Down Administrator; or (iii) at such time and upon such terms
as set forth in an order of the Court.

The Plan is based upon, and depends on, a multi-pronged global
settlement that, in the Plan Debtors' view, is fair, equitable, and
reasonable, and is in the best interests of all of the Plan
Debtors' stakeholders.  After extensive negotiations with the major
stakeholders in the Plan Debtors, the Plan Debtors believe that the
Plan Settlement results in meaningful distributions being made
throughout the capital structure of the various Plan Debtors.

The principal features of the Plan are: (i) the settlement of the
Settling Lender Claims, including the establishment of the Settling
Lender Escrow Account; (ii) the settlement of Causes of Action and
Plan Releases among the Settling Lenders and the holders of
Investor Claims and Equity Interests, including the establishment
of the Investor Trust; (ii) the settlement of Professional Fees
Claims; (iii) the settlement of the Substantial Contribution Claims
and the establishment of the Participant Investor Expense Fund;
(iv) the establishment of the Distribution Escrow Account, which
will be sub-divided into the Distribution Escrow Sub Accounts,
include the balance of the remaining cash in the Plan Debtors'
estates, and be used to satisfy the remaining Claims against the
Plan Debtors in accordance with the Payment Waterfall; (v) the
settlement of the Dechert Claims; and (vi) the Plan Debtor Release
in favor of the Released Parties in exchange for the compromises of
the Released Parties effected through the Plan's treatment of their
Claims and Equity Interests.

Pursuant to the Plan, the Wind-Down Administrator will be
responsible for, among other things, administering the Plan,
winding up the Plan Debtors' affairs, resolving any claim (other
than Investor Claims) filed against a Plan Debtor that is not
Allowed as of the Effective Date, and administering Distributions
to holders of Allowed Claims (other than Investor Claims and
Subordinated Claims) from the Distribution Escrow Account in
accordance with the Plan.

Immediately following the Effective Date of the Plan, the Wind-Down
Administrator will be authorized to take, in his or her sole and
absolute discretion, all actions reasonably necessary to dissolve
or cancel the limited liability company existence of the Plan
Debtors under applicable laws.

In addition, upon the Effective Date, the Chapter 11 cases for each
Plan Debtor, except for Seaboard Hotel, will be deemed closed, and
the Wind-Down Administrator will submit an order to the Court under
certification of counsel closing each Chapter 11 case, and all
matters related to the Chapter 11 cases of the Plan Debtors will
continue to be administered and addressed in the Chapter 11 case of
Seaboard Hotel.  After all Investor Causes of Action and Disputed
Claims and Equity Interests have been resolved, the U.S. Trustee
Fees have been paid, all of the funds in the Investor Trust have
been distributed in accordance with the Plan, or at earlier time as
the Wind-Down Administrator deems appropriate, the WindDown
Administrator will seek authority from the Bankruptcy Court to
close the Chapter 11 case for Seaboard Hotel, in accordance with
the Bankruptcy Code, the Bankruptcy Rules, and the Local Bankruptcy
Rules.

On the Effective Date, the Settling Lender Escrow Account will be
established in the legal name of Seaboard Hotel and funded with the
aggregate amount of $9,400,000 from the cash available at all of
the Plan Debtors.  The Settling Lender Escrow Account will be
governed by the Settling Lender Escrow Account Agreement and the
funds therein will be disbursed in accordance with its terms.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/deb15-12507-1589.pdf

                About Newbury Common Associates
   
Newbury Common Associates, LLC, et al., comprise a corporate
enterprise that owns a diverse portfolio of high quality,
distinctive commercial, hospitality and residential properties with
an aggregate of approximately 800,000 square feet located primarily
in Stamford, Connecticut.

On Dec. 13, 2015, Newbury Common Associates, LLC, and 13 affiliates
each commenced a voluntary case (Bankr. D. Del. Lead Case No.
15-12507) under chapter 11 of the Bankruptcy Code, and on Dec. 14,
Tag Forest LLC commenced a Chapter 11 case (collectively, "Original
Debtors").  On Feb. 3, 2016, Newbury Common Member Associates, LLC
and 8 affiliates commenced a voluntary case under chapter 11 of the
Bankruptcy Code; and then on Feb. 4, 88 Hamilton Avenue Associates,
LLC filed a Chapter 11 petition (collectively "Additional
Debtors").  The petitions were signed by Marc Beilinson, chief
restructuring officer.  At the time of the filing, the Debtors
estimated assets and liabilities at $100 million to $500 million.

Seaboard Realty, LLC, its principals or entities it manages serve
as the manager under the operating agreements for each of the
Debtors and is owned 50% by John J. DiMenna, Jr., 25% by Thomas L.
Kelly, Jr., and 25% by William A. Merritt, Jr.  The Original
Debtors other than Seaboard Residential, LLC, Tag, and Newbury
Common Associates, LLC, are holding companies whose assets are
substantially comprised of the equity of the Property Owner
Debtors.  The Debtors' eight operating property are owned by the
"Property Owner Debtors", namely Century Plaza Investor Associates,
LLC; Seaboard Hotel Associates, LLC; Seaboard Hotel LTS Associates,
LLC; Park Square West Associates, LLC; Clocktower Close Associates,
LLC; One Atlantic Investor Associates, LLC; 88 Hamilton Avenue
Associates, LLC; 220 Elm Street I, LLC; 300 Main Street Associates,
LLC; and Seaboard Residential, LLC.

The Original Debtors' chapter 11 cases are being jointly
administered pursuant to an order entered Dec. 18, 2015.  The
Debtors later won approval of a supplemental motion seeking joint
administration of the Additional Debtors' Chapter 11 cases with the
cases of the Original Debtors for procedural purposes only.

As of Jan. 7, 2016, the Debtors had incurred purported aggregate
funded secured indebtedness of approximately $177.2 million in
principal, including approximately $150.4 million of property-level
secured debt and approximately $26.8 million of purported and
allegedly unauthorized mezzanine debt.

The Debtors are represented by Robert S. Brady, Esq., at Young
Conaway Stargatt & Taylor, LLP, and Dechert LLP.  They retained
Donlin Recano as claims and noticing agent, and Anchin, Block &
Anchin as their Forensic Accounting Services Provider.

The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Debtors' cases.


NEXT COMMUNICATIONS: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Next Communications, Inc. as of
March 1, according to a court docket.

Next Communications, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 16-26776) on December 21, 2016.  The
Hon. Robert A. Mark presides over the case.  AM Law, LLC represents
the Debtor as counsel.

In its petition, the Debtor estimated $1 million to $10 million in
assets and $10 million to $50 million in liabilities.  The petition
was signed by Arik Maimon, CEO.


NICHOLAS DENTON: Seeks Dismissal of Chapter 11 Case
---------------------------------------------------
Nick Denton, founder and former CEO of Gawker Media Group, Inc.,
and Gawker Media, LLC, filed a motion asking the U.S. Bankruptcy
Court for the Southern District of New York to dismiss his Chapter
11 case, saying he no longer needs bankruptcy protection as his
lawsuit with Hulk Hogan, whose real name is Terry Bollea, has been
resolved.

According to papers filed in court, Mr. Denton reach an agreement
with Mr. Bollea, which, subject to Court approval, provides for,
among other things, the full release and satisfaction of the Bollea
Punitive Damages Judgment (without cash consideration from the
Debtor), the dismissal of the Bollea Appeal, and except as
otherwise provided in the Denton-Bollea Settlement, a mutual
release of any and all claims as between the Debtor and Bollea.  On
February 24, 2017, the Debtor filed a motion to approve the
Bollea-Denton Settlement, which is scheduled to be heard by the
Court at the same date and time as the hearing on the Dismissal
Motion (March 22, 2017).

Jonathan Randles, writing for The Wall Street Journal Pro
Bankruptcy, pointed out that the cause of Mr. Denton's financial
distress was the $140 million legal judgment awarded to wrestler
Hulk Hogan, and this has been settled in connection with Gawker's
bankruptcy case.

Furthermore, since the Petition Date, Mr. Denton's primary material
asset (his shares in GMGI) has been liquidated.  Consequently, the
Debtor is solvent, with liquid assets substantially in excess of
his liabilities, the court papers said.  The Chapter 11 Case has,
therefore, served its bankruptcy purpose, Mr. Dentons' lawyers told
the Bankruptcy Court.

"There is simply no need or good reason for me to continue to incur
the costs attendant to prosecuting this chapter 11 case to
closure," Mr. Denton said in a filing.

                      About Gawker Media
                        and Nick Denton

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

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

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

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

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

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

Mr. Denton filed for personal bankruptcy to protect himself from
the legal judgment awarded to Hulk Hogan in an invasion-of-privacy
lawsuit.  Nicholas G. A. Denton filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 16-12239) on August 1, 2016, and is represented
by Ilana Volkov, Esq., and Mark Tsukerman, Esq., at Cole Schotz
P.C.

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

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

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


OAKS OF PRAIRIE: Has Interim OK Use Cash Collateral Until March 31
------------------------------------------------------------------
Judge Thomas M. Lynch of the U.S. Bankruptcy Court for the Northern
District of Illinois authorized The Oaks of Prairie Point
Condominium Association to use the cash collateral of Illinois
State Bank during the period from March 1, 2017, through March 31,
2017, on an interim basis.

The Debtor is authorized to use cash collateral to the extent set
forth on the Budget, with the exception of those items identified
as "exterior repairs" which will not be paid without further
approval from Illinois State Bank.  The approved Budget provides
total projected expenses in the aggregate sum of $34,950.

The Debtor is prohibited from making any disbursements from or
deposits to the Debtor-In-Possession account currently located at
Rockford Bank and Trust without the consent of Illinois State Bank.
Additionally, the Debtor is directed to provide evidence that no
disbursement from or deposits to the Rockford Bank & Trust account
have been made.

Judge Lynch granted Illinois State Bank the following adequate
protection for its purported secured interests:

      (a) Illinois State Bank will be granted a valid and
perfected, enforceable security interest in and to the Debtor's
post-petition accounts, assessments and other receivables which are
now or hereafter become property of the estate to the extent and
priority of its alleged pre-petition liens, but only to the extent
of any diminution in the value of such assets;

      (b) The Debtor will execute any documents that may be
reasonably required by Illinois State Bank to evidence the
post-petition interests granted in the Order;

      (c) The Debtor will permit Illinois State Bank to inspect its
books and records;

      (d) The Debtor will maintain and pay premiums for insurance
to cover all of its assets from fire, theft and water damage;

      (e) The Debtor will make available to Illinois State Bank
evidence of that which constitutes its collateral or proceeds; and


      (f) The Debtor will maintain the Property in good repair and
properly manage such property.

A status hearing on the Debtor's use of cash collateral has been
scheduled for March 27, 2017 at 10:30 a.m.

A full-text copy of the Order, entered on Feb. 23, 2017, is
available at http://tinyurl.com/h3u9tm9

                   About The Oaks of Prairie Point
                       Condominium Association

The Oaks of Prairie Point Condominium Association is an Illinois
corporation that owns and operates condominium buildings located in
Lake in the Hills, Illinois, known as "The Oaks of Prairie Point
Condominium".  

The Oaks of Prairie Point Condominium sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
16-80238) on Feb. 3, 2016.  The petition was signed by Donna Smith,
property manager.  The case is assigned to Judge Thomas M. Lynch.

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

The Debtor is represented by Thomas W. Goedert, Esq., at Crane,
Heyman, Simon, Welch & Clar, in Chicago, Illinois.


OPTIMA SPECIALTY: Committee Tries to Block DIP Financing OK
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Optima Specialty
Steel, Inc., et al., filed with the U.S. Bankruptcy Court for the
District of Delaware an objection to the Debtors' request for
authorization to obtain postpetition secured financing and to use
cash collateral.

The Committee says that while the Court previously entered an order
approving the DIP Motion on an interim basis, many of the
Committee's objections raised in the preliminary objection have not
been resolved to its satisfaction or were otherwise deferred to the
final hearing on the DIP Motion.  The Committee is hopeful that it
will be able to resolve its remaining objections with the Debtors
and the DIP Lenders.  However, to the extent that its objections
are not resolved in advance of the final hearing, the Committee
reserves all rights to be heard at the final hearing and raise any
and all objections, including those previously identified in the
Preliminary Objection, to the approval of the DIP Motion on a final
basis.

Ryan Boysen, writing for Bankruptcy Law360, relates that the
Committee told the Court on Feb. 21 that it will continue to argue
at the hearing this week.

As reported by the Troubled Company Reporter on Jan. 25, 2017, the
Debtors sought the Court's permission to obtain postpetition
secured financing from DDJ Capital Management, LLC, on behalf of
certain of its managed accounts and investment funds, as well as
third parties acceptable to DDJ Capital Management, known as the
New Money DIP Lenders.  The essential terms, among others, of the
proposed DIP Facility, state that a total facility of $211,700,000,
with the proceeds of the DIP Loans consisting of and be used by the
company as follows: (i) up to $50,000,000 to fund the payment of
expenses of the type and in the amounts set forth in the Budget,
subject to Permitted Variances and the other Budget Covenants; and
(ii) upon entry of the Final Order, to repay, in full, in cash, all
Prepetition Secured Notes Obligations and the termination of the
liens securing the same.  Up to $40,000,000 of the DIP Loans will
be available upon entry of the Interim Order.

The TCR reported on Jan. 26, 2017, that the Debtors received court
approval to enter into an immediate credit facility providing up to
$40 million of new immediate borrowing capacity.

                   About Optima Specialty Steel

Optima Specialty Steel, Inc. and its affiliates filed separate
Chapter 11 bankruptcy petitions on Dec. 15, 2016: Optima Specialty
Steel, Inc. (Bankr. D. Del. 16-12789); Niagara LaSalle Corporation
(Bankr. D. Del. 16-12790); The Corey Steel Company (Bankr. D. Del.
16-12791); KES Acquisition Company (Bankr. D. Del. 16-12792); and
Michigan Seamless Tube LLC (Bankr. D. Del. 16-12793).  The
petitions were signed by Mordechai Korf, chief executive officer.
At the time of filing, the Debtor had assets and liabilities
estimated at $100 million to $500 million each.

Optima Specialty Steel and its affiliates are independent
manufacturers of specialty steel products.  Their manufacturing
facilities are located in the United States, and each of the
companies' operating units have operated in the steel industry for
more than 50 years.  At the time of the bankruptcy filing, the
Debtors collectively employ more than 900 people.

The Debtors engaged Greenberg Traurig, LLP, Wilmington, DE, as
counsel.  The Debtors tapped Ernst & Young LLP as their
accountant.

No request has been made for the appointment of a trustee or
examiner.

On Jan. 4, 2017, the U.S. Trustee for Region 3 appointed an
official committee of unsecured creditors.  The committee hired
Squire Patton Boggs (US) LLP as its lead counsel and Whiteford,
Taylor & Preston LLC as its local Delaware counsel.


ORION PROCESSING: Consumer Financial Wants $107MM Judgment OK'd
---------------------------------------------------------------
Cara Mannion, writing for Bankruptcy Law360, reports that the
Consumer Financial Protection Bureau asked a Florida federal court
on Feb. 24, 2017, to authorize a $107 million final judgment
against Orion Processing LLC.

According to Law360, the trustee supervising the Debtor's case and
the CFPB said that they reached an accord to provide reimbursement
for consumers who were allegedly misled into believing that the
Debtor would provide specialized legal consultation.

Law360 recalls that the Debtor was embroiled in an alleged
debt-relief scheme that cost consumers millions in "exorbitant,
illegal upfront fees."

Headquartered in Austin, Texas, Orion Processing LLC dba World Law
Processing filed for Chapter 7 liquidation (Bankr. W.D. Tex. Case
No. 15-10279) on Feb. 27, 2015, estimating its assets and
liabilities at between $500,001 and $1 million each.  Jerome Andrew
Brown, Esq., at The Brown Law Firm serves as the Debtor's
bankruptcy counsel.


ORLEANS HOMEBUILDERS: Court Enjoins Condo Association's Claims
--------------------------------------------------------------
Judge Kevin J. Carey of the United States Bankrupty Court for the
District of Delaware granted, in part, the motion filed by
reorganized Orleans Homebuildings, Inc., et al., to enjoin claims
arising prior to the effective date of the debtors' Modified Second
Amended Joint Plan of Reorganization.

The debtors filed chapter 11 petitions on March 1, 2010.  On April
30, 2010, the Mews at Byers Station Condominium Association, Inc.,
filed a proof of claim, asserting both secured and unsecured
claims.

The debtor's plan became effective on February 14, 2011.

On November 21, 2012, the association filed a complaint against the
reorganized debtors in the Court of Common Pleas of Chester County,
Pennsylvania, alleging that:

     (i) the reorganized debtors failed to honor statutory and
         contractual warranties to repair alleged structural       
  
         defects to common elements and limited common elements
         of the condominium, The Mews at Byers Station; and

    (ii) the reorganized debtors failed to pay assessments for
         units at the condominium that it once owned and
         subsequently sold.

The reorganized debtors moved for an order enforcing the plan
injunction, holding the association in civil contempt for violating
the plan injunction and awarding actual damages, costs, attorney
fees and punitive damages.

Judge Carey held that the plain language of the plan and
confirmation order prevent the association from pursuing
pre-petition claims against the reorganized debtors, except to
enforce any right to distribution under the terms of the plan.  The
judge concluded that the association's pre-petition claims include
any claims for damages arising out of the units and buildings
constructed and sold pre-petition, as well as any right to payment
for assessments that arose pre-petition.  The judge held that any
obligations on pre-petition claims under the plan are expunged by
the disallowance order.

The association argued, however, that the "Revesting Provision" of
the plan provides that its pre-petition claims were not discharged,
but passed through the plan and may be enforced against the
reorganized debtors.

Judge Carey held that the association's reading of the Revesting
Provision is too broad and disregards most of the language in that
section.  The judge found that the Revesting Provision's plain
language specifically applies to agreements between the debtors and
governmental or quasi-governmental agencies, and does not include
agreements between the debtors and private third-parties, even if
those obligations are referenced in an assumed agreement.

Judge Carey thus concluded that the association's causes of action
against the reorganized debtors based on claims that arose
pre-petition are barred by the plan discharge and injunction, and
any request for payment under the plan was extinguished by the
disallowance order.

Judge Carey also held that the plan's discharge and injunction
applies and bars the association from pursuing any post-petition,
pre-effective date claims agains the reorganized debtors in the
Pennsylvania action.  The judge, however, added that any claims in
the Pennsylvania action that are based upon post-effective date
sales or construction are not subject to the plan's discharge and
injunction.

The reorganized debtors' request for sanctions was deferred.

A full-text copy of Judge Carey's February 17, 2017, opinion is
available at:

          http://bankrupt.com/misc/deb10-10684-4671.pdf

                About Orleans Homebuilders

Orleans Homebuilders, Inc. -- aka FPA Corporation, OHB, Parker &
Lancaster, Masterpiece Homes, Realen Homes and Orleans --
develops, builds and markets high-quality single-family homes,
townhouses and condominiums.  From its headquarters in suburban
Philadelphia, the Company serves a broad customer base including
first-time, move-up, luxury, empty-nester and active adult
homebuyers.  The Company currently operates in these 11 distinct
markets: Southeastern Pennsylvania; Central and Southern New
Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida.  The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.  Orleans Homebuilders employs approximately 300 people.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Del. Case No. 10-10684).  Cahill Gordon & Reindell
LLP is the Debtor's bankruptcy and restructuring counsel.  Curtis
S. Miller, Esq., and Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell, are the Debtor's Delaware and restructuring
counsel.  Blank Rome LLP is the Debtor's special corporate
counsel.  Garden City Group Inc. is the Debtor's claims and notice
agent.  Gerard S. Catalanello, Esq., and James J. Vincequerra,
Esq., at Duane Morris LLP, in New York; Lawrence J. Kotler, at
Duane Morris LLP, in Philadelphia, Pennsylvania; and Richard W.
Riley, Esq., and Sommer L. Ross, Esq., at Duane Morris LLP, in
Wilmington, Delaware, serve as counsel to the Official Committee
of Unsecured Creditors.

The Company estimated assets and debts at $100 million to
$500 million as of the Petition Date.

Orleans Homebuilders, Inc., in February 2011 completed its
financial reorganization and emerged from Chapter 11 protection as
a newly reorganized company.  Orleans emerged with $160 million in
new financing, including a $30 million revolving credit facility.  


PACHECO BROTHERS: Taps Kornfield Nyberg as Legal Counsel
--------------------------------------------------------
Pacheco Brothers Gardening, Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of California to hire
legal counsel.

The Debtor proposes to hire Kornfield, Nyberg, Bendes, Kuhner
& Little, P.C. to give legal advice regarding its duties under the
Bankruptcy Code, and provide other legal services related to its
Chapter 11 case.

The hourly rates charged by the firm are:

     Eric Nyberg        $425
     Charles Bendes     $390
     Chris Kuhner       $385
     Sarah Little       $375
     Nancy Nyberg        $80

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

The firm can be reached through:

     Chris D. Kuhner, Esq.
     Sarah L. Little, Esq.
     Kornfield, Nyberg, Bendes, Kuhner & Little, P.C.
     1970 Broadway, Suite 225
     Oakland, CA 94612
     Tel: (510) 763-1000
     Fax: (510) 273-8669
     Email: c.kuhner@kornfieldlaw.com
     Email: s.little@kornfieldlaw.com

                About Pacheco Brothers Gardening

Pacheco Brothers Gardening Inc. is a full-service landscape company
providing commercial landscape maintenance, landscape installation,
turf renovation and irrigation projects.  It has been in business
for over 35 years.  

The majority of the Debtor's business is maintenance, which
involves a wide variety of services ranging from mowing and
trimming to irrigation repairs and troubleshooting.  It has a
number of East Bay municipal and public agency accounts as well as
a mix of homeowner association, commercial accounts and school
district accounts.  

The Debtor has a substantial amount of landscaping and construction
business (for example, installation of landscaping and hardscaping,
playground installation, retaining walls, landscape lighting, and
the like).  It also provides other services including tractor and
specialty services.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Calif. Case No. 17-40403), due to financial pressure brought on by
several factors, including litigation cost relating to Tom Del
Conte and TDDC Ventures LLC v. Pacheco Brothers Gardening, Inc., et
al., Case No. HG15797608, currently pending in Alameda County
Superior Court, unpaid vendors and operational difficulty due to
its debt structure.

At the time of the petition filing, the Debtor disclosed $1.36
million in assets and $2.78 million in liabilities.  The petition
was signed by Lynn Pacheco, secretary.   The case is assigned to
Judge William J. Lafferty.


PANAMA CITY INVESTMENTS: March 30 Plan Confirmation Hearing
-----------------------------------------------------------
Judge Karen K. Specie of the U.S. Bankruptcy Court for the Northern
District of Florida conditionally approved the disclosure statement
and accompanying plan of reorganization filed by Panama City
Investments, LLC, on Jan. 20, 2017.

March 23, 2017, is fixed as the last day for filing and serving
written objections to the disclosure statement and is fixed as the
last day for filing acceptances or rejections of the plan.

A confirmation hearing will be held at U.S. Courthouse, 30 W.
Government Street, Panama City, FL on March 30, 2017, at 10:00 AM,
Central Time.

Objections to confirmation shall be filed and served seven days
before the confirmation hearing.

As previously reported, under the plan, Class 5 general unsecured
creditors will receive pro-rata payments from the net remaining
proceeds from the sale of the Properties to the extent they are
sold under the Plan or sold at auction following the first
Anniversary of the Effective Date. The Plan Proponent believes that
there will be sufficient funds as of the Effective Date to make all
required payments, or that the sales of the Highway 231 and Resota
Beach Properties will be sufficient to satisfy such claims.

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

          http://bankrupt.com/misc/flnb16-50200-44.pdf  

               About Panama City Investments

Panama City Investments, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Fla. Case No. 16-50200) on July 26, 2016,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Teresa M. Dorr, Esq., at Zalkin Revell,
PLLC.

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


PBA EXECUTIVE: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of PBA Executive Suites, LLC as of
March 1, according to a court docket.

PBA Executive Suites, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 16-26136) on Dec. 3,
2016.  The petition was signed by William Smith, chief financial
officer.  The Debtor is represented by Brian K. McMahon, Esq., at
Brian K. McMahon, P.A.  At the time of the filing, the Debtor
estimated assets of less than $1 million and liabilities of less
than $500,000.


PELLERIN ENERGY: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtor: Pellerin Energy Group, LLC
                3909 Suite G-2 Ambassador Caffery Pkwy.
                Lafayette, LA 70503

Case Number: 17-50233

Involuntary Chapter 11 Petition Date: March 1, 2017

Court: United States Bankruptcy Court
       Western District of Louisiana (Lafayette)

Judge: Hon. Robert Summerhays

Alleged
Debtor's
Counsel:              Louis M. Phillips, Esq.
                      KELLY HART & PITRE LLP
                      One American Place
                      301 Main Street, Suite 1600
                      Baton Rouge, LA 70825-0004
                      Tel: (225) 381-9643
                      Fax: (225) 336-9763
                      E-mail: louis.phillips@kellyhart.com

Petitioner's Counsel: Paul Douglas Stewart, Jr., Esq.
                      STEWART ROBBINS & BROWN, LLC
                      620 Florida Street, Suite 100
                      P.O. Box 2348
                      Baton Rouge, LA 70821-2348
                      Tel: (225) 231-9998
                      Fax: (225) 709-9467
                      E-mail: dstewart@stewartrobbins.com

   Petitioner                  Nature of Claim  Claim Amount
   ----------                  ---------------  ------------
Joshua A. Pellerin                                 $63,685
117 Diamond Creek Dr.
Broussard, LA 70518


PENNGOOD LLC: Unsecureds to Receive 13% Under 2nd Amended Plan
--------------------------------------------------------------
Penngood LLC filed with the U.S. Bankruptcy Court for the District
of Columbia a second amended disclosure statement describing its
chapter 11 plan of reorganization.

Three creditors, Aspire Channel, LLC, TV One, LLC, and Reach Media,
filed objections to the debtor's first Chapter 11 Plan alleging
that the debtor received funds from Universal McCann, which
included an amount to be paid to them for media or advertising
which the debtor purchased on behalf of the U.S. Army.  These three
creditors allege that this portion of the funds paid to the debtor
by Universal McCann was to be held in trust for their benefit.

Class 3 under this amended plan includes all unsecured creditors
who claim that the debtor is or was holding funds which were or are
being held by the debtor in trust for their benefit.  At present,
this Class consists of the three creditors who have objected to the
debtor's original Chapter 11 Plan, Aspire Channel, Reach Media, and
TV One.

The plan proposes to pay class 3 claimants an immediate pro-rata
distribution of $318,402 upon the effective date of the Plan sent
to them directly by the debtor.  Those creditors electing to be in
this Class and who accept the distribution do so with the
acknowledgment that the amount so distributed represents a payment
of their claim, and they will not be entitled to any further
distribution under the amended plan.

