TCR_Public/170426.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, April 26, 2017, Vol. 21, No. 115

                            Headlines

14885 INWOOD: Hires Franklin Hayward as Counsel
271 SEA BREEZE: Unsecureds to Get Up to 100% from Sale Proceeds
8241 PINNACLE: Disclosure Statement Hearing Set for May 31
ACCURIDE CORP: KIC Acquisition No Impact on Moody's B3 CFR
ADEPTUS HEALTH: May 1 Meeting Set to Form Creditors' Panel

ADVANCED PAIN: DOJ Watchdog, CEO Seeks Trustee Appointment
AGS ENTERPRISES: Unsecureds' Recovery Unknown Under Plan
AHMAD SALEHZADEH: Westbrook Buying New York Apartments for $645K
ALAMOS GOLD: S&P Affirms 'B+' CCR Following Debt Repayment
AMERICAN CONTAINER: D&D Buying Personal Property for $175K

AP EXHAUST: S&P Assigns 'B' CCR; Outlook Stable
APEX PROPERTIES: Hires Magee Goldstein as Counsel
BAY CITY RECYCLING: Case Summary & 20 Largest Unsecured Creditors
BEAVER-VISITEC INT'L: Moody's Revises Outlook Neg. & Affirms B3 CFR
BEHNEY CORP: Hires McKonly & Asbury as Financial Advisor

BENJAMIN AND BENT: Unsecureds to Get 5%-15% at 5.25% Over 10 Years
BILL BARRETT: Moody's Hikes Corporate Family Rating to Caa1
BILL BARRETT: S&P Rates Proposed $275MM Unsec. Notes 'CCC+'
BIONITROGEN HOLDINGS: Seeks Dismissal of  Chapter 11 Cases
BIONITROGEN HOLDINGS: UST Opposes Dismissal, Seeks Case Conversion

BIOSTAGE INC: Files Notice of Effectiveness
BLACK KNIGHT: S&P Raises CCR to 'BB' on Deleveraging
BREITBURN ENERGY: Egan-Jones Withdrew 'D' Sr. Unsec. Debt Ratings
BUCKTAIL MEDICAL: Unsecureds to Recoup 5% Under Plan
C&C FINDS4U LLC: Hires David C. Jones, Jr., as Attorney

CAESARS ENTERTAINMENT: Settlement with NRF Parties Approved
CARETRUST REIT: Moody's Revises Outlook to Pos. & Affirms B1 CFR
CARITAS INVESTMENT: Voluntary Chapter 11 Case Summary
CELERITAS CHEMICALS: Latest Plan Modifies Treatment of Tax Claims
CHARLES A. KNIGHT: Trenton Buying All Assets for $430K

COCHRAN BROTHERS: Hires Hudson Carter as Accountant
COLORFX INC: Hires Falco Sult as Estate Representative
COLORFX INC: Hires Lewis R. Landau as Counsel
CORE RESOURCE: Case Converted Into Chapter 7 Proceeding
COVEY PARK: Moody's Assigns B2 Corporate Family Rating

COVEY PARK: S&P Assigns 'B' CCR; Outlook Positive
DAYCO PRODUCTS: Moody's Assigns B2 CFR & Alters Outlook to Negative
DAYCO PRODUCTS: S&P Gives B+ Rating on Proposed $475MM Term Loan B
DEL RESTAURANT: DOL Claims Resolved Under 1st Amended Plan
DIDI REAL ESTATE: May 16 Plan, Disclosure Statement Hearing

DIOCESE OF NEW ULM: Panel Hires Stinson Leonard as Counsel
DN REAL: Hires Slipakoff & Slomka as Counsel
DOMINION PAVING: Smith Paving Buying Property for $139K
DORCH COMMUNITY: May 15 Plan Confirmation Hearing
EMERALD OIL: Plan of Liquidation Declared Effective

EMG UTICA: Moody's Hikes Corporate Family Rating to B1
ENERGY XXI: Egan-Jones Withdrew 'D' Sr. Unsec. Debt Ratings
EOS PETRO: Incurs $20 Million Net Loss for 2016
ERICKSON INC: Court OKs Adequate Protection Stipulation with USA
ESPLANADE HL: Can Continue Using FMB Cash Collateral Until May 28

FLORIDA ORGANIC: Case Summary & 20 Largest Unsecured Creditors
FRESH ICE CREAM: DGI Buying All Assets for $1 Million
FRIENDSHIP VILLAGE: FSO-Led Auction of All Assets on July 26
FULLCIRCLE REGISTRY: Incurs $1.07 Million Net Loss for 2016
GENERAL WIRELESS: Creditors' Panel Hires Kelley Drye as Counsel

GENERAL WIRELESS: Creditors' Panel Hires Klehr as Co-Counsel
GRANDPARENTS.COM INC: Hires Akerman LLP as Counsel
GREAT FALLS DIOCESE: Head Start Buying Billings Property for $1.3M
GREEN FUEL: Hearing on Disclosures Approval Set for May 3
HALCON RESOURCES: Egan-Jones Withdrew 'D' Sr. Unsec. Debt Ratings

HANCOCK FABRICS: PBGC Objects to Disclosure Statement
HANCOCKS FABRICS: Committee & PBGC File Objections to Plan
HHGREGG INC: Board Size Reduced, 8 Directors Resigned
HHGREGG INC: Committee Objects to DIP Financing Motion
HUNTWICKE CAPITAL: Says Oct. 30, 2016 Financials Inaccurate

IASIS HEALTHCARE: S&P Gives 'B' Rating on Proposed $867MM Loan B
IMPLANT SCIENCES: Court Extends Plan Filing Deadline to May 1
KEURIG GREEN: S&P Affirms 'BB' CCR on Strong Cash Flow
LAURA ELSHEIMER: New Plan Revises Treatment of Nationstar Claim
LEO MOTORS: Incurs $6.41 Million Net Loss for 2016

LIBERTY INDUSTRIES: Has Until May 25 to Use Regions Bank Cash
LINN ENERGY: Egan-Jones Withdrew 'D' Sr. Unsec. Debt Ratings
LOT INC: Case Summary & 3 Unsecured Creditors
MANHATTAN PROPERTIES: Taps Buechler & Garber as Counsel
MINDEN AIR: Asks Court to Move Plan Filing Deadline to June 16

NAT'L ASSISTANCE BUREAU: Taps Blueprint Healthcare as Agent
NEOVIA LOGISTICS: S&P Raises Corp. Credit Rating to 'CCC+'
NETFLIX INC: Moody's Rates Proposed EUR1-Bil. Notes 'B1'
NETFLIX INC: S&P Gives 'B+' Rating on Proposed EUR1BB Unsec. Notes
NICE CAR: Case Summary & 8 Unsecured Creditors

NORTHERN MEADOWS: Affiliate Bellingham Lots for $320K
NOVATION COMPANIES: Seeks OK of NJ Carpenters Health Fund Deal
OCWEN FINANCIAL: Fitch Puts B- Long-Term IDR on Watch Negative
OLD DOMINION: Hires Bauer Firm as Counsel
ONCOBIOLOGICS INC: Amends Note and Warrant Purchase Agreement

OPTIMA SPECIALTY: Enters into Claims Stipulation with PBGC
PARAGON OFFSHORE: Equity Group Objects to Exclusivity Extension
PBA EXECUTIVE: May 31 Hearing to Approve Plan Outline
PEABODY ENERGY: Enters Into Settlement with UMWA 1974 Trust
PEABODY ENERGY: Reaches Deal on Claims of Former Executives

PERFORMANCE SPORTS: Objected to Stornoway's Intent to Purchase
PERSONAL SUPPORT: Case Summary & Largest Unsecured Creditors
PETROLIA ENERGY: Incurs $1.87 Million Net Loss for 2016
POSTROCK ENERGY: Court OKs Bid to Terminate Executive Excess Plan
PRIME PACK: Case Summary & 20 Largest Unsecured Creditors

PRIMUS WHEELER: Hires JXN Housing as Real Estate Broker
QUEST PATENT: Net Loss Widens to $956K in 2016
QUEST SOLUTION: Net Loss Rose to $14.2M in 2016
QUORUM HEALTH: S&P Affirms 'B-' CCR, Off CreditWatch Negative
REDBOX WORKSHOP: Hires Crane Heyman as Attorneys

REES ASSOCIATES: Hires Amherst as Financial Advisor & Banker
RETAIL DESIGNS: Hires Dal Lago Law as Counsel
RITA RESTAURANT: Court Confirms First Amended Chapter 11 Plan
SAEXPLORATION HOLDINGS: Signs Three-year Agreement with Hocol SA
SANDRIDGE ENERGY: Egan-Jones Hikes Commercial Paper Rating

SCHOOL SPECIALTY: S&P Affirms Then Withdraws 'B-' CCR
SEQUA CORP: Fitch Withdraws 'B/RR3' 1st Lien Secured Notes Rating
SHAPPHIRE RESOURCES: Case Summary & 5 Unsecured Creditors
SKYLINE CORP: Completes Sale of Real Property; Amends Corp's Bylaws
SOLOMON TECHNOLOGY: Hires Mark J. Giunta as Counsel

SPANISH BROADCASTING: Moody's Cuts PDR to D-PD on Indenture Default
SPECTRUM HEALTHCARE: PCO Finds 2 Reportable Incidents at 1 Facility
STEINY AND COMPANY: GA Abell Buying All Assets for $1.5 Million
STW RESOURCES: US Trustee Wants Case to be Dismissed or Converted
SUNEDISON INC: Sale of Stokes Marsh Shares to Gamma Approved

TENNESSEE SEAFOOD: LJS Opco Two Buying All Assets for $320K
THRU INC: Hires Bryan Cave as Bankruptcy Counsel
THRU INC: Hires Dechert as Counsel in Dropbox Dispute
TRENDSETTER HR: Revises Estimated Amount of Unsecured Claims
ULURU INC: Incurs $4.45 Million Net Loss for 2016

UNILIFE CORPORATION: April 26 Meeting Set to Form Creditors' Panel
UNILIFE CORPORATION: Hires SSG Advisors as Investment Banker
UNITI GROUP: Fitch Assigns BB- Rating to Sr. Unsec. Notes Due 2024
UNITI GROUP: New Notes Offer No Impact on Moody's B2 CFR
UNITI GROUP: S&P Assigns 'B-' Rating on New $200MM Unsec. Notes

UNITY COURIER: Hires Katz Law and Meadows as Counsel
VANGUARD NATURAL: Court Okayed Procedures for O&G Assets Sale
VECTOR ARMS: Asks Court to Conditionally Approve Plan Disclosures
VP LITTCO: Case Summary & 19 Largest Unsecured Creditors
WESTINGHOUSE ELECTRIC: Section 341(a) Meeting Set for June 20

WILSON'S OUTDOOR: Unsecureds May Get 100% from Liquidation Proceeds
WORLDS ONLINE: Reports $321K Net Income for 2016

                            *********

14885 INWOOD: Hires Franklin Hayward as Counsel
-----------------------------------------------
14885 Inwood Road, LLC seeks authorization from the U.S. Bankruptcy
Court for the Northern District of Texas to employ Franklin Hayward
LLP as counsel.

The Debtor's primary assets are shopping centers located at 14835
and 14885 Inwood Road, Addison, Texas.  Unfortunately one of the
Properties was severely damaged by a fire that occurred on December
27, 2016. The Debtor has been working with its insurance company on
the insurance claim, but the insurance company has not yet remitted
funds needed to repair the damage, and at least two spaces at the
shopping center are unable to be released until the damage is
repaired.

As of the Petition Date, the Debtor was indebted to U.S. Bank
National Association, as Indenture Trustee, as
successor-in-interest to Bank of America, N.A., as Indenture
Trustee, as successor-by-merger to LaSalle National Bank
Association, as Indenture Trustee for the registered holders of
Hometown Commercial Trust 2007-1 Commercial Mortgage-Backed Notes,
Series 2007-1, acting through its servicer Midland Loan Services, a
division of PNC Bank N.A. (successor-by-merger to Midland Loan
Services, Inc.) (the "Lender") pursuant to a loan originally made
to the Debtor by Hometown Commercial Capital, LLC in the original
principal amount of $2,544,000.00 (the "Loan").

The Debtor was in the process of refinancing the Loan at the end of
last year, but the refinancing fell apart due to the December 27,
2016 fire, and the Debtor's Loan matured on January 1, 2017. Since
then, the Debtor has pursued its insurance claim, but it has been
unable to refinance because the damage to the Properties have not
yet been repaired.

The Debtor requires Franklin Hayward to perform the legal services
that will be necessary during this Bankruptcy Case.

Franklin Hayward will be paid at these hourly rates:

     Melissa Hayward            $400
     Associates                 $275-$300
     Paralegal                  $150

Franklin Hayward was retained by the Debtor on March 31, 2017 to
assist the Debtor in preparing to file its voluntary bankruptcy
petition. The Debtor paid $19,000.00 as a retainer to Franklin
Hayward, and Franklin Hayward withdrew $3,432.00 from the Debtor's
retainer pre-petition to pay for its prepetition services rendered
to the Debtor.

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

Melissa S. Hayward, Esq., partner in the law firm of Franklin
Hayward LLP, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.

Franklin Hayward may be reached at:

     Melissa S. Hayward, Esq.
     Julian Vasek, Esq.
     Franklin Hayward LLP
     10501 N. Central Expy, Suite. 106
     Dallas, TX 75231
     Tel: (972) 755-7100
     Fax: (972) 755-7110
     E-mail: MHayward@FranklinHayward.com
             JVasek@FranklinHayward.com

            About 14885 Inwood Road, LLC

14885 Inwood Road, LLC filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ga. Case No. 17-31260) on April 3, 2017. Hon. Stacey
G. Jernigan presides over the case. Franklin Hayward LLP
represents the Debtor as counsel.

In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Sherry
LaMaison, president.



271 SEA BREEZE: Unsecureds to Get Up to 100% from Sale Proceeds
---------------------------------------------------------------
271 Sea Breeze Avenue LLC filed with the U.S. Bankruptcy Court for
the Eastern District of New York a disclosure statement dated April
17, 2017, in connection with the Debtor's Chapter 11 Liquidating
Plan dated April 14, 2017.

The Debtor will pay to holder of Class 4 General Unsecured Claims
up to 100% of the amount of their allowed claim in full and in
cash, with interest at the Federal Rate, within 30 days of the
later of the Effective Date or the sale closing date for the
Debtor's real property in Brooklyn from the sale proceeds, after
distribution to all unclassified (other than Real Estate Tax
Claims), Administrative, Class 2 and 3 Claims and the
Post-Confirmation Reserve, in full and final satisfaction of its
claims as against the Debtor.  The Debtor estimates these claims to
total $225,000.  Class 4 Claims are impaired under the Plan.

