TCR_Public/170403.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, April 3, 2017, Vol. 21, No. 92

                            Headlines

362 ROUTE 108: Empire Beauty Opposes Approval of Plan Outline
466 WEST: Blue Rock Files Competing Chapter 11 Plan
ACEMLA DE PUERTO RICO: Hires Gratacos Law as Counsel
ADVANCED PAIN: Has Interim Approval to Use Cash Collateral
ADVANCED SOLIDS: Philipses Buying Carlsbad Property for $260K

ADVANCED SOLIDS: Sale of Midland Texas Property for $399K Approved
AEROSPACE HOLDINGS: Harlow Buying All Assets for $17 Million
AEROSPACE HOLDINGS: Seeks to Hire Conway MacKenzie, Appoint CRO
AEROSPACE HOLDINGS: Taps BMC Group as Claims and Noticing Agent
AEROSPACE HOLDINGS: Taps Greenberg Traurig as Legal Counsel

AEROSPACE HOLDINGS: Wants To Obtain $1.534M Financing From Harlow
ALL-TEX STAFFING: Hires Baker & Associates as Attorneys
ALLEN PARK, MI: S&P Raises Underlying Rating on GO Debt to 'BB'
AMERIFLEX ENGINEERING: Seeks Approval on Cash Collateral Use
AMPLIPHI BIOSCIENCES: Incurs $18.8 Million Net Loss for 2016

AMPLIPHI BIOSCIENCES: Reports $24.3M Net Loss in 2016
APOLLO SOLAR: Allowed to Use Cash Collateral Through April 30
ARAMARK SERVICES: Moody's Corrects March 9 Release
ARGENTO LLC: Court Approves 2nd Amended Disclosure Statement
B&G FOODS: S&P Raises Rating on Existing Sr. Unsecured Debt to B+

BAIA LLC: Hires Marcus & Millichap as Real Estate Broker
BAILEY HILL: To Auction Killingly Properties
BALLANTRAE LLC: Wants Authorization to Use Cash Collateral
BCC SANDUSKY: Case Summary & 7 Unsecured Creditors
BEN SINGER: Hires Blinkenstaff & Company as Realtor

BLACK MOUNTAIN: Case Summary & 20 Largest Unsecured Creditors
BROOKLYN INTERIORS: Plan Filing Deadline Extended Until April 18
CAL NEVA LODGE: Capital One to Retain Liens Under Latest Plan
CAL NEVA LODGE: Unsecureds to be Paid $250K Under Ladera Plan
CALATLANTIC GROUP: Moody's Rates Proposed $100MM Unsec. Notes Ba2

CALIFORNIA PROTON: Sets Bidding Procedures for Proton Center
CARDTRONICS INC: Moody's Rates Proposed $300MM Sr. Unsec. Bonds Ba3
CARDTRONICS PLC: S&P Revises Outlook to Neg. & Affirms 'BB+' CCR
CARTER ELECTRIC: Sale of Martinez Property to Mastermind Approved
CCC INFORMATION: S&P Lowers CCR to 'B-' on Increase of Term Loan B

CHARLES STREET PLACE: Taps Cynthia B. Lloyd as Legal Counsel
CHARTER COMMUNICATIONS: Fitch Rates New 2047 Notes Reopening BB+
CHARTER COMMUNICATIONS: Moody's Rates Proposed Sec. Notes 'Ba1'
CHARTER COMMUNICATIONS: S&P Retains 'BB+' Rating on 5.125% Notes
CHINA TELETECH: Incurs $52.6 Million Net Loss for 2016

CHINACAST EDUCATION: Has Nod To Obtain Up To $324,000 Financing
COLLEGIUM CHARTER: S&P Affirms 'BB+' Rating on 2012 Bonds
COLORADO EDUCATIONAL: S&P Affirms 'BB' Rating on 2013 & 2008 Bonds
CONNECT TRANSPORT: Ch 11 Trustee Hires Shattuck as Auctioneer
CONNECT TRANSPORT: Trustee Taps Didier as Tax Consultants

CONSTELLIS HOLDINGS: Moody's Alters Outlook Pos. & Affirms B3 CFR
CONSTELLIS HOLDINGS: S&P Puts 'B' CCR on CreditWatch Positive
CRAIG WALKER: Evens Buying 53% ICS Interest for $410K
CTJH INVESTMENTS: Has Final Permission to Use Cash Collateral
CUMULUS MEDIA: Fails to Comply with NASDAQ Listing Rule

CVC INC: Seeks Interim Approval to Use Beltone USA Cash Collateral
D.J. CHRISTIE: Disclosures OK'd; Plan Hearing on April 24
DEASY ASSOCIATES: Disclosures OK'd; Plan Hearing on May 4
DEPENDABLE AUTO: Disclosures OK'd; Plan Hearing on April 26
DIAMOND INSULATION: Court Approves Disclosure Statement

DIVERSIFIED COMPUTER: Taps Jones & Walden as Legal Counsel
DOMINICA LLC: Cash Collateral Hearing Continued to August 22
DRAFT CONTRACTING: Reclassifies Colorado Revenue Dept. Claim
EARL DURON: Nordwicks Buying Taft Property for $60K
ECORE INVESTMENTS: Unsecureds to Recoup 20% Over 60 Months

EDGEWELL PERSONAL: S&P Affirms 'BB+' CCR; Outlook Stable
EPICENTER PARTNERS: CPF Adds Provisions on Class 4 Claims Treatment
EVERETT'S AUTOMOTIVE: Can Use Cash Collateral on Interim Basis
FARR ENTERPRISES: Can Continue Using Cash Collateral Until May 19
FINJAN HOLDINGS: Provides Update for the Year Ended Dec 31, 2016

FINJAN HOLDINGS: Reports $350K Net Income for 2016
FIRST ONE HUNDRED: Properties to be Sold for $700K Under ASB Plan
FIRST QUALITY: S&P Revises Outlook to Stable & Affirms 'BB' CCR
FLORIDA EAR: Seeks to Hire Stichter Riedel as Legal Counsel
FLORIDA EAR: Seeks to Hire Suplee Shea as Accountant

FLORIDA EAST: S&P Puts 'CCC+' CCR on CreditWatch Positive
FOLTS HOME: Upstate-led Auction of All Assets on June 1
FREEDOM GROUP: S&P Lowers CCR to 'CCC+ on Lowered 2017 Forecast
GATEWAY ENTERTAINMENT: To Auction Pittsburgh Property for $12K
GATOR EQUIPMENT: Seeks to Hire Wegmann Dazet as Accountant

GOING VENTURES: Can Continue Using Cash Collateral Until April 5
GULF PAVING: Seeks to Hire IronPlanet as Auctioneer
GYPC INC: Voluntary Chapter 11 Case Summary
HANSELL MITZEL: BYK Buying Lot 225 for $115K
HETRAN INC: Hires Cunningham Chernicoff as Counsel

HOUMA DOLLAR: Sunland Buying Ranger Property for $920K
ICMFG & ASSOCIATES: Seeks Further Extension of Solicitation Period
INTERVAL ACQUISITION: Moody's Affirms Ba2 Corporate Family Rating
IPAYMENT INC: Moody's Rates Proposed $325MM 1st Lien Debt 'B1'
ITUS CORP: Registration Statement Withdrawn, No Securities Sold

JENSEN INDUSTRIES: Unsecured Creditors to be Paid $18K in 5 Years
JPE HOME: Owner to Retain Stake Under Latest Exit Plan
KENTISH TRANSPORTATION: Allowed to Enter Into Lease Agreement
KINEMED INC: Seeks to Hire Bachecki Crom as Accountant
LIMITLESS MOBILE: Plan Filing Deadline Extended Until August 1

LINDLEY FIRE: Taps Goe & Forsythe as Legal Counsel
LTS NATIONWIDE: Has Final Authorization to Use Cash Collateral
MARSH LAND: Plan Confirmation Hearing on May 17
MASHAL II ASSET: Case Summary & 8 Unsecured Creditors
MAXLINEAR INC: Moody's Assigns Ba3 Corporate Family Rating

MAXLINEAR INC: S&P Assigns 'BB-' CCR on Acquisition Agreement
MAXUS ENERGY: Kimbell Buying ORRIs for $16 Million
MCK MILLENNIUM: Lease Agreement With GSI Approved
MIDWEST FARM: Wants to Use $110K of Cash Collateral
MINDEN AIR: Plan Filing Deadline Extended Through April 17

MOLINA HEALTHCARE: Moody's Affirms Ba3 Sr. Debt Rating, Outlook Neg
NAT'L ASSISTANCE BUREAU: Hires Dauble & Associates as Accountant
NAT'L ASSISTANCE BUREAU: Seeks to Hire Holt Ney as Special Counsel
NATIONAL MENTOR: Moody's Hikes Corporate Family Rating to B1
NEW ENGLAND MECHANICAL: Can Use Cash Collateral Until May 31

NEW JERSEY HEADWEAR: Plan Filing Deadline Moved Through June 14
NMSC HOLDINGS: Moody's Lowers CFR to B3 on High Finc'l Leverage
NORTHEAST ENERGY: Laurel Machinery Buying Deere 160D for $64K
NORTHEAST ENERGY: WTC Buying Kenworth Wench Truck for $80K
NUMISMATIC SUBS: Plan Confirmation Hearing on May 2

ORBCOMM INC: Moody's Assigns First-Time B2 Corporate Family Rating
ORBCOMM INC: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
OUTER HARBOR: K-Line's Claim Could Change Unsecureds' Recoveries
OUTER HARBOR: Wants Plan Filing Date Extended Until June 26
P10 INDUSTRIES: Hires Eric Terry as Counsel

P10 INDUSTRIES: To Pay Unsecured Creditors in Full
PEABODY ENERGY: S&P Gives Prelim B+ CCR on Bankr. Plan Confirmation
PEABODY ENERGY: Taps Baker & McKenzie as Special Counsel
PERRY ELLIS: S&P Raises CCR to 'B+'; Outlook Stable
PLASKOLITE LLC: Raise in MMA Prices No Impact on Moody's B2 CFR

PLAYA HOTELS: S&P Assigns 'B' CCR; Outlook Stable
PRIUM COMPANIES: Unsecured Creditors to Recoup 1% Under Plan
PROAMPAC PG: Moody's Affirms B3 CFR Over $249MM Term Loan Add-on
PROAMPAC PG: S&P Revises Outlook to Negative & Affirms 'B' CCR
PROGRESSIVE ACUTE: Allowed to Use Business First Cash Until May 19

QUICKEN LOANS: Moody's Revises Outlook to Pos. & Affirms Ba2 CFR
QUORUM HEALTH: Moody's Cuts CFR to B3 on Delayed Financials Filing
QUORUM HEALTH: S&P Lowers CCR to 'B-' & Puts on CreditWatch Neg.
RECOM INC: Wants to Use First Home Bank Cash Collateral
REDBOX WORKSHOP: Has Interim Authority to Use Cash Collateral

REES ASSOCIATES: Committee Taps Province as Financial Advisor
REPUBLIC AIRWAYS: Asks Court to Extend Plan Filing Through May 31
REVOLVE SOLAR: Moore Buying Property for $30K
REVOLVE SOLAR: Moore Buying Property for $30K
RIDGE VILLAS: Hearing on Plan, Disclosures Set for April 25

ROBERT KATZ: John Safri Buying Encino Property for $1.3M
ROBERT LAMPE: Farmers Bank Buying Hamilton Properties for $1.3M
ROBERT LAMPE: Wagner Buying Caterpillar Tractor for $35K
ROJO ONE: Steve Simon Buying All Assets for $120K
SAVANNA ENERGY: DBRS Puts B Issuer Rating Under Review

SCOTT SWIMMING: Can Continue Using Cash Collateral Until April 30
SEARS HOLDINGS: S&P Cuts Rating on $1.25BB 2nd Lien Notes to 'B-'
SIX FLAGS: Moody's Rates Proposed $800MM Senior Unsecured Notes B2
SIX FLAGS: S&P Affirms 'BB' CCR; Outlook Stable
SOTO REEFER: Banco Popular to Get 100%, Plus 4.25%, Over 107 Mos.

SOUNDVIEW ELITE: Unsecureds to Recover 99% Under Liquidation Plan
SOUTHCROSS ENERGY: Approves Bonus Agreement with Key Employees
SQUARETWO FINANCIAL: Hires Willkie Farr as Counsel
STEINY AND COMPANY: Allowed to Use IRS Cash Collateral Until June 2
SUBURBAN PROPANE: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR

SUNEDISON INC: Unsecured Creditors' Recovery Unknown Under Plan
TALEN ENERGY: Moody's Rates Proposed Sr. Secured Term Loan 'Ba1'
TALEN ENERGY: S&P Assigns 'BB' Rating on New $400MM Secured Loan
TALEN ENERGY: S&P Revises Outlook to Neg. & Affirms 'B+' ICR
TERRACE MANOR: Case Summary & 20 Largest Unsecured Creditors

THRU INC: Seeks Interim Authorization on Cash Collateral Use
TWIN PONDS: Taps Drescher & Associates as Legal Counsel
ULTIMATE AVT: To Pay Unsecureds $500 Per Month for Five Years
USI INC: S&P Affirms 'B' Longterm Counterparty Credit Rating
VALEANT PHARMACEUTICALS: Moody's Affirms B3 CFR, Outlook Negative

VANITY SHOP: Committee Taps BGA Management as Financial Advisor
VISTA CHARTER: S&P Raises Rating to BB+ on Application of Criteria
VISTA ENVIRONMENTAL: Core Down Buying Geoprobe for $75K
WESTERN AUTO: Allowed to Continue Using Cash Until July 2017
WESTMORELAND COAL: Gets $52M Early Repayment of Genesee Receivable

WESTMORELAND COAL: Reports $393M Revenues for Fourth Quarter
WESTMORELAND COAL: S&P Cuts CCR to CCC+ on Capital Structure
WILKINSON FLOOR: Bank 34 Wants to Ban Cash Collateral Use
YOGI CARPET: Gets Court Approval of Plan to Exit Bankruptcy
[^] BOND PRICING: For the Week from March 27 to 31, 2017


                            *********

362 ROUTE 108: Empire Beauty Opposes Approval of Plan Outline
-------------------------------------------------------------
An unsecured creditor of 362 Route 108 Realty Trust asked a U.S.
bankruptcy court to deny approval of the disclosure statement,
which explains the company's proposed Chapter 11 plan of
reorganization.

In a filing with the U.S. Bankruptcy Court for the District of New
Hampshire, Empire Beauty Schools Inc. said the plan offers
creditors "no hope of recovery," pointing out that the real estate
is without equity and that the company is operating without regular
income.

"The disclosure statement fails to adequately highlight that Mr.
Brandt Atkins has used the debtor's real estate and taken the
debtor's income, as if his own all to the detriment to creditors,"
said Empire Beauty Schools' attorney, Peter Doyle, Esq., at Shaines
& McEachern P.A., in Portsmouth, New Hampshire.

Mr. Doyle also said that the company's means for funding the plan
are not clear.  "The debtor identified no prospective tenant which
might generate income to fund this plan," he said.

Mr. Doyle maintains an office at:

     Peter V. Doyle, Esq.
     Shaines & McEachern P.A.
     282 Corporate Drive, Suite 2
     Portsmouth, NH 03802-0360
     Phone: (603) 436-3110  

                 About 362 Route 108 Realty Trust

362 Route 108 Realty Trust sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D.N.H. Case No. 16-11405) on Oct. 3,
2016.  The petition was signed by G. Brandt Atkins, trustee.   

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

The Debtor hired William S. Gannon, PLLC, as legal counsel.

On February 27, 2017, the Debtor filed a disclosure statement,
which explains its proposed Chapter 11 plan of reorganization.


466 WEST: Blue Rock Files Competing Chapter 11 Plan
---------------------------------------------------
Shareholders Queen Mother Dr. Blakely and Joann McLain and plan
proponent Blue Rock Capital Holdings LLC filed with the U.S.
Bankruptcy Court for the Southern District of New York a combined
plan of reorganization for 477 West 142nd Street Housing Dev. Fund
Corp. and disclosure statement.

The Plan proposes to pay all creditors in full and allows the
current shareholders to stay in the Premises with Life Estate,
monthly rent of$400 and the ability to be brought out at any time
in the future at a value to base on the then appraised value of the
unit.

The Plan pays all administrative expenses and fees including but
not limited to the U.S. Trustee fees and all approved professional
compensation and expenses in full -- current value approximately
$500,000.

Priority taxes will be paid in full including but not limited to
NYC Dept. of Finance -- $21,300.68.

The Class I claim of secured lender-first mortgagee 477 Funding
will be paid in full -- approximately $1,800,000.

Class II claim of the NYC Dept. of Finance will be paid in full --
approximately $535,421.96.

Class III claim of the Dept. of Environmental Control Board will be
paid in full -- approximately $111,669.76.

Class IV claim of the Dept. of Housing Preservation & Development
of City of NY-HPD will be paid $71,245.28.

Three shareholders of the property, Blakely, Deberry and McClain
have filed unsecured claims totaling $4,250,000.  These
shareholders, Blakely, DeBerry and McClain agreed to withdraw their
claims, and has agreed to vote in favor of this Plan only.  Class V
Unsecured Claims is an impaired class.

The funds necessary for implementation of the Plan will be provided
by the Plan Proponent.

The Disclosure Statement is available at:

         http://bankrupt.com/misc/nysb15-12178-101.pdf

As reported by the Troubled Company Reporter on Sept. 28, 2016, the
Debtor filed with the Court a disclosure statement pertaining to
the amended plan of reorganization that Shirley Pitts, the Debtor's
president and shareholder, is proposing.  That plan proponent is
not aware of any valid Class V Unsecured Claims against the Debtor.
The Chapter 11 Trustee has not as yet filed Schedules.  Under that
plan, the disbursing agent or plan proponent will pay the allowed
amount of the Class V Claims in full, in cash, on the Effective
Date or as soon as practicable thereafter.  Class V is an
unimpaired class and is not entitled to vote to accept or reject
the Plan.

As reported by the Troubled Company Reporter on March 6, 2017, the
Upper Group filed a Chapter 11 plan of reorganization for the
Debtor that proposes to pay creditors through the sale of its real
property in New York.  That plan proposes to sell 477 West's
five-storey building located in the Hamilton Heights Historic
District for $3.2 million to an entity selected by Upper Group to
hold the deed to the property.

                  About 477 West 142nd Street

477 West 142nd Street Housing Dev. Fund Corp. is primarily in the
business of ownership of real property located at 477 West 142nd
Street, New York, New York, also known as 1661-1669 Amsterdam
Avenue, New York, New York.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 15-12178) on Aug. 5, 2015.

The court appointed Gregory Messer, Esq., as Chapter 11 trustee by
orders dated March 17 and 21, 2016.  The trustee is represented by
Adam P. Wofse, Esq., at Lamonica Herbst & Maniscalco, LLP.


ACEMLA DE PUERTO RICO: Hires Gratacos Law as Counsel
----------------------------------------------------
ACEMLA de Puerto Rico, Inc. seeks authorization from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ Gratacos
Law Firm, P.S.C. as legal representative.

The Debtor requires Gratacos Law to:

   (a) advice the Debtor with respect to their duties, powers and
       responsibilities in this case, under the laws of the United

       States and Puerto Rico in which the debtor in possession
       conducts the operations, does business or is involved in
       litigation;

   (b) advice the Debtor in connection with the determination of
       whether reorganization is feasible and, if not, helps
       Debtor in the orderly liquidation of its assets;

   (c) assist the Debtor in the following negotiations with
       creditors: (1) arranging the orderly liquidation of assets,

       and/or (2) proposing a viable plan of reorganization;

   (d) prepare on behalf of the Debtor the necessary complaints,
       answers, orders, reports, memoranda of law and/or any other

       legal papers or documents, including a Disclosure Statement

       and a Plan of Reorganization;

   (e) perform the required legal services needed by Debtor to
       proceed or in connection with the operation of and
       involvement of their business; and

   (f) in addition, perform the professional services as necessary

       for the benefit of Debtor and of the estate.

The Debtor provided Gratacos Law an initial deposit of $3,500 for
the expenses including the filing fee, and $5,000 as a retainer for
the attorney's fees (which represent 25 hours at $200 each).

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

Victor Gratacos Diaz of Gratacos 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.

Gratacos Law can be reached at:

       Victor Gratacos Diaz, Esq.
       GRATACOS LAW FIRM, P.S.C.
       P.O. Box 7571
       Caguas, PR 00726
       Tel: (787) 746-4772
       Fax: (787) 746-3633
       E-mail: bankruptcy@gratacoslaw.com

ACEMLA is one of the four "Performance Rights Organization" (PRO),
in the United States and No. 76 in the CISAC world roster.  It
controls and licenses LAMCO's non-exclusive performance rights and
those of its affiliate music publisher's editors and composers.
This institution was created to defend the Latin composer's rights
in the United States and the world, and it is as such that in 1985,
by an appeal presented before the highest federal court in this
country, against a decision of the Copyright Royalty Tribunal
against ASCAP, BMI and SESAC, is successful, and since then ACEMLA
operates as the fourth society, or a performance Rights Society
(PRO), in the United States.

ACEMLA de Puerto Rico Inc. dba Spacem, dba Asociacion de
Compositores Y Editores de Musica LatinoAmericana, dba Sociedad
Puertorriquea de Autores, Compositores y Editores de LatinoAmerica,
based in San Juan, P.R., filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 17-02021) on March 24, 2017.  The Hon. Enrique S. Lamoutte
Inclan presides over the case.  Victor Gratacos Diaz, Esq., at
Gratacos Law Firm, PSC, serves as bankruptcy counsel.

In its petition, the Debtor estimates $100,000 to $500,000 in
assets and $1 million to $10 million in liabilities.  The petition
was signed by Luis Raul Bernard, president.

A list of the Debtor's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/prb17-02021.pdf


ADVANCED PAIN: Has Interim Approval to Use Cash Collateral
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky
authorized Advanced Pain Management Services, LLC to use cash
collateral on an interim basis.

The Debtor was authorized to continue to use cash collateral, in
its ordinary course of business, and solely for the purpose of
paying payroll and related tax and benefit expenses approved by the
Court by a separate Order, and those items separately agreed to in
writing by SunTrust Bank.

The Court provided SunTrust Bank with adequate protection of its
claim of security, which consists of:

     (a) A continued security interest in and to all prepetition
accounts receivable of the Debtor.

     (b) A security interest in and to all postpetition accounts
receivable of the debtor in possession and proceeds thereof.

     (c) A security interest in the inventory of the Debtor and the
debtor in possession and the proceeds thereof.

A full-text copy of the Order, dated March 23, 2017, is available
at https://is.gd/on45bt


                 About Advanced Pain Management Services, LLC

Advanced Pain Management Services, LLC --
http://www.americanspinemd.com-- is a small business debtor as
defined in 11 U.S.C. Section 101(51D) engaged in the health care
business. The Debtor's aggregate noncontingent liquidated debts
(excluding debts owed to insiders or affiliates) are less than
$2,566,050 (amount subject to adjustment on 4/01/19 and every 3
years after that).  The Company collected gross revenue for $9.97
million in 2016 and gross revenue of $10.65 million in 2015.

Advanced Pain Management filed a Chapter 11 petition (Bankr. W.D.
Ky. Case No. 17-30863), on March 16, 2017. The petition was signed
by Khalid Kahloon, CEO and general counsel. The case is assigned to
Judge Thomas H. Fulton. The Debtor is represented by James Edwin
McGhee, III, Esq. at Kaplan & Partners LLP. At the time of filing,
the Debtor had $1.84 million in total assets and $2.50 million in
total liabilities.

No trustee, examiner or statutory creditors’ committee has been
appointed in the Debtor's Chapter 11 case.


ADVANCED SOLIDS: Philipses Buying Carlsbad Property for $260K
-------------------------------------------------------------
Advanced Solids Control, LLC, asks the U.S. Bankruptcy Court for
the Western District of Texas to authorize the sale of real
property described as 4005 S. Pat Garrett Ct., Carlsbad, New
Mexico, to Robert and Deborah L. Phillips for $260,000.

The real property is a single family residence.

The Debtor believes that the proposed sales price approximates the
house's market value in the context of such a sale, and is a
reasonable value based upon the asset proposed to be sold and its
marketability.  The Debtor scheduled the house with a market value
of $250,000.  The house has been for sale for an extended period of
time.

The real property is subject to a mortgage lien to First National
Bank of Beeville in the approximate amount of $430,000.  Any
outstanding ad valorem taxes, including the Eddy County ad valorem
taxes, will be paid in full from the sale.

The sale is scheduled to close on May 22, 2017.

The Debtor is requesting permission to pay all reasonable closing
costs, including real estate commissions, directly at closing.  The
net proceeds from the sale will be paid to First National Bank of
Beeville towards the outstanding balance of its Note.  The Debtor
is requesting that the sale to the Buyers be free and clear of all
liens, claims and encumbrances.

Should the sale to the Buyers fail to close, the Debtor is
requesting permission to sell the real property to any other third
party for the minimum cash sales price in the amount of $260,000.

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

       http://bankrupt.com/misc/Advanced_Solids_63_Sales.pdf

                  About Advanced Solids Control

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

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

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


ADVANCED SOLIDS: Sale of Midland Texas Property for $399K Approved
------------------------------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for Western
District of Texas authorized Advanced Solids Control, LLC's sale of
real property described as 5002 Oak Valley Dr., Midland, Texas, to
Edward and Laura McCabe for the cash sales price of $399,000.

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

The ordinary closing costs, including real estate commissions (if
any) and the local ad valorem taxing authorities (pro-rated through
closing), are to be paid in full at closing.

The lien of Frost National Bank (now held by WTF Rentals, LLC) will
automatically attach to the net sales proceeds based upon its
pre-petition priority, and the claim of WTF Rentals paid directly
from the closing towards WTF Rentals' outstanding balance; any
excess proceeds, if any, from the sale are property of the Estate.

                  About Advanced Solids Control

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

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

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


AEROSPACE HOLDINGS: Harlow Buying All Assets for $17 Million
------------------------------------------------------------
Aerospace Holdings, Inc., and affiliates, ask the U.S. Bankruptcy
Court for the District of Delaware to authorize the bidding
procedures in connection with the sale of substantially all assets
to Harlow Aerostructures, LLC ("Stalkikng Horse Bidder") for (i) a
$16,000,000 credit bid; (ii) the assumption of certain contracts;
(iii) the assumption of Assumed Liabilities which the Debtors
project exceed $900,000; and (iv) payment of $50,000 in cash,
subject to overbid.

The Debtors design and manufacture a wide variety of products,
including machined parts, fabricated components, and tooling for
the commercial aerospace and defense markets.  Collectively, the
Debtors encompass a full spectrum of precision manufacturing
capabilities for any scale, from individual prototypes to large lot
production.

The Debtors' secured debt obligations totaling approximately $38
million ("Prepetition Obligations") were originally set to mature
in June 2016; however, the maturity date was extended to July 29,
2016 pursuant to an amendment to the Prepetition Credit Agreement.
Due to the impending maturity of the Prepetition Credit Agreement
and certain operational issues, caused in part by the impending
maturity of the Debtors' secured obligations, the Debtors retained
G2 Capital Advisors, LLC in July 2016 to, among other things,
review and analyze the Debtors' business and financial projections
and advise and assist the Debtors in evaluating potential financing
or sale transactions.  Despite the maturity of the Prepetition
Credit Agreement, Comerica Bank continued to work with the Debtors
and fund their operations through protective advances pursuant to
amendments to the Prepetition Credit Agreement.

On Feb. 24, 2017, the DIP Lender, a strategic competitor of the
Debtors, purchased the senior secured debt from Comerica Bank to
facilitate a transaction.  After acquiring the Comerica Debt, the
DIP Lender continued to fund the Debtors' operations while the
Debtors and Harlow negotiated the material terms of a transaction.
Pursuant to the terms of the Purchase Agreement, the Stalking Hose
Buyer intends to credit bid a portion of the Prepetition
Obligations.  

Simultaneously with the filing of the Motion, the Debtors have also
filed a motion to obtain entry of an interim and final order
approving debtor-in-possession financing to be provided by Harlow
Aerostructures LLC, as lender and agent ("DIP Lender"), under a
debtor-in-possession financing agreement to be agreed to by and
between the Debtors and the DIP Lender ("DIP Credit Agreement").

Pursuant to the terms of the DIP Credit Agreement and the proposed
interim and final order approving the DIP Credit Agreement, the DIP
Lender intends to credit bid the full amount of the outstanding DIP
Obligations at the Auction.

In July 2016, the Debtors retained G2 as their investment banker
to, among other things review and analyze the Debtors' business and
financial projections, advise and assist the Debtors in evaluating
potential financing or sale transactions, and begin the process of
marketing the Acquired Assets for sale.  Over the last 8 months, G2
has engaged in an extensive marketing process in an effort to
either (i) find a refinancing solution to address the Debtors'
liquidity issues or (ii) to locate a strategic partner or potential
buyer for the Acquired Assets.  Ultimately, the Stalking Horse
Buyer offered to purchase the Debtor's first lien indebtedness at a
price that was higher than the other offers received and provided
the highest recovery to the Debtor's first lien lenders.  The
Debtors' first lien lenders accepted the Stalking Horse Buyer's
offer and sold the Prepetition Obligations to the Stalking Horse
Buyer.  

As the Debtors and G2 engaged in a lengthy and extensive
refinancing and sale process prior to the Petition Date, the
Debtors believe that the limited post-petition marketing process
and expeditious sale process is in the best interests of the
Debtors.  Accordingly, with a stalking horse bidding floor and the
Purchase Agreement in place, the Debtors now seek to promptly
effectuate the sale transaction to the Stalking Horse Buyer,
subject to a competitive bidding process that is consistent with
both the timing of these Chapter 11 Cases and the Debtors'
fiduciary duties to maximize value for their estates, stakeholders
and parties in interest.

Pursuant to the Purchase Agreement, the Stalking Horse Buyer will
purchase the Acquired Assets, which constitute substantially all of
the Debtors' assets and which assets are defined as the "Acquired
Assets" in the Purchase Agreement.  Under the Purchase Agreement,
the Stalking Horse Buyer will pay a purchase price that includes:
(i) a $16,000,000 credit bid; (ii) the assumption of certain
contracts ("Assumed Contracts") pursuant to Section 2.5 of the
Purchase Agreement and the payment of the Cure Costs; (iii) the
assumption of Assumed Liabilities in accordance with Section 2.3 of
the Purchase Agreement, which the Debtors project exceed $900,000;
and (iv) payment of $50,000 in cash.  Other than liabilities
described under and specifically listed in Section 2.3 of the
Purchase Agreement, the Stalking Horse Buyer is not assuming any of
the Debtors' pre-closing liabilities.

The Stalking Horse Buyer is also the holder of the Debtors'
Prepetition Obligations aggregating approximately $38 million that
is secured by substantially all of the Debtors' assets and is a
strategic, industry buyer, with a robust balance sheet and a proven
track record of operating businesses not dissimilar to the Debtors'
business.

As part of the Bidding Procedures Order, the Debtors are requesting
approval of the Purchase Agreement, including a Break-Up Fee in the
amount of $300,000 and an Expense Reimbursement for reasonable and
documented out-of-pocket expenses in an amount up to $150,000.  The
Stalking Horse Buyer conditioned its willingness to serve as a
Stalking Horse Buyer on the inclusion of the Bid Protections as set
forth in Purchase Agreement.  

Additionally, the Stalking Horse Buyer would be permitted to credit
the amount of the Bid Protections towards any overbid at the
Auction.  The Debtors respectively ask that the Court specifically
approve in the Bidding Procedures Order Section 11.3 of the
Purchase Agreement, which governs payment of the Break-Up Fee and
the Expense Reimbursement.

The Purchase Agreement is as an integral part of the Sale and
requires the assumption and assignment of certain executory
contracts and unexpired leases.  It is thus an appropriate exercise
of the business judgment for the Debtors to agree to assume and
assign the Assumed Contracts as will be required by each Purchase
Agreement.

The Sale of the Acquired Assets pursuant to the Purchase Agreement
is subject to higher and better offers.  To ensure that the highest
or otherwise best offer is received, the Debtors established the
proposed Bidding Procedures to govern the submission of competing
bids at an Auction.  Accordingly, the Debtors seek the Court's
approval of the Bidding Procedures.

The salient terms of the Bidding Procedures are:

          a. Assets to Be Sold: Substantially all their assets;

          b. Minimum Overbid: A Cash Portion of the Minimum Overbid
must total $16,600,000 and the Minimum Overbid must also provide
for the Qualified Bidder to pay the Cure Costs and assume the
Assumed Liabilities;

          c. Deposit: In an amount equal to 10% of the amount of
the Minimum Overbid of the Potential Bidder.

          d. Auction: If at least one Qualified Bid, other than
that of the Stalking Horse Buyer, is received by the Bid Deadline,
the Debtors will conduct the Auction. The Auction will take place
at the offices of Greenberg Traurig, LLP, 200 Park Avenue, New
York, New York on the Auction Date, or such other time or place as
the Debtors, in their sole discretion will determine.

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

       http://bankrupt.com/misc/Aerospace_Holdings_18_Sales.PDF

The Debtors' proposed timeline with respect to the Bidding
Procedures, the Auction, the Sale Hearing, and the Sale is as
follows:

          a. Objections to the proposed Bidding Procedures on or
prior to April 10, 2017;

          b. Entry of the Bidding Procedures Order on or prior to
April 12, 2017;

          c. Submission of additional bids by April 28, 2017 at
5:00 p.m. (PET);

          d. Objection to the assumption of Contracts, including
Cure Costs, April 25, 2017;

          e. Objection to the Sale, on or prior to April 25, 2017
at 4:00 p.m.;

          f. Conduct the Auction, if necessary, on May 2, 2017;

          g. A sale hearing on or prior to May 4, 2017;

          h. Entry of the Sale Order on or prior to May 5, 2017;
and

          i. Closing of the Sale on or before May 9, 2017.

Because the Stalking Horse Buyer is also the pre-petition lender
and has also provided debtor-in-possession financing, it holds
claims that are secured by the Acquired Assets.  Indeed, it is a
condition of the Stalking Horse Buyer's requirement to close on the
Sale that the Bidding Procedures Order permits the Stalking Horse
Buyer to credit bid.  The Debtors submit that the Stalking Horse
Buyer should be allowed to credit bid up to the face value of its
secured pre- and post-petition claims.

A strong business justification exists for the Sale.  Any extended
delay in selling the Acquired Assets could have a severe
detrimental effect on the Debtors’ ability to continue operations
and preserve going concern value to the fullest extent possible.
Furthermore, the proposed notice of the Sale is reasonable and
adequate.  Accordingly, the Debtors ask the Court to approve the
sale of Assets to the Stalking Horse Bidder or Successful Bidder
free and clear of liens, claims, and encumbrances.

To implement the foregoing successfully, the Debtors ask a waiver
of the notice requirements under Bankruptcy Rule 6004(a).  The
Debtors also request that, upon entry of the Sale Order, the Court
waive the 14-day stay requirements of Bankruptcy Rules 6004(h) and
6006(d).  The waiver of the 14-day stay imposed by Bankruptcy Rules
6004(h) and 6006(d) is a condition of Purchase Agreement.

The Purchaser can be reached at:

          HARLOW AEROSTRUCTURES, LLC
          1501 S. McLean Ave.
          Wichita, KS 67213
          Attn: Phillip Friedman
          E-mail: phil@pcfconsultingllc.com

The Purchaser is represented by:

          Kenneth Benbassat, Esq.
          Lance N. Jurich, Esq.
          LOEB & LOEB LLP
          10100 Santa Monica Blvd.,
          Los Angeles, CA 90067
          E-mail: kbenbassat@loeb.com
          ljurich@loeb.com

                             About Aerospace Holdings

Aerospace Holdings, Inc. designs and manufactures a wide variety of
products, including machined parts, fabricated components, and
tooling for the commercial aerospace and defense markets.  The
company encompasses a full spectrum of precision  manufacturing
capabilities for any scale, from individual prototypes to large lot
production.

Aerospace Holdings, Inc. sought Chapter 11 protection (Bankr. D.
Del. Case No. 17-10635) on March 27, 2017.

The Debtor estimated assets in the range of $10 million to $50
million and $50 million to $100 million in debt.

The Debtor tapped Dennis A. Meloro, Esq., and Nancy A. Mitchell,
Esq., at Greenberg Traurig, LLP as counsel.

The petition was signed by Matthew Sedigh, chief restructuring
officer.



AEROSPACE HOLDINGS: Seeks to Hire Conway MacKenzie, Appoint CRO
---------------------------------------------------------------
Aerospace Holdings, Inc. seeks approval from the U.S. Bankruptcy
Court in Delaware to hire Conway MacKenzie Management Services, LLC
and appoint the firm's director as chief restructuring officer.

The services to be provided by the firm and its director Matthew
Sedigh include:

     (a) assisting Aerospace and its affiliates in managing the
         restructuring process;

     (b) providing oversight of and support to the Debtors' other
         professionals in connection with the contemplated sale
         process and overall administration of activities within
         their Chapter 11 proceedings;

     (c) assisting the Debtors in the preparation of cash flow
         projections to evaluate short-term liquidity requirements

         of the Debtors;

     (d) providing oversight in connection with the preparation of

         financial-related disclosures required by the bankruptcy
         court;

     (e) participating in meetings and assisting potential buyers
         of the Debtors' assets, any official committee appointed,
       
         the U.S. trustee and other parties;

     (f) providing oversight in connection with the preparation of

         analysis of creditor claims;

     (g) providing testimony in litigation or bankruptcy matters
         as required;

     (h) providing oversight in connection with communications and

         negotiations with constituents for the successful
         execution of the Debtors' near-term business plan; and

     (i) assisting in the development of a plan of reorganization.

The Conway professionals designated to provide the services and
their hourly rates are:

     Matthew Sedigh       $425
     Michael Flynn        $395
     Joseph Geraghty      $595

The hourly rates for other professionals who may assist the
Debtors, subject to approval by the Board of Directors, range from
$395 to $685.

Mr. Sedigh disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Matthew D. Sedigh
     Conway MacKenzie Management Services, LLC
     333 South Hope Street, Suite 3625
     Los Angeles, CA 90071
     Phone: 213-416-6200
     Fax: 213-416-6201

                     About Aerospace Holdings

New York-based Aerospace Holdings, Inc. and four of its affiliates
design and manufacture a wide variety of products for the
commercial aerospace and defense markets.

The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case Nos. 17-10635 to 17-10639) on March 27,
2017.  The petitions were signed by Matthew Sedigh, chief
restructuring officer.  

At the time of the filing, the Debtors estimated their assets at
$10 million to $50 million and debts at $50 million to $100
million.  

The Debtors hired Conway Mackenzie as financial advisor, and BMC
Group Inc. as claims and noticing agent.


AEROSPACE HOLDINGS: Taps BMC Group as Claims and Noticing Agent
---------------------------------------------------------------
Aerospace Holdings, Inc., et al., seek authorization from the U.S.
Bankruptcy Court for the District of Delaware to employ BMC Group,
Inc. as claims and noticing agent, nunc pro tunc to the March 27,
2017 petition date.

The Debtors require BMC Group to:

   (a) prepare and serve required notices and documents in the
       Chapter 11 Cases in accordance with the Bankruptcy Code and

       the Bankruptcy Rules in the form and manner directed by the

       Debtors and/or the Court, including (i) notice of the
       commencement of the Chapter 11 Cases and the initial
       meeting of creditors under section 341 of Bankruptcy Code,
       (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 Chapter 11 Cases;

   (b) maintain an official copy of the Debtors' schedules of
       assets and liabilities and statements of financial affairs
       (collectively, "Schedules"), listing the Debtors' known
       creditors and the amounts owed thereto;

   (c) maintain (i) a list of all potential creditors, equity
       holders, and other parties-in-interest; and (ii) a "core"
       mailing list consisting of all parties described in
       Bankruptcy Rule 2002(i), (j), and (k) and those parties
       that have filed a notice of appearance pursuant to
       Bankruptcy Rule 9010; update 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 cause 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 number(s)
       and title(s) of the pleading(s) 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, 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 (e.g., secured,
       unsecured, priority, etc.), (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 BMC, 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 Registers for the Clerk to 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/or changes to
       the Claims Registers and any service or mailing lists,
       including to identify and eliminate duplicative names and
       addresses from such lists;

   (n) assist in the dissemination of information to the public
       and respond to requests for administrative information
       regarding the Chapter 11 Cases as directed by the Debtors
       or the Court, including through the use of a case
       website and/or call center;

   (o) monitor the Court's docket in the Chapter 11 Cases and,
       when filings are made in error or contain errors, alert the

       filing party of such error and work with them to correct
       any such error;

   (p) if the Chapter 11 Cases are converted to chapter 7, contact

       the Clerk within 3 days of the notice to BMC of entry of
       the order converting the Chapter 11 Cases;

   (q) 30 days prior to the close of the Chapter 11 Cases, to the
       extent practicable, request that the Debtors submit to the
       Court a proposed order dismissing BMC as the Claims and
       Noticing Agent and terminating its services upon completion

       of its duties and responsibilities and upon the closing of
       these Chapter 11 Cases;

   (r) within 7 days of notice to BMC of entry of an order closing

       the Chapter 11 Cases, provide to the Court the final
       version of the Claims Registers as of the date immediately
       before the close of the Chapter 11 Cases; and

   (s) at the close of the Chapter 11 Cases, box and transport all

       original documents, in proper format, as provided by the
       Clerk, to (i) the Federal Archives Record Administration,
       located at Central Plains Region, 200 Space Center Drive,
       Lee's Summit, MO 64064 or (ii) any other location requested

       by the Clerk.

The Debtors paid a retainer to BMC in the amount of $5,000.

BMC Group will be reimbursed for reasonable out-of-pocket expenses
incurred.

Tinamarie Feil, president of BMC Group, 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.

BMC Group can be reached at:

       Tinamarie Feil
       BMC GROUP, INC.
       600 1st Avenue, Suite 203
       Seattle, WA 98104
       Tel: (206) 499-2169
       E-mail: tfeil@bmcgroup.com

                   About Aerospace Holdings

Aerospace Holdings, Inc., Valley Tool & Manufacturing, Inc., NC
Dynamics Incorporated, NCDI Mexico, Inc., and GroupAero Seattle,
Inc. filed voluntary petitions under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 17-10635) on March 27, 2017,
with the goal of selling substantially all of their assets to
Harlow Aerostructures LLC, as the stalking horse bidder, and
securing an effective and efficient wind down of their estates. The
petitions were signed by Matthew Sedigh, chief restructuring
officer.

Aerospace, a Delaware corporation, owns 100% of the equity
interests in (i) Valley, a Delaware corporation, (ii) NCDI, a
California corporation and (iii) GroupAero Seattle, a Washington
corporation.  NCDI owns 100% of the equity interests in NCDI
Mexico, Inc., a Delaware corporation. The equity interests of
Aerospace are held by several private equity investors,
institutional investors, members of management and other
individuals.

Valley operates a facility in Orange, Connecticut and primarily
focuses on the machining and fabrication of sheet metal parts, such
as doorframes, dashboards and hinges, as well as small-machined
components for military and commercial rotary wing aircrafts.
Valley also possesses tube-bending capabilities (up to 40 mm in
diameter) that are used in the manufacturing of nozzles and
tubing.

NCDI was founded in 1979 and engineers, manufactures and assembles
sophisticated metallic machined structures for the commercial
aerospace and defense industry.  Aerospace acquired NCDI in March
2012 and at the time of acquisition, NCDI's net sales exceeded $24
million and its EBITDA exceeded $5.3 million.  NCDI specializes in
monolithic components and assemblies manufactured from "hard
metals" such as titanium, stainless steel alloys and high strength
aluminum.  NCDI offers multi-axis machining along with precision
component assembly.  NCDI operates its business from a 118,000
square foot facility in Long Beach, California.  NCDI has been a
key supplier for a number of commercial aerospace platforms,
including the Airbus A320, Boeing 737, Boeing 787, Bombardier
C-Series and Mitsubishi Regional Jets as well as a key supplier to
several defense platforms including the F-16, F-18, F-35 JSF, C-5
Galaxy and Apache AH-64.

As of the Petition Date, the Debtors' operations employ in excess
of 220 people.

Aerospace Holdings estimated $10 million to $50 million in assets
and $50 million to $100 million in liabilities. The Debtors tapped
Greenberg Traurig, LLP as counsel; Conway Mackenzie as financial
advisors; and BMC Group, Inc., as claims and noticing agent.


AEROSPACE HOLDINGS: Taps Greenberg Traurig as Legal Counsel
-----------------------------------------------------------
Aerospace Holdings, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to hire Greenberg Traurig, LLP.

Greenberg will serve as legal counsel to the company and its
affiliates in connection with their Chapter 11 cases.  The services
to be provided by the firm include advising the Debtors regarding
their duties under the Bankruptcy Code, assisting them in the
disposition of their assets, negotiating with creditors, and
preparing a bankruptcy plan.

The hourly rates charged by the firm are:

     Shareholders       $375 - $1,235
     Of Counsel         $310 - $1,250
     Associates           $160 - $765
     Legal Assistants     $110 - $410
     Paralegals           $110 - $410

The principal attorneys proposed to represent the Debtors and their
hourly rates are:

     Nancy Mitchell     $1,150
     Dennis Meloro        $875
     Matthew Hinker       $790
     Sara Hoffman         $510
     Jennifer Ford        $325

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

The firm can be reached through:

     Dennis A. Meloro, Esq.
     Greenberg Traurig, LLP
     The Nemours Building
     1007 North Orange Street, Suite 1200
     Wilmington, DE 19801
     Tel: (302) 661-7000
     Fax: (302) 661-7360
     Email: melorod@gtlaw.com

          - and -

     Nancy A. Mitchell, Esq.
     Matthew L. Hinker, Esq.
     Sara A. Hoffman, Esq.
     Greenberg Traurig, LLP
     The MetLife Building
     200 Park Avenue
     New York, NY 10166
     Tel: (212) 801-9200
     Fax: (212) 801-6400
     Email: mitchelln@gtlaw.com
     Email: hinkerm@gtlaw.com
     Email: hoffmans@gtlaw.com

                     About Aerospace Holdings

New York-based Aerospace Holdings, Inc. and four of its affiliates
design and manufacture a wide variety of products for the
commercial aerospace and defense markets.

The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case Nos. 17-10635 to 17-10639) on March 27,
2017.  The petitions were signed by Matthew Sedigh, chief
restructuring officer.  

At the time of the filing, the Debtors estimated their assets at
$10 million to $50 million and debts at $50 million to $100
million.  

The Debtors hired Conway Mackenzie as financial advisor, and BMC
Group Inc. as claims and noticing agent.


AEROSPACE HOLDINGS: Wants To Obtain $1.534M Financing From Harlow
-----------------------------------------------------------------
Aerospace Holdings, Inc., et al., seek authorization from the U.S.
Bankruptcy Court for the District of Delaware to obtain $1.534
million in senior secured post-petition financing from Harlow
Aerostructures LLC and use cash collateral.

A copy of the Debtors' request is available at:

            http://bankrupt.com/misc/deb17-10635-12.PDF

The Debtors say they have an urgent and immediate need to obtain
postpetition financing, as they do not have sufficient funds on
hand or generated from their business to fund operations.  Without
the postpetition financing and the use of cash collateral, the
Debtors would not be able to maintain operations pending the
outcome of an orderly sale process that will maximize value for all
constituents.  

Approximately $92,000 of the DIP Facility will be used to fund
payroll and operations of a non-Debtor affiliate for the limited
purposes of the completion of work on certain of the Debtors' goods
that are in the possession of the non-Debtor subsidiary as of the
Petition Date and the return of any finished goods back to the
Debtors.  The value of the parts in the possession of the
non-Debtor affiliate as of the Petition Date exceeds $92,000.

The Debtors have filed these cases to implement a sale of
substantially all of their assets.  To that end, the Debtors have
entered into an asset purchase agreement with their senior lender,
the DIP Lender, a competing supplier and manufacturer of products
for the commercial aerospace and defense markets, to purchase
substantially all of the Debtors' assets.  Subject to higher and
better bids and pending approval of a sale of substantially all of
their assets by the Court, the Debtors require immediate access to
postpetition financing and cash collateral to continue their
orderly sale efforts.

Harlow Aerostructures will be granted: (i) allowed superpriority
administrative expense claim status in the cases to all obligations
of the Debtors to the DIP Lender arising under the DIP Facility;
and (ii) automatically perfected first-priority security interests
in and liens on all of the collateral to secure all DIP
obligations, which liens and security interest will be subject to
permitted liens and the carve-out.

The DIP Lender will agree to provide to the Debtors a multiple draw
term loan facility of up to $1.534 million, which will mature on
May 9, 2017.  The DIP Lender will make advances to the Debtors,
jointly and severally.  The DIP Lender may, in its sole discretion,
increase the loan amount.  

Subject to an Event of Default, the Debtors are to pay interest on
the unpaid principal balance of the loan for each day it is
outstanding, at the contract rate.  The Contract Rate is equal to
7% per annum.

Upon the occurrence of any event of default and for so long as any
Event of Default will be continuing, the Contract Rate will
automatically be increased to the Default Rate, and all outstanding
obligations, including unpaid interest, will continue to accrue
interest from the date of the Event of Default at the Default Rate
applicable to the obligations.  The Default Rate is equal to 10%
(the sum of the Contract Rate and 3%).

For the use of the prepetition collateral, the prepetition agent,
for itself and the prepetition lenders, collectively will receive
adequate protection: (i) replacement liens, (ii) super-priority
claims, and (iii) pay all reasonable and documented fees, expenses
and other obligations owing to the prepetition agent and the
prepetition lenders under the prepetition loan documents and
incurred after the Petition Date.

The DIP credit agreement contains customary negative covenants,
including, no: (a) creation of new subsidiaries; (b) mergers,
consolidations, acquisitions of assets or stock; (c) investments,
loans or advances; (d) creation, incurrence or assumption of
indebtedness; (e) transactions with employees, directors or
affiliates; (f) liens; (g) change in legal entity, jurisdiction, or
organization; (h) changes in the CEO, corporate offices, location
of collateral or records concerning collateral; and (i) restricted
payments.

                        About Aerospace

Aerospace, a Delaware corporation, owns 100% of the equity
interests in (i) Valley, a Delaware corporation, (ii) NCDI, a
California corporation and (iii) GroupAero Seattle, a Washington
corporation.  NCDI owns 100% of the equity interests in NCDI
Mexico, Inc., a Delaware corporation. The equity interests of
Aerospace are held by several private equity investors,
institutional investors, members of management and other
individuals.

Valley operates a facility in Orange, Connecticut and primarily
focuses on the machining and fabrication of sheet metal parts,
such
as doorframes, dashboards and hinges, as well as small-machined
components for military and commercial rotary wing aircrafts.
Valley also possesses tube-bending capabilities (up to 40 mm in
diameter) that are used in the manufacturing of nozzles and
tubing.

NCDI was founded in 1979 and engineers, manufactures and assembles
sophisticated metallic machined structures for the commercial
aerospace and defense industry.  Aerospace acquired NCDI in March
2012 and at the time of acquisition, NCDI's net sales exceeded $24
million and its EBITDA exceeded $5.3 million.  NCDI specializes in
monolithic components and assemblies manufactured from "hard
metals" such as titanium, stainless steel alloys and high strength
aluminum.  NCDI offers multi-axis machining along with precision
component assembly.  NCDI operates its business from a 118,000
square foot facility in Long Beach, California.  NCDI has been a
key supplier for a number of commercial aerospace platforms,
including the Airbus A320, Boeing 737, Boeing 787, Bombardier
C-Series and Mitsubishi Regional Jets as well as a key supplier to
several defense platforms including the F-16, F-18, F-35 JSF, C-5
Galaxy and Apache AH-64.

As of the Petition Date, the Debtors' operations employ in excess
of 220 people.

New York-based Aerospace Holdings, Inc. (Bankr. D. Del. Case No.
17-10635) and affiliates Valley Tool & Manufacturing, Inc. (Bankr.
D. Del. Case No. 17-10636), NC Dynamics Incorporated (Bankr. D.
Del. Case No. 17-10637), NCDI Mexico, Inc. (Bankr. D. Del. Case No.
17-10638), and GroupAero Seattle, Inc. (Bankr. D. Del. Case No.
17-10639) filed for Chapter 11 bankruptcy protection on March 27,
2017.  The petition was signed by Matthew Sedigh, chief
restructuring officer.

Dennis A. Meloro, Esq., Nancy A. Mitchell, Esq., Matthew L. Hinker,
Esq., and Sara A. Hoffman, Esq., at Greenberg Traurig, LLP, serve
as the Debtors' bankruptcy counsel.

BMC Group, Inc., is the Debtors' claims and noticing ageent.

The Debtors estimated their assets at between $10 million and $50
million and debts at between $50 million and $100 million.


ALL-TEX STAFFING: Hires Baker & Associates as Attorneys
-------------------------------------------------------
All Tex Staffing and Personnel Inc. seeks authorization from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Reese W. Baker and Baker & Associates as attorneys.

The Debtor requires Baker & Associates to:

   (a) analyze the financial situation, and render advice and
       assistance to the Debtor;

   (b) advise the Debtor with respect to its duties as a debtor;

   (c) prepare and file all appropriate petitions, schedules of
       assets and liabilities, statements of affairs, answers,
       motions and other legal papers;

   (d) represent the Debtor at the first meeting of creditors and
       such other services as may be required during the course of

       the bankruptcy proceedings;

   (e) represent the Debtor in all proceedings before the Court
       and in any other judicial or administrative proceeding
       where the rights of the Debtor may be litigated or
       otherwise affected;

   (f) prepare and file a Disclosure Statement and Chapter 11 Plan

       of Reorganization; and

   (g) assist the Debtor in any matters relating to or arising out

       of the captioned case.

Baker & Associates will be paid at these hourly rates:

       Reese W. Baker, Attorney           $450
       Ryan Lott, Attorney                $310
       Karen Rose, Attorney               $300
       George Rick Carter, Of Counsel     $350
       Tammy Chandler, Paralegal          $125
       Jennifer Hunt, Paralegal           $125
       Amanda Ginesta, Paralegal          $125
       Gabby Martinez, Paralegal          $125
       Katherine Wright, Paralegal        $125
       Morgan Lawson, Paralegal           $125
       Susan Taylor, Paralegal            $150
       Angela Harpin, Paralegal           $150
       Angie Duque, Paralegal             $150

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

Baker & Associates received from the Debtor the total amount of
$12,000 prior to filing the chapter 11 case. The total pre-petition
fees and expenses were $1,725.00. Baker has applied $1,717 to the
filing fee. The remaining amount of $8,558 will remain deposited in
the IOLTA.

Reese W. Baker 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.

Baker & Associates can be reached at:

       Reese W. Baker, Esq.
       BAKER & ASSOCIATES
       5151 Katy Freeway Ste. 200
       Houston, TX 77002
       Tel: (713) 869-9200
       Fax: (713) 869-9100

            About All-Tex Staffing & Personnel Inc

All-Tex Staffing & Personnel, Inc., based in Houston, Tex., filed a
Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-31109) on
February 26, 2017.  The Hon. Jeff Bohm presides over the case.
Reese W Baker, Esq., at Baker & Associates, serves as bankruptcy
counsel.

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


ALLEN PARK, MI: S&P Raises Underlying Rating on GO Debt to 'BB'
---------------------------------------------------------------
S&P Global Ratings has raised its long-term and underlying rating
(SPUR) on the city of Allen Park, Mich.'s existing general
obligation (GO) debt to 'BB' from 'CCC+.'  In addition, S&P is no
longer making a rating distinction between the city's limited-tax
GO debt and unlimited-tax GO debt because S&P believes that the
city now possesses the financial flexibility with very strong
general fund reserves to sustain identical ratings on both types of
GO pledges.  The outlook remains positive.

"The upgrade reflects our opinion that we no longer believe the
city's limited-tax GO debt is at possible risk of default based on
city's recent successful ability to remarket a material portion of
its debt as well as building and maintaining very strong available
reserves," said S&P Global Ratings credit analyst Errol Arne.

"Our positive outlook is based on our opinion that there is a
one-in-three chance that we could raise our rating on the city
within the next year due to our expectation that it will sustain
its very strong budgetary flexibility and strong budgetary
performance under its own authority without oversight or financial
assistance from any state appointed entity," added Mr. Arne.

The positive outlook reflects S&P's opinion that there is a
one-in-three chance that it could raise its rating on the city
within the next year as management demonstrates its ability to
maintain balanced operations without state oversight for a
sustained period of time.

If for any reason, the city requires outside intervention
(including any additional state loans) or if, in S&P's opinion, the
budget falls out of operational balance or if reserves are
materially affected, S&P will revise the outlook to stable.


AMERIFLEX ENGINEERING: Seeks Approval on Cash Collateral Use
------------------------------------------------------------
Ameriflex Engineering, LLC, seeks authorization from the U.S.
Bankruptcy Court for the District of Oregon to use cash
collateral.

The proposed budget reflects total cash disbursements in the
approximate amounts of $811,497 for the month of March 2017,
$553,894 for the month of April 2017, $636,475 for the month of May
2017, and $721,085 for the month of June 2017.

The Debtor has two members: Cajon, Inc. and Pacific Diamond &
Precious Metals, Inc., each with a 50% interest.

The Debtor has entered into a Promissory Note Line of Credit and
Security Agreement with Pacific Diamond.  As of the Petition Date,
the principal balance under the Line of Credit was approximately
$681,936.  Pacific Diamond holds a perfected security interest and
liens in Debtor's cash collateral including, but not limited to,
the Debtor's accounts receivable, cash, goods, inventory,
equipment, fixtures, general intangibles, instruments, chattel
paper, and certain intellectual property, and all products,
proceeds, rents and profits of such assets.

The Debtor asserts that Pacific Diamond is over secured,
considering that the Debtor's inventory, equipment, and accounts
receivables are estimated to have current aggregate value of
approximately $1,148,000, while the balance on the Line of Credit
is approximately $681,936.  However, the Debtor further asserts
that a substantial portion of that value is comprised of the
Debtor's accounts receivables -- approximately $401,000.

The Debtor contends that without the use of Pacific Diamond's cash
collateral, it will have insufficient funds to support its
continuing operations.  The Debtor further contends that it is
imperative to maintain good working relationships with its parts
suppliers and vendors.  The Debtor anticipates that some, and
possibly all, of its vendors will require cash on delivery for
supplies.  As such, the Debtor must continue utilizing Pacific
Diamond's cash collateral in order to continue operations
uninterrupted.

Pacific Diamond consents to the Debtor's use of cash collateral in
exchange for a replacement security interest in and lien upon all
of Debtor's postpetition assets that are of the same category,
type, kind, character and description as were subject to Pacific
Diamond's perfected and valid security interests in existence on
the Petition Date with the same relative priority as any valid and
unavoidable lien held by Pacific Diamond as of the Petition Date.

A full-text copy of the Debtor's Motion, dated March 22, 2017, is
available at https://is.gd/SUcF5y

               About Ameriflex Engineering LLC

Ameriflex Engineering LLC -- http://rhboats.com/and
http://fishrite-boats.com/-- is engaged in the design, development
and manufacturing of boats.  The Company was created in 2008 with
the acquisition of the assets of then struggling River Hawk Boats,
Inc.  Cajon, Inc. and Pacific Diamond & Precious Metals each own
50% membership interest in the Debtor.

Ameriflex Engineering filed a Chapter 11 petition (Bankr. D. Or.
Case No. 17-60837), on March 22, 2017.  The petition was signed by
Pacific Diamond & Precious Metals, Inc., member.  At the time of
filing, the Debtor estimated assets and liabilities between $1
million and $10 million.

The case is assigned to Judge Thomas M Renn.

The Debtor tapped Tara J Schleicher, Esq. at Farleigh Wada Witt, as
counsel.

No trustee or examiner has been appointed in the chapter 11 case,
and no committee has been appointed or designated.


AMPLIPHI BIOSCIENCES: Incurs $18.8 Million Net Loss for 2016
------------------------------------------------------------
AmpliPhi Biosciences Corporation filed with the Securities and
Exchange Commission its annual report on Form 10-K disclosing a net
loss of $18.8 million for the year ended Dec. 31, 2016 compared to
a net loss of $0.5 million for the year ended Dec. 31, 2015.

As of date of filing, AmpliPhi Biosciences had $18.2 million in
total assets, $8.5 million in total liabilities and $9.7 million in
total shareholders' equity.

AmpliPhi Biosciences has generally incurred net losses since its
inception and its operations to date has been primarily limited to
research and development and raising capital.  Since the shift in
its focus to novel therapeutics in February 2011 through Dec. 31,
2016, the Company has received approximately $51.2 million in net
proceeds from issuance of equity securities and convertible debt
securities.  As of Dec. 31, 2016, the Company had an accumulated
deficit of $381.4 million, $65.8 million of which has been
accumulated since January of 2011, when the company began its focus
on bacteriophage development.  The Company anticipates that a
substantial portion of its capital resources and efforts in the
foreseeable future will be focused on completing the development
and obtaining regulatory approval of their product candidates.

AmpliPhi Biosciences currently expects to use its existing cash and
cash equivalents for the continued research and development of its
product candidates and for working capital and other general
corporate purposes.

AmpliPhi Biosciences expects its research and development expenses
to increase for the foreseeable future as it continues development
of product candidates. The Company also expects to incur additional
expenses associated with operating as a public company. As a
result, the Company expects to continue to incur significant and
increasing operating losses at least for the next several years.
AmpliPhi Biosciences does not expect to generate product revenue
unless and until it successfully completes development and obtain
marketing approval for at least one of its product candidates.

In Ernst & Young's (auditor) opinion, the Company's financial
statements present fairly, in all material respects, the
consolidated financial position of AmpliPhi Biosciences Corporation
at December 31, 2016 and 2015, and the consolidated results of its
operations and its cash flows for the years then ended, in
conformity with U.S. generally accepted accounting principles.

The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern. The Company has recurring losses and negative cash flows
from operations that raise substantial doubt about its ability to
continue as a going concern.

A full-text copy of the Form 10-K is available for free at:
https://is.gd/26F6r6

                      About AmpliPhi

AmpliPhi Biosciences Corp. is a biotechnology company focused on
the discovery, development and commercialization of novel phage
therapeutics.  Its principal offices occupy approximately 1,000
square feet of leased office space pursuant to a month-to-month
sublease, located at 3579 Valley Centre Drive, Suite 100, San
Diego, California.  It also leases approximately 700 square feet of
lab space in Richmond, Virginia, approximately 5,000 square feet of
lab space in Brookvale, Australia, and approximately 6,000 square
feet of lab and office space in Ljubljana, Slovenia.


AMPLIPHI BIOSCIENCES: Reports $24.3M Net Loss in 2016
-----------------------------------------------------
On March 27, 2017, AmpliPhi Biosciences Corporation announced
financial results for the quarter and year ended De. 31, 2016,
disclosing a net loss attributable to shareholders of $24.28
million on $260,000 of revenue for the 12 months ended Dec. 31,
2016, compared with a net loss of $10.79 million on $475,000 of
revenue in 2015.

As of Dec. 31, 2016, the Company had $18.20 million in total assets
and $8.472 million in total liabilities.

"The growing incidence of antibiotic-resistant bacterial infections
is a major health threat that is recognized by governments and
health authorities around the world," said M. Scott Salka, CEO of
AmpliPhi Biosciences.  "AmpliPhi and our collaborators have made
significant progress in advancing the development of bacteriophage
therapies for the treatment of resistant bacterial infections and
we are pleased to have reported favorable results from our first
two clinical trials."