Class 4 includes those creditors who have general unsecured claims
against the debtor.  These creditors will receive a monthly pro
rata distribution over the following 60 months as follows: $2,500
each month beginning Jan. 1 (or the first month after the effective
date of the plan, whichever is later) for the year 2017, $3,000
each month for the year 2018, $3,666.67 each month for the year
2019, $4,250 each month for the year 2020, and $5,000 each month
for the year 2021, ending on Dec. 31 (or the 60th month after the
effective date of the plan, whichever is later).

It is estimated that members of this class will receive an amount
under the proposed plan equal to approximately 13% of their claims,
assuming that Reach Media, T.V. One, and Aspire are the only
creditors who elect to be Class 3 claimants. In addition, should
the debtor recover damages from its lawsuit against its former
landlord, 1/2 of any net recovery received during the 60 months
from the effective date of the Plan, less the debtor's attorney’s
fees and expenses, shall be paid to the members of Class 4. The
estimated dividend to this class given earlier does not include
this contingency.

As reported by the TCR on Dec. 7, 2016, under the initial plan,
Class 3 general unsecured creditors will receive an immediate
pro-rata distribution of $318,402 upon the effective date of the
Plan sent to them directly by the debtor. Thereafter, they will
receive a monthly pro rata distribution over the following sixty
months as follows: $2,500 each month beginning Jan. 1 for the year
2017, $3,000 each month for the year 2018, $3,666.67 each month for
the year 2019, $4,250 each month for the year 2020, and $5,000 each
month for the year 2021, ending Dec. 31.

Class 4 under the initial plan was previously designated to the
equity owner of the debtor, Mr. Clyde Penn. Mr. Penn is now under
Class 5.

The debtor is actively pursuing additional accounts with Federal
agencies and is reasonably hopeful of obtaining contracts from
several sources, including the D.C. Government.

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

            http://bankrupt.com/misc/dcb16-00051-119.pdf

                   About Penngood LLC

Headquartered in Washington, DC, Penngood LLC dba Penn Good and
Associates LLP derives its income primarily from government
contracts, or from work done for companies who are themselves
working on government contracts and has several promising
opportunities to acquire new accounts and to expand its business
in this area. It filed for Chapter 11 bankruptcy protection
(Bankr.
D.C. Case No. 16-00051) on Feb. 15, 2016, listing $1.85 million in
total assets and $4.42 million in total liabilities. The
petition was signed by Clyde H. Penn Jr., owner.


PFO GLOBAL: Hires Orenstein Law as Counsel
------------------------------------------
PFO Global, Inc., Pro Fit Optix Holding Company, LLC, Pro Fit
Optix, Inc., PFO Technologies, LLC, PFO Optima, LLC and PFO MCO,
LLC, seek authorization from the U.S. Bankruptcy Court for the
Northern District of Texas to employ Orenstein Law Group, P.C. as
counsel.

The Debtors require Orenstein Law to:

   (a) give the Debtors respective legal advice with respect to
       their respective duties and powers;

   (b) assist the Debtors in their investigation of their assets,
       liabilities, and financial condition, the Debtors'
       businesses, and any other matter relevant to these
       Bankruptcy Cases or to the formulation of a plan or plans
       of reorganization;

   (c) file, or amend if necessary, schedules and statements of
       financial affairs and any other pleading or document deemed

       necessary to be filed on behalf of the Debtors;

   (d) participate with the Debtors in the formulation of a plan
       or plans of reorganization, including, if necessary,
       attending and assisting in negotiation sessions,
       discussions and meetings with their creditors;

   (e) assist the Debtors in the sale of their assets pursuant to
       Section 363 of the Bankruptcy Code;

   (f) assist the Debtors in requesting the appointment of
       professional persons, should such action be necessary;

   (g) represent the Debtors at all necessary hearings, including
       but not limited to motions, trials, rejection and
       acceptance of executory contract hearings, disclosure
       statement and plan confirmation hearings; and

   (h) perform such other legal services as may be required and in

       the best interests of the Debtors and their respective
       estates, including, but not limited to, prosecution of
       appropriate necessary adversary proceedings.

Orenstein Law will be paid at these hourly rates:

       Rosa R. Orenstein        $450
       Nathan M. Nichols        $275
       Carol L. Wolfram         $350
       Legal Assistants         $100

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

On January 9, 2017, Debtors provided Orenstein Law with a
pre-petition retainer in the amount of $75,000. As of the petition
date, there remained a $22,260.50 balance in the Retainer.

Rosa R. Orenstein, a shareholder at Orenstein 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 Debtors and their estates.

Orenstein Law can be reached at:

       Rosa R. Orenstein, Esq.
       Nathan M. Nichols, Esq.
       ORENSTEIN LAW GROUP, P.C.
       1910 Pacific Avenue, Suite 8040
       Dallas, TX 75201
       Tel: (214) 757-9101
       Fax: (972) 764-8110
       E-mail: rosa@orenstein-lg.com
               nathan@orenstein-lg.com

                         About PFO Global

PFO Global, Inc., and each of its affiliates Pro Fit Optix Holding
Company, LLC, Pro Fit Optix, Inc., PFO Technologies, LLC, PFO
Optima, LLC, and PFO MCO, LLC, filed their respective Chapter 11
petitions (Bankr. N.D. Tex. Case No. 17-30355, Bankr. N.D. Tex.
Case No. 17-30358, Bankr. N.D. Tex. Case No. 17-30361, Bankr. N.D.
Tex. Case No. 17-30362, Bankr. N.D. Tex. Case No. 17-30363 and
Bankr. N.D. Tex. Case No. 17-30365, respectively) on Jan. 31,
2017.

The Debtors are represented by Rosa R. Orenstein, Esq. and Nathan
M. Nichols, Esq., at Orenstein Law Group, P.C.

The Debtors are a consolidated group of companies that operate in
the eyewear and lenses industry worldwide.  Global owns 100% of
the
equity interests in Holding.  In turn, Holding owns 100% of the
equity interests in Optix, Technologies, Optima and MCO.



PFO GLOBAL: Taps Haynes and Boone as Special Corporate Counsel
--------------------------------------------------------------
PFO Global, Inc., and its debtor-affiliates seek authorization from
the U.S. Bankruptcy Court for the Northern District of Texas to
employ Haynes and Boone, LLP, as special corporate and securities
law counsel, nunc pro tunc to Jan. 31, 2017.

The Debtor requires Haynes and Boone to represent the Debtor in
connection with corporate and securities law matters that may arise
from time to time during the case.

The primary counsel working on this case will be partner William
Kleinman and associate Chelsea Belote.  Mr. Kleinman's hourly rate
is $850 and Ms. Belote's hourly rate is $450.

Haynes and Boone will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Haynes and Boone has estimated that, if the case is resolved
consensually, and Haynes and Boone's role is solely customary
securities and corporate law work then its fees during the first
three months of the case would not exceed a total of $25,000.

The Debtor proposes that it be permitted to pay 100% of fees and
expenses up to $10,000 per month subject to the approved budget in
the applicable debtor-in-possession financing order, without formal
application to the Court, upon the submission to the Debtor and the
Notice Parties of an appropriate invoice setting forth in
reasonable detail the nature of the services rendered after the
Petition Date, provided the applicable review period has passed and
no objection has been raised.  In the event the total amount to be
paid to Haynes and Boone exceeds $10,000 in a given month, then
Haynes and Boone will be required to submit a fee application.

Haynes and Boone was paid a total of $156,242 for services rendered
to the Debtor in the twelve months prior to the Petition Date.  On
the Petition Date, PFO was indebted to Haynes and Boone for
services rendered in the amount of $232,454.

William Kleinman, partner of Haynes and Boone, 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.

Haynes and Boone can be reached at:

       William S. Kleinman, Esq.
       HAYNES AND BOONE, LLP
       2323 Victory Ave., Suite 700
       Dallas, TX 75219
       Tel: (214) 651-5000
       Fax: (214) 651-5940
       E-mail: Bill.kleinman@haynesboone.com

                         About PFO Global

PFO Global, Inc., and each of its affiliates Pro Fit Optix Holding
Company, LLC, Pro Fit Optix, Inc., PFO Technologies, LLC, PFO
Optima, LLC, and PFO MCO, LLC, filed their respective Chapter 11
petitions (Bankr. N.D. Tex. Case No. 17-30355, Bankr. N.D. Tex.
Case No. 17-30358, Bankr. N.D. Tex. Case No. 17-30361, Bankr. N.D.
Tex. Case No. 17-30362, Bankr. N.D. Tex. Case No. 17-30363 and
Bankr. N.D. Tex. Case No. 17-30365, respectively) on Jan. 31,
2017.

The Debtors are represented by Rosa R. Orenstein, Esq. and Nathan
M. Nichols, Esq., at Orenstein Law Group, P.C.

The Debtors are a consolidated group of companies that operate in
the eyewear and lenses industry worldwide.  Global owns 100% of
the
equity interests in Holding.  In turn, Holding owns 100% of the
equity interests in Optix, Technologies, Optima and MCO.



PIONEER NATURAL: Moody's Ups Rating on Sr. Sub. Shelf from (P)Ba1
-----------------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured notes
rating of Pioneer Natural Resources Company to Baa2 from Baa3. The
outlook is stable.

"Pioneer's upgrade to Baa2 reflects its limited use of debt while
executing on an ambitious growth strategy, anchored by its
production from the prolific Permian Basin in West Texas,"
commented Andrew Brooks, Moody's Vice President. "Pioneer has
committed to maintaining its strong balance sheet, funding
production growth with internally generated cash flow, supplemented
by potential asset monetization proceeds and equity issuance if
necessary, while restricting its incremental use of debt."

Issuer: Pioneer Natural Resources Company

Upgrades:

Issuer Rating, Upgraded to Baa2 from Baa3

-- Pref. Shelf, Upgraded to (P)Baa3 from (P)Ba1

-- Subordinate Shelf, Upgraded to (P)Baa3 from (P)Ba1

-- Senior Unsec. Shelf, Upgraded to (P)Baa2 from (P)Baa3

-- BACKED Pref. Shelf, Upgraded to (P)Baa3 from (P)Ba1

-- BACKED Subordinate Shelf, Upgraded to (P)Baa3 from (P)Ba1

-- BACKED Senior Subordinate Shelf, Upgraded to (P)Baa3 from
    (P)Ba1

-- BACKED Senior Unsec. Shelf, Upgraded to (P)Baa2 from (P)Baa3

-- Senior Unsecured Regular Bond/Debentures, Upgraded to Baa2
    from Baa3

Outlook Actions:

Issuer: Pioneer Natural Resources Company

-- Outlook, Remains Stable

RATINGS RATIONALE

Pioneer's Baa2 senior unsecured rating is supported by its
improving credit metrics and robust liquidity, its sizeable asset
base and consistent oil-focused production growth directly
attributable to the strength of its horizontal drilling program in
the prolific Permian Basin. Pioneer has stringently limited its use
of incremental debt while exhibiting strong and increasingly lower
cost production growth. A well-hedged production mix and aggressive
cost management should continue generating a leveraged full-cycle
ratio well in excess of 1.0x, even in this lower priced crude oil
and natural gas environment. Moody's expects that Pioneer will
continue to maintain a modestly leveraged debt profile, adhering to
a goal of funding its capital spending through cash flow,
supplemented as necessary with asset-sale proceeds and equity
issuance.

Pioneer's production grew 15% in 2016 to an average 234 thousand
barrels of oil equivalent (Boe) per day, 57% of which was crude
oil, with a fourth quarter exit rate of 242 thousand Boe per day.
Directing approximately 85% of 2017's planned $2.8 billion capital
budget for drilling and completion in the Permian's multiple
Spraberry and Wolfcamp horizons, Pioneer sees annual production
gains of 15%-18% over the next several years. To protect the
funding of its drilling program, Pioneer continues to extensively
hedge its commodity price exposure, hedging approximately 85% of
its projected 2017 crude oil production and 55% of its natural gas.
Pioneer expects to fund 2017's capital spending program with
approximately $2.2 billion of projected cash from operations,
supplemented by balance sheet cash on hand. The company's year-end
proved reserve base totaled 726 million Boe (71% liquids, 89%
proved developed), representing a 175% all-sources reserve
replacement.

Production growth has been accompanied by declining financial
leverage; while production has almost doubled over the five-year
period through 2016, debt levels have fallen 30%, with debt on
production (net of March's pre-funded $485 million debt maturity)
dropping to $12,760 per Boe (including Moody's standard
adjustments). Retained cash flow (RCF) to debt at December 31 was a
strong -- given subdued commodity prices -- 49%. Year-end PV-10 of
$4.2 billion covered debt (net of March's debt maturity) 1.4x.

Pioneer's liquidity position at year-end 2016 was very strong
reflecting $2.98 billion of balance sheet cash and liquid
investments. While the company outspent cash flow by almost $1
billion (including a $428 million acreage acquisition in the
Permian), the deficit was funded by a total of $2.5 billion of
equity issuance during the year and the receipt of $500 million
from the second and final instalment of the 2015 sale of its
interest in the Eagle Ford midstream joint venture. Moody's assumes
that any further outspend will be similarly funded with balance
sheet cash, which could be partially replenished with select future
asset sale proceeds. At year-end 2016, Pioneer's $1.5 billion
unsecured revolving credit facility, with an August 2020 scheduled
maturity date, was fully available. March's $485 million and May
2018's $450 million note maturities have been pre-funded and will
be retired with cash, which will drop aggregate debt levels another
25% to $2.6 billion.

Pioneer's rating outlook is stable. An upgrade could be considered
should production approach 500,000 Boe per day while maintaining a
leveraged full-cycle ratio over 2x. Presuming Pioneer executes on
its growth objectives as planned, Moody's would expects any
incremental use of debt be limited such that debt to average daily
production at the same time would not exceed $12,000 per Boe. A
re-leveraging of Pioneer's balance sheet to fund production growth
or an inability to fully execute on its growth objectives with RCF
to debt dropping below 30% could prompt a ratings downgrade.

Pioneer Natural Resources Company is an independent exploration and
production company headquartered in Irving, Texas.

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



PREMIER KIDS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Premier Kids Enrichment Center, LLC
        3475 N. Watkins Street
        Memphis, TN 38127
        Tel: 901-649-2255

Case No.: 17-21855

Chapter 11 Petition Date: March 1, 2017

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: Hon. Paulette J. Delk

Debtor's Counsel: Brian L Davis, Esq.
                  DAVIS LAW FIRM, PLLC
                  254 Court Avenue, Suite 300
                  Memphis, TN 38103
                  Tel: 662-393-8542
                  E-mail: davislaw@davislawfirmpc.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Harry L.Smith, member.

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/tnwb17-21855.pdf


PRICEVILLE PARTNERS: Plan Trustee Hires Maples Law as Counsel
-------------------------------------------------------------
Stuart M. Maples, Plan Trustee of Priceville Partners, LLC, seeks
authorization from the U.S. Bankruptcy Court for the Northern
District of Alabama to employ Maples Law Firm, PC, as counsel for
the Plan Trustee, nunc pro tunc to Jan. 18, 2017.

The Plan Trustee requires the assistance of counsel so as to enable
him to perform properly his functions as Plan Trustee in this case.
The retention of the attorneys is necessary to assist in
investigation and recovery of assets and the matters related
thereto.

Maples Law will be reimbursed for reasonable out-of-pocket expenses
incurred.

Deanna S. Smith, attorney with Maples Law, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estate.

Maples Law can be reached at:

       Deanna S. Smith, Esq.
       MAPLES LAW FIRM, PC
       200 Clinton Ave West, Suite 1000
       Huntsville, AL 35801
       Tel: (256) 489-9779
       Fax: (256) 489-9720
       E-mail: dsmith@mapleslawfirmpc.com

                   About Priceville Partners

Decatur, Alabama-based Priceville Partners, LLC, also known as
Performance Auto Sales, is engaged in the sale of automobiles.

Priceville Partners sought Chapter 11 protection (Bankr. N.D. Ala.
Case No. 16-80675) on March 4, 2016.  The case is assigned to
Judge Clifton R. Jessup Jr.

Lee R. Benton and Samuel C. Stephens, Esq., at Benton & Centeno,
LLP, are the Debtor's bankruptcy attorneys.  Andrew P. Campbell,
Esq., and Todd Campbell, Esq., at the Law Firm of Campbell Guin,
LLC, have been tapped as special counsel.

The Debtor estimated $500,000 to $1 million in assets and $1
million to $10 million in debt.


PRINCESS POLLY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Princess Polly Anna, Inc
        PO BOX 1624
        Lewisburg, WV 24901

Case No.: 17-50060

Chapter 11 Petition Date: March 1, 2017

Court: United States Bankruptcy Court
       Southern District of West Virginia (Beckley)

Judge: Hon. Frank W. Volk

Debtor's Counsel: John F. Leaberry, Esq.
                  LAW OFFICE OF JOHN LEABERRY
                  167 Patrick Street
                  Lewisburg, WV 24901
                  Tel: (304) 645-2025
                  E-mail: leaberry01@yahoo.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Frederick J. Taylor, president.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/wvsb17-50060.pdf


PURADYN FILTER: Glenhill Advisors et al. Have 7.8% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Glenhill Advisors, LLC, Glenn J. Krevlin, Glenhill
Capital Advisors, LLC, Glenhill Capital Management, LLC and
Glenhill Capital Overseas Master Fund, LP reported that as of
Dec. 31, 2016, they beneficially own 3,787,308 shares of common
stock of Puradyn Filter Technologies Incorporated representing 7.8
percent of the shares outstanding.

Glenn J. Krevlin is the managing member and control person of
Glenhill Advisors, LLC, and is the sole shareholder of Krevlin
Management, Inc.  Krevlin Management, Inc. is the managing member
of Glenhill Capital Advisors, LLC, which is the investment manager
of Glenhill Capital Overseas Master Fund, LP, a security holder of
the Issuer.  Glenhill Advisors, LLC is the managing member of
Glenhill Capital Management, LLC.  Glenhill Capital Management, LLC
is the sole shareholder of Glenhill Capital Overseas GP, Ltd.
Glenhill Capital Overseas GP, Ltd. is general partner of Glenhill
Capital Overseas Master Fund, LP.

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

                     https://is.gd/I2AWs7

                      About Puradyn Filter

Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated
(OTC BB: PFTI) designs, manufactures and markets the puraDYN's Oil
Filtration System.

Puradyn reported a net loss of $1.44 million on $1.97 million of
net sales for the year ended Dec. 31, 2015, compared to a net loss
of $1.15 million on $3.11 million of net sales for the year ended
Dec. 31, 2014.

As of Sept. 30, 2016, Puradyn Filter had $1.57 million in total
assets, $15.10 million in total liabilities and a total
stockholders' deficit of $13.52 million.

Liggett & Webb, P.A., in Boynton Beach, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has
experienced net losses since inception and negative cash flows from
operations and has relied on loans from related parties to fund its
operations.  These factors raise substantial doubt about the
Company's ability to continue as a going concern, the auditors
said.


RABBE FARMS: Plan Outline Okayed, Plan Hearing Set for April 6
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota will
consider approval of the Chapter 11 plan of Rabbe Farms LLP and
Rabbe AG Enterprises, General Partnership, at a hearing on April
6.

The hearing will be held at 9:30 a.m., at the U.S. Courthouse,
Courtroom 8 West, 300 South Fourth Street, Minneapolis, Minnesota.

The court had earlier approved the companies' disclosure statement,
allowing them to start soliciting votes from creditors.  

The Feb. 23 order required voting creditors to file the ballots
accepting or rejecting the plan five days prior to the hearing.
Objections must be filed at least seven days before the hearing.

                      About Rabbe Farms LLP

Headquartered in Ormsby, Minnesota, Rabbe Farms LLP, dba Rabbe
Grain Co., dba Rabbe Grain Elevator, filed for Chapter 11
bankruptcy protection (Bankr. D. Minn. Case No. 15-33479) and
affiliates Rabbe Ag Enterprises General Partnership (Bankr. D.
Minn. Case No. 15-33481) and North Country Seed, LLC (Bankr. D.
Minn. Case No. 15-33482) filed separate Chapter 11 bankruptcy
protection on Sept. 29, 2015.  The petitions were signed by Joel
Rabbe, general partner.

Judge Kathleen H Sanberg presides over the cases.  The Debtors are
represented by Ralph Mitchell, Esq., at Lapp Libra Thomson
Stoebner & Pusch.

Rabbe Farms estimated its assets at between $1 million and $10
million and liabilities at $10 million to $50 million.

Rabbe Ag Enterprises estimated its assets at $0 to $50,000 and
liabilities at $500,000 to $1 million.

North Country Seed estimated its assets at $0 to $50,000 and
liabilities at $1 million to $10 million.


RESOURCE CAPITAL: Mark McKinney Sues Directors for Refusing Probe
-----------------------------------------------------------------
Shayna Posses, writing for Bankruptcy Law360, reports that Resource
Capital Corp. shareholder Mark E. McKinney filed a lawsuit against
the Company's directors in New York federal court accusing them of
mishandling a Puerto Rico hotel loan portfolio that prompted a $41
million write-down in August 2015.

According to Law360, Mr. McKinney said on Feb. 23 that his demand
for the board to conduct a probe was refused.

As reported by the Troubled Company Reporter on Feb. 27, 2017,
Steven Trader, Bankruptcy Law360, reported that shareholder Patrick
Caito sued the Company on Feb. 22, 2017.  The lawsuit closely
matches three prior lawsuits filed in New York state and federal
court derivatively on behalf of the REIT and its shareholders, who
accuse the directors of mismanaging a Puerto Rico hotel loan
portfolio that prompted a $41 million write-down in August 2015.

Founded in 2005, Resource Capital Corp. (NYSE:RSO) --
http://www.resourcecapitalcorp.com/index.html-- is a New York  
City-based specialty finance company focused on real-estate related
assets and, to a lesser extent, higher-yielding commercial finance
assets.  The Company's investment strategy concentrates on the
following asset classes: commercial real estate-related assets like
commercial mortgage-backed securities, B notes and mezzanine debt,
residential real estate-related assets such as residential
mortgage-backed securities and commercial finance assets like other
asset-backed securities, syndicated bank loans, equipment leases,
trust preferred securities and private equity investments
principally issued by financial institutions.  The Company
qualifies to be treated as a REIT for federal income tax purposes.

As a REIT, the Company is not subject to federal income tax if it
distributes at least 90% of its taxable income to its shareholders.


RICHARD DODDS: Sale of Craig Residence to Wightman for $300K Okayed
-------------------------------------------------------------------
Judge Joseph G. Rosania, Jr., of the U.S. Bankruptcy Court for the
District of Colorado authorized Richard John Dodds and Cheryl Ann
Dodds to sell their real property known as 37399 North Highway 13,
Craig, Colorado ("Craig Residence") to Kenneth A. Wightman for
$300,000.

The sale is free and clear of any liens, claims, encumbrances and
interests.  Any and all liens, claims and encumbrances against the
Craig Residence, other than Border State Bank, will attach the
proceeds of the sale, to the extent allowed by the Court.

The Debtors are authorized to pay at closing all real estate taxes
owing to the respective State and County within which the Craig
Residence resides, together with the Debtors' obligations to the
Border State Bank, as described in the Sale Motion and the
Stipulation, together with all customary, reasonable and necessary
costs of sale, such as recording fees, prorated real property
taxes, insurance premiums, and other closing costs, from the gross
sale proceeds of the sale of the Craig Residence.

The Debtors will escrow the sum of $33,020 from the proceeds of the
sale with Land Title, with the lien of the IRS, if any, to attach
to such proceeds.

Upon payment of the remaining proceeds from the sale of the Craig
Residence, the Border State Bank will release as to the Craig
Residence only.

The Border State Bank will retain its lien on the Bad Medicine
Property and the Craig Commercial to the same extent such lien
existed prepetition.

The stay of execution on the Order imposed by Fed.R.Bank.P. 6004(h)
is lifted.

Richard John Dodds and Cheryl Ann Dodds sought Chapter 11
protection (Bankr. D. Colo. Case No. 16-10809) on Feb. 1, 2016.


RITA RESTAURANT: Has Interim OK to Continue Using 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 were authorized to use cash collateral for the purposes
of and in the amounts identified on the Budget, from week ending
March 1, 2017 through week ending March 29, 2017, in the
approximate aggregated amount of $2,245,925 operating cash
disbursements.

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, in the order and priority as the
Prepetition Lender's liens existed on the Petition Date, and to the
extent of any diminution of the value of its collateral interests
existing as of the Petition Date.

A final hearing on the Debtors' further use of cash collateral will
be conducted on March 1, 2017 at 10:00 a.m.

A full-text copy of the Ninth Interim Order, entered on Feb. 23,
2017, is available at https://is.gd/1rupZp

                     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 Akerman LLP.

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.


ROSETTA GENOMICS: Amends 5.17M Shares Resale Prospectus with SEC
----------------------------------------------------------------
Rosetta Genomics Ltd. filed an amended Form F-1 registration
statement with the U.S. Securities and Exchange Commission relating
to the resale, from time to time, by Sabby Volatility Warrant
Master Fund, Ltd. and Sabby Healthcare Master Fund, Ltd., or their
pledgees, donees, transferees, or other successors in interest of
up to 5,170,000 of the Company's ordinary shares issuable upon
conversion of convertible debentures issued to the selling
stockholders in connection with a private placement under a
Securities Purchase Agreement entered into on Nov. 23, 2016.

The Company amended the registration statement to delay its
effective date.

The Company's ordinary shares are currently listed on the NASDAQ
Capital Market under the symbol "ROSG."  On Feb. 13, 2017, the last
reported sale price of its ordinary shares was $0.50 per share.

The selling stockholders may offer and sell any of the ordinary
shares from time to time at fixed prices, at market prices or at
negotiated prices, and may engage a broker, dealer or underwriter
to sell the shares.  The Company will not receive any proceeds from
the sale of any ordinary shares by the selling stockholders.

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

                     https://is.gd/RUl34u

                    About Rosetta Genomics

Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies.  The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.

Rosetta Genomics reported a loss from continuing operations of
US$17.34 million on US$8.26 million of total revenues for the year
ended Dec. 31, 2015, compared to a loss from continuing operations
of US$14.52 million on US$1.32 million of total revenues for the
year ended Dec. 31, 2014.

As of Sept. 30, 2016, Rosetta had $12.62 million in total assets,
$3.70 million in total liabilities and $8.92 million in total
shareholders' equity.

As reported by the TCR on Oct. 18, 2016, Rosetta received a staff
deficiency letter from The Nasdaq Stock Market notifying the
Company that for the past 30 consecutive business days, the closing
bid price per share of its ordinary shares was below the $1.00
minimum bid price requirement for continued listing on The Nasdaq
Capital Market, as required by Nasdaq Listing Rule 5550(a)(2).