The Plan will be funded with the net available proceeds from the
purchase price of the Property, after the $12,945,000 credit bid of
buyer Sea Breeze Tower Development, LLC, of its allowed secured
claim, in the cash amount of $560,000, to be paid to the estate c/o
the disbursing agent.  The cash required to be distributed to
holders of allowed claims under the Plan will be distributed by the
Disbursing Agent on the later of these dates: (i) on, or shortly
after, the later of the Effective Date or the sale closing date to
the extent the claim has been allowed or (ii) to the extent that a
claim becomes an allowed claim after the later of the Effective
Date or the sale closing date, within 10 days after the order
allowing the claim becomes a final court order.

A copy of the Disclosure Statement is available at:

          http://bankrupt.com/misc/nyeb17-40216-33.pdf

                  About 271 Sea Breeze Avenue

271 Sea Breeze Avenue LLC is a single asset real estate entity that
owns unimproved real property located at 213-129 Sea Breeze Avenue,
Brooklyn, New York, Block: 7280, Lot: 110.  It acquired the
Property in early 2014 for the purpose of developing the Property.
Currently, the Property consists of an unimproved 150,000 square
foot parcel located in the Brighton Beach section of Brooklyn.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 17-40216) on Jan. 19, 2017.  The
petition was signed by Jonathan Rubin, manager.  The case is
assigned to Judge Elizabeth S. Stong.

At the time of the filing, the Debtor disclosed $10.0 million in
assets and $19.5 million in liabilities.

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


8241 PINNACLE: Disclosure Statement Hearing Set for May 31
----------------------------------------------------------
Judge Eddward P. Ballinger Jr. of the U.S. Bankruptcy Court for the
District of Arizona will convene a hearing on May 31, 2017, at 1:30
p.m. to consider approval of the disclosure statement filed by 8241
Pinnacle, LLC, on March 30, 2017.

The last day for filing with the Court and serving written
objections to the disclosure statement is fixed at five business
days prior to the hearing date set for approval of the disclosure
statement.

Creditors whose claims are not listed or whose claims are listed as
disputed, contingent, or unliquidated as to amount and who desire
to participate in the case or share in any distribution must file
their proof of claim prior to the approval of the disclosure
statement, which date is fixed as the last day for filing a proof
of claim, unless a different last date to file claims has been
previously ordered.

The Troubled Company Reporter reported on April 12, 2017, that the
Debtor believes there are no general unsecured claims against the
company but proposes nevertheless to make 12 quarterly payments of
$1,500 for these claims, which are classified in Class 5 under the
plan.

8241 Pinnacle will retain all of its interests in exempt and
non-exempt assets. All estate property will vest in the company
upon confirmation of the plan.  A member of 8241 Pinnacle will
inject $15,000 new value into the company once the plan is
confirmed.

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

                https://is.gd/kfHYLx

                About 8241 Pinnacle

8241 Pinnacle, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 16-09064) on August 8,
2016.  The petition was signed by Charles T. Sullivan, authorized
representative.  The Debtor is represented by Richard W. Hundley,
Esq., at Berens, Kozub, Kloberdanz & Blonstein.

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


ACCURIDE CORP: KIC Acquisition No Impact on Moody's B3 CFR
----------------------------------------------------------
Moody's Investors Service says that Accuride Corporation's
acquisition of Washington state-based KIC LLC ("KIC") is credit
positive because it increases scale, improves diversification and
the cost structure. The transaction nevertheless does not currently
impact the company's ratings, including Accuride's B3 Corporate
Family Rating (CFR), B3-PD Probability of Default Rating (PDR), B3
senior secured first lien term loan rating or its stable rating
outlook because debt-to-EBITDA leverage remains within the range
expected for the B3 CFR and liquidity is adequate.

Moody's maintains the following ratings on Accuride:

Corporate Family Rating, B3

Probability of Default Rating, B3-PD

$275 Million (Including $50 Million Add-On) Senior Secured First
Lien Term Loan B due 2023, B3 (LGD4)

Outlook, Stable

Accuride Corporation (Accuride), headquartered in Evansville,
Indiana, is a North American and European manufacturer and supplier
of commercial vehicle components including wheels and wheel-end
components. In April 2017, Accuride announced the acquisition of
KIC. Pro-forma for the acquisition, revenue for the 12 months ended
December 2016 was approximately $650 million. Crestview Partners is
Accuride's majority owner.


ADEPTUS HEALTH: May 1 Meeting Set to Form Creditors' Panel
----------------------------------------------------------
William T. Neary, United States Trustee for Region 6, will hold an
organizational meeting on May 1, 2017, at 10:30 a.m. in the
bankruptcy case of ADPT DFW Holdings, LLC, et al.

The meeting will be held at:

               Office of the U. S. Trustee
               Earl Cabell Federal Building
               1100 Commerce Street, Room 524
               Dallas, Texas 75242

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

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

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

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

                    About Adeptus Health

Adeptus Health LLC -- www.adpt.com -- through its subsidiaries,
owns and operates hospitals and free standing emergency rooms in
partnership with various healthcare providers.

Adeptus Health Inc. is a holding company whose sole material asset
is a controlling equity interest in Adeptus Health LLC.

Lewisville, Texas-based ADPT DFW Holdings LLC (Bankr. N.D. Tex.
Case No. 17-31432) and its affiliates each filed separate Chapter
11 bankruptcy petitions on April 19, 2017, listing $798.67 million
in total assets as of Sept. 30, 2016, and $453.48 million in total
debts as of Sept. 30, 2016.  The petitions were signed by Andrew
Hinkelman, chief restructuring officer.

Judge Stacey G. Jernigan presides over the case.

Elizabeth Nicolle Boydston, Esq., Kristian W. Gluck, Esq., John N.
Schwartz, Esq., Timothy S. Springer, Esq., and Louis R. Strubeck,
Jr., Esq., at Norton Rose Fulbright US LLP serve as the Debtors'
bankruptcy counsel.  The Debtors have tapped DLA Piper LLP (US) as
special counsel; FTI Consulting, Inc., as chief restructuring
officer; Houlihan Lokey, Inc., as investment banker; and Epiq
Systems as claims and noticing agent.


ADVANCED PAIN: DOJ Watchdog, CEO Seeks Trustee Appointment
----------------------------------------------------------
Samuel K. Crocker, the United States Trustee for Region 8 and
Khalid Kahloon, CEO & General Counsel of Advanced Pain Management
Services, LLC, filed an Agreed Order before the Western District of
Kentucky directing the Appointment of a Chapter 11 Trustee for the
Debtor.

The Agreed Order was made pursuant to the U.S. Trustee's Motion for
an Order Directing the Appointment of a Chapter 11 Trustee for the
Debtor.

Following the subsequent approval of the U.S. Trustee's Motion, the
U.S. Trustee is likewise directed to file its application for an
order approving the appointment of a trustee within 14 days of the
entry of a dispositive order on the pending Motion of SunTrust Bank
to (i) Dismiss or Transfer Venue of Case Filed in Improper District
or (ii) Transfer Case in the Interests of Justice and for
Convenience of the Parties.

The Debtor is represented by:

     James E. McGhee III, Esq.
     KAPLAN & PARTNERS LLP
     710 W. Main Street, Fourth Floor
     Louisville, KY 40202
     Tel.: (502) 416-1634
     Email: jmcghee@kplouisville.com

                About Advanced Pain Management Services

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 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. At the time of filing,
the Debtor disclosed $1.84 million in total assets and $2.50
million in total liabilities.

The case is assigned to Judge Thomas H. Fulton.  

The Debtor is represented by James Edwin McGhee, III, Esq. at
Kaplan & Partners LLP.

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


AGS ENTERPRISES: Unsecureds' Recovery Unknown Under Plan
--------------------------------------------------------
AGS Enterprises, Inc., and KLN Steel Products Company, LLC, filed
with the U.S. Bankruptcy Court for the Northern District of Texas a
disclosure statement for its joint plan of reorganization, dated
April 14, 2017.

The plan generally provides the following treatment of Allowed
Unsecured Claims:

   (a) Administrative Convenience Claims (Unsecured Claims of
$5,000 or less): Unsecured creditors with allowed claims of $5,000
or less (or those unsecured creditors who elect to reduce their
allowed claim to $5,000) will receive a cash dividend equal to 25%
of their allowed claim.

   (b) General Unsecured Claims: Entities holding allowed general
unsecured claims, including Unsecured Trade Claims and Frost Bank,
but excluding U-Loft, will receive a Pro Rata share of the Trust
Interest which entitles each general unsecured creditor to be paid
its Pro Rata share of Net Recoveries from the Avoidance Actions
provided, however, that no distribution shall be made to any
unsecured trade creditors against which the Debtors' assert an
Avoidance Action or other affirmative claim for recovery until such
Avoidance Action or other affirmative claim is resolved; the Net
Revenue generated from the post-confirmation business operations of
the Debtor; and the Net Recoveries on the Debtors' claims against
U-Loft.

   (c) U-Loft Allowed Estimated Claim: The unsecured claims of
U-Loft shall be estimated by the Court for purposes of allowance
pursuant to section 502 of the Bankruptcy Code; and, based upon
such estimated allowed amount, shall then receive a Pro Rata share
of the Trust Interest which entitles U-Loft to be paid its Pro Rata
share of Net Revenue generated from  the post-confirmation business
operations of the Debtors as combined with the Non-Debtor
affiliates, and its Pro Rata share of Net Recoveries from the
Avoidance Actions; provided however, that all distributions to
which U-Loft is entitled under the plan shall be held by the Trust,
and no distribution shall be made to U-Loft until resolution by
Final Order of the Debtors' affirmative claims against U-Loft in
the U-Loft Causes of Action.

The plan proponents believe that the plan is feasible as it
provides for payment of creditors, continuation of business, and
unique provisions for the protection of vendors post-confirmation.

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

       http://bankrupt.com/misc/txnb16-34322-11-142.pdf

                    About AGS Enterprises

AGS Enterprises, Inc., and KLN Steel Products Company, LLC, each
filed a chapter 11 petition (Bankr. N.D. Tex. Case Nos. 16-34322
and 16-34323, respectively) on November 2, 2016. The petitions
were
signed by Kelly O'Donnell, president.  The Debtors are represented
by Frank Jennings Wright, Esq., at Coats Rose, P.C. The case is
assigned to Judge Stacey G. Jernigan. The Debtors both estimated
assets and liabilities at $1 million to $10 million at the time of
the filing.


AHMAD SALEHZADEH: Westbrook Buying New York Apartments for $645K
----------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York will convene a hearing on May 23, 2017 at
10:00 a.m. to consider Ahmad Salehzadeh's sale of his right, title
and interest in shares in a cooperative association which together
authorize the shareholder to enter into proprietary leases for
three apartments located at 10 Franklin Avenue, White Plains, New
York, to Westbrook Tenants Corp. for $645,000.

The Debtor's assets, other than his home, consist chiefly of
interests in various Subway franchises and six apartments in White
Plains, including the three Co-Op Apartments that are the subject
of the Motion.  The Debtor's financial reverses were caused by a
combination of factors, most notably setbacks in his business, tax
issues based upon an audit and the general downturn in the
economy.

The Debtor's only other significant asset is his home in Greenwich,
Connecticut where he resides with his extended family.  He has
entered into a loan modification with Nationstar Mortgage, LLC to
reduce the burden of his monthly mortgage-payments, which the Court
approved on Nov. 14, 2016.

The Debtor intends to file an amended plan of reorganization and a
disclosure statement.  The Plan is proposed jointly by the Debtor
and the five of his corporations that have filed their own
bankruptcy petitions and is predicated upon the sale of all six of
the apartments and of each of the five Subway franchisees.  As to
the Co-Op Apartments, the Plan assumes that they are sold and the
net proceeds of sale are included in the Debtor's Estate before it
is consummated.

The Debtor owns shares entitling him to proprietary leases for each
of three Co-Op Apartments at 10 Franklin Avenue in White Plains,
New York.  Neither the Debtor nor any of his family members
occupies any of the Co-Op Apartments.  The shares were purchased
from the Sponsor as investments.

The Co-Op Apartments consist of the three units at 10 Franklin
Avenue, White Plains, New York.  Each is being sold to the
Co-Operative Association that owns the building, the Buyer:

   a. Apartment 3K, 10 Franklin Avenue, White Plains, New York.
The purchase price is $215,000.  It is a two-bedroom, two-bathroom
cooperative apartment.  There is no mortgage-lien on this
apartment.

   b. Apartment 2F, 10 Franklin Avenue, White Plains, New York.
The purchase price is $215,000.  It is a two-bedroom, two-bathroom
cooperative apartment.  There is no mortgage-lien on this
apartment.

   c. Apartment 2P, 10 Franklin Avenue, White Plains, New York.
The purchase price is $215,000.  It is also a two-bedroom
cooperative apartment but in this case with one bathroom.  There is
a mortgage lien on this apartment originally with Washington Mutual
Bank, FA which, after several assignments, is now apparently held
by U.S. Bank Trust, N.A., as Trustee for LSF9 Master Participation
Trust, by Caliber Home Loans.  As of April 1, 2017, there was a
balance on the mortgage note of approximately $108,000.

Each of the Co-Op Apartments is a "sponsored unit."  The Debtor
purchased each many years ago when the building was being converted
to co-operative association.

Each sale is "as is" and not subject to a financing contingency,
satisfactory title report, the approval of the Cooperative
Association that owns the building, or the approval of the New York
State Attorney General.  The Assets will be transferred free and
clear of all liens, claims and encumbrances.  The purchase price
will be paid in cash or official bank check and some proceeds will
be used to remove any liens on the respective assets at the
Closings.  Usual and customary closing costs will also be paid.

Westbrook alleges that the Debtor is in breach of the Co-Op
Apartments' proprietary leases and has filed a motion for relief
from the automatic stay to pursue its state-court remedies for any
default, a motion that has not yet been heard by the Court.  It
will be mooted should the Court approve the Application and the
Co-Op Apartments be sold.

The U.S. Bank Trust, N.A., as Trustee for LSF9 Master Participation
Trust, by Caliber Home Loans, has also moved for relief from the
automatic stay, seeking to make use of its rights under state law
for the Debtor's alleged breach of the terms of the mortgage on
Apartment 2P, a motion that has yet to be fully briefed and
considered by the Court.  It too will be mooted should the Court
approve the Application and the apartment sold.

After paying off the obligations that underlie the respective liens
and all customary closing-costs, including recording fees and
attorney's fees, as well as the 5% brokerage commissions subject to
Court approval, the proceeds of the sales will be cash in the
Estate for distribution as provided for in the Plan.