Mr. Salka added, "We also strengthened our management team,
streamlined our capital structure and expanded
bacteriophage-related intellectual property in major global
markets.  We are excited about our role as a leader in this
emerging field and expect 2017 to be a highly productive year for
advancing the development of these much-needed innovative therapies
for patients who are not well served by currently available
antibiotics."

A full-text copy of the filing is available at
https://is.gd/OtgGpt

                About AmpliPhi Biosciences

AmpliPhi Biosciences Corp. is a biotechnology company focused on
the discovery, development and commercialization of novel phage
therapeutics.  Its principal offices occupy approximately 1,000
square feet of leased office space pursuant to a month-to-month
sublease, located at 3579 Valley Centre Drive, Suite 100, San
Diego, California.  It also leases approximately 700 square feet of
lab space in Richmond, Virginia, approximately 5,000 square feet of
lab space in Brookvale, Australia, and approximately 6,000 square
feet of lab and office space in Ljubljana, Slovenia.

As of Sept. 30, 2016, the Company had $26.03 million in total
assets, $7.80 million in total liabilities and $18.22 million in
total stockholders' equity.

Ampliphi reported a net loss attributable to common stockholders of
$10.79 million for the year ended Dec. 31, 2015, compared to net
income attributable to common stockholders of $21.82 million.

"[T]he Company has incurred net losses since its inception, has
negative operating cash flows and has an accumulated deficit of
$371.9 million as of September 30, 2016, $56.4 million of which has
been accumulated since January of 2011, when the Company began its
focus on bacteriophage development.  As of September 30, 2016, the
Company had cash and cash equivalents of $4.0 million. Management
believes that the Company's existing resources will be sufficient
to fund the Company's planned operations through the
end of 2016.  These circumstances raise substantial doubt about the
Company's ability to continue as a going concern," as disclosed in
the Company's quarterly report for the period ended Sept. 30, 2016.


APOLLO SOLAR: Allowed to Use Cash Collateral Through April 30
-------------------------------------------------------------
Judge Julie A. Manning of the U.S. Bankruptcy Court for the
District of Connecticut authorized Apollo Solar, Inc., to use cash
collateral on a revolving basis through and including April 30,
2017.

The Debtor is authorized to use any cash collateral for the
expenses identified in the Budget, which are necessary to prevent
irreparable harm to the estate.  The approved monthly Budget
reflects estimated total cost of sales in the aggregate sum of
$50,433 and total expenses of approximately $19,831.

The State of Connecticut Department of Economic and Community
Development alleges a first priority secured claim against all
assets of the Debtor, including accounts receivable. In addition,
Electronic Specialties of Connecticut, Inc., may also assert liens
against the Debtor's cash and accounts receivable, which however,
the Debtor believes would be junior to the rights of the CT-DECD.

The CT-DECD and Electronic Specialties are granted replacement
and/or substitute liens, subject only to the carve-out, in all
post-petition assets and proceeds thereof. Such replacement liens
will have the same validity, extent, and priority that the CT-DECD
and Electronic Specialties possessed as to said liens as of the
Petition Date.

The CT-DECD and Electronic Specialties are also granted with liens
upon post-petition assets to the extent that the CT-DECD and
Electronic Specialties held valid liens as of the Petition Date, so
that their interests therein will not be diminished during the
pendency of the Debtor's Chapter 11 case.

The Carve-out consists of amounts payable by the Debtor:

     (a) under Section 1930(a)(6) of Title 28 of the United States
Code;

     (b) for Debtor's post-petition wages and employment taxes; and


     (c) approved fees and expenses of the Debtor's and any
appointed Committee's professionals.

A hearing on the Debtor's Motion for Authority to Use Cash
Collateral will be held on April 25, 2017 at 10:00 a.m.

A full-text copy of the Order, dated March 24, 2017, is available
at https://is.gd/s6JB38

                            About Apollo Solar

Headquartered at Fairfield, Connecticut, Apollo Solar, Inc.,
provides the residential, commercial, and remote telecom
Photovoltaic (PV) markets with innovative, technologically superior
electronics that have served industrial clients for decades.  

Apollo Solar filed for Chapter 11 bankruptcy (Bankr. D. Conn. Case
No. 17-50247) on March 7, 2017.  The petition was signed by John
Pfeifer, president.  As of the time of the filing, the Debtor
estimated up to $50,000 in assets and $1 million to $10 million in
liabilities.

The case is assigned to Judge Julie A. Manning.  

Scott Charmoy, Esq., at Charmoy & Charmoy, is serving as counsel to
the Debtor.  Diversified Financial Solutions, PC, is serving as
accountant.


ARAMARK SERVICES: Moody's Corrects March 9 Release
--------------------------------------------------
Moody's Investors Service issued a correction to a March 9, 2017
ratings release on Aramark Services.  The first paragraph of the
press release and the debt list were replaced with the following to
indicate that the ratings on the 2024 and 2026 unsecured notes were
upgraded, the ratings on the senior secured credit facilities due
2022 and 2024 were affirmed, and the ratings on the senior secured
credit facilities due 2019 and 2021 and the senior unsecured notes
due 2020 were unchanged.

The revised release is as follows:

Moody's Investors Service upgraded Aramark Services, Inc.'s senior
unsecured notes due 2024 and 2026 to Ba3 from B1, as well as its
Speculative Grade Liquidity ("SGL") rating to SGL-1 from SGL-2,
while also assigning Ba3 ratings to its proposed senior unsecured
notes due 2025. The Corporate Family rating ("CFR") was affirmed at
Ba2, the Probability of Default rating ("PDR") at Ba2-PD and the
senior secured credit facilities due 2022 and 2024 at Ba1. The B1
rating on the senior unsecured notes due 2020 remains unchanged.
The rating outlook remains stable.

Issuer: Aramark Services, Inc.

Upgrades:

-- Senior Unsecured Regular Bond due 2024 and 2026, Upgraded to
    Ba3 (LGD5) from B1 (LGD5)

-- Speculative Grade Liquidity Rating, Upgraded to SGL-1 from
    SGL-2

Assignments:

-- Senior Unsecured Regular Bond due 2025, Assigned Ba3 (LGD5)

Affirmations:

-- Corporate Family Rating, Affirmed Ba2

-- Probability of Default Rating, Affirmed Ba2-PD

-- Senior Secured Bank Credit Facility due 2022 and 2024,
    Affirmed Ba1 (LGD3)

Outlook:

-- Outlook, Remains Stable


ARGENTO LLC: Court Approves 2nd Amended Disclosure Statement
------------------------------------------------------------
Judge Madeleine C. Wanslee of the U.S. Bankruptcy Court for the
District of Arizona approved Argento LLC's second amended
disclosure statement referring to its second amended plan of
reorganization filed on Dec. 22, 2019.

The hearing to consider confirmation of the Plan shall be held at
the U.S. Bankruptcy Court, 230 North First Avenue, 7th Floor,
Courtroom No. 702, Phoenix, Arizona 85003 on May 3, 2017, at 11:00
a.m.

The last day for filing with the Court written acceptances or
rejections of the Plan is fixed at April 26, 2017.

The last day for filing written acceptances or rejections of the
Plan is fixed at April 26, 2017.

                            About Argento

Argento, LLC is an Arizona limited liability company formed in
2006
for the purpose of acquiring and operating a commercial building
located at 15770 N. Greenway-Hayden Loop, Scottsdale,
Arizona 85260.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 16-01736) on Feb. 25, 2016.  The petition
was
signed by Maria Papagno, member.

The Debtor is represented by Blake D. Gunn, Esq., at the Law
Office
of Blake D. Gunn.  The case is assigned to Judge
Madeleine C.
Wanslee.

The Debtor disclosed total assets of $3.5 million and total debts
of $3.13 million.


B&G FOODS: S&P Raises Rating on Existing Sr. Unsecured Debt to B+
-----------------------------------------------------------------
S&P Global Ratings said it will raise its rating on B&G Foods
Inc.'s existing senior unsecured debt by one notch to 'B+' from 'B'
following the company's announcement that it plans to repay its
existing senior secured term loan A ($234 million currently
outstanding) and existing revolver borrowings ($223 million
outstanding) with a new $500 million senior unsecured notes
issuance.  In addition, S&P is revising the recovery rating on the
unsecured debt to '5' from '6', reflecting S&P's expectations for
modest recovery (10%-30%; rounded estimate: 20%) in the event of a
payment default.  The reduction in senior secured debt increases
the net value available to senior unsecured creditors, improving
recovery prospects.

In addition, S&P is assigning a 'B+' issue-level rating and '5'
recovery rating (10%-30% expected recovery; rounded estimate: 20%)
to the proposed $500 million senior unsecured debt issuance.

S&P will withdraw its 'BB+' issue-level and '1' recovery rating on
the company's existing $300 million term loan a once it is repaid.


The transaction is leverage neutral and S&P expects the company to
maintain debt leverage around 5x.  Therefore, all other ratings
remain unchanged, including the 'BB-' corporate credit rating.

The proposed debt issuance ratings are based on preliminary terms
and are subject to review upon receipt of final documentation.

RATINGS LIST

B&G Foods Inc.
Corporate Credit Rating    BB-/Stable/--

Issue-Level Rating Raised; Recovery Rating Revised
                            To          From
B&G Foods Inc.
Senior Unsecured           B+          B
  Recovery Rating           5(20%)      6(0%)

New Rating

B&G Foods Inc.
Senior Unsecured
$500 mil sr nts due 2025   B+
  Recovery Rating           5(20%)


BAIA LLC: Hires Marcus & Millichap as Real Estate Broker
--------------------------------------------------------
BAIA, LLC and Ridgeville Plaza, Inc. seek authorization from the
U.S. Bankruptcy Court for the District of Maryland to employ Marcus
& Millichap Real Estate Investment Services, Inc. as real estate
broker.

The Debtors require Marcus & Millichap to market and sell the
Debtors' properties.

BAIA, LLC owns, leases and manages two commercial real property
located at 1311 S. Main Street, Mt. Airy, Maryland 21771 and 1401
S. Main Street, Mt. Airy, Maryland 21771 (the "BAIA Real
Property").

Ridgeville Plaza, Inc. owns, leases and manages commercial real
property located at 206, 208 and 210 East Ridgeville Blvd., Mt.
Airy, Maryland 21771 (the "Ridgeville Real Property"). The BAIA
Real Property and the Ridgeville Real Property are referred to
collectively as the "Properties").

The Debtors have agreed to pay a commission equal to these
percentages:

Purchase Price:

   - $10,000,000 or more from a single purchaser: 2.5%

   - $10,000,000 or less from a single purchaser: 3.00%

   - $7,500,000 or less from a single purchaser: 4.00%

   - $5,000,000 or less from a single purchaser: 5.00%

   - $2,500,000 or less from a single purchaser: 6.00%

Robert Filley, senior director of the National Office and
Industrial Properties Group of Marcus & Millichap, 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.

Marcus and Millichap can be reached at:

       Robert Filley
       MARCUS & MILLICHAP REAL ESTATE
       Investment Services, Inc.
       7200 Wisconsin Avenue, Suite 1101
       Bethesda, MD 20814
       Tel: (202) 536-3736
       Fax: (202) 536-3710

                      About Baia, LLC

Baia, LLC, is a limited liability company organized in 2006 with
principal place of business located in Carroll County, Maryland.
It owns, leases and manages commercial real property located at
1311 S. Main Street, Mt. Airy, Maryland 21771 and 1401 S. Main
Street, Mt. Airy, MD 21771.

Baia, LLC, filed a Chapter 11 petition (Bankr. D. Md. Case No.
16-26941) on Dec. 30, 2016.  The petition was signed by Frank
Illiano, president.  The case is assigned to Judge David E. Rice.
The Debtor is represented by James Greenan, Esq., at McNamee,
Hosea, et al.  At the time of filing, the Debtor estimated assets
at $0 to $50,000 and liabilities at $10 million to $50 million.



BAILEY HILL: To Auction Killingly Properties
--------------------------------------------
Bailey Hill Management, LLC, asks the U.S. Bankruptcy Court for the
District of Connecticut to authorize the sale of real property
located at 963 Bailey Hill Road, East Killingly, Connecticut
("Bailey Property") and at 291 Slater Hill Road, Killingly,
Connecticut ("Slater Property") by auction to be conducted by Malz
Auctions, Inc.

Prior to the Petition Date, on March 10, 2010, Bailey Hill Lending
Trust, Pine Banks Nominee Lending Trust and Slater Hill Lending
Trust, commenced an action in the Superior Court against the
Debtor, Edward R. Eramian and Joel S. Greene ("Superior Court
Action").

In the Superior Court Action, the Trusts alleged that the Debtor
breached: (i) a promissory note dated Dec. 18, 2005 payable to
Bailey Hill Lending Trust in the original principal amount of
$2,500,000 ("Bailey Note"); and (ii) a promissory note dated July
27, 2007 payable to Pine Banks Nominee Lending Trust in the
original principal amount of $500,000 ("Pine Banks Note").

The Bailey Note was secured by personal guaranty agreements
executed by Eramian and Greene and by mortgages on Bailey Property
owned by the Debtor and on property owned by Eramian and located at
207 Tracy Road, Dayville, Connecticut ("Tracy Property").  In
addition, the Pine Banks Note was secured by personal guaranty
agreements executed by Eramian and Greene and by mortgages on the
Bailey Property, the Tracy Property and by Slater Property owned by
Eramian.

On Oct. 5, 2006, Eramian and Greene executed a promissory note in
favor of Slater Hill Lending Trust in the original principal amount
of $425,000 ("Slater Note") which was secured by a mortgage on the
Bailey Property, the Tracy Property and the Slater Property.

Subsequent to the commencement of the Superior Court Action, the
Trusts, the Debtor, Eramian and Greene entered into a Settlement
Agreement, which provided for payments to the Trusts in
satisfaction of the debt due under the Notes and further provided
that if the Debtor, Eramian and Greene defaulted on the payment
schedule, the Trusts were entitled to seek entry of a stipulated
judgment of $5,500,000 less credit for any payments made.  

The Settlement Agreement was later amended to permit an extension
of the payment terms.

The Debtor, Eramian and Greene defaulted under the payment terms of
the Amended Settlement Agreement, and on Oct. 1, 2015, the Superior
Court entered judgment in favor of the Trusts and against the
Debtor, Eramian and Greene in the amount of $5,309,000.   

On Oct. 19, 2015, the Debtor, Eramian and Greene filed an appeal of
the Judgment in the Connecticut Appellate Court.  On Dec. 17, 2015,
Eramian transferred his interest in the Slater Property to the
Debtor.

The Trusts hold the first mortgage on the Bailey Property and
Slater Property, and the Debtor has listed the Trusts as an
undisputed secured creditor in the amount of $5,309,000.  The
Trusts also filed a Proof of Claim for $5,309,000 (Proof of Claim
No. 5) ("Trusts Claim").

On March 29, 2016, the Trusts filed a Motion to Dismiss arguing
that: (i) the case was filed in bad faith; (ii) there is a
substantial and continuing

loss to the estate; and (iii) the Debtor has no ability to
reorganize.

The Debtor opposed the Motion to Dismiss, and at the initial
hearing on the Motion to Dismiss the Court requested briefing on
whether the Debtor qualifies as a "single asset real estate" debtor
under Section 101(51B).  Subsequently, the Parties participated in
a Mediation on Aug. 24, 2016 in Boston and agreed to settlement.
The Parties entered into a written settlement agreement, and the
Court has approved the Settlement Agreement.

Pursuant to the approval of the Settlement Agreement, the Debtor
has agreed to sell the Bailey Property and Slater Property
("Properties") free and clear of liens, claims, and encumbrances on
these terms and conditions:

          a.  The Properties are to be sold at auction by Malz,
doing business as Maltz Auctions, as approved by the Court;

          b. The Auction must take place on April 20, 2017 pursuant
to the stipulation of the parties approved by the Court;

          c. Upon completion of the auction sale, the Trusts will
receive all net sale proceeds after payment of the real estate tax
claims of Euclid Claims Recovery, LLC, the Town of Killingly, and
the East Killingly Tax District ("Real Estate Tax Claims") without
further order towards the Trusts Claim up to the amount of
$3,425,000;

          d. Nothwithstanding anything to the contrary set forth,
any and all unsecured borrowings by the Debtor from Tracy Road will
not be deducted from any sales proceeds received as contemplated;
and

          e. All net sale proceeds will go to the Trusts upon the
Closing without further Order of the Bankruptcy Court, except, or
included in "net sale proceeds" will be the following expenses or
costs: (i) the commission of the Broker, if applicable; (ii)
typical adjustments for real estate taxes, including the
satisfaction of any outstanding tax liens on the Properties; (iii)
typical charges to the seller in a real estate transaction in
Windham County for the payment of recording fees, conveyance taxes
and similar charges; and (iv) reasonable legal fees, not to exceed
$2,500, to counsel for the Debtor related to the real estate
closing itself, which fees will be held in escrow pending approval
of a fee application, and except lienholders distributions.

To the extent there are net sale proceeds above $3,425,000, such
additional funds will be split 50-50% between the Trusts and the
Debtor.  The Debtor now seeks approval of the Sale Proceeding set
forth in the Proposed Order which is the result of cooperation
between the auctioneer, the Debtor and the Trusts.

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



The net proceeds will be distributed to these lienholders of
record:

          A. 963 Bailey Hill Road, East Killingly (Killingly),
Connecticut

                   a. The tax liens to the East Killingly Fire
District are: (i) dated June 10, 2014 and recorded June 11, 2014 in
Volume 1274, Page 774; (ii) dated June 15, 2015 and recorded June
16, 2015 in Volume 1288, Page 677; (iii) dated and recorded June
14, 2016 in Volume 1303, Page 481.

                   b. The tax liens to the Town of Killingly are:
(i) dated and recorded June 11, 2014 in Volume 1274, Page 783; (ii)
dated and recorded June 8, 2015 in Volume 1288, Page 404; (iii)
dated and recorded March 10, 2016 in Volume 1299, Page 678;
assigned to Euclid Claim Claims Recovery, LLC by Assignment Of
Municipal Liens dated June 9, 2016 and recorded in Volume 1303,
Page 316 of the Killingly Land Records.

          B. 291 Slater Hill Road, Killingly, Connecticut

                   a. The tax liens to the Town of Killingly are:
(i) $1,915, dated and recorded June 8, 2015, Volume 1288, Page 404;
and $986, dated and recorded June 7, 2015, Volume 1303, Page 141.

                   b. The tax liens to East Killingly Fire District
are: (i) $143, dated June 10, 2014, recorded June 11, 2014, Volume
1274, Page 774; (ii) $152, dated June 15, recorded June 16, 2015,
Volume 1288, Page 677; and (iii) $149, dated and recorded June 14,
2017, Volume 1303, Page 481.

Accordingly, the Debtor anticipates that there will be a sale of
the Properties free and clear of liens, claims, encumbrances, and
interests.

The Debtor respectfully asks the Court to enter an Order granting
the relief requested and such other further relief as it deems
proper.

                 About Bailey Hill Management

Bailey Hill Management, LLC, filed a Chapter 11 bankruptcy
petition
(Bankr. D. Conn. Case No. 16-20005) on Jan. 4, 2016.  The Hon. Ann
M. Nevins presides over the case.  Groob Ressler & Mulqueen, P.C.,
serves as counsel to the Debtor.  In its petition, the Debtor
estimated $1 million to $10 million in both assets and
liabilities.
The petition was signed by Edward R. Eramian, managing member of
the Debtor.


BALLANTRAE LLC: Wants Authorization to Use Cash Collateral
----------------------------------------------------------
Ballantrae, LLC, d/b/a Oceanside Academy, seeks authorization from
the U.S. Bankruptcy Court for the Southern District of Florida to
use cash collateral.

The Debtor intends to use cash collateral for the purpose of
maintaining the executive suites and paying necessary expenses to
operate its pre-school/day care, and the real property located at
5937 Roebuck Road, Jupiter, FL.

Currently, the Debtor receives $41,368 per month in income.  The
proposed monthly Budget shows that the necessary operating expenses
of $40,110 are nearly equivalent to its income.

American Business Lending, Inc. holds a security interest in all of
the Debtor's assets including all accounts, receivables, future,
fixtures, equipment, etc.

The Debtor relates that at the time of the filing of the case, the
Debtor was almost three months behind on its mortgage.

However, the Debtor expects that within the next few month, it will
be profitable and will have sufficient income to cure the
arrearages on the mortgage and pay as scheduled.

A full-text copy of the Debtor's Motion, dated March 22, 2017, is
available at https://is.gd/InNsCu

                       About Ballantrae, LLC

Ballantrae, LLC, has a fee simple interest in a property located at
5397 Roebuck Road, Jupiter, FL.  It operates a pre-school/day care
facility doing business as Oceanside Academy School at the
property.

Ballantrae, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 17-13427) on March 22, 2017.  The petition was signed by
Corinne Gates, Manager Member.  At the time of filing, the Debtor
had $2.03 million in total assets and $3.42 million in total
liabilities.

The Debtor tappped Brian K. McMahon, Esq. at Brian K. McMahon, as
counsel.



BCC SANDUSKY: Case Summary & 7 Unsecured Creditors
--------------------------------------------------
Debtor: BCC Sandusky Permanent LLC
        9380 Montgomery Rd # 202
        Cincinnati, OH 45242

Case No.: 17-30905

Type of Business: The Debtor is a single asset real estate (as
                  defined in 11 U.S.C. Section 101(51B)).  Its
                  principal place of business is at 715 Crossing
                  Rd. Sandusky, OH 44870.

Chapter 11 Petition Date: March 30, 2017

Court: United States Bankruptcy Court
       Northern District of Ohio (Toledo)

Judge: Hon. Mary Ann Whipple

Debtor's Counsel: Raymond L. Beebe, Esq.
                  RAYMOND L BEEBE CO LPA
                  1107 Adams Street
                  Toledo, OH 43604
                  Tel: (419) 244-8500
                  E-mail: RLBCT@buckeye-express.com
                          Raybblaw@buckeye-express.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by George W. Fels, co-manager.

Debtor's List of Seven Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Corso's Flower & Garden Center    Services Provided       $10,171
                
Dublin Commercial Prop Inc.       Services Provided          $750

Feuk Contractors                  Facility Repairs         $5,846

Marshall & Melhorn, LLC            Legal Fees and         $50,136
                                      Expenses

Randal J. Goodman and Goodman    712 Crossing, Perkins    $46,400
Real Estate Services Group       Township, Sandusky OH
                                 45242 - Parcel No.
                                 32-02006.004;
                                 715 Crossing,
                                 Perkins Township,
                                 Sandusky OH
                                 45242 - Parcel No.
                                     32-03439.

Rumpke                           Waste Management          $2,316

The Bank of New                  712 Crossing Perkins   $8,700,358
York Trust Company               Township, Sandusky OH
400 S. Hope Street               45242 - Parcel No.
Los Angeles, CA 90071            32-02006.004;
                                 715 Crossing, Perkins
                                 Township, Sandusky OH
                                 45242 - Parcel No.
                                 32-03439.


BEN SINGER: Hires Blinkenstaff & Company as Realtor
---------------------------------------------------
Ben Singer, LLC seeks authorization from the U.S. Bankruptcy Court
for the Western District of Virginia to employ Blinkenstaff &
Company, Realtors as realtor, nunc pro tunc to February 21, 2017.

The Debtor owns an interest in real estate commonly known as 1340
Wakefield Court, Lynchburg, VA 24503, in which the Debtor appears
to have equity above the value of any liens in the Property.

The Debtor requires Blinkenstaff & Company to:

   (a) value the Property;

   (b) market the Property;

   (c) secure a buyer for the Property at the highest and best
       sale price possible given the condition of the Property;
       and

   (d) take any other action necessary to perform the foregoing
       actions.

Blinkenstaff & Company will be given a commission equal to 6% of
the gross sale price of the Property.

Jane Blickenstaff, owner Blickenstaff & Company, 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.

Blinkenstaff & Company can be reached at:

       Jane Blickenstaff
       BLINKENSTAFF & COMPANY, REALTORS
       4923 Boonsboro Road
       Lynchburg, VA 24503
       Tel: (434) 384-8000
       E-mail: jane@janeblickenstaff.net

Ben Singer, LLC, filed a Chapter 11 petition (Bankr. W.D. Va. Case
No. 16-60848) on April 27, 2016, and is represented by Andrew S
Goldstein, Esq., at Magee Goldstein Lasky & Sayers, P.C.


BLACK MOUNTAIN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Black Mountain Golf & Country Club
        500 Greenway Road
        Henderson, NV 89015

Case No.: 17-11540

Type of Business: Black Mountain Golf is a member-owned golf
                  facility open to the public.  Situated in the
                  Las Vegas Valley, Black Mountain Golf is non-
                  profit corporation and a tax-exempt entity
                  (as described in 26 U.S.C. Section 501)

                  Website: golfblackmountain.com

Chapter 11 Petition Date: March 30, 2017

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

Judge: Hon. Bruce T. Beesley

Debtor's Counsel: Candace C Carlyon, Esq.
                  MORRIS POLICH & PURDY, LLP
                  3800 Howard Hughes Pkwy, Ste 500
                  Las Vegas, NV 89169
                  Tel: (702) 862-8300
                  Fax: (702) 862-8400
                  Email: ccarlyon@mpplaw.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The petition was signed by Larry Tindall, president.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Rancris, Inc.                                           $500,000
1576 Foothill Dr.
Boulder City, NV 89005

Randolph P. Schams                                       $33,000

Elite Golf                                               $18,000

NV Energy                                                 $7,241

Southern Nevada Golf Association                          $4,380

City of Henderson Utility Services                        $2,555

Impact Sand & Gravel                                      $2,414

US Food Service                                           $1,834

Nevada Beverage Company                                   $1,513

Anytime Plumbing                                            $635

Coca Cola Refreshments                                      $590

Bonanza Beverage                                            $539

Titleist                                                    $521

All American                                                $511

Tyco Integrated Security, LLC                               $345

GE Mobile Water                                             $327

Glazer's Wine and Spirits                                   $312

Canon Financial Services, Inc.                              $287

Break Thru Beverage Nevada Inc.                             $281

Johnson Brothers of Nevada                                  $260


BROOKLYN INTERIORS: Plan Filing Deadline Extended Until April 18
----------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York extended Brooklyn Interiors, Inc. d/b/a The
DDC Group's exclusive periods for filing a plan of reorganization
and soliciting acceptances to the plan to April 18, 2017, and June
18, 2017, respectively.

The Troubled Company Reporter reported on Feb. 20, 2017, that the
Debtor is still working on various issues relating to the
reorganization that will further progress beyond the current
exclusive periods. The Debtor also said that it will require
additional time to analyze and negotiate payment terms of the
claims filed against it including, but not limited to, the large
claims filed by Plan Do See America, Inc. and JPMorgan Chase Bank,
for pre-petition liabilities.

                About Brooklyn Interiors

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

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


CAL NEVA LODGE: Capital One to Retain Liens Under Latest Plan
-------------------------------------------------------------
Cal Neva Lodge, LLC, and New Cal-Neva Lodge, LLC, filed with the
U.S. Bankruptcy Court in Nevada their latest disclosure statement,
which explains the companies' proposed plan to exit Chapter 11
protection.

The latest restructuring plan classifies the secured claim of
Capital One Bank against New Cal-Neva in Class 6.  Under the plan,
Capital One will retain its liens on the Fairwinds Estate pending
full payment of all amounts due to it.

Fairwinds Estate is an expansive lakefront chalet located in Kings
Beach, California, and is encumbered by a mortgage in favor of
Capital One.  The outstanding amount owed on the mortgage is
approximately $4.5 million.

The latest plan also proposes alternative treatments to Class 6
claim, one of which is to pay Capital One from the proceeds of the
sale of the property securing its claim.  Another proposal is to
resolve the claim through a settlement agreement approved by the
court, under which the bank will receive periodic payments.

A copy of the first amended disclosure statement for Cal Neva Lodge
is available for free at https://is.gd/k1tN4M

A copy of the first amended disclosure statement for New Cal-Neva
is available for free at https://is.gd/GCs2oQ

                      About Cal Neva Lodge

Cal Neva Lodge, LLC, initially filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Cal. Case No. 16-10514) on June 10,
2016.

The case was subsequently transferred to the U.S. Bankruptcy Court
for the District of Nevada on Oct. 13, 2016, and assigned Case No.
16-51281.  On Oct. 25, 2016, the case was reassigned to Judge Gregg
W. Zive.

Jeffer Mangles Butler & Mitchell LLC represents the Debtor as
general counsel.

In its petition, the Debtor estimated $50 million to $100,000
million in assets and $10 million to $50 million in liabilities.
The petition was signed by William T. Criswell, president.

                    About New Cal-Neva Lodge

New Cal-Neva Lodge, LLC, based in Saint Helena, CA, filed a Chapter
11 petition (Bankr. N.D. Cal. Case No. 16-10648) on July 28, 2016.
The Hon. Thomas E. Carlson presides over the case. Jane Kim, Esq.,
and Peter Benvenutti, Esq., at Keller & Benvenutti LLP, serve as
bankruptcy counsel.

In its petition, the Debtor estimated $50 million to $100 million
in assets and $10 million to $50 million in liabilities. The
petition was signed by Robert Radovan, president and secretary.

U.S. Trustee Tracy Hope Davis on Sept. 13 appointed four creditors
to serve on the official committee of unsecured creditors of New
Cal-Neva Lodge, LLC.  The Committee hired Pachulski Stang Ziehl &
Jones LLP, as legal counsel; Province, Inc. as financial advisor;
Fennemore Craig P.C. as Nevada counsel.


CAL NEVA LODGE: Unsecureds to be Paid $250K Under Ladera Plan
-------------------------------------------------------------
Ladera Development, LLC, filed with the U.S. Bankruptcy Court for
the District of Nevada its proposed Chapter 11 plan of
reorganization for Cal Neva Lodge, LLC and its subsidiary New
Cal-Neva Lodge, LLC

According to the proposed plan, all properties of Cal Neva Lodge
and New Cal-Neva, and all their obligations created under the plan
will be consolidated into a new entity called NewCo LLC.  

Under the plan, NewCo Investor and Suntoro Partners, LLC, will make
a new equity investment in NewCo with a total value of $65 million.


NewCo will use the investment to, among other things, pay Ladera $4
million and pay a total of $250,000, which includes $100,000 to
establish a litigation trust, in full satisfaction of general
unsecured claims filed against Cal Neva Lodge and its subsidiary.

Under the plan, Ladera will partially convert its secured claim by
accepting a partial payment of $4 million of its $8.2 million
secured claim on the effective date of the plan, and converting the
remainder of its claim to a 10% equity ownership interest in
NewCo.

Meanwhile, creditors holding Class 10 general unsecured claims
against New Cal-Neva and Class 11 general unsecured claims against
Cal Neva Lodge will be paid pro rata from initial distribution of
$150,000, and 70% of proceeds from the litigation trust, according
to Ladera's disclosure statement filed on March 21.

A copy of the disclosure statement for Cal Neva Lodge is available
for free at https://is.gd/YRdY49

A copy of the disclosure statement for New Cal-Neva is available
for free at https://is.gd/ZS9GlO

Ladera is represented by:

     Louis M. Buballa III, Esq.
     Kaempfer Crowell
     50 W. Liberty Street, Suite 700
     Reno, NV 89501
     Tel: (775) 852-3900
     Fax: (775) 327-2011
     Email: lbubala@kcnvlaw.com

          -- and --

     Jason E. Rios, Esq.
     Felderstein Fitzgerald
     Willoughby & Pascuzzi LLP
     400 Capitol Mall, Suite 1750
     Sacramento, CA 95814
     Tel: (916) 329-7400
     Fax: (916) 329-7435
     Email: jrios@ffwplaw.com
   
                      About Cal Neva Lodge

Cal Neva Lodge, LLC, initially filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Cal. Case No. 16-10514) on June 10,
2016.

The case was subsequently transferred to the U.S. Bankruptcy Court
for the District of Nevada on Oct. 13, 2016, and assigned Case No.
16-51281.  On Oct. 25, 2016, the case was reassigned to Judge Gregg
W. Zive.

Jeffer Mangles Butler & Mitchell LLC represents the Debtor as
general counsel.

In its petition, the Debtor estimated $50 million to $100,000
million in assets and $10 million to $50 million in liabilities.
The petition was signed by William T. Criswell, president.

                    About New Cal-Neva Lodge

New Cal-Neva Lodge, LLC, based in Saint Helena, CA, filed a Chapter
11 petition (Bankr. N.D. Cal. Case No. 16-10648) on July 28, 2016.
The Hon. Thomas E. Carlson presides over the case. Jane Kim, Esq.,
and Peter Benvenutti, Esq., at Keller & Benvenutti LLP, serve as
bankruptcy counsel.

In its petition, the Debtor estimated $50 million to $100 million
in assets and $10 million to $50 million in liabilities. The
petition was signed by Robert Radovan, president and secretary.

U.S. Trustee Tracy Hope Davis on Sept. 13 appointed four creditors
to serve on the official committee of unsecured creditors of New
Cal-Neva Lodge, LLC.  The Committee hired Pachulski Stang Ziehl &
Jones LLP, as legal counsel; Province, Inc. as financial advisor;
Fennemore Craig P.C. as Nevada counsel.


CALATLANTIC GROUP: Moody's Rates Proposed $100MM Unsec. Notes Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to CalAtlantic
Group, Inc.'s proposed $100 million unsecured notes that will be
added on to its existing $300 million 2024 unsecured notes. In
addition, CalAtlantic is also proposing to issue another $100
million notes that will be added on to its existing $300 million
2026 notes that are rated Ba2. The $200 million proceeds will be
used to repay the company's existing 8.4% $230 million senior
unsecured notes at maturity in May 2017. CalAtlantic's Corporate
Family Rating is Ba2 and outlook is stable.

The following rating actions were taken:

   Proposed $100 million add-on to existing senior unsecured notes
due 2024, assigned Ba2 (LGD4).

The Ba2 rating on the $230 million unsecured notes due 2017 will be
withdrawn at the close of this transaction.

RATINGS RATIONALE

CalAtlantic's Ba2 Corporate Family Rating is supported by its
business profile that includes good size and scale, a nationally
diversified geographic footprint, and a full array of product
offerings. Formed by the merger of Standard Pacific and Ryland
Group in 2015, CalAtlantic is the fourth largest homebuilder in the
US with $6.4 billion in revenues in 2016. The combined entity has a
geographic footprint spanning from coast to coast in 17 states and
41 metropolitan statistical areas. CalAtlantic also has a wide
product offering including entry level, move up, active adult
communities, and luxury homes. CalAtlantic's credit metrics are
appropriate for the rating category; it finished 2016 with a
homebuilding debt to capitalization ratio of 45.1% and homebuilding
EBIT interest coverage of 3.8x. Moody's is projecting modest
deleveraging to just below 45% with homebuilding EBIT interest
coverage moving above 4.0x in 2017. At the same time, the rating
considers gross margins that, as for most of the homebuilding
industry, will weaken in 2017. CalAtlantic finished 2016 with gross
margins of 21.9% and Moody's expects this metric to approach 20% in
2017.

CalAtlantic's SGL-2 Speculative Grade Liquidity (SGL) Rating
reflects the company's good liquidity profile and takes into
consideration internal liquidity, external liquidity, covenant
compliance, and alternate liquidity. As of December 31, 2016, the
company had $191 million of unrestricted cash on the balance sheet.
CalAtlantic has a $750 million revolving credit facility that, as
of December 31, 2016, had $638 million available to be drawn. The
credit facility is subject to a series of covenants including a
minimum tangible net worth of $1.9 billion, a maximum net
homebuilding leverage ratio of 2.0 to 1.0, and a minimum EBITDA
interest coverage of 1.25x. Moody's projects the company to have
significant cushion under each of these for the next 12 to 18
months. CalAtlantic's debt capital structure is unsecured, giving
it ample alternate liquidity options with its unencumbered land
supply.

The stable outlook reflects that the company's credit metrics are
anticipated to improve over the next 12-18 months as industry
conditions steadily advance.

The ratings could be upgraded if the company's homebuilding debt to
capitalization is sustained below 40%, homebuilding interest
coverage is close to 6.0x, and homebuilding gross margins are well
above 20%.

The ratings could be downgraded if homebuilding debt to
capitalization increases above 50% on a sustained basis,
homebuilding interest coverage falls below 3.5x, there is a
deterioration in profitability or weakening of industry conditions,
or if the company engages in any sizable acquisition and/or
shareholder friendly activities.

The principal methodology used in this rating was Homebuilding And
Property Development Industry published in April 2015.

Headquartered in Irvine, California and formed by the 2015 merger
of Standard Pacific Corp. and The Ryland Group, Inc., CalAtlantic
Group, Inc. ("CalAtlantic") constructs and sells single-family
attached and detached homes. The company operates in 41
metropolitan statistical areas (MSAs) and is in the entry-level,
move-up, luxury, and active adult segments. CalAtlantic is the
fourth largest homebuilder in the United States with revenues for
the trailing twelve months (TTM) December 31, 2016 of $6.4 billion.


CALIFORNIA PROTON: Sets Bidding Procedures for Proton Center
------------------------------------------------------------
California Proton Treatment Center asks the U.S. Bankruptcy Court
for the District of Delaware to authorize the bidding procedures in
connection with the sale of its freestanding healthcare center in
San Diego, California ("Proton Center").

A hearing on the Motion is set for April 12, 2017 at 10:00 a.m.
The objection deadline is April 5, 2017 at 4:00 p.m.

The Debtor operates the Proton Center, which provides proton
radiation treatment services for patients with cancerous solid
tumors.  It is an approximately 100,000 square foot purpose-built
facility that is unique to the region, housing proton therapy
equipment, as well as diagnostic, planning, and treatment
equipment.  It is staffed with full-time physicians and medical
support personnel experienced in the use of proton therapy.

The Proton Center opened in February 2014 and is staffed pursuant
to the Scripps Management Agreement between the Debtor and Scripps
Clinic Medical Group, Inc., pursuant to which the Debtor is
generally responsible for maintaining the non-medical aspects of
the Proton Center's operations (such as utilities, maintenance,
property taxes, property management, etc.), and for supplying and
maintaining the proton systems equipment necessary to deliver
proton therapy to patients, while Scripps, in turn, is responsible
for delivering the actual medical care to the patients.  In such
capacity, Scripps is responsible for hiring physicians and other
health care personnel (all of whom are employees of Scripps, not
the Debtor), maintaining the patients' medical records, and
facilitating medical billing and revenue collection.  The agreement
provides for an allocation of revenue generated in connection with
the Proton Center—following the payment of specified expenses.

Since its opening in February 2014, the Proton Center has not
attracted a sufficient number of patients to operate on a
break-even or profitable basis and has incurred substantial
operating losses.  As a result, the Debtor has relied on continual
funding from its prepetition lenders to maintain operations at the
Proton Center.  Given the financial underperformance of the Proton
Center, the Debtor has concluded that to maximize the value of its
assets, the Debtor should pursue a sale of the Proton Center —
with such sale to be free and clear of the Scripps Management
Agreement if the buyer so requests.

Scripps has a contractual right to provide health care services at
the Proton Center but does not have property rights in the Proton
Center itself.  

To resolve an actual controversy with Scripps on this subject, the
Debtor filed its Complaint for Declaratory and Related Relief
against Scripps on March 21, 2017.  The Debtor has commenced the
chapter 11 case and has filed the Motion and the Complaint to
facilitate a sale of the Proton Center and the other Assets.

Either the parties will reach agreement on a sale subject to the
Scripps Management Agreement, or else the Court can order that the
Proton Center and the other Assets be sold free and clear of all
interests, including Scripps' alleged claims and interests under
the Scripps Management Agreement, pursuant to Section 363(f) of the
Bankruptcy Code, and any claim Scripps may assert to adequate
protection can be resolved through a reserve from the sale
proceeds.

The Debtor and its professionals will market the Assets prior to
the Auction, in the manner set forth in the Bidding Procedures
Order.  During this marketing process, the Debtor reserves the
right, subject to consultation with  ORIX Capital Markets, LLC
("Agent"), to enter into Stalking Horse Agreement with a bidder if
the Debtor believes that such an agreement will further the
purposes of the Auction by, among other things, enticing value
maximizing bids.

Accordingly, the Debtor asks authority, in the exercise of its
reasonable business judgment and after consultation with the Agent,
to offer the Stalking Horse Bidder any or all of these as part of a
Stalking Horse Agreement:

   a. a Break-Up Fee in an amount to be determined by the Debtor,
not to exceed 3% of the total purchase price offered by the
Stalking Horse Bidder in the Stalking Horse Agreement;

   b. reimbursement of the Stalking Horse Bidder's reasonable and
actual fees and expenses incurred as the Stalking Horse Bidder up
to $250,000; and

   c. initial overbid protection in the amount of $100,000.

The Debtor also asks that, to the extent the Debtor enters into a
Stalking Horse Agreement, any Break-Up Fee and/or Expense
Reimbursement be granted administrative expense priority under
Sections 503(b) and 507(a)(2) of the Bankruptcy Code.

The Debtor's prepetition lenders were unwilling to lend any further
amounts to the Debtor without reasonable certainty of a successful
sale process by the Debtor once the chapter 11 case commenced.
Therefore, one of the conditions to the Debtor's use of
debtor-in-possession financing is the pursuit of an expedited sale
process.  To that end, the Debtor has hired Cain Brothers &
Company, LLC to serve as its investment banker.

On March 3, 2017, the Bankruptcy Court entered the Interim DIP
Order approving the postpetition financing package ("DIP Facility")
offered by the Debtor's prepetition lenders, with Agent serving as
the administrative agent for the DIP Lenders under the DIP
Facility.  

The DIP Facility requires that (i) a motion for authority to sell
substantially all of the Debtor's assets pursuant to Section 363 of
the Bankruptcy Code be filed no later than 30 days after the filing
of the Debtor's bankruptcy petition; (ii) the Court enters an order
approving sale motion on terms acceptable to the Required DIP
Lenders under the DIP Facility within 21 days of filing the sale
motion; (iii) the bidding procedures order must specify the DIP
Lenders' unconditional right to credit bid for the Assets, (iv) any
sale will pay the DIP Facility in full; (v) all bids will be due
within 60 days after the entry of the order approving the bidding
procedures, (vi) the Debtor will commence an auction within 3
business days after the deadline for submitting bids; (vii) an
order approving a sale pursuant to Section 363 of the Bankruptcy
Code will be entered within 10 business days after the deadline for
submitting bids; and (viii) within 25 days after the deadline for
submitting bids or 5 calendar days after all necessary regulatory
approvals are completed, the Debtor will have consummated the
sale.

As part of the proposed sale process, the Debtor, Cain, and the
Debtor's other advisors will engage in a robust marketing effort
for the Debtor's assets, contacting both financial and strategic
investors regarding a potential sale process.

The Debtor believes a prompt sale of the Assets represents the best
option available for all stakeholders in the chapter 11 case.
Moreover, it is critical for the Debtor to execute on a sale
transaction within the timeframe contemplated by the Debtor's
agreements with its postpetition lender as embodied in the proposed
DIP Order, otherwise the Debtor will trigger a default under the
DIP Order.

The Debtor asks that the Court approves the general timeline, with
the assumption that the Court will enter an order granting the
Motion at the April 12, 2017 omnibus hearing for the bankruptcy
case.  These dates are subject to change in the event that the
Bankruptcy Court does not enter an order at that hearing:

   a. Contract Cure Objection Deadline: Objections to the potential
assumption and assignment of any Contract will be filed and served
no later than 4:00 p.m. (PET) on the day that is 14 calendar days
after the service of the Cure and Possible Assumption and
Assignment Notice.

   b. Bid Deadline: June 12, 2017 at 11:59 p.m. (PET)

   c. Auction: The Auction, if necessary, will be held at the
offices of Polsinelli PC, 222 Delaware Avenue, Suite 1101,
Wilmington, Delaware on June 15, 2017 at 10:00 a.m. (PET).

   d. Sale Objection Deadline: Objections to the Sale will be filed
and served no later than 4:00 p.m. (PET) on June 19, 2017.

   e. Sale Hearing: Consistent with the Court's availability and
schedule, the Sale Hearing will commence on June 22, 2017 at 10:00
a.m. (PET).

To optimally and expeditiously solicit, receive, and evaluate bids
in a fair and accessible manner, the Debtor has developed and
proposed Bidding Procedures.

The salient terms of the Bidding Procedures are:

   a. Good Faith Deposit: Amount equal to 10% of the proposed
purchase price.

   b. Terms:  A Bid should propose a Sale involving substantially
all of the Debtor's Assets.  The Debtor will evaluate all Bids to
determine whether such Bid(s) maximizes the value of the Debtor's
estate as a whole.  The Transaction Documents will also identify
any executory contracts and unexpired leases of the Debtor that the
Bidder wishes to have assumed and assigned to it.  The Debtor will
consider proposals for less than substantially all of the Debtor's
assets or operations.

   c. Bid Deadline: June 12, 2017 at 11:59 p.m. (PET)

   d. Right to Credit Bid: The Agent will be deemed to be a
Qualified Bidder and is not required to make any Good Faith
Deposit.

   e. Bidding Increments and Overbid: $100,000

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

          http://bankrupt.com/misc/California_Proton_96_Sales.pdf

If one or more Qualified Bids are received by the Bid Deadline, the
Debtor will conduct an Auction to determine the highest and best
Qualified Bid.

The Debtor believes that the proposed Bidding Procedures will
promote active bidding from seriously interested parties and will
elicit the highest or otherwise best offers available for the
Assets.

Pursuant to the Motion, the Debtor is seeking the pre-approval of
the Court to allow the Debtor to choose, subject to consultation
with the Agent, a Stalking Horse Bidder at any time after entry of
the Bidding Procedures Order, and to offer that bidder the Bid
Protections without the need to return to court for further
approval.  The Debtor believes that such relief is warranted to
ensure the Debtor's ability to take advantage of a potentially
value-maximizing bid.

The Sale contemplates the potential assumption and assignment of
the Contracts to the Successful Bidder arising from the Auction, if
any.  Accordingly, the Debtor asks that the court approves the
Assumption Procedure set forth in the Bidding Procedures Order.

The Debtor submits that the Successful Bidder's purchase agreement
will constitute the highest or otherwise best offer for the Assets
and will provide a greater recovery for the Debtor's estate than
would be provided by any other available alternative.  As such, the
Debtor's determination to sell the Assets through an Auction
process and subsequently to enter into the purchase agreement with
the Successful Bidder will be a valid and sound exercise of the
Debtor's business judgment.  Therefore, the Debtor asks that the
Court makes a finding that the proposed sale of the Assets is a
proper exercise of the Debtor's business judgment and is rightly
authorized.

The Debtor asks entry of an order at the conclusion of the Sale
Hearing: (i) authorizing and approving the Sale of the Assets to
the Successful Bidder on the terms substantially set forth in the
Successful Bid; (ii) authorizing and approving the Sale of all or
substantially all of the Assets free and clear of liens, claims,
encumbrances, and other interests, including, without limitation,
Scripps' claimed interests in the Proton Center, all in accordance
with the Successful Bid; (iii) authorizing the assumption and
assignment of the Contracts; and (iv) granting any related relief.

The Debtor reserves the right to file and serve any supplemental
pleading or declaration that the Debtor deems appropriate or
necessary in its reasonable business judgment, including any
pleading summarizing the competitive bidding and sale process and
the results thereof, in support of its request for entry of the
Sale Order before the Sale Hearing.

          About California Proton Treatment Center

California Proton Treatment Center filed for Chapter 11 bankruptcy
protection (Bankr. D.
Del. Case No. 17-10477) on March 1, 2017, estimating its assets and
debt at $100 million to $500 million.  The petition was signed by
Jette Campbell, chief restructuring officer. Judge Selber
Silverstein presides over the case.

Locke Lord LLP serves as the Debtor's general counsel.  Christopher
A. Ward, Esq., at Polsinelli PC serves as co-counsel for the
Debtor.  Cain Brothers & Company, LLC, is the Debtor's investment
banker.  Carl Marks Advisory Group LLC serves as the Debtor's
financial advisor.


CARDTRONICS INC: Moody's Rates Proposed $300MM Sr. Unsec. Bonds Ba3
-------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Cardtronics,
Inc.'s proposed $300 million senior unsecured bond issue. Proceeds
from this financing will be used to partially repay borrowings
under the issuer's revolver which were utilized to fund the
purchase of DirectCash Payments Inc. by Cardtronics' parent
company, Cardtronics plc, in January 2017.

Moody's assigned the following ratings:

Issuer: Cardtronics, Inc.

$300 million Senior Unsecured Notes due 2025 -- Ba3 (LGD-4)

RATINGS RATIONALE

The Ba2 Corporate Family Rating ("CFR") reflects Cardtronics'
elevated pro forma leverage of approximately 3x immediately
following the completion of the DirectCash acquisition as well as
the company's inherent exposure to long term secular risks
associated with potentially limited growth, and possible
contraction, in cash-based transactions. The CFR additionally
considers uncertainties relating to the company's ability to
maintain surcharge and interchange rates as well as manage
pressures on profitability arising from potential increases in
interest rates within its markets. However, the rating is supported
by Cardtronics' established market position as the world's largest
operator of automated teller machines ("ATMs"), a track record of
strong business expansion in recent years, and predictable
operating cash flow derived from transaction-based revenues.

The Ba3 ratings for Cardtronics' proposed senior unsecured notes as
well as the presently outstanding $250 million senior unsecured
notes reflect the issuer's Ba2-PD Probability of Default (PDR)
Rating and a Loss Given Default (LGD) assessment of LGD4. Moody's
does not rate Cardtronics' senior secured revolving credit facility
due 2021 or the company's $287.5 million (face amount) senior
unsecured convertible notes due 2020. The borrowings under the
revolving credit facility are secured by a first priority security
interest in substantially all assets of the company. The Ba3 rating
on the senior unsecured notes, which is one notch below the CFR,
reflects the subordination of these bonds to the senior secured
revolving credit facility. The LGD assessment of the senior
unsecured notes (LGD4) reflects the likelihood of relatively high
loss absorption by the senior unsecured debt class in the event of
a default.

Cardtronics' SGL-2 speculative grade liquidity rating is presently
supported by an unrestricted pro forma cash balance of $49.1
million as of December 31, 2016 as well as Moody's expectation that
the company will generate free cash flow of more than $100 million
over the next 12 months with no meaningful debt maturing over this
time frame. Additionally, the company's liquidity is bolstered by
the repayment of a significant portion of borrowings under
Cardtronics' revolving credit facility due in 2021 from proceeds of
the proposed senior unsecured notes issue. Pro forma for this
repayment, approximately $189.6 million will be outstanding under
the revolver as of December 31, 2016 which will be concurrently
downsized from a commitment of $600 million to $400 million.
Moody's expect Cardtronics to maintain good liquidity over the
coming 12 months while applying free cash flow predominantly
towards the further repayment of its credit facility.

The stable outlook reflects Moody's expectations that Cardtronics'
revenues will decline moderately in the next 12 months due to the
pending loss of the company's largest customer in July 2017. Pro
forma total debt to EBITDA is expected to modestly contract towards
the high-2x level during this period based principally on the
expectation that Cardtronics will utilize free cash flow to
gradually repay borrowings associated with the DirectCash
purchase.

FACTORS THAT COULD LEAD TO AN UPGRADE

The rating could be upgraded if Cardtronics demonstrates consistent
growth in free cash flow driven by organic revenue expansion and is
able to sustain debt to EBITDA leverage below 2x (Moody's
adjusted).

FACTORS THAT COULD LEAD TO A DOWNGRADE

The rating could be downgraded if Cardtronics is unable to maintain
total debt to EBITDA (Moody's adjusted) below 3x and free cash flow
weakens to below the mid-teens percentage of total debt for a
protracted time period. Additionally, Cardtronics' ratings could be
downgraded if the company's sales are materially impacted by a
decline in ATM transactions or increased usage of
non-cash/electronic payment methods or technologies.

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

Cardtronics provides consumer financial services through its
network of ATMs and multi-function financial services kiosks.
Cardtronics' customers primarily include large and small retailers,
operators of facilities such as shopping malls and airports, and
financial institutions. Moody's expects Cardtronics to generate
$1.45 billion in sales in 2017.


CARDTRONICS PLC: S&P Revises Outlook to Neg. & Affirms 'BB+' CCR
----------------------------------------------------------------
S&P Global Ratings revised the rating outlook on Houston –based
Cardtronics plc (prior parent Cardtronics Inc.) to negative from
stable and affirmed its 'BB+' corporate credit rating.

At the same time, S&P assigned a 'BB+' issue-level rating and '4'
recovery rating to the company's proposed $300 million senior
unsecured notes due 2025.  The '4' recovery rating indicates S&P's
expectation of average recovery (30%-50%; rounded estimate: 40%) in
the event of payment default.

In addition, the company has redomiciled to the U.K. and S&P is
assigning a CCR of 'BB+' with a Negative outlook to the new parent,
Cardtronics plc.

S&P also revised the recovery rating on the existing senior
unsecured notes to '4' (30%-50%; rounded estimate: 40%) from '3'
given the additional unsecured debt in the capital structure and
affirmed S&P's 'BB+' issue-level ratings on those issues.

Finally, S&P affirmed the 'BBB-' issue level rating on the
first-lien revolver.  The recovery rating is '1', indicating S&P's
expectation of very high recovery (90%-100%; rounded estimate: 95%)
in the event of payment default.

"The outlook change reflects our view that leverage could approach
3x in 2018 through EBITDA decline, from the high-2x area at the end
of 2016 (pro forma for the acquisition of DCP) following the loss
of the company's largest customer (7-Eleven), which represented
about 18% of 2016 revenues and 30% of EBITDA," said S&P Global
Ratings credit analyst Craig Sabatini.  S&P expects the ATM
removals will occur in the second half of 2017 and that the
relationship will be fully unwound by the end of 2017.  While, S&P
believes most of the lost 7-Eleven EBITDA will be replaced through
the acquisition of DPC, along with cost-cutting initiatives, the
company's proprietary Allpoint network will lose 15% of its ATM
base (8,000 ATMs), which could reduce the value of the network to
participating banks.

S&P's ratings on Cardtronics also considers the company's leading
U.S. market position, recurring revenue base (derived primarily
from transaction fees, including interchange), and improving
geographic diversification and customer concentration.  Cardtronics
has pursued several acquisitions over the past few years to expand
its operating scale and international footprint, all of which it
achieved while maintaining adjusted leverage below 3x.
Cardtronics' recent acquisition of DCP, its largest purchase
to-date, established new markets in Australia and New Zealand and
further scaled the company's presence in Canada and the U.K.  Also,
the loss of the 7-Eleven contract will reduce the size of the
company's largest customer to 6% from 18%, mitigating the risk that
future customer losses will have a meaningful impact on the
company's financial metrics.

Excluding 7-Eleven, Cardtronics' global network now covers around
223,000 ATMs, primarily at nonbanking sites such as convenience
stores, grocery stores, drugstores, and other retailers.  Its
contracts with retailers and banks average about five to seven
years.

ATM operators such as Cardtronics face the ongoing threat of lower
demand due to growing adoption of electronic payments and digital
wallets.  In S&P's view, opportunities to organically add large
numbers of ATMs at high-traffic, high-volume sites in the U.S.
market are limited, given mature market conditions and strong
competition from large bank-operated ATM networks.  According to
Nilson's December 2016 report, cash purchase transactions are
expected to be relatively flat in the U.S. through 2020, as card
and electronic based payments continue to grow as the primary means
of consumer purchase transactions.  As such, S&P expects
Cardtronics will pursue growth in developing countries where cash
is still a dominant method of payment.

S&P's base-case scenario assumes:

   -- Real U.S. GDP growth of 2.4% in 2017 and 2.3% in 2018
   -- Organic revenue growth in the low- to mid-single digits
   -- 7-Eleven contract unwinds completely in the second half of
      2017
   -- EBITDA margin in the low-20% area, recovering to mid-20%
      area over the next two years

Based on these assumptions, S&P arrives at these credit measures:

   -- Adjusted leverage remains elevated in the high-2x to 3x area

      over the next 12 to 18 months.
   -- Free cash flow to debt in the low-teens percentage area
      through 2018.

The negative rating outlook reflects S&P's concerns that leverage
could approach 3x in 2018 through a decline in EBITDA, and that the
loss of a large number of ATMs could dampen the appeal of the
company's proprietary Allpoint network to participating banks
resulting in further operating pressure.  Additionally, S&P
believes the lack of growth in cash usage in mature markets will
likely lead to continued acquisitions to achieve growth, such that
the company's leverage could remain above its historical levels.

Over the next 12 to 18 months, S&P could lower the rating if
leverage exceeds 3x, without prospects of declining to about 2.5x
and remain there beyond 2018.  This could result from rapid decline
in ATM usage, inability to organically replace the EBITDA lost from
its major contract, or large debt-funded acquisitions.

Given that the outlook is negative, an upgrade over the coming year
is unlikely.  However, S&P could consider a higher rating over the
longer term if the company can increase scale globally, maintain
leverage under 2.5x and sustain FCF/Debt over 15% while growing
revenues organically.


CARTER ELECTRIC: Sale of Martinez Property to Mastermind Approved
-----------------------------------------------------------------
Judge Susan D. Barrett of the U.S. Bankruptcy Court for the
Southern District of Georgia authorized Carter Electric Co., Inc.'s
sale of real property located at 3940 Washington Road, Martinez,
Georgia, to with Mastermind Games of Augusta, LLC; and assumption
and assignment of unexpired lease ("Lease").

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

At closing, the closing attorney will pay in full the claim of
State Bank that is secured by the Property and will pay all
necessary costs of closing as provided in the sales contract, with
the remaining proceeds ("Net Proceeds") remitted as provided.

Any lien held by the Internal Revenue Service will attach to the
Debtor's portion of the Net Proceeds that are to be deposited into
the IOLTA trust account of Debtor's attorney.

The closing attorney will remit one-half of the Net Proceeds to
Margaret Carter, the co-owner of the Property.

Upon the sale closing, the Lease is assumed pursuant to II U.S.C.
Section 363 and the Debtor's rights and obligations under the Lease
are fully assigned to the Purchaser.

                    About Carter Electric

Carter Electric Co., Inc., sought Chapter 11 protection (Bankr.
S.D. Ga. Case No. 16-11007) on July 26, 2016.  Judge Susan D.
Barrett is assigned to the case.

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

The Debtor tapped Todd Boudreaux, Esq., at Boudreaux Law Firm, as
counsel.

The petition was signed by Walter P. Carter, president.


CCC INFORMATION: S&P Lowers CCR to 'B-' on Increase of Term Loan B
------------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
Chicago-based CCC Information Services Inc. to 'B-' from 'B'.  The
outlook is stable.

S&P also lowered its issue-level ratings on the company's
first-lien credit facilities to 'B' from 'B+'.  S&P's recovery
rating remains '2', indicating its expectation for substantial (70%
to 90%; rounded estimate: 70%) recovery in the event of a default.
In addition, S&P lowered the issue-level rating on the
$375 million second-lien term loan due 2025 to 'CCC' from 'CCC+'
The recovery rating remains '6', indicating S&P's expectation of
negligible (0%-10%; rounded estimate: 0%) recovery in the event of
a payment default.

"The downgrade reflects the company's aggressive financial policy
with pro forma trailing-12-month leverage of 10x at transaction
close," said S&P Global Ratings credit analyst Andrew Yee.  Despite
S&P's expectation of low- to mid-teens organic revenue growth and
EBITDA margin expansion in 2017, S&P anticipates leverage to exceed
7.5x over the next 12 months.

The ratings on CCC reflect the company's relatively narrow product
focus within the highly competitive and mature U.S. auto claims
software market and its tolerance for high debt leverage.  Its
No. 1 market position in the auto claims business and its high
recurring revenue base offset these risks.

Total revenues grew about 8.5% in 2016 primarily driven by strong
upselling to existing customers including insurers and repair shops
within its auto claims business.  Over the next 12 months S&P
expects revenue growth to accelerate to the 13% area, as a result
of recent competitive wins in its auto and casualty businesses and
further upselling opportunities primarily driven by repair shops
seeking to participate in insurers' direct repair programs (DRP).

CCC's adjusted EBITDA margins were 30% in 2016, flat year over
year.  Over the next 12 months S&P expects margins to increase to
the low-30% area driven by improved operating leverage as a result
of recently identified contract wins and a scaling parts
procurement business.

CCC Information Services Inc. provides workflow tools and enabling
technologies to auto repair shops, parts suppliers, and property
and casualty insurance carriers.  The company provides the
technology and data to analyze auto collision claims and repairs.
It offers CCC ONE Total Repair Platform, a collision repair
software that combines estimating, shop management, and DRP
performance in an application.

Although CCC operates in a very competitive and mature North
American market, it is growing faster than its peers primarily
through upselling existing customers to new products.  CCC competes
with two major competitors within the North American market, MIH
Parent Inc. (doing business as Mitchell International) and Solera
Holdings Inc.  Although CCC has expanded its product offerings, it
primarily focuses on the property and casualty claim market.  CCC's
workflow solutions are deeply integrated into its customers'
systems and processes resulting in high switching costs, ultimately
leading to good revenue visibility and stable zBITDA margins.  As a
result, CCC has a large recurring revenue base and strong customer
retention rates in the 98% area.

The stable outlook reflects S&P's expectation that leverage will
remain in excess of 7.5x over the next 12 months, despite its
expectations for low to mid teen percentage organic revenue growth
and EBITDA margin expansion and for FOCF to debt ratio to be in the
mid-single-digit percent area.

S&P could raise the rating over the next 12 months if leverage
declines and sustains below 7.5x, while the company continues to
achieve its strong revenue growth and improves its margin profile.

While it is unlikely over the next 12 months, S&P could lower the
rating if increased competition results in weaker-than-expected
revenue and EBITDA growth leading to leverage near or exceed the
current level, or if FOCF generation becomes negative, resulting in
less-than-adequate liquidity.


CHARLES STREET PLACE: Taps Cynthia B. Lloyd as Legal Counsel
------------------------------------------------------------
Charles Street Place, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to hire legal counsel.

The Debtor proposes to hire the Law Office of Cynthia B. Lloyd to
prepare a bankruptcy plan, assist in resolving disputed claims, and
provide other legal services related to its Chapter 11 case.

Cynthia Lloyd, Esq., will charge an hourly fee of $375 for her
services.   Associate attorneys and paralegals will charge $250 per
hour and $125 per hour, respectively.

Ms. Lloyd disclosed in a court filing that her firm does not
represent any interest adverse to the Debtor or its bankruptcy
estate.

The firm can be reached through:

     Cynthia B. Lloyd, Esq.
     Law Office of Cynthia B. Lloyd
     4888 Loop Central Dr., Suite 445
     Houston, TX 77081
     Tel: (713) 660-7400
     Fax: (713) 660-9921
     Email: cblloyd408@yahoo.com

                   About Charles Street Place

Based in Houston, Texas, Charles Street Place, LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Texas Case No. 17-31462) on March 6, 2017.  The case is assigned to
Judge Jeff Bohm.  The Debtor listed under $1 million in both assets
and liabilities.

The case was initially filed as "Charles Street Properties, LLC".
At the hearing on March 29, 2017, the Debtor's counsel, Cynthia B.
Lloyd, Esq., asked the Court to change the case title from Charles
Street Properties, LLC to Charles Street Place, LLC.

Also at the March 29 hearing, the Court directed Ms. Lloyd to file
Plan and Disclosure by July 5, 2017.  The case status conference is
continued to April 25, 2017 at 1:30 p.m. at Houston, Courtroom 600
(JB).