ROSETTA GENOMICS: Yitzhak Peterburg Quits as Director
-----------------------------------------------------
Yitzhak Peterburg, M.D., Ph.D., notified Rosetta Genomics Ltd. that
he was resigning as a director, effective Feb. 11, 2017, due to
other professional obligations, according to the Company's Form 8-K
report filed with the Securities and Exchange Commission.

                   About Rosetta Genomics

Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies.  The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.

Rosetta Genomics reported a loss from continuing operations of
US$17.34 million on US$8.26 million of total revenues for the year
ended Dec. 31, 2015, compared to a loss from continuing operations
of US$14.52 million on US$1.32 million of total revenues for the
year ended Dec. 31, 2014.

As of Sept. 30, 2016, Rosetta had $12.62 million in total assets,
$3.70 million in total liabilities and $8.92 million in total
shareholders' equity.

As reported by the TCR on Oct. 18, 2016, Rosetta received a staff
deficiency letter from The Nasdaq Stock Market notifying the
Company that for the past 30 consecutive business days, the closing
bid price per share of its ordinary shares was below the $1.00
minimum bid price requirement for continued listing on The Nasdaq
Capital Market, as required by Nasdaq Listing Rule 5550(a)(2).


ROUST CORP: Amended Plan is Effective as of Feb. 17
---------------------------------------------------
The effective date of the amended and restated joint prepackaged
Chapter 11 plan of reorganization of Roust Corporation and its
debtor-affiliates occurred on Feb. 17, 2017, and as a result, the
Debtors' plan has been substantially consummated.

As reported by the Troubled Company Reporter on Feb. 3, 2017, the
U.S. Bankruptcy Court for the District of New York entered an Order
dated Jan. 10, confirming the Debtors' Amended and Restated Joint
Prepackaged Chapter 11 Plan of Reorganization.  Rule 3021-1(a) of
the Local Bankruptcy Rules for the Southern District of New York
require the Debtors to submit a proposed order containing a
timetable with the steps proposed for achieving substantial
consummation of the Plan and entry of a final decree closing the
Debtors' Chapter 11 Cases.

According to the Proposed Order dated Jan. 24, the Debtors
anticipate that the Effective Date and substantial consummation of
the Plan will occur on or before February 10, 2017.

The Debtors said they anticipate completing the distributions
required under the Plan on, or as soon as reasonably practicable
after, the Effective Date.  The Debtors expected to seek entry of a
final decree closing the Chapter 11 Cases promptly following the
completion of distributions contemplated by the Plan.

The Debtors' Chapter 11 Cases are prepackaged cases and all claims
other than claims in Classes 1 and 2 are Unimpaired under the Plan.
Accordingly, the Debtors have not sought the setting of a bar date
and do not anticipate seeking such relief.

The Debtors noted they have not commenced and do not anticipate
commencing any avoidance actions.

The date referred to in the timetable is the Debtors' good faith
estimate and is subject to change. In accordance with Local
Bankruptcy Rule 3021-1(b), the Debtors will inform the Court of any
revisions thereto and, if necessary, will file a status report
detailing the actions taken by the Debtors in furtherance of the
closing of the Chapter 11 Cases every six months until a final
decree has been entered closing the Chapter 11 Cases.

The Debtors and the Reorganized Debtors will be responsible for
managing distributions under the Plan.

                   About Roust Corporation

Roust Corporation, formerly Central European Distribution
Corporation -- http://www.roust.com/-- is a vodka producer.  The
Company's business primarily involves the production and sale ofits
own spirit brands, and the importation of a range of spirits and
wines.  It operates its business based upon three primary segments:
Poland, Russia and Hungary.  In Poland, its brand portfolio
includes Absolwent, Zubrowka, Zubrowka Biala, Soplica, Bols and
Palace brands.  Its other brands include Absolwent Grapefruit,
Absolwent Apple Mint, Zubrowka Zlota, Soplica Plum and Soplica
Blackcurrant.  It produces and sells vodkas primarily in three
vodka sectors: premium, mainstream and economy.  Its primary
operations are conducted in Poland, Russia, Ukraine and Hungary. It
has around six operational manufacturing facilities located in
Poland and Russia.  It also produces ready-to-drink alcoholic
beverages, such as wine-based Amore, gin-based Bravo Classic and
Elle.

Roust Corporation and three affiliated companies each filed
petitions seeking relief under chapter 11 of the U.S. Bankruptcy
Code (Bankr. S.D.N.Y. Lead Case No. 16-23786) on Dec. 30, 2016.
The Debtors' cases have been assigned to Judge Robert D. Drain.
The petitions were signed by Grant Winterton, CEO.

The Debtors disclosed $1,373,863,812 in assets and liabilities of
$787,054,813 as of Nov. 30, 2016.

The Debtors are represented by attorneys Scott Simpson, Jay
Goffman, Mark McDermott, Mark Chehi and Sarah Pierce of Skadden
Arps Slate Meagher & Flom LLP.  The Debtors also tapped Houlihan
Lokey, Inc., as financial advisor and investment banker; and Epiq
Bankruptcy Solutions, LLC as claims and noticing agent.

                         *   *   *

The Debtors have filed a a Prepackaged Plan of Reorganization,
dated Dec. 1, 2016, a full-text copy of which is available for free
at http://bankrupt.com/misc/nysb16-23786-9.pdf The Plan  
contemplates these transactions: Holders of Existing Senior Secured
Notes will receive payment in full in the form of (i) new senior
secured notes due 2022 in the aggregate principal amount of $385
million at 10% interest payable semi-annually, commencing on
January 1, 2017 (the "New Senior Secured Notes"), (ii) cash
consideration of $20 million, (iii) a debt-to-equity conversion of
the remaining balance of the Existing Senior Secured Notes
(including all accrued and unpaid interest through and inclusive of
the Petition Date) in exchange for 12.08% of the new common stock
in Reorganized Roust (subject to the right of holders of Existing
Convertible Notes to subscribe for that same common stock, with the
proceeds of such subscription to be paid in cash to holders of
Existing Senior Secured Notes in lieu of such new common stock,
which is described in the Plan as the "Existing Senior Secured
Notes Equity Subscription") and (iv) the right to participate in
the $55 million offering of new common stock in Reorganized Roust
(the "Share Placement"), with the Existing Senior Secured Notes
Committee agreeing to backstop $5 million of the Share Placement.

On Jan. 10, 2017, the Court entered an Order confirming the
Debtors' Amended and Restated Joint Prepackaged Chapter 11 Plan of
Reorganization.


RUXTON DESIGN: Seeks Court Approval on Cash Collateral Use
----------------------------------------------------------
Ruxton Design and Build, LLC, asks the U.S. Bankruptcy Court for
the District of Maryland for authorization to use cash collateral.

The Debtor relates that is indebted to 1st Global Capital Financial
Services in the principal amount which is now approximately
$90,000.  1st Global asserts that the Debtor's indebtedness is
secured by multiple assets as owned by the Debtor.

The Debtor tells the Court that 1st Global did not confirm its
position on the cash collateral nor protest its use, and therefore,
1st Global has acquiesced in the use of the cash collateral
assuming that its lien is proper and perfected.

The Debtor proposes to provide adequate protection to 1st Global in
the event that the lien on its cash collateral is, in fact, valid.
The Debtor also suggests that $1,000 a month be placed in an escrow
account pending a resolution of the status of the lien based on
current projected income for at least 90 days pending a review of
the Debtor's income at that time.

The Debtor contends that 1st Global had been taking out nearly
$2,000 a week from the Debtor's accounts contributing to the
reasons why the Debtor filed its case.  As such, the Debtor adds
that it can not continue at anything close to that amount if its
case is to have a chance of success.

The proposed budget reflects an average monthly operating expenses
of approximately $140,038.

A full-text copy of the Debtor's Amended Motion, dated Feb. 23,
2017, is available at https://is.gd/eKlNVV

A copy of the Debtor's Budget is available at https://is.gd/Im67Rd

                      About Ruxton Design and Build

Ruxton Design and Build, LLC, filed a chapter 11 petition (Bankr.
D. Md. Case No. 17-10359) on Jan. 10, 2017.  The petition was
signed by Frank B. Zeberlein, president.  The Debtor is represented
by Stephen J. Kleeman, Esq., at the Law Offices of Stephen J.
Kleeman.  At the time of filing, the Debtor had assets and
liabilities estimated to be between $100,000 to $500,000 each.


SALON MEDIA: Incurs $6.27 Million Net Loss in Third Quarter
-----------------------------------------------------------
Salon Media Group, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to common stockholders of $6.27 million for the months
ended Dec. 31, 2016, compared to a net loss attributable to common
stockholders of $251,000 for the three months ended Dec. 31, 2015.
For the nine months ended Dec. 31, 2016, Salon Media recognized a
net loss attributable to common stockholders of $7.98 million
compared to a net loss attributable to common stockholders of $1.39
million for the same period during the prior year.

Net revenue for the period was $1.2 million, a decrease of 37% from
the $2.0 million reported for the three months ending Dec. 31,
2015.  For the nine months ending Dec. 31, 2016, net revenue was
$3.5 million, a decrease of 34% from the $5.3 million reported for
the nine months ending Dec. 31, 2015.  The decrease in revenue as
compared to a year ago was a result of both a decline in direct
advertising revenues as the Company shifted its advertising sales
efforts to programmatic advertising, and a decline in traffic
compared to the Dec. 31, 2015, quarter that led to a reduction in
inventory available for programmatic advertising sales.

As of Dec. 31, 2016, Salon Media had $1.64 million in total assets,
$4.69 million in total liabilities, $4.28 million in total
mezzanine equity and a total stockholders' deficit of $7.33
million.

"This quarter we made some excellent progress in controlling our
costs, growing audience and relaunching video into a critically
acclaimed property that is beginning to scale," said Jordan
Hoffner, CEO of Salon Media Group.  "These pillars will help propel
the Salon Media Group towards future growth."

The Company has a history of significant losses and expects to
incur a loss from operations, based on generally accepted
accounting principles, for its fiscal year ending March 31, 2017,
and potentially for future years.  BPM LLP, Salon's independent
registered public accounting firm for the years ended March 31,
2016, 2015, and 2014, included a "going-concern" audit opinion on
the financial statements for those years.  The audit opinions
report substantial doubt about the Company's ability to continue as
a going concern, citing issues such as the history of losses,
liquidity issues and absence of current profitability.  The
Company's stock price and investment prospects have been and could
continue to be adversely affected, thus limiting financing choices
and raising concerns about the realization of value on assets and
operations.

Salon Media reported a net loss of $1.96 million on $6.95 million
of net revenues for the year ended March 31, 2016, compared to a
net loss of $3.94 million on $4.94 million of net revenues for the
year ended March 31, 2015.

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

                   https://is.gd/SXjyz8

                    About Salon Media

San Francisco, Calif.-based Salon Media Group (OTC BB: SLNM.OB)
-- http://www.Salon.com/-- is an online news and social       
networking company and an Internet publishing pioneer.


SEATRUCK INC: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of SeaTruck Inc. as of March 1,
according to a court docket.

SeaTruck, Inc., filed a chapter 11 petition (Bankr. S.D. Fla. Case
No. 16-26397) on Dec. 9, 2016. The petition was signed by Jared
Schatz, president. The case is assigned to Judge Raymond B. Ray.
The Debtor is represented by Eric A. Rosen, Esq., at Fowler White
Burnett, P.A.  BDO USA, LLP serves as its accountant.

The Debtor disclosed total assets at $2.17 million and total
liabilities at $3.75 million.


SEMINOLE TRACKS: Seeks to Hire Triple Crown as Broker
-----------------------------------------------------
Seminole Tracks, Inc. seeks approval from the U.S. Bankruptcy Court
for the Middle District of Florida to hire a broker.

The Debtor proposes to hire Triple Crown Properties, Inc. to market
and sell its 403.86-acre property located at 24515 Dooley Grade
Road, Clewiston, Florida.

Triple Crown will get a commission of 6% of the total sales price.
The Debtor wants the property sold for $6.9 million.

Jason Shinn, president of Triple Crown, disclosed in a court filing
that his firm is "disinterested" as defined in section 101(14) of
the Bankruptcy Code.

The firm can be reached through:

     Jason T. Shinn
     Triple Crown Properties, Inc.
     3141 Fairlane Farms Road
     Wellington, FL 33414
     Tel: (561) 296-1820

                   About Seminole Tracks Inc.

Seminole Tracks, Inc., a Florida corporation, filed a Chapter 11
petition (Bankr. M.D. Fla. Case No. 16-10583) on December 13, 2016.
The Hon. Caryl E. Delano presides over the case.  Andrew M.
Brumby, at Shutts & Bowen LLP, serves as bankruptcy counsel.

In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Fabio
Soldati, president.


SEMINOLE TRACKS: Taps Giuseppe Brusa as Accountant
--------------------------------------------------
Seminole Tracks, Inc., seeks authorization from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Giuseppe Brusa
CPA, LLC, as accountant.

The Debtor requires Mr. Brusa to assist with the preparation and
filing of federal and state tax returns and debtor-in-possession
operating reports during the pendency of the case.

Giuseppe Brusa assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estate.

Mr. Brusa can be reached at:

       Giuseppe Brusa
       GIUSEPPE BRUSA CPA, LLC
       1001 Brickell Bay Dr., Suite 1706
       Miami, FL 33131
       Tel:(305) 960-7516

                      About Seminole Tracks

Seminole Tracks, Inc., is a Florida corporation that owns 403.86
acres of land having an address of 24515 Dooley Grade Road,
Clewiston, Florida.

Seminole Tracks filed a Chapter 11 petition (Bankr. M.D. Fla. Case
No. 16-10583) on Dec. 13, 2016.  The Hon. Caryl E. Delano presides
over the case.  In its petition, the Debtor estimated $1 million to
$10 million in assets and liabilities.  The petition was signed by
by Fabio Soldati, president.  

Andrew M. Brumby, at Shutts & Bowen LLP, serves as bankruptcy
counsel to the Debtor.

No trustee has been appointed, and the Debtor continues to operate
its business and manage its property pursuant to Sec. 1107 and 1108
of the Bankruptcy Code.


SIXTY SIXTY CONDOMINIUM: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Sixty Sixty Condominium
Association, Inc. as of March 1, according to a court docket.
                        
Sixty Sixty Condominium Association, Inc. filed a Chapter 11
bankruptcy petition (Bankr. S.D. Fla. Case No. 16-26187) on
December 5, 2016, listing $100,000 to $500,000 in total assets, and
$1 million to $10 million in liabilities.  The petition was signed
by Maria Velez, president of the Board of Directors.

The Hon. Robert A Mark presides over the case.  Brett D. Lieberman,
Esq., at Messana, P.A., represents the Debtor as counsel.  Juda
Eskew & Associates, PA serves as the Debtor's accountant.

Sixty Sixty Condominium is a mixed-use hotel/residential building
located at 6060 Indian Creek Drive in Miami Beach, Florida. It is a
not-for-profit corporation.  It is responsible for, among other
things, the management, operation, and maintenance of the
Condominium's "Common Elements", and other obligations imposed by
state statute.


SKG THE PARK: Case Summary & 6 Unsecured Creditors
--------------------------------------------------
Debtor: SKG The Park at Spanish Ridge, LLC
        8912 Spanish Ridge Ave. #300
        Las Vegas, NV 89148

Case No.: 17-10955

Chapter 11 Petition Date: March 1, 2017

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

Judge: Hon. Mike K. Nakagawa

Debtor's Counsel: Samuel A. Schwartz, Esq.
                  SCHWARTZ FLANSBURG PLLC
                  6623 Las Vegas Blvd. So., Ste 300
                  Las Vegas, NV 89119
                  Tel: (702) 385-5544
                  Fax: (702) 385-2741
                  E-mail: sam@nvfirm.com

Total Assets: $28.36 million

Total Liabilities: $24.49 million

The petition was signed by Jerry Kramer and John Schadler, managing
members.

Debtor's List of Six Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Century Link                                                 $98

Clark County Water                                        $1,347

MDL Group                                                $12,729

Nitz Walton & Heaton Ltd             Legal Fees          $84,555

Thyssenkrup Corp                                          $1,785

Wells Fargo Bank, NA                                     Unknown


SKG THE PARK: Case Summary & 6 Unsecured Creditors
--------------------------------------------------
Debtor: SKG The Park at Spanish Ridge, LLC
        8912 Spanish Ridge Ave. #300
        Las Vegas, NV 89148

Case No.: 17-10955

Chapter 11 Petition Date: March 1, 2017

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

Judge: Hon. Mike K. Nakagawa

Debtor's Counsel: Samuel A. Schwartz, Esq.
                  SCHWARTZ FLANSBURG PLLC
                  6623 Las Vegas Blvd. So., Ste 300
                  Las Vegas, NV 89119
                  Tel: (702) 385-5544
                  Fax: (702) 385-2741
                  Email: sam@nvfirm.com

Total Assets: $28.36 million

Total Liabilities: $24.49 million

The petition was signed by Jerry Kramer and John Schadler, managing
members.

List of Debtor's Six Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Century Link                                                 $98

Clark County Water                                        $1,347

MDL Group                                                $12,729

Nitz Walton & Heaton Ltd             Legal Fees          $84,555

Thyssenkrup Corp                                          $1,785

Wells Fargo Bank, NA                                     Unknown


STAFFING GROUP: Iroquois Capital No Longer Owns Shares
------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Iroquois Capital Management L.L.C. and Richard Abbe
disclosed that as of Dec. 31, 2016, they did not beneficially own
shares of common stock of The Staffing Group Ltd.  A full-text copy
of the regulatory filing is available at:

                      https://is.gd/Abjs1v

                   About The Staffing Group, Ltd.

The Staffing Group, Ltd., is engaged in the business of providing
temporary staffing solutions.  The Company provides general
laborers to construction, light industrial, refuse, retail and
hospitality businesses, and recruits, hires, trains and manages
skilled workers.  The Company operates approximately one staffing
location in Montgomery, Alabama through its subsidiary, Staff Fund
I, LLC. Staff Fund I, LLC, is focused in the blue collar staffing
industry.

Staffing Group reported a net loss of $272,364 for the year ended
Dec. 31, 2015, following a net loss of $510,832 for the year ended
Dec. 31, 2014.  As of Sept. 30, 2016, Staffing Group had $3.83
million in total assets, $5.61 million in total liabilities and a
total stockholders' deficit of $1.77 million.

Marcum LLP, in Marcum, LLP, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2015, citing that the Company has just completed a
split-off and has not generated any significant revenues from its
continuing operations, incurred significant losses and needs to
raise additional funds to meet its obligations and sustain its
operations.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


STONE ENERGY: Announces Continued Listing of New Shares
-------------------------------------------------------
Lafayette, Louisiana-based Stone Energy Corporation (NYSE: SGY)
announced on Feb. 24, 2017, that it received approval to list its
new common stock with the new CUSIP number 861642 403 on the New
York Stock Exchange under the same NYSE ticker symbol "SGY" as the
existing shares of the Company's issued common stock, in connection
with its anticipated emergence from chapter 11 reorganization in
accordance with the Company's Second Amended Joint Prepackaged Plan
of Reorganization of Stone Energy Corporation and its Debtor
Affiliates, dated December 28, 2016.

The Plan was confirmed on February 15, 2017, by the United States
Court for the Southern District of Texas, Houston Division.

The Company currently expects the Plan to become effective on
February 28, 2017, at which point the Company and its debtor
affiliates will emerge from bankruptcy; however, there can be no
assurance that the effectiveness of the Plan will occur on such
date, or at all.

The stockholders of record at the close of business on the
Effective Date will be entitled to receive New Common Shares as
well as warrants with the CUSIP number 861642 114 in accordance
with the Plan. All Existing Shares (with the CUSIP number 861642
304) will be cancelled after the close of business on the Effective
Date, and the New Common Shares and Warrants will be issued at such
time.

Assuming emergence on the Effective Date of February 28, 2017,
trading in the New Common Shares is expected to commence on March
1, 2017, under the ticker symbol "SGY," which is the same trading
symbol used for the Company's common stock previously listed on the
NYSE. The Warrants will not be listed on an exchange at this time,
but the Company currently expects to list the Warrants on an
exchange by the end of March 2017.

Because the Company will retain the ticker symbol "SGY" after the
Effective Date of the Plan, holders of Existing Shares, and
brokers, dealers and agents effecting trades in Existing Shares,
and persons who expect to receive New Common Shares or effect
trades in New Common Shares, should take note of the anticipated
cancellation of the Existing Shares and issuance of New Common
Shares, and the two different CUSIP numbers signifying the Existing
Shares and the New Common Shares, in trading or taking any other
actions in respect of shares of the Company that trade under the
"SGY" ticker.

Under the Plan, assuming emergence on the Effective Date of
February 28, 2017, pre-petition holders of the Company's unsecured
notes will receive 19.0 million New Common Shares, representing 95%
of the New Common Shares. The pre-petition stockholders will
receive 1.0 million New Common Shares, or an equivalent of an
approximate 1-for-5.674558 reverse stock split (or 0.176263 New
Common Shares for each 1 share of Existing Shares), representing 5%
of the New Common Shares.

Additionally, the pre-petition stockholders will receive Warrants
to purchase 3,529,412 New Common Shares, or approximately 3.529412
Warrants for each 1 New Common Share. This would equate to 0.622009
Warrants for each 1 Existing Share (each based on 5,674,558
Existing Shares issued and outstanding and subject to rounding).
The Warrants have an exercise price of $42.04 per share, as the
same may be adjusted pursuant to the terms of the Warrants, and a
term of four years, unless terminated earlier by their terms upon
the consummation of certain business combinations or sale
transactions involving the Company.

Each of the common equity percentages in the reorganized Company is
subject to dilution from the exercise of the Warrants  and a
management incentive plan.  Shares authorized under the MIP include
2,614,379 shares, of which the Company expects to issue no shares
on the Effective Date. The authorized awards may be awarded in the
future at the discretion of the Company’s board of directors.

The occurrence of the Effective Date is subject to conditions set
forth in the Plan, and the Company can make no assurances as to
whether the Effective Date will occur on February 28, 2017, or at
all.

                      About Stone Energy

Stone Energy Corp. is an independent oil and natural gas
exploration and production company headquartered in Lafayette,
Louisiana with additional offices in New Orleans, Houston and
Morgantown, West Virginia. Stone is engaged in the acquisition,
exploration, development and production of properties in the Gulf
of Mexico and Appalachian basins. Stone Energy had 247 employees
as of the bankruptcy filing.

Stone Energy Corp. and two affiliates sought Chapter 11 protection
(Bankr. S.D. Tex. Case Nos. 16-36390, 16-36391 and 16-36392) on
Dec. 14, 2016, to pursue a prepackaged plan of reorganization.
Judge Marvin Isgur is assigned to the cases.

The Debtors hired Latham & Watkins LLP as general counsel, Porter
Hedges LLP as local counsel; Vinson & Elkins LLP as special
counsel; Alvarez & Marsal North America, LLC as financial advisor;
Lazard Freres & Co. LLC, as investment banker; and Epiq Bankruptcy
Solutions, LLC as claims, noticing, solicitation and balloting
agent.


STONE ENERGY: Reports Financial Results for Fourth Quarter 2016
---------------------------------------------------------------
Stone Energy Corporation (NYSE: SGY) on Feb. 23, 2017, announced
financial and operational results for the fourth quarter of 2016.
Some items of note from the fourth quarter of 2016 and early 2017
include:

   -- Production volumes exceeded the upper end of fourth quarter
      2016 guidance
   -- Confirmation Order approved plan of reorganization
   -- Sale Order approved sale of Appalachian assets
   -- Pompano platform rig program reinitiated

Financial Results

Stone reported a fourth quarter of 2016 net loss of $116.4 million,
or $20.76 per share, on oil and gas revenue of $112.2 million,
compared to a net loss of $318.7 million, or $57.63 per share, on
oil and gas revenue of $106.2 million in the fourth quarter of
2015.  The adjusted net loss for the fourth quarter of 2016, which
excludes impairment charges of $73.1 million, was $27.3 million, or
$4.88 per share.  For full year 2016, Stone reported a net loss of
$590.6 million, or $105.63 per share, on oil and gas revenue of
$374.7 million, compared to a net loss of $1.1 billion, or $197.45
per share, on oil and gas revenue of $532.3 million for full year
2015.  The adjusted net loss for full year 2016, which excludes
impairment charges of $357.4 million, was $154.5 million, or $27.63
per share.

Net cash provided by operating activities totaled $45.7 million for
the fourth quarter of 2016, while discretionary cash flow totaled
$37.1 million during the fourth quarter of 2016, as compared to
$48.5 million and $114.6 million, respectively, during the fourth
quarter of 2015.  Net cash provided by operating activities totaled
$78.6 million for full year 2016, while discretionary cash flow
totaled $83.1 million for full year 2016, as compared to $247.5
million and $351.9 million, respectively, during full year 2015.

Net daily production during the fourth quarter of 2016 averaged
43.7 thousand barrels of oil equivalent ("MBoe") per day (262
million cubic feet of gas equivalent ("MMcfe") per day), which
included approximately 22.3 MBoe (133.8 MMcfe) per day from the
Gulf of Mexico (GOM) and 21.4 MBoe (128.2 MMcfe) per day from
Appalachia, compared to net daily production of 39.1 MBoe (234.7
MMcfe) per day in the third quarter of 2016 and net daily
production of 24.1 MBoe (144.6 Mcfe) per day in the fourth quarter
of 2015.  The fourth quarter 2016 production mix was approximately
39% oil, 39% natural gas and 22% natural gas liquids ("NGLs").  Net
daily production volumes for full year 2016 averaged 36.6 MBoe
(219.6 MMcfe) per day, compared to net daily production of 39.6
MBoe (237.8 MMcfe) per day in 2015.  The decrease in full year
production volumes for 2016 was primarily attributable to the
shut-in of production at our Mary field from September 2015 until
late June 2016.  The production mix for full year 2016 was 47% oil,
37% natural gas and 16% NGLs, while the production mix for full
year 2015 was 41% oil, 42% natural gas and 17% NGLs. Excluding
Appalachia production, volumes for the Gulf of Mexico basin in
January and February 2017 averaged approximately 18 - 20 MBoe per
day (108 - 120 MMcfe per day).

Prices realized during the fourth quarter of 2016 averaged $49.39
per barrel of oil, $15.49 per barrel of NGLs and $2.26 per Mcf of
natural gas.  Average realized prices for the fourth quarter of
2015 were $69.68 per barrel of oil, $18.51 per barrel of NGLs and
$2.48 per Mcf of natural gas.  Effective hedging transactions
increased the average realized price of oil by $2.62 per barrel and
increased the average realized price of natural gas by $0.21 per
Mcf in the fourth quarter of 2016.  Effective hedging transactions
increased the average realized price of oil by $29.33 per barrel
and increased the average realized price of natural gas by $0.91
per Mcf in the fourth quarter of 2015. Realized prices for the year
ended December 31, 2016 averaged $44.59 per barrel of oil, $13.23
per barrel of NGLs and $2.19 per MCF of natural gas, compared to
$69.52 per barrel of oil, $13.46 per barrel of NGLs and $2.29 per
Mcf of natural gas realized during the year ended December 31,
2015.  Effective hedging transactions increased the average
realized price of oil by $3.77 per barrel and $22.64 per barrel for
the years ended December 31, 2016 and 2015, respectively.
Effective hedging transactions increased the average realized price
of natural gas by $0.39 in both 2016 and 2015.