The Debtor filed an application for his employment of Coldwell
Banker Residential Brokerage as a real-estate broker for his sale
of the Co-Op Apartments and of the other three White Plains
Apartments he owns as investment properties.  A proposed order will
be submitted to the Court shortly.  The Debtor will seek approval
of Coldwell Banker's commission by separate application.

The Co-Op Apartments were bought by the Debtor in 2005 as
investments.  The Debtor needs the proceeds of their sales to
finance the Plan.  The prices at which he proposes to sell them
are, he believes, fair.  The sales will garner proceeds that are
greater than the liens upon the respective Co-Op Apartments, and
the proceeds will at closing be paid to pay off the lien-holders
and extinguish the liens.  Accordingly, the Debtor asks an Order
from the Court (i) authorizing him to sell each of the Co-Op
Apartments on the terms of the respective Contracts-of-Sale and
distribute the proceeds as indicated; and (ii) granting such other
and further relief as the Court deems just and proper.

A copy of the Contracts attached to the Notice is available for
free at:

    http://bankrupt.com/misc/Ahmad_Salehzadeh_139_Sales.pdf

The Purchaser can be reached at:

          WESTBROOK TENANTS CORP.
          10 Franklin Ave.
          White Plains, NY 10601

Counsel for Debtor:

          Anne Penachio, Esq.
          PENACHIO MALARA LLP
          235 Main Street
          White Plains, NY 10601
          Telephone: (914) 946-2889

Ahmad Salehzadeh sought Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 14-22666) on May 14, 2014.


ALAMOS GOLD: S&P Affirms 'B+' CCR Following Debt Repayment
----------------------------------------------------------
S&P Global Ratings said it affirmed its 'B+' long-term corporate
credit rating on Toronto-based Alamos Gold Inc.  The outlook is
stable.

At the same time, S&P Global Ratings withdrew its 'BB-' issue-level
rating and '2' recovery rating on the company's US$315 million of
senior secured notes, which were repaid in April 2017.

"The affirmation on the corporate credit rating follows the recent
repayment of the company's US$315 million of senior secured notes,"
said S&P Global Ratings credit analyst Jarrett Bilous.  "In our
view, the company's financial risk profile has strengthened from
the notes repayment, but the rating is constrained by our view of
Alamos' business risk assessment,"
Mr. Bilous added.

Furthermore, S&P's view of Alamos' limited operating breadth and
higher cost structure relative to that of its rated gold peers
constrains rating upside.  In addition, S&P cannot rule out the
potential for the company to incur debt notably related to
capital-intensive growth initiatives.

S&P has revised its assessment of Alamos' financial risk profile to
intermediate from significant, primarily reflecting the notes
repayment.  The company now has negligible debt outstanding, which
has led to core credit measures, including adjusted debt-to-EBITDA
and funds from operations-to-debt that are very strong for this
assessment.  However, S&P continues to incorporate Alamos'
estimated sensitivity to gold price and cash cost volatility, which
could lead to material deterioration in the company's operating
results, and S&P's expectation for Alamos to generate free
operating cash flow deficits.

S&P's vulnerable business risk assessment primarily reflects the
company's limited operating diversity, high cost structure relative
to that of other rated gold-producing peers, and volatility of
profitability.  S&P expects Alamos will generate the majority of
its revenue from the company's Young-Davidson mine over the next
few years.  As such, S&P believes unforeseen production disruptions
(including a slower-than-expected ramp-up of the underground
portion of the mine) could have a significant impact on the
company's earnings and cash flow.  S&P's assessment also reflects
the higher cost structure of Alamos' Mulatos mine, which S&P
expects to generate cash costs of over US$800/oz.  In S&P's view,
production from this mine heightens the sensitivity of Alamos'
profitability during periods of price weakness and increases the
reliance on the Young-Davidson mine for its earnings and cash
flow.

That said, S&P expects the steady ramp-up of the underground
section of Alamos' Young-Davidson mine through 2017 should
gradually improve the company's unit cash costs

The stable outlook primarily reflects S&P's expectation that Alamos
will generate stable earnings and operating cash flow amid a period
of high capital expenditures for development projects over the next
12 to 24 months, with no change in its business or financial risk
profiles over this period.

S&P could consider a negative rating action if, over the next 12
months, the company generates significant negative free cash flows
that leads to a sharp deterioration in its liquidity position.  In
this scenario, S&P would expect a protracted operating disruption
at its Young-Davidson mine and weaker-than-expected gold prices.

S&P could consider an upgrade over the next 12 months if its view
of Alamos' business risk profile materially improves.  In this
scenario, S&P would expect the company's operating breadth and
efficiency to strengthen, likely from an acquisition, without a
material deterioration in leverage measures.


AMERICAN CONTAINER: D&D Buying Personal Property for $175K
----------------------------------------------------------
American Container, Inc., asks the U.S. Bankruptcy Court for the
Western District of Tennessee to authorize the sale procedures in
connection with the sale of substantially all of its remaining
personal property to D&D Packaging, Inc., for $175,000, subject to
higher and better offers.

The Debtor and the Purchaser entered into Asset Purchase Agreement
for the purchase of the Acquired Assets.  Under the terms of the
APA, D&D will purchase substantially all of the personal property
of the Debtor.  The assets that are excluded from the scope to be
acquired by D&D, but are not limited to, real estate, cash on hand
and on deposit, accounts receivable, property subject to leases,
and claims that the Seller may have and that may arise under
Chapter 5 of the Bankruptcy Code.  D&D has offered to pay
consideration of $175,000 for the Acquired Assets and to assume
certain liabilities, defined as Assumed Liabilities in the APA.

D&D is a Mississippi corporation with its principal place of
business in Mississippi.  It is a creditor of the Debtor and
currently leases Debtor's building.  Its shareholder, David M.
Harris, is also a creditor of the Debtor and has an interest in an
LLC that holds a 10% non-controlling equity interest in the
Debtor.

The Debtor asks the Court's approval of the Bidding Procedures that
are designed to maximize value for its estate and ensure that a
marketing and sales process is undertaken by the Debtor in
accordance with the timeline required by the Proposed Purchaser and
to afford the maximum possible return to creditors.  The Bidding
Procedures are the result of negotiations between the Debtor and
the Proposed Purchaser.

The salient terms of the Bidding Procedures are:

   a. Acquired Assets: The Debtor will offer for sale substantially
all of the personal property of the Debtor as identified in further
detail in the APA.

   b. Purchase Price: $175,000

   c. Expense Reimbursement: $5,000

   d. Deposit: 7% of the purchase price contained in the APA

   e. Bid Deadline: No later than 35 calendar days subsequent to
the entry of the Sale Procedures Order

   f. Auction: The Debtor will, on a date to be determined by the
Debtor, conduct the Auction no later than the date that is five
business days after the Bid Deadline.

   g. Bid Increments: $1,000

   h. Sale Hearing: The hearing to approve the Prevailing Bid (or
the Asset Purchase Agreement if no Qualifying Bid other than that
of the Proposed Purchaser is received) will take place no later
than five business days following the conclusion of the Auction or
the expiration of the Bid Deadline in the event that no Qualifying
Bids are submitted by the Bid Deadline.

          i. Return of Deposit: All deposits will be returned to
each bidder not selected by the Debtor as the Prevailing Bidder no
later than five business days following the substantial
consummation of the sale to the Prevailing Bidder.

A copy of the APA and the list of the Acquired Assets attached to
the Motion is available for free at:

     http://bankrupt.com/misc/American_Container_106_Sales.pdf

The Debtor asks authorization to pay the Proposed Purchaser the
Expense Reimbursement in the amount of up to $5,000 if the Debtor
accepts an alternative transaction for the sale of the Acquired
Assets to any party other than the Proposed Purchaser, to be paid
exclusively from sale proceeds.

Sterling Commercial Credit, LLC holds a first priority security
interest in all personal property.  As of April 19, 2017, the
Debtor owed approximately $104,416 to Sterling.  Once the sale of
the Acquired Assets has been consummated as contemplated, the
proceeds of sale will be disbursed to Sterling to satisfy its
secured claim.  The remaining proceeds will be deposited to the
trust account of Beard & Savory, PLLC, to be held pending further
orders of the Court.

The Debtor submits that the sale of the Acquired Assets to the
Proposed Purchaser pursuant to the APA, or such as the agreement as
the Debtor may reach with the party submitting the Prevailing Bid,
is in the best interest of the Debtor's estate and its creditors.


Accordingly, the Debtor asks the Court to approve the sale of the
Acquired Assets to the Purchaser free and clear of all liens,
claims and encumbrances.

The Debtor asks the Court to waive the 14-day stay imposed by Rule
6004(h) of the Federal Rules of Bankruptcy Procedure.

The Debtor asks that the Court hears the Motion on an expedited
basis and has, accordingly, filed a motion to shorten notice.

D&D Packaging, Inc., can be reached at:

          R. Lee Webber
          Morton & Germany, PLLC
          45 N. B.B. King Blvd., Suite 201
          Memphis, TN 38013

                    About American Container

American Container, Inc., filed a chapter 11 petition (Bankr. W.D.
Tenn. Case No. 16-26399) on July 15, 2016.  The petition was
signed
by Steve Harris, president.  The Debtor is represented by Russel
W.
Savory, Esq., at Beard & Savory, PLLC.  The case is assigned to
Judge Paulette J. Delk.  The Debtor disclosed total assets at
$2.55
million and total debts at $4.30 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 American Container, Inc.


AP EXHAUST: S&P Assigns 'B' CCR; Outlook Stable
-----------------------------------------------
S&P Global Ratings said that it has assigned its 'B' corporate
credit rating to auto supplier AP Exhaust Intermediate Holdings
LLC.  The outlook is stable.

AP Exhaust is planning to issue a $315 million first-lien term
loan, a $125 million second-lien term loan, and a $75 million
asset-based revolving credit facility as a part of the acquisition
and merger of AP Exhaust Products Inc. (AP) with CWD LLC (Centric)
by private-equity sponsors.

At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the company's proposed $315 million first-lien
term loan due 2024.  The '3' recovery rating indicates S&P's
expectation for meaningful (50%-70%; rounded estimate: 50%)
recovery in the event of a payment default.  AP Exhaust Acquisition
LLC and CWD Buyer--both wholly-owned core subsidiaries of APC
Aftermarket--will be the borrowers under the proposed debt.

"APC Aftermarket is a U.S.-based supplier of exhaust, brake, and
chassis products," said S&P Global credit analyst David Binns. "The
'B' corporate credit rating reflects the company's relatively
stable aftermarket auto parts business, which is somewhat offset by
the intense competition in the aftermarket parts segment, the
narrow scope of its operations, its limited scale, and its lack of
diversity (the company only sells auto parts in the U.S. and has
only three main product divisions)."

The stable outlook on APC reflects S&P's expectation that the
company will maintain or improve its recent EBITDA margins,
allowing it to generate modest FOCF over the next 12 months.

S&P could lower its ratings on APC in the next 12 months if the
company's operating prospects reverse and its debt-to-EBITDA fails
to decrease, remaining consistently above 6.5x.  This could be
caused by problems related to the integration of AP Exhaust with
Centric, issues with filling orders, or quality concerns with the
company's parts.

S&P considers an upgrade unlikely during the next 12 months because
it believes that APC Aftermarket's financial policies will remain
aggressive under its financial sponsor (based on its large debt
burden relative to its size).  However, if the company improves its
gross margins above 37%, reduces its debt-to-EBITDA below 5x, and
its financial sponsor commits to a financial policy that will allow
the company to maintain its leverage at this level, S&P could
consider an upgrade.


APEX PROPERTIES: Hires Magee Goldstein as Counsel
-------------------------------------------------
Apex Properties, LLC seeks authorization from the U.S. Bankruptcy
Court for the Western District of Virginia to employ Magee
Goldstein Lasky & Sayers, PC as counsel for the Debtor.

The Debtor requires Magee Goldstein to:

      a. advise the Debtor with respect to its powers and duties as
debtor in possession in the continued management and operation of
its business and properties;

      b. advise and consult on the conduct of the Bankruptcy Case,
including all of the legal and administrative requirements of
operating in chapter 11;

      c. attend meetings and negotiate with representatives of
Debtor’s creditors and other parties in interest;

      d. take all necessary action to protect and preserve the
Debtor's estate, including prosecuting actions on the Debtor's
behalf, defending any actions commenced against the Debtor, and
represent the Debtor's interests in negotiations concerning all
litigation in which the Debtor is involved, including objections to
claims filed against the Debtor's estates;

      e. prepare all pleadings, including motions, applications,
answers, orders, reports, and papers necessary or otherwise
beneficial to the administration of the Debtor's estate;

      f. represent the Debtor in connection with obtaining
postpetition financing, if necessary;

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

      h. appear before the Court to represent the interests of the
Debtor's estate before the Court;

      i. take any necessary action on behalf of the Debtor to
negotiate, prepare on behalf of the Debtor, and obtain approval of
a chapter 11 plan and documents related thereto; and

      j. perform all other necessary or otherwise beneficial legal
services to the Debtor in connection with prosecution of this
Bankruptcy Case, including (i) analyzing the Debtor's leases and
contracts and the assumptions, rejections, or assignments thereof,
(ii) analyzing the validity of liens against the Debtor; and (iii)
advising the Debtor on corporate and litigation matters.

MGLS lawyers and professionals who will work on the Debtor's case
and their hourly rates are:

      Andrew S. Goldstein                  $375
      Garren R. Laymon                     $275
      M. Coleman Adams                     $200
      Paralegals and Paraprofessionals     $115

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

Andrew S. Goldstein, Esq., shareholder in the law firm of Magee
Goldstein Lasky & Sayers, PC, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estates.

MGLS may be reached at:

     Andrew S. Goldstein, Esq.
     Magee Goldstein Lasky & Sayers, PC
     P.O. Box 404
     Roanoke, VA 24003-0404
     Tel: (540) 343-9800
     Fax: (540) 343-9898
     E-mail: agoldstein@mglspc.com

Apex Properties LLC, based in Salem, Virginia, is a privately held
company and an operator of a non-residential building.  Apex filed
for Chapter 11 bankruptcy (Bankr. W.D. Va. Case No. 17-70501) on
April 14, 2017, listing between $1 million and $10 million in both
assets and liabilities.  The Hon. Paul M. Black presides over the
case.  Andrew S Goldstein, Esq., at MAGEE GOLDSTEIN LASKY & SAYERS,
P.C., serves as Chapter 11 counsel.  The petition was signed by Al
Cooper, managing member.