CHARTER COMMUNICATIONS: Fitch Rates New 2047 Notes Reopening BB+
----------------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to Charter
Communications Operating, LLC's (CCO) proposed issuance of senior
secured notes due 2047. Additionally, Fitch rates CCO Holding,
LLC's (CCOH) proposed reopening of the 5.125% senior unsecured
notes due 2027, which were first issued in January 2017, 'BB+'. CCO
and CCOH are indirect, wholly owned subsidiaries of Charter
Communications, Inc. (Charter). The Issuer Default Ratings (IDRs)
of CCO and CCOH are 'BB+' with a Stable Outlook.

The company is expected to use proceeds from the aforementioned
offerings for general corporate purposes, including potential
buybacks of Class A common stock of Charter Communications, Inc.
(Charter) or common units of Charter Communications Holdings, LLC,
a subsidiary of Charter. Pro forma for the January and March
issuances and subsequent note repurchases, Charter had
approximately $60.8 billion of debt outstanding as of Dec. 31,
2016, including $45.4 billion of senior secured debt.

Fitch expects Charter to continue to create additional debt
capacity primarily through EBITDA growth. Charter management has
stated it plans to target the low end of its target leverage range
of 4x to 4.5x. Proceeds from prospective debt issuances under
additional debt capacity created are expected to be used for
investment in the business, accretive acquisitions and shareholder
returns.

KEY RATING DRIVERS

M&A Activity Credit-Positive: Charter completed its merger with TWC
and acquisition of Bright House Networks (Bright House) (the
Transactions) in May 2016. Fitch continues to view the Transactions
positively and believes they strengthen Charter's overall credit
profile. Fitch estimates that on a pro forma basis for the last 12
months (LTM) ended Dec. 31, 2016, including a full year of the
Transactions and recent debt issuances, total leverage was 4.2x
while senior secured leverage was 3.2x.

Integration Key to Success: Integration risks are elevated with two
simultaneous transactions, and Charter's ability to manage the
integration process and limit disruption to the company's overall
operations is key to the success of the Transactions.

Credit Profile Changes: Following the Transactions, the company
served 24.8 million residential customers as of Dec. 31, 2016 and
is the second largest cable multiple-system operator in the
country. As of Dec. 31, 2016, pro forma LTM revenue and EBITDA
totalled approximately $40 billion and $14.5 billion, respectively.
Charter's pro forma leverage has declined since June 30, 2016, the
company's first quarterly reporting after the Transactions'
closings, when total pro forma total leverage and senior secured
leverage peaked at 4.4x and 3.5x, respectively. The decline was
driven primarily by EBITDA growth as Charter benefited from ongoing
operating improvements. Charter's total leverage target remains
unchanged, ranging between 4x and 4.5x, with the company targeting
the lower end of the range.

Improving Operating Momentum: Charter's operating strategies are
having a positive impact on the company's operating profile,
resulting in a strengthened competitive position. The
market-share-driven strategy, focused on enhancing Charter's video
service competitiveness and leveraging its all-digital
infrastructure, is improving subscriber metrics, growing revenue
and average revenue per unit (ARPU) trends, and stabilizing
operating margins.

KEY ASSUMPTIONS

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

-- Mid-single-digit pro forma revenue growth highlighted by
    continued high-speed data and commercial service revenue
    growth.

-- Pro forma EBITDA margin improves as ARPU growth from
    subscribers taking more advanced video services and higher-
    speed data service tiers offsets increased programming costs
    and spending to enhance customer service and products.

-- Fitch estimates Charter will generate more than $4 billion of
    free cash flow (FCF) in 2017.

RATING SENSITIVITIES

Positive rating actions would be contemplated given the following:

-- Integrating TWC and Bright House while limiting disruption in
    the company's overall operations;

-- Demonstrating continued progress in closing gaps relative to
    its industry peers in service penetration rates and strategic
    bandwidth initiatives;

-- Operating profile strengthens as the company captures
    sustainable revenue and cash flow growth envisioned when
    implementing the current operating strategy;

-- Reduction and maintenance of total leverage below 4.0x.

Fitch believes negative rating actions would likely occur given the
following:

-- A leveraging transaction or the adoption of a more aggressive
    financial strategy that increases leverage beyond 5.5x in the
    absence of a credible deleveraging plan;

-- Adoption of a more aggressive financial strategy;

-- A perceived weakening of Charter's competitive position or
    failure of the current operating strategy to produce
    sustainable revenue and cash flow growth along with
    strengthening operating margins.

LIQUIDITY

Fitch regards Charter's liquidity position and overall financial
flexibility as satisfactory given the rating category. Charter's
financial flexibility will improve in step with the growth of FCF
generation following the Transactions. Charter generated $2.6
billion of FCF during the LTM ended Dec. 31, 2016. Fitch expects
Charter to generate more than $4 billion of FCF in 2017 with the
inclusion of a full year of the Transactions.

The company's liquidity position at Dec. 31, 2016 includes cash of
$1.5 billion and is supported by $2.8 billion of borrowing capacity
from its $3 billion revolver, which expires in May 2021, and
anticipated FCF generation. Charter's pro forma maturity profile is
manageable with less than 10% of outstanding debt maturing before
2020, including $197 million remaining in 2017 (pro forma for the
refinancing of $2 billion of TWC senior notes due 2017), $2.2
billion in 2018 and $3.5 billion in 2019.


CHARTER COMMUNICATIONS: Moody's Rates Proposed Sec. Notes 'Ba1'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the proposed
secured notes of Charter Communications Operating, LLC, a wholly
owned subsidiary of Charter Communications, Inc. Charter is also
expected to issue an add-on to its unsecured notes due 2027 that
was issued in January 2017. In total, the company is expected to
issue $1.5 billion of new debt. The company expects to use these
proceeds for general corporate purposes, which may include share
repurchases. The company's Ba2 corporate family rating (CFR) and
Ba2-PD probability of default rating remain unchanged. CCO
Holdings, LLC's, a wholly owned subsidiary of the company, B1
unsecured rating also remains unchanged. The outlook remains
stable.

A summary of action follows:

Assignments:

Issuer: Charter Communications Operating, LLC

-- Senior Secured Regular Bond/Debenture, Assigned Ba1 (LGD 3)

RATINGS RATIONALE

Charter's Ba2 CFR is supported by the incremental scale and
expectation for expansion in EBITDA following TWC and BHN's
acquisitions and integration. Following completion of the
integration, the new entity is benefiting from stronger operating
synergies, a larger geographic footprint and opportunities,
enhanced margins and stronger free cash flow generation. Charter is
achieving the synergies primarily through greater purchasing power
when it comes to acquiring programming content, as well as reducing
corporate overhead and being able to spread overhead costs over a
much larger customer base. Also, Charter is able to achieve scale
benefits in the purchasing of customer premise equipment (CPE),
which constitutes a large portion of cable operators' capital
expenditures. Pro forma leverage of approximately 4.3 times
debt-to-EBITDA (for the year ended 2016, including the proposed
transaction and incorporating Moody's standard adjustments) is
currently in-line for the rating. Moody's expects EBITDA to grow in
2017, although Moody's believes the company will utilize its
increased debt capacity to further fund shareholder distributions.
The company's market position should remain solidly positioned,
with a leading broadband infrastructure and growing commercial
opportunity. The Ba2 CFR is supported by Charter's number two
wireline triple-play market position (behind only Comcast
Corporation -- A3, Stable) with approximately 17.2 million video
customers, 22.6 million high speed data customers and 11.1 million
telephony customers. Pro forma revenue for the year ended 2016 was
approximately $40 billion and EBITDA was approximately $14.5
billion (Moody's adjusted).

The stable outlook reflects Moody's expectations that Charter's
debt-to-EBITDA (incorporating Moody's standard adjustments) will be
sustained below 4.5x over the rating horizon and the company will
continue to generate positive free cash flow and maintain good
liquidity.

Moody's would consider an upgrade of the ratings with continued
improvements in both financial and operating metrics and a
commitment to sustain a moderately stronger credit profile.
Specifically, Moody's could upgrade the CFR based on expectations
for sustained leverage below 4.0x debt-to-EBITDA and free cash
flow-to-debt in excess of 5%, along with maintenance of good
liquidity. A higher rating would require clarity on fiscal policy,
as well as product penetration levels more in line with industry
averages and growth in revenue and EBITDA per homes passed. Moody's
would likely downgrade ratings if another sizeable debt funded
acquisition, ongoing basic subscriber losses, declining penetration
rates, and/or a reversion to more aggressive financial policies
contributed to expectations for sustained leverage above 4.5x
debt-to-EBITDA or sustained low single digit or worse free cash
flow-to-debt.

Charter is one of the largest US domestic cable multiple system
operators serving over 25 million customer relationships, 22.6
million broadband subscribers, 17.2 million video subscribers and
11.1 million voice subscribers. Charter maintains its headquarters
in Stamford, Connecticut. Pro forma revenue for the year ended 2016
was approximately $40 billion.


CHARTER COMMUNICATIONS: S&P Retains 'BB+' Rating on 5.125% Notes
----------------------------------------------------------------
S&P Global Ratings assigned its 'BBB-' issue-level rating and '1'
recovery rating to Charter Communications Operating LLC's and
Charter Communications Operating Capital Corp.'s proposed
$750 million secured notes due 2047.  The '1 recovery rating
reflects S&P's expectation for very high (90%-100%; rounded
estimate: 95%) recovery in a simulated default scenario.  S&P's
'BB+' issue-level rating and '4' recovery rating remain unchanged
on CCO Holdings LLC's existing 5.125% senior unsecured notes due
2027, which the company plans to upsize by $750 million.  The
company intends to use the $1.5 billion in proceeds from the new
secured notes and upsized unsecured notes for general corporate
purposes, which could include share repurchases.  The 'BB+'
corporate credit is also unchanged, as S&P continues to expect
leverage to remain between 4.0x and 4.5x for the foreseeable
future.

                        RECOVERY ANALYSIS

Key analytical factors:

   -- S&P's simulated default scenario contemplates lower revenue
      due to an acceleration of video subscriber declines and an
      inability to offset video declines with broadband growth due

      to heightened competition.

   -- Other default assumptions include: the revolver is 85%
      drawn, LIBOR rises to 2.5%, the spread on the credit
      facilities rises to 5% as covenant amendments are obtained
      as credit deteriorates, and all debt includes six months of
      prepetition interest.

   -- S&P values Charter at a 7x multiple of emergence EBITDA,
      which is at the high end of the 5x-7x range S&P uses for
      pay-TV providers given its incumbent market positions,
      programming synergies enabled by its scale, and its
      geographic diversification.

Simulated default assumptions

   -- Simulated year of default: 2022
   -- EBITDA at emergence: $8.2 billion
   -- EBITDA multiple: 7x

Simplified waterfall

   -- Net enterprise value (after 5% administrative costs):
      $54.4 billion
   -- Value available to secured debt claims: $54.4 billion
   -- Secured debt claims: $47.9 billion
      -- Recovery expectations: 90% to 100% (rounded estimate:
     95%)
      -- Total value available to unsecured claims: $6.5 billion
   -- Senior unsecured debt: $15.8 billion
      -- Recovery expectations: 30% to 50% (rounded estimate: 40%)

RATINGS LIST

Charter Communications Inc.
Corporate Credit Rating                 BB+/Stable/--

New Rating

Charter Communications Operating LLC
Charter Communications Operating Capital Corp.
Senior Secured
$750 mil. notes due 2047                BBB-
  Recovery Rating                        1(95%)


CHINA TELETECH: Incurs $52.6 Million Net Loss for 2016
------------------------------------------------------
China Teletech Holding, Inc., filed with the Securities and
Exchange Commission its annual report on Form 10-K disclosing net
loss of $52.6 million for the year ended Dec. 31, 2016 compared to
$78.4 million net loss for the year ended Dec. 31, 2016.

On March 27, 2017, China Teletech Holding had $200 million total
assets, $467.1 million and $267.1 million total stockholders'
deficit.

The revenue was nil for the year ended Dec. 31, 2016, as compared
to nil during the year ended Dec. 31, 2015, since the company was
an investment holding company without business activities.

The Company recorded a net loss of $52,588 during the year ended
Dec. 31, 2016 as compared to net loss of $78,418 during the year
ended Dec. 31, 2015.  The decrease of net loss was mainly due to
the decrease of general and administrative expenses and the
decrease of loss on disposal of subsidiaries during the year ended
Dec. 31, 2015.

As of Dec. 31, 2016 and Dec. 31, 2015, the Company's capital
deficiency amounts to $267,152 and $214,564, respectively.  The
increase of capital deficiency is due to the increase of accrued
liabilities and other payables.  The Company's current liabilities
primarily consist of amounts due to related parties and accrued
liabilities and other payables.  Its current assets primarily
consist of prepaid expenses.

Centurion ZD CPA Limited issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2016, citing that the Company has incurred substantial losses which
raise substantial doubt about its ability to continue as a going
concern.

A full-text copy of the Form 10-K is available for free at:
https://is.gd/yCvI7J

                     About China Teletech

Tallahassee, Fla.-based China Teletech Holding, Inc., is a national
distributor of prepaid calling cards and integrated mobile phone
handsets and a provider of mobile handset value-added services.
The Company is an independent qualified corporation that serves as
one of the principal distributors of China Telecom, China Unicom,
and China Mobile products in Guangzhou City, China.

On June 30, 2012, the Company strategically sold its wholly-owned
subsidiary, Guangzhou Global Telecommunication Company Limited
("GGT"), to a third party.  GGT was engaged in the trading and
distribution of cellular phones and accessories, prepaid calling
cards, and rechargeable store-value cards.


CHINACAST EDUCATION: Has Nod To Obtain Up To $324,000 Financing
---------------------------------------------------------------
The Hon. Mary Kay Vyskocil of the U.S. Bankruptcy Court for the
Southern District of New York has authorized ChinaCast Education
Corporation to obtain up to $324,000 in secured postpetition
financing from Fir Tree, Inc., as administrative agent for the
lenders.

The Debtor requires the DIP Facility to enable it to fund
continuing actions to pursue certain recoveries.  The Debtor is
unable to obtain adequate unsecured credit allowable as an
administrative expense under Section 503 of the Bankruptcy Code, or
other financing under Sections 364(c) or (d) of the Bankruptcy
Code, on equal or more favorable terms than those set forth in the
DIP loan documents.

To secure the DIP obligations, the DIP Agent, on behalf of the DIP
Lenders, is granted: (i) valid and fully perfected, by operation of
law immediately upon the entry of the financing court order, first
priority liens upon and senior security interests in all of the
property, assets or interests in property or assets of the Debtor,
and all cash and non-cash proceeds, and profits of any of the
collateral, subject only to the carve-out; and (ii) an allowed
superpriority administrative expense claim, subordinate only to
payment of the Carve-Out expenses.

A copy of the court order and summary of material terms of proposed
financing is available at:

         http://bankrupt.com/misc/nysb16-13121-68.pdf

                    About Chinacast Education

Chinacast Education Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-13121) on Nov. 9,
2016.  The petition was signed by Douglas Woodrum, chief financial
officer.  

The case is assigned to Judge Mary Kay Vyskocil.  Klestadt Winters
Jureller Southard & Stevens, LLP represents the debtor as its
bankruptcy counsel.

At the time of the filing, the Debtor estimated its assets at $500
million to $1 billion and debts at $10 million to $50 million.  

The Office of the U.S. Trustee has not yet appointed an official
committee of unsecured creditors.


COLLEGIUM CHARTER: S&P Affirms 'BB+' Rating on 2012 Bonds
---------------------------------------------------------
S&P Global Ratings revised the outlook to stable from negative and
affirmed its 'BB+' rating on the Chester County Industrial
Development Authority, Pa.'s series 2012 bonds, issued for the
Collegium Charter School (CCS, or the school).  At the same time,
S&P Global Ratings assigned its 'BB+' rating, with a stable
outlook, to the authority's series 2017A and 2017B bonds, issued
for CCS.

"The outlook revision reflects our view of CCS' expected enrollment
growth in fiscal 2017, as well as an anticipated increase in state
funding, both of which should improve the school's operating
position," said S&P Global Ratings credit analyst James Gallardo.

S&P assessed Collegium's enterprise profile as adequate,
characterized by solid demand with excellent enrollment growth,
good academics, a stable management team, and an exceptional
graduation rate.  S&P assessed Collegium's financial profile as
vulnerable, with a moderately high debt burden, modest pro forma
maximum annual debt service coverage, and acceptable liquidity for
the credit rating.  Combined, S&P believes these credit factors
lead to an indicative standalone credit profile of 'bb'.  In S&P's
opinion, the 'BB+' rating on the school's bonds better reflects the
school's improving financial profile when compared to those of
peers and medians, aided by Collegium's expectations of significant
enrollment growth in fiscal 2017 and an increase in state funding
that will continue to improve the school's financial performance.

The school's 2017 bond proceeds will be used for the acquisition of
two of the school's five leased facilities.  The school will also
use proceeds of the 2017 bonds for renovations and the construction
of a performing arts facility.


COLORADO EDUCATIONAL: S&P Affirms 'BB' Rating on 2013 & 2008 Bonds
------------------------------------------------------------------
S&P Global Ratings revised its outlook to positive from stable on
Colorado Educational and Cultural Facilities Authority's (CECFA)
series 2013 charter school revenue bonds supported by Community
Leadership Academy Building Corp. II and issued for Community
Leadership Academy (CLA).  S&P Global Ratings also revised its
outlook to positive from stable on CECFA's series 2008 charter
school revenue bonds outstanding, which are supported by Community
Leadership Academy Building Corp. I and are also issued for CLA. At
the same time, S&P Global Ratings affirmed its 'BB' rating on the
series 2013 and series 2008 bonds.

"We base the positive outlook on CLA's recently improved financial
profile as demonstrated by stronger liquidity levels and stronger
maximum annual debt service coverage," said S&P Global Ratings
credit analyst Brian Marshall.

S&P assessed CLA's enterprise profile as adequate characterized by
solid academic scores and retention rates, but offset by a
declining enrollment and the waiting list in fall 2016.  S&P
assessed the academy's financial profile as vulnerable, despite
recent improvements in operations and cash position, based on CLA's
relatively small operating base and high debt burden.  S&P believes
that combined, these credit factors lead to an indicative
stand-alone credit profile of 'bb' and a final rating of 'BB'.  

In S&P's view, the rating reflects its view of the academy's:

   -- Solid lease-adjusted maximum annual debt service (MADS)
      coverage of 1.7x based on  fiscal 2016 audited results
      compared with 'BB' medians;

   -- Very healthy liquidity with 195 days' cash on hand, based on

      fiscal 2016 up from 128 days' cash on hand in fiscal 2015;
      and

   -- Academic performance stronger than both the state and local
      school district.

The rating reflects S&P's opinion of these credit risks:

   -- CLA's very high debt burden of almost 17% based on fiscal
      2016 numbers compared with 'BB' medians;

   -- A management structure with limited formal policies tempered

      by cross-training of administrators to  shore up CLA
      managerial capital; and

   -- The possibility (as with all charter schools) that CLA could

      lose its charter before the bonds' final maturity.

Management used 2013 bond proceeds to fund the construction of the
Quebec Street facility and refund the interim financing the CLA
incurred to acquire the land and set up modular buildings on this
site.

The positive outlook reflects S&P's view that there is a
one-in-three chance of a higher rating within the one-year outlook
horizon based on CLA's recently improved financial profile as
evidenced by stronger cash levels and solid MADS coverage, which
S&P expects to continue.  S&P expects that the charter school will
maintain its existing enrollment levels and academic reputation.
S&P also expects the academy will continue to generate positive
operations on a full accrual basis, while maintaining a liquidity
position similar to current levels.

S&P could consider an upgrade if the school demonstrates a
sustained trend of maintaining a cash position near current levels
as well as a longer trend of MADS coverage that is consistent with
the higher rating category and above 1.25x, while maintaining its
enrollment and demand profile, and impressive academic
performance.

S&P could lower the rating if enrollment declines significantly and
leads to a material depletion of cash levels and a decline in
coverage that are no longer commensurate with the 'BB'  rating
level.


CONNECT TRANSPORT: Ch 11 Trustee Hires Shattuck as Auctioneer
-------------------------------------------------------------
Jason R. Searcy, the Chapter 11 Trustee of Connect Transport, LLC
and its debtor-affiliates, seeks authorization from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
Shattuck, LLC as auctioneer for the Trustee.

The Trustee requires the services of Shattuck to assist him in the
sale of a portion of the assets of the Debtors' estate, begin
generally described as: 2012 Dodge 2500 Pickup Truck, 2008 Chevy
1500 Pickup Truck, 2009 Chevy 155 Pickup Truck, 2011 Dodge 2500
Pickup Truck, 2010 Toyota Tundra Pickup Truck, and a 2010 Toyota
Venza.

The Trustee desires to employ Shattuck, under a buyer's premium
commission basis as his auctioneer. Shattuck will charge and
collect a buyer's premium for each bidder in the amount of 10% of
their invoice. The 10% buyer's premium will be retained by Shattuck
as its sole commission, and will be due and payable to Shattuck,
upon consummation of the sale/auction. Shattuck will thereby return
100% of the auction proceeds to the estate.

Greg Shattuck, president of Shattuck, 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.

Shattuck LLC can be reached at:

       Greg Shattuck
       SHATTUCK, LLC
       650 Canion St.
       Austin, TX 78752
       Tel: (512) 482-0270

                     About Connect Transport

Privately-held Connect Transport, LLC, provides transportation,
storage, producer, and marketing services for crude oil, natural
gas liquids, and condensates.

Connect Transport and its affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 16-33971) on
Oct. 4, 2016.

The affiliated debtors are Big Rig Tanker, L.L.C., MG Rolling Stock
Land, L.L.C., Murphy Energy Corporation, Murphy Holdings, Inc.,
Port Allen Terminal, LLC, Port Hudson Terminal, LLC, Murphy
Terminals, LLC, and Connect Terminals, LLC (Case Nos. 16-33972 to
16-33979).

Connect Transport estimated assets of $500,000 to $1 million and
liabilities of $50 million to $100 million. Murphy Energy Corp.
estimated $100 million to $500 million in both assets and
liabilities.

The Debtors tapped Dykema Cox Smith as legal counsel. Houlihan
Lokey Capital, Inc., serves as the Debtors' investment banker while
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.

The U.S. Trustee appointed an official committee of unsecured
creditors.  The committee retained McCathern, PLLC, as counsel. The
committee also retained GlassRatner Advisory & Capital Group, LLC,
as financial advisor.

On February 7, 2017, Jason R. Searcy was appointed as Chapter 11
trustee for the Debtors.



CONNECT TRANSPORT: Trustee Taps Didier as Tax Consultants
---------------------------------------------------------
Jason R. Searcy, the Chapter 11 Trustee of Connect Transport, LLC
and its debtor-affiliates, seeks authorization from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
Didier Consultants, Inc. as Louisiana Tax Consultants.

The Trustee requires the services of Didier to consult and advise
as to the recovery of certain Louisiana Tax Incentive Payments
currently due and owing to Debtors. Didier will also consult and
advise regarding the Investment Tax Credit due and owing to the
Debtors from the Louisiana Department of Revenue based on the
Debtors’ Port Hudson facility.

Didier's professional fees for services rendered in securing
Louisiana Quality Jobs Program benefits will be:

    -- Quality Jobs Payroll Rebate - 10% of the annual payroll
       rebate; and

    -- Quality Jobs Sales and Use Tax Rebate/Investment Tax Credit

       - 10% of the received benefits.

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

Dare Powers, head of Incentives Group of Didier, 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.

Didier can be reached at:

       Dare Powers
       DIDIER CONSULTANTS, INC.
       1575 Church St., Building 3
       Zachary, LA 70791-2748
       Tel: (225)658-6065

                     About Connect Transport

Privately-held Connect Transport, LLC, provides transportation,
storage, producer, and marketing services for crude oil, natural
gas liquids, and condensates.

Connect Transport and its affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 16-33971) on
Oct. 4, 2016.

The affiliated debtors are Big Rig Tanker, L.L.C., MG Rolling Stock
Land, L.L.C., Murphy Energy Corporation, Murphy Holdings, Inc.,
Port Allen Terminal, LLC, Port Hudson Terminal, LLC, Murphy
Terminals, LLC, and Connect Terminals, LLC (Case Nos. 16-33972 to
16-33979).

Connect Transport estimated assets of $500,000 to $1 million and
liabilities of $50 million to $100 million. Murphy Energy Corp.
estimated $100 million to $500 million in both assets and
liabilities.

The Debtors tapped Dykema Cox Smith as legal counsel. Houlihan
Lokey Capital, Inc., serves as the Debtors' investment banker while
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.

The U.S. Trustee appointed an official committee of unsecured
creditors.  The committee retained McCathern, PLLC, as counsel. The
committee also retained GlassRatner Advisory & Capital Group, LLC,
as financial advisor.

On February 7, 2017, Jason R. Searcy was appointed as Chapter 11
trustee for the Debtors.



CONSTELLIS HOLDINGS: Moody's Alters Outlook Pos. & Affirms B3 CFR
-----------------------------------------------------------------
Moody's Investors Service has changed the rating outlook of
Constellis Holdings, LLC to positive from stable and concurrently
affirmed the corporate family rating of B3. Ratings have also been
assigned to debt to be issued for the recapitalization of the
company's balance sheet. Specifically, a B2 rating was assigned to
its proposed first lien facility consisting of a $75 million
revolver and a $725 million term loan and a Caa2 to its $215
million second lien term loan. Proceeds will be used to redeem the
$450 million second lien notes due 2020, and provide $175 million
for the acquisition of, security and fire support services
provider, Centerra-TDI Group Holdings, LLC.

RATINGS RATIONALE

The positive rating outlook reflects the improving US government
budgetary setting and favorable demand environment for diplomatic
and commercial-end market protective services. The pending
acquisition will expand contract diversity and revenue scale with
potential for better operating leverage and free cash flow
generation.

The range of facilities and projects requiring protective services
-- and the extent of services provided under existing contracts --
tends to increase during environments requiring increased political
intervention to drive stabilization, such as many parts of the
world are presently experiencing. The company's existing Middle
East and Africa presence and strong contract execution track record
strengthen the backlog growth prospect.

The Centerra acquisition will reduce the company's
Afghanistan/Iraq-based revenue concentration and enhance bid
qualifications for US-based federal civilian agency work.
Centerra's base operations and facilities management expertise
should complement Constellis' capabilities, broadening the range of
contract vehicles it can pursue.

The CFR of B3 incorporates better revenue diversity ahead but also
factors in Constellis' acquisitive growth orientation. Moody's
anticipates annual free cash flow of $50 million or higher should
be achievable in 2017, up from $31 million in 2016. But cash
generation has been unsteady quarter to quarter in 2016 and
choppiness could continue with working capital growth, impact of
operational restructuring and the Centerra integration. The fully
debt-funded acquisition of Centerra and potential for future
acquisition-related indebtedness are tempering considerations.

Anticipated credit metrics are also representative of the B3 CFR.
The calculation of income statement-based financial leverage,
pro-forma for the pending recapitalization, is complicated by
non-recurring expenses associated with transactions and business
improvement efforts. Moody's estimates that debt to EBITDA pro
forma for the transaction will be in the mid-5x to 6x range, with
free cash flow to debt in the mid-single digit percentage range
(including Moody's standard adjustments for non-financial corporate
issuers).

The rating also factors in an adequate liquidity profile owing to
near-term scheduled debt amortization of only $7.25 million, an
expectation of free cash flow generation and full availability
under the revolving credit facility at transaction close.

Upward rating momentum would depend on organic revenue growth in
the mid-single digit percentage range, and achievement of debt to
EBITDA close to 5x, with free cash flow to debt of 10% or higher.

Downward rating pressure would follow negative contract
developments, low free cash flow generation, or liquidity profile
decline.

The following summarizes rating action:

Assignments:

Issuer: Constellis Holdings, LLC

-- Senior Secured Revolving Credit Facility, Assigned B2 (LGD 3)

-- Senior Secured First Lien Term Loan, Assigned B2 (LGD 3)

-- Senior Secured Second Lien Term Loan, Assigned Caa2 (LGD 5)

Outlook Actions:

Issuer: Constellis Holdings, LLC

-- Outlook, Changed To Positive From Stable

Affirmations:

Issuer: Constellis Holdings, LLC

-- Probability of Default Rating, Affirmed B3-PD

-- Corporate Family Rating, Affirmed B3

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

Constellis is a global provider of training and security services
focused on counter terrorism, force protection, law enforcement and
security operations. From 2011 to October 2014 the company's name
was Academi Holdings, LLC. Since then there have been three
significant acquisitions. Revenues in 2016 were $944 million and
pro-forma for the acquisition of Centerra would have been about
$1.5 billion. The company is majority-owned by entities of Apollo
Global Management LLC.


CONSTELLIS HOLDINGS: S&P Puts 'B' CCR on CreditWatch Positive
-------------------------------------------------------------
S&P Global Ratings said that it has placed its 'B' corporate credit
rating on Constellis Holdings LLC on CreditWatch with positive
implications.

At the same time, S&P assigned its 'B+' issue-level rating and '3'
recovery rating to the company's proposed $75 million revolver due
2022 and $725 million first-lien term loan due 2024.  The '3'
recovery rating indicates S&P's expectation for meaningful recovery
(50%-70%; rounded estimate: 50%) in a default scenario.

Additionally, S&P assigned its 'B-' issue-level rating and '6'
recovery rating to Constellis' proposed $215 million second-lien
term loan due 2025.  The '6' recovery rating indicates S&P's
expectation for minimal recovery (0%-10%; rounded estimate: 5%) in
a default scenario.

The issue-level ratings S&P assigned to Constellis' proposed debt
are based on S&P's belief that it will raise its corporate credit
rating on the company to 'B+' when the transaction closes.  S&P did
not place these ratings on CreditWatch.

"The CreditWatch positive placement reflects our expectation that
Constellis' scale and customer, geographic, and program diversity
will improve following its acquisition of Centerra, though its
margins may decline somewhat," said S&P Global credit analyst Isha
Bagga.  "Constellis plans to use the proceeds from the new first-
and second-lien term loans to finance its acquisition of Centerra,
refinance its existing debt (including approximately $100 million
of notes issued by its indirect parent, Eagle LM5 Intermediate LLC,
when the company was acquired by Apollo Global Management LLC in
September 2016), and pay related fees and expenses."  Assuming the
acquisition and refinancing had occurred at the beginning of the
year, S&P would expect the company's pro forma 2017 debt-to-EBITDA
to be in the 4.5x-5.0x range.  Constellis' debt-to-EBITDA was 5.5x
in 2016, though this was elevated--in part--because of one-time
charges that S&P do not expect to be repeated.

S&P expects to resolve the CreditWatch positive placement when the
transaction closes.  If the transaction closes on terms
substantially similar to those that were presented to S&P, it will
likely raise its corporate credit rating on Constellis to 'B+'.


CRAIG WALKER: Evens Buying 53% ICS Interest for $410K
-----------------------------------------------------
C. Randel Lewis, Examiner for the Craig J. Walker and Susan Ann
Walker, asks the U.S. Bankruptcy Court for the District of Colorado
to authorize the Stock Purchase Agreement of the Debtors and Curtis
P. and Theresa A.  Even in connection with the sale of the 53%
interest in Integrated Cable Systems, Inc. ("ICS") for $410,000.

On Sept. 27, 2016, the Court entered its Order Granting Examiner's
Motion to Approve Settlement Agreement, approving an agreement
among the Debtors, the Examiner, the Committee and certain
creditors ("Settlement").  The Court also approved the Settlement
separately in the Walker-Voss Case on Sept. 27, 2016.  The Examiner
was appointed in the Walker-Voss Case on Oct. 5, 2016.  The
Settlement expands and supplements the Examiner's rights, powers,
and obligations under the initial Examiner Order.

The estate's assets include 1325 shares of Series B stock in ICS
("Shares"), which were acquired by Debtor Craig J. Walker in
January 2003.  ICS was formed in 1998 by the Purchasers, who are
two other shareholders of the company holding 1,000 shares of
Series A stock.  ICS is a Colorado based supplier of custom cables,
harnesses, electro-mechanical assemblies and industrial panels.  It
also provides technical and manufacturing engineering support to
its customers.  Its cable business is wholly unrelated to the
business of the Debtor's other, wholly owned cable company, Walker
Component Group, Inc.

The Debtor paid $200,000 for the Shares on Jan. 24, 2003, and made
additional loans to ICS later that year totaling $400,000.  By the
summer of 2006, the loans had been paid in full.  The same day that
the Debtor purchased the Shares, the parties entered into a
separate Shareholder Agreement of ICS and Its Shareholders
("Shareholder Agreement").

The Shareholder Agreement provides, among other things, that upon
the occurrence of a "Triggering Event," the shares in ICS are to be
offered for sale to ICS, and then to the remaining shareholders
within a specific timeframe and at an agreed price, as explained
further in the Motion.  Absent a purchase by ICS or the remaining
shareholders, the Shares then may be offered for sale to a
third-party, provided however, that two-thirds of the remaining ICS
shareholders retain consent rights, and must approve any sale to a
third-party purchaser.  A "Triggering Event" under the Shareholder
Agreement includes a shareholder's commencement of a voluntary
bankruptcy case and transfer of the ICS shares by operation of
law.

The estate's Shares in ICS are subject to putative secured claims
asserted by Wells Fargo Bank Minnesota, N.A., in its capacity as
Trustee for the Registered Noteholders of J.P. Morgan Chase
Commercial Securities Pass-Through Certificates, Series 2002-C3
("Wells"), and CIBC, Inc. ("CIBC") against the Debtors' personal
property.  The extent, validity, and priority of the liens asserted
by Wells and CIBC remain subject to determination in consolidated
Adv. No. 16-1163 EEB ("Lien Litigation"), along with the estate's
avoidance claims under Bankruptcy Code Sections 544, 547 and 551.

In order to liquidate the estate's interest in ICS, the Examiner
and the Purchasers have entered into a Stock Purchase Agreement.
Under the Sale Agreement, the Purchasers will pay $410,000 in cash
to the Debtors' estate in exchange for the 1325 Series B shares in
ICS.  The sale and transfer is to be effective for all of 2016, so
that the Purchasers will bear all tax liability associated with the
ownership of the ICS shares for the 2016 tax year.  The Debtors'
estate accordingly will not receive any additional distributions
from ICS for 2016.

The Examiner has evaluated the value of the estate's interest in
ICS and believes that the transaction with the Purchasers is
reasonable given the potential for litigation concerning the
Shareholder Agreement and disputes concerning the value of the
Shares.  Accordingly, the Examiner asks the Court to approve the
sale of ICS interest to the Purchasers free and clear of liens,
claims and interests in accordance with the Purchase Agreement.

The Examiner also asks the Court to waive the provisions of Fed. R.
Bankr. P. 6004(h) to facilitate a prompt closing.

Craig J. Walker and Susan Ann Walker sought Chapter 11 protection
(Bankr. D. Colo. Case No. 15-18281) on July 24, 2015.


CTJH INVESTMENTS: Has Final Permission to Use Cash Collateral
-------------------------------------------------------------
Judge Robert L. Jones of the U.S. Bankruptcy Court for the Northern
District of Texas authorized CTJH Investments, LLC to use cash
collateral on a final basis.

The Debtor was authorized to use cash collateral, consisting of
inventory, accounts receivables, and proceeds derived from the sale
or rent of its inventory, to pay normal and ordinary expenses
incurred in continuing its operations until the date the Debtor
obtains confirmation or further order of the court.

The Creditors claiming an interest in Debtor's cash collateral were
each provided with a lien on post-petition assets of the same class
as those in which there exists a properly perfected pre-petition
security interest, which would secure the allowed secured claims of
such Creditors.

In the event that a Creditors' secured amount be diminished by the
Debtor's use of cash collateral, such creditor will be allowed an
administrative claim in the amount that the claimant secured claim
was diminished. Such allowed secured amount will be determined
either by the confirmed plan or by an Order from the Court.

Judge Jones directed the Debtor, among other things, to:

      (a) send copies of its monthly operating reports as well as
copies of its monthly financial statements to the Secured
Claimants;

      (b) maintain its current level of inventory at a level of no
less than $210,111; and

      (c) file all tax returns as they come due and pay any
liability due. If the Debtor defaults on the payment due to the IRS
or the returns are not timely filed, the Debtor's use of cash
collateral will be terminated upon notice of default. Only one
default will be allowed.

A full-text copy of the Final Order, entered on March 23, 2017, is
available at https://is.gd/5laGAW


                          About CTJH Investments

CTJH Investments, LLC, d/b/a Party Plus Warehouse, d/b/a Gayle's
Wedding & Party Rentals, dba First Class Tuxedos sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
17-50019) on Jan. 23, 2017.  The petition was signed by David
Hodges, Managing Member.  The case is assigned to Judge Robert L.
Jones.  The Debtor is represented by Max R. Tarbox, Esq. at Tarbox
Law, P.C.  At the time of filing, the Debtor had $100,000 to
$500,000 in estimated assets and $500,000 to $1 million in
estimated liabilities.


CUMULUS MEDIA: Fails to Comply with NASDAQ Listing Rule
-------------------------------------------------------
On March 21, 2017, Cumulus Media Inc. received a notification from
the Listing Qualifications Department of The NASDAQ Stock Market
LLC indicating that the Company is not in compliance with NASDAQ
Listing Rule 5550(b)(1) based upon the stockholders' equity
continued listing standard. As was reflected in the Company's
Annual Report on Form 10-K for the year ended December 31, 2016,
the Company's stockholders' equity, as of December 31, 2016, no
longer exceeded the $2,500,000 minimum listing requirement for the
NASDAQ Capital Market. The notice also indicated that the Company
did not meet the alternative continued listing standards of either
(i) a market value of listed securities of at least $35.0 million,
or (ii) net income from continuing operations of at least $0.5
million for the most recently completed fiscal year, or two of the
three most recently completed fiscal years.

The decline in the Company's stockholders' equity, and the
Company's net income from continuing operations resulted from the
recognition of one-time non-cash impairment charges, primarily
related to goodwill, of $605.0 million and $584.9 million during
the years ended December 31, 2016 and 2015, respectively, as
previously disclosed in the Form 10-K. Absent either of these
impairment charges, the Company would be in compliance with the
Rule.

The NASDAQ letter has no immediate effect on the NASDAQ listing or
trading of the Company's Class A common stock. The Company has been
provided 45 calendar days, or until May 5, 2017, to submit a plan
to regain compliance with the Rule. If a plan is submitted and
accepted, the Company may be granted an extension of up to 180
calendar days from the date of the notification letter to evidence
compliance with the Rule.

The Company is evaluating available options for an appropriate plan
to regain compliance with NASDAQ's continued listing standards.
There can be no assurance that the Company will submit a plan or,
if submitted, whether NASDAQ will accept the Company's plan to
regain compliance, or that the Company will be able to evidence
compliance within any extension period granted by NASDAQ. If the
Company fails to timely regain compliance with NASDAQ's continued
listing standards, the Company’s Class A common stock will be
subject to delisting.

This Current Report on Form 8-K is available at:
https://is.gd/6aBgQZ

                                  About Cumulus Media

Atlanta, Georgia-based Cumulus Media Inc. --
http://www.cumulus.com/-- is a radio broadcasting company.  The
Company is also a provider of country music and lifestyle content
through its NASH brand, which serves through radio programming,
NASH Country Weekly magazine and live events.  Its product lines
include broadcast advertising, digital advertising, political
advertising and non-advertising based license fees.  Its broadcast
advertising includes the sale of commercial advertising time to
local, national and network clients.  Its digital advertising
includes the sale of advertising and promotional opportunities
across its Websites and mobile applications.  Its across the nation
platform generates content distributable through both broadcast and
digital platforms.

Cumulus Media put AR Broadcasting Holdings Inc. and three other
units to Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-13674) in 2011 after struggling to pay off debt that topped $97
million as of June 30, 2011.

Cumulus Media incurred a net loss of $510.7 million in 2016
following a net loss of $546.49 million in 2015.  As of Dec. 31,
2016, Cumulus Media had $2.41 billion in total assets, $2.90
billion in total liabilities and a total stockholders' deficit of
$491.73 million.

                          *     *     *

The TCR reported on March 16, 2017, that S&P Global Ratings raised
its corporate credit rating on Atlanta, Ga.-based Cumulus Media
Inc. and its subsidiary Cumulus Media Holdings Inc. to 'CCC' from
'CC'.  The rating outlook is negative.  "We believe Cumulus may
look to exchange debt at subpar levels or repurchase debt at
discounted levels in 2017, which we would view as tantamount to
default, based on our criteria," said S&P Global Ratings' credit
analyst Jeanne Shoesmith.  "We could lower our ratings on the
company if it announces a subpar debt tender offer."  Various
tranches of debt at Cumulus are currently trading at roughly a
30%-60% discount to par.

In March 2016, Moody's Investors Service downgraded Cumulus Media
Inc.'s Corporate Family Rating to 'Caa1' from 'B3' and Probability
of Default Rating to 'Caa1-PD' from 'B3-PD'.  Cumulus' 'Caa1'
Corporate Family Rating reflects the company's excessive leverage
with debt-to-EBITDA exceeding 9.5x (including Moody's standard
adjustments) and Moody's revised expectation that debt-to-EBITDA
will remain elevated over the next 12 months due to continued
declines in network revenue and increased operating expenses more
than offsetting the benefits from an expected increase in station
group revenue and political ad sales in 2016.


CVC INC: Seeks Interim Approval to Use Beltone USA Cash Collateral
------------------------------------------------------------------
CVC, Inc. seeks approval and authorization from the US Bankruptcy
Court for the Northern District of Georgia for the immediate
interim use of cash collateral.

The Debtor believes that its business operations and reorganization
efforts will suffer immediate and irreparable harm if it is not
allowed to use cash collateral during the next thirty-sixty days
because it cannot meet its daily operating expenses unless it is
permitted to use cash.

In connection with its operations, the Debtor expects to incur
expenses which include, but are not limited to, inventory, payroll,
utilities, taxes, insurance, fees and other operational and capital
costs.  Pursuant to the proposed budget for the period from March
to August 2017, the Debtor will need approximately $38,808 to
defray these operating expenses.

In addition to the expenses listed on the Budget, the Debtor
requests that it be permitted to use cash to pay all quarterly fees
of the U.S. Trustee as they come due.

The Debtor believes that GN Hearing Care Corporation dba Beltone
USA may assert a security interest in the revenues of the Debtor
derived from its hearing aid business. The Debtor believes that the
balance owed to Beltone USA is approximately $545,872.

The Debtor offers a post-petition replacement lien to Beltone USA,
to the extent of cash collateral actually expended, on the same
assets and in the same order of priority as currently exists.

A full-text copy of the Debtor's Motion, dated March 21, 2017, is
available at https://is.gd/Ur2QS9

GN Hearing Care Corporation, d/b/a Beltone USA, can be reached
through:  

          c/o John Kasher
          VP & Chief Legal Officer
          Beltone Electronics Company
          2601 Patriot Blvd.
          Glenview, IL 60026
          E-mail: jkasher@gnhearing.com

                       About CVC, Inc.

CVC Inc, d/b/a Beltone Hearing Aid Centers, is a Georgia
corporation which owns and operates four Beltone locations, at
which it sells and services high end hearing devices and
accessories.

CVC Inc  filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga.
Case No. 17-53692) on March 1, 2017.  The petition was signed by
Christopher Campellone, President/Chairman.  At the time of filing,
the Debtor estimated $500,000 to $1 million in assets and $100,000
to $500,000 in liabilities.  Scott B. Riddle, Esq. of Law Office of
Scott B. Riddle, LLC, is serving as bankruptcy counsel to the
Debtor.


D.J. CHRISTIE: Disclosures OK'd; Plan Hearing on April 24
---------------------------------------------------------
The Hon. Dale L. Somers of the U.S. Bankruptcy Court for the
District of Kansas has approved D.J. Christie, Inc.'s disclosure
statement dated Dec. 9, 2017, referring to the Debtor's plan of
reorganization.

A hearing for consideration of confirmation of the Plan will be
held on April 24, 2017, at 9:30 a.m.

April 18, 2017, is fixed as the last date for serving written
acceptances or rejections of the Plan.  Objections to the Plan must
be filed by April 18.  The last day for filing administrative
claims is also April 18.

As reported by the Troubled Company Reporter on Dec. 21, 2016, the
Debtor filed with the Court the Disclosure Statement, which stated
that general unsecured creditors are classified in Class 4, and
will receive a pro-rata distribution toward their allowed claims of
the hypothetical Chapter 7 Liquidation Value of the Debtor's
Bankruptcy estate in nine equal annual installments of principal
and interest at prime plus 1.5% amortized over 25 years, and a
balloon payment of principal and interest after 10 years. The first
annual installment shall become due 30 days after the effective
date of the Debtor's Plan, and payments will occur annually
thereafter until all payments required to this class have been
satisfied.

Overland Park, Kansas-based D.J. Christie Inc. filed for Chapter
11 bankruptcy (Bankr. D. Kan. Case No. 11-40764) on May 20, 2011.
Judge Dale L. Somers presides over the case.  Kathryn E.
Sheedy,
Esq., and Tom R. Barnes, II, Esq., at Stumbo Hanson, LLP, serve
as the Debtor's counsel.  In its petition, the Debtor
estimated
$1 million to $10 million in assets and under $1 million in debts.
The petition was signed by David J. Christie, its president.


DEASY ASSOCIATES: Disclosures OK'd; Plan Hearing on May 4
---------------------------------------------------------
Judge Christopher J. Panos of the U.S. Bankruptcy Court for the
District of Massachusetts approved Deasy Associates, LLC's
disclosure statement for its second modified chapter 11 plan.

A confirmation hearing regarding the second modified plan is
scheduled for May 4, 2017, at 10:45 a.m.

The deadline for parties in interest to object to confirmation of
the second modified plan is April 28, 2017, at 4:30 p.m.

As reported by the Troubled Company Reporter on Dec. 21, 2016,
under the second modified plan, each holder of Class 3 General
Unsecured Claims will be paid in full settlement and satisfaction
of the claim, a lump sum payment equal to the creditor's pro rata
share of the distribution fund no later than sixty days after the
sale of Lot 25-2.  The funds available to Class 3 creditors will be
the amount remaining in the Distribution Fund after payment of all
allowed administrative, secured, and priority claims (if any).

The Disclosure Statement is available at:

          http://bankrupt.com/misc/mab14-41882-150.pdf

                    About Deasy Associates

Deasy Associates, LLC, owner of an 11.24-acre parcel of land in
Plymouth, Massachusetts, filed a Chapter 11 petition (Bankr. D.
Mass., Case No. 14-41882) on Aug. 25, 2014.

The case is assigned to Judge Christopher J. Panos.  The Debtor is
represented by Michael J. Tremblay, Esq., and Matthew W. McCook,
Esq.


DEPENDABLE AUTO: Disclosures OK'd; Plan Hearing on April 26
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
approved Dependable Auto Shippers, Inc.'s third amended disclosure
statement.

A hearing to consider the confirmation of the Plan will be held on
April 26, 2017, at 9:00 a.m. (Central Time).

Objections to the Plan must be filed by April 19, 2017, at 12:00
p.m. (Central Time).  Responses to objections must be filed by
April 24, 2017, at 4:00 p.m. (Central Time).

All holders of claims entitled to vote on the Plan must complete,
execute, and return their ballots by April 19, 2017, at 12:00 p.m.
(Central Time).

April 25, 2017, will be the date by which the voting certification
must be filed with the Court.

As reported by the Troubled Company Reporter on March 21, 2017, the
Debtor filed with the Court its third amended disclosure statement
in support of its second amended plan of liquidation.

Nearly $6 million of the general unsecured claims against DAS are
held by two creditors, Carsarrive Network, Inc., an affiliate of
ADESA, and Drive America.  Carsarrive's Claim is approximately $3.5
million.  Drive America's Claim is approximately $2.5 million.  The
largest Secured Creditor is ADESA.  ADESA holds a secured claim
totaling approximately $7,573,000 which accrued prepetition and a
secured claim which will total approximately $2,600,000 on account
of it providing debtor in possession financing.  On the first day
of filing bankruptcy, approximately $780,000 in critical vendor
payments to general unsecured creditors were approved and paid.
These payments reduced the pool of general unsecured creditors.

The Plan includes a sale of nearly all of the Debtor's Assets to
ADESA, or its assignee, or to a higher bidder.

                  About Dependable Auto Shippers

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

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

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


DIAMOND INSULATION: Court Approves Disclosure Statement
-------------------------------------------------------
Judge Thad J. Collins of the U.S. Bankruptcy Court for the Northern
District of Iowa approved Diamond Insulation, Inc.'s second
modified disclosure statement.

Headquartered in Sioux City, IA, Diamond Insulation, Inc. filed for
bankruptcy protection (Bankr. N.D. Ia Case No. 15-01448) Oct. 19,
2015, listing $1.38 million in total assets and $2.86 million in
total liabilities. The petition was signed by Jerry Heilman,
president.



DIVERSIFIED COMPUTER: Taps Jones & Walden as Legal Counsel
----------------------------------------------------------
Diversified Computer Solutions, Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to hire legal
counsel in connection with its Chapter 11 case.

The Debtor proposes to hire Jones & Walden, LLC to give legal
advice regarding its duties under the Bankruptcy Code, conduct
examination, represent the Debtor with respect to a bankruptcy
plan, and provide other legal services.

The hourly rates charged by the firm for its attorneys range from
$200 to $350.  Legal assistants charge $90 per hour.

Cameron McCord, Esq., disclosed in a court filing that the firm
does not hold or represent any interest adverse to the Debtor or
its bankruptcy estate.

The firm can be reached through:

     Cameron M. McCord, Esq.
     Jones & Walden, LLC
     21 Eighth Street, NE
     Atlanta, GA 30309
     Phone: (404) 564-9300
     Email: cmccord@joneswalden.com

              About Diversified Computer Solutions

Diversified Computer Solutions, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
17-55428) on March 24, 2017.  The petition was signed by Peter D.
Minetos, chief executive officer and president.  

At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $1 million.


DOMINICA LLC: Cash Collateral Hearing Continued to August 22
------------------------------------------------------------
Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District
of Massachusetts overruled the Limited Objection of Santander Bank,
N.A. to Dominica LLC's motion to use cash collateral.   

Judge Feeney overruled the objection of Santander Bank as it did
not demonstrate lack of adequate protection.

The Debtor was directed to make adequate protection payments to
Endeavor Capital North LLC in the sum of $3,000 per month. Judge
Feeney held that such payments will be applied to the principal
pending further order of the Court.

At this time, Judge Feeney made no determination of secured or
unsecured status with respect to Endeavor Capital or Santander
Bank's secured claims.

However, in the event that the Debtor fails to make a timely
adequate protection payment pursuant to the Court's Order, Endeavor
Capital may file a motion to prohibit the Debtor's further use of
cash collateral and/or a motion for the appointment of a Chapter 11
trustee.

A continued hearing on the Debtor's motion to use cash collateral
will be held on August 22, 2017 at 11:00 a.m.

A full-text copy of the Order, dated March 23, 2017, is available
at https://is.gd/uL7pIv


                       About Dominica LLC

Dominica LLC owns and manages the three family house known and
numbered as 20 Sutton Street, Boston (Mattapan) Massachusetts.

The Debtor filed a Chapter 11 petition (Bankr. D. Mass. Case No.
16-13461) on Sept. 8, 2016.  The petition was signed by Evangeline
Martin, manager.  The Debtor is represented by Michael Van Dam,
Esq., at Van Dam Law LLP.  The Debtor estimated assets and
liabilities at $500,001 to $1 million at the time of the filing.


DRAFT CONTRACTING: Reclassifies Colorado Revenue Dept. Claim
------------------------------------------------------------
Draft Contracting, LLC, on March 21 filed its latest Chapter 11
plan of reorganization under which the company changed the order of
priority for payment of secured claims.

Under the latest plan, the $30,482.07 secured claim of Colorado
Department of Revenue against the company's personal property is
now classified in Class 1.  An earlier version of the plan put the
agency's secured claim in Class 3.

The Class 1 claim will be paid over five years at an annual
interest rate of 6%, with monthly payments of $610.42.  Payments
will begin on the fifth day of the first full month following the
effective date of the plan until the claim is paid in full.

Meanwhile, the Internal Revenue Service's $1,500 secured claim and
CH Brown Co. LLC's $23,970.73 secured claim are now classified in
Classes 2 and 3, respectively.

Under the plan, creditors holding Class 6 unsecured claims will
receive their pro rata share of the so-called "net profits fund" to
be established by the company and funded by 25% of its net
profits.

If Draft Contracting does not realize any net profits, unsecured
creditors will receive no payments under the plan, according to the
company's disclosure statement filed with the U.S. Bankruptcy Court
for the District of Colorado.

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

                     About Draft Contracting

Draft Contracting, LLC, based in Denver, Colorado, was formed in
2006 by Darby and Pamela Montoya.  It does underground dry utility
construction.  Its main clients are large telecommunication
providers.

The Debtor filed a Chapter 11 petition (Bankr. D. Colo. Case No.
16-12536) on March 22, 2016.  The Hon. Michael E. Romero presides
over the case.  

David Warner, Esq., at Sender Wasserman Wadsworth, P.C., serves as
the Debtor's bankruptcy counsel.

Mark D. Dennis at Dennis & Company serves is the Debtor's
accountant.

In its petition, the Debtor estimated $1,500 in assets and $1.27
million in liabilities.  The petition was signed by Pamela Montoya,
managing member.


EARL DURON: Nordwicks Buying Taft Property for $60K
---------------------------------------------------
Earl L. Duron and Kirsten A. Duron ask the U.S. Bankruptcy Court
for the Western District of Texas to authorize the sale of real
property with improvements locally known as 234 Retreat Dr., Taft,
Texas, also known as Lot 13 Bay Retreat, Rockport, Texas, to Brant
J. and Judith K. Nordwick and/or assigns for $60,000.

This sale is part of a funding mechanism for the Plan.  The Debtors
seek to sell the property prior to confirmation of the Plan.  The
sale will be made "as is, where is," with no representations or
warranties of any kind, except as set forth in the Contract, and
free and clear of all liens, claims, preferential  rights,
interests and encumbrances whatsoever.  The sale contemplates that
a closing will occur 15 days after the title company issues a
commitment.  The Debtor and the Buyers' obligations to consummate
the transactions contemplated in the Agreement will be conditioned
upon the Court's entry of the Approval Order.

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

      http://bankrupt.com/misc/Earl_Duron_65_Sales.pdf

These entities assert a lien on the property:

   a. Bank of America holds a lien on the property to secure a debt
in the approximate amount of $10,657.

   b. Building Specialties, a division of L and W Supply Corp.
asserts a lien recorded on Sept. 15, 2009 to secure a debt in the
amount of $240,944.

   c. Aransas County will be owed prorated taxes for 2017.

Texas Heritage Brokers is the court-appointed realtor for the
Debtor who will receive a 5% commission.

The Debtors propose that the first proceed of sale be used to pay
all normal and customary cost of closing including survey cost,
title policy, and Realtor Fees, if any.  After these claims, costs,
any ad valorem taxes, the Debtors seek authority to pay the allowed
claim of Bank of America and the remaining funds will be held
pending further order of the Court.

In the exercise of its business judgment, the Debtors have
determined that the proposed sale to the Purchasers is, at present,
the highest and best offer under the circumstances and will
maximize the value of the Estate.

The Debtors ask the Court that the stay under Bankruptcy Rules
6004(g) and 6006(d) are waived and are not in effect.

Earl L. Duron and Kirsten A. Duron sought Chapter 11 protection
(Bankr. W.D. Tex. Case No. 16-51161) on May 20, 2016.  The Debtor
tapped Dean William Greer, Esq., as counsel.


ECORE INVESTMENTS: Unsecureds to Recoup 20% Over 60 Months
----------------------------------------------------------
Ecore Investments, LLC, filed with the U.S. Bankruptcy Court for
the Eastern District of Pennsylvania a disclosure statement
referring to the Debtor's plan of reorganization filed on March 22,
2017.

Class 2 Claims of Unsecured Creditors Dietz & Watson, Inc., and
Defined Benefit Pension Fund are impaired by the Plan.  Unsecured
Claim will be paid 20 cents on the dollar, in cash, over 60 equal
monthly payments or within 30 days after the effective date of the
Plan, or the date on which such claim is allowed by a final
non-appealable order.

The Plan will be funded by Dr. Ernest Page II of Orlando, Florida.
Dr. Page will provide capital to fund the payments to each class as
well as the funds necessary to continue the renovation of the
property at 4726 Chestnut Street.  Dr. Page will serve will provide
oversight of the project.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/paeb16-18202-35.pdf

                     About Ecore Investments

Since 2013, Ecore Investments, LLC, has been in the business of
property development.  The Debtor purchases, renovates and leases
apartment units in the University City area of Philadelphia.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E. D. Pa. Case No. 16-18202) on Nov. 28, 2016.  The
case is assigned to Judge Ashely M. Chan.  Demetrius J. Parrish,
Jr., Esq., at the Law Office of Demetrius J. Parrish, Jr., serves
as the Debtor's legal counsel.


EDGEWELL PERSONAL: S&P Affirms 'BB+' CCR; Outlook Stable
--------------------------------------------------------
S&P Global Ratings affirmed all of its ratings on St. Louis,
Mo.-based personal care company Edgewell Personal Care, including
S&P's 'BB+' corporate credit and issue-level senior unsecured note
ratings.  At the same time, S&P revised its outlook on the company
to stable from negative.  Debt outstanding as of Dec. 31, 2016, was
$1.7 billion.

S&P's '3' recovery rating on the senior unsecured notes is
unchanged, indicating its view that creditors could expect
meaningful recovery (50%-70%; rounded estimate: 65%) in the event
of a payment default.

"The outlook revision reflects our assessment that Edgewell has
stabilized profitability after initial meaningful disruptions
following its separation from the Energizer battery business," said
S&P Global Ratings credit analyst Gerald Phelan.  "Edgewell's
profitability has recovered from its 2015 lows, and we now project
adjusted EBITDA margin above 19%."

Edgewell is a relatively small player in the global consumer
products sector, focusing on consumer staples such as razors,
feminine care, sun and skin care, and infant products.  The company
lacks scale and product diversity when compared to industry giants
such as Procter & Gamble Co. and Unilever, which have substantially
greater resources and capital flexibility. Still, S&P's ratings on
Edgewell incorporate the company's satisfactory No. 2 position in
the global $20 billion wet-shave category and consistent free cash
flow generating ability.  The wet-shave business drives the
company's performance, accounting for about 65% of operating
profit.  Edgewell's flagship Schick brand is a reputable, albeit
much smaller, competitor to Procter & Gamble's Gillette brand,
which dominates the category.  S&P nevertheless believes that
Schick's good brand equity, modest price discount to Gillette, and
continued investment in innovation will protect its retail shelf
space in an industry with few other meaningful competitors.  S&P
considers Gillette's latest announcement that it will lower U.S.
razor prices by over 10% on average as a competitive threat.
However, S&P assumes the impact on Edgwell's consolidated
profitability to be moderate (in the $15 million-$30 million area)
before the company's ongoing cost-savings initiatives.  S&P also
expects Edgewell will lower shareholder payments if competition is
more intense than expected. S&P considers competitors' fast growing
shave club and subscription services as less of a threat as those
businesses typically compete in a lower quality category.
Nevertheless, competitors employing this business model could
further disrupt the sector if product quality improves.

The stable outlook reflects S&P's expectation that the operational
realignment initiatives are largely complete and the company's
performance will be stable.  S&P anticipates the company will
continue to use the majority of excess cash flow for share
repurchases and acquisitions.  Nevertheless, S&P expects Edgewell
will adjust shareholder-enhancing initiatives if wet-shave
competition is more intense than S&P anticipates, such that
adjusted debt to EBITDA is maintained between 3x and 3.5x.

S&P could lower the ratings if the company exhibits a more
aggressive financial policy, making shareholder payments in excess
of our expectations such that adjusted debt to EBITDA is sustained
above 3.5x.  S&P could also lower the ratings if EBITDA decreases
by 10% from current levels due to increased competition from
Gillette or other new market entrants such as shave clubs.  S&P
could also lower the rating if there are meaningfully negative
developments pertaining to sun-care litigation.

S&P could raise the rating if the company meaningfully improves its
scale or product diversity through a transformational acquisition,
while demonstrating a financial policy and maintaining credit
protection measures consistent with an investment-grade rating.
S&P views this as highly unlikely, given the competitive landscape
in the personal-care industry, and since a large acquisition would
probably be funded with a meaningful amount of debt, potentially
resulting in credit ratio weakening.


EPICENTER PARTNERS: CPF Adds Provisions on Class 4 Claims Treatment
-------------------------------------------------------------------
CPF Vaseo Associates, LLC, filed with the U.S. Bankruptcy Court in
Arizona its latest disclosure statement, which explains its
proposed plan of reorganization for Epicenter Partners LLC and its
affiliates.

The latest plan contains additional provisions governing the
treatment of Class 4 non-insider unsecured claims.  

Under the plan, if the court finds and concludes that the proposed
treatment of insider unsecured claims unfairly discriminates
against holders of those claims or otherwise renders the plan not
confirmable, then holders of Class 4 non-insider unsecured claims
will receive their pro rata share of the "unsecured creditor
dividend fund" on a pari passu basis with all holders of Class
insider unsecured claims.

The disbursing agent will make an initial distribution of 50% of
the unsecured creditor dividend fund to holders of non-insider
unsecured claims and insider unsecured claims 60 days after the
effective date of the plan, subject to the requirement of the
disbursing agent to keep reserves from such distribution for
disputed claims.

Future distributions will be in the discretion of the committee of
non-insider unsecured creditors that will be appointed on the
effective date, according to the latest disclosure statement filed
on March 21.

A copy of the second amended disclosure statement is available for
free at https://is.gd/B6UAFi

                    About Epicenter Partners

Epicenter Partners LLC was formed in 2004 to acquire, manage, sell
or hold land for investment.  Gray Meyer Fannin LLC came into
existence in 2001 and was originally formed to provide development
services for affiliates.  Both are fully owned by Gray/Western
Development Company and managed, pursuant to that entity, by Bruce
Gray.

The companies sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz. Lead Case No. 16-05493) on May 16, 2016.
Epicenter disclosed $143,212,665 in assets and $66,913,279 in
liabilities.

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

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

On November 22, 2016, Sonoran Desert Land Investors LLC, East of
Epicenter LLC and Gray Phoenix Desert Ridge II LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz.
Case Nos. 16-07659 to 16-07661).  The cases are jointly
administered with that of Epicenter.


EVERETT'S AUTOMOTIVE: Can Use Cash Collateral on Interim Basis
--------------------------------------------------------------
Judge LaShonda Hunt of the U.S. Bankruptcy for the Northern
District of Illinois authorized Everett's Automotive, LLC, to use
cash collateral on an interim basis.

As adequate protection for any diminution in value of its interests
in the collateral, Liberty Bank & Trust was granted a postpetition
lien on cash, accounts, accounts receivable and proceeds, profits
and income derived from such collateral to the same extent,
validity, priority and value of Liberty Bank's secured claim as of
the date of filing, retroactive to March 13, 2017.

In addition, the Debtor will pay to Liberty Bank the sum of $4,042
per month, commencing April 1, 2017.

The Court will conduct a further hearing on the use of cash
collateral on April 13, 2017 at 10:30 a.m.