Lease operating expenses during the fourth quarter of 2016 totaled
$24.3 million ($6.05 per Boe or $1.01 per Mcfe), compared to $20.9
million ($9.42 per Boe or $1.57 per Mcfe) in the fourth quarter of
2015. The quarter over quarter increase is primarily due to well
intervention operations on the deep water Amethyst well.  Lease
operating expenses for the years ended December 31, 2016 and 2015
totaled $79.7 million and $100.1 million, respectively.  On a unit
of production basis, lease operating expenses were $5.94 per Boe or
$0.99 per Mcfe and $6.92 per Boe or $1.15 per Mcfe for the years
ended December 31, 2016 and 2015, respectively.  The decrease in
full year 2016 lease operating expenses is primarily attributable
to service cost reductions, the implementation of cost-savings
measures, operating efficiencies and the shut-in of production at
our Mary field from September 2015 until late June 2016.

Other operational expenses during the fourth quarter of 2016
totaled $6.2 million, compared to $0.7 million in the fourth
quarter of 2015.  The increase is primarily due to payments related
to contract termination charges and stacking charges associated
with the platform rig at Pompano.  Other operational expenses for
the year ended December 31, 2016 totaled $55.5 million, and
included $6.1 million relating to a non-cash, cumulative foreign
currency loss, $29.9 million in contract termination charges and
$17.7 million in rig subsidy and stacking charges, compared to $2.4
million for full year 2015.  We expect other operational expenses
to decline significantly in the first quarter of 2017 due to the
termination of the rig, vessel and other contracts and the return
to service of the Pompano platform rig in January 2017.

Transportation, processing and gathering (TP&G) expenses during the
fourth quarter of 2016 totaled $9.1 million ($2.27 per Boe or $0.38
per Mcfe), compared to $3.0 million ($1.35 per Boe or $0.23 per
Mcfe) during the fourth quarter of 2015.  This increase is due
primarily to the restoration of production at our Mary field that
was shut-in from September 2015 until late June 2016.  TP&G
expenses for the year ended December 31, 2016 totaled $27.8 million
($2.07 per Boe or $0.35 per Mcfe), which included a $7.9 million
Office of Natural Resources Revenue credit, compared to TP&G
expenses for 2015 of $58.8 million ($4.07 per Boe or $0.68 Mcfe).
The decrease in TP&G expenses during the year ended December 31,
2016 was primarily attributable to the shut-in of production at our
Mary field from September 2015 until late June 2016 and the
beneficial terms of the interim gas gathering and processing
agreement in Appalachia that was executed at the end of the second
quarter of 2016.  For the year ended December 31, 2016, TP&G
expenses attributable to the Appalachia Properties were $28.1
million.

Depreciation, depletion and amortization ("DD&A") expense on oil
and gas properties for the fourth quarter of 2016 totaled $53.4
million ($13.02 per Boe or $2.17 per Mcfe), compared to $55.4
million ($24.47 per Boe or $4.08 per Mcfe) in the fourth quarter of
2015.  DD&A expense on oil and gas properties for the year ended
December 31, 2016 totaled $220.1 million ($16.10 per Boe or $2.68
per Mcfe), compared to DD&A expense of $281.7 million ($19.15 per
Boe or $3.19 per Mcfe) for the year ended December 31, 2015. The
quarterly and annual decreases are primarily attributable to the
ceiling test write-downs of oil and gas properties.

Salaries, general and administrative ("SG&A") expenses (exclusive
of incentive compensation) for the fourth quarter of 2016 were
$10.7 million ($2.67 per Boe or $0.45 per Mcfe), compared to $16.4
million ($7.40 per Boe or $1.23 per Mcfe) in the fourth quarter of
2015. SG&A expenses (exclusive of incentive compensation) totaled
$58.9 million ($4.40 per Boe or $0.73 per Mcfe) and $69.4 million
($4.80 per Boe or $0.80 per Mcfe) for the years ended December 31,
2016 and 2015, respectively.  The quarterly and annual decreases in
SG&A were primarily attributable to staff and other cost
reductions. SG&A expenses for 2015 included $2.1 million of
termination charges associated with the early termination of an
office lease.

Incentive compensation expense for the fourth quarter of 2016 was
$1.7 million, compared to ($1.4) million in the fourth quarter of
2015.  For the years ended December 31, 2016 and 2015, incentive
compensation expense totaled $13.5 million and $2.2 million,
respectively.  The 2016 incentive compensation cash bonuses are
calculated based on the achievement of certain strategic objectives
for each quarter of 2016.  Portions of the 2016 incentive cash
bonuses replace amounts previously awarded to employees as
stock-based compensation, which is reflected in SG&A, resulting in
higher incentive compensation expense in 2016 compared to 2015.

Accretion expense for the fourth quarter of 2016 was $10.1 million,
compared to $6.7 million in the fourth quarter of 2015. Accretion
expense totaled $40.2 million and $26.0 million for the years ended
December 31, 2016 and 2015, respectively.  The quarterly and annual
increases were due to a higher applicable discount rate used to
calculate the present value of the asset retirement obligations
compared to prior years.  Stone expects accretion expense to
decrease upon implementation of fresh start accounting, which will
be implemented upon emergence from bankruptcy proceedings.

Interest expense for the fourth quarter of 2016 was $14.7 million,
compared to $12.2 million in the fourth quarter of 2015.  Interest
expense totaled $64.5 million and $43.9 million for the years ended
December 31, 2016 and 2015, respectively.  The quarterly and annual
increases in interest expense were primarily due to an increase in
borrowed funds, combined with a lower capitalized portion.  Stone
expects interest expense to significantly decrease in 2017, upon
emergence from bankruptcy proceedings.

Restructuring expenses for the fourth quarter of 2016 were $13.4
million, and for full year 2016 were $29.6 million.  These fees,
incurred prior to the filing of the Bankruptcy Petitions on
December 14, 2016, related to expenses supporting a restructuring
effort, including legal and financial advisory costs for Stone, our
bank group and our noteholders.  Stone does not expect to incur
further restructuring expenses since all legal and advisory fees
incurred post-bankruptcy filing will be classified as
"Reorganization Items."

Reorganization items for the fourth quarter and full year 2016 were
$10.9 million, which represented an $8.3 million non-cash charge to
write-off all deferred financing costs and associated unamortized
discounts and premiums associated with our 2017 Convertible Notes
and 2022 Notes and $2.6 million of expenses supporting a
restructuring effort including legal and financial advisory costs
for Stone, our bank group and our noteholders incurred
post-bankruptcy filing.  The quarterly amount of reorganization
items is difficult to forecast as they will be highly dependent on
the level of legal and financial advisory activity.

Reserves

The Company's estimated proved reserves as of December 31, 2016
were 53 MMBoe (million barrels of oil equivalent) or 321 Bcfe
(billion cubic feet of natural gas equivalent), compared to 57
MMBoe (342 Bcfe) at year-end 2015.  The decrease in estimated
proved reserves is primarily attributable to 2016 production, which
was partially offset by upward revisions of previous estimates
resulting from positive gas pricing changes that extended the
economic limits of the reservoirs by 15 MMBoe (92 Bcfe) primarily
in Appalachia, slightly offset by negative well performance of 6
MMBoe (35 Bcfe).  Through the upward revisions of previous
estimates, Stone replaced approximately 73% of 2016 production.
Substantially all of Stone's proved reserves in Appalachia were
reclassified to contingent resources at December 31, 2015.  The
Appalachia Properties accounted for approximately 34% of our
estimated proved oil, natural gas and NGLs reserves at December 31,
2016 compared to 1% at December 31, 2015.  There were no estimated
proved reserve quantities booked at December 31, 2016 for the
Amethyst well.  As of December 31, 2015, Amethyst represented
approximately 23% and 25% of our estimated proved reserves
quantities and standardized measure of discounted future net cash
flows, respectively.

The year-end 2016 estimated proved reserves were 44% oil, 20% NGLs
and 36% natural gas on an equivalent basis.  The changes from
year-end 2015 estimated proved reserves to year-end 2016 estimated
proved reserves included production of approximately 13 MMBoe (80
Bcfe), positive price revisions of 15 MMBoe (92 Bcfe) and negative
well performance of 6 MMBoe (35 Bcfe).

The standardized measure of discounted future net cash flows from
our estimated proved reserves at December 31, 2016, using a 10%
discount rate and 12-month average prices (after differentials) of
$40.15 per barrel of oil, $9.46 per barrel of NGLs and $1.71 per
Mcf of natural gas, was approximately $226 million.  Estimated
future income taxes had no effect on the standardized measure as of
December 31, 2016.  If current pricing was used to determine the
estimated proved reserves or the standardized measure at December
31, 2016, the reserve volumes and values would be increased.

The year-end 2016 estimated proved reserves included proved
developed (PD) reserves of 43 MMBoe or 256 Bcfe (43% oil, 22% NGLs,
35% natural gas) and proved undeveloped (PUD) reserves of 11 MMBoe
or 65 Bcfe (46% oil, 13% NGLs, 41% natural gas).  In addition,
there were 35 MMBoe or 213 Bcfe of estimated probable reserves and
32 MMBoe or 191 Bcfe of estimated possible reserves at year-end
2016.

All of Stone's estimated proved, probable and possible reserves
were independently engineered by Netherland Sewell & Associates.

Capital Expenditures Update

Capital expenditures for the fourth quarter of 2016 were
approximately $22.0 million, which included $5.4 million of
plugging and abandonment expenditures.  Fourth quarter 2016 capital
expenditures included increasing our working interest in a number
of units in the Mary field in Appalachia to 100% and recompletion
operations on the Company's Mississippi Canyon 109 No. A-22 well.
During the fourth quarter of 2016, it incurred charges of
approximately $4.8 million for contract termination charges and
stacking charges associated with the platform rig at Pompano, all
of which were charged to other operational expenses and excluded
from capital expenditures.  Further, $4.1 million of SG&A expenses
and $5.4 million of interest were capitalized during the fourth
quarter of 2016, and were excluded from the capital expenditures
budget.  For the year ended December 31, 2016, capital expenditures
totaled $161.1 million, which included $15.4 million of seismic
expenditures and $18.9 million of plugging and abandonment
expenditures.  The rig stacking and subsidy charges and contract
termination charges for the year ended December 31, 2016 totaled
$47.6 million and were included in other operational expenses.  For
the year ended December 31, 2015, capital expenditures totaled
$464.5 million, which included $72.4 million of plugging and
abandonment expenditures.  Capitalized SG&A expenses were $27.1
million and capitalized interest totaled $41.3 million for full
year 2015.

Although the Company's capital expenditures budget for 2017 has not
yet been approved by the board of directors and is dependent on the
outcome of its Chapter 11 proceedings and the related
reorganization of the Company, the financial projections prepared
in connection with its restructuring efforts included estimated
preliminary capital expenditures of approximately $200 million for
2017.  The projected capital expenditures budget of $200 million
includes approximately $86 million of plugging and abandonment
costs.

Liquidity Update

The Company states, "As previously reported, on June 14, 2016, we
entered into an amendment (the 'June Amendment') with our bank
group, which amended the credit agreement to (i) increase the
borrowing base to $360.0 million from $300.0 million, (ii) provide
for no redetermination of the borrowing base by the lenders until
January 15, 2017, other than an automatic reduction upon the sale
of certain of the company's properties, (iii) permit second lien
indebtedness, (iv) revise the maximum Consolidated Funded Leverage
ratio to be 5.25x for the fiscal quarter ending June 30, 2016,
6.50x for the fiscal quarter ending September 30, 2016, 9.50x for
the fiscal quarter ending December 31, 2016 and 3.75x thereafter,
(v) require minimum liquidity of at least $125.0 million until
January 15, 2017, (vi) impose limitations on capital expenditures
to $60.0 million from June 2016 through December 2016 (excluding up
to $25 million for completion expenditures in Appalachia), (vii)
grant the lenders a perfected security interest in all deposit
accounts and (viii) provide for anti-hoarding cash provisions for
amounts in excess of $50.0 million to apply after December 10,
2016.  Upon execution of the June Amendment, we repaid $56.8
million of borrowings, resulting in the elimination of our
borrowing base deficiency and bringing our total borrowings and
letters of credit outstanding under the credit facility in
conformity with the $360.0 million borrowing base."

"We have $300 million of 1¾% Senior Convertible Notes (the '2017
Convertible Notes') that we need to restructure or repay by March
1, 2017. Additionally, we had an interest payment obligation under
our 71/2% Senior Notes due 2022 (the "2022 Notes") of approximately
$29.2 million, due on November 15, 2016.  The indenture governing
the 2022 Notes provides a 30-day grace period that extended the
latest date for making this cash interest payment to December 15,
2016 before an event of default occurred under the indenture.
Although we had sufficient liquidity to make the interest payment
by the due date, we elected to not make this interest payment and
utilized the 30-day grace period provided by the indenture before
entering into the Chapter 11 proceedings. Subject to certain
exceptions under the Bankruptcy Code, the Chapter 11 filings
automatically stayed most judicial or administrative actions
against the Debtors or their property to recover, collect or secure
a pre-petition claim.  This prohibits, for example, our lenders or
noteholders from pursuing claims for defaults under our debt
agreements.

"As of September 30, 2016, we were in compliance with all covenants
under the bank credit facility and the indentures governing our
notes, however, we anticipated that the minimum liquidity
requirement and other restrictions under the June Amendment would
prevent us from being able to meet our interest payment obligation
on the 2022 Notes in the fourth quarter of 2016, as well as the
subsequent maturity of our 2017 Convertible Notes on March 1, 2017.
As a result of these conditions, continued decreases in commodity
prices and the significant level of our indebtedness, we continued
to work with our financial and legal advisors throughout 2016 to
structure a plan of reorganization to improve our financial
position and liquidity and allow for growth and long-term success.


"As of December 31, 2016, the current portion of long-term debt of
$0.4 million represented principal payments due within one year on
our building loan.  On December 31, 2016 and February 23, 2017, we
had $341.5 million of outstanding borrowings and $12.5 million of
outstanding letters of credit, leaving $6.0 million of availability
under the bank credit facility.

"The face value of the 2017 Convertible Notes of $300 million and
the 2022 Notes of $775 million have been reclassified as
liabilities subject to compromise in the consolidated financial
statements at December 31, 2016.  Additionally, a non-cash charge
to write-off all deferred financing costs and associated
unamortized discounts and premiums of approximately $8.3 million is
included in reorganization items in the consolidated statement of
operations for the year ended December 31, 2016.

"The Debtors filed the Bankruptcy Petitions on December 14, 2016,
and on February 15, 2017, the Bankruptcy Court entered an order
confirming the Plan.  We expect the Plan to become effective on
February 28, 2017, at which point the Debtors will emerge from
bankruptcy.  Upon emergence from bankruptcy, we expect that we will
eliminate approximately $1.2 billion in principal amount of
outstanding debt, resulting in remaining debt outstanding of
approximately $236 million, consisting of the $225 million of
Second Lien Notes and $11 million outstanding under the Building
Loan; however, there is no assurance that the effectiveness of the
Plan will occur on February 28, 2017, or at all.

"As of December 31, 2016 and February 23, 2017, Stone had cash on
hand of approximately $190.6 million and $208.0 million,
respectively.

"Upon emergence, we expect that cash flows from operating
activities, cash on hand and availability under our bank credit
facility will be adequate to meet the 2017 operating and capital
expenditures needs of the post-reorganized Company, however, there
are no assurances that we will emerge from bankruptcy on February
28, 2017 as expected."

Chapter 11 Proceedings

On December 14, 2016, the Company and its subsidiaries Stone Energy
Offshore, L.L.C. and Stone Energy Holding, L.L.C. (together with
the Company, the "Debtors") filed voluntary petitions for
reorganization (the "Bankruptcy Petitions") in the United States
Court for the Southern District of Texas, Houston Division (the
"Bankruptcy Court") seeking relief under the provisions of Chapter
11 of Title 11 ("Chapter 11") of the United States Bankruptcy Code
(the "Bankruptcy Code").  On February 15, 2017, the Bankruptcy
Court entered an order confirming the Company's Second Amended
Joint Prepackaged Plan of Reorganization of Stone Energy
Corporation and its Debtor Affiliates, dated December 28, 2016 (the
"Plan").  During the bankruptcy proceedings, the Debtors are
operating as "debtors-in-possession" in accordance with applicable
provisions of the Bankruptcy Code. The Bankruptcy Court granted all
first day motions filed by the Debtors, allowing the Company to
operate its business in the ordinary course throughout the
bankruptcy process.  The first day motions included, among other
things, a cash collateral motion, a motion maintaining the
Company's existing cash management system and motions making
various vendor payments, wage payments and tax payments in the
ordinary course of business.

Subject to certain exceptions under the Bankruptcy Code, the
Chapter 11 filings automatically stayed most judicial or
administrative actions against the Debtors or their property to
recover, collect or secure a pre-petition claim.  This prohibits,
for example, our lenders or noteholders from pursuing claims for
defaults under our debt agreements.

Restructuring Support Agreement

Prior to filing the Bankruptcy Petitions, as previously announced,
on October 20, 2016, the Debtors entered into a restructuring
support agreement (the "Original RSA") with certain holders of the
2017 Convertible Notes and the 2022 Notes (collectively, the
"Notes" and the holders thereof, the "Noteholders"), to support a
restructuring on the terms of a pre-packaged plan of
reorganization.  On November 17, 2016, the Debtors commenced a
solicitation to seek acceptance by a majority of those voting in
each voting class of claims of the Company's creditors under the
Plan, including (a) the lenders (the "Banks") under the Fourth
Amended and Restated Credit Agreement, dated as of June 24, 2014,
as amended, modified, or otherwise supplemented from time to time
(the "Credit Facility") among Stone as borrower, Bank of America,
N.A. as administrative agent and issuing bank, and the financial
institutions named therein, and (b) the Noteholders.  The
solicitation period ended on December 16, 2016 and (i) of the
94.24% of Noteholders in aggregate outstanding principal amount
that voted, 99.95% voted in favor of the Plan and .05% voted to
reject the Plan, and (ii) 100% of the Banks voted to accept the
Plan.

On December 14, 2016, the Debtors, the Noteholders holding
approximately 79.7% of the aggregate principal amount of Notes and
the Banks holding 100% of the aggregate principal amount owing
under the Credit Facility entered into an Amended and Restated
Restructuring Support Agreement (the "A&R RSA") that amended,
superseded and restated in its entirety the Original RSA.  In
connection with entry into the A&R RSA and the commencement of the
bankruptcy cases, the Debtors amended the plan of reorganization
then in effect. Additionally, on December 16, 2016, an ad hoc group
of certain of the Company's stockholders (the "Stockholder Ad Hoc
Group") filed a motion (the "Equity Committee Motion") to appoint
an official committee of equity security holders in connection with
the Debtors' Chapter 11 proceedings.  On
December 21, 2016, the Company reached a settlement agreement with
the Stockholder Ad Hoc Group (the "Settlement") and on December 28,
2016, the plan of reorganization was amended.

Upon emergence from bankruptcy by the Debtors, and pursuant to the
terms of the Plan, as amended to be consistent with the terms of
the A&R RSA and the term sheet annexed to the A&R RSA (the "Term
Sheet") and as amended pursuant to the Settlement, the Noteholders
will receive their pro rata share of (i) $100 million of cash, (ii)
95% of the common stock in reorganized Stone and (iii) $225 million
of new 7.5% second lien notes due 2022 (the "Second Lien Notes").
Existing common stockholders of Stone will receive their pro rata
share of (i) 5% of the common stock in reorganized Stone, and (ii)
warrants for ownership of up to 15% of reorganized Stone's common
equity exercisable upon the Company reaching certain benchmarks
pursuant to the terms of the proposed new warrants and which may be
exercised any time prior to the fourth anniversary of the Plan's
effective date, unless terminated earlier by their terms upon the
consummation of certain business combinations or sale transactions
involving the Company.  Banks signatory to the A&R RSA will receive
their respective pro rata share of commitments and obligations
under an amended credit agreement (the "Amended Credit Facility"),
as well as their respective share of the Company's unrestricted
cash, as of the effective date of the Plan, in excess of $25
million, net of certain fees, payments, escrows or distributions
pursuant to the Plan and the PSA, defined below.

All claims of creditors with unsecured claims other than claims by
the Noteholders, including vendors, shall be unaltered and will be
paid in full in the ordinary course of business to the extent such
claims are undisputed.

Each of the foregoing common equity percentages in reorganized
Stone is subject to dilution from the exercise of the new warrants
described above and a management incentive plan.  Assuming
implementation of the Plan, Stone expects that it will eliminate
approximately $1.2 billion in principal amount of outstanding
debt.

The A&R RSA contains certain covenants on the part of the Company
and the Noteholders and Banks who are signatories to the A&R RSA,
including that such Noteholders and Banks will support the sale of
Stone's producing properties and acreage, including approximately
86,000 net acres, in the Appalachia regions of Pennsylvania and
West Virginia (the "Appalachia Properties"), and otherwise
facilitate the restructuring transaction, in each case subject to
certain terms and conditions in the A&R RSA.  The consummation of
the Plan is subject to customary conditions and other requirements,
as well as the sale by Stone of the Appalachia Properties for a
cash purchase price of at least $350 million and approval of the
Bankruptcy Court.

On February 15, 2017, the Bankruptcy Court entered the Order
Confirming the Plan (the "Confirmation Order").  The Company
currently expects to the Plan to become effective on February 28,
2017, at which point the Debtors will emerge from bankruptcy;
however, there can be no assurance that the effectiveness of the
Plan will occur on such date, or at all.

Purchase and Sale Agreement

As previously announced, on October 20, 2016, Stone entered into a
purchase and sale agreement with TH Exploration III, LLC, an
affiliate of Tug Hill, Inc., (the "Tug Hill PSA") for the sale of
the Appalachia Properties for $360 million in cash, subject to
customary purchase price adjustments.  Pursuant to Bankruptcy Court
orders dated January 11, 2017 and January 31, 2017, two additional
bidders were allowed to participate in competitive bidding on the
Appalachia Properties.  On January 18, 2017, the Bankruptcy Court
approved the Bidding Procedures in connection with the sale of the
Appalachia Properties.  In accordance with the Bidding Procedures,
Stone conducted an auction for the sale of the Appalachia
Properties on February 8, 2017 and upon conclusion, selected the
final bid submitted by EQT Production Company ("EQT"), 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.

On February 9, 2017, the Company entered into a purchase and sale
agreement with EQT (the "EQT PSA"), reflecting the terms of the
prevailing bid.  Under the EQT PSA, the sale of the Appalachia
Properties has an effective date of June 1, 2016.  The EQT PSA
contains customary representations, warranties and covenants.  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 Appalachia Properties, the Tug Hill
PSA will terminate, and the Company will use a portion of the cash
consideration received to pay Tug Hill a break-up fee of $10.8
million.  On February 10, 2017, the Bankruptcy Court entered a sale
order approving the sale of the Appalachia Properties to EQT.  The
Company expects to close the sale of the Appalachia Properties by
February 28, 2017, subject to customary closing conditions.  At
December 31, 2016, the estimated proved reserves associated with
these assets represented approximately 34% of our total estimated
proved oil and natural gas reserves.

Bank Credit Facility

On December 14, 2016, the Debtors and the Banks holding 100% of the
aggregate principal amount owing under the Credit Facility entered
into the A&R RSA, pursuant to which the Banks will receive their
respective pro rata share of commitments and obligations under the
Amended Credit Facility on the terms set forth in Exhibit 1(a) to
the Term Sheet, as well as their respective share of the Company's
unrestricted cash, as of the effective date of the Plan, in excess
of $25 million, net of certain fees, payments, escrows or
distributions pursuant to the Plan and the PSA.  The terms of the
Amended Credit Facility under the Plan are substantially consistent
with the pre-petition facility, except, the borrowing base will be
reduced to $200 million subject to a $150 million borrowing cap
until the first redetermination of the borrowing base scheduled for
November 1, 2017, and subject to decrease under certain
circumstances.  Additionally, the Consolidated Funded Leverage
financial covenant will be adjusted to levels ranging from 2.50 to
1 to 3.00 to 1 for 2017 and ranging from 2.50 to 1 to 3.50 to 1
thereafter.  The interest cost for loans at the LIBOR rate will be
increased to a range of 3.00% to 4.00%.  The Amended Credit
Facility will be a four-year facility. There can be no assurance
that we will emerge from bankruptcy on February 28, 2017 as
expected.

Supplemental Bonding Update

The Company states, "As previously reported, on March 21, 2016, the
Bureau of Ocean Energy Management ('BOEM') notified Stone that we
no longer qualified for a supplemental bonding waiver under the
financial criteria specified in BOEM's guidance to lessees at that
time.  In late March 2016, we proposed a tailored plan to BOEM for
financial assurances relating to our abandonment obligations, which
provides for posting incremental financial assurances in favor of
BOEM.  On May 13, 2016, we received notice letters from BOEM
rescinding its demand for supplemental bonding with the
understanding that we will continue to work with BOEM to finalize
the implementation of our long-term tailored plan.  A global update
of the GOM decommissioning estimates was made on August 29, 2016,
and BOEM requested that we resubmit our tailored plan to reflect
the updated decommissioning estimates. Additionally, on July 14,
2016, BOEM issued a Notice to Lessees ('NTL'), with an effective
date of September 12, 2016, that augments requirements for the
posting of additional financial assurances by offshore lessees.
The NTL discontinues the policy of supplemental bonding waivers and
allows for the ability to self-insure up to 10% of a company's
tangible net worth where a company could demonstrate a certain
level of financial strength.  BOEM tentatively expects to approve
or deny tailored plans submitted by lessees on or around September
11, 2017, although extensions may be granted to companies actively
working with BOEM to finalize tailored plans.  

"We received a Self-Insurance letter from BOEM dated September 30,
2016 stating that we are not eligible to self-insure any of our
additional security obligations.  We received a Proposal letter
from BOEM dated October 20, 2016 indicating that additional
security may be required, and we are continuing to work with BOEM
to adjust our previously submitted tailored plan for variances
between our decommissioning estimates and that of the Bureau of
Safety and Environmental Enforcement ('BSEE').  In the first
quarter of 2017, BOEM announced that it will extend the
implementation timeline for the new NTL by an additional six
months.  The revised proposed plan may require approximately $7
million to $10 million of incremental financial assurance or
bonding for sole liability properties and potentially an additional
$30 million to $60 million of incremental financial assurance or
bonding for non-sole liability properties by the end of 2017 or in
2018, dependent on adjustments following ongoing discussions with
BSEE and any modifications to the NTL.  Under the revised plan,
additional financial assurance would be required for subsequent
years.  There is no assurance this tailored plan will be approved
by BOEM. Additionally, it is uncertain at this time what impact the
new Trump administration may have on the current financial
regulatory framework."