BAY CITY RECYCLING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Bay City Recycling, LLC
        6731 Bridge Street, Suite 410
        Fort Worth, TX 76112-0817

Case No.: 17-41675

Business Description: The Debtor owns a single family home that
                      contains 890 sq ft and was built in 1896.
                      Located at 9600 Jacksboro Highway Fort Worth
                      TX 76135, the property has 2 bedrooms and 1
                      bathroom.

Chapter 11 Petition Date: April 24, 2017

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

Judge: Hon. Russell F. Nelms

Debtor's Counsel: Craig Douglas Davis, Esq.
                  DAVIS, ERMIS & ROBERTS, P.C.
                  1010 N. Center, Suite 100
                  Arlington, TX 76011
                  Tel: 817-265-8832
                  Fax: 972-262-3264
                  E-mail: davisdavisandroberts@yahoo.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by David Vega, manager.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/txnb17-41675.pdf


BEAVER-VISITEC INT'L: Moody's Revises Outlook Neg. & Affirms B3 CFR
-------------------------------------------------------------------
Moody's Investors Service changed the rating outlook of
Beaver-Visitec International Holdings, Inc., to negative from
stable. At the same time, Moody's affirmed BVI's ratings including
its B3 Corporate Family Rating (CFR). This follows the announcement
that the company has acquired Malosa Medical. Malosa is a
single-use ophthalmic device manufacturer that is based in the
United Kingdom.

Ratings affirmed:

Beaver-Visitec International Holdings, Inc.

Corporate Family Rating at B3

Probability of Default at B3-PD

$30 million senior secured revolving credit facility at B2 (LGD3)

$170 million senior secured first lien term loan at B2 (LGD3)

$80 million senior secured second lien term loan at Caa2 (LGD5)

Moody's anticipates that this transaction will involve the use of
incremental debt. Furthermore, the existing ratings did not
incorporate the expectation that Beaver-Visitec would engage in
acquisitions, but instead would deleverage from initial post-LBO
levels.

RATINGS RATIONALE

BVI's B3 CFR reflects its small absolute size based on sales and
earnings and high concentration in low tech offerings within a
niche product area. The rating also reflects its high financial
leverage. Key offsets to its small size and lack of diversity are
its long-standing presence in the cataract surgery space and low
dependence on its top customers. BVI's constant currency sales
growth will likely remain in the mid-single digit range over the
coming year. However, challenges include the potential for more
customers to purchase bundled products (at the exclusion of BVI
products) or exert more pricing pressure. In addition, alternative
technology, although still used in a small percent of cases, will
grow.

The negative outlook reflects Moody's concerns that BVI will not
achieve or sustain leverage of about 5.5 times over the next 12 to
18 months. BVI's ratings could be downgraded if revenues or
profitability weaken, if positive free cash flow is not maintained
or if debt/EBITDA is not sustained below 5.5 times. Given its small
scale and lack of diversification, the ratings are not likely to be
upgraded over the next 12 to 18 months. Over time, BVI's ratings
could be upgraded if it materially increases scale and
diversification. If BVI can maintain a solid liquidity profile and
can sustain debt/EBITDA below 4.0 times, it could support an
upgrade.

The principal methodology used in these ratings was that for the
Global Medical Product and Device Industry published in October
2012.

Beaver-Visitec International Holdings, Inc., headquartered in
Waltham, Massachusetts, is a manufacturer of low-tech medical
products used by ophthalmologists largely in cataract surgery
procedures.


BEHNEY CORP: Hires McKonly & Asbury as Financial Advisor
--------------------------------------------------------
Behney Corp., seeks authorization from the U.S. Bankruptcy Court
for the Middle District of Pennsylvania to employ McKonly & Asbury
as financial advisor, nunc pro tunc to April 11, 2017.

The Debtor requires M&A to:

     a. collect, manage and preserve the assets and distribution of
funds to creditors in payment of their claims;

     b. prepare of the Debtor's operating reports and financial
statements;

     c. prepare and file the Debtor's federal and state income tax
returns for future fiscal years;

     d. prepare the Debtors schedules and statement of financial
affairs;

     e. represent the Debtor in other matters in connection with
the administration of this bankruptcy proceeding, including
preparation of monthly reports and the establishment of tax claims,
if any;

     f. assist and consult the Debtor and the Debtor's attorneys in
all other matters in connection with the administration of this
bankruptcy proceeding, including gathering data, balancing books,
administration of claims, maintenance of a general ledger, and
reconciliation of cash receipts and disbursements and other
bookkeeping assistance;

     g. other general management, turnaround management, and
general accounting functions.

M&A will be paid at these hourly rates:

     Partner                      $300
     Senior Manager               $225
     Manager                      $195
     Supervisor                   $170
     Senior Accountant            $155
     Staff                        $140

M&A will also be reimbursed for reasonable out-of-pocket expenses
incurred.

David Blain, CPA, partner of McKonly & Asbury, 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.

M&A may be reached at:

     David Blain, CPA
     McKonly & Asbury
     415 Fallowfield Road
     Camp Hill, PA 17011
     Mobile: (717) 645-8910
     Tel: (717) 972-5722
     Fax: (717) 972-7216
          (717) 972-7216
     E-mail: DBlain@macpas.com

                   About Behney Corp.

Based in Lebanon, Pennsylvania, Behney Corp. --
http://www.behneycorp.com/-- is a manufacturer of concrete  
products from a combination of cement and aggregate.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Pa. Case No. 17-01219) on March 29, 2017.  The
petition was signed by Jay M. Behney, president and CEO.  

The case is assigned to Judge Robert N. Opel II.

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


BENJAMIN AND BENT: Unsecureds to Get 5%-15% at 5.25% Over 10 Years
------------------------------------------------------------------
Benjamin and Bent Enterprises, LLC, filed with the U.S. Bankruptcy
Court for the District of South Carolina a disclosure statement
with respect to its first plan of reorganization, dated April 14,
2017.

The Debtor's plan proposes three separate classes of unsecured
creditors:

   * Class 3 consists of the current and former landlords of B&B,
who hold unsecured claims for past-due rent. The Debtor proposes a
distribution of an amount equal to a pro rata share of 5% of the
aggregate of the Class 3 claims payable with 5.25% interest over
120 months. These claims are impaired.

   * Class 4 consists unsecured claims for credit card accounts.
The Debtor proposes a distribution of an amount equal to a pro rata
share of 5% of the aggregate of the Class 4 claims payable with
5.25% interest over 120 months. These claims are impaired.

   * Class 5 consists of unsecured claims for prepetition vendor
accounts. The vendors involved are essential to B&B's continued
operations due to the nature of the products supplied, the
logistics involved in vendor's supply chains and localities, and
other factors rendering their continued availability essential. The
Debtor, therefore, proposes a distribution of an amount equal to a
pro rata share of 15% of the aggregate of the Class 5 claims
payable with 5.25% interest over 120 months. These claims are
impaired.

B&B's business history, reputation with customers, industry
standing, financial performance in its chapter 11 proceeding, and
revenue and expense projections, taken together, exhibit that
payment to its creditors under the terms of its Plan is feasible.

The budget attached to B&B's Third Interim Cash Collateral Order
projects continuing ability to meet course of business obligations.
The administrative expenses involved in funding an ongoing chapter
11 proceeding will decrease substantially upon confirmation of
B&B's plan.

The Disclosure Statement is available at:

        http://bankrupt.com/misc/scb16-05349-64.pdf

           About Benjamin and Bent Enterprises, LLC

Benjamin and Bent Enterprises, LLC dba Rick Bent Flooring filed a
Chapter 11 petition (Bankr. D.S.C. Case No. 16-05349), on October
25, 2016. The petition was signed by Louis Benjamin, president.
The
case is assigned to Judge John E. Waites. The Debtor's counsel is
Philip L. Fairbanks, Esq., Philip L. Fairbanks, Esq., P.C.

At the time of filing, the Debtor estimated assets at $100,000 to
$500,000 and liabilities at $1 million to $10 million.  The
petition was signed by Louis Benjamin, president.


BILL BARRETT: Moody's Hikes Corporate Family Rating to Caa1
-----------------------------------------------------------
Moody's Investors Service upgraded Bill Barrett Corporation's
Corporate Family Rating (CFR) to Caa1 from Caa2 and its existing
senior unsecured notes' ratings to Caa2 from Caa3. The SGL-3
Speculative Grade Liquidity Rating was affirmed and the rating
outlook remains stable.

"The upgrade of Bill Barrett's ratings is driven by the reduction
of default risk supported by the company's large cash balance and
improved debt maturity profile," said Prateek Reddy, Moody's lead
analyst. "The company's credit metrics are likely to soften in 2017
because of the roll off of higher priced hedges, but the metrics
should strengthen along with production growth in 2018."

Concurrently, Moody's assigned a Caa2 rating to the company's
proposed $275 million senior notes offering. Proceeds from the new
notes issuance and approximately $52 million of balance sheet cash
will be used to fully redeem the existing $315 million of 7.625%
senior notes due 2019, $0.6 million of the 5% convertible notes due
2028 and to fund $11 million of tender premiums and transaction
related fees and expenses.

The rating of the existing 7.625% senior notes due 2019 will be
withdrawn upon their complete redemption following the close of the
proposed senior notes offering.

Rating Actions:

-- Corporate Family Rating, upgraded to Caa1 from Caa2

-- Probability of Default Rating, upgraded to Caa1-PD from Caa2-
    PD

-- $315.3 Million Backed Senior Unsecured Notes due 2019,
    upgraded to Caa2 (LGD4) from Caa3 (LGD4)

-- $400 Million Backed Senior Unsecured Notes due 2022, upgraded
    to Caa2 (LGD4) from Caa3 (LGD4)

-- $275 Million Backed Senior Unsecured Notes due 2025, assigned
    at Caa2 (LGD4)

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

-- Outlook, remains Stable

RATINGS RATIONALE

Bill Barrett's Caa1 CFR incorporates expectations for the softening
of 2017 credit metrics because of the roll off of higher priced
hedges and minimal production growth following low capital spending
in 2016. Ratings also reflect the company's small scale,
oil-focused production profile and a reserve base that is exposed
to single-basin concentration risk. The rating is supported by the
modest easing of default risk driven by the improvement in
liquidity from an asset sale and equity issuance in 2016. The
company now has adequate liquidity to fund its capital spending
program that will contribute to meaningful production growth and
some strengthening of credit metrics in 2018.

Bill Barrett's senior notes, including the proposed $275 million
senior notes, are rated Caa2, one notch below the Caa1 CFR. The one
notch difference reflects the meaningful size ($300 million of
commitments and borrowing base) of the priority-claim secured
borrowing base revolving credit facility compared to unsecured debt
in the capital structure.

Bill Barrett's SGL-3 Speculative Grade Liquidity Rating reflects
expectations for an adequate liquidity profile through mid-2018.
Pro forma for the senior notes issuance, Bill Barrett will have
about $225 million in cash and almost full availability under the
$300 million revolving credit facility (except for $26 million of
letters of credit outstanding). The revolver commitments expire in
2020 and the credit agreement has three financial maintenance
covenants - a minimum current ratio of 1.0x, a maximum secured debt
leverage ratio of 2.5x, and a minimum interest coverage ratio of
2.5x. The company will likely comply with the covenants but the
interest coverage ratio headroom will likely tighten in the second
half of 2017 before improving in 2018. The company's ability to
generate cash from asset sales is limited, but it did raise cash by
issuing equity in late 2016.

The stable outlook reflects Moody's expectations for Bill Barrett
to grow production, modestly improve credit metrics, and to comply
with the covenants over the next 12 months.

Bill Barrett's ratings could be downgraded if production begins to
decline, retained cash flow (RCF) to debt drops to under 5% or
EBITDA to interest falls below 2.5x.

Ratings could be upgraded if Bill Barrett grows production in a
capital efficient manner. RCF to debt sustained above 15%, leverage
full cycle ratio approaching 1x, EBITDA to interest above 4x and
maintenance of adequate liquidity could support a ratings upgrade.

Bill Barrett is a Denver, Colorado based independent exploration
and production company with operations focused in the Rocky
Mountain region.

The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011.


BILL BARRETT: S&P Rates Proposed $275MM Unsec. Notes 'CCC+'
-----------------------------------------------------------
S&P Global Ratings said it assigned its 'CCC+' issue-level rating
and '5' recovery rating to Denver-based oil and gas exploration and
production company Bill Barrett Corp.'s proposed $275 million
senior unsecured notes due 2025.  The '5' recovery rating indicates
S&P's expectation of modest (10% to 30%, rounded estimate: 25%)
recovery in the event of a payment default.  S&P's 'B-' corporate
credit rating and negative outlook on the company are unchanged.

At the same time, S&P raised the issue-level ratings on the
company's existing convertible notes due 2028 and senior unsecured
notes due 2022 to 'CCC+' from 'CCC'.  S&P also revised its recovery
rating on the company's unsecured debt to '5' from '6', reflecting
a reduced capital debt structure and a higher year-end reserve
value.  The '5' recovery rating indicates S&P's expectation of
modest (10% to 30%, rounded estimate: 25%) recovery in the event of
a payment default.

S&P expects the company to use the proceeds from the proposed notes
and cash on hand to refinance its 7.625% senior unsecured notes due
2019.  As of Dec. 31, 2016, $315.3 million was outstanding on the
notes.

                         RECOVERY ANALYSIS

Key analytical factors

   -- S&P raised the issue-level ratings on the company's existing

      convertible notes due 2028 and senior unsecured notes due
      2022 to 'CCC+' from 'CCC'.  S&P also revised its recovery
      rating on the company's unsecured debt to '5' from '6',
      reflecting a reduced capital debt structure and a higher
      year-end reserve value.

   -- S&P's simulated default scenario for Bill Barrett assumes a
      sustained period of low commodity prices (consistent with
      the conditions of past defaults in this sector).

   -- S&P based its valuation of Bill Barrett's reserves on a
      company-provided 2016 year-end PV-10 report, using S&P
      Global Ratings' recovery price deck assumptions of $50 per
      barrel for WTI crude oil and $3.00 per million British
      thermal units for Henry Hub natural gas.

   -- S&P's recovery analysis for Bill Barrett also incorporates
      the company's $300 million of commitments on its senior
      secured reserve-based loan facility maturing in 2020, which
      S&P assumes will be fully drawn at default, less outstanding

      letters of credit.

Simulated default assumptions
   -- Simulated year of default: 2019

Simplified waterfall
   -- Net enterprise value (after 5% in administrative costs):
      $474 million
   -- Reserve-based loan claims: $285 million
      -- Recovery expectations: Not applicable
   -- Senior unsecured notes claims: $700 million
      -- Recovery expectation: 10% to 30% (rounded estimate: 25%)

Note: All debt amounts include six months of prepetition interest.