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

                About Everett's Automotive

Everett's Automotive, LLC, d/b/a Midas Auto Service Experts, filed
a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-07795) on March
13, 2017.  The petition was signed by Andrea Brown, Member.  The
Debtor is represented by Joel A. Schechter at the Law Offices of
Joel A. Schechter.  At the time of filing, the Debtor had less than
$50,000 in estimated assets and $500,000 to $1 million in estimated
liabilities.


FARR ENTERPRISES: Can Continue Using Cash Collateral Until May 19
-----------------------------------------------------------------
Judge J. Craig Whitley of the U.S. Bankruptcy Court for the Western
District of North Carolina further authorized Farr Enterprises,
Inc. to use cash collateral on an interim basis during the period
beginning March 18, 2017, and continuing through May 19, 2017, in
accordance with the terms of the First Interim Order.

As adequate protection for Reid and Patsy Scott's interest in the
Debtor's continued use of the cash collateral, the Debtor was
directed make an additional adequate protection payment to the
Scotts in the amount of $3,000 on or before April 3, 2017, and in
the same amount on or before May 3, 2017.

A final hearing on the use of cash collateral will be held on May
19, 2017 at 9:30 a.m. Any party, wishing to object to the use of
cash collateral allowed on a final basis, will file such objection
no later than May 10, 2017.

A full-text copy of the Third Interim Order, dated March 23, 2017,
is available at https://is.gd/5s1X4J


                    About Farr Enterprises, Inc.

Farr Enterprises Inc. filed a Chapter 11 bankruptcy petition
(Bankr. W.D.N.C. Case No. 16-40291) on July 1, 2016. The petition
was signed by Laura Aulgur, president.  Hon. Craig J. Whitley
presides over the case.  Edward C. Hay, Jr., Esq., at  Pitts, Hay &
Hugenschmidt P.A. represents the Debtor as counsel.  In its
petition, the Debtor estimated $2.11 million in assets and $1.9
million in liabilities.


FINJAN HOLDINGS: Provides Update for the Year Ended Dec 31, 2016
----------------------------------------------------------------
Finjan Holdings, Inc. (NASDAQ: FNJN), a cybersecurity company, is
providing shareholders with a financial update and a highlight of
key accomplishments for the full year ended December 31, 2016.

Financial Highlights for the Fourth Quarter of 2016

     * 110% increase in the fourth quarter revenue to $8.4 million
     
     * Achieved profitability with net income from operations of
$3.9 million or $0.17 per share

Financial Highlights for the Full Year Fiscal 2016:

     * 290% increase in fiscal 2016 revenue to $18.4 million

     * Ended the year with $13.7 million in cash
     
     * Net income from operations of $350,000 or $0.02 per share
for fiscal 2016

Financial Highlights for First Quarter of 2017

     * Nearly $10 million of revenue generated to-date with
Veracode license and resolution with Avast over a contract dispute
on their acquisition of AVG
     
     * Redeemed and retired $3.9 million or 38,801 shares (38%) of
Series A preferred stock as of March 16, 2017

"Fiscal 2016 represented a successful year, on many fronts, leading
to a nearly 300% increase in our revenue and profitability for both
the fourth quarter and full year. We achieved another trial victory
and reached resolution in litigation with Proofpoint. We
strengthened our outstanding track record with decisive final
written decisions on 6 IPR reviews and are still averaging nearly
80% of all administrative challenges being denied institution.
Finally, we signed material license agreements with F5 and Veracode
dropping more revenue to the bottom line," said Phil Hartstein,
President and CEO of Finjan Holdings. "We continue the momentum
into the first quarter with nearly $10 million in revenue mostly
driven by our resolution with Avast, and the quarter is not yet
closed. With two positive jury verdicts, numerous settlements, a
strong licensing pipeline, and a number of near-term catalysts in
both our licensing and mobile segments we believe we are well
positioned for a strong 2017 and beyond."

IP Licensing and Enforcement:

     * Finjan and Avast end dispute with $7.745 million payment
received in the first quarter

     * The value of Finjan's patents reinforced in six final
written decisions by the Patent Trial and Appeal Board (PTAB);

     * Currently in more than 25 licensing negotiations, ongoing in
various stages

Enforcement Update and Schedule:

     * Symantec (3:14-cv-02998-HSG, CAND SF) – Stay lifted on
March 29, 2016, and trial date set for April 9, 2018;

     * Blue Coat Systems II (5:15-cv-03295-BLF, CAND SJ) – Trial
date set for October 30, 2017;

     * ESET (3:16-cv-003731-JD, CAND SF) – Finjan filed two
separate lawsuits against ESET and its affiliates; Germany trial
date set for July 6, 2017; and,

     * Blue Coat Systems III (EP 0 965 094 B1 - 4c O 57/16) –
Finjan filed its third lawsuit against Blue Coat in Germany on
October 14, 2016 with trial date set for November 20, 2017
Emerging Mobile Security Business:

     * Gen3 mobile secure browser, VitalSecurityTM leveraging
Finjan's existing patented inventions has had considerable traction
with over 110,000 downloads to-date, over 900 reviews and a 4.5 out
of 5 star rating

     * Gen3.5 will launch in April – start of revenue generation

     * Gen4, a premium offering with a VPN embedded, is expected in
the third quarter of 2017

Advisory Services Business:

     * CybeRiskTM continues to establish its advisory services
pipeline of engagements;

A conference call to discuss fourth quarter and full year 2016
results is scheduled for 1:30 p.m. Pacific Time on March 28, 2017.

This Current Report on Form 8-K  is available at:
https://is.gd/3FtlwF
                                  
                                           About Finjan

Finjan, formerly known as Converted Organics, is a leading online
security and technology company which owns a portfolio of patents,
related to software that proactively detects malicious code and
thereby protects end-users from identity and data theft, spyware,
malware, phishing, trojans and other online threats.  Founded in
1997, Finjan is one of the first companies to develop and patent
technology and software that is capable of detecting previously
unknown and emerging threats on a real-time, behavior-based basis,
in contrast to signature-based methods of intercepting only known
threats to computers, which were previously standard in the online
security industry.

Finjan Holdings reported a net loss of $12.6 million in 2015, a net
loss of $10.5 million in 2014 and a net loss of $6.07 million in
2013.

As of Sept. 30, 2016, Finjan had $15.04 million in total assets,
$4.57 million in total liabilities, $13.68 million in redeemable
preferred stock and $3.22 million in stockholders' deficit.


FINJAN HOLDINGS: Reports $350K Net Income for 2016
--------------------------------------------------
Finjan Holdings, Inc., filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$350,000 on $18.39 million of revenue for the year ended Dec. 31,
2016, compared with a net loss of $12.60 million on $4.687 million
of revenue for the year ended Dec. 31, 2015.

As of date of filing, Finjan had $18.305 million total assets,
$3.933 million total liabilities, $13.5 million total redeemable
preferred stock and 886,000 of shareholders' equity.

Revenue in 2016 is derived from multiple license agreements that
the Company entered into with third-parties following negotiations
pursuant to their patent licensing and enforcement program. In
addition, the Company has a consulting business started in 2015.
Their revenues increased by $13.7 million or by 292%, to $18.4
million in the year ended December 31, 2016 compared to $4.7
million in the year ended December 31, 2015. The increase is
primarily due to licensing revenues.

The Company's cash requirements are, and will continue to be,
dependent upon a variety of factors.  Finjan expects to continue
devoting significant capital resources to the litigations in
process and any other litigation they pursue.  The Company also
expects to require significant capital resources to maintain its
issued patents, prosecute its patent applications, acquire new
technologies as part of its growth strategy, and attract and retain
qualified personnel on a full-time basis.

Operating expenses consists of sales and marketing, general and
administrative, and research and development.  Sales, general and
administrative expenses (SG&A) consisted primarily of legal fees
incurred in pursuing their revenues, and employee headcount related
expenses.  These comprise approximately 70% of total SG&A expense.
Litigation expenses decreased $1.7 million to $6.3 million in 2016
compared to 2015, and is primarily due to the timing of various
outstanding actions. Employee headcount related expenses remained
consistent year over at approximately $4.5 million.  In addition,
SG&A expenses which include consulting and other professional fees,
facilities and other administrative expenses and fees, decreased by
over $1 million in 2016 compared to 2015, primarily due to the cost
of relocating to California in 2015.

A full-text copy of the Form 10-K is available for free at:
https://is.gd/aH80iq

                  About Finjan Holdings

Finjan Holdings, Inc., formerly known as Converted Organics, is a
leading online security and technology company which owns a
portfolio of patents, related to software that proactively detects
malicious code and thereby protects end-users from identity and
data theft, spyware, malware, phishing, trojans and other online
threats.  Founded in 1997, Finjan is one of the first companies to
develop and patent technology and software that is capable of
detecting previously unknown and emerging threats on a real-time,
behavior-based basis, in contrast to signature-based methods of
intercepting only known threats to computers, which were previously
standard in the online security industry.

Finjan Holdings reported a net loss of $12.6 million in 2015, a net
loss of $10.5 million in 2014 and a net loss of $6.07 million in
2013.

As of Sept. 30, 2016, Finjan had $15.04 million in total assets,
$4.57 million in total liabilities, $13.68 million in redeemable
preferred stock and $3.22 million in stockholders' deficit.


FIRST ONE HUNDRED: Properties to be Sold for $700K Under ASB Plan
-----------------------------------------------------------------
A creditor of First One Hundred LLC filed a Chapter 11 plan for the
company that proposes to sell its real properties to the City of
Orlando.

The plan filed by Aaronson Schantz Beiley P.A., a secured creditor,
proposes to sell six apartment buildings owned by First One Hundred
for $700,000.

The properties located in Orlando, Florida, are estimated to be
worth $1.5 million to $1.7 million.

In addition, the city will subordinate its lien claims of about
$3.7 million against the properties, and will release $7,449, which
is presently segregated in a tax escrow fund established under a
prior court order.

The proceeds generated from the transaction will be used to fund
the proposed plan, according to Aaronson Schantz' disclosure
statement filed on March 21 with the U.S. Bankruptcy Court for the
Southern District of Florida.

Under the plan, Class 8 general unsecured claim of PDQ Coolidge
Formad LLC, the previous owner of the properties, and Class 9
general unsecured trade claims will be paid pro rata on the
effective date of the plan after administrative expenses and claims
in Classes 1 to 6 are paid.

First One Hundred disputes the $800,000 claim of PDQ Coolidge,
which has been allowed for purposes of the plan, according to the
disclosure statement.

A copy of the disclosure statement is available for free at
https://is.gd/NO7YhZ

Aaronson Schantz is represented by:

     Geoffrey S. Aaronson, Esq.
     Steven L. Beiley, Esq.
     Samuel J. Capuano, Esq.
     Miami Tower
     100 SE 2nd Street, 27th Floor
     Miami, Florida 33131
     Tel. 786.594.3000
     Fax 305.424.9336
     Email: gaaronson@aspalaw.com
     Email: sbeiley@aspalaw.com
     Email: tmckeown@aspalaw.com
     Email: scapuano@aspalaw.com

                     About First One Hundred

First One Hundred LLC (Bankr. S.D. Fla., Case No. 16-13973) sought
protection under Chapter 11 of the Bankruptcy Code on March 21,
2016.  The Debtor is represented by Zach B Shelomith, Esq., at
Leiderman Shelomith, PA.

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

The Debtor filed a plan of reorganization and accompanying
disclosure statement proposing for the sale of its real properties
and paying secured and unsecured creditors a distribution of 100%
of their allowed claims.

A full-text copy of the disclosure statement dated Aug. 1, 2016, is
available at http://bankrupt.com/misc/flsb16-13973-65.pdf


FIRST QUALITY: S&P Revises Outlook to Stable & Affirms 'BB' CCR
---------------------------------------------------------------
S&P Global Ratings revised its outlook to stable from negative on
Great Neck, NY.–based First Quality Enterprises Inc.  At the same
time, S&P affirmed its 'BB' corporate credit rating and S&P's
'BBB-' issue-level rating on the company's senior secured bank
credit facilities; the recovery rating is '1', reflecting S&P's
expectation for very high (90%-100%; rounded estimate: 95%)
recovery in the event of a payment default.  S&P also affirmed its
'BB-' issue level rating on the senior unsecured debt; the recovery
rating is '5', reflecting S&P's expectation for modest (10%-30%;
rounded estimate: 10%) recovery in the event of a payment default.

Total debt outstanding as of Dec 31, 2016, was about $2.16 billion,
including notes payable to related parties.

"The outlook revision reflects our expectations that First
Quality's credit metrics will remain relatively stable despite
competitive challenges, heavy investments in new capacity, and
shareholder-friendly distributions," said S&P Global Ratings credit
analyst Katherine Heng.  S&P believes the company's entrenched
market position with its existing customers as a high-grade
private-label disposable personal care products manufacturer will
support gradually growing revenues and cash flows as it phases in
new tissue capacity such that its credit metrics remain near
current levels.

S&P's rating reflects the company's defensible position, primarily
as a private-label products manufacturer in categories with stable
end-user demand (notably adult care, towel and tissue, and infant
care), and its satisfactory track record of organic earnings growth
over the last few years (excluding recall and litigation charges in
2014).  S&P believes this is primarily driven by the addition of
efficient assets, the addition of new capacity, and good operating
profit margins.

S&P has also factored into its rating First Quality's customer
concentration, which could weaken its bargaining power,
particularly with Wal-Mart and Sam's Club.  In addition, most
retailers are actively managing costs and are looking to pass on
pressure on sales prices down the chain, which could lead to margin
pressure at First Quality over time unless it is able to adjust its
cost base.  Moreover, the company faces intense competition from
solid, well-established branded and--to a lesser
extent--private-label manufacturers such as Kimberly-Clark Corp.,
Procter & Gamble Co., Clearwater Paper Corp., Georgia-Pacific LLC,
and Svenska Cellulosa Aktiebolaget.

The stable outlook reflects S&P's expectation that the company's
entrenched market position as a premium-quality private-label
manufacturer with its existing customer base will support stable
earnings and cash flow growth, and that it successfully phases-in
new tissue capacity such that its financial leverage remains at
about 4x or below over a business cycle.  S&P also believes it will
be able to offset any margin pressure by ongoing cost reductions,
efficiency gains as a result of improving asset quality as new
paper machines are phased in, and reasonable pricing and volume
stability.  S&P expects the company to manage its shareholder
distributions in case operating cash flow deteriorates so that debt
to EBITDA remains around current levels.

S&P could lower the ratings if the company's leverage deteriorates,
including debt to EBITDA remaining well above 4x over our forecast
horizon.  S&P believes this could occur if First Quality
experiences material customer losses, potentially stemming from
quality issues or intensifying competition, or if it struggles to
phase in or economically utilize its new capacity.  S&P could also
lower its ratings if the company increases shareholder remuneration
above S&P's base case expectations, which results in elevated
leverage.  Lastly, S&P's stable outlook assumes First Quality
ensures it has sufficient committed financing in place to fund its
extensive investment program.

S&P could raise the ratings if profit growth and free cash flow
significantly exceed S&P's expectation, resulting in credit metrics
strengthening including debt to EBITDA sustained below 3x. S&P
estimates EBITDA would have to increase by about 30% or debt would
have to decline by $500 million for this to occur.


FLORIDA EAR: Seeks to Hire Stichter Riedel as Legal Counsel
-----------------------------------------------------------
Florida Ear & Sinus Center P.A. seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to hire legal
counsel in connection with its Chapter 11 case.

The Debtor proposes to hire Stichter, Riedel, Blain & Postler, P.A.
to give legal advice regarding its duties under the Bankruptcy
Code, negotiate with creditors to formulate a plan of
reorganization, represent the Debtor in negotiations with potential
financing sources, and provide other legal services.

Stichter Riedel received a retainer in the amount of $50,000 from
the Debtor.  The firm will be paid on an hourly basis in accordance
with its customary rates that are in effect on the date the
services are rendered.

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

The firm can be reached through:

     Stephen R. Leslie, Esq.
     Stichter, Riedel, Blain & Postler P.A.
     110 East Madison Street, Suite 200
     Tampa, FL 33602-4700
     Tel: (813) 229-0144
     Fax: (813) 229-1811

                        About Florida Ear

Headquartered in Sarasota, Florida, Florida Ear & Sinus Center,
P.A., owns and operates a medical practice which specializes in the
treatment of diseases and surgery of the ears, nose and throat.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D.
Fla. Case No. 17-01120) on Feb. 13, 2017, estimating its assets and
liabilities at between $100,001 and $500,000 each.  Harley E.
Riedel, Esq., at Stichter Riedel Blain & Postler, P.A., serves as
the Debtor's bankruptcy counsel.

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


FLORIDA EAR: Seeks to Hire Suplee Shea as Accountant
----------------------------------------------------
Florida Ear & Sinus Center P.A. seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to hire an
accountant.

The Debtor proposes to hire Suplee, Shea, Cramer & Rocklein, P.A.
to prepare its tax returns, provide litigation support and
testimony, assist with its financial reporting requirements, and
provide other accounting services.

The hourly rates charged by the firm range from $85 per hour to
$225 per hour.

Raymond Suplee, president of Suplee Shea, 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:

     Raymond Suplee
     Suplee, Shea, Cramer & Rocklein, P.A.
     800 South Osprey Avenue
     Sarasota, FL 34236-7834
     Tel: (941) 366-3600
     Fax: (941) 954-4512

                        About Florida Ear

Headquartered in Sarasota, Florida, Florida Ear & Sinus Center,
P.A. owns and operates a medical practice which specializes in the
treatment of diseases and surgery of the ears, nose and throat.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D.
Fla. Case No. 17-01120) on Feb. 13, 2017, estimating its assets and
liabilities at between $100,001 and $500,000 each.  Harley E.
Riedel, Esq., at Stichter Riedel Blain & Postler, P.A., serves as
the Debtor's bankruptcy counsel.

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


FLORIDA EAST: S&P Puts 'CCC+' CCR on CreditWatch Positive
---------------------------------------------------------
S&P Global Ratings placed its 'CCC+' corporate credit rating on
Florida East Coast Industries LLC on CreditWatch with positive
implications.

The CreditWatch positive placement follows higher-rated Grupo
Mexico S.A.B. de C.V.'s announcement that it has agreed to buy
Florida East Coast Holdings for $2.1 billion.  The transaction is
subject to customary regulatory approvals.  FECH and FECI are
co-borrowers on a $1.1 billion senior debt issue.  Florida East
Coast Railway Corp., a subsidiary of FECH, guarantees the debt.

S&P plans to resolve the CreditWatch positive placement after the
transaction closes.  At that point, S&P will likely withdraw all of
its ratings on Florida East Coast if the company's rated debt is
repaid.



FOLTS HOME: Upstate-led Auction of All Assets on June 1
-------------------------------------------------------
Judge Diane David of the U.S. Bankruptcy Court for the Northern
District of New York authorized the Purchase Agreement by and
between Folts Home and Folts Adult Home, Inc., and Upstate Service
Group, LLC, in connection with their sale of substantially all
assets for $9,750,000, subject to overbid.

Upstate is designated as the stalking-horse bidder for the Assets,
the Purchase Agreement is deemed a Qualified Bid for the Assets and
Upstate is deemed a Qualified Bidder for the Assets.

Upstate waives its right to assert an administrative expense claim
in the amount of the Chapter 11 Deposit under section 2.1(b) of the
Purchase Agreement.

The Bidding Procedures are approved, and will apply with respect to
the sale of the Assets.  The Debtors are authorized to take all
actions necessary or appropriate to implement the Bidding
Procedures.

A copy of the Agreement and Bidding Procedures attached to the
Order is available for free at:

           http://bankrupt.com/misc/Folts_Home_82_Order.pdf

As further described in the Bidding Procedures, the deadline for
submitting bids for the Assets is May 26, 2017 at 4:00 p.m. (PET).
No bid will be deemed to be a Qualified Bid or otherwise considered
for any purposes unless such bid meets the requirements set forth
in the Bidding Procedures.

The Debtors may sell the Assets by conducting an Auction in
accordance with the Bidding Procedures. If more than one Qualified
Bid is timely received by the Debtors in accordance with the
Bidding Procedures, the Auction will take place on June 1, 2017 at
10:00 a.m. (PET) at the offices of Bond, Schoeneck & King, PLLC,
One Lincoln Center, Syracuse, New York, or such other place and
time as the Debtors will notify all Qualified Bidders and other
invitees.

Each Qualified Bidder participating at the Auction will be required
to confirm that it has not engaged in any collusion with respect to
the bidding or the Sale.

The Sale Hearing will be held before the Court on June 13, 2017 at
2:00 p.m. (PET), or as soon thereafter as counsel and interested
parties may be heard.

The Notice of Auction and Sale is approved.  On 3 business days
after entry of this Bidding Procedures Order, the Debtors will
cause (i) a copy of the Notice of Auction and Sale Hearing and (ii)
a copy of the Bidding Procedures Order to all notice parties.

On 3 business days after entry of this Bidding Procedures Order,
the Debtors will serve the Notice of Auction and Sale Hearing on
all known creditors of the Debtors and all residents of the
Facilities or the residents' designated family members.

The Notice of Assignment and Assumption is approved. No later than
3 business days after entry of this Bidding Procedures Order, the
Debtors will serve the Notice of Assumption and Assignment on all
non-debtor parties to executory contracts and unexpired leases.
The Notice of Assumption and Assignment will identify the cure
amounts that the Debtors believe must be paid to cure all
prepetition defaults under the executory contracts and unexpired
leases.  n addition, if the Debtors identify additional executory
contracts or unexpired leases that might be assumed by the Debtors
and assigned to the Successful Bidder not set forth in the original
Notice of Assumption and Assignment, the Debtors will promptly send
a supplemental notice to the applicable counterparties to such
additional executory contracts and unexpired leases.

If a Cure Amount/Assignment Objection challenges a Cure Amount, the
objection must set forth the cure amount being claimed by the
objecting party with appropriate documentation in support thereof.
Upon receipt of a Cure Amount/Assignment Objection, the Debtors are
authorized, but not directed to resolve any Cure Amount/Assignment
Objection by mutual agreement with the objecting counterparty to
any executory contract or unexpired lease without further order of
the Court. The Debtors are also authorized to file a response to
any Cure Amount/Assignment Objection by 4:00 p.m. on June 9, 2017.
In the event that the Debtors and any objecting party are unable to
consensually resolve any Cure Amount/Assignment Objection, the
Court will resolve any such Cure Amount/Assignment Objection at a
hearing to be held at 2:00 p.m. on June 13, 2017 or on such later
date as the Court may determine.

The non-debtor parties to the executory contracts and unexpired
leases will have until 4:00 p.m. on June 12, 2017 to file a written
objection to the assumption, assignment and/or transfer of such
executory contract or unexpired lease solely on the issue of
whether the Successful Bidder and/or Backup Bidder can provide
adequate assurance of future performance as required by section 365
of the Bankruptcy Code.  Any such objections will be heard at the
Sale Hearing.

Any objections to the sale of the Assets, or to the balance of the
relief requested in the Motion and not granted in the Bidding
Procedures Order must be made no later than 4:00 p.m. (PET) on the
same day, upon the Notice Parties.

The stays provided for in Bankruptcy Rules 6004(h) and 6006(d) are
waived and the Bidding Procedures Order will be effective
immediately upon its entry.

                          About Folts Home

Folts Home is a New York not-for-profit corporation and the owner
of a 163-bed long-term residential health care and rehabilitation
facility located at 100-122 North Washington Street, Herkimer, New
York.  In addition to long-term skilled nursing and residential
care, Folts Home provides memory care to residents with dementia,
palliative care and respite care and operates an adult day care
program.  Folts Home also offers rehabilitation services, such as
physical, occupational and speech therapy, on both inpatient and
out-patient bases.  Currently, Folts Home has approximately 218
active employees.  Approximately 124 of the employees are
full-time, 60 are part-time and 34 employees are employed on a per
diem basis.  None of Folts Home's employees are represented by
labor unions.

Folts Adult Home, Inc. ("FAH"), also known as Folts-Claxton, is a
New York not-for-profit corporation and the owner of an 80-bed
adult residential center that was constructed in 1998 and is
located at 104 North Washington Street, Herkimer, New York.  FAH
residents reside in separate apartments and are provided services
such as daily meals, laundry, housekeeping and medication
assistance.  FAH has approximately 22 active employees.
Approximately 12 are full-time employees and 10 are part-time
employees.  None of FAH's employees are represented by labor
unions.

Folts Home and FAH currently have average daily censuses of 145
and
69, respectively.  Folts Home has 3 major payors: Medicare,
Medicaid and Excellus/Blue Cross. The majority of FAH residents
are
government subsidized, with 58% covered by Social Security
Insurance and 42% private pay.

Folts Home and Folts Adult Home, Inc., filed separate, voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. N.D.N.Y. Case Nos. 17-60139 and 17-60140, respectively) on
Feb. 16, 2017.  The Chapter 11 cases are being jointly
administered
under Bankruptcy Rule 1015(b) pursuant to an order of the Court.

Folts Home and Folts Adult Home, Inc., through duly-appointed
receivers HomeLife at Folts, LLC and HomeLife at Folts-Claxton,
LLC, continue to operate their skilled nursing home and adult
residence businesses, respectively, and manage their properties as
debtors in possession.

William K. Harrington, the U.S. Trustee for Region 2, appointed
Krystal Wheatley as the Patient Care Ombudsman for the Debtors.


FREEDOM GROUP: S&P Lowers CCR to 'CCC+ on Lowered 2017 Forecast
---------------------------------------------------------------
S&P Global Ratings said it lowered its corporate credit rating on
Madison, N.C.-based Freedom Group Inc. to 'CCC+' from 'B-'.  The
rating outlook is negative.

At the same time, S&P lowered its issue-level rating on the
company's $575 million senior secured term loan due 2019 to 'CCC+'
from 'B-'.  The recovery rating on this debt remains '3',
reflecting S&P's expectation for meaningful recovery (50% to 70%;
rounded estimate: 50%) in the event of a payment default.  In
addition, S&P lowered its issue-level rating on the company's
third-priority notes due 2020 to 'CCC-' from 'CCC'.  The recovery
rating on this debt remains '6', reflecting S&P's expectation for
negligible recovery (0% to 10%; rounded estimate: 0%) in the event
of a payment default.

"The rating downgrade reflects our lowered 2017 and 2018 base-case
revenue and cash flow forecast following steep year-over-year
declines in NICS firearm background checks since the November 2016
U.S. election," said S&P Global Ratings credit analyst Jing Li.

NICS firearm background checks, which tend to correlate with
firearm sales over time, declined in the mid- to high-teens
percentage area in the three months ended Feb. 28, 2017.  S&P
believes firearm sales are likely to decline at least through the
end of 2017.  Given the outcome of the November 2016 election, S&P
believes consumer fears of increased firearm regulation have
decreased meaningfully and will likely result in significantly
slower firearm and ammunitions sales this year.  In addition, 2016
was a record year for background checks and firearm sales, making
it a very tough comparison for 2017 sales.  Even in the event the
rate of decline in firearm and ammunitions sales moderates later in
the year, which is unlikely in S&P's view given strong
fourth-quarter 2016 background checks, S&P estimates that revenue
at Freedom Group could decline between 10% and 20% in 2017.
Depending upon how quickly the company can reduce its cost
structure in the interim, S&P estimates that EBITDA could decline
between 30% and 50% in 2017.  This could cause total adjusted debt
to EBITDA to spike above 10x, EBITDA coverage of interest expense
to deteriorate to the low- to mid-1x area, and the company to burn
cash in 2017.  As a result, and despite the company's current
sizable cash balances, S&P believes that revenue and cash flow
would need to recover significantly and in a sustained manner in
2018 in order to support a refinancing of the company's
$575 million senior secured term loan and ABL facility, both due
2019 (which are more than two-thirds of the company's aggregate
debt), otherwise the risk of a debt restructuring of some form over
the next two years increases.

The negative outlook reflects S&P's base-case forecast for
significant revenue and EBITDA declines in 2017, and the
possibility that revenue and cash flow may not recover sufficiently
in 2018 to support a refinancing of the company's term loan and ABL
facility, both due the first half of 2019.


GATEWAY ENTERTAINMENT: To Auction Pittsburgh Property for $12K
--------------------------------------------------------------
Gateway Entertainment Studios, LP, asks the U.S. Bankruptcy Court
for the Western District of Pennsylvania to authorize the sale of
real property and improvements located at 24 32nd Street,
Pittsburgh, Pennsylvania, in the 6th Ward of the City of
Pittsburgh, County of Allegheny and Commonwealth of Pennsylvania,
being designated as Block 25C Lot 40 in Deed Book Volume Registry
of Allegheny County, Pennsylvania, by public auction for a reserve
price in the amount of $11,800,000.

The Debtor is the owner of the Property.

Simultaneously with the filing of the Motion, the Debtor, with the
consent of the Official Committee of Unsecured Creditors, will file
a Motion to Approve Bidding Procedures.  The bidding procedures
will be included the Notice of Sale which will be advertised in
accordance W.PA.LBR 6004.1.

The Property will be sold pursuant to the Form Asset Purchase
Agreement attached to the Motion to Approve Bidding Procedures.
Per the Motion to Approve Bidding Procedures, a reserve price in
the amount of $11,800,000 will be established.

These parties may hold liens, claims and encumbrances against the
Property are: (i) Burchick Construction Co.; (ii) South Hills
Builders, LLC; (iii) 31st Street Business Park; (iv) Skyline
Industries, Inc.; (v) City of Pittsburgh; (vi) City of Pittsburgh
School District; (vii) Allegheny County Treasurer; (viii) Internal
Revenue Service; and (ix) Commonwealth of Pennsylvania, Department
of Revenue.

The Property is being sold as-is, where-is.  The Debtor, with the
consent of the Official Committee of Unsecured Creditors, proposes
that the Property be sold pursuant to a public sale.  The Debtor
believes that the proposed public sale is fair and reasonable and
acceptance and approval of the same is in the best interest of the
Estate.

             About Gateway Entertainment Studios

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

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

as counsel.  The Debtor tapped Hill Barth & King LLC as
accountant.

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


GATOR EQUIPMENT: Seeks to Hire Wegmann Dazet as Accountant
----------------------------------------------------------
Gator Equipment Rentals of Iberia, LLC seeks approval from the U.S.
Bankruptcy Court for the Western District of Louisiana to hire an
accountant.

In court papers, Gator Equipment proposes to hire Wegmann Dazet &
Company to prepare tax analysis and filings, and provide other
accounting services related to the Chapter 11 cases filed by the
company and its affiliates.

The hourly rates charged by the firm range from $85 to $250.

Kerney Craft, Jr., the Wegmann accountant designated to provide the
services, disclosed in a court filing that he is a "disinterested
person" as defined in section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Kerney F. Craft, Jr.
     Wegmann Dazet & Company
     111 Veterans Blvd., Suite 800,
     Metairie, LA 70005
     Phone: 504-837-8844
     Fax: 504-837-0856
     Email: info@wdco.biz

            About Gator Equipment Rentals of Iberia

Gator Equipment Rentals of Iberia, LLC, Gator Equipment Rental of
Fourchon, LLC, Gator Crane Services, LLC, and Gator Equipment
Rentals, LLC filed Chapter 11 petitions (Bankr. W.D. La. Lead Case
No. 16-51667) on Dec. 5, 2016.  Judge Robert Summerhays oversees
the Debtors' cases.  

The Debtors are represented by Paul Douglas Stewart, Jr., Esq.,
Brandon A. Brown, Esq., and Ryan J. Richmond, Esq., at Stewart
Robbins & Brown LLC.  They also have employed BlackBriar Advisors,
LLC to provide a chief restructuring officer; and Gordon Brothers
Asset Advisors, LLC as equipment appraisers.

Gator Equipment Rentals of Iberia and Gator Equipment Rentals of
Fourchon each listed under $50,000 in assets and between $1 million
and $10 million in liabilities.  Gator Crane Service, and Gator
Equipment Rentals listed between $1 million and $10 million in both
assets and liabilities.

No trustee, examiner or official committee of creditors or equity
interest holders has been appointed.

On March 6, 2017, the Debtors filed a disclosure statement, which
explains their proposed Chapter 11 plan of reorganization.


GOING VENTURES: Can Continue Using Cash Collateral Until April 5
----------------------------------------------------------------
Judge Laurel M. Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida authorized Going Ventures, LLC, d/b/a
Going Aire, LLC, to use cash collateral on an interim basis through
April 5, 2017.

Judge Isicoff observed that the alleged liens of the Alleged
Lenders are adequately protected in connection with the the
Debtor's use of cash collateral. He further observed that the
interest rates charged by the Alleged Lenders, appears to be
usurious, which would render those obligations unenforceable, and
therefore, they not entitled to adequate protection.

Judge Isicoff held that the Debtor will not need a further court
order to pay U.S. Trustee even if the amount exceeds the amount set
forth in the budget for there will be a carve out for payment of
U.S. Trustee Fees in the event that the Debtor does not have
sufficient funds to pay the fees.

A final hearing on the Debtor's Motion will be held on Wednesday,
April 5, 2017 at 2:30 p.m.  

A full-text copy of the Second Interim Order, dated March 21, 2017,
is available at https://is.gd/AnGU8V

                       About Going Ventures, LLC

Going Ventures, LLC, d/b/a Going Aire, LLC, filed a Chapter 11
petition (Bankr. S.D. Fla. Case No. 17-12747) on March 7, 2017.
The petition was signed by Carl Bradley Copeland, manager. The case
is assigned to Judge Laurel M Isicoff.  The Debtor is represented
by David R. Softness, Esq. of David R. Softness, P.A.  At the time
of filing, the Debtor had total assets of $72,900 and total
liabilities of $1.01 million.  No trustee, examiner or statutory
committee has been appointed in the Debtor's Chapter 11 case.


GULF PAVING: Seeks to Hire IronPlanet as Auctioneer
---------------------------------------------------
Gulf Paving Company, Inc. seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to hire an auctioneer.

The Debtor proposes to hire IronPlanet, Inc. in connection with the
sale of a vehicle it owns via an internet auction to be conducted
by the firm for a minimum period of 90 days or until a sale
contract is executed.

IronPlanet will get 8% of the sale price of any completed auction
or private sale of the vehicle.  In addition, the Debtor will pay a
listing fee of $340, a lien search fee of $50, and a title transfer
fee of $50.

IronPlanet does not hold any interest adverse to the Debtor or its
property, according to court filings.

The firm can be reached through:

     Bonnie Waldron
     IronPlanet, Inc.
     3825 Hopyard Road, Suite 250
     Pleasanton, CA 94588-8528

                   About Gulf Paving Company

Gulf Paving Company, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-08113) on Sept. 20,
2016. The petition was signed by Timothy B. Lause, president.

At the time of the filing, the Debtor disclosed $2.82 million in
assets and $3.03 million in liabilities.

Richard A Johnston, Jr., Esq., at Johnston Law, PLLC, serves as the
Debtor's bankruptcy counsel.

The Debtor hired Robert Richardson of Wiltshire, Whitley,
Richardson & English, P.A. as accountant; Michael Kayusa, Esq., as
special counsel; and Maxwell Hendry Simmons Real Estate Appraisers
& Consultants as appraiser.


GYPC INC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: GYPC, Inc.
          aka USMotivation, Inc.
          fka General Yellow Pages Consultants, Inc.
          fdba Marquette Group
        475 Stonehaven Road
        Dayton, OH 45429

Case No.: 17-31030

Business Description: USMotivation, Inc., designs and operates
                      programs that motivate employees, dealers,
                      resellers and distributors, helping increase
                      productivity and profitability, reduce
                      turnover and promote innovation.

                      Web sites: http://www.marquettegroup.com/
                                 http://www.usmotivation.com/

Chapter 11 Petition Date: March 30, 2017

Court: United States Bankruptcy Court
       Southern District of Ohio (Dayton)

Judge: Hon. Guy R Humphrey

Debtor's Counsel: Tami Hart Kirby, Esq.
                  PORTER WRIGHT MORRIS & ARTHUR LLP
                  One South Main Street
                  Fifth Third Center, Suite 1600
                  Dayton, OH 45402
                  Tel: 937 449-6721
                  Fax: 937-449-6820
                  E-mail: tkirby@porterwright.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $50 million to $100 million

The petition was signed by Christopher F. Cummings, chairman and
CEO.

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/ohsb17-31030.pdf


HANSELL MITZEL: BYK Buying Lot 225 for $115K
--------------------------------------------
Daniel R. Mitzel and Patricia R. Burklund ask the U.S. Bankruptcy
Court for the Western District of Washington to authorize the sale
of real property of the estate located at 24341 Nookachamp Hills
Drive, Mount Vernon, Washington ("Lot 225") to BYK Construction,
Inc., for $115,000 with up-front payment of $90,000 and the Debtors
carrying a promissory note by BYK in the amount of $25,000, secured
by a second Deed of Trust against Lot 225, junior to a BYK
lender(s).

A hearing on the Motion is set for April 14, 2017 at 9:30 a.m.  The
objection deadline is April 7, 2017.

As has been set forth in prior sale motions, Nookachamp Hills is a
residential real estate development project in Mount Vernon,
Washington, consisting of 252 lots in 4 phases.  Phases 3 and 4
comprised 91 lots recorded in 2008.  Currently 47 lots remain
unsold.  The Debtors own 21 lots (following the Court-approved sale
of Lots 209 and 239, 25 lots are owned by Paul W. Rutter, and 1 lot
is owned by Nookachamp Hills, LLC (an LLC owned 50% by the Debtors
and 50% by Paul W. Rutter).  Aside from the two post-petition lot
sales, the Debtors previously owned and sold 22 Nookachamp Hills
lots and they built and sold 1 custom home, and 2 speculative
"spec" homes in Divisions 3 and 4 (one of which was Nookchamp House
sale approved by the Court).

As with the Lots 209 and 239 sales, the Buyer of Lot 225 is BYK
Construction.  Other than a business relationship, the Debtors have
no connection with BYK.  BYK has purchased more lots from the
Debtors than any other builder in the Divisions 2-B, 3 and 4 of
Nookachamp Hills.  All sales, including the proposed sale of Lot
225, have been negotiated transactions conducted at arms-length.

Most of the lots the Debtors have sold to BYK for speculative
"spec" home building over the last five years (at least 7 lots
prepetition) have been under an arrangement whereby BYK pays a
portion of the purchase price up front, with the Debtors carrying a
note for the remainder of the price.  

This is a common practice in the real estate development industry
that helps the builder stretch its available capital and allows for
a higher purchase price to be paid to the seller.

The proposed Lot 225 sale is for a base purchase price of $115,000
with up-front payment of $90,000 and the Debtors carrying a
promissory note by BYK in the amount of $25,000, secured by a
second Deed of Trust against Lot 225, junior to a BYK lender(s).
The $25,000 Note will accrue interest at 5% annually and be due and
payable on the earlier of 18 months or the closing of the sale of
the built home.  The sale also contemplates payment to the Debtors
of 50% of Gross Profits above $60,000, up to a maximum of $5,000.
The listing price for Lot 225 was $140,000; based on Dan Mitzel's
extensive knowledge of the Nookachamp Hills project, the Debtors
believe the proposed sale reflects the best value for Lot 225.

Peoples Bank holds a first position Deed of Trust against Lot 225
as security for a loan in the original amount of approximately
$3,350,000, with a current balance of approximately $1,343,716.
The Debtors ask to apply the net sale proceeds to the People Bank
secured claim.

The Debtors ask the Court to enter orders authorizing sale of Lot
225 free and clear of liens, claims and encumbrances as set forth.

Each of the proposed lot sales has a closing date of April 21, 2017
or sooner.

                   About Hansell Mitzel

Hansell/Mitzel LLC, d/b/a Hansell Mitzel Homes, d/b/a Resort
Maintenance Services, based in Mt. Vernon, Wash., filed a Chapter
11 petition (Bankr. W.D. Wash. Case No. 16-16311) on Dec. 21,
2016.
Hon. Timothy W. Dore presides over the case.  In its petition, the
Debtor estimated $10 million to $50 million in both assets and
liabilities.  The petition was signed by Daniel R. Mitzel,
managing
member.  John R Rizzardi, Esq., at Cairncross & Hempelmann, P.S.,
serves as bankruptcy counsel to the Debtor.


HETRAN INC: Hires Cunningham Chernicoff as Counsel
--------------------------------------------------
Hetran, Inc., seeks authority from the U.S. Bankruptcy Court for
the Middle District of Pennsylania to employ Cunningham Chernicoff
& Warshawsky, P.C., as counsel to the Debtor.

On February 24, 2016, the Debtor filed an Application Authorizing
Employment and Retention of Mette Evans & Woodside, as its counsel.
On April 21, 2016, an Order was entered approving the
Application.

Henry Van Eck is the partner at Mette Evans who is responsible for
performing the services for the Debtor. Mr. Van Eck is about to
leave the employ of Mette Evans based upon his appointment as a
Judge in the Middle District of Pennsylvania bankruptcy court.

As a result, the Debtor finds it necessary to employ additional
attorneys as a Debtor-in-Possession, during the transition period,
as Mr. Van Eck will leave the private practice of law shortly.

Hetran, Inc. requires Cunningham Chernicoff to:

   a. give the Debtor legal advice regarding its powers and
      duties as Debtor-in-Possession in the continued operation
      of its business and management of its property;

   b. prepare and file on behalf of the Debtor, as Debtor-in-
      Possession, all necessary applications, complaints,
      answers, orders, reports and other legal papers; and

   c. perform all other legal services for the Debtor, as Debtor-
      in-Possession, which may be necessary.

Cunningham Chernicoff will be paid at these hourly rates:

     Robert E. Chernicoff              $350
     Partners                          $200-$300
     Associate Attorneys               $150-$200
     Paralegals                        $100

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

Robert E. Chernicoff, partner of Cunningham Chernicoff &
Warshawsky, P.C., assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estates.

Cunningham Chernicoff can be reached at:

     Robert E. Chernicoff, Esq.
     CUNNINGHAM CHERNICOFF & WARSHAWSKY, P.C.
     2320 North Second Street
     Harrisburg, PA 17106-0457
     Tel: (717) 238-6570

                   About Hetran, Inc.

Hetran, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D.
Pa. Case No. 16-00596) on February 16, 2016, disclosing under $1
million in both assets and liabilities. The Debtor tapped Mette
Evans & Woodside as counsel. The Debtor also  hired Cunningham
Chernicoff & Warshawsky, P.C., as counsel.


HOUMA DOLLAR: Sunland Buying Ranger Property for $920K
------------------------------------------------------
Houma Dollar Partners, LLC, asks the U.S. Bankruptcy Court for the
Western District of Louisiana to authorize the sale of immovable
property located at 1410 TX-254 Loop, Ranger, Eastland County,
Texas, to Sunland Park, LLC, or his assigns, for $920,000.

The Property consists of a 9,183 square foot commercial building
currently under lease to Dollar General Corp.  Property is not
necessary to an effective reorganization.

The Debtor has entered into a Real Estate Sales Contract for the
sale of the Property for $920,000 to the Buyer, or his assigns.
The purchase price reflects the fair market value that was stated
in the appraisal, commissioned by BB& T Bank on Jan. 31, 2014.

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

     http://bankrupt.com/misc/Houma_Dollar_331_Sales.pdf

The Property is subject to a real estate mortgage in favor of BB&T
Bank and a lease with Dollar General that expires April 30, 2030
and includes three, 5-year option periods.  The Debtor is
requesting authority to sell the Property free and clear of all
liens and mortgages and that all mortgages and liens attach to the
proceeds of the sale allowing the net proceeds be paid directly to
the secured creditor, BB&T Bank.  The net proceeds is the amount
remaining after paying the costs associated with the sale.

Due to requirements made by the Title Company that is handling the
closing and the request of the Clerk of Court for the county the
Order approving the sale must specify that all mortgage and liens
affecting the property being sold will be cancelled and erased
insofar and only insofar as they affect the Property, including
without limitation the following described encumbrances:

          a. Second Lien Deed of Trust dated Nov. 15, 2010 from the
Debtor to R. Laneaddison, Trustee, recorded on Dec. 2, 2010 under
Document No. 2010-003319, Official Public Records of Eastland
County, Texas.  Said instrument secures payment of one note of even
date therewith in the original principal amount of $32,670 payable
to Brady Millerand Charles Baucum, all astherein provided.

          b. Mechanic's and Material man's Lien Affidavit dated May
12, 2010 by Acme Brick for the amount of $1,754 and recorded under
Document No. 2010-001270, Official Public Records of Eastland
County, Texas.

          c. Mechanic's and Material man's Lien Affidavit dated May
17, 2010 by Charles Baucum, et al for the amount of $15,853 and
recorded under Document No. 2010-001309, Official Public Records of
Eastland County, Texas.

          d. Abstract of Judgment dated June 23, 2010 in favor of
TMS Environmental Austin, LLC, and recorded under Document NO.
2010-001656, Official Public Records of Eastland County, Texas,
securing Judgment in Cause #D-IGN-09-003009 in 350th District Court
of Travis County, Texas styled TMS Environmental Austin -vs Houma
Dollar Partners, LLC, et al in original principal amount of
$112,411 plus post judgment interest (acquired and awaiting
recording of said release).

          e. Deed of Trust, Assignment of Rents & Leases dated June
19, 2009 executed by Houma Dollar Partners, LLC to Richard A.
Wright, Esq.; Trustee recorded under Document No. 2009-002013,
Official Public Records of Eastland County, Texas.  Said instrument
secures payment of one certain promissory note of even date
therewith in the original principal amount of $615,000 payable to
Colonial Bank, all as therein provided.  Said lien was assigned by
FDIC as Receiver for Colonial Bank to Branch Banking and Trust
Company by instrument dated Aug. 30, 2011 and recorded under
Document No. 2012-001275, Official Public Records of Eastland
County, Texas.

           f. Mechanic's and Material man's Lien Affidavit dated
June 14 2010 by Border States Electric, Inc. for the amount of
$2,655 and recorded under Document No. 2010-001592, Official Public
Records of Eastland County, Texas.

           g. The ad valorem tax liens of the Eastland County
Appraisal District and Eastland County for the 2017 tax year will
be expressly retained until the payment of the 2017 taxes, plus any
penalties and interest that may accrue thereon, in the ordinary
course of business.  If not so paid, the Eastland County Appraisal
District and Eastland County will be at liberty to exercise all
state law collection activities, without further recourse to the
Bankruptcy Court.

The Debtor believes that the proposed purchase price is fair and
reasonable, and that the sale of Property is in the best interest
of the estate and its creditors.  Accordingly, the Debtor wishes to
sell the Property to the Buyer free and clear of all liens and
encumbrances.  Any and all outstanding property taxes will be paid
on or before the closing of the sale.  The asks that the Clerk of
Court of Eastland County, Texas be instructed and authorized to
cancel the  Liens and Mortgages insofar and only insofar as those
items affect the Property as described.

The Debtor asks that all mortgages and liens attach to the proceeds
of the sale and that the net proceeds of the sale are to be paid to
Branch Banking and Trust in partial satisfaction of its lien.

The Purchaser can be reached at:

          Edward C. Juarez, M.D.
          EDWARD C. JUAREZ FAMILY LIMITED PARTNERSHIP
          5547 N. Mesa, Suite B
          El Paso, TX 79912

                    About Houma Dollar Partners

Houma Dollar Partners, LLC sought Chapter 11 protection (Bankr.
W.D. La. Case No. 12-20649) on June 29, 2012.  Judge Robert
Summerhays is assigned to the case.  The Debtor estimated assets
$1,000,001 to $10,000,000 and $1,000,001 to $10,000,000 in debt.
Gerald J. Casey, Esq. serves as counsel.  The petition was signed
by Charles Reeves, Jr., manager.


ICMFG & ASSOCIATES: Seeks Further Extension of Solicitation Period
------------------------------------------------------------------
ICMFG & Associates, Inc., asks the U.S. Bankruptcy Court for the
Middle District of Florida to extend the exclusivity period for
solicitation of acceptances of its amended plan of reorganization
so that the extended 180-day period would expire upon confirmation
of the Debtor's Amended Plan.

On December 27, 2016, the Debtor filed its Plan, and on January 31,
2017, the Debtor filed its Amended Plan.  On March 17, 2017, the
Second District Court of Appeal rendered its decision on the
Debtor's appeal of the  The Bare Board Group, Inc.'s judgment.  The
Second DCA decision reversed the trial court's lost profits award,
affirmed the Debtor's default and other damage awards, and remanded
on the issue of lost profits.

The Court scheduled a final evidentiary hearing on confirmation of
the Debtor's Amended Plan for April 10, 2017, which the Debtor has
filed a motion to continue.  The rescheduled final evidentiary
hearing has not been set.

                 About ICMFG & Associates, Inc.

ICMFG & Associates, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. M.D.Fla. Case No. 16-06552) on July 29, 2016.  The
petition
was signed Michael Doyle, president.   In its petition, the Debtor
estimated $1 million to $10 million in assets and $10 million to
$50 million in liabilities.
           
Stichter, Riedel, Blain & Postler, PA represents the Debtor as
counsel.  The Debtor employs Cheri Surface, BS, MBA as an
accountant.


INTERVAL ACQUISITION: Moody's Affirms Ba2 Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service revised Interval Acquisition Corp.'s
(subsidiary of ILG, Inc.) Speculative Grade Liquidity Rating to
SGL-2 (good) from SGL-1 (very good). At the same time, Moody's
affirmed Interval Acquisition Corp.'s existing ratings including
its Ba2 Corporate Family Rating, Ba2-PD Probability of Default
Rating, and Ba3 senior unsecured notes rating. The rating outlook
remains stable.

ILG's Speculative Grade Liquidity Rating of SGL-2 represents good
liquidity. The SGL-2 acknowledges that ILG will generate negative
free cash flow (as defined by Moody's of cash flow from operations
less capital expenditures less dividends) in 2017 as a result of a
higher inventory investment and capital expenditures. Moody's
expects ILG will support this higher level of investment with its
excess cash, availability under its revolving credit facility and a
potential $325 million receivables securitization. ILG had $126
million in cash at December 31, 2016 of which $68 million is
located outside the US. In 2017, ILG is expected to generate $70 to
$90 million of cash flow from operations. However, it anticipates
that its capital expenditure level will remain elevated (at
$120-$125 million) as it invests in sales galleries and other
resort operation assets including renovations at Sheraton Kauai and
Westin Puerto Vallarta, as well as investments in IT. Thus, Moody's
anticipates that ILG's free cash flow will remain negative in 2017
at around -$100 million after capital expenditures and dividends
but excluding repayments under the receivables securitizations. The
SGL-2 acknowledges that Moody's expects ILG's inventory investment
and capital expenditures will be reduced to more normalized levels
in 2018 which will improve its level of free cash flow.

ILG has a $600 million committed revolving credit facility that
expires in May 2021 and provides an ample level of alternate
liquidity. At December 31, 2016, there was $240 million drawn under
the revolver and $349 million available net of letters of credit.

The following rating is revised:

Speculative Grade Liquidity rating to SGL-2 from SGL-1

Outlook Actions:

Issuer: Interval Acquisition Corp

-- Outlook, Remains Stable

Affirmations:

Issuer: Interval Acquisition Corp

-- Probability of Default Rating, Affirmed Ba2-PD

-- Corporate Family Rating, Affirmed Ba2

-- Senior Unsecured Regular Bond/Debenture, Affirmed Ba3(LGD5)

RATINGS RATIONALE

Interval Acquisition Corp.'s ("ILG") Ba2 Corporate Family Rating
reflects its concentration in the higher risk timeshare industry,
both vacation ownership and timeshare exchange. Following its
acquisition of Vistana, ILG became the fourth largest vacation
ownership (timeshare) company based on revenues with a portfolio of
well recognized brand names including Westin, Hyatt, and Sheraton.
Moody's estimates timeshare sales and financing represent the
largest component of ILG's revenues at about 41% of net revenues.
Going forward, ILG's principle strategy is to grow timeshare sales
and the associated club, management, rental and consumer financing
revenue. Moody's views vacation ownership sales and financing as
having a higher business risk than timeshare membership services as
a result of the high default rates associated with time share
consumer receivables, higher capital investments, and a reliance on
the securitization market to recycle consumer receivables in order
to support liquidity. ILG's second largest business is membership
exchange (at about 23% of net revenue). ILG is the second largest
independent provider of membership services (exchange) to the
timeshare industry and it also owns the Vistana Signature Network
and Hyatt Residence Clubs exchanges. The higher margins and lower
capital requirements of the exchange business provide some
stability to ILG's earnings. However, the rating is constrained by
the ongoing pressures its timeshare exchange business continues to
face. Despite good membership retention rates, ILG has been unable
to drive meaningful growth in membership levels as a result of slow
new member growth. It also continues to face pricing pressure from
corporate accounts. ILG has been able to diversify away from the
independent exchange business by expanding through acquisitions
into vacation ownership, including the Vistana and Hyatt
Residential Group acquisitions. The Ba2 acknowledges that ILG's
leverage will remain at reasonable levels. Pro forma for a full
year of Vistana Moody's estimates that ILG's debt to EBITDA was
about 3.5x at December 31, 2016. The rating is supported by ILG's
strong interest coverage with pro forma EBITA to Interest Expense
of 6.2 times.

The stable rating outlook reflects that ILG will maintain
reasonable leverage and strong interest coverage despite the
potential for further receivable securitizations. The stable
outlook also incorporates that ILG will not borrow to finance
dividends and share repurchases, they will be limited to its free
cash flow generation.

Rating improvement is limited given ILG's narrow business profile
and concentration in the timeshare business. Over the longer term,
an upgrade could be considered should ILG's earnings diversify away
from the timeshare business and should debt to EBITDA (adjusted for
operating leases and including securitized debt) remain below 2.25
times.

Ratings could be downgraded if Moody's believes ILG's debt to
EBITDA (adjusted for operating leases and including securitized
debt) will remain above 3.75 times or EBITA to Interest Expense
drop and remain below 5 times. Ratings could also be pressured if
ILG were to pursue debt-financed share repurchases, dividends, or
other shareholder-friendly activities.

ILG, Inc., headquartered in Miami, Florida, is a fully integrated
timeshare company which provides membership and leisure services to
the vacation industry. It is the parent company of Interval
Acquisition Corp. and a guarantor of the $350 million senior
unsecured notes. It operates under two segments: Exchange and
Rental and Vacation Ownership. The Vacation Ownership
segmentprovides management and related services to vacation
ownership properties and or their associations. The Vacation
Ownership segment also sells, markets, and finances vacation
ownership interests under the Hyatt, Sheraton and Westin brand
names. Its Exchange and Rental segment provides timeshare exchanges
through Interval International, Trading Places International, and
Hyatt Residence Club. The Exchange and Rental segment also provides
vacation rentals through Aston Hotels and Resorts and Aqua
Hospitality. The Vacation Ownership provides management and related
services to vacation ownership properties and or their
associations. The Vacation Ownership segment also sells, markets,
and finances vacation ownership interests under the Sheraton,
Westin, and Hyatt brand names. 2016 net revenues are about $1.1
billion (which does not include a full year of Vistana).

The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.


IPAYMENT INC: Moody's Rates Proposed $325MM 1st Lien Debt 'B1'
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to iPayment, Inc.'s
proposed $325 million of first lien credit facilities and a Caa2
rating to the proposed $200 of second lien notes being offered in
conjunction with the company's plans to refinance existing first
lien term loans and consummate a debt restructuring. iPayment's
Caa2 Corporate Family Rating (CFR), the existing debt ratings at
iPayment and iPayment Holdings, Inc., and the negative rating
outlooks are not affected.

RATINGS RATIONALE

Moody's will append the "/LD" indicator to iPayment's existing
Probability of Default Rating of Caa3-PD upon the close of the
pending debt exchange offer indicating a limited default in the
capital structure. The ratings for the new debt instruments
reflects Moody's expectation that iPayment's CFR is likely to be
upgraded to B3 if the refinancing and the debt and equity exchange
offers are completed as proposed and the company maintains adequate
liquidity, including at least about $15 million of cash on hand,
upon the close of the recapitalization. Moody's estimates that the
debt restructuring will reduce iPayment's total debt to EBITDA from
approximately 7.5x to 5.6x and its annual interest expense by
approximately $9 million. The reduction in debt, extension of debt
maturities and improved liquidity will allow the company to execute
its growth strategy. Moody's expects that following the debt
restructuring iPayment will maintain revenue growth of about 4% and
generate free cash flow of about 3% to 4% of total debt. The
ratings for the new instruments are contingent upon the closing of
the debt and equity exchange offers as contemplated.

iPayment's existing Caa2 CFR reflects its unsustainable debt
levels, small operating scale and its intensely competitive
operating environment. iPayment's credit profile benefits from its
recurring, transactions-based revenues, diverse customer base with
low industry concentration and its track record of positive free
cash flow.

The negative outlook reflects the pending default on the second
lien debt obligations.

Moody's expects to upgrade iPayment's CFR to B3 if the company
completes debt restructuring and reduces debt as currently
contemplated and it maintains adequate liquidity. Although not
expected, Moody's could downgrade iPayment's ratings if recovery
for individual debt instruments is expected to be lower than
currently estimated or iPayment is unable to complete the debt
exchange.

Moody's has assigned the following ratings:

Issuer: iPayment, Inc.

-- $20 million senior 1st lien revolving credit facility due 2022,

    B1 (LGD 2)

-- $305 million senior 1st lien term loan due May 2023, B1 (LGD
2)

-- $200 million of senior 2nd lien notes due 2024, Caa2 (LGD 5)

iPayment, Inc. is a merchant acquirer that provides credit and
debit card-based payment processing services to small business
merchants in the United States. iPayment generated an estimated
$349 million in revenues (net of interchange) in 2016.


ITUS CORP: Registration Statement Withdrawn, No Securities Sold
---------------------------------------------------------------
ITUS Corporation submitted a letter to notify the Securities and
Exchange Commission of the Company's withdrawal of its Registration
Statement on Form S-1 (File No. 333-215799) in accordance with the
instructions of the staff of the Securities and Exchange
Commission.  No securities were sold under the Registration
Statement.  Pursuant to Rule 477 under the Securities Act of 1933,
as amended, the Company hereby withdraws the Registration
Statement.

                    About ITUS Corporation

ITUS Corp. -- http://www.ITUScorp.com/-- develops and acquires
patented technologies for the purposes of patent monetization and
patent assertion.  The company currently has 10 patent portfolios
in the areas of Key Based Web Conferencing Encryption, Encrypted
Cellular Communications, E-Paper(R) Electrophoretic Display, Nano
Field Emission Display ("nFED"), Micro Electro Mechanical Systems
Display ("MEMS"), Loyalty Conversion Systems, J-Channel Window
Frame Construction, VPN Multicast Communications, Internet
Telephonic Gateway, and Enhanced Auction Technologies.

CopyTele changed its name to "ITUS Corporation" on Sept. 2, 2014,
to reflect the Company's change in its business operations.

ITUS Corp reported a net loss of $5.01 million on $300,000 of
total
revenue for the year ended Oct. 31, 2016, compared to a net loss
of
$1.37 million on $9.25 million of total revenue for the year ended
Oct. 31, 2015.

Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements
for
the year ended Oct. 31, 2016, citing that the Company has limited
working capital and limited revenue-generating operations and a
history of net losses and net operating cash flow deficits. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


JENSEN INDUSTRIES: Unsecured Creditors to be Paid $18K in 5 Years
-----------------------------------------------------------------
Jensen Industries, Inc., will set aside $18,000 to pay its general
unsecured creditors, according to the company's proposed plan to
exit Chapter 11 protection.

Under the restructuring plan, Jensen Industries will pay $300 per
month to general unsecured creditors for 60 months.  

Payments will be divided pro rata among unsecured creditors, and
will begin when professional fees and other fees are paid in full.

Jensen Industries estimates that this can accomplished within four
months after confirmation but will be no later than July 2017.

Funds for the plan will be generated through the earnings of the
reorganized company, according to Jensen Industries' disclosure
statement filed on March 21 with the U.S. Bankruptcy Court for the
Eastern District of Michigan.

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

                     About Jensen Industries

Jensen Industries, Inc., filed a chapter 11 petition (Bankr. E.D.
Mich. Case No. 16-31959) on August 22, 2016.  The petition was
signed by Kai Jensen, president.  The Debtor estimated assets of
less than $50,000 and liabilities of less than $500,000.

The case is assigned to Judge Daniel Opperman.  The Debtor is
represented by Peter T. Mooney, Esq., at Simen, Figura & Parker,
PLC.


JPE HOME: Owner to Retain Stake Under Latest Exit Plan
------------------------------------------------------
Jennifer Ellsworth, owner of JPE Home Care, will retain her
ownership interest in the company, according to the company's
latest disclosure statement which explains its plan to exit Chapter
11 protection.

Ms. Ellsworth will continue to manage her business after
confirmation of the plan, with a continued monthly salary of
$5,000, which is not expected to change during the pendency of the
bankruptcy case, .

In the latest filing, JPE Home Care also disclosed that the
restructuring plan is feasible and that the company can pay per the
terms of the plan.

In 2016, JPE Home Care's average net income monthly after all
expenses was $4407.74, which is "more than enough" to fund the
plan, according to the company's disclosure statement filed on
March 21 with the U.S. Bankruptcy Court for the Eastern District of
Pennsylvania.

A copy of the second amended disclosure statement is available for
free at https://is.gd/fY297f

                       About JPE Home Care

JPE Home Care LLC, dba At Home Certified Senior HealthCare, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No.
16-12609) on April 13, 2016, estimating assets of less than
$100,000 and liabilities of less than $1 million.  

Paul Gregory Lang, Esq., at Gallant And Parlow, PC, serves as the
Debtor's bankruptcy counsel.

On October 31, 2016, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.


KENTISH TRANSPORTATION: Allowed to Enter Into Lease Agreement
-------------------------------------------------------------
U.S. Bankruptcy Judge Clifton R. Jessup, Jr., for the Northern
District of Alabama authorized Kentish Transportation, Inc. to
enter into a lease agreement with Enterprise Commercial Trucks
regarding the acquisition of an Express Courier, 26-foot box truck,
at the base rate of $1,450, per month for the shortest minimum
period possible.

The Debtor is directed to pay adequate protection payments to
Progress Bank & Trust in the amount of $240 per month, beginning
April 1, 2017.  The adequate protection payments will continue
monthly until otherwise ordered or through the entry of a confirmed
Plan.

A full-text copy of the Order, dated March 24, 2017, is available
at https://is.gd/9tZSch

                   About Kentish Transportation

Kentish Transportation, Inc., formerly known as KTI Express
Courier, based in Huntsville, Ala., filed a Chapter 11 petition
(Bankr. N.D. Ala. Case No. 17-80242) on Jan. 25, 2017.  The Hon.
Clifton R. Jessup Jr. presides over the case.  Stuart M Maples,
Esq., at Maples Law Firm, PC, serves as bankruptcy counsel to the
Debtor.  In its petition, the Debtor declared $99,948 in total
assets and $1.11 million in total liabilities.  The petition was
signed by Cecilio Kentish, Jr., president/CEO.


KINEMED INC: Seeks to Hire Bachecki Crom as Accountant
------------------------------------------------------
KineMed, Inc. seeks approval from the U.S. Bankruptcy Court for the
Northern District of California to hire an accountant.

The Debtor proposes to hire Bachecki, Crom & Co., LLP to give
advice on income tax-related matters, prepare corporate income tax
analysis and returns, give advice on potential income tax
consequences of alternative transactions, and provide other
accounting services.

The hourly rates charged by the firm range from $380 to $525 for
partners, $270 to $360 for senior accountants, and $165 to $260 for
junior accountants.