Operational Update

"Pompano Platform Drilling Program (Deep Water). In early June
2016, we temporarily stacked the platform rig in place to preserve
liquidity.  In January 2017, we reinitiated drilling operations on
the Mt. Bona prospect, the first of a three well development
program to be drilled from the Pompano platform.  Each development
well is expected to provide additional production volumes ranging
from 500 to over 1,500 Boe per day per well after hook-up.  Stone
holds a 100% working interest in these wells.

"Pompano Platform Production Update (Deep Water). On June 28, 2016,
a third-party gas processing plant in Pascagoula, Mississippi
experienced an explosion that shut down the facility and impacted
Pompano gas volumes.  In late December 2016, the gas processing
plant returned to normal operations, with no further curtailments
anticipated.

"Mississippi Canyon 26 – No. 1 Amethyst Well (Deep Water). As
previously reported, production from our Amethyst well was shut in
during late April 2016 to allow for a technical evaluation.  During
the first week of November, we initiated acid stimulation work and
intermittently flowed the well at a rate of 10-15 MMcf per day,
while we continued to observe and evaluate the well's performance.
On November 30, 2016, we performed a routine shut in of the well to
record pressures and determined that pressure communication existed
between the production tubing and production casing strings,
resulting from a suspected tubing leak.  We expect to begin
temporary abandonment operations on the well late in the first
quarter of 2017, and we plan to evaluate the well for potential
sidetrack operations in the second half of 2017.

"Mississippi Canyon 109 – No. A-22 Well Recompletion (Deep
Water). On September 27, 2016, we initiated recompletion operations
on the Mississippi Canyon 109 No. A-22 ST1 well to target the "H"
sand in the Pliocene interval.  Following the successful completion
of this operation in November 2016, the well has produced at a rate
of approximately 430 Boe per day.  Stone holds a 100% working
interest in this well, which ties back to our Amberjack platform.

"Mississippi Canyon 117 - Rampart Deep and Rampart Shallow (Deep
Water). The Rampart exploration prospects (Deep and Shallow) target
the Miocene interval and are expected to be tied back to the
Pompano platform, if successful.  Stone currently holds a 100%
working interest in the prospect, but has been in discussions with
another deep water operator to reduce its working interest to 50%
or less.  The prospects are located nine miles from Stone's Pompano
platform, and each well is estimated to take three months to
drill.

"Mississippi Canyon 72 - Derbio (Deep Water). The Derbio prospect
is located five miles from Stone's Pompano platform and targets the
Miocene interval.  If successful, a tie-back to the Pompano
platform is likely.  Stone currently holds a 100% working interest
in the prospect, but has been in discussions with another deep
water operator to reduce its working interest to 50% or less.  The
well is estimated to take three months to drill.

"Alaminos Canyon 943 - Lamprey (Deep Water). We were unable to
secure a partner on this project, and we have elected to not
further progress this prospect.

"Appalachia Basin. As reported on June 29, 2016, Stone entered into
an interim gas gathering and processing agreement to produce the
Mary field in Appalachia.  The initial term of the interim
agreement was through August 31, 2016, and it continued on a month
to month basis thereafter.  We expect the interim agreement to
continue through the sale of the Appalachia Properties, which we
expect to close before February 28, 2017.  During the fourth
quarter of 2016, production from the Mary field averaged over 109
MMcfe per day, with total Appalachia volumes averaging 128 MMcfe
per day."


New York Stock Exchange Notifications

The Company states, "On April 29, 2016, we were notified by the New
York Stock Exchange ('NYSE') that we were not in compliance with
the NYSE's continued listing requirements, as the average closing
price of our shares of common stock had fallen below $1.00 per
share over a period of 30 consecutive trading days, which is the
minimum average share price for continued listing on the NYSE.  On
May 17, 2016, we were notified by the NYSE that our average global
market capitalization had been less than $50 million over a
consecutive 30 trading-day period at the same time that our
stockholders' equity was less than $50 million, which is
non-compliant with the NYSE's rules."

"At the close of business on June 10, 2016, we effected a 1-for-10
reverse stock split in order to increase the market price per share
of our common stock in order to regain compliance with the NYSE's
minimum share price requirement.  We were notified on July 1, 2016
that we cured the minimum share price deficiency and that we were
no longer considered non-compliant with the $1.00 per share average
closing price requirement, although we remain non-compliant with
the $50 million market capitalization and stockholders' equity
requirements.

"On June 30, 2016, we submitted our 18-month business plan for
curing the average market capitalization and stockholders' equity
deficiencies to the NYSE.  The NYSE accepted the plan on August 4,
2016 and will continue to review the Company on a quarterly basis
for compliance with the plan.  On September 20, 2016, we submitted
a second quarter 2016 update to our plan to mitigate listing
deficiencies, and the update was accepted by the NYSE on September
22, 2016.  On December 22, 2016, we submitted our third quarter
2016 update, and the update was accepted by the NYSE on January 5,
2017.  We expect to submit our fourth quarter 2016 update to the
NYSE by mid-March 2017.

"Upon acceptance of the plan by the NYSE, and after two consecutive
quarters of sustained market capitalization above $50 million, we
would no longer be non-compliant with the market capitalization and
stockholders' equity requirements.  During the 18-month cure
period, our shares of common stock will continue to be listed and
traded on the NYSE, unless we experience other circumstances that
subject us to delisting, including abnormally low market
capitalization.  If we fail to meet the material aspects of the
plan or any of the quarterly milestones, the NYSE will review the
circumstances and variance, and determine whether such variance
warrants commencement of suspension and delisting procedures.  Upon
filing, or announcement of intention to file, for relief under
chapter 11 of the Bankruptcy Code, a company below a listing
standard is subject to immediate suspension and delisting. However,
if we are profitable or have positive cash flow, or if we are
demonstrably in sound financial health despite the bankruptcy
proceedings, the NYSE may evaluate our plan in light of the filing
without immediately suspending and delisting our common stock.  To
date, and throughout the chapter 11 filing period, we have
continued to trade on the NYSE."

Other Information

Stone Energy will not be hosting a conference call to discuss the
fourth quarter and full year 2016 operational and financial
results.

                      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.


SUMMIT MIDSTREAM: Moody's Assigns B3 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Summit
Midstream Partners Holdings, LLC, an indirect parent of Summit
Midstream Holdings, LLC (Summit, B1 stable). Assigned ratings
include a B3 Corporate Family Rating (CFR), B3-PD Probability of
Default Rating (PDR) and a B3 rating to the company's proposed $300
million senior secured first lien term loan. The rating outlook is
stable.

Net proceeds from the term loan will be used to repay approximately
$102 million of 11% Class C Preferred Units at Summit Midstream
Partners, LLC, including any accrued and unpaid quarterly
distributions associated with them, as well as to fund
approximately $190 million of distributions to SMP Holdings'
owners. Moody's ratings are subject to review of all final
documentation, and the final amount of term loan issuance.

Issuer: Summit Midstream Partners Holdings, LLC

Assignments:

-- Corporate Family Rating, Assigned B3

-- Probability of Default Rating, Assigned B3-PD

-- Senior Secured First Lien Term Loan, Assigned B3 (LGD 3)

Outlook Actions:

-- Outlook, Assigned Stable

RATINGS RATIONALE

SMP Holdings' B3 CFR reflects its structural subordination to the
debt at Summit, which was roughly $1.3 billion at December 31, 2016
pro forma for the February 2017 bond offering, and SMP Holdings'
standing as a pure-play general partner (GP) without any other
assets. SMP Holdings, together with its wholly-owned subsidiary
Summit Midstream GP, LLC, own a 2% GP interest, about 35% of the
limited partnership (LP) units and the incentive distribution
rights (IDR), in Summit Midstream Partners, LP (SMLP). SMP
Holdings' ability to service its proposed term loan is solely
reliant on distributions from SMLP, a distribution stream which is
junior to SMLP's substantial financing and operating requirements
and SMLP's subsidiary Summit's debt.

The B3 CFR and the two notch difference to Summit's B1 CFR further
reflects SMP Holdings' high leverage on a stand-alone basis of
about 4.4x debt to annualized Q4 2016 EBITDA (distributions less
G&A). The rating incorporates Moody's expectation that leverage
will be reduced to a more reasonable level of under 3.5x by
mid-2018 driven by mandatory payments from the excess cash flow
sweep feature that has been built into the term loan structure. The
rating is based on the expectation that there will be no additional
debt at SMP Holdings except for a $25 million revolver carve-out.
SMP Holdings could also sell up to 3.5 million SMLP units without
requiring a mandatory offer to prepay a portion of the term loan,
which will weaken leverage metrics somewhat.

SMP Holdings' B3 rating on the proposed first lien term loan,
constituting all of its debt, is in line with the CFR, in
accordance with Moody's Loss Given Default Methodology and reflects
the term loan's first priority claim on the equity ownership
interest in SMLP.

SMP Holdings is expected to maintain adequate liquidity through
2017. However, SMP Holdings' liquidity will weaken if distributions
received from SMLP are negatively impacted. With limited
administrative overhead, SMP Holdings does not have significant
liquidity needs and it should receive sufficient distributions from
SMLP to comfortably cover pro forma interest expense. The proposed
financial maintenance covenant under the term loan is a minimum
interest coverage of 2x, with step ups to be agreed. There is a 1%
mandatory amortization of the term loan per annum and 100% excess
cash flow recapture when stand-alone leverage is above 2x, but
stepping down to 75% when standalone leverage ratio is less than
2x. The alternate sources of liquidity are limited given that
substantially all assets secure the term loan, and net proceeds
from the sale of LP units held at closing, beyond 3.5 million
units, will be required to offer to repay the term loan.

SMP Holdings' rating outlook is stable, reflecting Moody's
expectations for financial leverage to reduce from the high levels
at closing of the proposed term loan issuance.

An upgrade of SMP Holdings is unlikely in the near future, but
could be considered if Summit's rating is upgraded. A downgrade of
SMP Holdings would occur if Summit is downgraded, or if
distributions received from SMLP are negatively impacted resulting
in sustained stand-alone debt leverage remaining above 3.5x beyond
mid-2018.

The principal methodology used in these ratings was Global
Midstream Energy published in December 2010.

SMP Holdings, through its subsidiaries owns and operates midstream
energy infrastructure assets that are located in the producing
areas of unconventional resource basins in the continental United
States. SMP Holdings, together with its wholly-owned subsidiary
Summit Midstream GP, LLC, own a 2% GP interest, about 35% of the LP
interests and the IDRs in SMLP, a publicly-traded master limited
partnership that wholly owns Summit.



SUMMIT MIDSTREAM: S&P Assigns 'B-' CCR; Outlook Stable
------------------------------------------------------
S&P Global Ratings said it assigned its 'B-' corporate credit
rating to Summit Midstream Partners Holdings LLC, the owner of
Summit Midstream Partners L.P.'s general partnership.  The outlook
is stable.

At the same time, S&P assigned its 'B-' issue-level rating and '3'
recovery rating to the company's $300 million senior secured term
loan B due 2022.  The '3' recovery rating indicates S&P's
expectation that lenders will receive meaningful (50%-70%; rounded
estimate: 50%) recovery in the event of a payment default.

S&P's 'B-' corporate credit rating on SMP Holdings reflects a
two-notch downward revision from S&P's 'B+' corporate credit rating
on its master limited partnership (MLP) Summit Midstream Partners
L.P. (SMLP).  The downward revision reflects its sole reliance on
upstream distributions from SMLP to service its financial
obligations, the underlying cash flow stability of the
distributions it receives from SMLP, and SMP Holdings' stand-alone
leverage.  SMP Holdings is analyzed as a pure-play general
partnership (GP) whose assets consist mainly of its roughly 38%
general and limited partner equity interests in SMLP as of Feb 16,
2017.

"The stable outlook on SMP Holdings reflects our expectation that
the company will maintain stand-alone adjusted debt leverage in the
3x-4x range and consolidated adjusted debt leverage in the 5x-5.5x
range over the next 24 months," said S&P Global Ratings credit
analyst Mike Llanos.  "The stable outlook also reflects our belief
that the partnership will maintain a distribution coverage ratio of
more than 1x for the long term."

S&P could downgrade SMP Holdings to the 'CCC' category if it faces
liquidity challenges or if S&P views that its capital structure has
become unsustainable.  This could occur if SMLP cuts its
distributions, leading SMP Holdings to maintain a stand-alone debt
leverage metric of more than 8x.

If S&P was to upgrade SMLP, we would not automatically upgrade SMP
Holdings because S&P expects to maintain a three-notch ratings
differential between the two companies.  S&P could upgrade the
company if it upgrades SMLP to 'BB-' and SMP Holdings maintains a
stand-alone debt-to-EBITDA metric of less than 2x.



TARA RETAIL: Taps Woomer Nistendirk as Accountants
--------------------------------------------------
Tara Retail Group, LLC seeks authorization from the U.S. Bankruptcy
Court for the Northern District of West Virginia to employ Woomer,
Nistendirk & Associates PLLC as accountants, nunc pro tunc to
January 24, 2017.

The Debtor requires Woomer Nistendirk to:

   (a) give accounting advice with respect to the Debtor's duties
       in this case and the management of assets;

   (b) prepare, on behalf of the Debtor, all requested reports and

       tax returns in connection with the administration of the
       Debtor's estate;

   (c) perform any and all other accounting services for the
       Debtor in connection with this chapter 11 case, including
       the formulation and implementation of a plan of
       reorganization;

   (d) assist the Debtor in the preparation of and the filing of a

       plan of reorganization at the earliest possible date; and

   (e) perform such accounting service as the Debtor may request
       with respect to any matter appropriate to assisting the
       Debtor in its efforts to reorganize.

Woomer Nistendirk will be paid at these hourly rates:

       Robert L. Nistendirk        $200
       Jane E. Ghareeb             $185
       Samuel L. Parkins           $125
       Kimberly T. Foster          $110
       Members                     $170-$200
       Associates                  $80-$165
       Paraprofessionals           $50-$75

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

Robert L. Nistendirk, member of Woomer Nistendirk, 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.

Woomer Nistendirk can be reached at:

       Robert L. Nistendirk
       WOOMER, NISTENDIRK & ASSOCIATES, PLLC
       231 Capitol Street Ste. 400
       Charleston, WV 25301
       Tel: (304) 342-2006
       Fax: (304) 342-2007

                      About Tara Retail

Tara Retail Group, LLC, owns The Crossings Mall in Elkview, West
Virginia, which had tenants that included Kmart and Kroger.  The
Company is headed by businessman Bill Abruzzino.  The Crossings
Mall has been closed and inaccessible to the public since massive
floods swept through West Virginia on June 23, 2016.

On Dec. 23, 2016, U.S. District Judge Thomas Johnston appointed
Martin Perry, a managing director at Newmark Grubb Knight Frank's
Pittsburgh office, as receiver.

To stop a foreclosure sale of its shopping center, Tara Retail
Group, LLC, filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No.
17-00057) on Jan. 24, 2017.  The petition was signed by William A.
Abruzzino, managing member.  The case judge is the Hon. Patrick M.
Flatley.  The Debtor estimated assets and debt of $10 million to
$50 million.

The Debtor tapped Steven L. Thomas, Esq., at Kay, Casto & Chaney
PLLC, as bankruptcy counsel.


TELESIS CENTER: S&P Lowers Rating on 2013 Educational Bonds to 'B-'
-------------------------------------------------------------------
S&P Global Ratings lowered its rating on Florence Industrial
Development Authority Inc., Ariz.'s (Telesis Prep Academy project)
series 2013 educational revenue bonds, issued for Telesis Center
for Learning Inc., to 'B-' from 'B'.  The outlook is negative.

"The rating action reflects our view of the school's declining
enrollment in fall 2015 and 2016, coupled with uncertain future
enrollment; weak operations, limited liquidity position, and
shorter dated debt that is subject to refinancing risk in 2019,"
said S&P Global Ratings credit analyst Luke Gildner.  "The negative
outlook reflects the school's need to access capital to address the
series 2013 balloon payment scheduled for fiscal 2019."

S&P assessed Telesis' enterprise profile as highly vulnerable
reflected by volatile enrollment, which–contrary to original
growth projections–resulted in greater than 5% declines each of
the past two school years.  S&P also views the school's small size,
lack of a meaningful waitlist, and management's inability to
execute on planned strategies to stabilize enrollment as limiting
factors to the enterprise profile assessment.  S&P also views
Telesis' financial profile as highly vulnerable characterized by
consistently negative operating results, large cash declines in
recent years, and maximum annual debt service (MADS) coverage,
which has remained well below 1.0x.  The school also engaged in
short-term borrowing in fiscal 2015 and 2016 to manage cash flow, a
step S&P views negatively.  The 2013 bonds were used to refinance
debt and expand facilities.  Revenue of both Telesis schools
secures the bonds, with a debt service reserve and a deed on
Telesis' property providing additional security.

Given the significant pressures to the organization's financial
profile over the past two years S&P believes refinancing risk is
high.  The negative outlook reflects continued declines in
enrollment, persistent operating deficits, and a very slim
liquidity position.

The rating could come under pressure if refinancing risk associated
with the fiscal 2019 balloon payments are not addressed within the
next year.  S&P could also consider a lower rating or negative
outlook if enrollment declines from current levels, operations do
not improve, cash deteriorates further, or management continues to
rely on short-term financing for working capital needs.

S&P would consider a higher rating highly unlikely within the
one-year outlook period due to the declining enrollment and weak
financials, but could consider revising the outlook to stable if
Telesis can stabilize enrollment and financial metrics, while
addressing the series 2013 balloon payment coming due in 2019.

Telesis operates two schools--Telesis Preparatory and Telesis
Preparatory Academy, serving kindergarten through 12th grade
students--under one charter agreement.  These schools share a
single campus in Lake Havasu City, Ariz., about 150 miles south of
Las Vegas.


TERRA GOLD: Case Summary & 2 Unsecured Creditors
------------------------------------------------
Debtor: Terra Gold Corporation, an Alaska Corporation
        1001-A East Harmony Road, Suite 340
        Fort Collins, CO 80525

Case No.: 17-11528

Chapter 11 Petition Date: March 1, 2017

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Hon. Michael E. Romero

Debtor's Counsel: Lee M. Kutner, Esq.
                  KUTNER BRINEN, P.C.
                  1660 Lincoln St., Ste. 1850
                  Denver, CO 80264
                  Tel: 303-832-2400
                  E-mail: lmk@kutnerlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Rick Bloom, authorized representative.

A copy of the Debtor's list of two unsecured creditors is available
for free at http://bankrupt.com/misc/cob17-11528.pdf


TERRA GOLD: Case Summary & 2 Unsecured Creditors
------------------------------------------------
Debtor: Terra Gold Corporation, an Alaska Corporation
        1001-A East Harmony Road, Suite 340
        Fort Collins, CO 80525

Case No.: 17-11528

Chapter 11 Petition Date: March 1, 2017

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Hon. Michael E. Romero

Debtor's Counsel: Lee M. Kutner, Esq.
                  KUTNER BRINEN, P.C.
                  1660 Lincoln St., Ste. 1850
                  Denver, CO 80264
                  Tel: 303-832-2400
                  E-mail: lmk@kutnerlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Rick Bloom, authorized representative.

A copy of the Debtor's list of two unsecured creditors is available
for free at http://bankrupt.com/misc/cob17-11528.pdf


THQ INC: Executives Want Reconsideration of Class Action Revival
----------------------------------------------------------------
Martin O'Sullivan, writing for Bankruptcy Law360, reports that THQ
Inc. CEO Brian Farrell and CFO Paul Pucino are asking the full
Ninth Circuit to reconsider reviving class accusations that they
misled investors leading up to the Debtor's failed plan to expand
its Nintendo Wii accessory to other platforms.

Messrs. Farrell and Pucino are claiming that the appeals court
depended on facts absent from the complaint, Law360 relates.

Law360 recalls that a Ninth Circuit panel in January 2017 revived a
proposed class action against Messrs. Farrell and Pucino.

                        About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- was a worldwide  
developer and publisher of interactive entertainment software.  The
Company developed its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles, California, THQ sold product through
its network of offices located throughout North America and
Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.  Michael R.
Nestor, M. Blake Cleary and Jaime Luton Chapman at Young Conaway
Stargatt & Taylor, LLP; and Oscar Garza at Gibson, Dunn & Crutcher
LLP represent the Debtors.  FTI Consulting and Centerview Partners
LLC are the financial advisors.  Kurtzman Carson Consultants is
the claims and notice agent.

Before the bankruptcy, Clearlake signed a contract to buy Agoura
THQ for a price said to be worth $60 million.  After a 22-hour
auction with 10 bidders, the top offers brought a combined $72
million from several buyers who will split up the company. Judge
Walrath approved the sales in January.  Some of the assets didn't
sell, including properties the company said could be worth about
$29 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
persons to serve in the Official Committee of Unsecured Creditors.
The Committee tapped Houlihan Lokey Capital as its financial
advisor and investment banker, Landis Rath & Cobb as co-counsel
and Andrews Kurth as counsel.

THQ Inc. and its debtor affiliates notified the U.S. Bankruptcy
Court for the District of Delaware that on Aug. 2, 2013, their
Second Amended Chapter 11 Plan of Liquidation became effective.


TK DIVERSIFIED: Colo. Judge Denies Chap. 11 Examiner Appointment
----------------------------------------------------------------
Judge Elizabeth E. Brown of the U.S. Bankruptcy Court for the
District of Colorado entered an Order for TK Diversified Services,
LLC, denying its Motion for Joint Administration and Motion to
Appoint Examiner.

Based on the Order, the Court converted the Chapter 11 case, and
the three of the four other cases that were subject of the Motion
for Joint Administration, to cases under Chapter 7 of the
Bankruptcy Code.  Therefore, the Motion for Joint Administration is
rendered moot.  Moreover, the Court also mooted the Debtor's Motion
for Appointment of an Examiner following its Order denying the
Debtors' motions to employ a proposed counsel in all but one of the
related cases.

                 About TK Diversified Services

TK Diversified Services, LLC filed a Chapter 11 petition (Bankr. D.
Colo. Case No. 16-21019) on November 17, 2016. Thomas F. Quinn,
Esq. represents the Debtor.


TK HOLDINGS: Colo. Judge Denies Chap. 11 Examiner Appointment
-------------------------------------------------------------
Judge Elizabeth E. Brown of the U.S. Bankruptcy Court for the
District of Colorado entered an Order for TK Holdings, LTD, denying
its Motion for Joint Administration and Motion to Appoint
Examiner.

Based on the Order, the Court converted the Chapter 11 case, and
the three of the four other cases that were subject of the Motion
for Joint Administration, to cases under Chapter 7 of the
Bankruptcy Code.  Therefore, the Motion for Joint Administration is
rendered moot. Moreover, the Court also mooted the Debtor's Motion
for Appointment of an Examiner following its Order denying the
Debtors' motions to employ a proposed counsel in all but one of the
related cases.

                      About TK Holdings

TK Holdings, Ltd. filed a Chapter 11 bankruptcy petition (Bankr.
D.Colo. Case No. 16-21012) on November. Thomas F. Quinn serves as
bankruptcy counsel.  The Debtors' assets and liabilities are both
below $1 million.


TK INDUSTRIAL: Colo. Judge Denies Chap. 11 Examiner Appointment
---------------------------------------------------------------
Judge Elizabeth E. Brown of the U.S. Bankruptcy Court for the
District of Colorado entered an Order for TK Industrial, LLC,
denying its Motion for Joint Administration and Motion to Appoint
Examiner.

Based on the Order, the Court converted the Chapter 11 case, and
the three of the four other cases that were subject of the Motion
for Joint Administration, to cases under Chapter 7 of the
Bankruptcy Code. Therefore, the Motion for Joint Administration is
rendered moot. Moreover, the Court also mooted the Debtor's Motion
for Appointment of an Examiner following its Order denying the
Debtors' motions to employ a proposed counsel in all but one of the
related cases.

              About TK Industrial

TK Industrial, LLC filed a Chapter 11 petition (Bankr. D. Colo.
Case No. 16-21017) on November 10, 2016. Thomas F. Quinn, Esq.
represents the Debtor.


TRUMP ENT: Nathan Schultz Wants Aug. 23 Claim Objection Deadline
----------------------------------------------------------------
Nathan A. Schultz, in his capacity as distribution trustee of the
TER Trust, is asking the U.S. Bankruptcy Court for the District of
Delaware to extend the deadline by which the Distribution Trustee
may file objections to general unsecured claims for an additional
180 days through and including Aug. 23, 2017.

A hearing to consider the Distribution Trustee's request will be
held on March 30, 2017, at 2:00 p.m. (ET).  Responses to the
Distribution Trustee's request must be filed by March 10, 2017, at
4:00 p.m. (ET).

The Plan provides that, following the Plan Effective Date, the
Distribution Trustee will have the exclusive authority to object
to, prosecute any objection to, request estimation of, compromise
or settle general unsecured claims.  The Plan provides that the
objections will be served and filed on or before the later of one
year after the Effective Date, or Feb. 24, 2017, or at "such other
date as may be fixed by the Bankruptcy Court, after notice and a
hearing."

Since the Effective Date, the Distribution Trustee and his
professionals have (i) reviewed and analyzed proofs of claim that
have been filed; (ii) determining the objectionable claims and
filing objections thereto; and (iii) negotiated resolutions related
to certain claims.

Not less than 900 proofs of claim asserting in excess of $1.9
billion in general unsecured claims have been filed against the
Debtors.  To date, the Distribution Trustee has been able to
expunge or otherwise resolve approximately 748 of the proofs of
claims totaling almost $1.7 billion.  The Distribution Trustee
believes that only a handful of the remaining general unsecured
claims will need to be addressed.  Despite his best efforts, the
Distribution Trustee has not quite completed the process and,
therefore, may not be able to reconcile fully all general unsecured
claims prior to the claim objection deadline.  Therefore, out of an
abundance of caution the Distribution Trustee respectfully requests
an extension of time of approximately 180 days to object to the
general unsecured claims until Aug. 23, 2017.  The Distribution
Trustee does not anticipate the need to request any further
extension; indeed, the Distribution Trustee may be able to complete
the claim reconciliation process prior to the hearing on the
Distribution Trustee's request.

An extension of the claim objection deadline is necessary to allow
the Distribution Trustee sufficient time to finish evaluation of
all outstanding general unsecured claims and to ensure the
efficient and accurate completion of this claims reconciliation
process.