RATINGS LIST

Bill Barrett Corp.
Corporate credit rating                      B-/Negative/--

New Rating
Bill Barrett Corp.
$275 million sr unsecd notes due 2025       CCC+
  Recovery rating                            5(25%)

Issue-Level Ratings Raised; Recovery Ratings Revised
                                             To         From
Bill Barrett Corp.
Senior Unsecured
Convertible nts due 2028                    CCC+       CCC
  Recovery rating                            5(25%)     6(5%)
Sr nts due 2022                             CCC+       CCC
  Recovery rating                            5(25%)     6(5%)


BIONITROGEN HOLDINGS: Seeks Dismissal of  Chapter 11 Cases
----------------------------------------------------------
BankruptcyData.com reported that BioNitrogen Holdings filed with
the U.S. Bankruptcy Court a motion to dismiss its jointly
administered cases.  The motion explains, "Given that there is no
immediate possibility of reorganization and no assets or causes of
action that would justify a conversion to Chapter 7, the Debtors
respectfully request that the Court enter an order dismissing these
chapter 11 cases.  Under section 1112(b) of the Bankruptcy Code,
the Court shall dismiss a chapter 11 case 'for cause' if it is in
the best interests of creditors and the estate.  As of the date
herein, the Debtors are holding the sum of approximately $154,000
in their Debtor in Possession Account.  The Debtors (with the
agreement of its professionals, and its largest creditors, Annon
and the City of Perry) intend to disburse the balance in its Debtor
in Possession Accounts (after payment of U.S. Trustee fees) to its
Court- approved professionals to: (a) reimburse the professionals
for their respective unpaid expenses; and (b) to the extent any
funds remain after payment of expenses in full, pro rata to each on
account of unpaid fees."

               About BioNitrogen Holdings, Corp.

BioNitrogen Holdings Corp. (OTC PINK: BION) --
http://www.BioNitrogen.com/-- is a cleantech company based in
Miami, Florida, that utilizes patented technology to build
environmentally friendly plants that convert biomass into urea
fertilizer.

BioNitrogen Holdings, Corp., formerly known as Hidenet Securities
Architectures, Inc., doing business as BioNitrogen Corp. and its
affiliates filed for Chapter 11 protection (Bankr. S.D. Fla. Case
Nos. 15-29505 to 15-29515) on Nov. 3, 2015.  The petition was
signed by Carlos A. Contreras, chairman and chief executive
officer. Bankruptcy Judges Robert A. Mark, Laurel M. Isicoff and
Jay Cristol preside over the cases.  

BioNitrogen Holdings disclosed that the value of its assets are
"unknown" and its liabilities total $3.5 million.  BioNitrogen
Florida Holdings and BioNitrogen Plant FL Taylor estimated assets
between $0 and $50,000, and debts at $1 million to $10 million.

Jacqueline Calderin, Esq., at Ehrenstein Charbonneau Calderin
represents the Debtors in their restructuring effort.  The Debtors
also hired the Law Office of Frederick M. Lehrer. as their special
counsel; and Nexus Engineering Group, LLC to provide them
engineering support services.


BIONITROGEN HOLDINGS: UST Opposes Dismissal, Seeks Case Conversion
------------------------------------------------------------------
BankruptcyData.com reported that the U.S. Trustee filed with the
U.S. Bankruptcy Court an expedited motion to convert BioNitrogen
Holdings' cases to Chapter 7 and objection to the motion to
dismiss.  The motion explains, "After nearly 18 months as in
chapter 11, the Debtors have been unsuccessful in securing the
necessary financing or strategic partner necessary to proceed with
a plan of reorganization.  The Debtors have now sought dismissal of
the cases and for authority to disburse the remaining funds to
professionals and in a separate motion to transfer the most
valuable asset in these cases, the patents and trademarks
('Assets') owned by 4A Technologies to Annon Consulting.  Annon is
a secured creditor in the lead case, but an unsecured creditor in
4A Technologies.  The Debtors describe the proposed transaction as
a credit bid but in reality there is no sale and there is no credit
bid.  The sale motion is in essence seeking authority to transfer
the Assets owned by 4A Technologies to Annon as a general unsecured
creditor in lieu of a distribution on its unsecured claim in that
case.  The proposed transfer allows Annon to take ownership of the
Assets without actually foreclosing on its security interest in the
membership interests of 4A Technologies.  In these cases, the
record supports a finding of cause to deny dismissal and convert
these cases.  There is no ongoing business.  The Debtors have
sought dismissal and cannot proceed in chapter 11.  The Debtors are
seeking a structured dismissal by arranging for a transfer of the
patents to Annon and attempting to distribute funds on deposit in
violation of the priority scheme established by the Code.  The UST
respectfully requests that this Court to deny the Motion to Dismiss
and to enter of an order converting the above-captioned Chapter 11
cases to cases under Chapter 7, and grant such other further relief
as may be just and proper."  The Court scheduled an April 25, 2017
hearing on the motion.

                 About BioNitrogen Holdings, Corp.

BioNitrogen Holdings Corp. (OTC PINK: BION) --
http://www.BioNitrogen.com/-- is a cleantech company based in
Miami, Florida, that utilizes patented technology to build
environmentally friendly plants that convert biomass into urea
fertilizer.

BioNitrogen Holdings, Corp., formerly known as Hidenet Securities
Architectures, Inc., doing business as BioNitrogen Corp., and its
affiliates filed for Chapter 11 protection (Bankr. S.D. Fla. Case
Nos. 15-29505 to 15-29515) on Nov. 3, 2015.  Carlos A. Contreras,
chairman and CEO, signed the petitions.  Bankruptcy Judges Robert
A. Mark, Laurel M. Isicoff and Jay Cristol preside over the cases.


BioNitrogen Holdings disclosed that the value of its assets are
"unknown" and its liabilities total $3.5 million.  BioNitrogen
Florida Holdings and BioNitrogen Plant FL Taylor estimated assets
between $0 and $50,000, and debts at $1 million to $10 million.

Jacqueline Calderin, Esq., at Ehrenstein Charbonneau Calderin,
serve as bankruptcy counsel to the Debtors.  The Debtors also hired
the Law Office of Frederick M. Lehrer. as their special counsel;
and Nexus Engineering Group, LLC, to provide them engineering
support services.


BIOSTAGE INC: Files Notice of Effectiveness
-------------------------------------------
On April 14, 2017, Biostage, Inc., filed with the Securities and
Exchange Commission a notice of effectiveness with respect to the
Form S-3 Registration Statement.

                       About Biostage

Biostage, Inc., formerly Harvard Apparatus Regenerative Technology,
Inc. -- http://www.biostage.com/-- is a biotechnology company
engaged in developing bioengineered organ implants based on its
Cellframe technology.

Biostage reported a net loss of $11.57 million on $82,000 of
revenues for the year ended Dec. 31, 2016, compared to a net loss
of $11.70 million on $118,000 of revenues for the year ended Dec.
31, 2015.  The Company's balance sheet at Dec. 31, 2016, showed
$4.55 million in total assets, $2.77 million in total
liabilities and $1.77 million in total stockholders' equity.

KPMG LLP, in Cambridge, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has suffered
recurring
losses from operations and will require additional financing to
fund future operations which raise substantial doubt about its
ability to continue as a going concern.


BLACK KNIGHT: S&P Raises CCR to 'BB' on Deleveraging
----------------------------------------------------
S&P Global Ratings raised its corporate credit rating on
Jacksonville, Fla.-based Black Knight Financial Services Inc.
(BKFS) to 'BB' from 'BB-'.  The outlook is stable.

At the same time, S&P raised its issue-level rating on Black Knight
InfoServ LLC senior secured credit facility to 'BB+' from 'BB'.
The '2' recovery rating indicates S&P's expectation for substantial
recovery (70%-90%; rounded estimate: 75%) in the event of payment
default.

"The upgrade reflects leverage reduction to 3.5x as of Dec. 31,
2016 from 4.1x at Dec. 31, 2015, and our forecast that leverage
will decline further to the low-3x area by the end of 2017
supported by EBITDA growth and required amortization payments,"
said S&P Global Ratings credit analyst Adam Lynn.  S&P expects the
company to delever while pursuing smaller tuck-in acquisitions and
opportunistic share repurchases, and S&P assumes no dividends.

The stable outlook reflects S&P's view of the company's leading and
defensible market position in mortgage servicing software, and
S&P's expectation for low- to mid-single-digit revenue growth and
leverage reduction to the low-3x area by the end of 2017.


BREITBURN ENERGY: Egan-Jones Withdrew 'D' Sr. Unsec. Debt Ratings
-----------------------------------------------------------------
Egan-Jones Ratings Company, on February 28, 2017, withdrew the D
senior unsecured debt ratings and commercial paper ratings on
Breitburn Energy Partners LP.

Breitburn Energy Partners LP is an independent oil and gas master
limited partnership focused on the acquisition, development, and
production of oil and gas properties throughout the United States.
Breitburn's producing and non-producing crude oil and natural gas
reserves are located in Ark-La-Tex; the Midwest; the Permian Basin;
the Mid-Continent; the Rockies; the Southeast; and California.


BUCKTAIL MEDICAL: Unsecureds to Recoup 5% Under Plan
----------------------------------------------------
The Bucktail Medical Center filed with the U.S. Bankruptcy Court
for the Middle District of Pennsylvania a disclosure statement
filed on April 17, 2017, in support of the plan of reorganization
dated April 6, 2017.

At the time of the commencement of the case, the Debtor scheduled
$911,495.56 in general unsecured claims not entitled to priority.
As the result of the filing of proofs of claim, there are asserted
$1,027,333.98 in general unsecured claims not entitled to
priority.

Holders of Class 16 General Unsecured Claims will receive a
one-time distribution as payment in full of the allowed claim equal
to 5% of the allowed amount of the Class 16 claim, however, the
total distribution to Class 16 allowed claims is capped at $60,000.


The Debtor will obtain a line of credit from its secured lender,
Santander Bank, N.A., to allow for the one time lump sum
distribution to its general unsecured creditors holding claims not
entitled to priority, as well as payment of the consumer claims
and, together with the Debtor's Bankruptcy Reserves, the payment
the administrative fees of professionals, and the amounts needed to
cure the arrearages of than the assumed contracts of HHS, EmCare
and Healthland.  The Debtor will then utilize the reminder of the
line working capital and required capital investments of around
$85,000 in FY 2017 and $385,000 in FY 2018, and will utilize the
cash flow from operations to fund its plan obligations to Santander
Bank.  

The Debtor will further continue to meet it obligation to Siemens
on the CA-540 Coagulation Analyzer.

Repayment will be consistent with the Debtor's cash flow, allowing
the Debtor to continue operations and meet the needs of the
community and the Code as to its creditors, and the meet its
obligations to its secured creditors Santander and Siemens, as well
as to make the specified lump sum payments for the benefit of the
holders of allowed general unsecured claims not entitled to
priority, consumer claims, and its administrative and priority
claims.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/pamb15-04297-203.pdf

                   About Bucktail Medical Center

The Bucktail Medical Center owns and operates a 21-bed Critical
Access Hospital, a 43 bed skilled nursing care facility, a basic
life-support ambulance, and a community health clinic.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D.
Pa. Case No. 15-04297) on Oct. 2, 2015.  The Debtor's petition was
signed by Timothy Reeves, CEO.

Hon. John J. Thomas presides over the case. Kevin Joseph Petak,
Esq., and James R. Walsh, Esq., at Spence, Custer, Saylor, Wolfe &
Rose, LLC, serves as counsel to the Debtors.

In its petition, Bucktail Medical Center estimated $0 to 50,000 in
assets and $1 million to $10 million in liabilities.


C&C FINDS4U LLC: Hires David C. Jones, Jr., as Attorney
-------------------------------------------------------
C&C Finds4U, LLC seeks authorization from the U.S. Bankruptcy Court
for the Eastern District of Virginia to employ David C. Jones, Jr.,
as attorney for the Debtor.

The Debtor requires David C. Jones, Jr., to:

      a. advise and consult concerning questions arising in the
conduct of the administration of the estate and concerning the
Debtor's rights and remedies with regard to the estate's assets and
the claims of secured, preferred, and unsecured creditors and other
parties in interest.

      b. assist in the preparation of such pleadings, Motions,
Notices, and Orders as are required for the orderly administration
of the estate; and to consult with and advise the Debtor in
connection with the operation of the business of the Debtor.

      c. prepare and file a Plan of Reorganization and Disclosure
Statement and to obtain the confirmation and completion of the
Plan, and to prepare a Final Report and a Final Accounting.

      d. appear for, prosecute, defend, and represent Debtor's
interests in suits arising in or related to this case.

      e. investigate and prosecute preference and other actions
arising under the Debtor's avoiding powers.

The Debtor will compensate David C. Jones at the rate of $350 per
hour.

David C. Jones, Jr., Esq., assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estates.

David C. Jones may be reached at:

     David C. Jones, Jr., Esq.
     10617 Jones Street, Suite 301-A Fairfax
     Virginia 22030
     Tel: 703-273-7350
     Fax: 703-385-373

C&C Finds4U, LLC filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Va. Case No. 17-11246) on April 12, 2017, listing under $1
million in both assets and liabilities.  


CAESARS ENTERTAINMENT: Settlement with NRF Parties Approved
-----------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court issued
an order approving Caesars Entertainment Operating Company's motion
to approve compromise or settlement by and among, among others, the
Debtors, Caesars Entertainment Corporation (CEC) and the National
Retirement Fund Parties (NRF).  As previously reported, "Pursuant
to the Settlement Agreement, the Employers retroactively will be
restored to the Legacy Plan of the NRF as of the date of their
expulsion from such plan, the NRF will withdraw its claim for more
than $360 million of withdrawal liability against each of the
Debtors, each of the other Caesars Parties, and each member of the
Controlled Group and the NRF Parties have agreed to not assert
claims against the Released Caesars Parties related to the creation
of the real estate investment trust or the other transactions
contemplated by the Debtors' plan of reorganization.  In short, the
Settlement Agreement generally returns the relationship between the
NRF Parties and the Caesars Parties to the prepetition status quo.
Under the Settlement Agreement, on the effective date of the Plan,
CEC will make payments equal to $45 million (the 'Caesars
Payments').  The Debtors will not pay any portion of this amount.
On the Effective Date, CEC will make an aggregate payment of $45
million to the NRF, which includes: $10 million Settlement Payment;
$5 million Fee Payment; $15 million Contribution Payment; and $15
million Withdrawal Payment.  The Legacy Plan shall offset the
Employers' required monthly Contributions in each calendar year
against the Contribution Balance such that the Employers shall
collectively have a credit in the aggregate amount of $8,000,000
per year against their required contributions to the Legacy Plan
for such calendar year. The Employers shall be obligated to pay to
the Legacy Plan (on a monthly basis) in the credited year the
aggregate amount of the Employers' collective contributions due and
owing in excess of $8,000,000."    