Jay Crom, a certified public accountant, disclosed in a court
filing that his firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Jay D. Crom
     Bachecki, Crom & Co., LLP
     400 Oyster Point Blvd., Suite 106
     South San Francisco, CA  94080
     Phone: (415)398-3534  
     Fax: (415)788-0855
     Email: bachcrom@bachcrom.com
     Email: jcrom@bachcrom.com

                       About KineMed Inc.

Headquartered in Emeryville, California, KineMed Inc. has developed
and validated a proprietary drug development platform to clinically
advance drugs more efficiently and with less risk for later
sale/out-license.  KineMed is creating a pipeline of high value
drug assets in muscle-wasting and fibrotic diseases.  The pipeline
is focused on Phase 2 trials with synthetic Ghrelin, to address CKD
& muscle wasting in the elderly.

KineMed filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Calif. Case No. 16-41241) on May 4, 2016, estimating its assets at
$10 million to $50 million and debts at $1 million to $10 million.
The petition was signed by David M. Fineman, chairman and chief
executive officer.

Judge Roger L. Efremsky presides over the case.  Merle C. Meyers,
Esq., at Meyrs Law Group, PC, serves as the Debtor's bankruptcy
counsel.  The Debtor hired Gordian Investments LLC as investment
banker, and FisherBroyles LLP as special counsel.


LIMITLESS MOBILE: Plan Filing Deadline Extended Until August 1
--------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware extended Limitless Mobile, LLC's co-exclusive periods
for filing a plan of reorganization and soliciting acceptances to
the plan to August 1, 2017, and Sept. 28, 2017, respectively.

In a report by the Troubled Company Reporter on March 17, the
Debtor asserted that its extension request is warranted in light of
(1) the necessity for it to have sufficient time to negotiate with
creditors and prepare adequate information, (2) it having made good
faith progress towards reorganization, (3) it have made payments on
its undisputed post-petition obligations as they become due, (4) it
having a reasonable prospect for filing a viable plan, and  (5) the
tenure of its case being just over three months.

                     About Limitless Mobile

Limitless Mobile, LLC, successor to Keystone Wireless, LLC, is a
Delaware corporation formed in 2013 with a mission to construct a
broadband network and provide wireless telecommunications services
to 9 rural and underserved counties of central Pennsylvania.  The
company has built a $40,000,000 state-of-the-art 3G/4G LTE network
that has increased access to reliable, high quality mobile phone
and home internet services in rural areas.

As part of its restructuring strategy, the company has determined
it is necessary to downsize its retail operations.  To that end,
it has decided to close 5 out of its 6 retail locations, and focus
its marketing efforts on the wholesale of wireless
telecommunications services to nationwide service providers who do
not have established infrastructure in central Pennsylvania.  As
part of the strategy, its suspended wireless service provided to
retail customers on Jan. 7, 2016.

Limitless Mobile, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Del. Case No. 16-12685) on Dec. 2, 2016.  In its
petition, the Debtor estimated $10 million to $50,000 million in
assets and $50 million to $100 million in liabilities.  The
petition was signed by Amir Rajwany, chief operating officer.

Dilworth Paxson, LLP, serves as counsel to the Debtor and
Wilkinson
Barker Knauer, LLP serves as special counsel.  Rust
Consulting/Omni
Bankruptcy acts as the Debtor's claims and noticing agent.  MVP
Capital, LLC, a division of Financial Telesis, Inc., serves as
investment banker to the Debtor.

On December 16, 2016, an Official Committee of Unsecured Creditors
was appointed in the case.  Saul Ewing LLP represents the
Committee.  Gavin/Solmonese LLC serves as the panel's financial
advisor.


LINDLEY FIRE: Taps Goe & Forsythe as Legal Counsel
--------------------------------------------------
Lindley Fire Protection Co., Inc. seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire
legal counsel in connection with its Chapter 11 case.

The Debtor proposes to hire Goe & Forsythe, LLP to give legal
advice regarding its duties under the Bankruptcy Code, conduct
examinations of claimants, assist in the preparation and
implementation of a plan of reorganization, and provide other legal
services.

The hourly rates charged by the firm are:

     Robert Goe         $395
     Marc Forsythe      $395
     Donald Reid        $315
     Charity Miller     $295
     Kerry Murphy       $140

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

The firm can be reached through:

     Marc C. Forsythe, Esq.
     Donald W. Reid, Esq.
     Charity J. Miller, Esq.
     Goe & Forsythe, LLP
     18101 Von Karman Avenue, Suite 1200
     Irvine, CA 92612
     Phone: 949-798-2460
     Fax: 949-955-9437
     Email: mforsythe@goeforlaw.com
     Email: dreid@goeforlaw.com
     Email: cmiller@goeforlaw.com

               About Lindley Fire Protection Co.

Established in 1986 in Anaheim, California, Lindley Fire Protection
Co., Inc. -- www.lindleyfire.com -- provides fire protection
services and contracts with large industrial warehouses and
facilities.  

The Debtor performs construction services worldwide and its
personnel have performed work in various locations such as Western
Somoa, Puerto Rico, Texas, Illinois, Nevada, Colorado, Utah,
Montana, Idaho and Mexico.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Calif. Case No. 17-10929) on March 12, 2017.  The
petition was signed by Leslie L. Lindley, II, president.  The case
is assigned to Judge Catherine E. Bauer.

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


LTS NATIONWIDE: Has Final Authorization to Use Cash Collateral
--------------------------------------------------------------
Judge Frank J. Bailey of the U.S. Bankruptcy Court for the District
of Massachusetts authorized LTS Nationwide, Inc. to use cash
collateral on a final basis on the same terms and conditions as
previously allowed.

The U.S. Trustee have no objection and no other objections have
been filed to the Debtor's continued use of cash collateral.

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


                        About LTS Nationwide, Inc.

LTS Nationwide, Inc. filed a Chapter 11 petition (Bankr. D. Mass.
Case No. 17-10542), on February 20, 2017. The Petition was signed
by Oscar L. DesJardines, President, Sole Shareholder. The Debtor is
represented by Joseph P. Foley, Esq., at the Law Offices of Joseph
P. Foley. At the time of filing, the Debtor had estimated both
assets and liabilities at $100,000 to $500,000.


MARSH LAND: Plan Confirmation Hearing on May 17
-----------------------------------------------
Judge Terry L. Myers of the U.S. Bankruptcy Court for the District
of Montana approved the disclosure statement filed by Marsh Land &
Livestock, Inc. on March 16, 2017.

The hearing on the confirmation of Debtor's Plan will be held on
Wednesday, May 17, 2017, at 9:30 a.m., or as soon thereafter as
counsel can be heard, in the Russell Smith Federal Courthouse, 201
E. Broadway, Bankruptcy Courtroom, Missoula, Montana.

May 3, 2017, is fixed as the last day for filing and serving
written objections to confirmation of the Plan, and for filing
written acceptances or rejections of the Plan.

                About Marsh Land and Livestock

Marsh Land and Livestock, Inc., filed a Chapter 11 petition
(Bankr.
D. Mont. Case No.: 16-60999) on October 7, 2016.  The petition was
signed by Todd Marsh, president.  The Debtor disclosed $2.78
million in total assets and $5.29 million in total liabilities.

The Debtor is represented by James A. Patten, Esq. and Blake A.
Robertson, Esq. at Patten, Peterman, Bekkedahl & Green, PLLC.  The
Debtor employs Jake Fladager and G.R. Nelson & Associates as
accountants.

A copy of the Debtor's list of 10 unsecured creditors is available
for free at http://bankrupt.com/misc/mtb16-60999.pdf  


MASHAL II ASSET: Case Summary & 8 Unsecured Creditors
-----------------------------------------------------
Debtor: Mashal II Asset LLC
        c/o Terry Farooqui, Registered Agent
        648 Hamilton Court
        Bartlett, IL 60103

Case No.: 17-09993

Business Description: Mashal II Asset is a single asset real
                      estate (as defined in 11 U.S.C. Section  
                      101(51B)).  Its principal asset is located
                      at 4931-5021 W. Armitage Avenue Chicago, IL
                      60639.  

Chapter 11 Petition Date: March 30, 2017

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

Judge: Hon. LaShonda A. Hunt

Debtor's Counsel: Keevan D. Morgan, Esq.
                  MORGAN & BLEY, LTD.
                  900 W. Jackson Blvd.
                  Chicago, IL 60607
                  Tel: 312 243-0006 Ext. 29
                  Fax: 312 243-0009
                  Email: kmorgan@morganandbleylimited.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Terry Farooqui, manager.

A copy of the Debtor's list of eight unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb17-09993.pdf


MAXLINEAR INC: Moody's Assigns Ba3 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned first time ratings to the debt
of the MaxLinear, Inc -- Corporate Family Rating (CFR) of Ba3 and
Probability of Default Rating (PDR) of Ba3-PD, a Ba3 rating to the
$425 million Senior Secured Term Loan B ("Term Loan B"), and a
Speculative Grade Liquidity ("SGL") rating of SGL-2. The rating
outlook is stable.

MaxLinear intends to use the proceeds of the Term Loan B and
balance sheet cash to acquire Exar Corp. for $13.00 cash per share,
or about $695 million (excluding transaction expenses).

RATINGS RATIONALE

The Ba3 CFR reflects MaxLinear's established niche market positions
in broadband access radiofrequency ("RF") chips used in television
set-top boxes and home wireless network systems, consistent Free
Cash Flow ("FCF") generation, and valuable intellectual property
("IP") as indicated by the high gross margins, which Moody's
expects will remain in the upper fifties percent level ("Moody's
adjusted"). MaxLinear's moderate product life cycles, which limit
revenue volatility, along with MaxLinear's fabless manufacturing
model tends to produce fairly stable FCF, since a large portion
production is outsourced, limiting required capital expenditures.
The acquisition of Exar brings established market positions in
chips used in network interface products, power management, and
touchscreen devices and brings Exar's large distributor sales
channel. Moreover, the acquisition of Exar diversifies MaxLinear's
revenue base and increases scale, raising revenues to about $500
million.

The rating also reflects the starting leverage of about 4x debt to
EBITDA (LTM December 31, 2016, Moody's adjusted) pro forma for the
Exar acquisition. This level of leverage is high given both
MaxLinear's small scale relative to key market competitors Broadcom
Ltd, NXP Semiconductors N.V, and Analog Devices, Inc., and the
significant execution risks integrating Exar, which will increase
MaxLinear's revenue base by over 25% and expand MaxLinear's end
market exposure into automotive and industrial. The small revenue
base also contributes to customer concentration, as Arris Group,
Inc accounted for 27% of MaxLinear's revenues in 2016, though this
concentration should decline with the acquisition of Exar. The
rating is also constrained by the company's history of acquisitions
and short track record at its current revenue and profit base.
Nevertheless Moody's expects rapid deleveraging over the near term
as MaxLinear reduces Exar's cost structure and directs FCF to debt
reduction, reducing debt to EBITDA (Moody's adjusted) toward 3x and
FCF to debt (Moody's adjusted) toward 30% over the 12 to 18 months
following closing.

The Ba3 rating on the Term Loan B, which is equal to the Ba3 CFR,
reflects the collateral, comprised of a first priority lien on the
company's assets, and the minimal amount of unsecured liabilities
in the capital structure. The Speculative Grade Liquidity rating of
SGL-2 reflects MaxLinear's good liquidity, which is supported by
consistent FCF and a large cash balance. Moody's expects that
MaxLinear will generate annual cash from operations (Moody's
adjusted) of at least $110 million, which will comfortably cover
capital expenditures of less than $20 million. The Term Loan B is
not governed by any financial maintenance covenants. Although
MaxLinear has no plans to obtain a revolving credit facility,
Moody's believes that MaxLinear will maintain a cash balance of at
least $80 million, which should provide MaxLinear with good
liquidity given MaxLinear's consistent FCF generation.

The stable outlook reflects Moody's expectations that Exar will be
integrated into MaxLinear without any significant operational
disruption and that the combined company will generate revenue
growth at least in the low-single digits over the next 12 months.
Moody's expects rapid deleveraging over the near term as MaxLinear
reduces Exar's cost structure and directs FCF to debt reduction,
reducing debt to EBITDA (Moody's adjusted) toward 3x and FCF to
debt (Moody's adjusted) toward 30% over the 12 to 18 months
following closing.

A ratings upgrade is unlikely over the next year due to the
integration execution risks, high leverage, and MaxLinear's small
revenue scale. Over the intermediate term the ratings could be
upgraded if MaxLinear completes the integration of Exar, builds
scale through organic revenue growth, and reduces leverage through
a combination of debt repayment and EBITDA growth, with debt to
EBITDA (Moody's adjusted) sustained below 2.5x. Moody's would
expects the EBITDA margin (Moody's adjusted) to be sustained above
the mid-twenties percent level.

The ratings could be lowered if MaxLinear's EBITDA margin (Moody's
adjusted) declines toward the twenty percent level or if revenues
decline, indicating a potential loss of market share. The rating
could also be lowered if MaxLinear does not make steady progress
toward reducing leverage to below 3.5x EBITDA (Moody's adjusted)
over the year following closing.

MaxLinear, Inc., based in Carlsbad, California, is a fabless
semiconductor firm that produces radiofrequency ("RF") and
mixed-signal integrated circuits used in broadband communications,
data centers, and metro and long-haul data transport network
applications.

Exar Corp., based in Fremont, California, is a fabless
semiconductor firm that produces analog and mixed-signal integrated
circuits used in network interface, power management, and
touchscreen applications.

The following ratings were assigned:

Corporate Family Rating -- Ba3

Probability of Default Rating -- Ba3-PD

Senior Secured Term Loan B -- Ba3 (LGD4)

Speculative Grade Liquidity rating -- SGL-2

Rating Outlook -- stable

The principal methodology used in this rating was Semiconductor
Industry Methodology published in December 2015.


MAXLINEAR INC: S&P Assigns 'BB-' CCR on Acquisition Agreement
-------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' corporate credit rating to
Carlsbad, Calif.-based MaxLinear Inc.  The rating outlook is
stable.

MaxLinear has announced a definitive agreement to acquire Exar
Corp. for a total value of $700 million.  MaxLinear will partially
finance the acquisition with a $425 million senior secured term
loan.

At the same time, S&P assigned its 'BB-' issue-level rating and '3'
recovery rating to MaxLinear's $425 million senior secured term
loan.  The '3' recovery rating indicates S&P's expectations for
meaningful recovery (50%-70%; rounded estimate: 50%) in the event
of a payment default.

"Our 'BB-' rating reflects MaxLinear's very high degree of customer
concentration, limited scale, and a highly acquisitive growth
strategy focused on expanding into infrastructure applications,"
said S&P Global Ratings credit analyst James Thomas.  S&P
calculates pro-forma leverage for 2016 of 3.2x on a fully
S&P-adjusted basis, and expect that leverage will increase modestly
to about 3.4x over the course of 2017 on near-term revenue and
EBITDA declines at MaxLinear, before declining to the 2x area in
2018.  Low capital intensity, good profitability, and a track
record of steady growth in core home connectivity products are
credit strengths.

MaxLinear is a provider of RF analog and mixed-signal semiconductor
devices used in cable and satellite broadband communications, home
networking, and increasingly wired and wireless infrastructure.
The firm derives 70%-80% of revenues (on a stand-alone basis) from
chips sold into home connectivity applications, including cable and
satellite set-top boxes, cable modems, and home networking products
distributed by data and video network operators, with the balance
of revenues coming from infrastructure and a declining legacy video
system on a chip (SoC) business.  The company has grown rapidly
through a series of recent acquisitions, the largest of which was
Entropic, which it acquired for an equity value of about $290
million in April 2015. Entropic provided MaxLinear with its analog
satellite channel stacking, MoCA home networking, and legacy video
SoC products. More recent acquisitions include Microsemi's wireless
access business and Broadcom's wireless backhaul business, which
support the firm's strategy of growing infrastructure sales through
adding cellular transceivers and backhaul modems to its
infrastructure product portfolio.

Exar, although smaller than MaxLinear, has a substantially more
diversified customer base and product portfolio, with over 25,000
customers to MaxLinear's 208 and products that span interface,
power management, sensors, and other applications.  It serves a
broad base of industrial and infrastructure customers and sells
primarily through distribution channels.  In addition to
contributing incremental scale and diversity, S&P believes that
this acquisition benefits MaxLinear both through enabling the firm
to develop increasingly integrated solutions, incorporating Exar's
power management and digital IP, as well as supporting MaxLinear's
foray into infrastructure markets through strong relationships with
distribution channels.

S&P's stable outlook is based upon its expectation that MaxLinear
will be able to integrate Exar with minimal disruption to its core
business, and will be able to leverage its digital IP portfolio to
support ongoing growth in both legacy broadband CPE as well as
infrastructure products.  S&P's outlook is further founded on the
expectation that leverage will decline to the mid-2x area in 2018,
and that MaxLinear will not pursue additional leveraged
acquisitions over the next 12 months.

S&P would consider a downgrade if leverage approached 4x, whether
from additional leveraged acquisitions over the next 12-24 months
or a failure to sustain current growth trajectories in digital
channel stacking and infrastructure products.

Although unlikely over the next 12 months, S&P would look to
increasing revenue diversity, sustained growth in infrastructure
markets, and debt reductions such that leverage was likely to
remain below 2x as potential catalysts for an upgrade.


MAXUS ENERGY: Kimbell Buying ORRIs for $16 Million
--------------------------------------------------
Maxus Energy Corp., and affiliates, ask the U.S. Bankruptcy Court
for the District of Delaware to authorize the sale of overriding
royalty interests in approximately 3,700 wells located in
Louisiana, New Mexico, Oklahoma, Texas, and West Virginia and
certain related property rights, interests and privileges specified
in the conveyance documents ("ORRIs") to Kimbell Royalty Holdings,
LLC for $15,850,000.

A hearing on the Motion is set for April 18, 2017, at 11:00 a.m.
(ET).  The objection deadline is April 11, 2017, at 4:00 p.m.
(ET).

The Debtors' wells, including the wells in which Maxus obtained the
ORRIs, may be subject to preferential rights. In this case, two
parties—BP and Pantera Energy—appear to hold what may
constitute Preferential Rights in respect of certain of the
Debtors' ORRIs located in Texas and Oklahoma that are potentially
implicated or relevant to the Sale.  Out of an abundance of
caution, on March 8, 2017, the Debtors sent letters to each of
these parties advising them of the sale and requesting that they
agree to waive their Preferential Rights, if any.  On March 9,
2017, Pantera Energy advised the Debtors they would not waive their
purported rights.

The Debtors have been actively exploring ways to monetize their
assets and maximize recoveries to creditors.  To that end, the
Court previously authorized the Debtors' retention of EnergyNet to
market the Debtors' ORRIs.  The auction opened on Feb. 9, 2017, and
closed on March 2, 2017.  The Debtors chose to use a "sealed bi”
process that allows for privatized bidding because they determined
that such process would maximize value given the nature of the
assets at issue.

Following a robust online sealed bid auction process, EnergyNet
received the highest and best bid from the Purchaser to purchase
the ORRIs.  The Purchase Price exceeds the Debtors' sale
projections for the ORRIs and receipt of the funds will facilitate
the Debtors' ability to satisfy its secured financing obligations.


The Debtors and the Purchaser entered into Purchase Agreement dated
March 7, 2017.  The Purchase Agreement provides an added benefit to
the Debtors by the Purchaser agreeing to pay all 2017 ad valorem
taxes related to the ORRIs, thereby relieving the Debtors' estate
of a potential administrative expense claim that would further
reduce the funds available to satisfy obligations to creditors.

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

           http://bankrupt.com/misc/Maxus_Energy_1065_Sales.pdf

Notwithstanding that certain of the ORRIs may be subject to
Preferential Rights, the Debtors have reached out to the holders of
such purported preferential rights to ensure they are given an
adequate opportunity to object and establish the validity and
enforceability of any such rights in connection with the hearing on
the Motion.

The Debtors submit that the ORRIs were thoroughly marketed to all
potential interested parties, the sealed bid auction was conducted
in a manner consistent with industry norms, and that the Purchase
Price to be paid by the Purchaser represents the highest and best
price for the ORRIs.  Accordingly, the Debtors respectfully ask the
Court to enter an Order approving and authorizing the sale of the
ORRIs to the Purchaser free and clear of all liens, interests,
claims, and encumbrances; permitting the Debtors to pay EnergyNet
its Sale Success Fee; and waiving the requirements of Bankruptcy
Rule 6004(h).

The Purchaser can be reached at:

          KIMBELL ROYALTY HOLDINGS, LLC
          777 Taylor Street, Suite 810
          Fort Worth, Texas 76102

                 About Maxus Energy Corporation

Maxus Energy Corporation and four of its subsidiaries filed
voluntary petitions for reorganization under Chapter 11 (Bankr. D.
Del., Case No. 16-11501) on June 17, 2016.  The Debtors intend to
use the breathing spell afforded by the Bankruptcy Code to decide
whether their existing environmental remediation operations and
oil and gas operations can be restructured as a sustainable,
stand-alone enterprise.

The Debtors have engaged Young Conaway Stargatt & Taylor, LLP as
local counsel, Morrison & Foerster LLP as general bankruptcy
counsel, Zolfo Cooper, LLC as financial advisor and Prime Clerk
LLC as claims and noticing agent, all are subject to the
Bankruptcy
Court's approval.

The Debtors hired Keen-Summit Capital Partners LLC as real estate
broker.  The Debtors also engaged Hilco Steambank to market and
sell their internet protocol numbers and other internet number
resources, and EnergyNet.com to market and sell the Debtors'
rights, title, and interest in and to the oil and gas properties.

On July 7, 2016, the United States Trustee for the District of
Delaware filed Notice of Appointment of Committee of Unsecured
Creditors. The Committee selected Schulte Roth & Zabell LLP as
counsel, and Cole Schotz as Delaware co-counsel. Berkeley Research
Group, LLC, serves as financial advisor for the Committee.

Andrew Vara, acting U.S. Trustee for Region 3, appointed the
following to a committee of retirees: John Leslie Jackson, Sr.,
Gerald G. Carlton, and Robert E. Garbesi.  The Retirees Committee
retained Akin Gump Strauss Hauer & Feld LLP as counsel and Ashby &
Geddes, P.A., as co-counsel.


MCK MILLENNIUM: Lease Agreement With GSI Approved
-------------------------------------------------
Judge Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized MCK Millennium Centre
Retail, LLC's lease agreement with GSI Cafe, LLC; and the release
of the current lessee of the property, Eggsperience of Chicago,
Inc.

The Lease provides for an initial monthly rent payment of $33,997,
an increase of $964 over the amount paid by the current tenant, and
increases to $38,932 in the fourth year.  The general terms of the
Lease are on a triple net basis.  The definition of any of the
Lease terms will control to the extent that anything contained in
the Motion is inconsistent with provisions of the Lease.

The Lease pertains to the space currently occupied by Eggsperience
of Chicago, Inc. ("EOC"), operating as the Eggsperience restaurant.
GSI is taking over the operations of this and other Eggsperience
restaurants.  The Debtor has agreed to release EOC from unassessed
late fees and collection expenses in exchange for EOC surrendering
possession of the premises to GSI and allowing the Debtor to retain
the $26,000 EOC security deposit.

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

     http://bankrupt.com/misc/MCK_Millennium_212_Order.pdf

           About MCK Millennium Centre Retail

MCK Millennium Centre Realty, LLC, filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 16-06369) on Feb. 25, 2016, and
disclosed $16.2 million in assets and $9.50 million in liabilities
as of the Petition Date.  

Jonathan D. Golding, Esq., and Richard N. Golding, Esq., at The
Golding Law
Offices, P.C., are serving as bankruptcy counsel.  The Debtor hired
Kraft Law Office as its special real estate counsel.

Leslie A. Bayles, Esq., and Donald A. Cole, Esq., at Bryan Cave
LLP, are representing lender MLMT 2005 MKB2 Millennium CentreRetail
LLC.


MIDWEST FARM: Wants to Use $110K of Cash Collateral
---------------------------------------------------
Midwest Farm, L.L.C., asks the U.S. Bankruptcy Court for the
District of South Dakota for authorization to use of cash
collateral by April 6, 2017.

The cash collateral proposed to be used includes prepetition and
postpetition proceeds from the sale of the Debtor's corn,
prepetition proceeds from the sale of the Debtor's equipment, and
prepetition funds from the Debtor's custom work and rebates
received.

On the interim, the Debtor proposes to use $81,701 of cash
collateral to maintain the operation of its business for the time
period March 25, 2017, through April 10, 2017.

The Debtor contends that it must pay for labor, an equipment
payment, fertilizer, insurance, rents, and other expenses needed in
order to continue to operate its business effectively and to
maintain its operation.  The proposed budget details the expenses
that Debtor must meet prior to April 6, 2017, which funds are
crucial to maintain operations uninterrupted.

The Debtor provided estimated cash flow, income and expenses for
the time period between April 11, 2017, through May 31, 2017.  As
detailed in its cash flow projections, the Debtor will need to have
$55,675 of these funds by April 18, 2017, and an additional $54,000
by May 1, 2017, or shortly thereafter.  As such, the Debtor
requests final authorization to use a total of $109,675 in cash
collateral.

Plains Commerce Bank holds a first prepetition security interest
through an agricultural business blanket lien, a first prepetition
security interest in the prepetition proceeds which the Debtor
earns from its farming operation, and a first prepetition mortgage
position on real estate used in the Debtor's operation.

Accordingly, the Debtor proposes to grant Plains Commerce Bank
replacement liens, excluding any lien on the 2017 crops, crop
products and proceeds, crop insurances, and government program
proceeds or payments, in the same form and priority it held
prepetition and to the extent such collateral is used.

Furthermore, the Debtor will grant Plains Commerce Bank the right
to inspect the collateral, upon reasonable notice, and the Debtor
agrees to keep the collateral insured and to maintain the
collateral in its present condition, ordinary wear and tear
accepted.

The Debtor asserts that Plains Commerce Bank is also adequately
protected based upon a large equity cushion on all assets, which
Plains Commerce Bank is vastly oversecured by $3,000,000 with its
position.

A full-text copy of the Debtor's Motion, dated March 24, 2017, is
available at https://is.gd/FBPUVf

                    About Midwest Farm, L.L.C.

Midwest Farm, L.L.C., is engaged in the business of grain farming
and custom farming with facilities located in and around Aurora,
South Dakota, and farms real estate located in Brookings County,
South Dakota; Moody County, South Dakota; and Lincoln County,
Minnesota. Each of Douglas Stein and Dana Stein owns a 50%
membership interest in the Debtor.

Midwest Farm, L.L.C., filed a Chapter 11 petition (Bankr. D. S.D.
Case No. 17-40091) on March 24, 2017.  

The case is assigned to Judge Charles L. Nail, Jr.

Gerry & Kulm Ask, Prof. LLC, is serving as bankruptcy counsel, with
the engagement led by Laura L. Kulm Ask, Esq.

At the time of filing, the Debtor had $9.69 million in total assets
and $6.66 million in total liabilities.

A meeting of creditors pursuant to 341(a) of the Bankruptcy Code
has been set for April 25, 2017, at 2:00 p.m. at Suite 300, 314 S
Main Ave, Sioux Falls.  Proofs of claim are due on June 26, 2017.


MINDEN AIR: Plan Filing Deadline Extended Through April 17
----------------------------------------------------------
The Hon. Bruce T. Beesley of the U.S. Bankruptcy Court for the
District of Nevada extended Minden Air Corp.'s exclusive periods
for filing a plan of reorganization and obtaining confirmation of
the plan to April 17, 2017, and June 16, 2017, respectively.

The Troubled Company Reporter previously reported that the Debtor
needs additional time to prepare adequate information and formulate
a plan of reorganization. The Debtor also said that its principals
have just closed escrow on the sale of their home and paid off one
of the Debtor's secured creditors. As such, the Debtor needs time
to negotiate further with its remaining creditors in order to
formulate its plan.

                  About Minden Air Corp.

Minden Air Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Nev. Case No. 16-51033) on August 18,
2016.  The petition was signed by Leonard K. Parker, president.
The
case is assigned to Judge Bruce T. Beesley.  At the time of the
filing, the Debtor disclosed $5.07 million in assets and $883,504
in liabilities.


MOLINA HEALTHCARE: Moody's Affirms Ba3 Sr. Debt Rating, Outlook Neg
-------------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 senior debt ratings
of Molina Healthcare Inc.'s ratings (Molina's, NYSE: MOH) and the
Baa3 insurance financial strength (IFS) ratings of six of Molina's
regulated operating subsidiaries. In the same rating action,
Moody's changed the outlook on the Molina and its affiliated
entities to negative from stable, reflecting the potential for
volatile results in the company's ACA marketplace business. The
negative outlook also reflects Moody's views of potentially greater
operational and execution risks at the company. The company
recently announced a material weakness over financial reporting as
of Dec. 31, 2016.

RATINGS RATIONALE

The negative outlook on Molina and its affiliates reflects Moody's
views of potentially greater operational risks at the company, and
to a lesser degree, increased uncertainty on the impact of future
healthcare reform on the Medicaid Market. Molina's active pace of
business acquisitions over the last two years places stress on
internal controls, if not properly managed. The company has
announced or executed ten acquisitions over the last two years (six
in 2016), adding about 450 thousand medical members, representing
over 10% of its current medical membership.

Moody's believe the company is in a position to improve its
marketplace profitability by using more conservative pricing
assumption and/or exiting unprofitable business. That said, the
drop in marketplace operating performance ($110 million pre-tax
loss) required the company to obtain covenant waivers from lenders
to avoid default (as of December 31) under its bank credit
facility. The facilities were undrawn at year-end. Moody's also
expects that the company will remediate its material weakness in a
timely manner. Molina received a clean audit opinion on its 2016
10-K filing.

Moody's affirmation of the Baa3 IFS ratings on Molina's operating
subsidiaries and Ba3 senior debt rating of Molina reflects the
company's multi-state presence and a growing non-regulated
management information systems business. These strengths are offset
by the company's concentration in the Medicaid market, acquisitive
nature, low margins, and high level of financial leverage.

Molina offers government sponsored health care products for
low-income families and individuals, and to state agencies to
assist them in their administration of the Medicaid program. At
year-end 2016, Molina served approximately 4.2 million members.

RATINGS DRIVERS

Factors that could lead to an affirmation of the ratings with a
stable outlook include: remediation of the material weakness and
avoidance of significant operational disruptions; maintenance of
stable earnings including marketplace results; consolidated
risk-based capital (RBC) ratio of 140% company action level or
better; Factors that could lead to ratings downgrade include: loss
or impairment of a major Medicaid contract; consolidated risk-based
capital (RBC) ratio below 130% company action level (CAL); and
additional debt issuance raising financial leverage ratio above
55%.

The following ratings were affirmed:

Issuer: Molina Healthcare, Inc.

-- Senior Unsecured Regular Bond/Debenture, Affirmed Ba3

Issuer: Molina Healthcare of California

-- Insurance Financial Strength, Affirmed Baa3

Issuer: Molina Healthcare of Michigan, Inc

-- Insurance Financial Strength, Affirmed Baa3

Issuer: Molina Healthcare of New Mexico, Inc

-- Insurance Financial Strength, Affirmed Baa3

Issuer: Molina Healthcare of Ohio, Inc

-- Insurance Financial Strength, Affirmed Baa3

Issuer: Molina Healthcare of Texas, Inc.

-- Insurance Financial Strength, Affirmed Baa3

Issuer: Molina Healthcare of Washington Inc

-- Insurance Financial Strength, Affirmed Baa3

The following actions were changed to Negative from Stable:

Outlook Actions:

Issuer: Molina Healthcare of California

-- Outlook, Changed To Negative From Stable

Issuer: Molina Healthcare of Michigan, Inc

-- Outlook, Changed To Negative From Stable

Issuer: Molina Healthcare of New Mexico, Inc

-- Outlook, Changed To Negative From Stable

Issuer: Molina Healthcare of Ohio, Inc

-- Outlook, Changed To Negative From Stable

Issuer: Molina Healthcare of Texas, Inc.

-- Outlook, Changed To Negative From Stable

Issuer: Molina Healthcare of Washington Inc

-- Outlook, Changed To Negative From Stable

Issuer: Molina Healthcare, Inc.

-- Outlook, Changed To Negative From Stable

Molina Healthcare, Inc. is headquartered in Long Beach, California.
For the year ended 2016 total revenue (including investment income)
was $17.8 billion and net income $52 million. Medical membership as
of December 31, 2016 was approximately 4.2 million members. As of
December 31, 2016 the company reported total equity of $1.6
billion.


NAT'L ASSISTANCE BUREAU: Hires Dauble & Associates as Accountant
----------------------------------------------------------------
National Assistance Bureau, Inc. received approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to hire
Dauble & Associates, P.C.

The firm will provide accounting and financial advisory services to
the Debtor related to its Chapter 11 case.

Mary Ann Dauble, a certified public accountant, disclosed in a
court filing that the firm and its members are "disinterested
persons" as defined in section 101(14) of the Bankruptcy Code.

Dauble & Associates can be reached through:

     Mary Ann Dauble
     Dauble & Associates, P.C.
     555 Sun Valley Drive, Unit P-2
     Roswell, GA 30076

                About National Assistance Bureau

National Assistance Bureau, Inc. sought protection under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 15-69786) on
October 13, 2015.  

The petition was signed by William R. Hill Sr., president.  The
Debtor is represented by Theodore N. Stapleton, Esq., at Theodore
N. Stapleton, P.C.  Lowenstein Sandler, LLP serves as its special
counsel.

The Debtor estimated assets of $1 million to $10 million and debts
of $10 million to $50 million.


NAT'L ASSISTANCE BUREAU: Seeks to Hire Holt Ney as Special Counsel
------------------------------------------------------------------
National Assistance Bureau, Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to hire Holt
Ney Zatcoff & Wasserman, LLP as special counsel.

The Debtor tapped the firm to give legal advice on general
corporate matters and the sale of its Porterfield facility.  Holt
Ney will charge an hourly rate of $510 to $520 for its services.

Gregory Youra, Esq., disclosed in a court filing that he and other
members of the firm do not represent any interest adverse to the
Debtor or its bankruptcy estate, and that they are "disinterested
persons" as defined in section 101(14) of the Bankruptcy Code.

Holt Ney can be reached through:

     Gregory Youra, Esq.
     Holt Ney Zatcoff & Wasserman, LLP
     100 Galleria Parkway, Suite 1800
     Atlanta, GA 30339
     Phone: (770) 956-9600
     Fax: (770) 956-1490

                About National Assistance Bureau

National Assistance Bureau, Inc. sought protection under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 15-69786) on
October 13, 2015.  

The petition was signed by William R. Hill Sr., president.  The
Debtor is represented by Theodore N. Stapleton, Esq., at Theodore
N. Stapleton, P.C.  Lowenstein Sandler, LLP serves as its special
counsel.

The Debtor estimated assets of $1 million to $10 million and debts
of $10 million to $50 million.


NATIONAL MENTOR: Moody's Hikes Corporate Family Rating to B1
------------------------------------------------------------
Moody's Investors Service upgraded National Mentor Holdings, Inc.'s
Corporate Family Rating to B1 from B2 and Probability of Default
rating to B1-PD from B2-PD. Moody's also affirmed the B1 ratings on
the company's senior secured credit facilities and the SGL-2
speculative grade liquidity rating. The ratings outlook is stable.

The upgrade of the CFR reflects steadily improving earnings, solid
credit metrics and good cash flow. Moody's believes that modestly
increasing reimbursement rates, the continued shift to small
community based homes (like those operated by National Mentor) from
state run institutions and acquisitions will continue to fuel
growth. Moody's expects the company to maintain a disciplined
acquisition strategy and reduce Moody's adjusted debt to EBITDA to
around 4 times in the year ahead.

In its release, Moody's noted the fact that, while National
Mentor's CFR was upgraded to B1, its senior secured bank credit
facilities were affirmed at B1. That is because over the recent
past, the company's capital structure has evolved into one where
first lien debt represents the preponderance of debt within the
capital structure, with modest loss absorption provided by
unsecured liabilities. Accordingly, the senior secured credit
facilities remain at B1, and are now the same rating as the
company's CFR.

The following ratings of National Mentor Holdings, Inc. were
upgraded:

- Corporate Family Rating, upgraded to B1 from B2

- Probability of Default Rating, upgraded to B1-PD from B2-PD

The following ratings were affirmed:

- Senior Secured Revolving Credit Facility at B1 (LGD3)

- Senior Secured Term Loan at B1 (LGD3)

- Speculative Grade Liquidity at SGL-2

The outlook is stable.

RATINGS RATIONALE

The B1 Corporate Family Rating reflects the company's high business
risk given its reliance on government payors and exposure to state
budgets. Rising labor costs and moderately high geographic
concentration also constrain the rating. However, the rating is
supported by the company's position as one of the leading providers
of residential services to individuals with intellectual and
developmental disabilities (ID/DD) and catastrophic injuries. The
company also has solid credit metrics and good cash flow.

The stable rating outlook reflects Moody's expectation that the
company will be able to effectively manage reimbursement pressures
or other operating challenges, while preserving its solid operating
performance.

National Mentor would have to materially increase its scale and
reduce its revenue concentration before Moody's would consider an
upgrade. However, if the company is able to effectively manage its
growth and reduce debt to EBITDA to around 3.5 times, the rating
could be upgraded.

The rating could be downgraded if National Mentor's operating
performance deteriorates, liquidity deteriorates, or the company
completes a large debt funded acquisition. Specifically, if Moody's
expects debt to EBITDA to be sustained above 5.0 times, the rating
could be downgraded.

The principal methodology used in these ratings was that for the
Business and Consumer Service Industry published in October 2016.

National Mentor provides residential and other services to
individuals with intellectual/developmental disabilities, persons
with acquired brain or other catastrophic injuries, at-risk youth,
and the elderly. The company is a wholly-owned subsidiary of
Civitas Solutions, Inc. Revenues are around $1.4 billion.


NEW ENGLAND MECHANICAL: Can Use Cash Collateral Until May 31
------------------------------------------------------------
Judge Bruce A. Harwood of the U.S. Bankruptcy Court for the
District of New Hampshire authorized New England Mechanical
Coordination & Consulting, LLC, to use cash collateral through May
31, 2017.

The Debtor is allowed to use and expend up to $75,000 in cash
collateral to pay the costs and expenses which the Debtor
anticipates to incur in the ordinary course of business to the
extent provided for in the Budget during the period March 6, 2017,
through May 31, 2017.  The approved Budget shows total expenses in
the aggregate sum of $451,890.

Judge Harwood directed the Debtor to pay to PUB an adequate
protection payment of $750 per month.  He further directed the
Debtor to pay to the IRS the monthly sum of $1,800 for the first 6
months, beginning on April 15, 2017.  To the extent that cash
collateral use continues for more than 6 months, the IRS adequate
protection payment will be increased to $3,686 in October 2017.

Latva Realty is directed to execute and deliver to PUD and the IRS
a subordination agreement, which subordinates the security
interests held by Latva Realty as security for the $50,000
revolving loan made to the Debtor pursuant to the terms of the
Interim and Final Borrowing Orders entered by the Court.

Each Record Lienholder is granted a replacement lien in, to and on
the Debtor's postpetition property of the same kinds and types as
the collateral in, to and on which it held valid and enforceable,
perfected liens on the Petition Date.  The replacement lien will
maintain the same priority, validity, enforceability, perfection
and value as the liens held by the IRD, PUB or any other Record
Lienholder.

The Debtor is required to file a further application for on-going
usage of the cash collateral on or before May 17, 2017.  Any
objections to the application for further use of cash collateral
must be filed on or before May 24, 2017.

A hearing on the further motion for permission to use cash
collateral will be held on May 31, 2017 at 1:30 p.m.

A full-text copy of the Order, dated March 24, 2017, is available
at https://is.gd/n0JNHp

                   About New England Mechanical

New England Mechanical Coordination & Consulting, LLC, d/b/a NEMC2
filed a Chapter 11 petition (Bankr. D.N.H. Case No. 17-10133) on
Feb. 3, 2017.  The petition was signed by Michael A. Zyla, member.
The case is assigned to Judge Bruce A. Harwood.  The Debtor is
represented by William S. Gannon, Esq., at William S. Gannon PLLC.
At the time of filing, the Debtor had $571,151 in total assets and
$2.41 million in total liabilities.


NEW JERSEY HEADWEAR: Plan Filing Deadline Moved Through June 14
---------------------------------------------------------------
Judge John K. Sherwood of the U.S. Bankruptcy Court for the
District of New Jersey extended New Jersey Headwear Corp.'s
exclusive periods for filing a plan of reorganization and
soliciting acceptances to the plan to June 14, 2017, and August 13,
2017, respectively.

The Troubled Company Reporter previously reported that the Debtor
continues to manage and operate its business as
Debtor-In-Possession, and currently operating at an annual sales
level of $6,450,000 and is meeting budget for the 13 week period
ending Feb. 10, 2017.

                About New Jersey Headwear

New Jersey Headwear Corp. maintains its offices at 305 3rd Avenue
West #5, NJ 07107. The Debtor manages and operates a manufacturing
business producing headwear, tote bags and other textiles.

New Jersey Headwear Corp. sought protection under Chapter 11 of
the
Bankruptcy Code (Bankr. D. N.J. Case No. 16-31777) on November 14,
2016. The petition was signed by Mitchell Cahn, president. The
case
is assigned to Judge Stacey L. Meisel. At the time of the filing,
the Debtor estimated its assets and liabilities at $1 million to
$10 million.

The Debtor is represented by  William S. Katchen, Esq. at the Law
Offices of William S. Katchen, LLC. The Debtor employs Edward
Bond,
Esq. and Bederson, LLP as financial advisor.


NMSC HOLDINGS: Moody's Lowers CFR to B3 on High Finc'l Leverage
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of NMSC Holdings,
Inc., including its Corporate Family Rating to B3 from B2 and its
Probability of Default Rating to B3-PD from B2-PD. Moody's also
downgraded NMSC's first lien credit facility ratings to B2 from B1.
The ratings outlook is stable. NMSC is the parent company of North
American Partners in Anesthesia.

The downgrade of the CFR reflects weak operating performance and
Moody's belief that NMSC will be unable to meaningfully reduce its
adjusted debt to EBITDA, currently over 7.0 times, over the
near-to-intermediate term. Moody's anticipates that NMSC will face
near-term operational headwinds due to elevated bad debt expense
and recent contract losses, which will limit earnings and cash flow
growth.

Ratings downgraded:

NMSC Holdings, Inc.

Corporate Family Rating to B3 from B2

Probability of Default Rating to B3-PD from B2-PD

Senior secured first lien revolving credit facility
expiring 2021 to B2 (LGD 3) from B1 (LGD 3)

Senior secured first lien term loan due 2023 to B2 (LGD 3)
from B1 (LGD 3)

The outlook is stable.

RATINGS RATIONALE

The B3 CFR reflects the company's very high financial leverage,
limited scale, and aggressive financial policies. The B3 CFR also
reflects the company's high geographic concentration in the
Northeast. The rating is supported by favorable market trends
within healthcare services outsourcing and Moody's view that the
company will maintain high customer retention in the years ahead.

The stable outlook reflects Moody's expectation that NMSC will
continue to operate with very high financial leverage and modestly
positive free cash flow over the near-to-intermediate term.

The ratings could be upgraded if NMSC is able to increase its scale
while effectively managing its growth. A ratings upgrade would also
require the company to address its revenue cycle management
challenges and lower its adjusted debt to EBITDA to below 6.0
times.

The ratings could be downgraded if NMSC experiences deterioration
in operating performance or liquidity.

The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.

Headquartered in Melville, NY, NMSC Holdings, Inc. is a leading
specialty anesthesia management company in the United States. The
company partners with hospitals, ambulatory surgery centers and
physician offices to provide anesthesia services and perioperative
care. NMSC, which is owned by private equity sponsor American
Securities, reported revenues of $419 million in the twelve months
ended December 31, 2016.



NORTHEAST ENERGY: Laurel Machinery Buying Deere 160D for $64K
-------------------------------------------------------------
Northeast Energy Management, Inc., asks the U.S. Bankruptcy Court
for the Western District of Pennsylvania to authorize the sale of
E125 John Deere 160D excavator Serial No. 1FF160DXLBD05117 to
Laurel Machinery for $64,000.

The Debtor is the owner in fee simple of the Property.  Among the
Debtor's assets is its interest in the Property.

S & T Bank is a secured creditor in this proceeding by virtue of a
security interest in the Debtor's equipment and assets with an
aggregate balance due as of the date of filing of $622,696.

The Buyer is an independent bona fide purchaser for value.  

The Buyer has agreed to purchase the said excavator, subject to the
approval of the Court, for the total purchase price $64,000.  The
Buyer is not related to the Seller and its offer on the Debtor's
excavator is a fair market value offer for the respective
property.

The Debtor avers that the sales price is fair and reasonable and is
in the best interests of all parties since the sale will generate
funds for the secured creditor (S & T Bank) - $9,860) and the
remainder for the Debtor's operations including its payment of its
ongoing insurance premiums.  Accordingly, the Debtor asks the Court
enters an order authorizing the sale of the John Deere excavator to
the Buyer upon the terms and conditions as described.

The Debtor asks an expedited hearing on the matter for these
reasons:

   a. The monthly premium is due on April 8, 2017 and it is not
possible to schedule a hearing date before that time;

   b. It is necessary to have an expedited hearing to approve the
financing agreement so that the insurance premiums can be paid;
and

   c. The need for an expedited hearing has not been caused by any
lack of due diligence by the Debtor or its counsel but has been
brought on by the circumstances beyond its control.

The Purchaser can be reached:

          LAUREL MACHINERY
          Jonnet Road, William Penn Highway
          Blairsville, PA 15717

                About Northeast Energy Management

Northeast Energy Management, Inc., based in Indiana, PA, filed a
Chapter 11 petition (Bankr. W.D. Pa. Case No. 17-70032) on Jan.
16,
2017.  The Hon. Jeffery A. Deller presides over the case.  The
petition was signed by Paul G. Ruddy, secretary.  In its petition,

the Debtor estimated $1 million to $10 million in both assets and
liabilities.  Michael J. Henny, Esq., at the Law Office of Michael

J. Henny, serves as bankruptcy counsel.


NORTHEAST ENERGY: WTC Buying Kenworth Wench Truck for $80K
----------------------------------------------------------
Northeast Energy Management, Inc., asks the U.S. Bankruptcy Court
for the Western District of Pennsylvania to authorize the sale of
2012 Kenworth Wench Truck TT257 Serial No. 1NKW14OX9CJ99362 to WTC
Trucking for $80,000.

The Debtor is the owner in fee simple of the Property.  Among the
Debtor's assets is its interest in the Property.

S & T Bank is a secured creditor in this proceeding by virtue of a
security interest in the Debtor's equipment and assets with an
aggregate balance due as of the date of filing of $622,696.

The Buyer is an independent bona-fide purchaser for value.

The Buyer has agreed to purchase the said equipment, subject to
approval of the Court, for the total purchase price of $80,000.

The Debtor avers that the sales price is fair and reasonable and is
in the best interests of all parties since the sale will generate
funds for the Debtor's operations including its payment of its
ongoing insurance premiums.  Accordingly, the Debtor asks that the
Court enters an Order authorizing the sale of the Property to the
Buyer upon the terms and conditions as described.

The Debtor asks an expedited hearing on this matter for these
reasons:

   a. The monthly premium is due on April 8, 2017, and it is not
possible to schedule a hearing date before that time;

   b. It is necessary to have an expedited hearing to approve the
financing agreement so that the insurance premiums can be paid;
and

   c. The need for an expedited hearing has not been caused by any
lack of due diligence by the Debtor or its counsel but has been
brought on by the circumstances beyond its control.

                About Northeast Energy Management

Northeast Energy Management, Inc., based in Indiana, PA, filed a
Chapter 11 petition (Bankr. W.D. Pa. Case No. 17-70032) on Jan. 16,
2017.  The Hon. Jeffery A. Deller presides over the case.  The
petition was signed by Paul G. Ruddy, secretary.  Michael J. Henny,
Esq., at the Law Office of Michael J. Henny, are serving as
bankruptcy counsel.  In its petition, the Debtor estimated $1
million to $10 million in assets and liabilities.


NUMISMATIC SUBS: Plan Confirmation Hearing on May 2
---------------------------------------------------
Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the
Middle District of Florida conditionally approved Numismatic Subs,
LLC's disclosure statement in support of its plan of
reorganization.

The Court will conduct a hearing on confirmation of the Plan on May
2, 2017, at 10:30 a.m.

Parties in interest shall submit their written ballot accepting or
rejecting the Plan no later than eight days before the date of the
Confirmation Hearing.

Objections to confirmation shall be filed and served no later than
seven days before the date of the Confirmation Hearing.

                   About Numismatic Subs

Numismatic Subs, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-04855) on June 3,
2016.  The petition was signed by William T. Dougherty, Jr.,
managing member.  The Debtor is represented by Daniel J. Herman,
Esq., at Pecarek & Herman, Chartered.  The Debtor estimated assets
at $0 to $50,000 and liabilities at $500,001 to $1 million at the
time of the filing.

The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in
the
Chapter 11 case of Numismatic Subs, LLC.


ORBCOMM INC: Moody's Assigns First-Time B2 Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service has assigned a first-time B2 corporate
family rating ("CFR") and a B2-PD probability of default rating
("PDR") to ORBCOMM Inc. Moody's has also assigned a B2 (LGD3)
rating to the company's proposed $250 million 7 year senior secured
notes. Additionally, Moody's has assigned Orbcomm an SGL-1
speculative grade liquidity rating, indicating very good liquidity.
The proceeds from the notes will be used to refinance existing
indebtedness and for general corporate purposes, including
acquisitions.

Actions taken for ORBCOMM Inc.:

Assignments:

-- Probability of Default Rating, Assigned B2-PD

-- Speculative Grade Liquidity Rating, Assigned SGL-1

-- Corporate Family Rating, Assigned B2

-- Senior Secured Regular Bond/Debenture, Assigned B2 (LGD 3)

Outlook Actions:

-- Outlook, Assigned Stable

RATINGS RATIONALE

The B2 CFR reflects Orbcomm's entrenched global presence across
multiple vertical markets in the large and growing industrial
Internet of Things and Machine-to-Machine remote connectivity
industry. By adopting an agnostic approach to network connectivity
and utilizing both its own satellite constellation and resold third
party satellite and terrestrial cellular networks, Orbcomm is able
to focus on delivering full turn-key and tailored services,
hardware and applications solutions to a diverse customer set
within multiple industries, including the transportation, heavy
equipment and maritime industries, among others. The company's
scale-based cost advantages across both owned and resold networks
help solidify customer relationships through competitive price
points on approximately 1.7 million subscriber units, resulting in
stable, recurring revenue with relatively low churn, aided to some
degree by service contracts. Further, switching costs are very high
due to significant upfront customer communications hardware
investments, either through purchases of Orbcomm-designed and
contract-manufactured products or customer-sourced products from
third parties. The rating also incorporates Orbcomm's strong
liquidity position, solid margins and free cash flow generation, a
seasoned and proven management team, and a history of successfully
integrating acquisitions. These strengths are offset by the
company's small scale and peak leverage (Moody's adjusted) of 5.6x
pro-forma reflecting the transaction for the twelve months ending
March 31, 2017. The potential for new technologies and new entrants
to challenge Orbcomm's market positions remains a longer term
risk.

Moody's expects Orbcomm to have leverage (Moody's adjusted) of
around 5.4x at year end 2017 and to generate about $10 million of
free cash flow. Moody's expectations for above-average revenue
growth and margin expansion supports leverage (Moody's adjusted)
declining to 5x by year end 2018. Moody's expects Orbcomm will
generate about $15 million of free cash flow in 2018 due to a
continued lessening of capital intensity.

Moody's expects Orbcomm to have very good liquidity over the next
twelve months primarily supported by its large cash balance and
free cash flow generation. As of December 31, 2016, Orbcomm had $25
million cash on hand and pro-forma for this transaction
approximately $93 million of cash will be added to the balance
sheet. Moody's expects the company to spend the bulk of these cash
holdings on acquisitions and capex over the next several years.
Moody's forecasts organic capital spending will be about 10% of
revenues for FYE2017. The company will also have an undrawn $10
million revolver at transaction close.

The ratings for debt instruments reflect both the probability of
default of Orbcomm, to which Moody's assigns a PDR of B2-PD, and
individual loss given default assessments. The senior secured notes
are rated B2 (LGD3) in line with the CFR. The secured notes and the
revolver have a first priority lien on substantially all tangible
and intangible assets subject to a 65% limit with respect to the
equity interests of any foreign subsidiary and certain specified
exclusions.

The stable outlook for Orbcomm reflects Moody's expectations for
continued and solid organic revenue growth while leverage (Moody's
adjusted) is on track to be at or below 5x by FYE2018. The outlook
also incorporates recurring revenue stability and customer churn in
line with historically low levels.

The B2 rating could be upgraded if Orbcomm materially increases its
scale, leverage (Moody's adjusted) is sustained below 4x, and if
free cash flow is at least 10% of Moody's adjusted debt. The rating
could be downgraded if liquidity deteriorates or if leverage
(Moody's adjusted) is not on track to be at or below 5x by
FYE2018.

The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.

With headquarters in Rochelle Park, New Jersey, Orbcomm is a global
provider of Machine-to-Machine and Internet of Things solutions,
including network connectivity, device management and web reporting
applications. During the last twelve months ended December 31,
2016, Orbcomm generated $187 million in revenue.


ORBCOMM INC: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
S&P Global Ratings said it assigned its 'B' corporate credit rating
to Rochelle Park, N.J.-based ORBCOMM Inc.  The outlook is stable.

ORBCOMM plans to issue $250 million of senior secured notes to
refinance its existing secured credit facilities and add cash to
the balance sheet for general corporate purposes, which could
include acquisitions.  In addition, the company is considering
obtaining a $15 million senior secured revolving credit facility.

At the same time, S&P assigned a 'B' issue-level rating and '3'
recovery rating to the company's proposed $250 million senior
secured notes due 2024.  The '3' recovery rating indicates S&P's
expectation for meaningful (50%-70%; rounded estimate: 50%)
recovery for lenders in the event of a payment default.

"The rating on ORBCOMM primarily reflects its limited size,
operations in a fairly narrow telecommunications niche, some degree
of revenue concentration with its top customers, and the fragmented
and competitive nature of the IoT market," said S&P Global Ratings
credit analyst Rose Askinazi.

These factors are somewhat offset by the company's comprehensive
product portfolio, good revenue visibility provided by an installed
base with multi-year contracts, and solid market share in providing
machine-to-machine (M2M) solutions, which is a growing subset of
IoT.  S&P expects pro forma adjusted leverage in the mid-6x area
will decline to the mid-5x area in 2017, benefiting from organic
EBITDA growth and potential modest acquisitions, and that free
operating cash flow (FOCF) will be positive.

The stable outlook reflects S&P's expectation that pro forma
adjusted leverage in the mid-6x area will decline to the mid-5x
area in 2017, benefiting from organic EBITDA growth from healthy
demand for IoT solutions and potential tuck-in acquisitions.


OUTER HARBOR: K-Line's Claim Could Change Unsecureds' Recoveries
----------------------------------------------------------------
Outer Harbor Terminal, LLC, filed with the U.S. Bankruptcy Court
for the District of Delaware its first amended combined Chapter 11
plan of liquidation and disclosure statement dated March 24, 2017.

This amended liquidation plan asserts that prior to the Petition
Date, in the ordinary course of business, certain of the Debtor's
Affiliates provided, among other things, the following services to
the Debtor to help support and manage the Debtor's operations:

   (i) vessel planning services, including managing the scheduling
of vessels entering and leaving the Port and working with shippers
to determine the complex sequencing of container loading and
unloading to maximize efficiency and minimize cost;

  (ii) information technology services, including internet
services, security services, infrastructure, financial
applications, and terminal operating system services;

(iii) financial and accounting services, including transaction
processing including billing and collections, procurements, and
audit functions, and

  (iv) general administrative services, including various support
systems and initiatives.

Also, on April 4, 2016, K-Line filed a proof of claim against the
Estate for alleged breach of a Stevedore and Marine Terminal
Services Agreement. The Debtor filed an objection to the proof of
claim, arguing that it had terminated the Stevedore and Marine
Terminal Services Agreement in accordance with its terms, and that
K-Line was not entitled to damages.

On Jan. 12, 2017, the Bankruptcy Court held an evidentiary hearing
with respect to the Debtor's objection to the proof of claim filed
by K-Line. On Feb. 21, 2017, the Bankruptcy Court issued a
memorandum opinion finding that the Debtor had not terminated the
Stevedore and Marine Terminal Services Agreement and directing the
parties to schedule further proceedings to resolve their dispute.
On March 7, 2017, the Debtor filed the Motion for Reconsideration.
The Motion for Reconsideration is currently pending before the
Bankruptcy Court and is scheduled to be heard on April 18, 2017.

On Feb. 28, 2017, K-Line filed the K-Line Administrative Expense
Motion seeking allowance of an administrative expense claim in an
amount to be determined. K-Line did not set an objection deadline
with respect to the K-Line Administrative Expense Motion, but the
Debtor intends to dispute the K-Line Administrative Expense
Motion.

The final outcome of the Debtor's objection to the Claim filed by
K-Line and the K-Line Administrative Expense Motion will impact the
estimated recoveries to Holders of Allowed Claims. Because of the
size of K-Line's asserted claim, if the Court assesses damages in
the amount asserted by K-Line, the recoveries for Holders of
Allowed Claims will be smaller than if the Court assesses damages
in a lower amount.

The Debtor estimates that the difference in the Distribution to
Holders of General Unsecured Claims will vary by up to seven 7
cents on the dollar depending on the final amount of the K-Line
Claim. Moreover, if K-Line prevails on the K-Line Administrative
Expense Motion, the Holders of General Unsecured Claims may not
receive any Distribution pursuant to the Combined Plan and
Disclosure Statement.

The Amended Disclosure Statement is available at:

          http://bankrupt.com/misc/deb16-10283-597.pdf

                 About Outer Harbor Terminal

Outer Harbor Terminal, LLC -- aka Ports America Outer Terminal,
LLC, PAOH, and PAOHT -- is an Oakland, California-based port
operator.  It is a joint venture between Ports America and
Terminal
Investment Ltd.

Outer Harbor is winding down operations.  Ports America is leaving
Oakland to concentrate its investments in other terminals that the
company operates in Tacoma, Los Angeles-Long Beach, New York-New
Jersey and Baltimore.

Oakland, California-based port operator Outer Harbor Terminal, LLC
filed for Chapter 11 protection (Bankr. D. Del. Case No. 16-10283)
on Feb. 1, 2016.  The petition was signed by Heather Stack, chief
financial officer.  The case is assigned to Judge Laurie Selber
Silverstein.

The Debtor disclosed $103 million in assets and $370 million in
debt.

Milbank, Tweed, Hadley & Mccloy LLP is the Debtor's general
counsel.  Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., serves as its Delaware counsel.  Prime Clerk LLC is the
claims and noticing agent.


OUTER HARBOR: Wants Plan Filing Date Extended Until June 26
-----------------------------------------------------------
Outer Harbor Terminal, LLC, asks the U.S. Bankruptcy Court for the
District of Delaware to extend the period by which the Debtor has
exclusive right to file a Chapter 11 plan through and including
June 26, 2016, and the period during which the Debtor has the
exclusive right to solicit acceptances of the plan through and
including August 24, 2017.

The Debtor commenced the Bankruptcy Case primarily with the goal of
implementing an orderly and efficient wind down of its business and
liquidation of its assets while maximizing value that would inure
to its creditors in the process. The Debtor tells the Court that it
has been able to finance the wind down during this Bankruptcy Case
using solely its cash on hand and revenues generated from customer
receivables and asset sales, efficiently winding down the Debtor's
estate.

Because the Debtor's wind down is substantially complete, the
Debtor and its advisors are now primarily focused on completing the
claims reconciliation process and formulating and proposing a plan
of liquidation for the benefit of its creditors.  The Debtor has
settled the majority of the claim objections that it filed and is
addressing the remaining claim related issues raised by the one
creditor, Kawasaki Kisen Kaisha, Ltd. (K-Line), with which it has
not fully settled all outstanding issues.

The Debtor is thus seeking an extension of the exclusive periods in
order to allow it to finalize and resolve its dispute with K-Line
and complete its plan of liquidation process.  The extensions of
the exclusive periods requested, which the Debtor submits are
reasonable under the circumstances, will allow the Debtor to
continue such plan-related efforts without the distraction of
dealing with any competing plans filed and, accordingly, are in the
best interest of the Debtor's estate and creditors.

The Debtor also contends that the size and complexity of their
business, assets, and employee relationships have necessitated
significant effort by the Debtor's management, employees, and
advisors since the Petition Date. Transitioning and winding down
business operations through the stages of chapter 11 is a major
undertaking requiring significant management attention, and the
Debtor has done so while seeking to maximize the value of its
assets for the benefit of its stakeholders. The Debtor submits that
this factor weighs in favor of the extension of the exclusive
periods requested.

A hearing will be held on April 18, 2017, to consider approval of
the Debtor's request, and any objections to the Debtor's request
must be filed by April 10, 2017, at 4:00 p.m. (prevailing Eastern
Time).

                   About Outer Harbor Terminal

Outer Harbor Terminal, LLC -- aka Ports America Outer Terminal,
LLC, PAOH, and PAOHT -- is an Oakland, California-based port
operator. It is a joint venture between Ports America and Terminal
Investment Ltd.

Outer Harbor is winding down operations.  Ports America is leaving
Oakland to concentrate its investments in other terminals that the
company operates in Tacoma, Los Angeles-Long Beach, New York-New
Jersey and Baltimore.

Oakland, California-based port operator Outer Harbor Terminal, LLC
filed for Chapter 11 protection (Bankr. D. Del. Case No. 16-10283)
on Feb. 1, 2016.  The petition was signed by Heather Stack, chief
financial officer.  The Hon. Laurie Selber Silverstein is the case
judge.

The Debtor scheduled $103 million in assets and $370 million in
debt.

Milbank, Tweed, Hadley & Mccloy LLP is the Debtor's general
counsel.  Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., serves as its Delaware counsel.  Prime Clerk LLC is the
claims and noticing agent.


P10 INDUSTRIES: Hires Eric Terry as Counsel
-------------------------------------------
P10 Industries, Inc. seeks authorization from the U.S. Bankruptcy
Court for the Western District of Texas to employ Eric Terry Law,
PLLC as counsel, effective March 22, 2017.

The Debtor requires the law firm to:

   (a) provide legal advice with respect to the Debtor's powers
       and duties as debtor in possession in the continued
       operation of its business, management of its properties and

       the sale of its assets;

  (b) prepare and pursue relief associated with maximizing the
      value of the assets of the Debtor's estate, whether via a
      sale of all assets or through confirmation of a plan after
      approval of a disclosure statement;

   (c) prepare on behalf of the Debtor necessary applications,
       motions, answers, orders, reports and other legal papers
       seeking relief that, in the Debtor's business judgment, is
       necessary and proper;

   (d) appear in Court to protect the interests of the Debtor
       before the Court; and

   (e) perform all other legal services for the Debtor that may be

       necessary and proper in these proceedings consistent with
       the Debtor's status in Chapter 11.

Eric Terry agreed to a reduction from his standard rate of $425 per
hour to a rate of $350 per hour for this engagement.

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

Eric Terry, sole attorney of the law firm, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estate.