A copy of the Trustee's request is available at:

           http://bankrupt.com/misc/deb14-12103-2211.pdf

The Distribution Trustee is represented by:

     Natasha M. Songonuga, Esq.
     GIBBONS P.C.
     300 Delaware Avenue, Suite 1015
     Wilmington, DE 19801-1671
     Tel: (302) 518-6324
     Fax: (302) 429-6294
     E-mail: nsongonuga@gibbonslaw.com

          -- and --

     Karen A. Giannelli, Esq.
     GIBBONS P.C.
     One Gateway Center
     Newark, New Jersey 07102-5310
     Tel: (973) 596-4523
     Fax: (973) 639-6244
     E-mail: kgiannelli@gibbonslaw.com

                About Trump Entertainment Resorts

Trump Entertainment Resorts Inc., owner of the Atlantic City
Boardwalk casinos that bear the name of Donald Trump, returned to
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on Sept.
9, 2014, with plans to shutter its casinos.  TER and its affiliated
debtors owned and operated two casino hotels located in Atlantic
City, New Jersey.  At the time of the filing, TER said it would
close the Trump Taj Mahal Casino Resort by Sept. 16, 2014, and,
absent union concessions, the Trump Plaza Hotel and Casino by Nov.
13, 2104.  

Judge Kevin Gross presides over the Chapter 11 cases.  The Debtors
tapped Young, Conaway, Stargatt & Taylor, LLP, as counsel; Stroock
& Stroock & Lavan LLP, as co-counsel; Houlihan Lokey Capital, Inc.,
as financial advisor; and Prime Clerk LLC, as noticing and claims
agent.

TER estimated $100 million to $500 million in assets as of the
bankruptcy filing.  The Debtors as of Sept. 9, 2014, owed $285.6
million in principal plus accrued but unpaid interest of $6.6
million under a first lien debt issued under their 2010
bankruptcy-exit plan.  The Debtors also had trade debt in the
amount of $13.5 million.

In March 2015, Judge Gross confirmed Trump Entertainment Resorts'
Third Amended Joint Plan of Reorganization and Disclosure
Statement pursuant to Section 1129 of the Bankruptcy Code.  The
Plan converted $292.3 million in debt owed to lenders affiliated
with Carl Icahn and Icahn Enterprises into 100% of newly issued
common stock in the reorganized company, while general unsecured
creditors would get $3.5 million.  The Disclosure Statement said
general unsecured creditors were estimated to recover 0.47% to
0.43% of their total allowed claim amount.  

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 protection on Feb. 17, 2009 (Bankr.
D.N.J. Lead Case No. 09-13654).  The Company tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP served
as the Company's auditor and accountant and Lazard Freres & Co. LLC
was the financial advisor.  Garden City Group was the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of Dec. 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D.N.J. Case No. 04-46898
through 04-46925).  Trump Hotels obtained the Court's confirmation
of its Chapter 11 plan on April 5, 2005, and in May 2005, it exited
from bankruptcy under the name Trump Entertainment Resorts Inc.


TWIN PEAKS: S&P Cuts Rating on Debts to BB+ on Revised Methodology
------------------------------------------------------------------
S&P Global Ratings lowered its ratings on Twin Peaks Charter
Academy, Colo.'s series 2014 underlying rating for credit program,
2011 debt, and 2008 debt to 'BB+' from 'BBB-'.  The outlook is
stable.

"We lowered the rating based on our U.S. Not-for-Profit Charter
Schools methodology, published Jan. 3, 2017, and our view of
weakened credit fundamentals in recent years driven by continued
enrollment declines and resulting impact on financial metrics.
Though enrollment is projected to improve, in our view, Twin Peaks'
has greater flexibility at the 'BB+' rating level as the school's
overall profile continues to stabilize," said S&P Global Ratings
credit analyst Brian Marshall.

The 'A' long-term rating is based on the academy's inclusion in the
Colorado Charter School Moral Obligation Program.  This report and
affirmation reflect only the underlying characteristics of the
charter school and do not assess the enhancement program or the
school's qualification under that program.

S&P assessed Twin Peaks' enterprise profile as adequate as
characterized by the school's weakened, but improving enrollment
trend, good academics, sophisticated management team, and very
solid district authorizer support.  S&P assessed the school's
financial profile as vulnerable based on a modest revenue base,
elevated debt burden and overall coverage levels, which though
improved in fiscal 2016, have been below average in recent years.
S&P believes that, combined, these credit factors lead to an
indicative stand-alone credit profile of 'bb'.  As S&P's criteria
indicate, the final rating can be within one notch of the
indicative rating level.  In S&P's opinion, the 'BB+' rating on the
school's bonds better reflects the school's healthy cash position
when compared to peers and medians and expectations of enrollment
growth in the near-term.

The rating reflects S&P's view of Twin Peaks Academy's:

   -- Solid unrestricted reserves supporting healthy days' cash on

      hand for the rating level;

   -- Long operating history of over 20 years and solid academic
      performance, typically outperforming local district
      averages;

   -- Positive relationship between the charter school and
      district authorizer, with a district bond issue financing
      providing roughly $1 million for the charter school (at no
      cost to the charter school) and the renewal of the charter
      for a 15-year period; and

   -- Capable management team that uses strategic planning and
      target metrics.

In S&P's opinion, partly offsetting credit factors include:

   -- Enrollment declines over the past three years, though
      management expects growth for fall 2017;

   -- Limited demand flexibility, evidenced by lack of a wait list

      to offset enrollment fluctuations;

   -- Sufficient maximum annual debt service (MADS) coverage for
      the rating category;

   -- High MADS burden at just under 20% of fiscal 2016 revenues;
      and

   -- The revocation and renewal risk shared by all charter
      schools subject to charter approval before debt maturity.

Twin Peaks Charter Academy is in Longmont, Colo., approximately 35
miles north of the Denver metropolitan statistical area within
Boulder County.  It has a curriculum rooted in the college
preparatory vein.

The stable outlook reflects S&P's expectation that over the
one-year outlook period, Twin Peaks Academy will start to grow
enrollment while meeting budgeted expectations, with steady MADS
coverage and liquidity.

S&P could lower the rating during the outlook period if the school
is unable to stabilize enrollment as expected, MADS coverage
declines to levels no longer commensurate with the rating level, or
days' cash on hand levels decline materially.

S&P does not believe a positive rating action is likely during the
outlook period given the organization's only acceptable financial
metrics for the rating and modest enterprise profile.  S&P could
consider such an action over a longer time frame based on sustained
enrollment growth, improved demand, and a trend of sustained
financial metrics in line with higher rated peers.



ULTRA PETROLEUM: Barclays Loan to Allow Opco to Ink Hedging Deals
-----------------------------------------------------------------
In connection with presentations to prospective lenders for its
exit financing, Ultra Petroleum Corp. disclosed in a filing with
the Securities and Exchange Commission that a proposed senior
secured first lien revolving credit facility is expected to include
a provision that will require Ultra Resources, Inc. ("OpCo"),
within 60 days of the closing of the Credit Facility, to enter into
hedging agreements with one or more approved counterparties that
have notional volumes of not less than 50% of the projected volume
of OpCo's and its restricted subsidiaries total proved developed
producing reserves for a period beginning on the date that is 60
days following the closing date and ending on the first anniversary
of the closing date.

Ultra Petroleum also disclosed certain oil and gas reserve
estimates for the Ultra Entities that Barclays and OpCo plan to
provide in connection with the Exit Financing.   A copy of the
Estimates is available at https://is.gd/A5ThbH

On Feb. 13, 2017, the Ultra Entities filed with the Bankruptcy
Court updated versions of The Debtors' Second Amended Joint Chapter
11 Plan of Reorganization.  

On Feb. 8, 2017, the Ultra Entities obtained a commitment letter
from Barclays Bank PLC pursuant to which, in connection with the
Plan of Reorganization, Barclays has agreed to provide OpCo with
secured and unsecured financing in an aggregate amount of up to
$2.4 billion, including the proposed senior secured first lien
revolving credit facility in an aggregate amount of $400.0
million.

Ultra Petroleum Corp. on Feb. 23, announced that it has
renegotiated its existing gas processing contracts with Enterprise
Products Partners L.P. and Williams Partners L.P (or their
respective subsidiaries) and the U.S. Bankruptcy Court approved
these contracts on February 22, 2017.

Ultra expects these new contracts to provide these financial
benefits related to its operations at its prolific Pinedale Field
asset in Wyoming:

     Processing fees    -- Increases EBITDA by approximately
                           $12.0 million per year at current
                           production volumes; and

     Gas sales revenues -- Approximate increase of $0.02 per Mcf
                           for gas processed through the
                           Enterprise plant (approximately a
                           $1.6 million annual revenue increase
                           at current production volumes).

These benefits are expected to increase as Ultra grows its
production volumes through its development drilling program in
Pinedale. The primary terms of the new contracts extend through
2036.

Mr. Michael Watford, Chairman, President and Chief Executive
Officer of the Company, said, "We have made every effort to utilize
our in-court restructuring process to maximize the value of our
business enterprise. We are pleased to announce these new long-term
gas processing contracts that will not only improve the
profitability of our Pinedale asset, but will ensure that our gas
will continue to be processed in reliable facilities operated by
industry leaders."

                   First Amendment to PSA

The Ultra Entities entered into a Plan Support Agreement dated
November 21, 2016, with certain holders of the 5.75% Senior Notes
Due 2018 issued by the Company pursuant to the Indenture dated
December 12, 2013 with respect thereto; certain holders of the
6.125% Senior Notes Due 2024 issued by the Company pursuant to the
Indenture dated September 18, 2014 with respect thereto; and
certain holders of common stock issued by the Company.

On February 10, 2017, the Ultra Entities entered into the First
Amendment to the Plan Support Agreement with the Plan Support
Parties party thereto. Pursuant to the PSA Amendment, the Required
Consenting Parties agreed that the Plan Term Sheet, as modified to
accord with the treatment of OpCo Funded Debt Claims and General
Unsecured Claims under the Second Amended Plan, is reasonably
satisfactory to such parties.

A copy of the First Amendment to Plan Support Agreement effective
as of February 10, 2017, by and among Ultra Petroleum Corp. and the
other Debtors, on the one hand, and certain holders of common stock
in Ultra Petroleum Corp. and debt securities issued by Ultra
Petroleum Corp., on the other hand, is available at
https://is.gd/XHinkv

                          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.

On May 5, 2016, the United States Trustee for the Southern District
of Texas appointed an official committee for unsecured creditors of
all of the Debtors.  On September 26, 2016, the United States
Trustee for the Southern District of Texas filed a Notice of
Reconstitution of the UCC.  The Committee tapped Weil, Gotshal &
Manges LLP as its legal counsel; Opportune LLP as advisor; and PJT
Partners LP as its financial advisor.

Certain other stakeholders have organized for purposes of
participating in the Debtors' chapter 11 cases: (i) on June 8,
2016, an informal ad hoc committee of unsecured creditors of
subsidiary, Ultra Resources, notified the Bankruptcy Court it had
formed and identified its members, most of which are distressed
debt investors and/or hedge funds; (ii) on June 13, 2016, an
informal ad hoc committee of the holders of senior notes issued by
the Company notified the Bankruptcy Court it had formed and
identified its members; (iii) on July 20, 2016, an informal ad hoc
committee of shareholders of the Company notified the Bankruptcy
Court it had formed and identified its members; and (iv) on January
6, 2017, an informal ad hoc committee of unsecured creditors of
subsidiary, Ultra Resources, notified the Bankruptcy Court it had
formed and identified its members, most of which are insurance
companies.


ULTRA PETROLEUM: Unveils New Gas Processing Contracts
-----------------------------------------------------
Ultra Petroleum Corp. on Feb. 23, 2017, disclosed that it has
renegotiated its existing gas processing contracts with Enterprise
Products Partners L.P. and Williams Partners L.P (or their
respective subsidiaries) and the U.S. Bankruptcy Court approved
these contracts on February 22, 2017.

Ultra expects these new contracts to provide the following
financial benefits related to its operations at its prolific
Pinedale Field asset in Wyoming:

Processing fees – Increases EBITDA by approximately $12.0 million
per year at current production volumes; and

Gas sales revenues – Approximate increase of $0.02 per Mcf for
gas processed through the Enterprise plant (approximately a $1.6
million annual revenue increase at current production volumes).

These benefits are expected to increase as Ultra grows its
production volumes through its development drilling program in
Pinedale.  The primary terms of the new contracts extend through
2036.

Mr. Michael Watford, Chairman, President and Chief Executive
Officer of the Company, said, "We have made every effort to utilize
our in-court restructuring process to maximize the value of our
business enterprise.  We are pleased to announce these new
long-term gas processing contracts that will not only improve the
profitability of our Pinedale asset, but will ensure that our gas
will continue to be processed in reliable facilities operated by
industry leaders."

                    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.  The cases are
being jointly administered for procedural purposes, with all
pleadings filed in these cases will be maintained on the case
docket for Ultra Petroleum Corp. Case No. 16-32202.

Ultra Petroleum disclosed total assets of $1.28 billion and total
liabilities of $3.91 billion as of March 31, 2016.

James H.M. Sprayregen, P.C., David R. Seligman, P.C., Michael B.
Slade, Esq., Christopher T. Greco, Esq., and Gregory F. Pesce,
Esq., at Kirkland & Ellis LLP; and Patricia B. Tomasco, Esq.,
Matthew D. Cavenaugh, Esq., and Jennifer F. Wertz, Esq., at Jackson
Walker, L.L.P., serve as co-counsel to the Debtors.  Rothschild
Inc. serves as the Debtors' investment banker; Petrie Partners
serves as their investment banker; and Epiq Bankruptcy Solutions,
LLC, serves as claims and noticing agent.

The Office of the U.S. Trustee has appointed seven creditors of
Ultra Petroleum Corp. to serve on an Official Committee of
Unsecured Creditors.  The Committee tapped Weil, Gotshal & Manges
LLP as its legal counsel; Opportune LLP as advisor; and PJT
Partners LP as its financial advisor.


ULTRAPETROL (BAHAMAS): Taps Seward & Kissel as Maritime Counsel
---------------------------------------------------------------
Ultrapetrol (Bahamas) Limited and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the Southern
District of New York to employ Seward & Kissel LLP as special
corporate and maritime counsel, nunc pro tunc to the February 6,
2017 commencement date.

The Debtors have requested that Seward & Kissel serve as special
counsel to provide services, to the extent necessary and as
requested by the Debtors, with respect to the Debtors' corporate
and maritime legal needs.  Specifically, Seward & Kissel will
render services to the Debtors including, but not limited to,
assisting UBL in transactions required to consummate the chapter 11
cases and the Offshore Loan Agreements, including assisting with
organizing shareholder meetings for various subsidiaries of UBL,
amending the formation documents of subsidiaries as required in
connection with the chapter 11 cases and Offshore Loan Agreements,
and follow-on matters in connection with the restructuring of the
Ocean Business, matters relating to the listing of UBL's shares on
the OTCQB, and general maritime and corporate matters, including
corporate finance, advising on matters related to the Debtors'
fleet, vessel registrations, charter contracts and potential
maritime liens, preparations for the potential dissolution of UBL
after the effectiveness of the Plan, as well as matters relating to
UBL's reporting obligations under the Securities Exchange Act of
1934.

Seward & Kissel will be paid at these hourly rates:

       Larry Rutkowski             $950
       Robert E. Lustrin           $925
       Anthony Tu-Sekine           $775
       Moira Maresky               $725
       Daniel Avezbaki             $590
       Joseph Nardello             $535
       Partners                    $750-$1,075
       Counsel                     $650-$825
       Associates                  $295-$725
       Paraprofessionals           $140-$380

Seward & Kissel will also be reimbursed for reasonable
out-of-pocket expenses incurred.

In the one-year period prior to the commencement of the Debtors'
cases, Seward & Kissel received total payments in the amount of
$2,469,352.97 for services  rendered and to be rendered, and
expenses incurred and to be incurred, in connection with the
potential restructuring of the Debtors' financial obligations and
the preparation of these chapter 11 cases.  Of this amount, as of
the commencement, Seward & Kissel held approximately $200,000 on
behalf of the Debtors as an advance payment retainer.

Lawrence Rutkowski, member of Seward & Kissel, 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.

In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:

   -- Seward & Kissel has represented Ultrapetrol since 1998.  In
      the previous 12 months, Seward & Kissel's billing rates were

      as follows: for partners $750 to $1,000 per hour, for    
      counsel $450 to $795 per hour; for associates $295 to $695
      per hour, and for paraprofessionals $135 to $380 per hour.  
      Seward & Kissel's billing rates going forward have increased

      in accordance with the Firm's policy to adjust billing rates

      on an annual basis.

   -- Debtor approved Seward & Kissel's prospective budget and
      staffing plan.

Seward & Kissel can be reached at:

       Lawrence Rutkowski, Esq.
       SEWARD & KISSEL LLP
       One Battery Park Plaza
       New York, NY 10004
       Tel: (212) 574-1200
       Fax: (212) 480-8421

                          About Ultrapetrol

Ultrapetrol is an industrial transportation company serving the
marine transportation needs of its clients in the markets on which
it focuses.  It serves the shipping markets for containers, grain
and soy bean products, forest products, minerals, crude oil,
petroleum, and refined petroleum products, as well as the offshore
oil platform supply market with its extensive and diverse fleet of
vessels.  These include river barges and pushboats, platform
supply vessels, tankers and two container feeder vessels.  More
information on Ultrapetrol can be found at
http://www.ultrapetrol.net/  

The Debtors employ approximately 813 personnel located principally
in Argentina (462) and Paraguay (351).

Ultrapetrol (Bahamas) Limited and 30 affiliated subsidiaries each
filed a voluntary petition under Chapter 11 of the Bankruptcy Code
in the U.S. Bankruptcy Court for the Southern District of New York
on Feb. 6, 2017, in order to implement an agreement reached with
their lenders and bondholders on the terms of a comprehensive debt
restructuring.

Contemporaneously with the petitions, the Debtors filed with the
court their Second Amended Joint Prepackaged Plan of
Reorganization dated Feb. 6, 2017.  The Company and its
subsidiaries negotiated and received affirmative votes from all
voting lenders and from 99.9% of the Company's note claims voting
to accept the Prepackaged Plan.

The Chapter 11 cases are pending before the Hon. Robert D. Drain,
and the Debtors have requested joint administration of the cases
under Case No. 17-22168.

The Debtors have hired Zirinsky Law Partners PLLC as lead
attorneys, Hughes Hubbard & Reed LLP as legal counsel, Seward &
Kissel LLP as special corporate counsel, Miller Buckfire & Co. LLC
as financial advisor, Pistrelli, Henry Martin Y Asociados S.R.L.
as independent auditor, Ernst & Young Paraguay as the Debtors'
Paraguayan subsidiaries' independent auditor, AlixPartners
International, LLC as financial advisor and Prime Clerk LLC as
claims, noticing and solicitation agent.


ULTRAPETROL BAHAMAS: Hires AlixPartners as Financial Advisor
------------------------------------------------------------
Ultrapetrol (Bahamas) Limited and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the Southern
District of New York to employ AlixPartners International, LLC to
provide financial advisory and restructuring consulting services,
nunc pro tunc to the February 6, 2017 commencement date.

The Debtors require AlixPartners to:

   (a) assist in negotiations with stakeholders and their
       representatives;

   (b) manage the claims and claims reconciliation processes;

   (c) assist with the preparation of the statements of affairs,
       schedules and other regular reports required by the
       Bankruptcy Court as well as providing assistance in such
       areas as testimony before the Bankruptcy Court on matters
       that are within AlixPartners' areas of expertise; and

   (d) assist with such other matters as may be requested that
       fall within AlixPartners' expertise and that are mutually
       agreeable.

AlixPartners will be paid at these hourly rates:

     Rebecca Roof, Managing Director    $1,110
     Stephen Spitzer, Managing Director $985
     Peter Baldwin, Vice President      $660
     Jon Bryant, Analyst                $380
     Managing Director                  $960–$1,135
     Director                           $745–$910
     Vice President                     $550–$660
     Associate                          $380–$520
     Analyst                            $135–$365
     Paraprofessional                   $250–$270

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

AlixPartners received an advance retainer payment aggregating
$100,000. Pursuant to the Engagement Letter, invoiced amounts
have been offset against the Retainer and payments on the invoices
have been used to replenish the retainer. During the 90 days prior
to the commencement of these chapter 11 cases, Ultrapetrol paid
AlixPartners International, LLC a total of $640,359.68 incurred in
providing services to Ultrapetrol in contemplation of, and in
connection with, prepetition restructuring activities. AlixPartners
International, LLC's current estimate is that it received unapplied
advance payments from Ultrapetrol in excess of prepetition billings
of $152,666.35, which is subject to final determination after all
prepetition billings and collections are reconciled.

Rebecca A. Roof, managing director of AlixPartners, 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.

AlixPartners can be reached at:

       Rebecca A. Roof
       ALIXPARTNERS INTERNATIONAL, LLC
       909 Third Avenue, 30th Floor
       New York, NY 10019
       Tel: (212) 490-2500
       Fax: (212) 490-1344

                        About Ultrapetrol

Ultrapetrol -- http://www.ultrapetrol.net/-- is an industrial
transportation company serving the marine transportation needs of
its clients in the markets on which it focuses.  It serves the
shipping markets for containers, grain and soy bean products,
forest products, minerals, crude oil, petroleum, and refined
petroleum products, as well as the offshore oil platform supply
market with its extensive and diverse fleet of vessels.  These
include river barges and pushboats, platform supply vessels,
tankers and two container feeder vessels.  The Company employs
approximately 813 personnel located principally in Argentina (462)
and Paraguay (351).

Ultrapetrol (Bahamas) Limited and 30 affiliated subsidiaries each
filed a voluntary petition under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Lead Case No. 17-22168) Feb. 6, 2017, in order to
implement an agreement reached with their lenders and bondholders
on the terms of a comprehensive debt restructuring.  The Chapter 11
cases are pending before the Hon. Robert D. Drain.

Contemporaneously with the petitions, the Debtors filed with the
court their Second Amended Joint Prepackaged Plan of Reorganization
dated Feb. 6, 2017.  The Company and its subsidiaries negotiated
and received affirmative votes from all voting lenders and from
99.9% of the Company's note claims voting to accept the Prepackaged
Plan.

The Debtors have hired Zirinsky Law Partners PLLC as lead
attorneys, Hughes Hubbard & Reed LLP as legal counsel, Seward &
Kissel LLP as special corporate counsel, Miller Buckfire & Co. LLC
as financial advisor, Pistrelli, Henry Martin Y Asociados S.R.L.
as independent auditor, Ernst & Young Paraguay as the Debtors'
Paraguayan subsidiaries' independent auditor, AlixPartners
International, LLC as financial advisor and Prime Clerk LLC as
claims, noticing and solicitation agent.


ULTRAPETROL BAHAMAS: Hires Miller Buckfire as Financial Advisor
---------------------------------------------------------------
Ultrapetrol (Bahamas) Limited and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the Southern
District of New York to employ Miller Buckfire & Co., LLC as
financial advisor and investment banker, nunc pro tunc to the
February 6, 2017 commencement date.

The Debtor requires Miller Buckfire to provide:

   (a) General Financial Advisory Services;

   (b) Restructuring services:

       -- assist in developing and seeking approval of a Plan;

       -- assist in structuring any new securities to be issued
          under the Plan;

       -- participate or otherwise assist in negotiations with
          entities or groups affected by the Plan; and

       -- participate in hearings before the Court in connection
          with Miller Buckfire's other services, including related

          testimony, in coordination with Ultrapetrol's counsel.

   (c) Financing Services:

       -- assist in structuring and effecting a Financing;

       -- identify and contact potential investors;

       -- participate or otherwise assist in negotiations with
          investors; and

       -- consider with Ultrapetrol the advisability of an
          Ultrapetrol memorandum for use in soliciting potential
          investors, and, if advisable, prepare and develop such a

          financing offering memorandum.  

   (d) Sale and Strategic Partnership Services:

       -- assist with the Sale or Strategic Partnership;

       -- identify and contact potential acquirers or other
          counterparties;

       -- participate or otherwise assist in negotiations with
          acquirers or other counterparties; and

       -- prepare and develop an Ultrapetrol sale memorandum for
          use in soliciting potential acquirers.

Miller Buckfire will be paid according to this Fee and Expense
Structure:

    -- Monthly Fee. $200,000;

    -- Restructuring Fee. $2,750,000 upon a Restructuring or a
       Credit Bid Sale.  For a Prepackaged Plan, half of the
       Restructuring Fee is due upon receipt of support sufficient

       for confirmation, which has been paid, and the remaining
       half is due upon confirmation of that Plan.

    -- Financing Fee. Upon a Financing:

       - 1.5% of debtor-in-possession Financing; plus

       - 2.5% of other debt Financing, up to $100,000,000 in the
         aggregate across all Financings; plus

       - 2% of additional debt Financing; plus

       - for other Financing, including equity, the lesser of (x)
         5% of such other Financing and (y) the amount that would
         be due as a Sale Fee if such equity Financing were
         Aggregate Consideration.

    -- Sale Fee. The greater of $1,000,000 and 1.25% of Aggregate
       Consideration, upon a Sale for which Miller Buckfire
       provides services.

    -- Strategic Partnership Fee. $1,000,000 upon a Strategic
       Partnership that is not part of a transaction or series of
       transactions that gives rise to a Sale Fee, but for which
       Miller Buckfire provides services.

    -- Crediting. Half of the seventh and subsequent Monthly Fees
       paid will be credited against any Restructuring Fee.

    -- Fee Cap. Aggregate fees will not exceed $6,500,000.

    -- Exclusions. The following are outside the scope of Miller
       Buckfire's services and give rise to no fees:

       - Southern Cross purchases of Debtor assets or additional
         Debtor securities;

       - Standalone Sales or Financings of less than $40,000,000
         other than debtor-in-possession Financing, unless terms
         for such Small Transactions are agreed and approved;

       - Certain smaller, standalone Ocean Business or shipyard
         business Sales, unless the purchaser in such Sale is
         identified by Miller Buckfire and other conditions are
         met;

    -- Retainer. A $25,000 evergreen expense retainer, held at
       Miller Buckfire.

    -- Expenses. Miller Buckfire will be reimbursed for its
       reasonable, out-of-pocket expense incurred in connection
       with its services to Ultrapetrol, including its reasonable
       legal expenses. Expenses over $50,000 quarterly require
       advance Debtor approval.

Kevin Haggard, managing director of Miller Buckfire, 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.

Miller Buckfire can be reached at:

       Kevin Haggard
       MILLER BUCKFIRE & CO., LLC
       787 Seventh Avenue, 5th Floor
       New York, NY 10019
       Tel: (212) 895-1800
       Fax: (212) 895-1853

                        About Ultrapetrol

Ultrapetrol -- http://www.ultrapetrol.net/-- is an industrial
transportation company serving the marine transportation needs of
its clients in the markets on which it focuses.  It serves the
shipping markets for containers, grain and soy bean products,
forest products, minerals, crude oil, petroleum, and refined
petroleum products, as well as the offshore oil platform supply
market with its extensive and diverse fleet of vessels.  These
include river barges and pushboats, platform supply vessels,
tankers and two container feeder vessels.  The Company employs
approximately 813 personnel located principally in Argentina (462)
and Paraguay (351).