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.,
is one of the world's largest casino companies.  Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names.  The Company has its
corporate headquarters in Las Vegas.  Harrah's announced its
re-branding to Caesar's in mid-November 2010.

In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended and
Restated Restructuring Support and Forbearance Agreement, dated as
of Dec. 31, 2014, among Caesars Entertainment, CEOC and the
Consenting Creditors.  As a result, The RSA became effective
pursuant to its terms as of Jan. 9, 2015.

Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No.  15-10047) on Jan. 12, 2015.  The bondholders are represented
By Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
LLP.

CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill.  Lead Case No. 15-01145) on
Jan. 15, 2015.  CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.

Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.

Kirkland & Ellis serves as the Debtors' counsel.  AlixPartners is
the Debtors' restructuring advisors.  Prime Clerk LLC acts as the
Debtors' notice and claims agent.  Judge Benjamin Goldgar presides
over the cases.

The U.S. Trustee has appointed an official committee of second
priority noteholders and an official unsecured creditors'
committee.

The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner.
The examiner retained Winston & Strawn LLP, as his counsel; Alvarez
& Marsal Global Forensic and Dispute Services, LLC, as financial
advisor; and Luskin, Stern & Eisler LLP, as special conflicts
counsel.

                       *     *     *

On Jan. 17, 2017, the U.S. Bankruptcy Court for the Northern
District of Illinois confirmed the Third Amended Joint Plan of
Reorganization of Caesars Entertainment Operating Company, Inc. and
its affiliated debtors.


CARETRUST REIT: Moody's Revises Outlook to Pos. & Affirms B1 CFR
----------------------------------------------------------------
Moody's Investors Service affirmed all ratings of CareTrust REIT,
Inc. (CTRE), including the B1 senior unsecured debt rating. The
outlook was revised to positive from stable. The following ratings
were affirmed:

Issuer: CareTrust REIT, Inc.

Corporate family rating at B1

CTR Partnership, L.P.

Senior unsecured debt rating at B1

RATINGS RATIONALE

The positive rating outlook reflects Moody's expectations of
stronger cash flow metrics and a continued reduction in tenant
concentration with The Ensign Group, Inc. ("Ensign"), while
enhancing the size and quality of the portfolio. Since the spin-off
from Ensign in 2014, CareTrust has grown its asset base by close to
80% and reduced its exposure to the operator to 49% (proforma for
recently announced acquisitions) from 96%. In addition, the REIT
has reduced net debt/EBITDA to 5.2x at YE16 from 6.4x at YE15, and
improved fixed charge coverage to 3.7x at YE16 from 2.5x at YE15.
Moody's expects net debt/EBITDA to be maintained at the company's
target of between 4 - 5x on a consistent basis. The REIT's credit
profile is enhanced by a 100% unencumbered portfolio and no debt
maturities until 2019 when the revolving credit facility comes
due.

CareTrust's investment focus is in skilled nursing facilities,
which are highly dependent on reimbursements from Medicaid and
Medicare and can be volatile from year to year. These government
programs are encouraging shorter lengths of stay for outpatient,
non-emergency procedures which are pressuring occupancies at
nursing homes. In addition, nursing shortages across the country
are increasing compensation costs for SNFs. These factors have
resulted in pressure on profits at nursing homes, however
positively Moody's notes that rent coverage has remained strong at
CareTrust at 1.78x for the trailing twelve month period ended
September 30, 2016.

Upward ratings movement would be predicated upon maintenance of
gross asset size above $1 billion, net debt/EBITDA sustained below
5.0x, maintenance of tenant concentration such that no tenant
represents >50% of revenues and maintenance of fixed charge
coverage at or above 3.0x. An upgrade would also reflect sound
property coverage ratios across all significant leases. A downgrade
would result should the REIT experience a substantial deterioration
in EBITDAR coverage ratios for their operators on a sustained basis
or fixed charge coverage fall below 2.8x on a sustained basis. A
large, leveraged acquisition could also create pressure on the
rating.

CareTrust REIT, Inc specializes in the ownership and management of
triple-net leased senior housing facilities in the western U.S. As
of YE16 CareTrust's portfolio consisted 154 real estate properties
located in 20 states. The company's gross asset value as of YE16
was $1.1 billion.

The principal methodology used in these ratings was Global Rating
Methodology for REITs and Other Commercial Property Firms published
in July 2010.


CARITAS INVESTMENT: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Caritas Investment Limited Partnership
        140 Wallacks Drive
        Stamford, CT 06902

Case No.: 17-50456

Business Description: The Debtor is a single asset real estate
                      as defined in 11 U.S.C. Section 101(51B).
                      It owns the property at 140 Wallacks Drive,
                      Stamford, CT 06902, which consists of a
                      parcel on Stamford mainland and an island
                      in the City of Stamford.  The property is
                      occupied as a residence of Mr. John A.
                      Morgan and his family.  The property is
                      in foreclosure by Bank of America in the
                      U.S. District Court, District of
                      Connecticut: Case No. 3:15cv-01467.  The
                      Law Day was April 25, 2017.

Chapter 11 Petition Date: April 24, 2017

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Hon. Julie A. Manning

Debtor's Counsel: Ellery E. Plotkin, Esq.
                  LAW OFFICES OF ELLERY E. PLOTKIN, LLC
                  777 Summer Street, 2nd Floor
                  Stamford, CT 06901
                  Tel: 203 325-4457
                  Fax: 203-325-4376
                  E-mail: EPlotkinJD@aol.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by John A. Morgan, member of Morgan 2000,
LLC, general partner.

The Debtor failed to include a list of its 20 largest unsecured
creditors at the time of the filing.

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

          http://bankrupt.com/misc/ctb17-50456.pdf


CELERITAS CHEMICALS: Latest Plan Modifies Treatment of Tax Claims
-----------------------------------------------------------------
Celeritas Chemicals, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of Texas a second amended disclosure
statement in support of its plan of reorganization, dated April 14,
2017.

Celeritas has engaged James M. Stanton and Stanton LLP to assist in
recovery of the Smith Oil Judgment, Insurance Claim, and Prime Pack
Judgment with the financing such litigation to come from a $30,000
retainer provided by the Debtor and to be replenished by the owner,
Percy Pinto, as needed, whenever the retainer dips below $10,000.
The Debtor currently has authority from the Court to borrow up to
the $50,000 from Percy Pinto for operations and funding of the
Stanton Law Firm in the amounts above the initial retainer under
the Debtor in Possession financing order.  JPMorgan Chase will
retain its lien against the Insurance Claim and the judgments with
interest at the non-default contract rate to accrue until paid in
full.  Upon recovery of funds from the Insurance Claim, the Smith
Oil Judgment and/or the Prime Pack Judgment, Chase will be paid on
account of its liens with any remaining deficiency claim to be
treated as a general unsecured claim.

Class 2 Property tax claims under the plan are impaired and
entitled to vote. The treatment of class 2 claims has been revised
and only states that any remaining Allowed, unpaid Property Tax
Claims will be paid from the Claims Payment Fund with the statutory
rate interest of 12% per annum in accordance with 11 U.S.C.
sections 511 and 1129(a)(9)(C).

On or before the Effective Date, Mr. Pinto shall establish a fund
for payment of Allowed Claims. Into the Claims Payment Fund, Mr.
Pinto will pay $100,000 within 30 days of the Effective Date. In
addition, all remaining proceeds of the recovery under the
Insurance Claim against Euler Hermes, the Smith Oil Judgment, and
the Prime Pack Judgment after satisfaction of Chase’s liens
against such assets will also be paid into the Claims Payment
Fund.

A blacklined version of the Second Amended Disclosure Statement is
available at:

        http://bankrupt.com/misc/txnb16-11822-118.pdf

                   About Celeritas Chemicals

Celeritas Chemicals, LLC was organized as a Limited Liability
Company in Texas in 2005 and is in the business of importing guar
gum that is used in various industrial applications but primarily
for the extraction of natural gas.  Celeritas sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case
No.
16-42136) on June 2, 2016.  The petition was signed by Percy
Pinto,
managing member. The case is assigned to Judge Mark X. Mullin.  At
the time of the filing, the Debtor estimated its assets and
liabilities at $1 million to $10 million.

The Debtor hired Quilling, Selander, Lownds, Winslett & Moser,
P.C.
as its legal counsel; Anderson Tobin, PLLC, and Stanton Law Firm,
PC, as special counsel; and Sheldon E. Levy, CPA as accountant.


CHARLES A. KNIGHT: Trenton Buying All Assets for $430K
------------------------------------------------------
Charles A. Knight, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Michigan to authorize the sale of all its
transferable real and personal property, tangible and intangible,
including assumed contracts, located at Lot 7, West-Grange
Subdivision, as recorded in Liber 85, Page 39 of Plats, Wayne
County Records, commonly known as 3610 West Road, Trenton,
Michigan, Tax I.D. # 54-010-06-0007-000, to Trenton Gas Property,
LLC for $430,000, subject to overbid.

In order to maximize the value of its assets, the Debtor has been
marketing its assets to third parties for over 12 months.  The
current offer for $430,000 is the highest offer for its assets that
has been received in that time.

The Debtor intends to retain Kohut Law Group PLLC ("KLG") to assist
in the marketing of the property.  KLG will market the property to
likely bidders in a way calculated to reach the most likely bidders
for its property, namely a gas station and convenience store.  KLG
will compile an informational package on the Debtor's assets to be
sold, including statements of past financial performance, a list of
current contracts, and a list of current creditors.  KLG will make
the package available to all interested potential bidders.  It will
also hold at least one open house at the Debtor's business location
in advance of the auction.

All potential bidders, apart from the existing stalking-horse
buyer, will be required to give notice of their interest to KLG no
later than 15 days before the auction date, and will be required at
the same time to submit a $50,000 refundable deposit to KLG.

The sale will be a stalking horse auction, which means that it will
be subject to higher and better offers.  The sale will be to the
Purchaser unless there is a higher and better offer.  The terms of
the auction would be that overbids would be in increments of
$5,000.  There will be a break-up fee of $5,000.  A stalking horse
auction will be held at the Debtor's Consultant's office on the
date set forth in the Order.  At that time, any parties may bid
greater than $430,000 for the Assets, subject to $5,000 overbids
and the breakup fee of $5,000.  Any such parties must bring proof
of funds for the bids that they make, and must consummate the sale
within 48 hours of the Closing.  

The Debtor will keep track of the bids, and if the winning bidder
does not consummate the transaction, it will contact the next
highest bidder and give it the opportunity to consummate the
transaction within 48 hours of notice.  The Purchaser will be
entitled to a credit bid in the amount of money owed to it as it
has a perfected security interest.

The Debtor has determined that the sale of the Asset to the
Purchaser will enable it to obtain the highest and best offer for
the Asset and is in the best interests of the Debtor, its estate
and creditors.  The Debtor asks the Court to authorize it to sell
the Assets to the Purchaser free and clear of liens, claims,
encumbrances and other interests with liens to attach to proceeds.


The Debtor further asks that the Court waives the 14-day automatic
stay of the sale, imposed under Bankruptcy Rule 6004(g).

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

     http://bankrupt.com/misc/Charles_Knight_39_Sales.pdf

The Purchaser can be reached at:

          TRENTON GAS PROPERTY, LLC
          c/o Mekani, Orow, Mekani,
          Willal & Hindo P.C.,
          255 South Old Woodward Ave., Suite 310
          Birmingham, MI 48009

                  About Charles A. Knight

Charles A. Knight Inc. d/b/a Charlie Knight's Marathon Service
filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 16-54642),
on Oct. 27, 2016.  The petition was signed by Charles A. Knight,
president.  The case is assigned to Judge Phillip J. Shefferly.
The Debtor is represented by Peter Steven Halabu, Esq., at Halabu
Law Group, P.C.  

At the time of filing, the Debtor estimated assets at $100,000 to
$500,000 and liabilities at $1 million to $10 million in estimated
liabilities.


COCHRAN BROTHERS: Hires Hudson Carter as Accountant
---------------------------------------------------
Cochran Brothers Electric Co., Inc., Cochran Holdings, Inc., and
BS&K Holding, LLC seek authorization from the U.S. Bankruptcy Court
for the Northern District of Georgia to employ Hudson, Carter &
Company, PC as accountant.

The Debtors requires Hudson Carter to provide tax preparation and
other related services and tax consultation as may be necessary in
connection with their reorganization.

Hudson Carter has agreed to receive compensation at the hourly rate
of $200 per hour.

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

Jesse A. Carter, principal of Hudson Carter, 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.

Hudson Carter can be reached at:

       Jesse A. Carter
       HUDSON, CARTER & COMPANY, P.C.
       309 Green St.
       Gainesville, GA 30501
       Tel: (770) 535-2803
       Fax: (770) 535-2804
       E-mail: jesse-carter@att.net

                     About Cochran Brothers

Cochran Brothers Electric Co., Inc., Cochran Holdings, Inc. and
BS&K Property Holding, LLC, based in Gainesville, Ga., filed a
Chapter 11 petition (Bankr. N.D. Ga. Lead Case No. 14-22059) on
September 1, 2014.  John A. Christy, Esq., at Schreeder, Wheeler &
Flint, LLP, serves as bankruptcy counsel.

In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities.  The petition was signed by Boyd
Stanley Cochran, president.

A list of Cochran Brothers's 19 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ganb14-22059.pdf



COLORFX INC: Hires Falco Sult as Estate Representative
------------------------------------------------------
ColorFX, Inc., seeks authorization from the U.S. Bankruptcy Court
for the Central District of California to employ Falco Sult
Financial Services as the Debtor's representative.

The Debtor has incurred significant and unexpected expenses in the
development of both a web e-commerce site and a sophisticated
manufacturing information system for use in production control.
These expenses have exhausted the Debtor's financial reserves.

Additionally, in late 2016, the firm's founder and sole owner, Ross
Avedissian, succumbed to cancer, which he had fought for more than
a year at that time. As a result of these events, the Debtor's
successor management determined that the best way to preserve the
business for the benefit of its creditors and employees was to sell
the business as a going concern.

In October 2016, the Debtor retained FSFS to represent the Debtor
in finding parties interested in the acquisition of all or part of
the Debtor's business. The Debtor paid FSFS $5,000 as a
nonrefundable retainer, and FSFS commenced diligent efforts to find
a buyer for the business.