The law firm can be reached at:

       Eric Terry, Esq.
       ERIC TERRY LAW PLLC
       4040 Broadway, Ste. 350
       San Antonio, TX 78209
       Tel: (210) 468-8274
       Fax: (210) 310-5447

                   About P10 Industries Inc

P10 Industries (OTCMKTS: PIOI) is a public company aimed at
monetizing highly valued intellectual property assets and acquiring
profitable businesses in the commercial and industrial markets to
generate profit and positive cash flows, ultimately creating
long-term stockholder value.  P10 was founded on Nov. 19, 2016,
following completion of an asset acquisition of Active Power, Inc.,
by Piller Power Systems, Inc., a subsidiary of Langley Holdings
PLC. Active Power rebranded and changed its name to P10 Industries
pursuant to the terms of the acquisition agreement.  

P10 Industries, Inc. fka Active Power, Inc., based in Austin, Tex.,
filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 17-50635) on
March 22, 2017.  The Hon. Craig A. Gargotta presides over the case.
Eric Terry, Esq., at Eric Terry Law PLLC, serves as bankruptcy
counsel. Reiter, Brunel & Dunn, PLLC serves as the Debtor's
corporate counsel.

In its petition, the Debtor declared $4.93 million in total assets
and $6.97 million in total liabilities.  The petition was signed by
Jay Powers, CFO.

A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb17-50635.pdf



P10 INDUSTRIES: To Pay Unsecured Creditors in Full
--------------------------------------------------
P10 Industries, Inc., filed with the U.S. Bankruptcy Court for the
Western District of Texas a disclosure statement dated March 22,
2017, referring to the Debtor's prepackaged plan of
reorganization.

The Prepackaged Plan effectuates the terms of two Restructuring
Support Agreements that will allow the Reorganized Debtor (i) to
obtain an investment of $4,654,750 million, which will allow the
Reorganized Debtor to monetize the Reorganized Debtor's patents,
make profitable acquisitions, run the Debtor's business and fund
necessary capital expenditures all to maximize shareholder return
(ii) eliminate significant lease and other liabilities (iii) pay
all Administrative, Secured, Priority and General Unsecured Claims
in full; and (iv) allow equity to retain its interests.

On September 29, 2016, the Debtor entered into an Asset Purchase
Agreement with Langley Holdings plc, a United Kingdom public
limited company, and Piller USA, Inc. (now Piller Power Systems,
Inc.).  On November 19, 2016, the Debtor completed the sale of
substantially all of its assets and operations to Langley.
Pursuant to the terms of the purchase agreement, after the closing
of the disposition of the Debtor's assets, the Debtor retained
approximately $1.6 million in cash, which equaled the amount by
which the value of the acquired assets exceeded the assumed
liabilities on the Debtor's balance sheet by more than $5 million
at closing. The Debtor also retained certain intellectual property
rights related to certain of patents. Following the sale of its
assets to Langley, the Debtor changed its name from Active Power,
Inc. to P10 Industries, Inc

All of the classes of claims are unimpaired by the Plan.  There are
no impaired classes.

Class 4 Allowed General Unsecured Claims will receive (i) cash
equal to the unpaid portion of the Allowed General Unsecured Claim
or (ii) reinstatement of the legal, equitable, and contractual
rights of the holder of the Allowed General Unsecured Claim; or (b)
the other treatment as may be agreed to by the Debtor and the
holder of the Allowed General Unsecured Claim in writing.

All cash necessary for the Reorganized Debtor to make distributions
under the Prepackaged Plan will be obtained from the Debtor's
existing cash balances, the SPA Purchase Consideration, or the
liquidation of property of the Estate.

The Disclosure Statement is available at:

          http://bankrupt.com/misc/txwb17-50635-7.pdf

                      About P10 Industries

Headquartered in Austin, Texas, P10 Industries, Inc. fka Active
Power, Inc. -- http://www.activepower.com-- (OTCMKTS: PIOI) is a
public company aimed at monetizing highly valued intellectual
property assets and acquiring profitable businesses in the
commercial and industrial markets to generate profit and positive
cash flows, ultimately creating long-term stockholder value.  P10
was founded on Nov. 19, 2016, following completion of an asset
acquisition of Active

Power, Inc., by Piller Power Systems, Inc., a subsidiary of Langley
Holdings PLC.  Active Power rebranded and changed its name to P10
Industries pursuant to the terms of the acquisition agreement.  

The Company is now considered a shell company, as defined in Rule
12b-2 of the Exchange Act.  Being a shell company means that it has
no or nominal operations, its assets solely consist of cash and
nominal other assets, and its business will be primarily to
monetize its retained intellectual property and to make
acquisitions of profitable operating companies to create positive
cash flow, which it believes will ultimately result in increasing
the value of our company in the future.

In connection with the asset sale to Langley, the Company notified
The NASDAQ Stock Market, or NASDAQ, on Nov. 21, 2016, that, upon
the closing under the purchase agreement, the Company had disposed
of substantially all of its assets, and had no significant
continuing operations.  On Dec. 1, 2016, the Company filed with the
SEC a Notification of Removal from Listing and Registration under
Section 12(b) of the Exchange Act on Form 25 to delist the shares
of its common stock from NASDAQ and the deregistration of its
common stock under Section 12(b) of the Exchange Act.  On that day,
the Company's common stock was suspended on NASDAQ and, since that
date, its common stock has been traded solely on the OTC Pink
Market operated by OTC Markets Group.  On Jan. 15, 2017, the
Company filed with the SEC a Certification and Notice of
Termination of Registration under Section 12(g) of the Exchange Act
on Form 15.
                      
P10 Industries reported a net loss of $15.86 million on $0 of
revenue for the year ended Dec. 31, 2016, compared to a net loss of
$6.45 million on $0 of revenue for the year ended Dec. 31, 2015.

The Company's accountants, PMB Helin Donovan, LLP, in Austin,
Texas, have expressed substantial doubt about its ability to
continue as a going concern as a result of the Company's history of
net operating losses, and continuing obligations under its
operating lease.  The Company's ability to achieve and maintain
profitability and positive cash flow is dependent upon its ability
to successfully obtain financing to acquire profitable business
operations and revenue that can generate cash flow to meet
operating requirements.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. W.D.
Tex. Case No. 17-50635) on March 22, 2017, listing $4.93 million in
total assets and $6.97 million in total liabilities.  The petition
was signed by Jay Powers, CFO.

Judge Craig A. Gargotta presides over the case.

Eric Terry, Esq., at Eric Terry Law, PLLC, serves as the Debtor's
bankruptcy counsel.

Reiter, Brunel & Dunn, PLLC, is the Debtor's corporate counsel.


PEABODY ENERGY: S&P Gives Prelim B+ CCR on Bankr. Plan Confirmation
-------------------------------------------------------------------
S&P Global Ratings said it assigned its preliminary 'B+' corporate
credit rating to St. Louis, Mo.-based Peabody Energy Corp.  The
outlook is stable.

At the same time, S&P assigned its preliminary 'B+' issue-level
rating to the company's senior secured debt, including a $950
million term loan due 2022, $500 million 6% senior secured notes
due 2022, and $500 million 6.375% senior secured notes due 2025.
S&P also assigned a preliminary '3' recovery rating to the senior
secured debt, indicating meaningful (50%-70%, rounded estimate:
65%) recovery in the event of a default.  Peabody Securities
Finance Corp. is the borrower of the secured notes.

Peabody Energy has received an order confirming its reorganization
plan and expects to emerge from bankruptcy in early April.  Peabody
has obtained a $950 million first-lien term loan due 2022. The
company has also issued $1 billion of senior secured notes, with
$500 million due in 2022 and $500 million due in 2025.  The company
will use the proceeds primarily to repay first-lien and second-lien
prepetition debt.  Peabody Securities Finance Corp. is the borrower
of the secured notes.

"The stable outlook is based on our assumption that although
metallurgical coal prices are falling from elevated levels, they
will not fall far below $120/ton for 2017," said S&P Global Ratings
credit analyst Chiza Vizza.  "We anticipate that Peabody's new
capital structure, which is considerably less expensive to service,
along with excess cash flow sweep requirements, will lead to
adjusted leverage close to 3x over the next year--in line with the
current rating."

S&P expects to finalize the preliminary ratings after the company
emerges from bankruptcy.

S&P could assign a lower rating if it expected leverage to approach
4x.  S&P views this as unlikely in the short term unless Peabody
were to make additional changes to its proposed capital structure.

S&P believes an upgrade is unlikely within the next year.  However,
S&P could raise the rating if it expected the coal operating
environment to be more stable and therefore less likely to cause
variability in operating results and credit measures, particularly
if Peabody builds a track record of successful operations,
including maintaining adjusted leverage below 3x.


PEABODY ENERGY: Taps Baker & McKenzie as Special Counsel
--------------------------------------------------------
Peabody Energy Corp. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Missouri to hire Baker & McKenzie LLP
as special counsel.

The firm will provide legal services to Peabody and its affiliates
for specific matters including domestic and international
commercial matters, environmental claims, and tax regulatory
matters.

The hourly rates charged by the firm range from $370 to $1,200 for
partners, $330 to $860 for other attorneys, and $80 to $350 for
paralegals and project assistants.

John Watson, Esq., a partner at Baker McKenzie, disclosed in a
court filing that his firm does not represent or hold any interest
adverse to the Debtors or their bankruptcy estates.

The firm can be reached through:

     John W. Watson, Esq.
     Baker & McKenzie LLP
     300 East Randolph Street, Suite 5000
     Chicago, IL 60601

                 About Peabody Energy Corporation

Headquartered in St. Louis, Missouri, Peabody Energy Corporation
claims to be the world's largest private-sector coal company.  As
of Dec. 31, 2014, the Company owned interests in 26 active coal
mining operations located in the United States (U.S.) and
Australia.  The Company has a majority interest in 25 of those
mining operations and a 50% equity interest in the Middlemount
Mine in Australia.  In addition to its mining operations, the
Company markets and brokers coal from other coal producers, both
as principal and agent, and trade coal and freight-related
contracts through trading and business offices in Australia,
China, Germany, India, Indonesia, Singapore, the United Kingdom
And the U.S.

Peabody posted a net loss of $1.988 billion for 2015, wider from
the net loss of $777 million in 2014 and the $513 million net loss
in 2013.

At Dec. 31, 2015, the Company had total assets of $11.02 billion
against $10.1 billion in total liabilities, and stockholders'
equity of $919 million.

On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code.  The 154 cases are jointly administered
before the Honorable Judge Barry S. Schermer under (Bankr. E.D. Mo.
Case No. 16-42529).

As of the Petition Date, PEC has approximately $4.3 billion in
outstanding secured debt obligations and $4.5 billion in
outstanding unsecured debt obligations.

The Debtors tapped Jones Day as general counsel; Armstrong,
Teasdale LLP as local counsel; Lazard Freres & Co. LLC and
investment banker Lazard PTY Limited as investment banker; FTI
Consulting, Inc., as financial advisors; and Kurtzman Carson
Consultants, LLC, as claims, ballot and noticing agent.

The Office of the U.S. Trustee on April 29, 2016, appointed seven
creditors of Peabody Energy Corp. to serve on the official
committee of unsecured creditors.  The Committee retained Morrison
& Foerster LLP as counsel, Spencer Fane LLP as local counsel,
Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts counsel,
Blackacre LLC as its independent expert, and Berkeley Research
Group, LLC, as financial advisor.


PERRY ELLIS: S&P Raises CCR to 'B+'; Outlook Stable
---------------------------------------------------
S&P Global Ratings raised its corporate credit rating on
Miami-based Perry Ellis International Inc. (PEI) to 'B+' from 'B'.
The outlook is stable.

In addition, S&P raised its issue-level rating on the company's
$150 million (currently about $50 million outstanding) senior
subordinated notes to 'B+' from 'B'.  The recovery rating on this
debt instrument remains '3', which indicates S&P's expectation for
lenders to receive meaningful (50%-70%; rounded estimate: 50%)
recovery in the event of a payment default.

"The upgrade reflects our expectations that PEI will continue to
strengthen its profitability and credit measures over the next
year, including improving debt leverage toward 3x over the next
year, from our 3.3x estimate for fiscal 2017 (ended Jan. 28,
2017)," said S&P Global Ratings credit analyst Mariola Borysiak. In
addition, S&P believes the company's financial policies with
respect to shareholder returns, divestitures, and acquisitions will
support its forecast credit measures.

Despite the weak retail environment and foreign currency headwinds,
which continued to slow the company's top-line growth, PEI kept its
EBITDA margin relatively flat at slightly over 8% at the end of
fiscal 2017.  The company completed rationalization of its brand
portfolio by exiting over 30 lower-margin brands and closed some
underperforming stores.  In addition, it significantly improved its
inventory position, allowing it to enhance its gross margin profile
by nearly 150 basis points year over year.

S&P believes the company is better positioned to drive profitable
sales and stronger margins during fiscal 2018.  S&P expects PEI
will continue to strengthen its core brands by increasing focus on
digital and e-commerce growth, expanding its specialty store
distribution network, benefiting from new licensing agreements, and
enhancing its international presence.

S&P has factored into the rating PEI's lack of product diversity
and vulnerability to fashion and economic cycle.  The company
generates the majority of its sales from men's sportswear,
swimwear, and accessories, and its geographic diversity is limited
(87% of its revenues come from the U.S.).  In addition, the
company's performance could be vulnerable to economic and fashion
cycles.  Its sales and margins are dependent on consumers'
willingness to spend and its ability to produce on-trend products.
A fashion miss can result in significantly lower margins as it will
need to take steep discounts on its merchandise to clear inventory.
PEI has relatively small size within the apparel sector as it
competes with larger companies, such as PVH Corp. and VF Corp. that
have more product and geographic diversity. Moreover, they have
better brand awareness, significantly stronger margins nearing 20%,
and greater financial wherewithal to market their products.

S&P's performance forecast for PEI incorporates these assumptions:

   -- U.S. real GDP grows by around 2.4% in 2017 and 2.3% in 2018,

      while the unemployment rate declines to 4.6% in 2017 and
      4.5% in 2018.

   -- Revenue growth in the low-single-digit percentage area in
      each of the next two fiscal years, reflecting S&P's view
      that the difficult retail environment, increasingly
      competitive apparel sector, and PEI's mature brands will
      hinder its efforts to drive meaningful top-line gains.
      Moreover, although the company completed rationalization of
      its brands, S&P believes it could continue to dispose of
      less profitable assets to focus on faster and more
      profitable growth.

   -- EBITDA margin expanding toward 9% at the end of fiscal 2018
      and slightly over 9% at the end of fiscal 2019, from S&P's
      estimated 8.2% at the end of 2017, as the company benefits
      from growth in stronger-margin core brands, a lean inventory

      position, cost saving, and supply chain efficiencies.

   -- Capital expenditures (capex) of about $15 million-
      $16 million in each of the next two forecast years to
      support digital growth and prudent opening of new stores.

   -- Free operating cash flows (FOCF) of about $30 million in
      each of the next two years.

   -- No acquisitions and dividends, however S&P expects modest
      levels of share buybacks.

Based on these assumptions, S&P forecasts debt to EBITDA will
improve toward 3x during fiscal 2018 from our estimated 3.3x as of
Jan. 28, 2017.  In addition, S&P forecasts EBITDA to interest
coverage will strengthen toward the high-4x area at the end of 2018
and above 5x one year later.  Although these measures are
relatively strong for our current rating, S&P has factored in the
volatility of PEI's profitability, given its exposure to a cyclical
retail environment.  That could result in meaningfully weaker cash
flow generation and higher debt leverage as evidenced by
significant profit erosion during 2014, which resulted in debt
leverage increasing toward the high-5x area.

The stable outlook reflects S&P's belief that PEI will continue to
demonstrate modest performance gains during 2018, despite a
challenging retail environment, as it benefits from growth in its
core brands and remains focused on international expansion and
strengthening distribution through e-commerce partners.  In
addition, S&P expects the company's financial policies in regard to
shareholder returns, divestitures, and acquisitions will support
S&P's forecast credit measures with debt leverage remaining below
4x.

S&P could lower the ratings if debt leverage increases to well
above 4.5x on sustained basis due to weaker sales and margins that
lead to profit erosion.  Such weaker performance could stem from an
increasingly competitive environment, a weak retail environment, or
product misses.  In addition, S&P could also lower the rating if
the company pursues a more aggressive shareholder returns policy or
acquisition strategy such that it issues debt and leverage
increases to the indicated threshold.

A higher rating is unlikely over the next year given the company's
limited geographic and product diversification and the inherent
volatility of its profits.  However, a higher rating could be
considered over the longer term if the company strengthens its
industry position, further expands geographically, and diversifies
its product offering such that S&P believes its profitability is
less volatile.  In addition, S&P would expect the company to at
least maintain its existing credit metrics.


PLASKOLITE LLC: Raise in MMA Prices No Impact on Moody's B2 CFR
---------------------------------------------------------------
Moody's Investors Service said Plaskolite LLC's ratings (B2 stable)
remain well-positioned despite a recent increase in
methylmethacrylate ("MMA") prices during the first quarter of
2017.

Headquartered in Columbus, Ohio, Plaskolite LLC manufactures
acrylic and other plastic products sold into construction, retail,
and other industrial end markets. Products include consumer
displays, kitchen and bath, lighting, museum glass, signs, and
windows/doors. The company operates manufacturing facilities in
Ohio, Mississippi, Texas, California, and Monterrey, Mexico and has
a distribution center in the Netherlands.


PLAYA HOTELS: S&P Assigns 'B' CCR; Outlook Stable
-------------------------------------------------
S&P Global Ratings said it assigned its 'B' corporate credit rating
to Fairfax, Va.-based Playa Hotels & Resorts N.V., the same as
S&P's rating on its predecessor entity Playa Hotels & Resorts B.V.
The outlook is stable.

Playa Hotels plans to issue a new $100 million revolving credit
facility and $530 million term loan to refinance its existing $50
million revolver and $375 million term loan (with $363 million
currently outstanding) and to repay $115 million of its $475
million of senior unsecured notes.  It will use additional cash for
transaction fees and expenses, to pay the call premium on the
notes, and to put cash on the balance sheet.

S&P also assigned its 'BB-' issue level rating and '1' recovery
rating to Playa's proposed senior secured credit facilities (issued
by wholly owned subsidiary Playa Resorts Holding B.V.), including a
$100 million revolving credit facility due 2022 and a $530 million
term loan due 2024.  The '1' recovery rating reflects S&P's
expectation for very high (90%-100%; rounded estimate: 95%)
recovery for lenders in the event of a payment default.

Additionally, S&P lowered the issue-level rating on the senior
unsecured notes due 2020 to 'B-' from 'B' and revised the recovery
rating to '5' from '4' due to an increase in the estimated secured
debt at default.  The '5' recovery rating reflects S&P's
expectation for modest (10%-30%; rounded estimate: 25%) recovery
for lenders in the event of a payment default.

"The 'B' corporate credit rating and stable outlook reflect our
expectation for leverage at Playa to remain high, with total
adjusted debt to EBITDA in the low-5x area through 2018,
notwithstanding the redemption of all of its outstanding preferred
stock with proceeds from its recent merger with Pace Holdings
Corp., a special purpose acquisition company (SPAC) sponsored by an
affiliate of TPG," said S&P Global Ratings credit analyst Daniel
Pianki.

"It is our understanding that the company intends to use excess
cash flow to repay debt and temporarily reduce leverage in the near
term; however, we believe it will prioritize development and
acquisition spending given its recently announced goal to double
the number of resorts in its system within the next five years.  We
believe this growth will come from organic development (such as the
new Hyatt resort that it recently announced it plans to build in
Cap Cana, Dominican Republic) as well as from acquisitions and
third-party management contracts, which could require significant
capital investment.  As a result, we expect leverage to remain at
or modestly above our 5x upgrade threshold over the intermediate
term.  Despite high leverage, we expect good EBITDA interest
coverage, in the low-3x area through 2018," S&P said.

The stable outlook reflects S&P's expectation for continued good
operating performance, resulting in total adjusted debt to EBITDA
in the low-5x area through 2018, and for EBITDA interest coverage
above 3x.


PRIUM COMPANIES: Unsecured Creditors to Recoup 1% Under Plan
------------------------------------------------------------
Prium Companies, LLC, filed with the U.S. Bankruptcy Court for the
Western District of Washington dated March 22, 2017, referring to
the Debtor's plan of reorganization.

General unsecured claims comprise the only class of claims under
the Plan and would receive a distribution of approximately 1% of
their allowed claims, to be distributed as follows: (i) an initial
distribution, the timing of which would be subject to the Plan
Administrator's business judgment; (ii) if distributable funds
remain once certain matters discussed below are resolved, a final
distribution; and (iii) if the Debtor receives cash between the
initial and final distributions, the Plan Administrator would
determine whether to make additional interim distributions.

The Plan Administrator may draw from estate funds to pay
professionals, whose employment was approved by the Court prior to
confirmation, for post-confirmation services without further order
of the Court.

The Disclosure Statement is available at:

          http://bankrupt.com/misc/wawb14-44512-500.pdf

The Plan was filed by the Debtor's counsel:

     John R. Rizzardi, Esq.
     Christopher L. Young, Esq.
     CAIRNCROSS & HEMPELMANN, P.S.
     524 Second Avenue, Suite 500
     Seattle, WA 98104-2323
     E-mail: jrizzardi@cairncross.com
             cyoung@cairncross.com

                About Prium Companies

Headquartered in Tacoma, Washington, Prium Companies, LLC, filed
for Chapter 11 bankruptcy protection (Bank. W.D. Wash. Case No.
14-44512) on Aug. 15, 2014, listing $7.04 million in total assets
and $83.69 million in total liabilities.  The petition was signed
by Eric D. Orse, manager.

Judge Paul B. Snyder presides over the case.

Diana K. Carey, Esq., and Michael M Feinberg, Esq., at Karr Tuttle
Campbell serves as the Debtor's bankruptcy counsel.


PROAMPAC PG: Moody's Affirms B3 CFR Over $249MM Term Loan Add-on
----------------------------------------------------------------
Moody's Investors Service affirmed ProAmpac PG Borrower LLC's B3
Corporate Family Rating and B3-PD Probability of Default Rating
following the company's announcement that it would add on $249
million to the Senior Secured Term Loan. Additional instrument
ratings are detailed below. The proceeds of the add-on term loan
will be used to finance the acquisition of a flexible plastic
packaging manufacturer, pay off existing revolver debt and pay
related fees and expenses. The transaction is expected to close in
April 2017. The rating outlook is stable.

Issuer: ProAmpac PG Borrower LLC

Affirmations:

-- Probability of Default Rating, Affirmed B3-PD

-- Corporate Family Rating, Affirmed B3

-- $75 million Gtd Senior Secured First Lien Revolving Credit  
    Facility due 2021, Affirmed B2 (LGD3)

-- $1077 million (Including $249m add-on) Gtd Senior Secured \
    First Lien Term Loan due 2023, Affirmed B2 (LGD3)

-- $215 million Gtd Senior Secured Second Lien Term Loan due
    2024, Affirmed Caa2 (LGD6)

Outlook Actions:

-- Outlook, Remains Stable

RATINGS RATIONALE

The affirmation of the B3 rating and stable outlook reflect the
anticipated benefit of completed and in process synergies and
various initiatives and management's pledge to direct all free cash
flow to debt reduction over the next 24 months. The affirmation
also reflects an expectation of adequate liquidity. Although the
$75 million revolver is small for the company's pro forma revenue
of approximately over $1 billion, the facility is expected to be
undrawn at the close of the transaction with good covenant cushion
and the company is expected to generate positive free cash flow.

The B3 corporate family rating reflects high leverage, high
percentage of commodity products and high percentage of
non-contracted business. The rating also reflects the risks
inherent in the fragmented and competitive industry in which the
company operates and the integration risk for the recent
acquisitions. Approximately 50% of the company's pro forma business
is not under contract with raw material pass-through provisions.
Additionally, average lags on the raw material cost pass-throughs
are 90 days for the business that is contracted and costs other
than raw materials are not passed through. The company has some
exposure to cyclical end markets.

Strengths in the combined company's competitive profile include a
high percentage of sales in relatively more stable end markets,
such as food and healthcare, long term relationships with customers
and a continued focus on producing innovative products. The company
has maintained long standing relationships with its customers,
including well-known blue chip names. The prior acquisition of CEI
provided meaningful exposure to the attractive pet food market and
has limited customer overlap.

The stable outlook reflects an expectation that ProAmpac will
benefit from completed and in process synergies and various
initiatives and all free cash flow will be directed to debt
reduction over the next 24 months. The company will need to execute
on its integration and operating plans as there is little room in
its credit metrics for negative variance.

The ratings could be upgraded if the company sustainably improves
credit metrics within the context of a stable operating and
competitive environment. An upgrade would also be dependent upon
the maintenance of good liquidity, including an appropriately sized
revolver, and conservative financial and acquisition policies. The
ratings could be upgraded if adjusted total debt to EBITDA moves
below 5.5 times, funds from operations to debt remains above 8.0%,
and EBITDA to gross interest coverage increases to above 3.0
times.

The rating could be downgraded if there is deterioration in the
credit metrics, liquidity or the operating and competitive
environment. Additional debt financed acquisitions, excessive
acquisitions (regardless of financing) and/or a move to an
aggressive financial profile could also prompt a downgrade.
Specifically, the rating could be downgraded if total adjusted debt
to EBITDA remains above 6.0 times, EBITDA to gross interest
coverage declines below 2.0 times, and/or funds from operations to
debt declines below 6.0%.

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

Headquartered in Cincinnati, Ohio, ProAmpac is a supplier of
flexible plastic packaging products serving customers in the food,
retail, healthcare and industrial end markets. In 2015, the company
was formed through the combination of Prolamina, Ampac Packaging
and Coating Excellence International ("CEI"). The company has 16
manufacturing facilities in the United States, which includes the 2
new facilities, 3 in Europe, 2 in Southeast Asia and 1 in Canada.
Approximately 93% of pro forma sales are generated in North America
and approximately 7% are generated internationally. Their primary
raw materials are resin (PET, LDPE, HDPE, polypropylene), paper,
foil, film and fabric. Pro forma net sales for the 12 months ended
December 31, 2016 totaled approximately $1.1 billion. ProAmpac is a
portfolio company of Pritzker Group.


PROAMPAC PG: S&P Revises Outlook to Negative & Affirms 'B' CCR
--------------------------------------------------------------
S&P Global Ratings said that it revised its outlook on ProAmpac PG
Intermediate LLC to negative from stable and affirmed its 'B'
corporate credit rating on the company.

ProAmpac PG is planning to issue an incremental $249 million add-on
to its existing $830 million first-lien term loan.  Proceeds will
be used to finance an acquisition of a flexible packaging
manufacturer participating in the heavy duty lawn and garden
market, pay related fees and expenses, and for general corporate
purposes.

At the same time, S&P affirmed its 'B' issue-level rating and '3'
recovery rating on the company's first-lien facilities (which will
now consist of a $75 million revolving credit facility and a
$1.08 billion first lien term loan).  The '3' recovery rating on
this debt indicates S&P's expectation for meaningful (50%-70%;
rounded estimate 55%) recovery for lenders in the event of a
payment default.

In addition, S&P affirmed its 'CCC+' issue-level rating and '6'
recovery rating on the company's $215 million second-lien term
loan, indicating S&P's expectation of negligible (0%-10%; rounded
estimate: 0%) recovery in the event of a default.

"The outlook revision reflects the potential that we may downgrade
ProAmpac if it fails to improve operating performance and reduce
debt such that adjusted debt to EBITDA remains above 6.5x, or if
the company pursues additional debt-financed acquisitions that
prevent it from deleveraging," said S&P Global Ratings credit
analyst Steven Mcdonald.

In November 2016, Pritzker Group Private Capital acquired the
company, resulting in increased debt leverage (S&P estimates S&P
adjusted leverage at the end of 2016 was in excess of 7.5x).  This,
along with the proposed debt-financed acquisition of a flexible
packaging manufacturer participating in the heavy duty lawn and
garden market, reflects very aggressive financial policies of its
financial sponsor, which will further stretch its credit metrics.

The negative outlook reflects the chance that S&P could lower the
ratings during the next 12 months if the company's debt leverage
does not improve towards appropriate levels.  This could occur due
to operational missteps, failure to achieve targeted synergies or
if the company pursues additional debt funded acquisitions.

S&P could lower the ratings on ProAmpac over the next 12 months if
S&P expects debt leverage to remain well over 6.5x on a sustained
basis.

S&P could revise the outlook to stable, if over the next 12 months
ProAmpac's credit metrics strengthen modestly over the next year,
including leverage trending towards or below 6.5x and S&P believes
the financial sponsor is committed to less aggressive financial
policies and sustaining adjusted debt to EBITDA below 6.5x.



PROGRESSIVE ACUTE: Allowed to Use Business First Cash Until May 19
------------------------------------------------------------------
U.S. Bankruptcy Judge Robert Summerhays for the Western District of
Louisiana authorized Progressive Acute Care, LLC, and its
affiliated debtors to use any cash collateral which are subject to
the liens and security interest of Business First Bank, through May
19, 2017.

The Debtors are authorized to use cash collateral in accordance
with its updated budget. The approved budget provides total
disbursements of approximately $783,586 for the week ending March
24, 2017 through week ending May 19, 2017.

Business First is granted perfected liens and security interests on
the Debtors' postpetition properties of the kind and nature that
Business First holds in the Debtors' prepetition property in the
same priority as Business First held in the Debtors' prepetition
property.

The Debtors are directed to pay to Business First the sum of
$100,000 from its receipt of the Full Medicaid Payments for the
pre-sale periods of July 2016 and August 2016 under various managed
care agreements.

The automatic stay under Section 362 of the Bankruptcy Code is
modified to permit Business First to offset against the Debtors'
accounts maintained at Business First and apply the balances
therein towards the $100,000 payment due.  The Debtors' counsel is
authorized and directed to pay any remaining balance of the
$100,000 payment due from the funds that Debtors' counsel holds in
trust for the Debtors.

Business First is also granted an allowed super-priority
administrative claim to the extent that the cash collateral used
resulted in a diminution of the value of the cash collateral
securing the claim of Business First.  Such super-priority
administrative claim will have priority in right of payment over
any and all other obligations, liabilities and indebtedness of the
Debtors, and over any and all administrative expenses or priority
claims.

The replacement liens and security interests granted to Business
First will be subject and subordinate to payment of the following:


     (i) all fees required to be paid to the Clerk of the Court and
to the U.S. Trustee under 28 U.S.C Section 1930(a) plus interest;

    (ii) all reasonable fees and expenses incurred by a patient
care ombudsman, if required and if appointed under section 333 of
the Bankruptcy Code in an aggregate amount not to exceed $10,000;

   (iii) all accrued and unpaid reasonable fees, disbursements,
costs and expenses of professionals or professional firms retained
by the Debtors or the Committee and accrued or incurred at any time
before or on the date of a Termination Event; and,

    (iv) all accrued and unpaid reasonable fees, disbursements,
costs and expenses of Professionals retained by the Debtors or the
Committee and accrued or incurred after the date of the Notice of
Event of Default in an amount not to exceed $75,000 in the
aggregate, plus any Success Fee due to SOLIC.

The final hearing to consider approval of the Debtor's Motion will
be held before this Court on May 16, 2017 at 10:00 a.m.  Any
objections will be filed and served no later than May 9, 2017.

A full-text copy of the Eighth Consent Order, dated March 24, 2017,
is available at https://is.gd/YUxdYT

A copy of the Debtor's Budget is available at https://is.gd/RroMMd


               About Progressive Acute Care

Progressive Acute Care, LLC, Progressive Acute Care Avoyelles, LLC,
Progressive Acute Care Oakdale, LLC, and Progressive Acute Care
Winn, LLC filed Chapter 11 petitions (Bankr. W.D. La. Case Nos.
16-50740, 16-80584, 16-50742, and 16-50743, respectively) on May
31, 2016.  The petitions were signed by Daniel Rissing, CEO.  

The cases are assigned to Judge Robert Summerhays.

Steffes, Vingiello & McKenzie, LLC, is serving as bankruptcy
counsel to the Debtors, with the engagement led by Barbara B.
Parsons, Esq., Catherine Noel Steffes, Esq., and William E.
Steffes, Esq.  Jack M. Stolier, Esq., at Sullivan Stolier, LC, is
serving as the Debtors' special counsel.  The Debtors also tapped
Solic Capital Advisors, LLC, as their Financial Advisor; King,
Reinsch, Prosser & Co., L.L.P., as certified public accountants;
and TFG Consulting, LLC, as accountant and consultant.

Progressive Acute Care estimated assets and debts at $10 million to
$50 million at the time of the filing.

Henry Hobbs, Jr., acting U.S. Trustee for Region 5, on June 21,
2016, appointed three creditors to serve on the Committee.  The
Acting U.S. Trustee, on Dec. 20, has added two more members to the
Creditors' Committee.  Sills Cummis & Gross P.C., is serving as the
Committee's legal counsel, and Kean Miller LLP is co-counsel.


QUICKEN LOANS: Moody's Revises Outlook to Pos. & Affirms Ba2 CFR
----------------------------------------------------------------
Moody's Investors Service affirmed Quicken Loans Inc.'s Ba2
unsecured debt and corporate family ratings and changed the rating
outlook to positive from stable.

Issuer: Quicken Loans Inc.

-- Corporate Family Rating, Affirmed Ba2, Positive

-- Senior Unsecured Regular Bond/Debenture, Affirmed Ba2,
    Positive

Outlook Actions:

-- Outlook, Changed To Positive From Stable

RATINGS RATIONALE

The Ba2 ratings reflect Quicken's solid franchise in the US
mortgage market as the second-largest retail and third-largest
overall US mortgage originator and eighth-largest US mortgage
servicer. The ratings also reflect the company's strong
profitability with net income to average assets expected to be more
than 15% for the year ended 2016 and capital position with tangible
common equity to total assets expected to be more than 20% as of
year-end 2016. Offsetting these positives, Quicken has high
refinancing risk and modest financial flexibility owing to its
reliance on short-term secured repurchase facilities, to fund its
mortgage originations. The change in the rating outlook to positive
reflects Moody's expectations that Quicken will be able to maintain
its strong franchise position, profitability and capital level even
as aggregate US mortgage origination volumes decline and purchase
mortgages comprise a larger percentage of the market in connection
with rising interest rates.

Like most non-bank mortgage companies, Quicken relies on
confidence-sensitive, short-term secured funding facilities. As a
result, it faces ongoing debt refinancing risk from its reliance on
364-day repurchase facilities to fund loan originations. To reduce
its refinancing risk, the company recently extended the maturity of
one of its repurchase facilities to two years from one, a credit
positive. In addition, the company has a high reliance on secured
debt, which encumbers a significant percentage of its assets,
limiting its financial flexibility. Except for its mortgage
servicing rights (MSRs), Quicken has pledged virtually all of its
other financeable assets. However, the firm's liquidity is aided by
a number of factors, including the long maturity of its $1.25
billion unsecured corporate debt which matures in 2025, the high
ratio of unencumbered MSRs to its outstanding corporate debt, its
strong profitability and significant cash flow generation.

Quicken's ratings could be upgraded if its financial performance,
franchise position, and capital level prove resilient in a market
shifting toward a higher proportion of purchase mortgages and lower
proportion of refinance volumes. In particular, positive ratings
pressure would develop if, over the next 12 to 18 months, Quicken
maintains its a) strong profitability, b) franchise strength with
its origination market share remaining above 4.0%, and c) capital
position with its ratio of tangible common equity (TCE) to tangible
managed assets (TMA) remaining above 20%, even considering
potential costs to resolve the US DOJ lawsuit alleging that the
company improperly originated and underwrote FHA-insured
mortgages.

In addition, positive ratings pressure could develop if the company
improves its funding profile, such as by lengthening the maturities
of additional repurchase facilities or by reducing its secured debt
to gross tangible assets ratio to less than 50%.

The company's ratings could be downgraded if its financial profile
or franchise position weaken. Negative ratings pressure may develop
if Quicken's 1) market share falls below 3.0%, 2) profitability
weakens, 3) TCE to TMA ratio declines to less than 17.5% or 4)
percentage of non-GSE and non-government loan origination volumes
grow to more than 20% of its total originations without a
commensurate increase in alternative liquidity sources and capital
to address the risker liquidity and asset quality profile that such
an increase would entail.


QUORUM HEALTH: Moody's Cuts CFR to B3 on Delayed Financials Filing
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Quorum Health
Corporation, including the Corporate Family Rating to B3 from B2
and the Probability of Default Rating to B3-PD from B2-PD. Moody's
also downgraded the senior secured credit facility to B2 from B1
and the unsecured notes to Caa2 from Caa1. These ratings have been
placed on review for further downgrade. Moody's also lowered the
Speculative Grade Liquidity Rating to SGL-4 from SGL-3.

This rating action follows the company's announcement of its
unaudited 2016 financial results and its 2017 financial outlook.
Quorum also announced that it has delayed filing its 2016 annual
report with audited financial statements while it negotiates
covenant relief with its lenders.

The following ratings have been downgraded and placed on review for
further downgrade:

Quorum Health Corporation:

Corporate Family Rating to B3 from B2

Probability of Default Rating to B3-PD from B2-PD

Senior secured credit facilities to B2 (LGD3) from B1 (LGD 3)

Senior unsecured notes to Caa2 (LGD5) from Caa1 (LGD 5)

Ratings lowered:

Quorum Health Corporation:

Speculative Grade Liquidity Rating, to SGL-4 from SGL-3

The ratings downgrade reflects deterioration in Quorum's operating
performance and earnings, including declines in same-facility
adjusted admissions. Moody's believes that, given Quorum's weak
outlook and a number of operating headwinds, it is likely that
adjusted debt/EBITDA will remain very high over the next few years
and at levels inconsistent with its prior ratings.

The SGL downgrade reflects the company's weaker cash flow outlook
and uncertainty around the company's covenant compliance.

Moody's rating review will focus on Quorum's liquidity outlook,
including cash collections and its ability to successfully
renegotiate financial covenants with its lenders and file its
audited financial statements. In its review, Moody's will also
consider Quorum's ability to execute on its continued divestiture
and restructuring plans.

RATINGS RATIONALE

Quorum's B3 Corporate Family Rating (on review for downgrade)
reflects the company's very high financial leverage and limited
track record of free cash flow. The rating also reflects the risks
associated with establishing systems and operations as a
stand-alone entity while facing operational headwinds, including
declining volumes and adverse payor mix shifts. Quorum's ratings
also reflect the company's considerable scale and limited
competition in many of its markets.

Quorum Health Corporation is an operator and manager of hospitals
and outpatient services in non-urban areas of the US. As of
December 31, 2016, the company owned or leased 36 hospitals in 16
states. The company also manages, through its Quorum Health
Resources subsidiary, 93 non-affiliated hospitals. Quorum
recognized revenue of approximately $2.1 billion for the year ended
December 31, 2016.

The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.


QUORUM HEALTH: S&P Lowers CCR to 'B-' & Puts on CreditWatch Neg.
----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Quorum
Health Corp. to 'B-' from 'B' and placed the rating on CreditWatch
with negative implications.

At the same time, S&P lowered its issue-level ratings on Quorum's
secured debt to 'B-' from 'B' and S&P's issue-level rating on the
company's unsecured debt to 'CCC' from 'CCC+' to reflect the
lowered corporate credit rating.  S&P placed these ratings on
CreditWatch with negative implications.

The recovery rating on the secured debt remains '3', indicating
expectations for meaningful (50%-70%; rounded estimate: 60%)
recovery in the event of a default.  The recovery rating on the
unsecured debt remains '6', indicating expectations for negligible
(0%-10%; rounded estimate: 0%) recovery in a default.

"Our rating actions follow weak fourth-quarter operating results
and 2017 guidance that is below our prior expectations, reflecting
continuing declines in volumes, ongoing operating losses at
hospitals that Quorum hopes to divest, and higher corporate costs,"
said S&P Global Ratings credit analyst Shannan Murphy.  The company
was in compliance with its financial maintenance covenants at the
end of 2016.  However, based on current performance trends, the
company does not expect to be able to maintain compliance with its
leverage covenants in 2017, which is a prerequisite for a
going-concern opinion in its audit.  For these reasons, the company
is seeking an amendment to its senior secured credit facilities.

While Quorum is actively engaged in discussions to sell
underperforming hospitals, and closed two such transactions in
2016, S&P believes there is substantial risk to this strategy.
Moreover, S&P believes that operating performance at the facilities
the company intends to retain will suffer from weak utilization
trends, and the company continues to struggle with cost management
following the spinoff from former parent Community Health Systems
Inc.  As a result, S&P has revised its business risk assessment to
vulnerable from weak to reflect these challenges.  For this reason,
S&P sees some risk to its current expectation that Quorum can
sustainably generate about
$170 million per year of cash EBITDA, which S&P believes
approximates the company's fixed costs (primarily cash interest
payments and maintenance capital expenditures).

S&P intends to resolve our CreditWatch listing when further
information becomes available regarding the outcome of the
company's covenant negotiations.

S&P could lower the rating as the company moves closer to the end
of the grace period to file its financials, as this would suggest
to us that the risk of default is heightened.  S&P could also lower
the rating if it come to believe that the company's current capital
structure is unsustainable, and that it will be unable to support
its debt burden over the long term.

S&P could affirm the rating and assign a stable outlook if the
company is able to address its near-term covenant issues and
continue making progress in divesting money-losing hospitals. Under
this scenario, S&P would need to be confident that the company
could generate slightly positive free cash flow over time and
maintain access to backup liquidity.



RECOM INC: Wants to Use First Home Bank Cash Collateral
-------------------------------------------------------
Recom, Inc., seeks authority from the U.S. Bankruptcy Court for the
Northern District of Illinois to use the cash collateral of its
creditor, First Home Bank.

The Debtor requires the use of cash collateral to pay utilities,
salaries, wages, rent, credit card processing, and other operating
expenses, and to purchase new inventory.  The proposed Budget for
April 2017 reflects inventory purchases for $35,525, and total
expenses of approximately $64,095.

The Debtor submits that First Home Bank holds a lien on
substantially all of the Debtor's assets, which are limited to
personal property, including machinery & equipment, inventory, and
accounts receivable.  The balance due and owing to First Home Bank
is approximately $328,000.

The Debtor proposes to make an adequate protection payment of
$1,640 per month to First Home Bank.  This amount represents an
amount approximately equal to 6% interest, per annum, on the entire
amount of the First Home Bank claim.

In addition, the Debtor proposes to grant First Home Bank a
replacement lien on all newly-acquired assets of the type on which
First Home Bank currently holds a lien.

A full-text copy of the Debtor's Motion, dated March 23, 2017, is
available at https://is.gd/1AZcPZ

A copy of the Debtor's Budget is available at https://is.gd/7BmqpJ

                       About Recom, Inc.

Recom, Inc., is an Illinois corporation that operates a business
purchasing, repairing/refurbishing, and selling computers and
related equipment from its facility at 351 Remington Blvd.,
Bolingbrook, Illinois.

Recom, Inc., filed a Chapter 11 petition (Bankr. N.D. Ill. Case No.
17- 3733) on Feb. 9, 2017.  The petition was signed by Earl Miller,
CEO.

In its petition, the Debtor estimated $116,716 in assets and $1.02
million in liabilities.

The Hon. Donald R Cassling presides is the case judge.

David P. Lloyd, Esq., at David P. Lloyd, Ltd., is serving as
bankruptcy counsel to the Debtor.


REDBOX WORKSHOP: Has Interim Authority to Use Cash Collateral
-------------------------------------------------------------
Judge Carol A. Doyle of the U.S. Bankruptcy Court for the Northern
District of Illinois authorized RedBox Workshop, Ltd., to use cash
collateral on an interim basis during the period March 20, 2017
through May 5, 2017.

The Debtor is authorized to use cash collateral to cover the
expenditures necessary to avoid immediate and irreparable harm to
the Debtor's estate, to the extent set forth on the Budget attached
to the Motion.  

Cornerstone National Bank & Trust is granted adequate protection
for its purported secured interests in property of the Debtor as
follows:

     (1) The Debtor will permit Cornerstone National Bank to
inspect its books and records;

     (2) The Debtor will maintain and pay premiums for insurance to
cover all of its assets from fire, theft and water damage;

     (3) The Debtor will make available to Cornerstone National
Bank evidence of that which constitutes its collateral or
proceeds;

     (4) The Debtor will properly maintain its assets in good
repair and properly manage its business;

     (5) Cornerstone National Bank will be granted valid,
perfected, enforceable security interests in and to the Debtor's
postpetition assets, including all proceeds and products which are
now or hereafter become property of the estate to the extent and
priority of its alleged prepetition liens, but only to the extent
of any diminution in the value of such assets during the period
from the commencement of the Debtor's Chapter 11 case.

A final hearing on the Motion has been scheduled for April 27,
2017, at 10:30 a.m.

A full-text copy of the Interim Order, dated March 24, 2017, is
available at https://is.gd/SDd8Ug

                 About RedBox Workshop, Ltd.

Based in Chicago, RedBox Workshop, Ltd. --
http://www.Redboxworkshop.com/-- is a full-service studio offering
design, fabrication, project management and printing services.  The
Company is equally owned by Anthony C. LaBrosse and Pamela L.
Parker.  The Company's principal office is located at 3121 N.
Rockwell Street, Chicago, Illinois.

RedBox Workshop filed a Chapter 11 petition (Bankr. N.D. Ill. Case
No. 17-08627) on March 20, 2017.  The petition was signed by Pamela
L. Parker, President.  The case is assigned to Judge Carol A.
Doyle.  Jeffrey C. Dan, Esq., at Crane, Heyman, Simon, Welch &
Clar, is serving as bankruptcy counsel.  At the time of filing, the
Debtor estimated assets and liabilities between $1 million and $10
million.


REES ASSOCIATES: Committee Taps Province as Financial Advisor
-------------------------------------------------------------
The official committee of unsecured creditors of Rees Associates,
Inc. seeks approval from the U.S. Bankruptcy Court for the Southern
District of Iowa to hire a financial advisor.

The committee proposes to hire Province Inc. to give legal advice
regarding the Debtor's Chapter 11 case, assist in its negotiations
with the Debtor, monitor any sale process, assist in the
formulation of its own plan, and provide other legal services.

The hourly rates charged by the firm are:

     Principal                      $660 - $700
     Director/Managing Director     $470 - $620
     Associate/Senior Associate     $330 - $460
     Analyst/Senior Analyst         $250 - $320
     Paraprofessional                      $100

Peter Kravitz, principal of Province, disclosed in a court filing
that his firm conducted a conflict check and did not encounter any
creditor of the Debtor which has a conflict with the firm.

The firm can be reached through:

     Peter Kravitz
     Province Inc.
     2360 Corporate Circle, Suite 330
     Henderson, NV 89074
     Tel: 702-685-5555
     Fax: 702-685-5556

                   About Rees Associates Inc.

Based in Des Moines, Iowa, Rees Associates, Inc. sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S. D. Iowa Case No.
17-00273) on February 27, 2017. The petition was signed by Stephen
D. Lundstrom, president.  At the time of the filing, the Debtor
disclosed $6.43 million in assets and $3.58 million in
liabilities.

The Debtor is represented by Jeffrey D. Goetz, Esq., at Bradshaw
Fowler Proctor & Fairgrave P.C.  

On March 13, 2017, the U.S. Trustee for Region 12 appointed an
official committee of unsecured creditors.  The committee hired
Shaw Fishman Glantz & Towbin LLC as bankruptcy counsel, and
Dickinson Mackaman Tyler & Hagen, P.C., as Iowa counsel.


REPUBLIC AIRWAYS: Asks Court to Extend Plan Filing Through May 31
-----------------------------------------------------------------
Republic Airways Holdings, Inc., et al., filed a third motion
asking the U.S. Bankruptcy Court for the Southern District Of New
York to further extend the exclusive periods during which they may
file a plan and solicit acceptances to the plan through May 31,
2017, and August 1, 2017, respectively.

The Debtors request the extensions out of an abundance of caution
to ensure that they have an opportunity to confirm and consummate
their Plan, or if need be, file a new or amended plan, before the
Exclusive Periods expire.

The Debtors contend that the size and complexity of their chapter
11 cases support a finding of "cause" to extend the exclusive
periods. They assert that the chapter 11 cases are large and
complex, which involve multiple debtors with more than $3.1 billion
in consolidated assets, thousands of employees, customers, vendors,
and contract counterparties, and operations in 36 states, Canada,
Mexico, the Caribbean, and Central and South America.  The Debtors
submit that, in light of these facts and that these cases have been
pending for only one year, the size, complexity, and duration
factors weigh in favor of extending the exclusive periods.

Courts considering an extension of exclusivity also may assess a
debtor's liquidity and solvency. The Debtors contend that that they
have sufficient liquidity, including access to debtor-in-possession
financing. As of Feb. 28, 2017, the Debtors had unencumbered cash
and cash equivalents in the approximate aggregate amount of $196.9
million.  The Debtors are paying administrative expenses as they
become due and will continue to do so.

The hearing to consider the motion will be held at 11:00 a.m.
(Eastern Time) on April 13, 2017, before the Honorable Sean H.
Lane, U.S. Bankruptcy Judge, U.S. Bankruptcy Court for the Southern
District of New York, One Bowling Green, New York, New York 10004.

                About Republic Airways

Based in Indianapolis, Indiana, Republic Airways Holdings Inc.,
(OTCMKTS:RJETQ) owns Republic Airline and Shuttle America
Corporation. Republic Airline and Shuttle America --
http://www.rjet.com/-- offer approximately 1,000 flights daily to

105 cities in 38 states, Canada, the Caribbean and the Bahamas
through Republic's fixed-fee codeshare agreements under major
airline partner brands of American Eagle, Delta Connection and
United Express.

Republic Airways Holdings Inc. and six affiliated debtors each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
16-10429) on Feb. 25, 2016. The petitions were signed by Joseph P.
Allman as senior vice president and chief financial officer. Judge
Sean H. Lane has been assigned the cases.

As of Jan. 31, 2016, on a consolidated basis, Republic had assets
and liabilities of $3,561,000,000 and $2,971,000,000 (unaudited),
respectively.

Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are
serving as Republic's legal advisors in the restructuring. Seabury
Group LLC is serving as financial advisor. Deloitte & Touche LLP
is
the independent auditor. Prime Clerk is the claims and noticing
agent.

The U.S. Trustee for Region 2 appointed seven creditors of
Republic
Airways Holdings Inc. to serve on the official committee of
unsecured creditors. The Committee retained Morrison & Foerster
LLP
as attorneys and Imperial Capital, LLC, as investment banker and
co-financial advisor.

                       *     *     *

The Debtors filed a Plan under which unsecured creditors will
either receive a distribution of 45% in cash or 41%-48% new common
stock under the plan.

The Debtors believe that they will have sufficient cash resources
to make the payments required pursuant to the plan, repay and
service debt obligations, and maintain operations on a
going-forward basis.

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

        http://bankrupt.com/misc/nysb16-10429-1312.pdf


REVOLVE SOLAR: Moore Buying Property for $30K
---------------------------------------------
Revolve Solar (CA) Inc., and Revolve Solar (TX) Inc. ask the U.S.
Bankruptcy Court for the Western District of Texas to authorize the
sale of property to C. Fred Moore for $30,000.

The Property consists of URLs, customer list, phone numbers, back
office software/Google applications, IP/trademarks or licenses,
contracts, marketing/training materials, work in progress,
vehicles, office furnishings and equipment, computers and
administrative claims.

The Buyer is a creditor of the Debtors and has been an investor in
the companies for many years.

The sale will be free and clear of all liens, claims and
encumbrances, and such liens, claims and encumbrances will attach
to the sale proceeds.  The sale proceeds will be held in trust by
counsel for the Debtors pending an order of distribution approved
by the Court.

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

      http://bankrupt.com/misc/Revolve_SolarCA_157_Sales.pdf

The Debtors have adequately marketed the property.  Considering the
present market, and condition of the Property, the Debtors assert
the proposed sale price is fair and reasonable.  The Debtors aver
that delay may result in loss of the buyer, or further reduction in
value received.  Delay, they add, will result in additional ongoing
expenses to the Debtors and their estates.  In exercise of their
business judgment, the Debtors assert that the proposed sale is in
the best interest of the estates.

The Debtors ask that the 14-day period following the entry of an
Order allowing the sale be waived.

The Purchaser can be reached at:

          C. Fred Moore
          4003 Greenmountain Lane
          Austin, TX 78759-7565
          Telephone: (512) 697-8251
          E-mail: moorecf@gmail.com

                       About Revolve Solar

Revolve Solar, Inc. aka Revolve Solar LLC, Revolve Solar (TX)
Inc.,
and Revolve Solar (CA) Inc. filed chapter 11 petitions (Bankr.
W.D. Tex. Case Nos. 16-10896, 16-10897, and 16-10899) on July 31,
2016.  The petitions were signed by Tim Padden, president.  The
Debtors are represented by Joyce W. Lindauer, Esq., at Joyce W.
Lindauer Attorney, PLLC.  Revolve Solar, Inc. and Revolve Solar
(TX) Inc.'s cases are assigned to Judge Tony M. Davis, while
Revolve Solar (CA) Inc.'s case is assigned to Judge Christopher B.
Mott.  The Debtors each estimated assets and liabilities at $1
million to $10 million at the time of the filing.


REVOLVE SOLAR: Moore Buying Property for $30K
---------------------------------------------
Revolve Solar (TX) Inc., and Revolve Solar (CA) Inc. ask the U.S.
Bankruptcy Court for the Western District of Texas to authorize the
sale of property to C. Fred Moore for $30,000.

The Property consists of URLs, customer list, phone numbers, back
office software/Google applications, IP/trademarks or licenses,
contracts, marketing/training materials, work in progress,
vehicles, office furnishings and equipment, computers and
administrative claims.

The Buyer is a creditor of the Debtors and has been an investor in
the companies for many years.

The sale will be free and clear of all liens, claims and
encumbrances, and such liens, claims and encumbrances will attach
to the sale proceeds.  The sale proceeds will be held in trust by
counsel for the Debtors pending an order of distribution approved
by the Court.

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

      http://bankrupt.com/misc/Revolve_SolarCA_157_Sales.pdf

The Debtors have adequately marketed the property.  Considering the
present market, and condition of the Property, the Debtors assert
the proposed sale price is fair and reasonable.  Delay may result
in loss of the buyer, or further reduction in value received.
Delay will result in additional ongoing expenses to the Debtors and
their estates.  In exercise of their business judgment, the Debtors
assert that the proposed sale is in the best interest of the
estates.  Accordingly, the Debtors ask the Court to approve the
relief sought.

The Debtors ask that the 14-day period following the entry of an
Order allowing the sale be waived.

The Purchaser can be reached at:

          C. Fred Moore
          4003 Greenmountain Lane
          Austin, TX 78759-7565
          Telephone: (512) 697-8251
          E-mail: moorecf@gmail.com

                      About Revolve Solar

Revolve Solar, Inc. a/k/a Revolve Solar LLC, Revolve Solar (TX)
Inc.,
and Revolve Solar (CA) Inc. filed chapter 11 petitions (Bankr.
W.D. Tex. Case Nos. 16-10896, 16-10897, and 16-10899) on July 31,
2016.  The petitions were signed by Tim Padden, president.  The
Debtors are represented by Joyce W. Lindauer, Esq., at Joyce W.
Lindauer Attorney, PLLC.  Revolve Solar, Inc. and Revolve Solar
(TX) Inc.'s cases are assigned to Judge Tony M. Davis, while
Revolve Solar (CA) Inc.'s case is assigned to Judge Christopher B.
Mott.  The Debtors each estimated assets and liabilities at $1
million to $10 million at the time of the filing.


RIDGE VILLAS: Hearing on Plan, Disclosures Set for April 25
-----------------------------------------------------------
The Hon. Brenda K. Martin of the U.S. Bankruptcy Court for the
District of Arizona has scheduled a hearing for April 25, 2017, at
1:30 p.m. to consider the approval of Ridge Villas Mgmt, LLC's
disclosure statement filed on Dec. 30, 2016, as supplemented on
March 28, 2017, and the confirmation of the Debtor's Chapter 11
plan.

Objections to the Disclosure Statement and the Plan must be filed
no less than seven days prior to the hearing.

As reported by the Troubled Company Reporter on Jan. 11, 2017, the
Debtor filed with the Court the Disclosure Statement explaining its
Plan.  Class 7 consists of the secured claim of Indian Creek
Investors L.L.C., which holds a third lien, junior to the lien of
Classes VI and VIII, on Unit 114, to secure a note in the amount of
$12,500.  Under the Plan, the note will be paid from the proceeds
of sale of Unit 114, to the extent proceeds remain after retirement
of the liens of Classes VI and VII on this Unit.

                     About Ridge Villas Mgmt

Ridge Villas Mgmt LLC owns 9 condominium units in a residential
project in Prescott, Arizona, known as Villas at the Ridge.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz. Case No. 16-14209) on Dec. 16, 2016.  The
petition was signed by Lynn Myers, president.  

The case is assigned to Judge Brenda K. Martin.

At the time of the filing, the Debtor disclosed $685,550 in total
assets and $2.65 million in liabilities.


ROBERT KATZ: John Safri Buying Encino Property for $1.3M
--------------------------------------------------------
Robert Katz asks the U.S. Bankruptcy Court for the Central District
of California to authorize the overbid procedures in connection
with the sale of real property commonly known as 16846 Severo
Place, Encino, California to John Safri Family Trust dated Nov. 11,
2010 or its nominee for $1,250,000, subject to overbid.

A hearing on the Motion is set for April 25, 2017 at 1:30 p.m.

The Debtor has entered into Purchase Sale Agreement with the Buyer
for the Property.  

The essential terms of the proposed purchase are:

          a. Purchaser: John Safri Family Trust dated Nov. 11, 2010
or its nominee

          b. Purchase Price: $1,250,000

          c. Condition of Property: The Property purchased "as-is"
without any representations or warranties of any kind

          d. Broker's Commissions: 5%

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

           http://bankrupt.com/misc/Robert_Katz_89_Sales.pdf

The proposed sale is subject to higher and better bid.  The Debtor
will seek Court approval of these overbid procedure:

          a. any person interested in submitting an overbid on the
property must attend the hearing on the Motion or be represented by
an individual with authority to participate in the overbid
process;

          b. an overbid will be defined as an initial overbid of
$1,000 above the Purchase Price, with each additional bid in $1,000
increments;

          c. over bidders (except for the Purchaser) must deliver a
deposit to the Debtor's counsel, Stephen L. Burton, by way of
cashier's check made payable to Robert Katz, Debtor-in-Possession,
in the amount of $50,000 ("Deposit") by 4:00 p.m. on April l8,
2017;

          d. over bidders must purchase the Property on the same
terms and conditions as the Purchaser;

          e. the deposit of the successful over bidder will be
forfeited if such party is thereafter unable to complete the
purchase of the Property within 30 days of entry of final order
confirming the sale; and

          f. in the event the successful over bidder cannot timely
complete the purchase of the Property, the Debtor will be
authorized to proceed with the sale to the next highest over
bidder.

The Trustee will also request that Broker's commissions of 5% of
the gross sale price be allowed and paid directly from escrow.
Escrow would also be authorized to pay the normal and customary
settle fees (title and escrow) per the estimated closing
statement.

The Debtor has determined that the sale of the Property under the
terms and conditions set forth in the Motion is supported by sound
business reasons and is in the best interest of the estate.  Based
upon the current real estate market and other sale transactions in
the area, the Debtor believes that the sale price represents the
fair market value of the Property.  Further, the sale of the
Property is anticipated to generate approximately $503,219 before
the Debtor's $175,000 homestead as reflected in the HUD-1.

With regard to the Chesterton Capital, LLC lien held against the
Property, the Debtor will ask an order authorizing him to sell the
property free and clear of such lien as the total pay off of the
lien exceeds the funds that will be available to pay the lien in
full and the lien impairs the Debtor's homestead exemption.  If an
agreement cannot be reached prior to the time of closing concerning
partial payment of the Chesterton lien and full payment of the
homestead, escrow will be authorized to pay that portion of the
Chesterton lien which does not impair the Debtor homestead amount
of $175,000.

The Property will not be sold free and clear on the One United Bank
(First Mortgage) or Poly Comp (Second mortgage).  The sale will be
with reservation, that is to say that a pay-off of those liens will
not constitute a waiver, by the Debtor, of his right to later
dispute the amounts in their demand and/or any other claims the
Debtor may have.

It is contemplated the Debtor will move to dismiss the case shortly
after close of escrow.

The Debtor asks the Court to approve the relief sought.

The Purchaser can be reached at:

          JOHN SAFRI FAMILY TRUST
          16921 Encino Hills
          Encino, CA 91436

Counsel for the Debtor:

          Stephen L. Burton
          LAW OFFICES OF STEPHEN L. BURTON
          16133 Ventura Blvd., 7th Floor
          Encino, CA 91436
          Telephone: (818) 501-5055
          Facsimile: (8180 501-5849


ROBERT LAMPE: Farmers Bank Buying Hamilton Properties for $1.3M
---------------------------------------------------------------
Robert Thomas Lampe, Mariah Farm, Inc., and Whirlwind Farms, Inc.,
ask the U.S. Bankruptcy Court for the District of Kansas to
authorize the private sale of Lampe Real Estate and Whirlwind Real
Estate to Farmers Bank of Osborne, Kansas, for $1,260,000.

At the time of the filing of Debtor Lampe's case, he was the owner
of the Lampe Real Estate: The North Half and the Southwest Quarter
of Section 6, 26 South, Range 39 West of the Sixth Principal
Meridian, Hamilton County, Kansas; and, The Southeast Quarter of
Section 13, Township 26 South, Range 41 West of the Sixth Principal
Meridian, Hamilton County, Kansas.

At the time of the filing of Debtor Whirlwind's case, it was the
owner of the Whirlwind Real Estate: All of Section 7, Township 26
South, Range 40 West of the Sixth Principal Meridian, Hamilton
County, Kansas; and, Lot 5 and the East Half of the Southwest
Quarter of Section 6, Township 26 South, Range 40 West of the Sixth
Principal v Meridian, Hamilton County, Kansas.

On June 9, 2016, the Court ordered the joint administration of the
cases for procedural purposes only.

On Nov. 29, 2016, the Debtors filed the First Amended Combined
Chapter 11 Plan of Reorganization Dated Nov. 29, 2016, and the
First Amended Combined Disclosure Statement dated November 29,
2016.  No plan has been confirmed in their cases.

Debtors Lampe and Whirlwind have come to the decision that they
should sell the Lampe Real Estate and the Whirlwind Real Estate
under the terms and conditions of the Sale Contract which will
reduce the amount of indebtedness which Lampe, Mariah, and
Whirlwind must reorganize in their cases.

Subject to the approval of the Court, Debtors Lampe and Whirlwind,
and The Farmers Bank of Osborne, Kansas, a creditor of the three
Debtors, and each of them, have entered into the Sales Contract
which contains all of the terms and conditions of the proposed
private sale of the Lampe Real Estate and the Whirlwind Real
Estate.

The Sales Contract specifically provides that the Sales Contract
and the sale and purchase evidenced thereby shall be subject to the
final approval of the Bankruptcy Court which, under the joint
administration of their cases, ordered by the Bankruptcy Court,
will be evidenced by the Court's Order entered in Debtor Lampe's
case, before it will become finally binding.