Ultrapetrol (Bahamas) Limited and 30 affiliated subsidiaries each
filed a voluntary petition under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Lead Case No. 17-22168) Feb. 6, 2017, in order to
implement an agreement reached with their lenders and bondholders
on the terms of a comprehensive debt restructuring.  The Chapter 11
cases are pending before the Hon. Robert D. Drain.

Contemporaneously with the petitions, the Debtors filed with the
court their Second Amended Joint Prepackaged Plan of Reorganization
dated Feb. 6, 2017.  The Company and its subsidiaries negotiated
and received affirmative votes from all voting lenders and from
99.9% of the Company's note claims voting to accept the Prepackaged
Plan.

The Debtors have hired Zirinsky Law Partners PLLC as lead
attorneys, Hughes Hubbard & Reed LLP as legal counsel, Seward &
Kissel LLP as special corporate counsel, Miller Buckfire & Co. LLC
as financial advisor, Pistrelli, Henry Martin Y Asociados S.R.L.
as independent auditor, Ernst & Young Paraguay as the Debtors'
Paraguayan subsidiaries' independent auditor, AlixPartners
International, LLC as financial advisor and Prime Clerk LLC as
claims, noticing and solicitation agent.


ULTRAPETROL BAHAMAS: Hires Zirinsky Law as Lead Attorneys
---------------------------------------------------------
Ultrapetrol (Bahamas) Limited and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the Southern
District of New York to employ Zirinsky Law Partners PLLC as lead
attorneys, nunc pro tunc to the February 6, 2017 commencement
date.

The Debtor requires Zirinsky Law to:

   (a) prepare, or oversee the preparation of, on behalf of the
       Debtors, as debtors and debtors in possession, all
       necessary motions, applications, answers, orders, reports,
       and other papers in connection with the administration of
       the Debtors' estates;  

   (b) take, or oversee the taking of, all necessary action to
       protect and preserve the Debtors' estates, including the
       prosecution of actions on the Debtors' behalf, the defense
       of any actions commenced against the Debtors, the
       negotiation of disputes in which the Debtors are involved,
       and the preparation of objections to claims filed against
       the Debtors' estates;

   (c) take, or oversee the taking of, all necessary actions in
       connection with any chapter 11 plan and related disclosure
       statement, and all related documents, and such further
       actions as may be required in connection with the
       administration of the Debtors' estates; and
  
   (d) perform, or oversee the performance of, all other legal
       services necessary or appropriate in connection with the
       prosecution of these chapter 11 cases.  

Zirinsky Law will be paid at these hourly rates:

       Bruce R. Zirinsky          $1,000
       Sharon J. Richardson       $750
       Gary D. Ticoll             $750

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

In the one-year period prior to the commencement of the Debtors'
cases, Zirinsky Law received total payments in the amount of
$2,347,647.72 for services rendered and to be rendered, and
expenses incurred and to be incurred, in connection with the
potential restructuring of the Debtors' financial obligations and
the preparation of these chapter 11 cases. Of this amount, as of
the commencement of the Debtors' cases, Zirinsky Law held
approximately $400,000.44 on behalf of the Debtors as an advance
payment retainer.

Bruce R. Zirinsky, member of Zirinsky 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 Debtors and their estates.

In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:

    -- Certain discounts have been agreed upon with the Debtors.

    -- Zirinsky Law represented the Debtors in the 12 months prior

       to the Commencement Date.  During the prepetition period,
       Zirinsky Law invoiced the Debtors on a bi-weekly or monthly

       basis. Zirinsky Law's billing rates and material financial
       terms with respect to this engagement have not changed
       postpetition other than to comply with the provisions of
       the Bankruptcy Code and any Orders relating to the timing
       and payment of compensation and reimbursement of expenses.

    -- The Debtors have approved Zirinsky Law's prospective budget

       and staffing plan for the first interim fee period.

Zirinsky Law can be reached at:

       Gary D. Ticoll, Esq.
       Bruce R. Zirinsky, Esq.
       Sharon J. Richardson, Esq.
       ZIRINSKY LAW PARTNERS PLLC
       375 Park Avenue, Suite 2607
       New York, NY 10152
       Tel: (212) 763-0193

                        About Ultrapetrol

Ultrapetrol -- http://www.ultrapetrol.net/-- is an industrial
transportation company serving the marine transportation needs of
its clients in the markets on which it focuses.  It serves the
shipping markets for containers, grain and soy bean products,
forest products, minerals, crude oil, petroleum, and refined
petroleum products, as well as the offshore oil platform supply
market with its extensive and diverse fleet of vessels.  These
include river barges and pushboats, platform supply vessels,
tankers and two container feeder vessels.  The Company employs
approximately 813 personnel located principally in Argentina (462)
and Paraguay (351).

Ultrapetrol (Bahamas) Limited and 30 affiliated subsidiaries each
filed a voluntary petition under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Lead Case No. 17-22168) Feb. 6, 2017, in order to
implement an agreement reached with their lenders and bondholders
on the terms of a comprehensive debt restructuring.  The Chapter 11
cases are pending before the Hon. Robert D. Drain.

Contemporaneously with the petitions, the Debtors filed with the
court their Second Amended Joint Prepackaged Plan of Reorganization
dated Feb. 6, 2017.  The Company and its subsidiaries negotiated
and received affirmative votes from all voting lenders and from
99.9% of the Company's note claims voting to accept the Prepackaged
Plan.

The Debtors have hired Zirinsky Law Partners PLLC as lead
attorneys, Hughes Hubbard & Reed LLP as legal counsel, Seward &
Kissel LLP as special corporate counsel, Miller Buckfire & Co. LLC
as financial advisor, Pistrelli, Henry Martin Y Asociados S.R.L.
as independent auditor, Ernst & Young Paraguay as the Debtors'
Paraguayan subsidiaries' independent auditor, AlixPartners
International, LLC as financial advisor and Prime Clerk LLC as
claims, noticing and solicitation agent.


ULTRAPETROL BAHAMAS: Taps Hughes Hubbard as Attorneys
-----------------------------------------------------
Ultrapetrol (Bahamas) Limited and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the Southern
District of New York to employ Hughes Hubbard & Reed LLP as
attorneys, nunc pro tunc to the February 6, 2017 commencement
date.

The Debtor requires Hughes Hubbard to:

   (a) prepare on behalf of Ultrapetrol, as debtors in possession,

       all necessary motions, applications, answers, orders,
       reports, and other papers in connection with the
       administration of Ultrapetrol's estates;

   (b) take all necessary action to protect and preserve
       Ultrapetrol's estates, including the prosecution of actions

       on Ultrapetrol's behalf, the defense of any actions
       commenced against Ultrapetrol, the negotiation of disputes
       in which Ultrapetrol is involved, and the preparation of
       objections to claims filed against Ultrapetrol's estates;

   (c) take all necessary actions in connection with any chapter
       11 plan and related disclosure statement, and all related
       documents, and such further actions as may be required in
       connection with the administration of Ultrapetrol's
       estates;  and

   (d) perform all other legal services necessary or appropriate
       in connection with these chapter 11 cases.

Hughes Hubbard will be paid at these hourly rates:

       Partners                    $700-$1,350
       Counsel and Specialists     $720-$1,125
       Associates                  $425-$800
       Paraprofessionals           $210-$290

Hughes Hubbard has provided the Debtors with a 10% negotiated fee
discount applicable for fees accrued in the 2017 calendar year.

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

During the one-year period prior to the commencement of the
Debtors' cases, Hughes Hubbard received payments in the amount of
$1,310,203.99 -- including $746,105.64 in the 90 days prior to the
bankruptcy filing -- for services rendered and to be rendered, and
expenses incurred and to be incurred, in connection with the
potential restructuring of the Debtors' financial obligations and
preparation of these chapter 11 cases.  Of this amount, as of the
commencement of the Debtors' cases, Hughes Hubbard held
approximately $303,227.00 on behalf of the Debtors as an advance
payment retainer.  

Christopher K. Kiplok, member of Hughes Hubbard, 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.

In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:

   -- Ultrapetrol and Hughes Hubbard have agreed to a 10% fee
      discount.

   -- Hughes Hubbard represented Ultrapetrol in the 12 months
      leading to the Commencement Date.  Aside from associate
      maturation and annual rate increases, as of January 1, 2017,

      there were no adjustments in the 12-month period, and
      throughout HHR has maintained its agreed 10% discount.  
      During the prepetition period, Hughes Hubbard invoiced the
      Debtors on a bi-weekly or monthly basis.  Hughes Hubbard's
      billing rates and material financial terms with respect to
      this engagement have not changed postpetition other than to
      comply with the provisions of the Bankruptcy Code and any
      Orders relating to the timing and payment of compensation
      and reimbursement of expenses.

   -- Ultrapetrol has approved Hughes Hubbard's prospective budget

      and staffing plan for the period through March 31, 2017.  
      Ultrapetrol and Hughes Hubbard will work together to revise
      the budget and staffing plan as needed.

Hughes Hubbard can be reached at:

       Christopher K. Kiplok, Esq.
       Dustin P. Smith, Esq.
       Erin E. Diers, Esq.
       HUGHES HUBBARD & REED LLP
       One Battery Park Plaza
       New York, NY 10004
       E-mail: chris.kiplok@hugheshubbard.com
               dustin.smith@hugheshubbard.com
               erin.diers@hugheshubbard.com

                        About Ultrapetrol

Ultrapetrol -- http://www.ultrapetrol.net/-- is an industrial
transportation company serving the marine transportation needs of
its clients in the markets on which it focuses.  It serves the
shipping markets for containers, grain and soy bean products,
forest products, minerals, crude oil, petroleum, and refined
petroleum products, as well as the offshore oil platform supply
market with its extensive and diverse fleet of vessels.  These
include river barges and pushboats, platform supply vessels,
tankers and two container feeder vessels.  The Company employs
approximately 813 personnel located principally in Argentina (462)
and Paraguay (351).

Ultrapetrol (Bahamas) Limited and 30 affiliated subsidiaries each
filed a voluntary petition under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Lead Case No. 17-22168) Feb. 6, 2017, in order to
implement an agreement reached with their lenders and bondholders
on the terms of a comprehensive debt restructuring.  The Chapter 11
cases are pending before the Hon. Robert D. Drain.

Contemporaneously with the petitions, the Debtors filed with the
court their Second Amended Joint Prepackaged Plan of Reorganization
dated Feb. 6, 2017.  The Company and its subsidiaries negotiated
and received affirmative votes from all voting lenders and from
99.9% of the Company's note claims voting to accept the Prepackaged
Plan.

The Debtors have hired Zirinsky Law Partners PLLC as lead
attorneys, Hughes Hubbard & Reed LLP as legal counsel, Seward &
Kissel LLP as special corporate counsel, Miller Buckfire & Co. LLC
as financial advisor, Pistrelli, Henry Martin Y Asociados S.R.L.
as independent auditor, Ernst & Young Paraguay as the Debtors'
Paraguayan subsidiaries' independent auditor, AlixPartners
International, LLC as financial advisor and Prime Clerk LLC as
claims, noticing and solicitation agent.


UNITED ROAD: Hires Rust/Omni as Claims and Noticing Agent
---------------------------------------------------------
United Road Towing, Inc. and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Rust Consulting/Omni Bankruptcy as claims and
noticing agent, nunc pro tunc to the February 6, 2017 petition
date.

The Debtors require Rust/Omni to:

   (a) prepare and serve required notices and documents in the
       cases in accordance with the Bankruptcy Code and the
       Bankruptcy Rules in the form and manner directed by the
       Debtors and the Court, including (i) notice of the
       commencement of the cases and the initial meeting of
       creditors under Bankruptcy Code section 341(a), (ii) notice

       of any claims bar date, (iii) notices of transfers of
       claims, (iv) notices of objections to claims and objections

       to transfers of claims, (v) notices of any hearings on a
       disclosure statement and confirmation of the Debtors' plan
       or plans of reorganization, including under Bankruptcy Rule

       3017(d), (vi) notice of the effective date of any plan and
       (vii) all other notices, orders, pleadings, publications
       and other documents as the Debtors or Court may deem
       necessary or appropriate for an orderly administration of
       the cases;

   (b) maintain an official copy of the Debtors' schedules of
       assets and liabilities and statement of financial affairs,
       listing the Debtors' known creditors and the amounts owed
       thereto;

   (c) maintain (i) a list of all potential creditors, equity
       holders and other parties-in-interest; and (ii) a "core"
       mailing list consisting of all parties described in
       sections 2002(i), (j) and (k) and those parties that have
       filed a notice of appearance pursuant to Bankruptcy Rule
       9010; update said lists and make said lists available upon
       request by a party-in-interest or the Clerk;

   (d) furnish a notice to all potential creditors of the last
       date for the filing of proofs of claim and a form for the
       filing of a proof of claim, after such notice and form are
       approved by this Court, and notify said potential creditors

       of the existence, amount and classification of their
       respective claims as set forth in the Schedules, which may
       be effected by inclusion of such information on a
       customized proof of claim form provided to potential
       creditors;

   (e) maintain a post office box or address for the purpose of
       receiving claims and returned mail, and process all mail
       received;

   (f) for all notices, motions, orders or other pleadings or
       documents served, prepare and file or caused to be filed
       with the Clerk an affidavit or certificate of service
       within 7 business days of service which includes (i) either

       a copy of the notice served or the docket numbers and
       titles of the pleadings served, (ii) a list of persons to
       whom it was mailed with their addresses, (iii) the manner
       of service, and (iv) the date served;

   (g) process all proofs of claim received, including those
       received by the Clerk's Office, and check said processing
       for accuracy, and maintain the original proofs of claim in
       a secure area;

   (h) maintain the official claims register for each Debtor on
       behalf of the Clerk; upon the Clerk's request, provide the
       Clerk with certified, duplicate unofficial Claims
       Registers; and specify in the Claims Registers the
       following information for each claim docketed: (i) the
       claim number assigned, (ii) the date received, (iii) the
       name and address of the claimant and agent, if applicable,
       who filed the claim, (iv) the amount asserted, (v) the
       asserted classification(s) of the claim, (vi) the
       applicable Debtor, and (vii) any disposition of the claim;

   (i) implement necessary security measures to ensure the
       completeness and integrity of the Claims Registers and the
       safekeeping of the original claims;

   (j) record all transfers of claims and provide any notices of
       such transfers as required by Bankruptcy Rule 3001(e);

   (k) relocate, by messenger or overnight delivery, all of the
       court-filed proofs of claim to the offices of Rust/Omni,
       not less than weekly;

   (l) upon completion of the docketing process for all claims
       received to date for each case, turn over to the Clerk
       copies of the claims register for the Clerk's review;

   (m) monitor the Court's docket for all notices of appearance,
       address changes, and claims-related pleadings and orders
       filed and make necessary notations on and changes to the
       claims register;

   (n) assist in the dissemination of information to the public
       and respond to requests for administrative information
       regarding the case as directed by the Debtors or the Court,

       including through the use of a case website and call
       center;

   (o) if the case is converted to chapter 7, contact the Clerk's
       Office within 3 days of the notice to Rust/Omni of entry of

       the order converting the case;

   (p) 30 days prior to the close of these cases, to the extent
       practicable, request that the Debtors submit to the Court a

       proposed Order dismissing Rust/Omni and terminating the
       services of such agent upon completion of its duties and
       responsibilities and upon the closing of these cases;

   (q) within 7 days of notice to Rust/Omni of entry of an order
       closing the chapter 11 cases, provide to the Court the
       final version of the claims register as of the date
       immediately before the close of the cases;

   (r) at the close of these cases, box and transport all original

       documents, in proper format, as provided by the Clerk's
       Office, to (i) the Federal Archives Record Administration,
       located at 14700 Townsend Road, Philadelphia, PA 19154-1096
       or (ii) any other location requested by the Clerk's Office;

       and

   (s) provide such other related Claims and Noticing Services and

       the Debtors may require in connection with these chapter 11

       cases.

Rust/Omni will be paid at these hourly rates:

       Clerical Support          $26.25-$37.50
       Project Specialists       $48.75-$63.75
       Project Supervisors       $63.75-$78.75
       Consultants               $78.75-$105
       Technology/Programming    $82.50-$123.75
       Senior Consultants        $131.25-$146.25
       Equity Services           $168.75

Rust/Omni will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Prior to the Petition Date, the Debtors provided Rust/Omni a
retainer in the amount of $15,000.

Paul H. Deutch, executive managing director of Rust/Omni, 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.

Rust/Omni can be reached at:

       Paul H. Deutch
       RUST CONSULTING/OMNI BANKRUPTCY
       1120 Avenue of the Americas
       4th Floor
       New York, NY 10036
       Tel: (212) 302-3560
       Fax: (212) 302-3820

                    About United Road Towing

Headquartered in Mokena, Illinois, United Road Towing, Inc. -- dba
Good Buy Auto Auction, UR Vehicle Management Solutions, Quality
Towing, United Road Vehicle Management Solutions, and dba United
Road Towing-San Antonio -- and its affiliates provide towing,
recovery, impound, and vehicle management solutions services to
both the private and public sector.  Through a portfolio of local
and regional brands operating across 10 different regions in eight
different states, the Company dispatches approximately 500,000
tows, manage over 200,000 impounds and sell over 38,000 vehicles
annually across the U.S.

United Road Towing, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 17-10249) on Feb. 6, 2017.  

These affiliates filed separate Chapter 11 bankruptcy petitions on
the same day: URT Holdings, Inc. (Bankr. D. Del. Case No.
17-10250), City Towing, Inc. (Bankr. D. Del. Case No. 17-10251),
URS West, Inc. (Bankr. D. Del. Case No. 17-10252), Bill & Wag's,
Inc. (Bankr. D. Del. Case No. 17-10253), Export Enterprises of
Massachusetts, Inc. (Bankr. D. Del. Case No. 17-10254), Pat's
Towing, Inc. (Bankr. D. Del. Case No. 17-10255), Keystone Towing,
Inc. (Bankr. D. Del. Case No. 17-10256), Ross Baker Towing, Inc.
(Bankr. D. Del. Case No. 17-10257), URT Texas, Inc. (Bankr. D. Del.
Case No. 17-10258), Mart Caudle Corporation (Bankr. D. Del. Case
No. 17-10259), Signature Towing, Inc. (Bankr. D. Del. Case No.
17-10260), WHW Transport, Inc. (Bankr. D. Del. Case No. 17-10261),
URS Southeast, Inc. (Bankr. D. Del. Case No. 17-10262), URS
Northeast, Inc. (Bankr. D. Del. Case No. 17-10263), URS Southwest,
Inc. (Bankr. D. Del. Case No. 17-10264), Fast Towing, Inc. (Bankr.
D. Del. Case No. 17-10265), E&R Towing and Garage, Inc. (Bankr. D.
Del. Case No. 17-10266), Sunrise Towing, Inc. (Bankr. D. Del. Case
No. 17-10267), Ken Lehman Enterprises, Inc. (Bankr. D. Del. Case
No. 17-10268), United Road Towing of South Florida, Inc. (Bankr. D.
Del. Case No. 17-10269), Rapid Recovery Incorporated (Bankr. D.
Del. Case No. 17-10270), United Road Towing Services, Inc. (Bankr.
D. Del. Case No. 17-10271), Arri Brothers, Inc. (Bankr. D. Del.
Case No. 17-10272), Rancho Del Oro Companies, Inc. (Bankr. D. Del.
Case No. 17-10273), CSCBD, Inc. (Bankr. D. Del. Case No. 17-10274),
UR VMS, LLC (Bankr. D. Del. Case No. 17-10275), URS Leasing, Inc.
(Bankr. D. Del. Case No. 17-10276), and UR Vehicle Management
Solutions, Inc. (Bankr. D. Del. Case No. 17-10277).

The petitions were signed by Michael Mahar, chief financial
officer.

Judge Laurie Selber Silverstein presides over the case.

Daniel J. McGuire, Esq., Grace D. D'Arcy, Esq., and Carrie V.
Hardman, Esq., at Winston & Strawn LLP serve as Debtors' general
counsel.

M. Blake Cleary, Esq., Ryan M. Bartley, Esq., and Andrew
Magaziner, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as
the Debtors' Delaware counsel.

Getzler Henrich & Associates LLC is the Debtors' financial
advisor.

SSG Advisors LLC is the Debtors' investment banker.

Rust Consulting/Omni Bankruptcy is the Debtors' noticing, claims
and balloting agent.

The Debtors estimated assets of between $10 million and $50
million and debts of between $50 million and $100 million.


UNITY RESPIRATORY: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Unity Respiratory and Diabetic, Inc.
           aka Unity Medical
        3616 Tamiami Trail, Unit 1
        Port Charlotte, FL 33952

Case No.: 17-01681

Chapter 11 Petition Date: March 1, 2017

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtor's Counsel: Benjamin G Martin, Esq.
                  LAW OFFICES OF BENJAMIN MARTIN
                  1620 Main Street, Suite 1
                  Sarasota, FL 34236
                  Tel: 941-951-6166
                  Fax: 941-951-2076
                  E-mail: skipmartin@verizon.net

Estimated Assets: $50,000 to $100,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Wayne Perry, president.

A copy of the Debtor's list of 18 largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb17-01681.pdf


UNITY RESPIRATORY: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Unity Respiratory and Diabetic, Inc.
           aka Unity Medical
        3616 Tamiami Trail, Unit 1
        Port Charlotte, FL 33952

Case No.: 17-01681

Chapter 11 Petition Date: March 1, 2017

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtor's Counsel: Benjamin G Martin, Esq.
                  LAW OFFICES OF BENJAMIN MARTIN
                  1620 Main Street, Suite 1
                  Sarasota, FL 34236
                  Tel: 941-951-6166
                  Fax: 941-951-2076
                  E-mail: skipmartin@verizon.net

Estimated Assets: $50,000 to $100,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Wayne Perry, president.

A copy of the Debtor's list of 18 largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb17-01681.pdf


US VIRGIN ISLANDS: S&P Puts 'B' Rating on Notes on Watch Neg.
-------------------------------------------------------------
S&P Global Ratings placed its 'B' rating on the Virgin Islands
Public Finance Authority's matching fund loan notes, senior- and
subordinate-lien bonds, issued for the U.S. Virgin Islands (USVI),
on CreditWatch with negative implications.  At the same time, S&P
Global Ratings placed its 'B-' rating on the authority's gross
receipts tax bonds on CreditWatch with negative implications.

The CreditWatch placement follows USVI's growing liquidity
challenges.  "The territory indicated that it currently holds
approximately two days' cash on hand and may not have sufficient
cash to meet obligations including pay-roll obligations due in
March without additional external liquidity or significant budget
cuts," said S&P Global Ratings credit analyst Oladunni Ososami. "In
the past month, the territory's liquidity has been below 10 days'
cash, which we believe leaves USVI vulnerable to cash flow
insolvency."  Given the urgency of the territory's liquidity
issues, the territory will need an infusion of cash to continue to
pay its operating expenses.  S&P understands that the territory's
access to external liquidity to deal with immediate cash flow needs
remains contingent on USVI enacting its proposed revenue
enhancements outlined in the governor's five-year financial plan to
close its $110 million current deficit.  The enactment of the
measures depends on legislative approval, which has been delayed in
the past and remains uncertain.  Although the proposals are
expected to go through the final legislative approval on Feb. 28,
it is not certain that the proposals will be approved or that
approval will lead to timely access of cash flow needed to address
the current liquidity crisis.  If the territory does not take
definitive action to address its current fiscal position and S&P
views its capacity or willingness to pay debt service on the bonds
as increasingly compromised, it could lead to further deterioration
of the credit quality.



VANDER INTERMEDIATE: S&P Affirms 'B' CCR; Outlook Negative
----------------------------------------------------------
S&P Global Ratings said that it has affirmed its 'B' corporate
credit rating on U.S.-based Vander Intermediate Holding III Corp.
The outlook is negative.

At the same time, S&P assigned its 'B' issue-level rating and '4'
recovery rating to the company's proposed $1.025 billion senior
secured second-lien notes due 2024.  The '4' recovery rating
indicates S&P's expectation for average (30%-50%, rounded estimate:
45%) recovery in a payment default scenario.  Vander's operating
subsidiaries, Blueline Rental Finance Corp. and Blueline Rental
LLC, will co-issue the notes.

Vander intends to use the proceeds from this issuance to redeem its
existing $760 million senior secured second-lien notes due 2019 and
$201 million of holding company payment-in-kind (PIK) toggle notes
due 2019.  S&P believes that Vander's equity sponsors will retire
about $43 million of the company's promissory notes due to
affiliates.

"The affirmation and negative outlook reflect our view that, while
Vander's debt leverage remains high (with debt-to-EBITDA of 7.4x as
of the end of 2016), we continue to forecast that an increase in
construction spending in 2017, the realization of benefits from
management's business initiatives, and a reduction in the company's
restructuring expenses will allow it to reduce its debt-to-EBITDA
to 6.5x or below by the end of 2017," said S&P Global credit
analyst Svetlana Olsha.  "If, however, the company's EBITDA growth
is slower than we expect over the next few quarters because of
sustained weak demand, further operating challenges, or a
higher-than-expected level of capital spending that prevents it
from deleveraging, we could lower our rating."

The negative outlook on Vander reflects the company's high leverage
levels due to the softness in its end markets, its operational
inefficiencies, and its recent sizeable restructuring expenses.
S&P believes that Vander may be unable to lower its debt-to-EBITDA
below 6.5x if its end markets remain weak and the company is unable
to reduce its costs.

S&P could lower its ratings on Vander if S&P do not expect the
company's end markets to improve in 2017, or if the company incurs
a higher level of capex or restructuring expenses than S&P expects,
causing its forecasted debt-to-EBITDA to remain above 6.5x over the
next 12 months.

S&P could revise its outlook on Vander to stable if S&P expects the
company's operating performance to continue to improve and
management's cost-savings activities cause its debt-to-EBITDA to
decline below 6.5x on a sustained basis.