FSFS has identified two companies as possible buyers for the
business. These are Windsor House Investments Inc. dba Colortone
Graphx and Digital Room, Inc. Each of these companies has submitted
a proposal to acquire the Debtor; it appears that DRI has submitted
the superior proposal, and FSFS is continuing to negotiate final
details with that firm. Based upon the Debtor's financial
condition, FSFS, DRI and the Debtor have determined that the
proceeds of the sale of the business to DRI could be maximized
through a sale of the business pursuant to section 363 of the
Bankruptcy Code. The Debtor filed for bankruptcy in order to effect
such a sale.

On April 13, 2017, the Court approved sale procedures in connection
with an auction sale scheduled for June 8, 2017. FSFS will work
closely with the Debtor and any interested parties to maximize sale
prospects and develop competitive bidding.

The Debtor proposes to continue the retention of FSFS pursuant to
the terms of the Agreement, provided that, in lieu of the
arbitration provisions of the Agreement.

As provided in the Agreement, FSFS's fees will be due on the
closing of an acquisition transaction. FSFS will be due a Success
Fee equal to the greater of (a) $50,000 and (b) 6% or, if
applicable, 4%, of the total value of all consideration received on
or before the closing date by the Debtor, directly or indirectly,
in connection with the acquisition (the "Economic Benefit"),
provided that, if part of the Economic Benefit is received after
the closing, based solely upon future performance or earnings (an
"Earn out"), payment of the portion of the Success Fee attributable
to the Earn out may be deferred until such time or times as the
Earn out is earned by the Debtor.

Gerry Michael, principal of Falco Sult Financial Services, 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.

FSFS may be reached at:

     Gerry Michael
     Falco Sult Financial Services
     16150 NE 85th Street, Suite 203
     Redmond, WA 98052
     Tel: (425) 883-3111

                 About ColorFX, Inc.

ColorFX, Inc. filed a Chapter 11 bankruptcy petition (Bankr. C.D.
Cal. Case No. 17-10830) on March 31, 2017.  The Hon. Victoria S.
Kaufman presides over the case. Lewis R. Landau, Esq.  represents
the Debtor as counsel.

In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Yolanda
Avedissin, president.


COLORFX INC: Hires Lewis R. Landau as Counsel
---------------------------------------------
ColorFX, Inc., seeks authorization from the U.S. Bankruptcy Court
for the Central District of California to employ Lewis R. Landau as
counsel.

The Debtor continues to manage the chapter 11 estate as debtor in
possession.  The Debtor filed for chapter 11 relief in order to
preserve the going concern value of its commercial printing
business as it proposes an auction sale to a stalking horse bidder
or overbidder and close a sale with the consent of Debtor's primary
secured lender.  The Debtor said it cannot continue as a going
concern based on operational losses and the December 14, 2016 death
of its founder and principal, Ross Avedissian. The Debtor suffered
defaults under lines of credit, loss of trade credit and diminished
revenues.  The Debtor has been marketing its business through Falco
Sult Financial Services ("FSFS") since October 2016. Thus, a going
concern sale is in the best interests of the estate to maximize the
value of the estate's assets and avoid liquidation.

The Debtor requires Landau to assist the Debtor in fulfilling its
duties under 11 U.S.C.sec 1106 and 1107 including all contested
matters but excluding corporate, tax, employment/labor and
securities related services. Adversary proceedings will be
evaluated on a case by case basis and may require additional
retention arrangements and deposits.

The Debtor agrees to compensate Landau at $495 per hour billed in
1/10th of an hour increments.

On March 30, 2017, the Debtor retained Landau to represent the
Debtor in Possession in its bankruptcy case for a bankruptcy case
retainer deposit of $25,115. The $25,115 retainer is held in
Attorneys client trust account.

Landau will not charge for in office expenses such as photocopying,
telephone or fax charges. Only charges incurred to third parties
for goods and services such as litigation support services,
reporter services, filing fees, postage purchases and the like will
be sought for reimbursement or invoices therefore will be submitted
to the client for direct payment in the client's ordinary course.

Lewis R. Landau, Esq., assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estates.

Landau may be reached at:

      Lewis R. Landau, Esq.
      22287 Mulholland Hwy., # 318
      Calabasas, CA 91302
      Voice and Fax: (888)822-4340
      Email: Lew@Landaunet.com

               About ColorFX, Inc.

ColorFX, Inc. filed a Chapter 11 bankruptcy petition (Bankr. C.D.
Cal. Case No. 17-10830) on March 31, 2017.  The Hon. Victoria S.
Kaufman presides over the case. Lewis R. Landau, Esq.  represents
the Debtor as counsel.

In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Yolanda
Avedissin, president.


CORE RESOURCE: Case Converted Into Chapter 7 Proceeding
-------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court issued
an order converting Core Resource Management's Chapter 11
reorganization to a liquidation under Chapter 7. The U.S. Trustee
assigned to the case originally sought the conversion order in July
2016 and further supplemented the motion in February 2017.  The
U.S. Trustee argued, "Debtor has struggled and is now clearly
overwhelmed by the difficulties with its operations to comply with
basic administrative duties, which include providing requested
disclosure and information on a timely basis for all interested
parties, ensuring that its assets are adequately protected, and
timely paying its quarterly fees."  The Company also sought a
conversion order in March 2017 and told the Court, "Conversion will
eliminate certain ongoing administrative expenses and will allow
the trustee to focus on the task of liquidating the estate.  Since
there is no likelihood of a successful reorganization, and since
the estate continues to lose money, conversion is appropriate."

                      About Core Resource

Core Resource Management, Inc., was incorporated in Nevada on Feb.
17, 1999.  The original company name was Apex Sports.com, Inc.
Since its inception, Core Resources has been involved in the
business of investing in cash flow positive opportunities.  Upon
completion of this process, approximately $5 million was raised for
what was a startup oil and gas company with no assets.  The primary
use for the invested funds was to purchase royalties and working
interest of existing oil and gas wells.

Core Resource sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz. Case No. 16-06712) on June 13, 2016.  The
petition was signed by Dennis Miller, chief operating officer.  At
the time of the filing, the Debtor estimated its assets and debts
at $1 million to $10 million.

The case is assigned to Judge Brenda K. Martin.  Hauf PLC and Henry
& Horne, LLP, serve as bankruptcy counsel and financial Advisor,
respectively.

On July 15, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee hired
Dickinson Wright PLLC as counsel, and Clotho Corporate Recovery,
LLC, as financial advisor.

Dale D. Ulrich was appointed as Chapter 11 trustee for the Debtor.


COVEY PARK: Moody's Assigns B2 Corporate Family Rating
------------------------------------------------------
Moody's Investors Service assigned first time ratings to Covey Park
Energy, LLC, including a B2 Corporate Family Rating (CFR), a B2-PD
Probability of Default Rating (PDR) and a B3 rating to the
company's proposed $450 million senior unsecured notes due 2025.
The rating outlook is stable.

The proceeds of the notes' offering will be used to fully repay the
company's $150 million bridge loan that was issued to fund an
acquisition in February 2017, repay $292 million of borrowings
outstanding under the borrowing base revolving credit facility and
to fund $8 million of transaction fees. Ratings are subject to
Moody's review of final documentation and the execution of the
transaction as proposed.

"Covey Park has accumulated acreage and grown its scale through six
acquisitions mostly in the Haynesville and Bossier Shale plays.
Their competitive cost structure and focus on full cycle economics
for organic production growth will contribute to credit metrics
that position the company very well within the B2 rating category,"
said Prateek Reddy, Moody's lead analyst.

Rating Actions:

Corporate Family Rating, Assigned at B2

Probability of Default Rating, Assigned at B2-PD

$450 Million Senior Unsecured Notes due 2025, Assigned at B3
(LGD5)

Outlook, Assigned at Stable

RATINGS RATIONALE

Covey Park's B2 CFR reflects the company's limited operating and
financial history and single-basin concentration. The rating also
reflects an asset base with a significant proportion of undeveloped
reserves that will need material amounts of capital investment to
offset larger-than-average decline rates compared to a broader set
of peers with natural gas concentration. The rating incorporates
the company's acquisitive history that enabled its rapid growth in
scale through six sizable acquisitions within three years. The
rating is supported by credit metrics that are projected to be
better than similarly rated peers, low cost structure, a sound
hedging program and strong asset coverage of debt. A relatively
conservative approach to organic growth also supports the rating,
with management focusing on full cycle economics and funding
capital investments largely using operating cash flow.

The proposed $450 million senior notes are rated B3, one notch
below the B2 CFR. The notes will be unsecured but guaranteed by the
company's subsidiaries on a senior unsecured basis. The one notch
difference between the senior notes rating and the CFR reflects the
substantial size of the priority-claim secured revolving credit
facility ($450 million of proposed elected commitments with $274
million of borrowings outstanding pro forma for the senior
unsecured notes issuance) relative to the unsecured debt in the
capital structure. If borrowings outstanding under the revolver
increase or the elected commitments rise closer to the pro forma
borrowing base of $562.5 million, the B3 senior notes' rating could
be downgraded to reflect the effective subordination of the senior
unsecured notes to a significant portion of secured debt.

Covey Park is likely to maintain an adequate liquidity profile over
the next 12-18 months. Pro forma for the senior notes issuance,
availability under the company's $450 million borrowing base
revolving credit facility is expected to be $176 million. The
company's capital budget of $265 million for 2017 is likely to be
funded with operating cash flow, leaving the availability under the
revolving credit facility largely intact. The revolver's
commitments expire in December 2021 and the credit agreement has
two financial covenants -- a minimum current ratio of 1x and a
maximum total leverage ratio of 4x. The company should comfortably
comply with the covenants over the next 12-18 months. The revolver
has a secured claim on a substantial portion of the company's
proved reserves and other assets, limiting alternatives for raising
additional cash through asset sales.

The stable outlook reflects expectations for organic production
growth without material increases in debt balances.

Ratings could be upgraded if the company executes on the
anticipated production growth at competitive returns, reflected in
the maintenance of leveraged full cycle ratio (LFCR) soundly above
1x. Sustaining retained cash flow (RCF) to debt above 30% is also
necessary for an upgrade.

Ratings could be downgraded if production declines below the
current pro forma levels or if RCF to debt is sustained below 15%.
Liquidity deterioration driven by a material reduction in revolver
availability could also result in a downgrade.

Headquartered in Dallas, TX, Covey Park is an independent
exploration and production company that is primarily focused on the
Haynesville and Bossier Shales in North Louisiana and East Texas.

The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011.



COVEY PARK: S&P Assigns 'B' CCR; Outlook Positive
-------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to
Covey Park Energy LLC.  The outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the company's proposed $450 million senior
unsecured notes.  The '3' recovery rating indicates S&P's
expectation of meaningful (50% to 70%; rounded estimate: 50%)
recovery of principal in the event of payment default.

S&P expects the company will use proceeds to pay down borrowings
under its revolving credit facility and pay off a $150 million
bridge loan.  

"Covey Park is an E&P company with operations focused on the
Haynesville and Bossier shales in North Louisiana and East Texas,"
said S&P Global Ratings credit analyst Alexander Vargas.

As of Dec. 31, 2016, the company has proved reserves of 2.1
trillion cubic feet equivalent composed almost entirely of natural
gas and with 70% categorized as proved undeveloped (PUD).  The
company has been acquisitive over the past few years, including an
acquisition in February 2017 in which it purchased a large acreage
position in the Haynesville that added 65 million cubic feet
equivalent (mmcfe) per day of production.  The company plans to
aggressively develop its unproved reserves.

The stable outlook reflects S&P's expectation that Covey Park will
continue to develop its reserves and increase production while
maintaining at least what S&P would consider to be adequate
liquidity.  S&P expects the company to increase capital spending in
an effort to develop reserves while remaining cash flow neutral.
S&P expects that the company will maintain credit measures that it
considers appropriate for the current rating, including FFO to debt
above 20%.

S&P could lower the rating over the next 12 months if the company
fails to increase production as expected and costs come in higher
than expected, which could potentially cause the company to begin
outspending cash flows.  This could cause FFO to debt to decline to
below 20% and liquidity to deteriorate.

Although S&P considers it unlikely, it could raise the rating over
the next 12 months if the company successfully increases production
and develops reserves, commensurate with higher-rated peers, while
maintaining FFO to debt above 20%.


DAYCO PRODUCTS: Moody's Assigns B2 CFR & Alters Outlook to Negative
-------------------------------------------------------------------
Moody's Investors Service changed Dayco Products, LLC's rating
outlook to negative from stable, moved the company's B2 Corporate
Family Rating (CFR) and B2-PD Probability of Default Rating (PDR)
to Dayco Products, LLC from Dayco, LLC, downgraded the rating on
the existing term loan to B2 from B1 and assigned a B2 rating to
the company's proposed $475 million senior secured term loan. The
proceeds of the term loan will be used to refinance the outstanding
amount ($432 million) of Dayco's existing term loan due 12/12/2019,
to pay down the outstanding balance ($8 million) of the existing
$60 million asset-based revolving facility expiring on 12/12/2018
and to pay down ($18 million) the outstanding balance of the
existing European asset-based revolving facility expiring
06/12/2018.

The change to a negative rating outlook reflects consistently weak
free cash flow and Moody's uncertainty around the company's ability
to generate meaningfully positive free cash flow and reduce its
high leverage in 2017 and 2018 given the need to invest capital
ahead of the new program launches.

Moody's maintaining the company's B2 CFR is based on expectations
for a gradual recovery of Dayco's performance in the next 12-18
months as the company resolves issues at one of its operating
facilities and benefits from new platform wins. Credit metrics and
cash flow are weak for the rating category given the cyclical
nature of the industries in which the company operates, but Dayco's
good market position and management's focus on cost savings
initiatives should benefit its profile.

Moody's took the following rating actions:

Issuer: Dayco Products, LLC

Corporate Family Rating, Assigned at B2

Probability of Default Rating, Assigned at B2-PD

Existing $445 Million Backed Senior Secured Term Loan due 2019,
Downgraded to B2 (LGD3) from B1 (LGD3)

New $475 Million Backed Senior Secured Term Loan due 2024,
Assigned at B2 (LGD3)

Outlook, Changed to Negative from Stable

Issuer: Dayco, LLC

Corporate Family Rating, Withdrawn at B2

Probability of Default Rating, Withdrawn at B2-PD

Outlook, Withdrawn at Stable

The B2 rating on the existing term loan due 2019 will be withdrawn
upon transaction closing.