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

        http://bankrupt.com/misc/Robert_Lampe_203_Sales.pdf

The abstract company and the closing agent for the sale of the
Lampe Real Estate and the Whirlwind Real Estate under the Sales
Contract is Frazee Abstract & Title, Inc.  Based upon the proofs of
claim filed in the Debtors' cases, the First Amended Plan, and, the
commitments for title insurance, it appears that the only creditors
or interested parties which hold or may claim any security
interests, mortgages, liens, encumbrances, and adverse interests
whatsoever in, to, or upon any or all of the Lampe Real Estate
which are not excepted from the transfer requirements set forth in
the Sale Contract are:

          a. Hamilton County Treasurer ("HCT"), PO Box 1167,
Syracuse, Kansas, holds first and prior liens in the Lampe Real
Estate securing the claims of HCT for any and all real estate taxes
and assessments for the year of 2016 and 2017.  Under the Motion
and under the Sales Contact, Debtor Lampe intends that such unpaid
real estate taxes and assessments for the year of 2016 are to be
paid as part of the Closing Costs under the Motion and he intends
that such real estate taxes and assessments for the year of 2017
which have not yet been levied, assessed, or paid are to be
prorated between him and Farmers Bank, as of the Closing Date
specified in the Sales Contract and paid as part of the Closing
Costs under the Motion.

          b. Farmers Bank holds liens in the Lampe Real Estate as
follows:

                   (i) A mortgage dated Dec. 11, 2015, from Debtor
Lampe, a single person, and Debtor Whirlwind in favor of Farmers
Bank filed in the Office of the Register of Deeds, Hamilton County,
Kansas, recorded on Dec. 18, 2015, at 10:02 a.m. in Book 176 at
Page 9 in the amount of $500,000;

                   (ii) A mortgage dated Dec. 11, 2015, from Debtor
Lampe, a single person, in favor of Farmers Bank filed in the
Office of the Register of Deeds,
Hamilton County, Kansas, recorded on Dec. 18, 2015, at 10:00 a.m.
in Book 176 at Page 8 in the amount of $1,408,250; and

                  (iii) A mortgage dated July 22, 2011, from Debtor
Lampe, a single person, and Debtor Whirlwind in favor of Farmers
Bank filed in the Office of the Register of Deeds, Hamilton County,
Kansas, recorded on July 29, 2011, at 1:00 p.m. in Book 156 at Page
133 in the amount of $1,362,000.

Under the Sales Contact, Debtor Lampe intends that all of the Net
Proceeds arising from the sale of the Lampe Real Estate will be
applied to the obligations secured by the foregoing mortgages in
favor of Farmers Bank and that the sale of the Lampe Real Estate to
Farmers Bank will be free and clear of all of the foregoing
mortgages in favor of Farmers Bank.

          c. Kuhn Harvesting, L.L.C., 1993 Road 130, Lakin, Kansas
67860, filed these liens:

                   (i) A Lien Statement for Harvesting and
Threshing Pursuant to K.S.A. 58-203 et seq., dated Nov. 15, 2016,
against Debtors Lampe and Mariah in favor of Kuhn Harvesting filed
and recorded in the Office of the Register of Deeds, Hamilton
County, Kansas, on Nov. 15, 2016, at 10:30 a.m. in UCC Book #16 at
Page 16 LN in the amount of $55,956 for the harvesting of
milo/sorghum which has been paid in full by the Debtors; and

                  (ii) A Lien Statement for Harvesting and
Threshing Pursuant to K.S.A. 58-203 et seq., dated Nov. 15, 2016,
against Lampe in favor of Kuhn Harvesting filed and recorded in the
Office of the Register of Deeds, Hamilton County, Kansas, on Nov.
15, 2016, at 10:37 a.m. in UCC Book #16 at Page 17 LN in the amount
of $4,175 for the harvesting of milo/sorghum which has been paid in
full by Debtor Lampe.

Under the Motion and under the Sales Contact, Debtor Lampe intends
that none of the Net Proceeds arising from the sale of the Lampe
Real Estate will be applied to the foregoing harvesting/threshing
liens in favor of Kuhn Harvesting because the obligations arising
thereunder have been paid in full and that the sale of the Lampe
Real Estate to Farmers Bank will be free and clear of all of the
harvesting/threshing liens in favor of Kuhn Harvesting.

It appears that the only creditors or interested parties which hold
or may claim any security interests, mortgages, liens,
encumbrances, and adverse interests whatsoever in, to, or upon any
or all of the Whirlwind Real Estate which are not excepted from the
transfer requirements set forth in the Sale Contract are:

          a. HCT holds first and prior liens in the Whirlwind Real
Estate securing the claims of HCT for any and all real estate taxes
and assessments for the year of 2016 and 2017.  Under the Motion
and under the Sales Contact, Debtor Whirlwind intends that such
unpaid real estate taxes and assessments for the year of 2016 are
to be paid as part of the Closing Costs under the Motion and the
Debtor intends that such real estate taxes and assessments for the
year of 2017 which have not yet been levied, assessed, or paid are
to be prorated between the Debtor and Farmers Bank, as of the
Closing Date specified in the Sales Contract and paid as part of
the Closing Costs.

          b. Farmers Bank holds liens in the Whirlwind Real Estate
as follows:

                    (i) A mortgage dated Dec. 11, 2015, from
Debtors Lampe and Whirlwind in favor of Farmers Bank filed in the
Office of the Register of Deeds, Hamilton County, Kansas, recorded
on Dec. 18, 2015, at 10:02 AM in Book 176 at Page 9 in the amount
of $500,000;

                    (ii) A mortgage dated Dec. 11, 2015, from
Debtor Lampe in favor of Farmers Bank filed in the Office of the
Register of Deeds, Hamilton County, Kansas, recorded on Dec. 18,
2015, at 10:00 a.m. Book 176 at Page 8 in the amount of $1,408,250;
and

                    (iii) A mortgage dated July 22, 2011, from
Debtors Lampe and Whirlwind in favor of Farmers Bank filed in the
Office of the Register of Deeds, Hamilton County, Kansas, recorded
on July 29, 2011, at 1:00 p.m. in Book 156 at Page 133 in the
amount of $1,362,000.

Under the Motion and under the Sales Contact, Debtor Whirlwind
intends that all of the Net Proceeds arising from the sale of the
Whirlwind Real Estate will be applied to the obligations secured by
the foregoing mortgages in favor of Farmers Bank and the sale of
the Whirlwind Real Estate to Farmers Bank will be free and clear of
all of the foregoing mortgages in favor of Farmers Bank.

Debtors Lampe and Whirlwind are aware of no other creditors or
interested parties which hold or may claim any security interests,
mortgages, liens, encumbrances, and adverse interests whatsoever
in, to, or upon any or all of the Lampe Real Estate and/or the
Whirlwind Real Estate which are not excepted from the transfer
requirements set forth in the Sale Contract.

The closing of the sale described will be handled in this manner:

          a. The sale of the Lampe Real Estate and of the Whirlwind
Real Estate to Farmers Bank must be free and clear of all security
interests, mortgages, liens, encumbrances, and adverse interests
whatsoever;

          b. All Closing Costs will be paid to the Closing Agent by
Farmers Bank as part of the total purchase price under the Sale
Contract;

          c. All of the Closing Costs for which Lampe and
Whirlwind, or either of them are responsible under the Sale
Contract will be deducted from the total purchase price under the
Sale Contract and treated as part of the Selling Debtors' Closing
Costs under the Sale Contract; and,

          d. All of the Net Proceeds arising from the sale of the
Lampe Real Estate and from the sale of the Whirlwind Real Estate
will be applied or credited by Farmers Bank to the obligations
secured by the mortgages in favor of Farmers Bank, and the sales of
the Lampe Real Estate and of the Whirlwind Real Estate to Farmers
Bank will be free and clear of all of such mortgages in favor of
Farmers Bank.

The Closing Agent for such private sale will give to the Selling
Debtors, Farmers Bank, and the United States Trustee a full
accounting of the gross proceeds arising from the private sale of
the Lampe Real Estate and the Whirlwind Real Estate, and of all
Closing Costs paid therefrom as soon as is reasonably possible
after the closing of such private sale has been completed.

Debtors Lampe and Whirlwind respectfully ask the Court to approve
the relief sought.

The Purchaser can be reached at:

THE FARMERS BANK OF OSBORNE, KANSAS
102 W. Main Street
Osborne, KS 67473

                    About Robert Thomas Lampe

Robert Thomas Lampe is the sole officer, director, and stockholder
of Mariah Farms Inc. and Whirlwind Farms Inc., which produce crops
and livestock near Kendall, Kansas.

Robert Thomas Lampe and his companies sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case Nos.
16-10621 to 16-10623) on April 12, 2016.   On June 9, 2016, the
court ordered the joint administration of the cases.   

At the time of the filing, both companies estimated their assets
and liabilities at $1 million to $10 million.  

A three-member committee of unsecured creditors was appointed on
October 25, 2016.


ROBERT LAMPE: Wagner Buying Caterpillar Tractor for $35K
--------------------------------------------------------
Whirlwind Farms, Inc., Mariah Farms, Inc., and Robert Thomas Lampe,
ask the U.S. Bankruptcy Court for the District of Kansas to
authorize the sale of Caterpillar 85 C Challenger Tractor, Serial
No. 9TK00348 to Jared C. Wagner for $35,000.

At the time of the filing of Case, Debtor Whirlwind was the owner
of the Tractor.

At the time of the filing of each of the Debtors' bankruptcy cases,
(i) Lampe owned all of the issued and outstanding stock of Mariah;
and (ii) Lampe also owned all of the issued and outstanding stock
of Whirlwind.

On June 9, 2016, the Court ordered the joint administration of the
cases for procedural purposes only.

On Nov. 29, 2016, the Debtors filed the First Amended Combined
Chapter 11 Plan of Reorganization Dated Nov. 29, 2016, and the
First Amended Combined Disclosure Statement dated November 29,
2016.  No plan has been confirmed in their cases.

Whirlwind has come to the decision that it should sell the Tractor
under the terms and conditions of the Sale Contract because it will
reduce the amount of indebtedness which the Debtors must reorganize
in their cases.

The Sales Contract specifically provides that the Sales Contract
and the sale and purchase evidenced thereby will be subject to the
final approval of the Court which, under the joint administration
of their cases ordered by the Court, will be evidenced by the
Court's order entered in Lampe's case, before it will become
finally binding.  Pursuant to the Sale Contract, the sale of the
Tractor must be free and clear of all security interests,
mortgages, liens, encumbrances, and/or adverse interests
whatsoever.

Based upon the proofs of claim filed in their cases, the First
Amended Plan, and other information available to Whirlwind, the
only creditor or interested party which holds or may claim any
security interests, mortgages, liens, encumbrances, and/or adverse
interests whatsoever in, to, or upon the Tractor is The Farmers
Bank of Osborne.  Whirlwind is aware of no other creditors,
interested parties, or persons who hold or may claim any security
interests, mortgages, liens, encumbrances, and/or adverse interests
whatsoever in, to, or upon the Tractor.

Without the need to obtain any further order from the Court, the
proceeds arising from the sale of the Tractor will be immediately
paid to Farmers Bank.

The Debtors ask the Court to enter an Order (i) authorizing and
approving the sale by Whirlwind of the Tractor under the terms and
conditions set forth in the Sale Contract, free and clear of all
security interests, mortgages, liens, encumbrances, and adverse
interests whatsoever and otherwise in accordance with the terms and
conditions set forth in the Sale Contract; (ii) authorizing and
approving the adequate protection and disbursement of the proceeds
arising from the sale of the Tractor as set forth; and (iii)
waiving the stay provided for by Fed. R. Bankr. P. 6004(h) so that
the sale of the Tractor can close as soon as possible after the
Court enters the order in Lampe's case.

The Purchaser can be reached at:

          Jared C. Wagner
          P.O. Box 124
          Coolidge, KS 67836

                    About Robert Thomas Lampe

Robert Thomas Lampe is the sole officer, director, and stockholder
of Mariah Farms Inc. and Whirlwind Farms Inc., which produce crops
and livestock near Kendall, Kansas.

Robert Thomas Lampe and his companies sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case Nos.
16-10621 to 16-10623) on April 12, 2016.   On June 9, 2016, the
court ordered the joint administration of the cases.   

At the time of the filing, both companies estimated their assets
and liabilities at $1 million to $10 million.  

A three-member committee of unsecured creditors was appointed on
October 25, 2016.



ROJO ONE: Steve Simon Buying All Assets for $120K
-------------------------------------------------
Rojo Five, LLC, asks the U.S. Bankruptcy Court for the Eastern
District of Michigan to authorize the private sale of substantially
all assets to an entiry to formed, managed by Mr. Steve Simon for
$120,000.

An Order has been entered in the case directing the procedural
consolidation and joint administration of the chapter 11 cases of
Rojo One, LLC; Rojo Two, LLC; Rojo Four, LLC; Rojo Five, LLC; and
Rojo Six, LLC (Case No. 16-54348-mlo).

On Oct. 20, 2016, the Debtors filed a voluntary petition for relief
under chapter 11 of the Bankruptcy Code.  The Debtors' principal
places of business assets are located in Rochester, Michigan; Novi,
Michigan; Sterling Heights, Michigan; and Birmingham, Michigan.

Debtor Rojo One conducts business out of Novi, Michigan as Duel
Novi and operates as a dueling piano bar.  Debtor Rojo Two conducts
business out of Rochester, Michigan as Rojo Mexican Bistro and
operates as a restaurant.  Debtor Rojo Four conducts business out
of Sterling Heights, Michigan as Rojo Mexican Bistro and operates
as a restaurant.  Debtor Rojo Five conducts business out of
Birmingham, Michigan as Rojo Mexican Bistro and Sidecar Slider Bar
and operates as 2 restaurants.  Debtor Rojo Six conducts business
out of Novi, Michigan as Rojo Mexican Bistro and Michigan Beer
Company and operates as 2 restaurants.

Since July 2016, Thomas Hospitality Group was engaged by the Rojo
ownership to market the 5 existing restaurants.  Thomas Hospitality
specializes in restaurants, bars and nightclubs, and its employees
are specifically experienced in this industry and have personal
contacts with many of the key players in the hospitality industry.
Thomas Hospitality Group performed a valuation report of the
Debtor.

The Debtor entered into Term Sheet dated March 5, 2017 with the
Purchaser for the purchase of the Assets.  The purchase price for
the said Assets is $120,000.  The purchase price is subject to
increase or decrease on account of certain prorations and
adjustments customarily prorated between a purchaser and a seller
of similar assets.  Except for certain cost to be paid by the
Purchaser pursuant to the Agreement certain other costs to be paid
by the Purchaser, the Agreement requires that the Debtor deliver
the Property to the Purchaser free and clear of all liens, claims,
interests and encumbrances.

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

          http://bankrupt.com/misc/Rojo_One_147_Sales.pdf

American Blue Ribbon Holdings, LLC is the landlord for Rojo Five.
On Nov. 11, 2016, American Blue Ribbon Holdings filed a proof of
claim in the amount of $92,482 relating to obligations under a
sublease (including rent, property taxes, trash, late fees and
attorney fees) for property located at 250 East Merrill Street,
Birmingham, Michigan.  The Debtor has also incurred post-petition
lease obligations.  The Debtor entered into a Sublease Agreement
with American Blue Ribbon Holdings, LLC dated Aug. 13, 2013.

On Feb. 1, 2017, the Debtor filed a Motion for Order Authorizing
the Sale of Substantially All of the Assets of the Debtor Free and
Clear of All Liens, Claims, Interests and Encumbrances on behalf of
Rojo Five.  Subsequent to the filing of the Motion, the parties
finalized negotiating terms of a new sublease with landlord. Upon
conclusion of same, the instant Amended Motion was filed.  The
Debtor will be concurrently filing a Motion to Reject Unexpired
Lease of Real Property.

Subject to Court approval, American Blue Ribbon Holdings has
agreed, inter alia, to these:

          a. $70,000 paid to American Blue Ribbon Holdings at lease
assignment with funds to be held in escrow;

          b. $50,0000 paid to American Blue Ribbon Holdings in
weekly installments of $962 over the next 12 months with payments
to commence upon execution of a new sublease between the parties;
and

          c. Balance of the lease paid in weekly installments over
the remainder of the term of the lease (including property taxes
and trash).

          d. Upon rejection of Sublease, the Option described in
Section 4(ii) of the Liquor License Agreement will be deemed to
have occurred.

The consummation of the proposed sale to the Purchaser is
conditioned, among other things set forth the entry of a Sale Order
approving the sale by the Court; assignment of the existing lease
to the Purchaser.

The Debtor has concluded, in its business judgment, that the sale
of the assets to the Purchaser will result in the highest and best
value for the assets, and that the sale of the assets is in the
best interests of the Debtor, the Debtor's estate, and its
creditors.  Accordingly, the Debtor asks the Court to approve the
relief sought.

The Debtor asks that Court waives the 14-day stay provision of
Federal Rule of Bankruptcy Procedure 6004(g).

                   About Rojo One, LLC

Rojo One, LLC and its four affiliates filed Chapter 11 petitions
(Bankr. E.D. Mich. Lead Case No. 16-54348) on Oct. 20, 2016.  The
petitions were signed by Daniel R. Linnen, sole member.  The
Debtors are represented by Aaron J. Scheinfield, Esq., at
Goldstein Bershad & Fried PC.

The Debtors' cases were procedurally consolidated and are jointly
administered.  The cases are assigned to Judge Maria L. Oxholm.

The Debtors each estimated assets at $0 to $50,000.  All the
Debtors, except for Rojo Five, estimated liabilities at $500,000
to $1 million.  Rojo Five estimated its liabilities at $1 million
to $10 million.


SAVANNA ENERGY: DBRS Puts B Issuer Rating Under Review
------------------------------------------------------
DBRS Limited placed the following ratings of Savanna Energy
Services Corp. (Savanna, or the Company) Under Review with
Developing Implications:

-- Issuer Rating of B
-- Senior Unsecured Notes rating of B

The rating action follows the announcement by Total Energy Services
Inc. (Total) that it has acquired approximately 51.6% of the common
shares of Savanna. The acquisition of 51.6% meets the condition of
acquiring a minimum of 50.1% for the offer to be successful. The
common shares were acquired at the end of the initial deposit
period of Total's previously announced offer to purchase all the
outstanding common shares of Savanna. The consideration payable
under the offer included 0.13 of a Total common share and $0.20 in
cash for each Savanna common share. Total has also extended the
period for the tender of additional shares under its offer to April
7, 2017.

Savanna's board of directors had previously rejected Total's offer
and the Company instead entered into a board-approved arrangement
agreement with Western Energy Services Corp. (Western) pursuant to
which Western agreed to acquire all of the issued and outstanding
common shares of Savanna subject to shareholder approval. The
consideration payable under the Western offer included 0.85 of a
Western common share and $0.21 in cash for each Savanna common
share. Savanna has acknowledged the acquisition of a majority of
Savanna's common shares by Total constitutes an event of default
under the conditions of Savanna's Senior Secured Revolving Credit
Facility and the second-lien Senior Secured Term Loan Facility (the
Term Loan). Savanna has announced that it is in discussions with
its lenders and expects the lenders will not immediately take steps
with respect to the event of default.

Although Total has acquired a majority stake, the hostile takeover
bid is still evolving, with ambiguity regarding (1) Total's final
ownership in Savanna and its ability to gain full control of
Savanna; (2) the status of the Term Loan from Alberta Investment
Management Corporation (AIMCo) in the event that AIMCo does not
consent to the change of control; (3) a detailed financing plan to
refinance the Senior Unsecured Notes that also become repayable
with a change of control; and (4) the applicability of the
termination fee of $20 million as negotiated under the arrangement
agreement with Western. Consequently, DBRS has placed the ratings
of Savanna Under Review with Developing Implications until there is
more clarity on the issues noted above. DBRS will review further
information as it becomes available, with a view to resolving the
Under Review status.


SCOTT SWIMMING: Can Continue Using Cash Collateral Until April 30
-----------------------------------------------------------------
Judge Julie A. Manning of the U.S. Bankruptcy Court for the
District of Connecticut authorized Scott Swimming Pools Inc. to
continue using the cash collateral of Webster Bank until April 30,
2017.

The Debtor is authorized to collect and use the prepetition
collateral in order to continue its operations in the ordinary
course of its business by paying those budgeted expenditures set
forth on the April 2017 Budget. The approved Budget for April 2017
show total operating expenses of approximately $399,889.

The Debtor is indebted to Webster Bank in the approximate amount of
$451,000, as of the Petition Date.  The indebtedness is secured by
liens and/or security interests in substantially all of the
Debtor's assets.

Accordingly, Webster Bank is granted post-petition claims against
the Debtor's estate, which will have priority in payment over any
other indebtedness and obligations incurred by the Debtor and over
all administrative expenses or charges against the Debtor's
property.

Webster Bank is also granted an enforceable and perfected
replacement lien and security interest in the postpetition assets
of the Debtor's estate, equivalent in nature, priority and extent
to the liens and security interests of Webster Bank in the
prepetition collateral, and the proceeds and products thereof.

As additional adequate protection, the Debtor will pay to Webster
Bank monthly installments of interest on the loan pursuant to the
terms of the Parties' Note.  The Debtor will also continue to keep
the collateral fully insured against all loss, peril and hazard and
make Webster Bank as loss payee as its interests appear under such
policies.

These limited expenses will have a lien which will be senior to the
replacement liens or any other liens granted under the
Twenty-Seventh Order:

   (a) the allowed administrative claims of attorneys and other
professionals retained by the Debtor in the aggregate amount of
$25,000; and

   (b) amounts payable to the U.S. Trustee pursuant to 28 U.S.C.
Section 1930(a)(6).

A further hearing on the continued use of cash collateral will be
held on April 25, 2017 at 11:00 a.m.  Any objection to the
continued use of cash collateral must be filed and served no later
than April 21, 2017.

A full-text copy of the Twenty-Seventh Order, dated March 24, 2017,
is available at https://is.gd/9UnPpR

                  About Scott Swimming Pools

Based in Woodbury, Conn., Scott Swimming Pools, Inc., constructs,
sells and services swimming pools.  Its offices and property are
located at 75 Washington Road, Woodbury, CT.  

Scott Swimming Pools filed a chapter 11 petition (Bankr. D. Conn.
Case No. 15-50094) on Jan. 22, 2014.  The petition was signed by
James M. Scott, president.  

The case is assigned to Judge Alan H.W. Shiff.  

The Debtor tapped James M. Nugent, Esq., at Harlow, Adams, and
Friedman, P.C., as bankruptcy counsel.

The Debtor disclosed that it owed creditors $3.79 million.


SEARS HOLDINGS: S&P Cuts Rating on $1.25BB 2nd Lien Notes to 'B-'
-----------------------------------------------------------------
S&P Global Ratings lowered its issue-level rating on Sears Holdings
Corp.'s 6.625% $1.25 billion second-lien notes (about $301 million
outstanding) to 'B-' from 'B'.  S&P revised the recovery rating to
'2' from '1'.  The '2' recovery rating reflects S&P's expectation
for substantial (70% to 90%; rounded estimate: 85%) recovery in the
event of default.  S&P's other ratings on Sears, including the
'CCC+' corporate credit rating, are unchanged and the outlook
remains negative.

The revised recovery rating and lowered rating captures the impact
of various debt financings that Sears has put in place since S&P's
last review: a $300 million second-lien term loan that ranks pari
passu with the 6.625% notes (effectively doubling the amount of
second lien debt that gets run through S&P's recovery waterfall);
and $1.0 billion of debt financing secured by liens on
approximately 90 Sears and Kmart stores (leaving less unencumbered
store value to support second lien recovery).  These financings
were provided by certain affiliates of ESL Investments Inc., a
major shareholder of Sears.  The revised recovery rating also
reflects a reduction in S&P's projected inventory value (given a
declining store count), which lowers the amount available for the
second-lien debt after first lien obligations have been satisfied.

RATINGS LIST

Sears Holdings Corp.
Corporate Credit Rating          CCC+/Negative/--

Downgraded; Recovery Rating Revised
                                      To              From
Sears Holdings Corp.
$1.25 bil 6.625% 2nd-lien notes      B-              B
   due 2018
   Recovery rating                    2(85%)          1(95%)


SIX FLAGS: Moody's Rates Proposed $800MM Senior Unsecured Notes B2
------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Six Flags
Entertainment Corporation's (Six Flags) proposed $800 million
senior unsecured note due 2027. The existing senior notes due 2024
(which is being increased by $400 million) and the senior notes due
2021 were upgraded to B2 from B3. The B1 corporate family rating
(CFR), B1-PD probability of default rating, and Ba1 rating on the
existing credit facility, including a $250 million revolver and
$545 million term loan B, were affirmed. The outlook is stable.

The expected use of proceeds of the $800 million new note and $400
million add on to the existing note due 2024 will be the repayment
of $800 million senior note due 2021 with the remaining net
proceeds for general corporate purposes which are expected to
primarily include equity repurchases. The upgrade of the existing
senior notes reflect the increase in the proportion of unsecured
notes in the capital structure compared to secured bank debt which
leads to an increase in the unsecured notes to a level one level
below the B1 CFR as the unsecured notes will comprise over 70% of
outstanding debt pro-forma for the transaction. The rating on the
senior notes due 2021 will be withdrawn after repayment.

The transaction increases total debt by $400 million and pro-forma
leverage increases to 6.1x from 5.2x as of Q4 2016, or to 4.9x from
4.2x excluding performance award related stock compensation due to
the likely achievement of $600 million in modified EBITDA (as
calculated by management) by 2017. Moody's expects leverage to
decrease to approximately 5x by the end of 2017 as the performance
related stock comp roles off over the course of the year and from
EBITDA growth in the low to mid single digits in the upcoming
season. However, performance award related stock compensation may
increase in future periods if the company becomes likely to achieve
management's goal of $750 million in modified EBITDA (as calculated
by management) by 2020. The company also recently announced that it
was not planning to convert to a REIT at this time.

Issuer: Six Flags Entertainment Corporation

-- Proposed $800 million Senior Unsecured Notes due 2027,
    assigned a B2, LGD4

-- $700 million Senior Unsecured Notes due 2024 (upsized by
    $400 million), upgraded to B2, LGD4 from B3, LGD5

-- $800 million senior notes due 2021 (to be refinanced),
    upgraded to B2, LGD4 from B3, LGD5

-- Corporate Family Rating, affirmed B1

-- Probability of Default Rating, affirmed B1-PD

-- Speculative Grade Liquidity Rating affirmed at SGL-3

-- Outlook, Remains Stable

Issuer: Six Flags Theme Parks Inc.

-- $250 million Senior Secured Revolver due 2020 affirmed at Ba1,

    LGD2

-- Senior Secured Term Loan B due 2022, affirmed at Ba1, LGD2

-- Outlook, Remains Stable

RATINGS RATIONALE

Six Flags' B1 CFR reflects the sizable attendance and revenue
generated from the geographically diversified regional amusement
park portfolio, vulnerability to cyclical discretionary consumer
spending, seasonality of the operations, and event risk relating to
shareholder distributions. Amusement park operators must compete
with a wide variety of leisure and entertainment activities to
generate consumer interest. Attendance levels are very sensitive to
weather conditions and can also be impacted by acts of terrorism,
war, or health epidemics. The management team installed in
conjunction with the company's emergence from bankruptcy in April
2010 has implemented significant operational improvements to drive
dramatic earnings growth. Ongoing initiatives including price
increases, fewer discount offerings, higher season pass sales, and
increases in all season dining revenue, are expected to continue to
contribute to revenue and earnings over the intermediate term.
Capital expenditures on new rides such as roller coasters,
interactive/dark rides, and virtual reality attractions in addition
to international licensing agreements in three different countries
are also expected to contribute to EBITDA growth. Moody's continue
to expects positive revenue growth in the upcoming season barring
unusually heavy rainfall during the peak summer operating season.

Six Flags' SGL-3 speculative-grade liquidity rating reflects
Moody's expectations that the company will maintain adequate
liquidity over the next year. Six Flags had $137 million of cash
with no outstanding balance on its $250 million revolver due 2020
(with $20 million in letters of credit) as of Q4 2016. Pro-forma
for the transaction the company is expected to have approximately
$500 million of cash on the balance sheet and Moody's anticipates a
significant portion will be used to fund stock buybacks. Moody's
projects that Six Flags will payout approximately $235 million in
dividends in 2017 which will consume the bulk of its cash flow
generation over the next year and normal off-season cash flow
consumption occurs prior to the start of the operating season.

The revolver facility is not sufficient to cover a full exercise of
the approximate $462 million of partnership puts, although Moody's
do not anticipates this to occur. The historical level of put
exercises is comfortably manageable within Six Flags existing cash
and unused revolver capacity (the highest level was $66 million or
$58 million net of partner participation in 2009). Put exercise
activity has been minimal over the last several years and was less
than $1 million in 2016.

The stable rating outlook reflects Moody's expectations that Six
Flags will generate low to mid single digit EBITDA growth in 2017
in addition to the roll off of performance award related stock comp
which will lead leverage to decline to approximately 5x by the end
of the year if weather conditions are favorable. Moody's also
believes that the company will take advantage of the restricted
payments flexibility in its credit facility to devote cash flow
generation to dividends and share repurchases with minimal debt
reduction over the next 12-18 months.

Positive revenue and EBITDA growth that led to debt to EBITDA
leverage being sustained in the low 4xs (as calculated by Moody's)
and a more moderate financial policy with reduced prospects of a
debt funded share buyback, would lead to positive rating pressure.
A good liquidity position would also be required for an upgrade as
would the management of dividends and stock repurchases within
excess free cash flow.

Downward rating pressure could result if acquisitions, cash
distributions to shareholders, or declines in attendance and
earnings driven by competition or a prolonged economic downturn led
to debt-to-EBITDA above 5.5x on a sustained basis. Ratings could
also be pressured if liquidity weakens or the company's financial
policies become more aggressive.

Six Flags Entertainment Corporation (Six Flags), headquartered in
Grand Prairie, TX, is a regional amusement park company that
operates 18 North American parks. The park portfolio includes 15
wholly-owned facilities (including parks near New York City,
Chicago and Los Angeles) - as well as three consolidated
partnership parks - Six Flags over Texas (SFOT), Six Flags over
Georgia (SFOG), and White Water Atlanta. Six Flags currently owns
53.1% of SFOT and approximately 31% of SFOG/White Water Atlanta. In
addition, the company has international licensing agreements in
China, Dubai, and Vietnam. The company emerged from chapter 11
bankruptcy protection in April 2010. Revenue including full
consolidation of the partnership parks was approximately $1.3
billion in FY 2016.

The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.



SIX FLAGS: S&P Affirms 'BB' CCR; Outlook Stable
-----------------------------------------------
S&P Global Ratings said it affirmed its 'BB' corporate credit
rating on Grand Prairie, Texas-based Six Flags Entertainment Corp.
The outlook is stable.

At the same time, S&P assigned its 'BB-' issue-level rating (one
notch below the 'BB' corporate credit rating) and '5' recovery
rating to Six Flags' proposed $800 million senior unsecured notes
due in 2027.  S&P also affirmed its 'BB-' issue-level rating and
'5' recovery rating to the company's upsized $700 million
(including the proposed $400 million add-on) senior unsecured notes
due in 2024.  The '5' recovery rating reflects S&P's expectation
for modest (10%-30%; rounded estimate: 20%) recovery for lenders in
the event of a payment default.  Six Flags intends to use the
proceeds of the proposed debt issuances to repay
$800 million in outstanding senior unsecured notes due in 2021, for
share repurchases under its current authorization, and its
incremental $500 million share repurchase authorization announced
today.  Recovery prospects for senior unsecured lenders worsened
moderately because of the proposed additional amount of unsecured
debt in the capital structure, but not enough to lower the '5'
recovery rating.

S&P also affirmed the 'BBB-' issue-level rating on the company's
$250 million revolving credit facility due in 2020 and
$545 million term loan due in 2022.  The recovery rating on this
debt remains '1', indicating S&P's expectation for very high
(90%-100%; rounded estimate: 95%) in the event of a payment
default.

"We affirmed the 'BB' corporate credit rating despite the
incremental debt to finance share repurchases because Six Flags had
sufficient leverage capacity to accommodate the leveraging impact
of the proposed financing," said S&P Global Ratings credit analyst
Justin Gerstley.

S&P expects adjusted debt to EBITDA in the mid- to high-3x range
and FFO to be in the low-20% area through 2018.  Over the
intermediate term, S&P believes ongoing good operating performance
across the company's park portfolio will allow it to maintain debt
to EBITDA at a level that represents a good cushion compared to our
4x adjusted debt to EBITDA downgrade threshold.  S&P believes the
company is committed to its financial policy to return capital to
shareholders with free cash flow and to potentially borrow in a
manner that keeps debt to EBITDA at 3x-4x.

The stable outlook on Six Flags Entertainment Corp. reflects S&P's
expectation that good anticipated operating performance and strong
liquidity will offset potential future incremental debt to return
capital to shareholders, such that adjusted debt to EBITDA will be
3.5x-4x and FFO to debt will be 20%-25% through 2018.


SOTO REEFER: Banco Popular to Get 100%, Plus 4.25%, Over 107 Mos.
-----------------------------------------------------------------
Soto Reefer Containers, Inc., filed with the U.S. Bankruptcy Court
for the District of Puerto Rico a disclosure statement and Chapter
11 plan on March 25, 2017.

Class 3 of Non-Governmental General Unsecured Claims include the
claim of Banco Popular in the amount of $67,432.25, which consists
of a line of credit.  The Banco Popular claim will receive interest
in the amount $15,460 calculated at a 4.25% annual interest rate
over the claim's principal balance over a period of 120 months, for
the first 56 months of the Plan.  It will receive the principal
balance in the amount of $67,432.25 after the first 56 months.  The
Debtor is proposing to pay this general unsecured claim since the
start of the Plan by paying interest during the first 56 months,
given it is the Debtor's highest unsecured debt.  The Debtor will
commence payments to Banco Popular upon confirmation of the Plan
(approximately on June 2017) consisting of monthly payments of not
less than $180 monthly for the first 52 months, for a total of
$9,360 to be paid towards interest.  On month 53 of the Plan
considering June 2017 as an approximate confirmation date, the
payments towards interest will be increased to the amount of $1,760
monthly until the interest of $15,460 is covered.  That is in
approximately months 53 through 56 of the Plan.  After covering the
interest of $15,460, the Debtor will commence payments of $1,320 on
month 57 towards principal until covered in full.  Any remaining
amount from month 56 over the $15,460 provided for interest will be
paid towards principal as well.  The payment of $1,320 will last
approximately 51 additional months after commencing on month 57.

Class 3 General Non-Governmental Unsecured claim is impaired under
the Plan.

The funds required to implement the Plan will come from income
derived by the Debtor from its continued motel business operation.


The Disclosure Statement is available at:

            http://bankrupt.com/misc/prb16-07602-59.pdf

                        About Soto Reefer

Soto Reefer Containers, Inc., manages an electric container rental,
transportation, and repair business located at Carr. 3 KM 60.2,
Ceiba P.R. 00735.  The Debtor's line of business mainly consisted
in the transportation of goods in electric containers and the
leasing of containers to commercial customers.  

The Debtor filed a Chapter 11 petition (Bankr. D.P.R. Case No.
16-07602) on Sept. 26, 2016, and is represented by Rosana Moreno
Rodriguez, Esq., at Moreno & Soltero Law Office, LLC.


SOUNDVIEW ELITE: Unsecureds to Recover 99% Under Liquidation Plan
-----------------------------------------------------------------
Corinne Ball, in her capacity as Chapter 11 Trustee of Soundview
Elite Ltd., et al., filed with the U.S. Bankruptcy Court for the
Southern District of New York a disclosure statement with respect
to the Debtors' amended joint plan of liquidation.

Class 3 General Unsecured Claims are impaired by the Plan.  Each
holder of General Unsecured Claims against the designated debtors
(Classes 3A-3C) will receive, on or as soon as reasonably
practicable after the Effective Date, and from time to time
thereafter, 99% of the amount of its allowed claim from the
applicable designated debtor's available cash.

The Chapter 11 Trustee or the Plan Administrator, as the case may
be, will estimate appropriate reserves of cash to be set aside in
order to (a) fund the operating reserve and (b) pay or reserve for
the payment of expenses which accrued prior to the Effective Date,
including fee claims, administrative claims, priority tax claims,
other priority claims and secured claims.  The reserves will be in
the initial amounts of $1,103,188 for Elite Designated, $751,929
for Premium Designated and $937,926 for Star Designated.  The
reserves will be in cash, subject to change at the Chapter 11
Trustee or Plan Administrator's discretion.  Subject to the terms
and conditions of the Plan, the Plan Administrator will release
available cash, to the extent available, to fund distributions.

The cash distributions to be made pursuant to the Plan and the cash
necessary to fund reserves for other priority claims against the
designated debtors, priority tax claims against the designated
debtors, administrative claims against the designated debtors and
the operating reserve of the designated debtors will be available
from funds realized in connection with past operations of the
Designated Debtors and the liquidation of the non-cash assets of
the designated debtors, including the liquidation recoveries.

The Disclosure Statement is available at:

          http://bankrupt.com/misc/nysb13-13098-1357.pdf

As reported by the Troubled Company Reporter on Feb. 14, 2017, the
Chapter 11 filed with the Court a disclosure statement with respect
to the Debtor's joint plan of liquidation.  That plan provides that
each holder of an unsecured claim receive or retain on account of
claim property of a value, as of the effective date of the Plan,
equal to the allowed amount of the claim or the holder of any claim
or interest that is junior to the claims of class will not receive
or retain under the Plan.

                   About SoundView Elite Ltd.

Six mutual funds originally created by Citco Group of Cos.,
including Soundview Elite Ltd., filed petitions for Chapter 11
protection on Sept. 24, 2013, in Manhattan to avoid undergoing
bankruptcy liquidation in the Cayman Islands, where they are
incorporated.

The funds are Soundview Elite (Bankr. S.D.N.Y. Case No. 13-13098)
Soundview Premium, Ltd. (Case No. 13-13099); Soundview Star Ltd.
(Case No. 13-13101); Elite Designated (Case No. 13-13102); Premium
Designated (Case No. 13-13103); and Star Designated (Case No.
13-13104).  The petitions were signed by Floyd Saunders as
corporate secretary.  By order dated Oct. 16, 2013, the Court
directed that the Debtors' bankruptcy cases be procedurally
consolidated and jointly administered.

SoundView Elite Ltd. and two similarly named funds were the target
of a winding-up petitions in the Cayman Islands filed in August by
Citco, which had sold its interest in the funds' manager years
before.  An investor, who was removed from the funds' board in
June, filed a different winding-up petition in August, aimed at
three funds created later to hold illiquid assets.

The Debtor disclosed $20,703,641 in assets and $16,402,671 in
liabilities as of the Chapter 11 filing.  The funds said in a
court filing their total cash assets of about $20 million are held
in the U.S., where the funds are managed.  Court papers list the
funds' total assets as $52.8 million, against debt totaling $28
million.

Judge Robert E. Gerber presides over the U.S. cases.

Warren J. Martin, Jr., Esq., Mark J. Politan, Esq., Terri Jane
Freedman, Esq., and Rachel A. Segall, Esq., at Porzio, Bromberg &
Newman, PC, serve as the Debtors' counsel.  CohnReznick LLP serves
as financial advisor.

Peter Anderson and Matthew Wright, as Joint Official Liquidators
of the Debtors, are represented in the U.S. proceedings by John A.
Pintarelli, Esq., James J. Beha, II, Esq., William H. Hildbold,
Esq., at Morrison & Foerster LLP.

The U.S. Trustee solicited for the formation of an official
committee of unsecured creditors, but to date one has not been
formed.

In April 2014, District Judge J. Paul Oetken affirmed the
Bankruptcy Court order appointing a Chapter 11 trustee for
SoundView Elite Ltd. and its affiliated debtors, and tossed pro se
appeals filed by Alphonse Fletcher, Jr., and George E. Ladner, the
sole directors of the mutual funds.

Stephen Pearson, Esq., at Jones Day serves as counsel for Corinne
Ball, the Chapter 11 Trustee.


SOUTHCROSS ENERGY: Approves Bonus Agreement with Key Employees
--------------------------------------------------------------
On March 27, 2017, Southcross Energy Partners GP, LLC, the general
partner of Southcross Energy Partners, L.P., approved separate
contingent bonus agreements with a group of individuals which
includes key employees, including each of Bruce A. Williamson,
Brett M. Allan and Joel D. Moxley.

Under such bonus agreements, the "Form of Bonus Agreement", certain
individuals and key employees of the Company's General Partner,
will be eligible to receive a cash bonus payment in the event of a
Change of Control, so long as such employee remains employed by the
General Partner as of the Change of Control. The amounts to be paid
to such individuals and key employees will be determined by the
board of the General Partner in its discretion, including factors
as provided in the Form of Bonus Agreement. Accordingly it is not
possible at the time of filing of this Form 8-K to determine the
amount payable to participants, including the named executive
officers listed above. However, the estimated aggregate payment to
this group of individuals and key employees as a group pursuant to
such contingent bonus agreements is estimated to be between four
and eight million dollars and it is contemplated that any payment
will be allocated in the ordinary course between the Partnership
and Southcross Holdings LP.

The full text of the Form of Bonus Agreement is available for free
at: https://is.gd/m92CAl

                            About Southcross Energy Partners
         
Southcross Energy Partners, L.P. --
http://www.southcrossenergy.com/-- is a master limited partnership

that provides natural gas gathering, processing, treating,
compression and transportation services and NGL fractionation and
transportation services.  It also sources, purchases, transports
and sells natural gas and NGLs.  Its assets are located in South
Texas, Mississippi and Alabama and include four gas processing
plants, two fractionation plants and approximately 3,100 miles of
pipeline.  The South Texas assets are located in or near the Eagle
Ford shale region.  Southcross is headquartered in Dallas, Texas.

                            *     *     *

As reported by the TCR on April 5, 2016, Standard & Poor's Ratings
Services said it lowered its corporate credit and senior secured
rating on Southcross Energy Partners L.P. to 'CCC+' from 'B-'.

The TCR reported on Jan. 13, 2016, that Moody's Investors Service
downgraded Southcross Energy's Corporate Family Rating to 'Caa1'
from 'B2'.  "Southcross' Caa1 CFR reflects its high financial
leverage, limited scale, concentration in the Eagle Ford Shale and
our expectation of continued high leverage and challenging industry
conditions into 2017," according to the report.


SQUARETWO FINANCIAL: Hires Willkie Farr as Counsel
--------------------------------------------------
SquareTwo Financial Services Corporation, et al. seek authorization
from the U.S. Bankruptcy Court for the Southern District of New
York to employ Willkie Farr & Gallagher LLP as counsel, nunc pro
tunc to the March 19, 2017 petition date.

The Debtors require Willkie Farr to:

   (a) prepare, on behalf of the Debtors, as debtors in
       possession, all necessary motions, applications, answers,
       orders, reports and papers in connection with the
       administration of these cases;

   (b) counsel the Debtors with regard to their rights and
       obligations as debtors in possession in the continued
       operation of their businesses and the management of their
       estates;

   (c) provide the Debtors with advice, represent the Debtors and
       prepare all necessary documents on behalf of the Debtors in

       the areas of corporate finance, employee benefits, real
       estate, tax and bankruptcy law, commercial litigation, debt

       restructuring and asset dispositions in connection with
       their restructuring efforts;

   (d) represent and advise the Debtors in the sale of their
       business through chapter 11;

   (e) advise the Debtors with respect to actions to protect and
       preserve the Debtors’ estates during the pendency of these

       cases, including the prosecution of actions by the Debtors,

       the defense of actions commenced against the Debtors,
       negotiations concerning litigation in which the Debtors are

       involved and objections to claims filed against the
       estates; and

   (f) perform all other necessary or requested legal services in
       connection with these chapter 11 cases, including, without
       limitation, any general corporate and litigation legal
       services.

Willkie Farr will be paid at these hourly rates:

       Matthew A. Feldman, Partner      $1,425
       Paul V. Shalhoub, Partner        $1,350
       Adam M. Turteltaub, Partner      $1,350
       Robin Spigel, Counsel            $965
       Robert A. Rizzo, Associate       $950
       Debra C. McElligott, Associate   $800
       Gabriel Brunswick, Associate     $750
       Lindsay T. Reed, Associate       $625
       Derek M. Osei-Bonsu, Law Clerk   $380
       Partners                         $995-$1,425
       Counsel                          $965
       Associates                       $330-$965
       Paraprofessionals                $230-$380

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

Matthew A. Feldman, member of Willkie Farr, 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:

   -- The Debtor discloses the payments received by Willkie Farr
      from the Debtors prior to the Petition Date. There has been
      no change in the billing rates, discounts or any other
      material financial term from the prepetition period to the
      postpetition period.

   -- The Debtors have approved a budget and staffing plan for the

      period of March 19, 2017 through May 31, 2017.

The Court will hold a hearing on the application on April 13, 2017,
at 2:00 p.m. Objections, if any, are due April 6, 2017, at 4:00
p.m.

Willkie Farr can be reached at:

       Matthew A. Feldman, Esq.
       Paul V. Shalhoub, Esq.
       Robin Spigel, Esq.
       Debra C. McElligott, Esq.
       WILLKIE FARR & GALLAGHER LLP
       787 Seventh Avenue
       New York, NY 10019
       Tel: (212) 728-8000
       Fax: (212) 728-8111

                 About SquareTwo Financial

SquareTwo Financial Services Corporation, et al.'s primary business
is to acquire, manage, and collect charged-off consumer and
commercial accounts receivable, which are accounts that credit
issuers have charged off as uncollectible, but that remain owed by
the borrower and subject to collection.

The Debtors filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 17-10659) on March 19, 2017.

The Debtors are represented by Matthew A. Feldman, Esq., Paul V.
Shalhoub, Esq., Robin Spigel, Esq., and Debra C. McElligott, Esq.,
at Willkie Farr & Gallagher LLP, in New York.  The Debtors' CCAA
Counsel is D.J. Miller, Esq., Asim Iqbal, Esq., and Mitch Grossell,
Esq., at Thornton Grout Finnigan LLP, in Toronto, Ontario.

The Debtors' Restructuring Advisor is Alixpartners, LLP;
Investment Bankers are Keefe, Bruyette & Woods, Inc., and Miller
Buckfire & Co.

The Debtors' Claims and Noticing Agent is Prime Clerk LLC.

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

The petition was signed by J.B. Richardson, Jr., authorized
signatory.


STEINY AND COMPANY: Allowed to Use IRS Cash Collateral Until June 2
-------------------------------------------------------------------
U.S. Bankruptcy Judge Julia W. Brand for the Central District of
California approved a second stipulation between Steiny and
Company, Inc. and the Internal Revenue Service on the continued use
of cash collateral, until June 2, 2017.

The Debtor is authorized to use the IRS' cash collateral through
and including June 2, 2017, in accordance with all the terms stated
in the Second Stipulation.

A full-text copy of the Order, dated March 24, 2017, is available
at https://is.gd/uujB2f

                   About Steiny and Company

Steiny and Company, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-25619) on Nov. 28,
2016.  The petition was signed by Vincent P. Mauch, chief financial
officer.  The case is assigned to Judge Julia W. Brand. At the time
of the filing, the Debtor estimated its assets and debts at $10
million to $50 million.

The Debtor tapped Ron Bender, Esq., Jacqueline L. James, Esq., and
Lindsey L. Smith, Esq., at Levene, Neale, Bender, Yoo & Brill LLP,
as bankruptcy counsel and Edward Barron, Esq. and Barron &
Associates as special counsel.  The Debtor hired Consortium Finance
Securities, LLC and Craft Partners, LLC as financial advisors and
investment bankers.

U.S. Trustee Peter C. Anderson on Dec. 22, 2016, appointed three
creditors of Steiny and Company, Inc., to serve on the official
committee of unsecured creditors. The committee members are: (1)
Walters Wholesale Electric; (2) Karish Electronics; and (3)
Smithson Electric.  The Committee retained Scott E. Blakeley, Esq.
and Ronald Clifford, Esq. at Blakeley LLP as its counsel.


SUBURBAN PROPANE: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR
-----------------------------------------------------------------
S&P Global Ratings said it revised its rating outlook on Suburban
Propane Partners to negative from stable.  S&P also affirmed its
'BB-' corporate credit rating on Suburban.  In addition, S&P
affirmed its 'BB-' issue-level rating on Suburban's senior
unsecured notes.  The recovery rating on the senior unsecured notes
remains '4', indicating S&P's expectation of average (30%-50%,
rounded estimate: 40%) recovery in the event of a payment default.

"The negative outlook on Suburban Propane Partners L.P. reflects
our expectation that adjusted debt to EBITDA will exceed 5x over
the next 12 months," said S&P Global Ratings credit analyst
Jacqueline Fay.  "In addition, we expect the partnership to have
constrained liquidity given that it will have little cushion on its
credit facility covenants."

S&P could lower the ratings if winter 2017-2018 is in line with the
previous two winters, which will result in continued tight
liquidity and sustained adjusted debt to EBITDA of about 5x.  S&P
could also lower the rating if it expects distribution coverage to
remain negative in 2018.

S&P could revise Suburban's outlook to stable if adjusted debt to
EBITDA falls below 5x on a sustained basis, in addition to
liquidity returning to adequate and distribution coverage above 1x.


SUNEDISON INC: Unsecured Creditors' Recovery Unknown Under Plan
---------------------------------------------------------------
SunEdison, Inc., et al., filed with the U.S. Bankruptcy Court for
the Southern District of New York a joint Chapter 11 plan of
reorganization and accompanying disclosure statement envisions (a)
the Debtors' continued ownership of certain shares in Terraform
Power, Inc., under Brookfield Asset Management, Inc., sponsorship,
(b) the Debtors' receipt of some cash from the sale of certain of
their shares in TERP, and (c) the Debtors' sale of their interests
in Terraform Global, Inc.

As of March 28, the approximate aggregate value of sub-clauses (a),
(b), and (c) will be more than $800 million.  Distributions under
the Plan will be made from a combination of equity in Reorganized
SUNE, interests in the GUC/Litigation Trust, Cash on hand, Cash
from proceeds received through the Rights Offering (in the TERP
Share Election Alternative only), and cash received from the
Jointly Supported Transactions.

As contemplated by the Committee DIP Settlement, the GUC/Litigation
Trust will be established for the benefit of Holders of General
Unsecured Claims and seeded with $10 million minus any amounts
previously incurred by the Creditors' Committee in connection with
the lien challenge investigation and incurred in connection with
the investigation and prosecution of GUC/Litigation Trust Causes of
Action.

The GUC/Litigation Trust will function as a vehicle to distribute
potential value from these assets:

   (a) GUC/Litigation Trust Causes of Action, including certain
Avoidance Actions but not including any actions against (i) the
YieldCos and (ii) the Prepetition Secured Parties);

   (b) 10% of net asset sale proceeds in excess of $175 million
received from certain Debtors that were not obligors under the
Debtors' prepetition secured obligations;

   (c) proceeds of the consideration received from the Jointly
Supported Transactions allocated to Avoidance Actions against the
YieldCos; this amount is currently the subject of the Debtors'
motion to approve the YieldCo Settlements, which was filed on March
10, 2017, and supplemented on March 24, 2017;

   (d) Available D&O Insurance Proceeds recovered by the Creditors'
Committee or the GUC/Litigation Trust as a result of certain Estate
Causes of Action brought by the Creditors' Committee or the
GUC/Litigation Trust against the Debtors' directors and officers;

   (e) the GUC-Settlement Consideration; and

   (f) Other assets transferred to the GUC/Litigation Trust in
accordance with the Plan.

As of March 27, 2017, these principal amounts remained outstanding
under the DIP Facility:

   DIP Term Loans                $239,114,773.08
   Tranche A-1 Roll-Up Loans     $145,342,368.21
   Tranche A-2 Roll-Up Loans      $89,680,630.29
   Tranche B Roll-Up Loans23     $350,000,000.00
   L/C Outstandings -
     Unreimbursed Amounts/
     L/C Borrowings incurred
     postpetition                 $79,076,438.97
   L/C Outstandings -
      Undrawn Letters of Credit   $87,374,050.24

The DIP Facility matures on April 26, 2017.  The Debtors are
currently in the process of negotiating and finalizing an amended
and restated DIP Facility that will be in an amount necessary to
refinance the DIP Term Loan Claims, the Tranche A-1 Roll-Up Loan
Claims, the Tranche A-2 Roll-Up Loan Claims, and the portion of the
Tranche B Roll-Up Claims that are pari passu with the Tranche A-1
Roll-Up Loan Claims.  This amended and restated DIP Facility will
likely have a one-year maturity and a slightly lower interest rate
than the current DIP Term Loan Claims.

Tiffany Kary and Brian Eckhouse, writing for Bloomberg News,
reported that SunEdison Inc. sees a possibility for life after
bankruptcy even as its unsecured creditors have threatened to upend
a reorganization plan.

According to the report, the clean energy giant, which said after
its April bankruptcy that it was toggling between a wind-down or a
reorganization, announced the rough terms of a restructuring.  Its
unsecured creditors have said they intend to dispute a settlement
that's key to the plan at an upcoming trial however, raising
questions about whether the company added any value for its
business or lenders after a year in Chapter 11, the report
related.

The SunEdison plan, which comes after the piecemeal sale of more
than $1 billion of assets including wind and solar farms, would
split the company into a new, publicly traded unit and a trust to
pursue lawsuits, the report said.  It's ability to pull off the
reorganizing still hangs in the balance, hinging on Brookfield
Asset Management Inc.'s deals to buy its two yieldcos, which in
turn rests on a settlement that still needs court approval, the
report added.

"They're not coming back as anything material, just the rump or
shadow of their former self," Swami Venkataraman, a New York-based
analyst at Moody's Investors Service, said in an interview with
Bloomberg, noting the significant whittling down of the company
through major sales such as that to a unit of NRG Energy Inc.

A full-text copy of the Disclosure Statement dated March 28, 2017,
is available at:

           http://bankrupt.com/misc/nysb16-10992-2672.pdf

                  Agreements with TerraForm Power

On March 6, 2017, TerraForm Power, Inc. entered into a Merger and
Sponsorship Transaction Agreement with Orion US Holdings 1 L.P., a
Delaware limited partnership, ("Sponsor"), and BRE TERP Holdings
Inc., a Delaware corporation and a wholly-owned subsidiary of
Sponsor ("TERP Merger Sub"), providing for the merger of TERP
Merger Sub with and into TerraForm Power (the "TERP Merger"), with
TerraForm Power as the surviving corporation in the TERP Merger in
which Sponsor will hold a 51% interest.

In connection with the TERP Merger, SunEdison, Inc. executed and
delivered a voting and support agreement by and among the Company,
Sponsor, BRE TERP Holdings Inc., SunEdison Holdings Corporation,
SUNE ML1, LLC and TerraForm Power, pursuant to which it agreed to
vote or cause to be voted any shares of TerraForm Power held by it
or any of its controlled affiliates in favor of the TERP Merger and
to take certain other actions to support the consummation of the
Transactions.

On March 6, 2017, the Company also entered into a Settlement
Agreement by and among the Company, TerraForm Power, TerraForm
Power, LLC ("TERP LLC"), TerraForm Power Operating, LLC, and the
other parties named therein pursuant to which the Company will
exchange, effective as of immediately prior to the record time for
the Special Dividend, all of the Class B Units of TERP LLC held by
it or any of its controlled affiliates for 48,202,310 Class A
Shares (the "TERP Exchange"). As a result of and following
completion of the TERP Exchange, all of the issued and outstanding
shares of Class B common stock, par value $0.01 per share, of
TerraForm Power will be redeemed and retired. TerraForm Power will
also authorize and issue to the Company a number of additional
Class A Shares such that, immediately prior to the effective time
of the TERP Merger, the Company will hold an aggregate number of
Class A Shares equal to 36.9% of TerraForm Power's outstanding
Class A Shares (on a fully diluted basis). The TERP Settlement
Agreement also provides for reciprocal releases of claims among the
Company and certain of its subsidiaries, on the one hand, and
TerraForm Power and certain of its subsidiaries upon the Settlement
Effective Time.

In addition, also as part of the settlement, the Company agreed to
deliver the outstanding incentive distribution rights of TERP LLC
(the "IDRs") held by the Company or certain of its affiliates to
Brookfield Asset Management Inc. ("Brookfield"). In connection
therewith, concurrently with the execution and delivery of the
Transaction Agreement, TerraForm Power, TERP LLC, BRE Delaware,
Inc. (the "Brookfield IDR Holder") and the Company and certain of
its affiliates have entered into an Incentive Distribution Rights
Transfer Agreement (the "IDR Transfer Agreement"), pursuant to
which certain affiliates of the Company will transfer all of the
IDRs to Brookfield IDR Holder immediately after the effective time
of the TERP Merger on the terms and conditions set forth in the IDR
Transfer Agreement.

Closing of the TERP Merger is subject to certain additional
conditions, including the adoption of the Transaction Agreement by
each of the holders of (i) a majority of the total voting power of
the outstanding TERP Shares entitled to vote on the TERP Merger
(including TERP Shares held by the Company, Sponsor and their
respective affiliates) and (ii) a majority of the total voting
power of the outstanding TERP Shares entitled to vote on the TERP
Merger (excluding TERP Shares held by the Company, Sponsor and
their respective affiliates), the expiration or early termination
of the waiting period applicable to consummation of the TERP Merger
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the entry by the United States Bankruptcy Court for
the Southern District of New York (the "Bankruptcy Court") of
orders authorizing and approving the entry by the Company (and if,
applicable, the Company's debtor affiliates) into the TERP
Settlement Agreement, the TERP Voting and Support Agreement and
certain other agreements entered into in connection with the TERP
Merger or the other Transactions to which the Company or any other
debtor will be a party, certain other regulatory approvals and
other customary closing conditions.

                 Agreements with TerraForm Global

On March 6, 2017, TerraForm Global, Inc., entered into an Agreement
and Plan of Merger (the "Merger Agreement") with Sponsor and BRE
GLBL Holdings Inc., a Delaware corporation and wholly owned
subsidiary of Sponsor ("GLBL Merger Sub"), providing for the merger
of GLBL Merger Sub with and into TerraForm Global (the "GLBL
Merger"), with TerraForm Global surviving as a wholly owned
subsidiary of Sponsor.

In connection with the GLBL Merger, the Company and certain of its
affiliates executed and delivered a voting and support agreement
with Brookfield and TerraForm Global (the "GLBL Voting and Support
Agreement") pursuant to which it agreed to vote or cause to be
voted any shares of TerraForm Global (each, a "GLBL Share" and,
collectively, the "GLBL Shares") held by it or any of its
controlled affiliates in favor of the GLBL Merger and to take
certain other actions to support the consummation of the GLBL
Merger and the other transactions contemplated by the Merger
Agreement.

The Company also entered into a settlement agreement with TerraForm
Global, TerraForm Global LLC ("GLBL LLC") and TerraForm Global
Operating, LLC (the "GLBL Settlement Agreement") pursuant to which
the Company and TerraForm Global released all intercompany claims
in connection with the Company's bankruptcy (with certain
exceptions). In consideration for such release, the Company will
exchange, effective as of immediately prior to the effective time
of the GLBL Merger, all of the Class B Units of GLBL LLC held by it
or any of its controlled affiliates for a number of Class A Shares
equal to 25% of the issued and outstanding Class A Shares (on a
fully diluted basis) measured as of immediately prior to the
effective time of the GLBL Merger (the "GLBL Exchange"). As a
result of and following completion of the GLBL Exchange, all of the
issued and outstanding shares of Class B common stock, par value
$0.01 per share, of the Company will be redeemed and retired and
all issued and outstanding IDRs (as defined in the Merger
Agreement) will be cancelled.
Closing of the GLBL Merger is subject to certain other conditions,
including the adoption of the Merger Agreement by each of the
holders of (i) a majority of the total voting power of the
outstanding GLBL Shares entitled to vote on the GLBL Merger
(including GLBL Shares held by the Company, Sponsor and their
respective affiliates) and (ii) a majority of the total voting
power of the outstanding GLBL Shares entitled to vote on the GLBL
Merger (excluding GLBL Shares held by the Company, Sponsor and
their respective affiliates), the expiration or early termination
of the waiting period applicable to consummation of the GLBL Merger
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, receipt of certain regulatory approvals, and the entry by
the Bankruptcy Court of orders authorizing and approving the entry
by the Company (and if, applicable, the Company's debtor
affiliates) into the GLBL Settlement Agreement, the GLBL Voting and
Support Agreement and certain other agreement entered into in
connection with the GLBL Merger or the other transactions
contemplated by the Merger Agreement to which the Company or any
other debtor will be a party.

                     About SunEdison, Inc.

SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean
power
generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.

On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017).  Martin H. Truong, the senior vice
president, general counsel and secretary, signed the petitions.
The Debtors disclosed total assets of $20.7 billion and total debt
of $16.1 billion as of Sept. 30, 2015.

The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent.  The Debtors
employed
PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as
their auditor and tax consultant.

SunEdison also has tapped Eversheds LLP as its special counsel for
Great Britain and the Middle East. Cohen & Gresser LLP has also
been retained as special counsel.

The Debtors retained Ernst &Young LLP to provide tax-related
services.  Keen-Summit Capital Partners LLC has been hired as real
estate advisor.  Binswanger of Texas, Inc. also has been retained
as real estate agent.

Sullivan & Cromwell LLP serves as counsel to TerraForm Power,
Inc., and TerraForm Global, Inc.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.  Togut, Segal & Segal LLP and Kobre & Kim LLP serve as
conflicts counsel.  Alvarez & Marsal North America, LLC, serves as
the Committee's financial advisors.

Counsel to the administrative agent under the Debtors' prepetition
first lien credit agreement are Richard Levy, Esq., and Brad
Kotler, Esq., at Latham & Watkins.

Counsel to the administrative agent under the postpetition DIP
financing facility are Scott Greissman, Esq., and Elizabeth Feld,
Esq. at White & Case LLP.

Counsel to the Tranche B Lenders (as defined in the DIP credit
agreement) and the steering committee of the second lien creditors
are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss
Hauer & Field, LLP.

Counsel to the administrative agent under the Debtors' prepetition
second lien credit agreement is Daniel S. Brown, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.

The collateral trustee under the Debtors' prepetition second lien
credit agreement and the indenture trustee under each of the
Debtors' outstanding bond issuances, is represented by Marie C.
Pollio, Esq., at Shipman & Goodwin LLP.

Counsel to the ad hoc group of certain holders of the Debtors'
convertible senior notes is White & Case LLP's Tom Lauria, Esq.


TALEN ENERGY: Moody's Rates Proposed Sr. Secured Term Loan 'Ba1'
----------------------------------------------------------------
Moody's Investors Service downgraded approximately $823 million of
Talen Energy Supply, LLC's (Talen) senior unsecured guaranteed debt
including about $592 million of notes due in 2025, and about $231
million of tax-exempt revenue bonds. At the same time, Moody's
affirmed Talen's B1 corporate family rating, its B1-PD probability
of default (PD), its Ba1 senior secured rating, and the B3 rating
on its senior unsecured, nonguaranteed debt. Talen's speculative
grade liquidity rating (SGL) has been affirmed at SGL-2, and the
outlook remains stable.

The rating action is a result of Talen's announced liability
management program, which includes a plan to prepay approximately
$900 million of unsecured non-guaranteed debt maturing in 2018,
2019 and 2021 with proceeds from a new $400 million seven year
senior secured term loan and approximately $500 million of new five
year unsecured guaranteed notes. Concurrent with action, Moody's
assigned a Ba1 rating to the proposed senior secured term loan, and
a B1 rating to the proposed guaranteed notes.