VANITY SHOP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Vanity Shop of Grand Forks, Inc.
           dba Vanity
        2222 7th Avenue North, Unit 100
        Fargo, ND 58102

Case No.: 17-30112

Chapter 11 Petition Date: March 1, 2017

Court: United States Bankruptcy Court
       District of North Dakota (Fargo)

Judge: Hon. Shon Hastings

Debtor's Counsel: Jon R. Brakke, Esq.
                  VOGEL LAW FIRM
                  P.O. Box 1389
                  Fargo, ND 58107-1389
                  Tel: (701) 237-6983
                  Fax: (701) 476-7676
                  E-mail: jbrakke@vogellaw.com

                     - and -

                  Caren W. Stanley, Esq.
                  VOGEL LAW FIRM
                  P.O. Box 1389
                  Fargo, ND 58107-1389
                  Tel: (701) 237-6983
                  Fax: (701) 476-7676
                  E-mail: cstanley@vogellaw.com

Estimated Assets: $50,000 to $100,000

Estimated Liabilities: $10 million to $50 million

The petition was signed by James Bennett, chairman of the Board of
Directors.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ndb17-30112.pdf


VERMILION ENERGY: Moody's Assigns B2 Rating to US$300MM Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Vermilion Energy
Inc.'s proposed US$300 million senior unsecured notes. Moody's also
assigned a Ba3 Corporate Family Rating (CFR), a Ba3-PD Probability
of Default Rating and a SGL-2 Speculative Grade Liquidity rating to
Vermilion. The rating outlook is stable. This is the first time
that Moody's has rated Vermilion.

The proceeds of the notes will be used to repay drawings under the
revolver.

Assignments:

Issuer: Vermilion Energy Inc.

-- Probability of Default Rating, Assigned Ba3-PD

-- Speculative Grade Liquidity Rating, Assigned SGL-2

-- Corporate Family Rating, Assigned Ba3

-- Senior Unsecured Regular Bond/Debenture, Assigned B2(LGD5)

Outlook Actions:

Issuer: Vermilion Energy Inc.

-- Outlook, Assigned Stable

RATINGS RATIONALE

Vermilion's Ba3 CFR reflects the company's solid leverage in 2017
(debt to EBITDA around 2x and retained cash flow to debt around
30%), strong cash margins driven by international commodity price
exposure, and the ability to generate positive free cash flow while
increasing production by 9% and paying out a high dividend.
Vermilion's asset base has low decline rates allowing the company
to have low capital intensity and is well diversified with a long
track record of successful operations despite the disparate nature.
The rating also considers the modest size, the high dividend payout
and some execution risk inherent to the multiple geographies in
which it is operating.

Vermillion has good liquidity (SGL-2) through 2017. Pro forma for
the US$300million notes issuance, the company will have about C$1
billion available under its C$2 billion revolver maturing in May
2019. In 2017 Moody's expects positive free cash flow of about C$90
million and no debt maturities. Vermilion should remain well in
compliance with the three financial covenants under its revolver.
Alternate sources of liquidity, if needed, are good as the company
could sell up to C$200 million worth of assets per calendar year
without the consent from their banks.

In accordance with Moody's Loss Given Default (LGD) Methodology,
the notching of the senior unsecured notes at B2, two notches below
the Ba3 CFR, reflects priority ranking debt in the form of the C$2
billion secured revolving credit facility relative to the unsecured
notes.

The stable outlook reflects Moody's expectations for modest
production growth and a continuation of stable operating results.

The rating could be upgraded if production increases towards 80,000
boe/d (60,000 boe/d LTM Dec16) on a sustained basis, retained cash
flow to debt increases above 40% (29% LTM Dec16) and leveraged
full-cycle ratio improves above 1.5x (1x LTM Dec16).

The rating could be downgraded if retained cash flow to debt falls
below 25% and leveraged full-cycle ratio decreases below 1x.

Vermilion Energy is a Calgary, Alberta-based independent
exploration and production company with operations in Europe,
Canada, Australia and the US. Vermilion's net of royalties
production is about 60,000 barrel of oil equivalent per day.

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



VERMILION ENERGY: S&P Assigns 'BB-' CCR; Outlook Stable
-------------------------------------------------------
S&P Global Ratings said it assigned its 'BB-' long-term corporate
credit rating to Calgary, Alta.-based Vermilion Energy Inc.  The
outlook is stable.

At the same time, S&P Global Ratings assigned its 'BB-' issue-level
rating and '3' recovery rating to Vermilion's proposed US$300
million senior unsecured notes due 2025.  The '3' recovery rating
indicates S&P's expectation of meaningful recovery (65%) in a
hypothetical default scenario.

"The ratings reflect our view of Vermilion's small, albeit broadly
diversified, international oil and gas upstream operations; the
company's high unit production and full-cycle costs; and adequate
cash flow and leverage," said S&P Global Ratings credit analyst
Wendell Sacramoni.

S&P believes Vermilion's profitability metrics, which benefit from
Brent benchmark based pricing for its liquids and gas production
outside North America; and the company's strong liquidity profile
partially offset its relatively small scale.

Vermilion is an exploration and production (E&P) company with
extensive international operations.  The company operates in seven
countries: Australia, Canada, France, Ireland, Germany, the
Netherlands, and the U.S.  It has a broadly diversified product mix
that includes light and medium oil, natural gas, and natural gas
liquids.  Vermilion's business risk profile reflects S&P's view of
the company's broadly diversified upstream operations, but the
absolute size of the proven reserves base is smaller than those of
similarly rated oil and gas producers.  Vermilion's high full-cycle
costs and tax expenses outside North America partially offset the
positive price differential achieved mainly by its exposure to
Brent, resulting in profitability, measured by unit earnings before
interest (unit EBI) that ranks in the midrange of the global E&P
peer group.

The stable outlook reflects S&P Global Ratings' expectation that
Vermilion will continue to focus on organic reserves and production
growth during S&P's 12-month outlook period.  S&P expects the
company's profitability metrics will remain in the midrange of the
global E&P peer group ranking.  Based on S&P's cash flow and
spending estimates, S&P expects Vermilion's funds from operations
(FFO)-to-debt will remain at 30%-45%, and discretionary cash flow
(DCF)-to-debt at 5%-10% during the next 12 months.

Assuming Vermilion's spending and dividend payments remain
consistent with S&P's base-case assumptions, it could lower the
rating to 'B+' if Vermilion's fully adjusted three-year,
weighted-average FFO-to-debt fell below 30%, DCF-to-debt fell below
5%, and its liquidity profile deteriorated to or below adequate.

Assuming the scale of the company's operations has not changed, S&P
could raise the rating to 'BB' if Vermilion strengthens and
sustains its three-year, weighted-average FFO-to-debt ratio above
45%, assuming the company continues to generate DCF-to-debt in the
5%-10% range.  Alternatively, if Vermilion reduces its dividend
payout ratio, and is able to consistently generate DCF-to-debt
above 10%, while maintaining its FFO-to-debt in line with S&P's
forecasts, its financial risk profile could strengthen to a level
that would support a 'BB' rating.



VSI LIQUIDATING: Court Confirms Plan of Liquidation
---------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware has confirmed VSI Liquidating Inc., et
al.'s modified first amended plan of liquidation.

A copy of the court order and the Plan is available at:

            http://bankrupt.com/misc/deb16-11290-775.pdf

Jeff Montgomery, writing for Bankruptcy Law360, reports that the
Plan was confirmed after a series of compromises among unsecured
creditors, lenders and others involved the case.

Under the Plan, Class 5 General Unsecured Claims are impaired.
Holders will receive: (i) along with other allowed General
Unsecured Claims, pro rata share of the GUC cash, and (ii) along
with other allowed General Unsecured Claims and the senior secured
term loan deficiency claims, pro rata share of the liquidating
trust common distributable assets.  Distributions or other
treatment to holders of allowed General Unsecured Claims will be
made as soon as practicable after the earlier of (i) the Effective
Date or (ii) the date the General Unsecured Claim becomes allowed.

On the Effective Date, or as soon as reasonably practicable, the
Debtors will transfer and assign to a liquidating trust all of
their right, title and interest in and to all of the liquidating
trust assets, and all the assets will automatically vest in the
liquidating trust free and clear of all claims and lients.  The
liquidating trustee will establish the exit cost reserve and the
wind-down reserve.  The Debtors will transfer to the Exit Cost
Reserve all amounts (except for the amounts designated as the
"Unsecured Creditors Settlement" amount on the Funds Flow
Memorandum) funded to the Debtors by the purchaser at the closing
of the sale to pay costs designated as "Other Exit Considerations."
The sum of (a) $550,000 and (b) the work budget excess amount, if
any, will be funded by the estates into, and vest in, the
environmental response trust on the Effective Date.

                   About Vertellus Specialties

Vertellus Specialties Inc. was a global specialty chemicals
company focused on the manufacture of ingredients used in
pharmaceuticals, personal care, nutrition, agriculture, and a host
of other market areas affected by trends favoring "green"
technologies and chemistries.

Headquartered in Indianapolis, Indiana, Vertellus Specialties Inc.
and several affiliates filed separate Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-11289 to 16-11299) on May
31, 2016.  Judge Christopher S. Sontchi presides over the case.

Stuart M. Brown, Esq., Kaitlin M. Edelman, Esq., Richard A.
Chesley, Esq., Daniel M. Simon, Esq., and David E. Avraham, Esq.,
at DLA Piper LLP (US) serve as the Debtors' bankruptcy counsel.

Jefferies LLC is the Debtors' investment banker.  Andrew Hinkelman
at FTI Consulting, Inc. is the Debtors' chief restructuring
officer.  Kurtzman Carson Consultants is the Debtors' claims and
noticing agent.

The Debtors estimated their assets at between $100 million and
$500 million and debts at between $500 million and $1 billion.

The petitions were signed by Anne Frye, vice president, secretary
and general counsel.

The Official Committee of Unsecured Creditors of Vertellus
Specialties Inc., et al., has tapped Hahn & Hessen LLP as lead
counsel; Morris James LLP as co-counsel; and Zolfo Cooper, LLC as
its financial advisor.

                       *     *     *

The Troubled Company Reporter reported that Vertellus Specialties
Inc. completed the sale of substantially all of its U.S. and
international assets to its prior term loan lenders, a group
including Black Diamond Capital Management and Brightwood Capital
Advisors, among others, on Oct. 31, 2016.


WALTER H. BOOTH: Court Allows Cash Collateral Use Through April 28
------------------------------------------------------------------
Judge Bruce A. Harwood of the U.S. Bankruptcy Court for the
District of New Hampshire authorized Walter H. Booth Clause 4 Trust
to use the cash collateral of Ocwen Loan Servicing, LLC on an
interim basis through April 28, 2017.

Judge Harwood acknowledged that an immediate and ongoing need
exists for the Debtor to utilize cash collateral in order to
continue the operation of its business, to minimize the disruption
of the Debtor as a "going concern," and to reassure the Debtor's
creditors of its continued viability, otherwise, the Debtor will
suffer irreparable harm if not permitted to use cash collateral.

The Debtor is authorized to use and expend the proceeds of cash
collateral to pay the costs and expenses incurred by the Debtor in
the ordinary course of business in accordance with the cash
collateral Budget.  The approved Budget provides total projected
cash paid out in the aggregate sum of $10,368 for the month of
March and $10,043 for the month of April.

The Debtor is also authorized to pay out of the  cash collateral
any quarterly fees due and outstanding to the Office of the U.S.
Trustee, which fees will be added to and will be made part of the
Debtor's budget.

Ocwen Loan Servicing, LLC was granted a security interest in all of
the Debtor's post-petition assets of the same kinds, nature and
type as the cash collateral in which it held valid and enforceable,
perfected security interests prior to the Petition Date, including
the proceeds thereof.

The Debtor is directed to pay Ocwen Loan its monthly mortgage
payment of $6,746, which payments will be the normal mortgage
payments and loan payments going forward.

A further hearing on the Debtor's further use of cash collateral
will be held on April 26, 2017 at 2:00 p.m. Any objections to the
Debtor's Motion will be due by April 19, 2017.

A full-text copy of the Order, dated Feb. 23, 2017, is available at

https://is.gd/pyMX8s

            About Walter H. Booth Clause 4 Trust

Walter H. Booth Clause 4 Trust filed a chapter 11 petition (Bankr.
D.N.H. Case No. 16-11598) on Nov. 16, 2016.  The petition was
signed by Stephen W. Booth, trustee.  The Debtor estimated assets
and liabilities at $1 million to $10 million at the time of the
filing.

The Debtor tapped Eleanor W. Dahar, Esq., at Victor W. Dahar
Professional Association, as counsel.

The Debtor has retained Kimberly Hennessey, a certified public
accountant employed with Hennessey & Vallee, PLLC, to prepare its
tax returns and provide other services related to its Chapter 11
case.


WESTERN STATES: Wants to Use Cash Collateral for Ramada Hotel
-------------------------------------------------------------
Western States, Inc., seeks authorization from the U.S. Bankruptcy
Court for the District of Wyoming to use cash collateral with
respect to with respect to its secured creditors, Avana Capital,
L.L.C., Avana Fund I, L.L.C., and Itria Ventures, LLC.

The Debtor owns and operates the Ramada Hotel located at 300 West F
Street, Casper, WY. The Debtor relates that CRU Real Estate Group
has been previously appointed as Receiver prior to the Petition
Date and at the Debtor's request CRU Property Management, Inc., an
affiliate of CRU Real Estate Group, the Debtor has operated the
hotel postpetition as a debtor in possession.

The Debtor's proposed budget provides total operating expenses of
approximately $655,983 for the period from the month of March
through September 2017.

The Debtor contends it does not have any available sources of
financing to carry on its operations without the use of Cash
Collateral.  As such, the Debtor requires immediate access to cash
collateral in order to address the Debtor's funding needs that will
provide the Debtor with the necessary capital to remain a going
concern until such time as a Chapter 11 plan can be proposed, and
eventually confirmed.  The Debtor further contends that value of
the hotel will be greatly impacted if it is shut down as a result
of its inability to make payroll, pay utilizes, purchase food and
pay other related expenses.

Avana Capital loaned to the Debtor $3,083,000, and as security for
repayment of the Note, the Debtor executed a certain Mortgage.  As
further security for repayment of the Note, the Debtor executed and
delivered to Avana Capital that certain Assignment of Leases and
Rents.  Subsequently, Avana Capital assigned the Mortgage to Avana
Fund.

Itria Ventures also claims a secured interest in accounts of the
Debtor by virtue of a Future Receivables Sale Agreement, in which
the Debtor agreed to sell $372,000 in receivables to Itria Ventures
in exchange for $300,000.  Pursuant to such Agreement, the Debtor
granted Itria Ventures a valid and perfected lien and security
interest in certain personal property including, all of the
Debtor's present and future accounts, assets and fixtures, general
intangibles, equipment, inventory and proceeds now or hereafter
owned or acquired by the Debtor.

Avana and Itria Ventures are willing to allow the Debtor the
limited use of cash collateral for a limited period, subject to the
terms and conditions set forth in the proposed Interim Order, but
the parties may be submitting revisions to the order.

Avana and Itria Ventures also agree that the priority of their
liens will be determined by the entry of an order on the Debtor's
Cash Collateral Motion.  Accordingly, the Debtor tells the Court
that the interests of Avana and Itria Ventures are adequately
protected because they consented to the Debtor's use of Cash
Collateral under the terms of the Cash Collateral Order through the
granting of replacement liens.

A full-text copy of the Debtor's Motion, dated Feb. 23, 2017, is
available at https://is.gd/VrWazl

                         About Western States

Western States, Inc., based in Casper, WY, filed a Chapter 11
petition (Bankr. D. Wyo. Case No. 17-20041) on Jan. 25, 2017.  The
petition was signed by Daljeet S Mann, general manager/shareholder.
Judge Cathleen D. Parker presides over the case.  Paul Hunter,
Esq., serves as the Debtor's bankruptcy counsel.  In its petition,
the Debtor estimated $1 million to $10 million in both assets and
liabilities.


WESTMOUNTAIN GOLD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: WestMountain Gold, Inc.
        1001-A East Harmony Road, Suite 340
        Fort Collins, CO 80525

Case No.: 17-11527

Chapter 11 Petition Date: March 1, 2017

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Hon. Joseph G. Rosania Jr.

Debtor's Counsel: Lee M. Kutner, Esq.
                  KUTNER BRINEN, P.C.
                  1660 Lincoln St., Ste. 1850
                  Denver, CO 80264
                  Tel: 303-832-2400
                  Email: lmk@kutnerlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Rick Bloom, authorized representative.

A list of the Debtor's 20 largest unsecured creditors is available
for free at:

          http://bankrupt.com/misc/cob17-11527.pdf


WESTMOUNTAIN GOLD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: WestMountain Gold, Inc.
        1001-A East Harmony Road, Suite 340
        Fort Collins, CO 80525

Case No.: 17-11527

Chapter 11 Petition Date: March 1, 2017

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Hon. Joseph G. Rosania Jr.

Debtor's Counsel: Lee M. Kutner, Esq.
                  KUTNER BRINEN, P.C.
                  1660 Lincoln St., Suite 1850
                  Denver, CO 80264
                  Tel: 303-832-2400
                  E-mail: lmk@kutnerlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Rick Bloom, authorized representative.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/cob17-11527.pdf


WESTPORT HOLDINGS: Resident Committee Taps Jennis Law as Counsel
----------------------------------------------------------------
The Official Committee of Resident Creditors of Westport Holdings
Tampa, Limited Partnership, and Westport Holdings Tampa II, Limited
Partnership, seeks authorization from the U.S. Bankruptcy Court for
the Middle District of Florida to retain David S. Jennis and Jennis
Law Firm as counsel for the committee, nunc pro tunc to December
29, 2016.

The Resident Committee requires Jennis Law to:

   (a) advise the Resident Committee with respect to its rights,
       powers, and

   (b) assist the Resident Committee in its analysis of, and
       negotiations with, the Debtors or any third parties
       concerning matters related to, among other things, the sale

       of the assets of the Debtors and terms of any proposed
       chapter 11 plan of reorganization or liquidation;

   (c) assist the Resident Committee with the evaluation and
       response to any plan proposed by the Debtors, the
       formulation of any alternative plan, and assist the
       Resident Committee in collecting and filing acceptances or
       rejections of any plan;

   (d) assist and advise the Resident Committee with respect to
       its communications with the residents regarding significant

       matters in this case;

   (e) review, analyze, and advise the Resident Committee with
       respect to documents filed with the Court, and make
       appearances with respect thereto, as necessary;

   (f) assist the Resident Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Resident Committee's interests and objectives, and make
       appearances with respect thereto, as necessary; and

   (g) perform such other legal services as may be required and as

       deemed to be in the best interests of the Resident
       Committee in accordance with the Resident Committee's
       powers and duties.

Jennis Law's current hourly rates range from $120 for legal
assistants to $450 for senior attorneys.

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

David S. Jennis 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.

Jennis Law can be reached at:

       David S. Jennis, Esq.
       Eric D. Jacobs, Esq.
       JENNIS LAW FIRM
       400 N. Ashley Drive, Suite 2540
       Tampa, FL 33602
       Tel: (813) 229-2800
       Fax: (813) 229-1707
       E-mail: djennis@jennislaw.com
               ejacobs@jennislaw.com

                 About Westport Holdings Tampa

Westport Holdings Tampa, dba University Village, is a care
retirement community in Tampa, Florida.  It offers residents
villas, apartments, an assisted living facility and a skilled
nursing care center for their end of life needs.

Westport Holdings Tampa, Limited Partnership and Westport Holdings
Tampa II, Limited Partnership filed Chapter 11 petitions (Bankr.
M.D. Fla. Case Nos. 16-8167 and 16-8168) on Sept. 22, 2016.  

The Debtors listed $10 million to $50 million in estimated assets
and liabilities.

The Debtors are represented by Scott A. Stichter, Esq., and Stephen
R. Leslie, Esq., at Stichter Riedel Blain & Postler, P.A. Broad and
Cassel has been tapped as as special counsel for healthcare and
related litigation matters.  Josh Levine CPA serves as accountant.

On Oct. 11, 2016, the Acting U.S. Trustee for Region 21 appointed
three creditors of Westport Holdings Tampa, Limited Partnership, to
serve on the official committee of unsecured creditors.  The
committee members are Muriel T. Upton Trust, Darrell D. Ballard,
and Thomas M. Allensworth, Jr.

On Dec. 29, 2016, the Acting U.S. Trustee for Region 2 appointed
seven creditors of the Debtors to serve on the committee of
resident creditors.

Jeffrey Warren has been appointed as examiner in the Debtors'
cases.  Adam Lawton Alpert, Esq. of Bush Ross, P.A., serves as
legal counsel to the examiner.


WET SEAL: Hires Donlin Recano as Administrative Agent
-----------------------------------------------------
The Wet Seal, LLC and its debtor-affiliates seek authorization from
the U.S. Bankruptcy Court for the District of Delaware to employ
Donlin, Recano & Company, Inc. as administrative agent, nunc pro
tunc to the February 2, 2017 petition date.

The Debtors require Donlin Recano to:

   (a) assist with, among other things, solicitation, balloting,
       and tabulation and calculation of votes, as well as
       preparing any appropriate reports, as required in
       furtherance of confirmation of plans of reorganization;

   (b) generate an official ballot certification and testifying,
       if necessary, in support of the ballot tabulation results;

   (c) in connection with the Balloting Services, handling
       requests for documents from parties-in-interest, including,

       if applicable, brokerage firms and bank back-offices and
       institutional holders;

   (d) gather data in conjunction with the preparation, and
       assist with the preparation, of the Debtors' schedules of
       assets and liabilities and statements of financial affairs;


   (e) provide a confidential data room, if requested;  

   (f) manage and coordinate any distributions pursuant to a
       confirmed plan of reorganization or otherwise; and  

   (g) provide such other processing, solicitation, balloting and
       other administrative services described in the Services
       Agreement, but not included in the Section 156(c)
       Application, as may be requested from time to time by the
       Debtors or the Court.

Donlin Recano will be paid at these hourly rates:

       Senior Bankruptcy Consultant      $149
       Case Manager                      $119
       Tech/Programming Consultant       $94
       Consultant/Analyst                $77
       Clerical                          $45

The Debtors provided Donlin Recano a retainer in the amount of
$12,500 in connection with prepetition services.

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

Roland Tomforde, chief operating officer of Donlin Recano, 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.

Donlin Recano can be reached at:

       Roland Tomforde
       DONLIN, RECANO & COMPANY, INC.
       6201 15th Avenue
       Brooklyn, NY 11219
       Tel: (212) 481-1411

                       About The Wet Seal

The Wet Seal, LLC, and its affiliates are a national multi-channel
specialty retailer selling fashion apparel and accessory items
designed for female customers aged 18 to 24 years old.  They are
currently comprised of two primary units: the retail store
business and an e-commerce business.  Through their retail store
business, they operate approximately 142 retail locations in
37 states, principally in lease-based mall locations.  They also
have historically sold gift cards, which business has been
primarily operated through The Wet Seal Gift Card, LLC.

The Wet Seal, LLC, also known as The Wet Seal (2015), LLC, sought
Chapter 11 protection (Bankr. D. Del. Case No. 17-10229) on Feb. 2,

2017.  The petitions were signed by Judd P. Tirnauer, executive
vice president and chief financial officer.

The cases are assigned to Judge Christopher S. Sontchi.

The Debtors estimated assets in the range of $10 million to $50
million and $50 million to $100 million in debt.

The Debtors tapped Robert S. Brady, Esq., Michael R. Nestor, Esq.,
Jaime Luton Chapman, Esq., Andrew L. Magaziner, Esq., of the Young
Conaway Stargatt & Taylor, LLP, as counsel. They also tapped
Berkeley Research Group, LLC, as financial advisors; Hilco IP
Services, LLC dba Hilco Streambank as intellectual property
disposition consultant; and Donlin, Recano & Company as claims and
noticing agent.

The Official Committee of Unsecured Creditors tapped Cooley LLP and
Saul Ewing LLP as its attorneys.


[^] BOOK REVIEW: The First Junk Bond
------------------------------------
Author:     Harlan D. Platt
Publisher:  Beard Books
Softcover:  236 pages
List Price: $34.95
Review by Gail Owens Hoelscher

Order your personal copy today and one for a colleague at
http://www.beardbooks.com/beardbooks/the_first_junk_bond.html

Only one in ten failed businesses is equal to the task of
reorganizing itself and satisfying its prior debts in some
fashion. This engrossing book follows the extraordinary journey
of Texas International, Inc (known by its New York Stock
Exchange stock symbol, TEI), through its corporate growth and
decline, debt exchange offers, and corporate renaissance as
Phoenix Resource Companies, Inc. As Harlan Platt puts it, TEI
"flourished for a brief luminous moment but then crashed to
earth and was consumed." TEI's story features attention-grabbing
characters, petroleum exploration innovations, financial
innovations, and lots of risk taking.

The First Junk Bond was originally published in 1994 and
received solidly favorable reviews. The then-managing director
of High Yield Securities Research and Economics for Merrill
Lynch said that the book "is a richly detailed case study. Platt
integrates corporate history, industry fundamentals, financial
analysis and bankruptcy law on a scale that has rarely, if ever,
been attempted." A retired U.S. Bankruptcy Court judge noted,
"(i)t should appeal as supplementary reading to students in both
business schools and law schools. Even those who practice.in the
areas of business law, accounting and investments can obtain a
greater understanding and perspective of their professional
expertise."

"TEI's saga is noteworthy because of the company's resilience
and ingenuity in coping with the changing environment of the
1980s, its execution of innovative corporate strategies that
were widely imitated and its extraordinary trading history,"
says the author. TEI issued the first junk bond. In 1986 it
achieved the largest percentage gain on the NYSE, and in 1987
suffered the largest percentage loss. It issued one of the first
bonds secured by a physical commodity and then later issued one
of the first PIK (payment in kind) bonds. It was one of the
first vulture investors, to be targeted by vulture investors
later on. Its president was involved in an insider trading
scandal. It innovated strip financing. It engaged in several
workouts to sell off operations and raise cash to reduce debt.
It completed three exchange offers that converted debt in to
equity.

In 1977, TEI, primarily an oil production outfit, had had a
reprieve from bankruptcy through Michael Milken's first ever
junk bond. The fresh capital had allowed TEI to acquire a
controlling interest of Phoenix Resources Company, a part of
King Resources Company. TEI purchased creditors' claims against
King that were subsequently converted into stock under the terms
of King's reorganization plan. Only two years later, cash
deficiencies forced Phoenix to sell off its nonenergy
businesses. Vulture investors tried to buy up outstanding TEI
stock. TEI sold off its own nonenergy businesses, and focused on
oil and gas exploration. An enormous oil discovery in Egypt made
the future look grand. The value of TEI stock soared. Somehow,
however, less than two years later, TEI was in bankruptcy. What
a ride!

All told, the book has 63 tables and 32 figures on all aspects
of TEI's rise, fall, and renaissance. Businesspeople will find
especially absorbing the details of how the company's bankruptcy
filing affected various stakeholders, the bankruptcy negotiation
process, and the alternative post-bankruptcy financial
structures that were considered. Those interested in the oil and
gas industry will find the book a primer on the subject, with an
appendix devoted to exploration and drilling, and another on oil
and gas accounting.

Harlan Platt is professor of Finance at Northeastern University.
He is president of 911RISK, Inc., which specializes in
developing analytical models to predict corporate distress.


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Copyright 2017.  All rights reserved.  ISSN: 1520-9474.

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