RATINGS RATIONALE

The downgrade of Talen's senior unsecured guaranteed notes is
driven by a shift in Talen's capitalization structure, which will
now include a larger percentage of higher ranking senior secured
debt, and a smaller portion of lower ranking senior unsecured
nonguaranteed debt. Upon closing of the proposed financing, the
guaranteed notes will make up the preponderance of Talen's recourse
debt, and the rating on these issues will be the same as its B1
CFR.

Talen's B1 CFR is driven by the inherent volatility of the merchant
power markets in which it operates and the current weak conditions
in those markets. The rating reflects the increased leverage and
reduced financial flexibility that resulted from the company's
December 2016 use of almost all of its balance sheet cash to effect
a take-private merger with an affiliate of Riverstone Holdings LLC
(Riverstone, not rated). Although Moody's views management's
current pro-active approach to its upcoming maturity ladder as
credit positive, and Moody's expects Talen will be able to
successfully execute its liability management program, the use of
secured/guaranteed debt to replace unsecured obligations as an
enticement for the new lenders has resulted in a downgrade of the
company's existing guaranteed debt obligations.

Based on current market conditions, Moody's anticipates Talen's
ratio of cash from operations excluding changes in working capital
(CFO pre-W/C) to total debt will generally remain near 10%, which
is commensurate with the "B" scoring range in Moody's rating
methodology for unregulated power companies. Moody's standard CFO
pre-W/C to debt calculation reflects GAAP accounting treatment for
nuclear fuel, which is capitalized and then depreciated over time.
To ensure comparability with other generators who do not capitalize
a portion of their fuel costs, Moody's also calculate the ratio
assuming nuclear fuel is an operating expense. Using this approach,
the ratio would be about 200 basis points lower. The rating also
considers the quality and diversity of Talen's generation assets,
and free cash flow to debt metrics under 5%, which is weaker than
those of its "Ba" rated merchant generating peers.

Approximately 70% of Talen's 16 GW generating portfolio is
concentrated in the PJM Interconnection (PJM, Aa2 stable) region
while another 3% is located in the New England ISO. Generators in
these balancing areas benefit from transparent and competitive
markets for the sale of energy and capacity and visibility of
capacity revenues up to three years forward. On the other hand,
Talen's PJM portfolio is heavily weighted toward coal and nuclear
assets, which as a result of their higher fixed cost structure, are
more susceptible to margin compression as a result of lower power
prices. Management has been making progress in reducing costs,
which has worked as an offset to persistently low wholesale market
prices for energy and capacity in its regions. Continued focus in
this area will be a key factor in maintaining credit metrics at or
above their current levels.

Liquidity

Talen has an adequate liquidity position. As of year-end 2016, the
company has about $135 million of unrestricted cash on its balance
sheet and Moody's expects it to remain slightly free cash flow
positive over the next 12-18 months. Talen's external sources of
liquidity include secured revolving credit facilities totaling
about $1.3 billion (just reduced from $1.4 billion), that terminate
in June 2020 and June 2022. Talen's nearest long-term debt
maturities include $400 million of notes due May 2018, and
approximately $1.2 billion due in July of 2019. As noted, Talen is
in the process of refinancing approximately $900 million of these
obligations with debt that will become due in 2022 and 2024.

Talen's current capital program does not require extensive use of
its credit facilities, and as of December 31, 2016, there were no
borrowings outstanding under the facility. In addition, Talen has a
$1.3 billion secured trading facility that can be used to satisfy
collateral posting needs, as of December 31, 2016 approximately $21
million was utilized. Talen's extended credit facility includes one
financial covenant, a maximum senior secured net leverage ratio of
4.25x (just reduced from 4.5x). The leverage covenant compares
Talen's secured recourse debt (which consists entirely of the
credit facility, the existing $600 million term loan, and the new
$400 million term loan) to consolidated EBITDA (as defined in the
agreement); as of December 31, 2016, Moody's estimates the covenant
ratio to be about 0.55x; pro-forma for the refinancing, Moody's
estimates the ratio would be about 1.1x. Draws under the credit
facility require representations of no material adverse change.

Financing Structure

All of Talen's secured term loan and revolving credit lenders
benefit from guarantees and first lien security interests from all
of Talen's material subsidiaries with the exception of the
gas-fired MACH Gen, LLC assets (Athens, Millennium and Harquahala)
acquired in late 2015. The existing $600 million secured term loan
amortizes 1% per annum and requires mandatory prepayments equal to
50% of excess cash flow when the senior secured leverage ratio is
greater than 3.25x; reducing to 25% of excess cash flow when the
ratio is greater than 2.25x and 0% when the ratio is less than
2.25x.

The new $400 million secured term loan will have an amortization
that escalates from 1.5% in year one to 3.5% in year seven, and in
years 1-4, will require mandatory repayments equal to 50% of excess
cash flow when the senior secured leverage ratio is greater than
3.0x. Post refinancing Moody's estimates the senior secured net
debt ratio would be about 1.1x. There are no financial covenants.
There are limitations on additional liens, but with significant
allowances and carve outs. For example incremental secured debt is
allowed as long as the total pro-forma amount of secured debt and
revolving credit facilities fit within a basket sized at 3x twelve
month trailing consolidated EBITDA (as defined in the agreement)
plus the greater of $300 million or 3% of consolidated total
assets. As of December 2016, the basket size is estimated at about
$3.2 billion, resulting in $1.2 billion of capacity. Post-closing
of the new term loan, the basket size would be reduced to about
$800 million.

The new guaranteed notes will be guaranteed by the subsidiaries
backing Talen's secured term loans and revolving credit facilities
(which exclude the MACH Gen, LLC entities) and which currently
provide guarantees to its $600 million 6.5% notes due 2025, as well
as about $231 million of outstanding Pennsylvania Economic
Development Financing Authority revenue bonds. Moody's views the
guaranteed debt as having a higher priority of payment, and better
recovery prospects, vis-a-vis the remaining unsecured obligations
in the event of a potential bankruptcy, and rank them accordingly
in the liability waterfall used in Moody's loss given default
framework. As a result, ratings of the guaranteed debt are higher
than the ratings of the unsecured unguaranteed bonds.

Talen's capital structure includes approximately $577 million of
non-recourse debt assumed at MACH Gen LLC. The debt is includes a
term loan with an approximate $469 million balance and a $108
million revolving credit balance and is secured by the 2.5 MW
gas-fired MACH Gen assets which are located in New England, New
York and Arizona. Following a Q4 2016 write-down, the book value of
the MACH Gen assets is approximately equivalent to the amount of
non-recourse debt outstanding. These assets are not expected to
contribute meaningful cash flow to Talen, Talen does not intend to
contribute additional capital to them, and they are not included in
the liability waterfall used in Moody's loss given default
framework.

Rating Outlook

The stable outlook considers the company's updated capital
structure and its ongoing cost savings efforts. The outlook
reflects Moody's expectation that over the near to medium term
Talen will demonstrate cash flow credit metrics that are
appropriate for the B1 CFR. For example, Moody's expects a ratio of
CFO pre-W/C to debt in the range of 10%, or 8% counting nuclear
fuel as a cash expense, and Moody's expects the company to remain
slightly free cash flow positive.

Factors that Could Lead to an Upgrade

It is not likely the corporate family rating would move upward over
the next 12-18 months. Longer term, if the ratio of CFO pre-W/C to
debt were to be maintained in the mid-teens, there could be upward
pressure on the rating.

Factors that Could Lead to a Downgrade

If there were to be an increase in leverage, operational
challenges, or declines in commodity prices such that Moody's would
expects the ratio of CFO pre-W/C to debt to remain below 7%, or the
company to remain free cash flow negative, there could be downward
pressure on Talen's corporate family rating. If there were to be
refinancings that replace unsecured debt with a material amount of
additional secured or guaranteed debt, there could be pressure on
the ratings of the secured or guaranteed notes.

Affirmations:

Issuer: Talen Energy Supply, LLC

-- Corporate Family Rating, Affirmed B1

-- Probability of Default Rating, Affirmed B1-PD

-- Speculative Grade Liquidity Rating, Affirmed SGL-2

-- Senior Secured Bank Credit Facility, Affirmed Ba1, LGD2

-- Senior Unsecured Regular Bond/Debenture, Affirmed B3, LGD5

Downgrades:

Issuer: Talen Energy Supply, LLC

-- Guaranteed Senior Unsecured Regular Bond/Debenture, Downgraded

    to B1, LGD3 from Ba3, LGD3

Issuer: Pennsylvania Economic Dev. Fin. Auth.

-- Guaranteed Senior Unsecured Revenue Bonds, Downgraded to B1,
    LGD3 from Ba3, LGD3

Assignments:

Issuer: Talen Energy Supply, LLC

-- Senior Secured Bank Credit Facility, Assigned Ba1, LGD2

-- Guaranteed Senior Unsecured Regular Bond/Debenture, Assigned
    B1, LGD3

Outlook Actions:

Issuer: Talen Energy Supply, LLC

-- Outlook, Remains Stable

Talen is an independent power producer with about 16 GW of
generating capacity. Talen Energy Corporation, headquartered in
Allentown, PA, is a privately owned holding company that owns 100%
of Talen and conducts all its business activities through Talen.


TALEN ENERGY: S&P Assigns 'BB' Rating on New $400MM Secured Loan
----------------------------------------------------------------
S&P Global Ratings, on March 30, 2017, said it has assigned its
'BB' issue-level rating to Talen Energy Supply LLC's new $400
million senior secured term loan due 2024 and its 'BB-' rating to
the company's $500 million guaranteed unsecured notes due 2022.
The recovery rating on the term loan is '1', reflecting S&P's
expectation of very high (90%-100%; rounded estimate: 95%) recovery
in the event of a default.  The recovery rating on the notes is
'2', reflecting S&P's expectation of substantial (70%-90%; rounded
estimate: 85%) recovery in the event of default.  S&P's 'B+' issuer
credit rating and negative rating outlook on Talen are unchanged.
S&P expects the company to use the issuance proceeds to pay down
maturities due in 2018 and 2019.

S&P recently revised its rating outlook on Talen to negative as a
result of headwinds facing the unregulated power industry.  S&P
also lowered its unsecured rating at that time based on weaker
recovery, stemming partially from an expectation of refinancing
with secured and guaranteed debt.  Talen Energy Corp. (the parent
of the issuer) is an independent power producer (IPP) that owns
about 16 gigawatts of generation, spread across five regional
transmission organizations, but it is largely concentrated in the
Pennsylvania-Jersey-Maryland Interconnection.  Like other IPPs, it
faces near-term risks around gas pricing and power demand growth,
both of which contributed to weaker-than-expected metrics in 2016.


Ratings List

Talen Energy Supply LLC
Issuer Credit Rating                     B+/Negative/--

New Rating

Talen Energy Supply LLC
$400 mil term loan B due 2024            BB
  Recovery rating                         1(95%)
$500 mil unsecured notes due 2022        BB-
  Recovery rating                         2(85%)


TALEN ENERGY: S&P Revises Outlook to Neg. & Affirms 'B+' ICR
------------------------------------------------------------
S&P Global Ratings, on March 29, 2017, said it revised its rating
outlook on Talen Energy Supply LLC to negative from stable and
affirmed its 'B+' issuer credit rating on the company.

S&P also lowered its issue-level rating on the company's unsecured,
nonguaranteed notes to 'B' from 'B+' and revised the recovery
rating on the notes to '5' from '4' (10%-30%; rounded estimate:
10%).  The '5' recovery rating reflects S&P's expectation of modest
(10%-30%; rounded estimate: 10%) recovery in the event of default.
The 'BB' issue-level rating and '1' recovery rating on the
company's secured debt are unchanged.  The '1' recovery rating
reflects S&P's expectation of very high (90%-100%; rounded
estimate: 95%) recovery in the event of default.  The 'BB-'
issue-level rating and '2' recovery rating on the guaranteed
unsecured obligations are unchanged.  The '2' recovery rating
reflects S&P's expectation of substantial (70%-90%; rounded
estimate: 85%) recovery in the event of default.

"Based on the current portfolio assets, we expect the enterprise
company to maintain adjusted debt to EBITDA at well over 5.5x
during the next two years, based on our assumptions about commodity
pricing and capital structure under the new ownership structure,"
said S&P Global Ratings credit analyst Michael Ferguson.  "We
anticipate some leverage reduction in 2018 as the company pursues
cost-cutting measures."

S&P could lower the ratings if debt to EBITDA remains elevated
during the next year and does not come below 5.5x in S&P's
forecast, or if free cash flow metrics decline more sharply than
expected.  This would likely stem from some combination of softer
energy markets brought on by lower gas prices and less robust
capacity markets in PJM, as well as weakened efficiency and
availability at key plants.  Further, unexpected debt issuances
could contribute to this effect.

While not likely over the next year, S&P could take positive
ratings action if financial measures improve, such that debt to
EBITDA remains consistently below 5x.  This would likely result
from an effort to reduce debt somewhat, as well as a more robust
and incentive-laden capacity market.  Given its high-performing
portfolio and wide geographic swath, Talen could be in a good
position to take advantage of such secular changes.


TERRACE MANOR: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Terrace Manor, LLC
        7605 Arlington Road, Suite 250
        Bethesda, MD 20814

Case No.: 17-00175

Nature of Business: The Debtor is a single asset real estate (as
                    defined in 11 U.S.C. Section 101(51B)).  Its
                    principal asset is located at 3341-3353 23rd
                    Street SE Washington, DC 20020.  Sanford
                    Capital, LLC, is the 100% owner of the
Company.

Chapter 11 Petition Date: March 30, 2017

Court: United States Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: Hon. Martin S. Teel, Jr.

Debtor's Counsel: Brent C. Strickland, Esq.
                  WHITEFORD, TAYLOR, & PRESTON L.L.P.
                  Seven Saint Paul Street
                  Baltimore, MD 21202-3324
                  Tel: (410) 347-8700
                  E-mail: bstrickland@wtplaw.com
             
                     - and -

                  Christopher A. Jones, Esq.
                  WHITEFORD, TAYLOR, & PRESTON L.L.P.
                  3190 Fairview Park Drive, Suite 300
                  Falls Church, Virginia 22042
                  Tel: 703.280.9263
                  Fax: 703.280.894
                  E-mail: cajones@wtplaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Carter A. Nowell, managing member of
Sanford Capital LLC.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/dcb17-00175.pdf


THRU INC: Seeks Interim Authorization on Cash Collateral Use
------------------------------------------------------------
Thru, Inc., seeks authorization from the U.S. Bankruptcy Court for
the Northern District of Texas for the interim use of cash
collateral to the extent necessary to avoid immediate and
irreparable harm to its estate.

Among other things, the Debtor has ongoing obligations to pay for
employee payroll and benefits, rent, insurance, and other expenses
necessary to continue the uninterrupted operation of its business.
Thus, it is essential that the Debtor immediately instill its
vendors, suppliers, service providers, and customers with
confidence in its ability to transition its business smoothly
through the chapter 11 process and to operate normally in that
environment.

Initially, the Debtor borrowed $615,000 from Lee Harrison, Eliza
Jayne McCoy, and Roderic Holliday-Smith, and prior to the Petition
Date, said Lenders provided the Debtor with two additional
advances: in the amounts of $100,000 and $150,000, respectively.

The Debtor believes that the Lenders claim an interest in various
types of the Debtor's property that would constitute cash
collateral, including revenue derived from the operation of its
business

To the extent of any diminution in the value of the Lenders'
interest in the cash collateral, the Debtor proposes to provide the
Lenders with replacement liens and security interest in all
collateral acquired by the Debtor after the Petition Date in the
same nature, extent, priority, and validity that the Lenders' liens
had on the Petition Date.

In addition, the Debtor proposes to provide the Lenders with
superpriority administrative expense claim to the extent the
Replacement Liens are insufficient to provide adequate protection
against the diminution in value of the Lenders' interest in any
collateral resulting from the Debtor's use of cash collateral.

A full-text copy of the Debtor's Motion, dated March 24, 2017, is
available at https://is.gd/cuKYOU

                        About Thru, Inc.

Thru, Inc. -- http://www.thruinc.com/-- provides enterprise file
sharing and collaboration to help organizations exchange large
files and content securely across the globe.  Thru, Inc., has
strategic partnerships with Rackspace, Microsoft, Salesforce,
VMware, IBM, Cleo, Servcorp, Symantec, HCL, and Citrix.  The
company was formerly known as Rumble Group and changed its name to
Thru, Inc. in February 2006.  Thru, Inc. was founded in 2002 and is
based in Irving, Texas with additional offices in San Jose,
California; Sydney, Australia; and London, United Kingdom.

On March 8, 2017, the U.S. District Court for the Northern District
of California entered an order awarding $2.3 million in attorney's
fees in favor of Dropbox, Inc., arising from litigation between the
Debtor and Dropbox that was commenced in 2015.

To preserve the value of its assets and restructure its financial
affairs following entry of that judgment, Thru, Inc., filed a
Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-31034) on March
22, 2017.  The petition was signed by Lee Harrison, CEO.  At the
time of filing, the Debtor had assets and liabilities estimated at
$1 million to $10 million.

Judge Stacey G. Jernigan is the case judge.

Keith Miles Aurzada, Esq., and Michael P. Cooley, Esq. at

Bryan Cave LLP, is serving as bankruptcy counsel to the Debtor,
with Keith Miles Aurzada, Esq., and Michael P. Cooley, Esq.,
leading the engagement.

An official committee of unsecured creditors has not been appointed
in the case, and no trustee or examiner has been requested or
appointed in the case.


TWIN PONDS: Taps Drescher & Associates as Legal Counsel
-------------------------------------------------------
Twin Ponds Duck Club, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Maryland to hire legal counsel in
connection with its Chapter 11 case.

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

Ronald Drescher, Esq., the attorney designated to represent the
Debtor, will charge an hourly rate of $350.

Mr. Drescher, president of Drescher & Associates, disclosed in a
court filing that his firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Ronald J. Drescher, Esq.
     Drescher & Associates, P.A.
     4 Reservoir Circle, Suite 107
     Baltimore, MD 21208
     Phone: (410) 484-9000
     Fax: (410) 484-8120
     Email: rondrescher@drescherlaw.com

                   About Twin Ponds Duck Club

Based in Centreville, Maryland, Twin Ponds Duck Club Inc., a
manufacturer of Kayak Dock, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Md. Case No. 17-14275) on March 28,
2017.  The petition was signed by Abram G. Hopper III, president.


The case is assigned to Judge Thomas J. Catliota.

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


ULTIMATE AVT: To Pay Unsecureds $500 Per Month for Five Years
-------------------------------------------------------------
Ultimate AVT, Inc., filed with the U.S. Bankruptcy Court for the
Northern District of Texas a disclosure statement dated March 22,
2017, referring to the Debtor's plan of reorganization.

Class 6 Allowed Unsecured Claims are impaired.  The allowed claims
of unsecured creditors will share pro rata in the unsecured
creditor's pool.  The Debtor will pay $500 per month for a period
of 60 months into the Unsecured Creditors Pool.  The Unsecured
Creditors will be paid quarterly on the last day of each calendar
quarter.  Payments to the Unsecured Creditors will commence on the
last day of the first full calendar quarter after the Effective
Date.  The Class 6 creditors are impaired under this Plan.

The Debtor anticipates using the on-going business income of the
Debtor to fund the Plan.  All payments under the Plan will be made
through the disbursing agent.

The Disclosure Statement is available at:

            http://bankrupt.com/misc/txnb16-34140-39.pdf

                        About Ultimate AVT

Ultimate AVT, Inc., is a Texas corporation which operates an audio
visual company in Dallas, Texas.

The Debtor filed a voluntary Chapter 11 petition (Bankr. N.D. Tex.
Case No. 16-34140) on Oct. 25, 2016.  The petition was signed by
Wes Weisheit, president.  The Debtor is represented by Eric A.
Liepins, Esq., at Eric A. Liepins, P.C.  The Debtor estimated
assets at $100,001 to $500,000 and liabilities at $500,001 to $1
million at the time of the filing.


USI INC: S&P Affirms 'B' Longterm Counterparty Credit Rating
------------------------------------------------------------
S&P Global Ratings said that it has affirmed its 'B' long-term
counterparty credit rating on USI Inc. and removed it from
CreditWatch Negative, where S&P placed it March 17, 2017, following
the announced investment by KKR & Co. L.P. (KKR) and Caisse de
depot et placement du Quebec (CDPQ), a Canadian pension fund.

At the same time, S&P assigned its 'B' debt rating with a '3 (55%)'
recovery rating--indicating S&P's expectation for meaningful
recovery of principal in the event of a default -- to the company's
proposed senior secured facilities consisting of a $1.795 billion
term loan due 2024 and a $200 million revolver due 2022 (to be
undrawn at close).  S&P has also assigned its 'CCC+' debt rating
with a '6 (0%)' recovery rating -- indicating S&P's expectation for
negligible recovery of principal in the event of a default -- to
USI's proposed $705 million senior unsecured notes due 2025.

"The rating actions reflect our belief that, although the proposed
recapitalization under KKR and CDPQ results in moderately weaker
credit metrics, USI's sustained competitive position and relatively
stable earnings and cash-flow generating capacity will enable it to
carry the increased debt load and modestly delever through next
year," said S&P Global Ratings credit analyst Joseph Marinucci.

S&P assesses USI's financial profile as highly leveraged, as
reflected by its credit metrics.  S&P believes this is due to its
very aggressive financial policy stemming from meaningful private
equity ownership under its new sponsors.  Following the
transaction, KKR and CDPQ will have an approximate 80% (collective
and equal) equity stake in USI, with management and employees
accounting for its remaining ownership.

Following the proposed debt issuance, USI's credit quality will
deteriorate somewhat, as the investment is being funded through
$2.5 billion in new debt (with $1.9 billion of existing debt being
retired) and an equity contribution of $1.9 billion from KKR and
CDPQ.  As a result of the increased debt load, S&P's adjusted total
debt-to-EBITDA ratio for year-end 2016, pro forma for the
transaction, weakens to 8.5x (8.4x including annualized earnings
from acquisitions closed in 2016) from 6.6x before the transaction
(6.5x including annualized acquisitions).

"However, mitigating the credit deterioration, we believe sustained
performance strength will enable USI to absorb the incremental debt
and will facilitate modest delevering through next year.  USI has
previously demonstrated a capacity and willingness to delever, most
recently after the buy-out by Onex Corp. in December 2012," Mr.
Marinucci continued.

The stable outlook on USI reflects S&P's expectation that it will
maintain its competitive position and achieve modest revenue growth
from a combination of sustained organic growth and modest
acquisition activity.  S&P expects adjusted EBITDA margins to be
28%-30% with financial leverage (pro forma for annualized
acquisitions closed) of 7.5x-8.0x and EBITDA coverage of 2.0x-2.5x
through 2018.

S&P could lower the rating within the next 12 months if organic
growth and cash-flow generation were to deteriorate via margin
compression, indicating strained strategic execution, raising the
risk of an unfavorable combination of higher-than-expected
financial leverage (above 8.5x) and weaker-than-expected EBITDA
coverage (about 2x).

"Although unlikely, we could raise the rating in connection with
improved competitive positioning stemming from enhanced scale,
scope, and diversity relative to peers', or if USI were to adopt a
somewhat less-aggressive financial profile -- with financial
leverage of less than 6x and EBITDA coverage of 3x-4x -- that we
consider sustainable," Mr. Marinucci added.


VALEANT PHARMACEUTICALS: Moody's Affirms B3 CFR, Outlook Negative
-----------------------------------------------------------------
Moody's Investors Service raised the Speculative Grade Liquidity
Rating of Valeant Pharmaceuticals International, Inc. to SGL-2 from
SGL-3. At the same time, Moody's affirmed Valeant's existing
ratings, including the B3 Corporate Family Rating, B3-PD
Probability of Default Rating, Ba3 (LGD 2) senior secured rating,
Caa1 (LGD 5) senior unsecured rating. The rating outlook remains
negative.

Rating raised:

Valeant Pharmaceuticals International, Inc.:

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

Ratings affirmed:

Valeant Pharmaceuticals International, Inc.:

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

Senior secured bank credit facilities at Ba3 (LGD 2)

Senior secured notes at Ba3 (LGD 2)

Senior unsecured notes at Caa1 (LGD 5)

Valeant Pharmaceuticals International:

Senior unsecured notes at Caa1 (LGD 5)

VRX Escrow Corp. (obligations assumed by Valeant Pharmaceuticals
International, Inc.):

Senior unsecured notes at Caa1 (LGD 5)

Outlook actions:

Valeant Pharmaceuticals International, Inc.:

The outlook remains negative.

Valeant Pharmaceuticals International:

The outlook remains negative.

RATINGS RATIONALE

Valeant's B3 Corporate Family Rating reflects the company's very
high financial leverage with gross debt/EBITDA above 7.0 times, and
significant challenges in restoring organic growth. Valeant faces
significant revenue erosion in the year ahead stemming from patent
expirations, and other business lines face continuing pricing
pressure and weak volume growth. Valeant also faces considerable
uncertainty related to government investigations and other legal
matters. High financial leverage creates refinancing risk, although
Valeant does not face large maturities until 2020.

The ratings are supported by Valeant's good scale in the global
pharmaceutical industry with approximately $9 billion of revenue,
strong product diversity, high profit margins, and good cash flow.
In addition, the ratings are supported by management's commitment
to reduce debt/EBITDA, using excess cash flow for debt repayment.
The rating also reflects Valeant's good margins despite erosion in
its net pricing levels, and its global presence with well-respected
brands including Bausch & Lomb. The largest driver of near term
declining revenues is patent expirations. However this impact will
moderate significantly in 2018 and 2019, creating the potential for
greater stability in Valeant's core businesses. New product
launches will also help provide future stability.

The SGL-2 Speculative Grade Liquidity rating reflects good
liquidity based on good free cash flow, limited near-term debt
amortization and maturities, and capacity under the revolver.
Moody's estimates that Valeant's cash flow from operations before
unusual items will exceed $1.5 billion annually over the next 12 to
18 months, providing cash flow for term loan amortization and
discretionary debt repayment. However, substantial legal matters
remain unresolved, creating the potential for cash outflows that
cannot be quantified. The only substantial upcoming debt maturity
is $500 million of senior unsecured notes due in August 2018.
Moody's anticipates that Valeant will have good available capacity
under its revolving credit agreement and good cushion under the
financial maintenance covenants of the revolving credit facility.

The rating outlook is negative, reflecting the combination of very
high financial leverage, uncertainty about the company's ability to
stabilize operating trends, and unresolved legal exposures. Without
greater progress in the turnaround, these factors will limit access
to the capital markets, which will eventually be required to
refinance bond maturities.

Factors that could lead to a downgrade include: significant
reductions in pricing or utilization trends, escalation of legal
issues or large litigation-related cash outflows, or a
deterioration in liquidity. Sustaining debt/EBITDA above 7.5 times,
or pursuing asset divestitures that leave the company with higher
financial leverage and a weaker business profile could also result
in a downgrade.

Conversely, factors that could lead to an upgrade include restoring
credibility through solid performance and underlying growth,
reducing debt with free cash flow, making progress at resolving
legal issues, and sustaining debt/EBITDA below 6.0 times.

Headquartered in Laval, Quebec, Valeant Pharmaceuticals
International, Inc. is a global specialty pharmaceutical company
with expertise including branded dermatology, gastrointestinal
disorders, eye health, neurology, branded generics and OTC
products. Valeant reported approximately $9.7 billion in total
revenue in 2016.


VANITY SHOP: Committee Taps BGA Management as Financial Advisor
---------------------------------------------------------------
The official committee of unsecured creditors of Vanity Shop of
Grand Forks, Inc. seeks approval from the U.S. Bankruptcy Court for
the District of North Dakota to hire a financial advisor.

The committee proposes to hire BGA Management, LLC to provide these
services:

     (a) work with the committee's legal counsel to review the
         liquidation procedures;

     (b) if requested by the legal counsel, analyze whether other
         assets or claims exist to maximize value for general
         unsecured claimants;

     (c) review the Debtor's budget, operating or liquidation
         plan, and actual execution to ensure that excess         

         expenditures are not being made that would reduce
         potential recoveries for creditors;

     (d) liaise with the Debtor's management and professionals
         regarding the status of their work, the interim
         performance of the Debtor, the liquidation process, and
         the credibility of the Debtor's assumptions;

     (e) assess options for a rapid exit from bankruptcy, reducing
         administrative expenses, and maximizing returns for
         creditors;

     (f) conduct analysis with respect to the Debtor's capital     
    
         structure; and

     (g) report findings and analysis to the committee and its
         legal counsel.

The hourly rates charged by the firm range from $375 to $525.  The
professionals expected to provide the services and their rates per
hour are:

     Brock Kline        $375
     David Burke        $395
     Alex Smith         $395
     Chris Tomas        $415
     Michael Knight     $525  

Michael Knight, president of BGA Management, disclosed in a court
filing that his firm conducted a conflict check and determined that
no conflict exists between the firm and any of the Debtor's
creditors.

The firm can be reached through:

     Michael Knight
     BGA Management, LLC
     dba Alliance Management
     601 Carlson Parkway
     Carlson Towers, Suite 110
     Minneapolis, MN 55305
     Phone: 952-475-2225
     Fax: 952-475-2224

                 About Vanity Shop of Grand Forks

Based in Fargo, North Dakota, Vanity Shop of Grand Forks, Inc.
filed a Chapter 11 petition (Bankr. D.N.D. Case No. 17-30112) on
March 1, 2017.  The petition was signed by James Bennett,
chairman.

of the Board of Directors.  The Hon. Shon Hastings presides over
the case.  In its petition, the Debtor estimated $50,000 to
$100,000 in assets and $10 million to $50 million in liabilities.

Caren Stanley, Esq., at Vogel Law Firm, serves as bankruptcy
counsel.

On March 10, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee hired Fox
Rothschild LLP as bankruptcy counsel.


VISTA CHARTER: S&P Raises Rating to BB+ on Application of Criteria
------------------------------------------------------------------
S&P Global Ratings raised its long-term rating to 'BB+' from 'BB'
on the California Municipal Finance Authority's series 2014
(tax-exempt) charter school lease revenue bonds, issued for Vista
Charter Middle School.  The outlook is stable.

"We raised the rating based on the U.S. Not-for-Profit Charter
Schools methodology, which was published on Jan. 3, 2017, on
RatingsDirect," said S&P Global Ratings credit analyst James
Gallardo.

Based on the group rating methodology, released Nov. 19, 2013, the
rating analysis encompasses the entire Vista Public Charter Schools
Inc. (VPCSI) organization.  The 'BB+' rating is based on our group
credit profile on VPCSI ('bb+') and S&P's view that Vista Charter
Middle School, the obligated school supporting the bonds, is "core"
to the organization.  The obligated school constitutes the majority
of assets, revenue, and enrollment of VPCSI.  Given the obligated
school's core status, the rating is equal to that on the group
credit profile.  The rating applies only to the bonds and not to
VPCSI as an organization.

"We assessed VPCSI's financial profile as adequate, with positive
operations, improving maximum annual debt service (MADS) coverage,
a solid cash position for the rating category, and a manageable
debt burden.  We assessed VPCSI's enterprise profile as adequate,
characterized by sound demand with growing enrollment, healthy
student retention, a modest wait list, and weak academics.
Combined, we believe these credit factors lead to an indicative
standalone credit profile of 'bbb-'.  In our opinion, the 'BB+'
rating better reflects VPCSI's historically weak financial profile,
which has only recently grown to levels acceptable for the current
rating.  We also believe the organization's plans to expand add
some uncertainty to the credit in the near term," S&P noted.


VISTA ENVIRONMENTAL: Core Down Buying Geoprobe for $75K
-------------------------------------------------------
Vista Environmental, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Virginia to authorize the sale of Geoprobe
Model 7822DT Soil Probing Unit serial number Z112766T7822, Geoprobe
Model GH64 Hammer serial number 1323, Tethered & Wireless Remote,
GA4000 Two Speed Auger Head serial number 42452724, V2403 Engine
serial number AY1579, and Pump serial number 42445272 ("Geoprobe")
to Core Down Drilling, LLC, for $75,000.

The Debtor owns the Geoprobe.

Branch Banking and Trust Co. ("BB&T") has a valid lien on the
Geoprobe by way of a properly filed and recorded Uniform Commercial
Code Financing Statement ("Geoprobe Lien"), filed with the
Commonwealth of Virginia State Corporation Commission ("VaSCC") on
Dec. 15, 2011 at 10:15 a.m., file number 11-12-15-3841-4.  The
Geoprobe Lien is the basis for BB&T's proof of claim 4, filed on
May 18, 2016.

BB&T also has valid lien on any proceeds generated by the sale of
the Geoprobe by way of a properly filed and recorded Uniform
Commercial Code Financing Statement ("Floating Lien"), filed with
the VaSCC on Oct. 24, 2011 at 10:32 a.m. file number
11-10-24-3823-1.  The Floating Lien is the basis for BB&T's proof
of claim 3, filed May 18, 2016.

The Debtor has marketed the Geoprobe for sale nationally by way of
the Internet.  The Debtor received multiple indications of
interest, and the Purchaser's offer was, in the business judgment
of the Debtor, the best and most profitable.  The Agreement
provides for no expenses to be paid as condition of the sale, and
upon approval of the Court, the Debtor and Purchaser will
consummate the sale, and all proceeds of the same will be paid to
BB&T in full satisfaction of the Geoprobe Lien and partial
satisfaction of the Floating Lien.  The Debtor will not retain any
proceeds of the sale of the Geoprobe.

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

     http://bankrupt.com/misc/Vista_Environmental_74_Sales.pdf

The Debtor has determined that a sale of the Geoprobe pursuant to
the Agreement will enable the Debtor to obtain the most
consideration possible for the Geoprobe, for the benefit of
creditors and the estate.  The Debtor, therefore, has sound
business reasons for embarking upon a sale of the Geoprobe.
Accordingly, the Debtor asks the Court to approve the sale of
Geoprobe to the Buyer on "as is, where is" basis, free and clear of
liens, claims, and interests.

To maximize the value received for the Geoprobe, the Debtor has
been asked to close the proposed sale as soon as possible, subject
to the terms of the Agreement and the closing conditions (if any).
Accordingly, the Debtor asks that the Court waives the 14-day stay
period under Bankruptcy Rule 6004(h); or, in the lesser
alternative, if an objection to the sale is filed and overruled by
the Court, reduce the stay period to the minimum amount of time
needed by the objecting party to seek a stay pending appeal.

The Purchaser can be reached at:

           CORE DOWN DRILLING, LLC
           P.O. Box 763
           Brewster, NY 10509

                    About Vista Environmental

Vista Environmental, Inc., sought protection under Chapter 11 of
the
Bankruptcy Code (Bankr. E.D. Va. Case No. 16-32366) on May 10,
2016.  The Debtor is represented by Paula S. Beran, Esq., at
Tavenner & Beran, PLC.


WESTERN AUTO: Allowed to Continue Using Cash Until July 2017
------------------------------------------------------------
Judge Jim D. Pappas of the U.S. Bankruptcy Court for the District
of Idaho authorized Western Auto Sales, LLC, to continue using cash
collateral through the end of July 2017.

Automotive Finance Corporation, NextGear Capital, Inc., and
Westlake Flooring Co., LLC were identified as the Secured
Creditors.

The Debtor will continue to maintain a separate cash collateral
bank account for each of the Secured Creditors into which the
Debtor will deposit only proceeds derived from the sale or
disposition of vehicles financed by the particular Secured
Creditor.

The Debtor is authorized to withdraw funds in the Adequate
Protection Accounts to deposit in the General Debtor-in-possession
operating bank account and use such funds only in accordance with
the terms of the Order and the Budget.

The approved Budget shows total operating expenses of approximately
$211,306 for the month of March 2017, $207,768 for the month of
April 2017, $75,968 for the month of May 2017, $23,843 for the
month of June 2017, and $9,250 for the month of July 2017.

Judge Pappas directed the Debtor keep each Secured Creditors'
collateral insured at all times under the same terms and conditions
as set forth in the respective Secured Creditors' loan documents.

Each Secured Creditor may inspect its collateral and all documents
related thereto and the Debtor's premises during regular business
hours without notice to the Debtor or its counsel.

The Debtor will provide the Secured Creditors with these forms of
adequate protection:

   (a) By the end of each month, and until each secured claim is
paid in full, the Debtor will tender to the Secured Creditors the
minimum amount of $10,000 to be shared by each creditor, as
follows: (i) Nextgear Capital - $6,034;  Automotive Finance -
$2,906; and Westlake Flooring - $1,061. The Debtor will have the
discretion to increase this amount up to $20,000;

   (b) The Debtor may sell any secured vehicle for an amount
sufficient to pay the respective Secured Creditor the full amount
owing on that vehicle as of the date of sale as indicated in the
records of the Secured Creditor. Absent written permission from the
Secured Creditor, the Debtor may not sell a Secured Vehicle for
less than the Payoff Amount, and the Debtor may not dispose of any
Secured Vehicle through trade;

   (c) Upon receipt of proceeds from the sale of any Secured
Vehicle, the Debtor will deposit all proceeds from the sale of each
Secured Vehicle into the respective Secured Creditor's Adequate
Protection Account;

   (d) The Debtor will remit to the respective Secured Creditor the
Payoff Amount within 24 hours of the receipt of the proceeds from
the sale of any Secured Vehicle.  The Debtor will be entitled to
use all proceeds over and above the Payoff Amount for ordinary
operating expenses in accordance with the terms of the Order and
pursuant to the budget;

   (e) Upon the sale of a Secured Vehicle, the Debtor will provide
written documentation to the respective Secured Creditor that
verifies the final sale of such vehicle, and the title to the
vehicle.  The Secured Creditors will retain all vehicle titles
until such time as the Debtor pays for Secured Vehicles in
accordance with the terms of the Order.

   (f) The Debtor will not allow any Secured Vehicle to leave the
Debtor's business premises, other than for routine maintenance and
test-drives during normal business hours, until receipt of title
from the respective Secured Creditor.

A full-text copy of the Order, dated March 23, 2017, is available
at https://is.gd/Rian1b

                 About Western Auto Sales

Western Auto Sales, LLC, filed a Chapter 11 petition (Bankr. D.
Idaho Case No. 16-01375) on Oct. 25, 2016.  The petition was signed
by Todd Martell, managing member.  The case is assigned to Judge
Jim D. Pappas.  At the time of filing, the Debtor estimated assets
at $1 million to $10 million and liabilities at $500,000 to $1
million.  The Debtor's counsel is Jeffrey Philip Kaufman, Esq., at
the Law Offices of D. Blair Clark PC.


WESTMORELAND COAL: Gets $52M Early Repayment of Genesee Receivable
------------------------------------------------------------------
Westmoreland Coal Company announced that Capital Power,
Westmoreland's joint-venture partner in the Genesee Mine, has paid
Westmoreland $52 million, representing an accelerated repayment of
all receivables that would otherwise have been due with respect to
capital expenditures during the term of the joint venture
arrangement.

"The early repayment of this receivable is a positive for us.  We
have the opportunity to deploy this cash strategically as part of
our goal to improve liquidity and lower our leverage, and it
provides greater protection with respect to the risks presented by
Alberta's recent decisions regarding coal use.  With this payment,
we have fully recovered our capital investments at the mine," said
Kevin Paprzycki, Westmoreland's chief executive officer.

In operating the Genesee Mine, Westmoreland initially made 50% of
the capital expenditures and was subsequently reimbursed over time
by Capital Power.  Westmoreland also charges a contract mining fee
to run the operations.  While the receivable for capital
expenditures has been paid in full early, Westmoreland will
continue to receive the contract mining fees of between $2 million
to $3 million annually until the projected termination of
operations at the mine in 2030.  Going forward, Capital Power will
be solely responsible for capital expenditures at the mine.

             About Westmoreland Coal Company

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest        

independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland reported a net loss applicable to common shareholders
of $203 million on $1.41 billion of revenues for the year ended
Dec. 31, 2015, compared to a net loss applicable to common
shareholders of $173 million on $1.11 billion of revenues for
the year ended Dec. 31, 2014.  As of Sept. 30, 2016, Westmoreland
Coal had $1.71 billion in total assets, $2.30 billion in total
liabilities and a total deficit of $581.2 million.

                          *     *     *

Moody's Investors Service at the end of February 2016 downgraded
the ratings of Westmoreland, including its corporate family rating
to 'Caa1' from 'B3'.

Standard & Poor's Ratings Services in March 2016 affirmed its 'B'
corporate credit rating on Westmoreland and revised the rating
outlook to "negative" from "stable".  "The negative outlook
reflects weaker-than-expected liquidity as a result of a
combination of exposure to a lower price environment and
difficult-to-secure favorable new volume commitments," said
Standard & Poor's credit analyst Vania Dimova.


WESTMORELAND COAL: Reports $393M Revenues for Fourth Quarter
------------------------------------------------------------
Westmoreland Coal Company reported its fourth quarter and full year
2016 financial results and provided its 2017 guidance.

2016 Results and Highlights:

Fourth Quarter:

   * Revenues of $392.7 million from 15.0 million tons sold

   * Net loss applicable to common shareholders of $7.6 million,
     or $0.41 per share

   * Record high quarterly adjusted EBITDA of $89.1 million

Full Year:

   * Revenues of $1.5 billion from 54.7 million tons sold

   * Net loss applicable to common shareholders of $27.1 million,
     or $1.47 per share, including a tax benefit

   * Record high annual adjusted EBITDA of $271.9 million

   * Cash flow provided by operating activities of $151.9 million

   * Higher-than-expected free cash flow of $112.6 million

Westmoreland's chief executive officer, Kevin Paprzycki, commented,
"During 2016, we delivered on our two main commitments of
maximizing free cash flow generation and reducing our debt
position, which we achieved while reporting record adjusted EBITDA
and free cash flow.  This is a direct result of the resiliency of
our business model and outstanding performance by our operators,
despite an otherwise challenging market environment.  We also took
steps to significantly reduce the cash burn from our non-core
assets, Coal Valley and ROVA, and to position them such that we are
more aggressively pursuing strategic alternatives.  As we look
toward 2017, we remain focused on maximizing cash generation and
strengthening our balance sheet, supported, in part, by the recent
Capital Power prepayment, which provides additional financial
flexibility to pursue our goals."

Consolidated and Segment Results

Consolidated adjusted EBITDA for the fourth quarter was $89.1
million, an increase of 51% when compared with the fourth quarter
of 2015. Consolidated adjusted EBITDA for 2016 was $271.9 million,
an increase of 22% when compared to 2015.  The acquisition of San
Juan in the Coal - U.S. segment in early 2016 contributed
meaningfully to an increase in consolidated adjusted EBITDA for
both the fourth quarter and full year 2016.  Increased revenue
within the Coal - U.S. segment and solid execution on cost savings
initiatives throughout the business, particularly within the Coal -
U.S. and Coal - WMLP segments, also drove higher adjusted EBITDA in
the fourth quarter and full year 2016.  This was offset somewhat by
lower net loan and lease receivable activity in the Coal - Canada
segment. The restatement, described below, added consolidated
adjusted EBITDA of $6.1 million to the full year 2016.

Cash Flow and Liquidity

Westmoreland's free cash flow for 2016 was $112.6 million, driven
by record adjusted EBITDA and successful working capital
initiatives.  Working capital added $30.1 million to free cash flow
in 2016, of which $13.0 million was the direct result of the supply
chain team's focus on inventory management.  Also benefiting
working capital was the timing of payables.

Free cash flow is the net of cash flow provided by operations of
$151.9 million, less capital expenditures of $46.1 million, plus
net cash collected under certain contracts for loan and lease
receivables of $6.8 million.  Included in cash flow provided by
operations were cash uses for interest expense of $96.3 million and
$32.5 million for asset retirement obligations.

During the year, Westmoreland added $37.1 million to its cash
balances to end the year with cash on hand of $60.1 million.  This
cash increase was driven by free cash flow generation of $112.6
million; borrowings, net of repayments, of $49.9 million; and
proceeds from asset sales of $7.7 million; partially offset by cash
used for debt issuance of $8.8 million and net cash used to
purchase San Juan of $121.0 million.

Gross debt plus capital lease obligations at Dec. 31, 2016, totaled
$1.1 billion.  During 2016, repayments of long-term debt totaled
$70.4 million.  There was $36.3 million available to draw, net of
letters of credit, on Westmoreland's revolving credit facility at
Dec. 31, 2016.

Restatement

On Feb. 24, 2017, Westmoreland announced that it would restate its
previously issued financial statements as a result of changes in
accounting for its customer reclamation receivables. Westmoreland's
2016 Form 10-K contains restated consolidated financial statements
for the years ended Dec. 31, 2015, and 2014, and all interim
periods during 2016 and 2015.

2017 Full Year Guidance

Westmoreland's 2017 Outlook is provided in the table below.

Commenting on the outlook for 2017, Mr. Paprzycki said, "Our 2017
outlook is similar to our 2016 expected performance as our
resilient business model continues to yield consistent, predictable
results."

Key year-over-year changes impacting guidance include:

  * Of the total $52 million payment related to the Genesee Mine,
    as announced previously, approximately $40 million is
    incremental to adjusted EBITDA and free cash flow in 2017
    compared to the amount Westmoreland expected to receive in the

    normal course of business during 2017.

  * Contract expirations (Jewett and Beulah), continued market
    softness in Ohio, a planned extended outage at a key customer,

    and a conservative view on weather resulting from the warm
    winter season thus far in 2017, are also expected to impact
    adjusted EBITDA, free cash flow and coal tons sold.

  * Westmoreland expects to generate strong cash flow again this
    year.  In addition to the payment from Capital Power, free
    cash flow is expected to benefit from positive working capital

    and breakeven cash flow at Coal Valley.  Westmoreland also
    expects to receive nearly $10 million from the release of ROVA

    cash collateral, which is not part of the free cash flow
    calculation, but is available for use in de-levering and other

    corporate purposes.

               Guidance Summary                2017
               ================                ====             
                Coal tons sold         40 - 50 million tons
                Adjusted EBITDA        $280 - $310 million
                Free cash flow         $115 - $140 million
            Capital expenditures         $40 - $50 million  
                Cash interest       Approximately $95 million

Notes

Westmoreland presents certain non-GAAP financial measures including
adjusted EBITDA and free cash flow that management believes provide
meaningful supplemental information and provide meaningful
comparability to prior periods.  Reconciliations of non-GAAP to
GAAP measures are presented in the accompanying tables.

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

                     https://is.gd/J9KClp

                About Westmoreland Coal Company

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest        

independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland reported a net loss applicable to common shareholders
of $203 million on $1.41 billion of revenues for the year ended
Dec. 31, 2015, compared to a net loss applicable to common
shareholders of $173 million on $1.11 billion of revenues for
the year ended Dec. 31, 2014.  As of Sept. 30, 2016, Westmoreland
Coal had $1.71 billion in total assets, $2.30 billion in total
liabilities and a total deficit of $581.2 million.

                          *     *     *

Moody's Investors Service at the end of February 2016 downgraded
the ratings of Westmoreland, including its corporate family rating
to 'Caa1' from 'B3'.

Standard & Poor's Ratings Services in March 2016 affirmed its 'B'
corporate credit rating on Westmoreland and revised the rating
outlook to "negative" from "stable".  "The negative outlook
reflects weaker-than-expected liquidity as a result of a
combination of exposure to a lower price environment and
difficult-to-secure favorable new volume commitments," said
Standard & Poor's credit analyst Vania Dimova.


WESTMORELAND COAL: S&P Cuts CCR to CCC+ on Capital Structure
------------------------------------------------------------
S&P Global Ratings said it lowered its corporate credit rating on
Englewood, Colo.–based Westmoreland Coal Co. to 'CCC+' from 'B'.
The outlook is negative.

S&P views Englewood, Colo.–based Westmoreland Coal Co.'s capital
structure to be unsustainable in the long term without a
significant boost in coal prices and volumes over the next year.
S&P do not believe that the company has sufficient sources of
liquidity from its operations and its revolving credit facility to
repay its $306 million (currently outstanding) term loan due
December 2018 (issued by Oxford Mining Co. LLC, the issuer under
its limited partnership).

At the same time, S&P lowered its issue-level rating on Oxford's
first-lien term loan to 'CCC+' from 'B'.  The recovery rating on
the loan is unchanged at '3', indicating S&P's expectation of
meaningful (50% to 70%, rounded estimate: 65%) recovery to
creditors in the event of a payment default.  S&P is also lowering
the rating on Westmoreland Coal's first-lien term loan and 8.75%
senior secured notes to 'CCC+' from 'B'.  The recovery rating on
the debt is unchanged at '4', indicating S&P's expectation of
average (30% to 50%, rounded estimate: 35%) recovery to creditors
in the event of a payment default.

"The negative outlook reflects increased refinancing risk
associated with the $295 million term loan ($306 million currently
outstanding) due in December 2018," said S&P Global Ratings credit
analyst Vania Dimova.  "Given the difficult operating environment,
cash flow drag from noncore assets, and expiring contracts, this
could lead to a distressed exchange or restructuring in the next 12
months."

S&P would lower its rating on Westmoreland in the next year or so
if the company pursues a distressed exchange or restructuring.  S&P
would also lower its rating if the company breaches its covenant
and or its term loan facility becomes current.

S&P would likely only consider a positive rating action if the
company refinanced its 2018 maturities, which S&P believes would be
consistent with sustainably improved operating cash flows and
profitability.


WILKINSON FLOOR: Bank 34 Wants to Ban Cash Collateral Use
---------------------------------------------------------
Bank 34 tells the U.S. Bankruptcy Court in Arizona that it does not
consent to Wilkinson Floor Covering, Inc.'s use of its cash
collateral and withdraws any consent to use any such cash
collateral that may have been previously given to Debtor.

Bank 34 a secured creditor and party-in-interest in the Debtor's
Chapter 11 case.

Bank 34 also demands that all cash collateral be turned over to
Bank 34 or sequestered subject to further order of the Court or a
written agreement between the parties.

Bank 34 is represented by:

          Jody A. Corrales, Esq.
          DECONCINI MCDONALD YETWIN & LACY, P.C.
          2525 East Broadway Blvd., Suite 200
          Tucson, AZ 85716-5300
          Telephone: (520) 322-5000
          Facsimile: (520) 322-5585
          E-mail: jcorrales@dmyl.com

               About Wilkinson Floor Covering

Wilkinson Floor Covering, Inc. sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Ariz. Case No. 17-01228) on Feb.
9, 2017.  The petition was signed by Stephen E. Wilkinson,
president.  At the time of the filing, the Debtor estimated assets
of less than $50,000 and liabilities of $1 million to $10 million.

The case is assigned to Judge Eddward P. Ballinger Jr.  

The Debtor engaged Blake D. Gunn, Esq. at the Law Office of Blake
D. Gunn, as counsel.


YOGI CARPET: Gets Court Approval of Plan to Exit Bankruptcy
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
approved the plan of Yogi Carpet & Tile Inc. to exit Chapter 11
protection.

In the same filing, the court also gave final approval to the
disclosure statement, which explains the company's restructuring
plan.  

Under the plan, general unsecured creditors will receive annual
payments under the cash flow note, and 50% of the net proceeds of
any causes of action after administrative expenses and professional
fees are paid.

General unsecured creditors will also receive guaranteed pro rata
quarterly payments of $1,500 for five years after the plan takes
effect.

Funds generated from operations through the effective date will be
used for payments under the plan.  However, Yogi Carpet's cash on
hand as of confirmation will be available for payment of
administrative claims, according to court filings.

A copy of the March 20 order and the Chapter 11 plan is available
for free at https://is.gd/9oUd43

                 About Yogi Carpet & Tile Inc.

Yogi Carpet & Tile, Inc. is a family-owned and operated flooring
business formed in June, 1995.  The Debtor owns and operates a
22,000 square foot flooring showroom at: 7309 E. Colonial Drive,
Orlando, Florida 32807 and offers a wide selection of wood, tile
and laminate flooring and carpet.

Yogi Carpet & Tile Inc., d/b/a D'Best Carpet & Tile, d/b/a D'Best
Floorz & More, filed a Chapter 11 petition (Bankr. M.D. Fla. Case
No. 16-07776) on Nov. 30, 2016.  The petition was signed by Dario
Hernandez, president.  At the time of filing, the Debtor estimated
assets and liabilities at $1 million to $10 million each.

The case is assigned to Judge Cynthia C. Jackson.  The Debtor is
represented by Daniel A. Velasquez, Esq. and Justin M. Luna, Esq.,
at Latham, Shuker, Eden & Beaudine, LLP.  

No official committee of unsecured creditors has been appointed.


[^] BOND PRICING: For the Week from March 27 to 31, 2017
--------------------------------------------------------
  Company              Ticker     Coupon   Bid Price     Maturity
  -------              ------     ------   ---------     --------
A. M. Castle & Co      CASL        5.250      28.125   12/30/2019
A. M. Castle & Co      CASL        7.000      58.000   12/15/2017
American Eagle
  Energy Corp          AMZG       11.000       1.000     9/1/2019
Amyris Inc             AMRS        6.500      55.000    5/15/2019
Armstrong Energy Inc   ARMS       11.750      55.260   12/15/2019
Armstrong Energy Inc   ARMS       11.750      54.000   12/15/2019
Avaya Inc              AVYA       10.500      16.625     3/1/2021
Avaya Inc              AVYA       10.500      26.250     3/1/2021
BPZ Resources Inc      BPZR        6.500       3.017     3/1/2015
BPZ Resources Inc      BPZR        6.500       3.017     3/1/2049
CEB Inc                CEB         5.625     108.626    6/15/2023
CEDC Finance Corp
  International Inc    CEDC       10.000      14.000    4/30/2018
CHS/Community Health
  Systems Inc          CYH         5.125     100.900    8/15/2018
Caesars Entertainment
  Operating Co Inc     CZR        12.750      76.250    4/15/2018
Caesars Entertainment
  Operating Co Inc     CZR         5.750      73.000    10/1/2017
Chassix Holdings Inc   CHASSX     10.000       8.000   12/15/2018
Chassix Holdings Inc   CHASSX     10.000       8.000   12/15/2018
Chukchansi Economic
  Development
  Authority            CHUKCH      9.750      40.500    5/30/2020
Chukchansi Economic
  Development
  Authority            CHUKCH      9.750      39.500    5/30/2020
Cinedigm Corp          CIDM        5.500      28.625    4/15/2035
Claire's Stores Inc    CLE         9.000      39.500    3/15/2019
Claire's Stores Inc    CLE         8.875      10.000    3/15/2019
Claire's Stores Inc    CLE         6.125      42.000    3/15/2020
Claire's Stores Inc    CLE         9.000      48.000    3/15/2019
Claire's Stores Inc    CLE         7.750      18.500     6/1/2020
Claire's Stores Inc    CLE         9.000      39.875    3/15/2019
Claire's Stores Inc    CLE         7.750      14.500     6/1/2020
Claire's Stores Inc    CLE         6.125      37.500    3/15/2020
Cobalt International
  Energy Inc           CIE         2.625      32.500    12/1/2019
Cumulus Media
  Holdings Inc         CMLS        7.750      34.375     5/1/2019
Emergent Capital Inc   EMGC        8.500      41.331    2/15/2019
Energy Conversion
  Devices Inc          ENER        3.000       7.875    6/15/2013
Energy Future
  Holdings Corp        TXU         5.550       5.500   11/15/2014
Energy Future
  Holdings Corp        TXU         6.550      14.750   11/15/2034
Energy Future
  Holdings Corp        TXU         6.500      15.250   11/15/2024
Energy Future
  Holdings Corp        TXU        11.250      14.750    11/1/2017
Energy Future
  Holdings Corp        TXU        10.875      14.750    11/1/2017
Energy Future
  Holdings Corp        TXU        10.875      14.750    11/1/2017
Energy Future
  Holdings Corp        TXU         9.750      29.250   10/15/2019
Energy Future
  Intermediate Holding
  Co LLC / EFIH
  Finance Inc          TXU        11.250      29.250    12/1/2018
Energy Future
  Intermediate Holding
  Co LLC / EFIH
  Finance Inc          TXU        10.000      25.063    12/1/2020
Energy Future
  Intermediate
  Holding Co LLC /
  EFIH Finance Inc     TXU        10.000      25.250    12/1/2020
Energy Future
  Intermediate
  Holding Co LLC /
  EFIH Finance Inc     TXU        11.250      79.000    12/1/2018
Energy Future
  Intermediate
  Holding Co LLC /
  EFIH Finance Inc     TXU         9.750      28.875   10/15/2019
Energy Future
  Intermediate
  Holding Co LLC /
  EFIH Finance Inc     TXU         6.875      25.125    8/15/2017
Erickson Inc           EAC         8.250       7.000     5/1/2020
FTS International Inc  FTSINT      8.631     101.625    6/15/2020
FTS International Inc  FTSINT      8.631     101.374    6/15/2020
Fleetwood
  Enterprises Inc      FLTW       14.000       3.557   12/15/2011
Forbes Energy
  Services Ltd         FESL        9.000      68.500    6/15/2019
GenOn Energy Inc       GENONE      7.875      69.279    6/15/2017
GenOn Energy Inc       GENONE      9.500      65.837   10/15/2018
GenOn Energy Inc       GENONE      9.500      65.735   10/15/2018
GenOn Energy Inc       GENONE      9.500      65.706   10/15/2018
Global Brokerage Inc   GLBR        2.250      34.000    6/15/2018
Goodman Networks Inc   GOODNT     12.125      40.000     7/1/2018
Goodrich
  Petroleum Corp       GDPP        8.875       0.388    3/15/2019
Gymboree Corp/The      GYMB        9.125       6.000    12/1/2018
Homer City
  Generation LP        HOMCTY      8.137      38.750    10/1/2019
Horsehead Holding
  Corp                 ZINC       10.500      80.250     6/1/2017
Illinois Power
  Generating Co        DYN         7.000      32.000    4/15/2018
Illinois Power
  Generating Co        DYN         6.300      36.625     4/1/2020
Iracore International
  Holdings Inc         IRACOR      9.500      50.500     6/1/2018
Iracore International
  Holdings Inc         IRACOR      9.500      50.500     6/1/2018
IronGate Energy
  Services LLC         IRONGT     11.000      37.250     7/1/2018
IronGate Energy
  Services LLC         IRONGT     11.000      36.750     7/1/2018
IronGate Energy
  Services LLC         IRONGT     11.000      36.750     7/1/2018
IronGate Energy
  Services LLC         IRONGT     11.000      36.750     7/1/2018
Jack Cooper
  Holdings Corp        JKCOOP      9.250      35.750     6/1/2020
James River Coal Co    JRCC        7.875       2.309     4/1/2019
Las Vegas Monorail Co  LASVMC      5.500       0.833    7/15/2019
Lehman Brothers
  Holdings Inc         LEH         2.070       3.326    6/15/2009
Lehman Brothers
  Holdings Inc         LEH         5.000       3.326     2/7/2009
Lehman Brothers
  Holdings Inc         LEH         2.000       3.326     3/3/2009
Lehman Brothers
  Holdings Inc         LEH         1.500       3.326    3/29/2013
Lehman Brothers
  Holdings Inc         LEH         1.383       3.326    6/15/2009
Lehman Brothers
  Holdings Inc         LEH         1.600       3.326    11/5/2011
Lehman Brothers
  Holdings Inc         LEH         4.000       3.326    4/30/2009
Lehman Brothers Inc    LEH         7.500       1.226     8/1/2026
Lumbermens Mutual
  Casualty Co          KEMPER      8.300       0.954    12/1/2037
Lumbermens Mutual
  Casualty Co          KEMPER      8.450       0.888    12/1/2097
MF Global
  Holdings Ltd         MF          3.375      28.875     8/1/2018
MModal Inc             MODL       10.750      10.125    8/15/2020
MPG Holdco I Inc       MPG         7.375     108.404   10/15/2022
Memorial Production
  Partners LP /
  Memorial Production
  Finance Corp         MEMP        7.625      38.000     5/1/2021
Midstates Petroleum
  Co Inc / Midstates
  Petroleum Co LLC     MPO        10.750       0.686    10/1/2020
Mirant Mid-Atlantic
  Series B Pass
  Through Trust        GENONE      9.125      91.500    6/30/2017
NRG REMA LLC           GENONE      9.237      74.192     7/2/2017
Nine West
  Holdings Inc         JNY         6.875      29.750    3/15/2019
Nine West
  Holdings Inc         JNY         8.250      27.375    3/15/2019
Nine West
  Holdings Inc         JNY         8.250      26.000    3/15/2019
Nuverra Environmental
  Solutions Inc        NESC        9.875      14.125    4/15/2018
Peabody Energy Corp    BTU         6.000      40.000   11/15/2018
Peabody Energy Corp    BTU         4.750       5.250   12/15/2041
Peabody Energy Corp    BTU         6.250      36.000   11/15/2021
Peabody Energy Corp    BTU         6.500      38.250    9/15/2020
Peabody Energy Corp    BTU         7.875      48.000    11/1/2026
Peabody Energy Corp    BTU         6.000      43.375   11/15/2018
Peabody Energy Corp    BTU         6.000      40.000   11/15/2018
Permian Holdings Inc   PRMIAN     10.500      28.625    1/15/2018
Permian Holdings Inc   PRMIAN     10.500      28.625    1/15/2018
Pernix Therapeutics
  Holdings Inc         PTX         4.250      26.585     4/1/2021
Pernix Therapeutics
  Holdings Inc         PTX         4.250      26.585     4/1/2021
Prospect Holding
  Co LLC / Prospect
  Holding Finance Co   PRSPCT     10.250      48.250    10/1/2018
Rex Energy Corp        REXX        8.875      43.456    12/1/2020
Rolta LLC              RLTAIN     10.750      22.750    5/16/2018
SAExploration
  Holdings Inc         SAEX       10.000      50.000    7/15/2019
Sequa Corp             SQA         7.000      53.000   12/15/2017
Sequa Corp             SQA         7.000      52.500   12/15/2017
SiTV LLC / SiTV
  Finance Inc          NUVOTV     10.375      60.375     7/1/2019
SiTV LLC / SiTV
  Finance Inc          NUVOTV     10.375      59.970     7/1/2019
SunEdison Inc          SUNE        5.000      30.000     7/2/2018
SunEdison Inc          SUNE        2.750       2.510     1/1/2021
SunEdison Inc          SUNE        2.375       2.000    4/15/2022
SunEdison Inc          SUNE        3.375       1.522     6/1/2025
SunEdison Inc          SUNE        0.250       2.000    1/15/2020
SunEdison Inc          SUNE        2.000       2.662    10/1/2018
SunEdison Inc          SUNE        2.625       1.497     6/1/2023
TMST Inc               THMR        8.000      17.500    5/15/2013
Talos Production
  LLC / Talos
  Production
  Finance Inc          TALPRO      9.750      61.625    2/15/2018
Talos Production
  LLC / Talos
  Production
  Finance Inc          TALPRO      9.750      61.625    2/15/2018
TerraVia Holdings Inc  TVIA        5.000      42.000    10/1/2019
TerraVia Holdings Inc  TVIA        6.000      67.750     2/1/2018
Terrestar
  Networks Inc         TSTR        6.500      10.000    6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU        15.000       0.531     4/1/2021
Trans-Lux Corp         TNLX        8.250      20.125     3/1/2012
Venoco LLC             VQ          8.875       1.270    2/15/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc      VRS        11.750      17.000    1/15/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc      VRS        11.750      17.000    1/15/2019
Violin Memory Inc      VMEM        4.250       7.250    10/1/2019
Walter Investment
  Management Corp      WAC         4.500      32.000    11/1/2019
rue21 inc              RUE         9.000      13.000   10/15/2021
rue21 inc              RUE         9.000      21.050   10/15/2021


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2017.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

                   *** End of Transmission ***