RATINGS RATIONALE

Dayco's B2 CFR reflects its good market position that allows the
company to maintain a stable customer base and significant presence
in the aftermarket, which represents approximately 50% of revenue.
These strengths are tempered by Dayco's modest scale relative to
other global automotive suppliers, exposure to highly cyclical end
markets, high leverage and aggressive financial policies (the
company paid out dividends twice in the last five years). The
company has experienced challenges in the last three quarters due
to problems arising from the consolidation of two facilities into
one in Memphis, TN, resulting in 0% organic revenue growth in Q1 of
the fiscal year ended (FYE) February 2017, -3% in Q2 FYE 2017, and
-1% in Q3 FYE 2017. As Dayco has addressed most of the challenges
and expects full ramp-up of the facility, Moody's believes that the
company will see earnings improvements in the next 12-18 months,
aided by new program launches as well as costs savings initiatives
implemented by he management. As such, Moody's projects that
Dayco's high debt-to-EBITDA leverage (6.6x LTM 11/30/16
incorporating Moody's standard adjustments and accounts receivable
factoring program) will decline to the mid 5.0x range over the next
18 months. Moody's projects in the B2 CFR that Dayco will improve
free cash flow to a mid-single digit percentage of debt in the same
time frame, but there is uncertainty given the investment needs to
support platform launches, and industry competition.

The downgrade of the existing term loan to B2 from B1 reflects the
current debt structure including clarification that certain foreign
borrowings are secured by working capital and fixed assets that
would enhance recovery in default.

Events that have the potential to drive Dayco's ratings higher
include EBITA margins approaching 10% leading to consistent free
cash flow generation and sustained debt-to-EBITDA leverage below
3.5 times, and sustained EBITA-to-interest expense above 2.5
times.

Events that have the potential to drive Dayco's rating lower are
deteriorating conditions in global automotive and commercial
vehicle production that are not offset by successful cost
management, EBITA-to-interest below 1.5 times, an inability to
reduce and sustain debt-to- EBITDA below 6.0 times and generate
meaningfully positive free cash flow, or a deterioration in
liquidity.

The principal methodology used in these ratings was Global
Automotive Supplier Industry published in June 2016.

Dayco, LLC, headquartered in Troy, MI, is a global manufacturer of
engine technology solutions targeted at primary and accessory drive
systems for the worldwide aftermarket, automotive Original
Equipment (OE), and industrial end markets. Revenues for the last
twelve month period ended August 31, 2016 were approximately $950
million. The company is now owned primarily by the consortium of
Oaktree Capital, TPG Capital and Anchorage Capital Group, L.L.C.


DAYCO PRODUCTS: S&P Gives B+ Rating on Proposed $475MM Term Loan B
-------------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '4'
recovery rating to New York-based Dayco LLC's proposed
$475 million senior secured term loan B.  The '4' recovery rating
indicates S&P's expectation for average (30%-50%; rounded estimate:
45%) recovery for secured lenders in the event of a payment
default.

The company plans to use the proceeds from the term loan to fully
repay its existing term loan B due 2019 and repay about $26 million
of borrowings from its revolving credit facilities.

All of S&P's other ratings on the company remain unchanged.

                         RECOVERY ANALYSIS

Key analytical factors

   -- S&P's simulated default scenario anticipates a default in
      2021 due to reduced demand for Dayco's products caused by
      renewed economic weakness in the U.S. and Europe.  This
      scenario also envisions that the company's original
      equipment manufacturing and aftermarket channels remain
      highly competitive and commodity prices continue to
      escalate.  S&P expects that these conditions will reduce the

      company's volumes, revenue, gross margins, and net income,
      causing its liquidity to decline.

Simulated default assumptions
   -- Simulated year of default: 2021
   -- EBITDA at emergence: $73 million
   -- EBITDA multiple: 5.0x
   -- LIBOR rises to 250 basis points
   -- The asset-based lending (ABL) facilities are 60% drawn

Simplified waterfall
   -- Net enterprise value after admin. expenses (5%):
      $347 million
   -- Obligor/nonobligor valuation split: 32%/68%
   -- Estimated priority claims: $101 million
   -- Collateral value available to secured debt: $110 million
   -- Estimated secured claim: $482 million
      -- Recovery range: 30%-50% (rounded estimate: 45%)

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

RATINGS LIST

Dayco LLC
Corporate Credit Rating            B+/Negative/--

New Ratings

Dayco Products LLC
$475M Snr Secd Term Ln B           B+
  Recovery Rating                   4(45%)


DEL RESTAURANT: DOL Claims Resolved Under 1st Amended Plan
----------------------------------------------------------
Del Restaurant Corp. filed with the U.S. Bankruptcy Court for the
Eastern District of New York a first amended disclosure statement
dated April 17, 2017, referring to the Debtor's plan of
reorganization.

In the First Amended Disclosure Statement, the Debtor states that
in connection with the resolution of the U.S. Department of Labor's
claim, neither the Debtor nor Lenny Lubrano, the manager, make any
admission or acknowledgement of wrongdoing.  The resolution was a
business decision by the Debtor and Mr. Lubrano.

Holders of allowed unsecured claims are classified in Class 4 and
will receive a pro rata distribution of approximately 10% of their
claims, payable over two years, without interest.

Unless the holder of an allowed Class 4 General Unsecured Claim
agrees to less favorable treatment, the Debtor will pay holders of
Allowed Class 4 Claims approximately 10% of the amount of their
Allowed Class 4 Claims within two years after the Effective Date,
without interest in four bi-annual payments.  The Debtor estimates
that the total amount of Allowed Class 4 Claims will be
approximately $120,000.  The holders of Class 4 Unsecured Claims
are impaired under the Plan.  
Payments to creditors under the Plan will be made from (a) the
Debtor's ongoing business operations and cash on hand on the
Effective Date.

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

          http://bankrupt.com/misc/nyeb16-72807-49.pdf

                   About Del Restaurant Corp.

Del Restaurant Corp., doing business as Lenny's Pizza, is a New
York corporation, formed on March 11, 1999.  The Debtor operates an
Italian restaurant at 1451 Main Street, Jamesport, New York where
it has been for approximately 18 years.  "Lenny's Pizza" is a
traditional Italian pizzeria that includes a wood-fired pizza oven,
dining room and full service bar.

The Debtor filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No.
16-72807) on June 24, 2016.  The petition was signed by Leonard
Lubrano, president.  Robert J. Spence, Esq., at Spence Law Office,
P.C., serves as the Debtor's bankruptcy counsel.  The Debtor
estimated assets at $0 to $50,000 and liabilities at $100,001 to
$500,000 at the time of the filing.


DIDI REAL ESTATE: May 16 Plan, Disclosure Statement Hearing
-----------------------------------------------------------
Judge Raymond B. Ray of the U.S. Bankruptcy Court for the Southern
District of Florida will convene a hearing on May 16, 2017, at
10:00 a.m. to consider approval of the combined small business plan
and disclosure statement filed by Didi Real Estate, LLC on April
11, 2016.

May 7, 2017, is fixed as the last day for filing written
acceptances or rejections of the plan.

May 11, 2017, is fixed as the last day for filing and serving
written objections to the disclosure statement and confirmation of
the plan.

Didi Real Estate, LLC (Bankr. S.D. Fla., Case No. 16-13737) sought
protection under Chapter 11 of the Bankruptcy Code on March 16,
2016.  The Debtor is represented by Adam I Skolnik, Esq.


DIOCESE OF NEW ULM: Panel Hires Stinson Leonard as Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors of The Diocese of New
Ulm seeks authorization from the U.S. Bankruptcy Court for the
District of Minnesota to retain Stinson Leonard Street LLP as
counsel for the committee effective April 6, 2017.

The Committee requires Stinson Leonard to:

   (a) consult with the Debtor and the Office of the United States
       Trustee regarding administration of the case;

   (b) advise the Committee with respect to its rights, powers,
       and duties as they relate to the case;

   (c) investigate the acts, conduct, assets, liabilities, and
       financial condition of the Debtor;

   (d) assist the Committee in analyzing the Debtor's pre-petition

       and post- petition relationships with its creditors, equity

       interest holders, employees, and other parties in interest;

   (e) assist and negotiate on the Committee's behalf in matters
       relating to the claims of the Debtor's other creditors;

   (f) assist the Committee in preparing pleadings and
       applications as may be necessary to further the Committee's

       interests and objectives;

   (g) research, analyze, investigate, file and prosecute
       litigation on behalf of the Committee in connection with
       issues including but not limited to avoidance actions or
       fraudulent conveyances;

   (h) represent the Committee at hearings and other proceedings;

   (i) review and analyze applications, orders, statements of
       operations, and schedules filed with the Court and advise
       the Committee regarding all such materials;

   (j) aid and enhance the Committee's participation in
       formulating a plan;

   (k) assist the Committee in advising unsecured creditors of the
       Committee's decisions, including the collection and filing
       of acceptances and rejections to any proposed plan;

   (l) negotiate and mediate issues relating to the value and
       payment of claims held by the Committee's constituency; and

   (m) perform such other legal services as may be required and
       are deemed to be in the interests of the Committee.

Stinson Leonard has agreed to reduce the hourly rate of Robert T.
Kugler to $450 and reduce all other fees by 10%.

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

Robert T. Kugler, partner of Stinson Leonard, 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.

Stinson Leonard can be reached at:

       Robert T. Kugler, Esq.
       Edwin H. Caldie, Esq.
       Phillip J. Ashfield, Esq.
       Stinson Leonard Street LLP
       150 South Fifth Street, Suite 2300
       Minneapolis, MN 55402
       Tel: (612) 335-1500
       Fax: (612) 335-1657
       E-mail: robert.kugler@stinson.com
               ed.caldie@stinson.com
               phillip.ashfield@stinson.com

                   About Diocese of New Ulm

The Diocese of New Ulm sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Minn. Case No. 17-30601) on March 3,
2017.  The petition was signed by Monsignor Douglas L. Grams, vice
general.  The case is assigned to Judge Robert J. Kressel.

At the time of the filing, the Debtor estimated assets of $10
million to $50 million and liabilities of less than $50,000.

James L. Baillie, Esq., at Fredrikson & Byron, P.A., serves as the
Debtor's legal counsel.


DN REAL: Hires Slipakoff & Slomka as Counsel
--------------------------------------------
DN Real Estate Services & Acquisitions, LLC seeks authorization
from the U.S. Bankruptcy Court for the Northen District of Georgia
to employ Slipakoff & Slomka, PC as counsel.

The Debtor requires the Law Firm to:

     a. prepare pleadings and applications;

     b. conduct examinations and hearings and filing all relevant
responses;

     c. advise the Debtor of its rights, duties and obligations as
a debtor-in-possession;

     d. consult and represent the Debtor with respect to a Chapter
11 plan;

     e. perform those legal services incidental and necessary to
the day-to-day operations of the Debtor's business, including but
not limited to, institution and prosecution of necessary legal
proceedings, and general business and corporate legal advice and
assistance;

     f. take any and all other action incident to the proper
preservation and administration of Debtor's estate and business.

The Law Firm will be paid at these hourly rates:

      Attorneys              $300
      Legal Assistants       $185

Prior to filing the petition, the Debtor was able to deliver a
total of $15,000 to the Firm's trust account.  The Firm has applied
$1,717 of this amount toward the filing fee, and $1,500 to
pre-petition consultation, planning, foreclosure defense, and
petition preparation. The remaining $11,783 is held as a
pre-petition.

Howard P. Slomka, Esq., attorney with the law firm of Slipakoff and
Slomka, PC, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.

Law Firm may be reached at:

       Howard P. Slomka, Esq.
       Slipakoff and Slomka, PC
       1069 Spring Street NW #200
       Atlanta, GA 30309
       Phone: (678) 732-0001
       Fax: 888-259-6137

       About DN Real Estate Services & Acquisitions, LLC

DN Real Estate Services & Acquisitions, LLC filed a Chapter 11
bankruptcy petition (Bankr. N.D. Ga. Case No. 17-55587) on March
28, 2017.  Slomka Law Firm represents the Debtor as counsel.  The
Debtor disclosed total assets of $937,964 and total liabilities of
$1.12 million. The petition was signed by Cortney Newmans, member.


DOMINION PAVING: Smith Paving Buying Property for $139K
-------------------------------------------------------
Dominion Paving & Sealing, Inc., asks the U.S. Bankruptcy Court for
the Eastern District of Virginia to authorize the sale of Volvo
Paver, VIN # VCEP441000S375159, to Smith Paving and Asphalt for
$139,000.

Prior to the Petition Date, the Debtor owned the Property subject
to the secured lien of First Citizens Bank ("FCB").

The Debtor proposes to sell the Property to the Buyer for $139,000
in accordance with the Bill of Sale.  The Purchase Price represents
a fair market value of the Property given the age and condition of
the Property.  The Debtor proposes to sell the Property free and
clear of all liens.  With the consent of the applicable parties,
the Debtor seeks to apply the proceeds of the sale to FCB in
satisfaction of its debt.  The Debtor will retain the remaining
proceeds.

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

    http://bankrupt.com/misc/Dominion_Paving_402_Sales.pdf

The sale of the Property will benefit the Estate and is in the best
interest of the Estate and its creditors.  Accordingly, the Debtor
respectfully asks that the Court enters an Order (i) authorizing
the Debtor to sell the Property free and clear of all liens to the
Buyer; (ii) directing that the Debtor will apply the proceeds as
described; (iii) waiving the stay imposed by Bankruptcy Rule
6004(h); and (iv) granting such other and further relief as is just
and appropriate under the circumstances.

The Purchaser can be reached at:

          SMITH PAVING AND ASPHALT
          P.O. Box 1204
          Grottoes, VA 244

Counsel for Debtor:

          Christopher L. Perkins, Esq.
          LECLAIRRYAN
          919 East Main Street, 24th Floor
          Richmond, VA 23219
          Telephone: (804) 783-7550

                     About Dominion Paving

Dominion Paving & Sealing, Inc. sought protection under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Case No. 15-32966) on
June 10, 2015.  The petition was signed by Stephen H. Parham,
president.

The case is assigned to Judge Keith L. Phillips.

At the time of the filing, the Debtor estimated its assets at $1
million to $10 million.  The Debtor did not provide its liability
estimates.


DORCH COMMUNITY: May 15 Plan Confirmation Hearing
-------------------------------------------------
Judge John E. Waites of the U.S. Bankruptcy Court for the District
of South Carolina conditionally approved the disclosure statement
with respect to a chapter 11 plan filed by Dorch Community Care
Center LLC, a small business debtor, on February 28, 2017.

May 10, 2017, is set as the last day for filing written acceptances
or rejections of the plan referred to above.

May 15, 2017, 10:00 AM is set for the hearing on final approval of
the disclosure statement and for the hearing on confirmation of the
plan, which will be held at U.S. Bankruptcy Court, J. Bratton Davis
United States Bankruptcy Courthouse, 1100 Laurel Street, Columbia,
South Carolina.

May 10, 2017, is set as the last day for filing and serving written
objections to the disclosure statement and confirmation of the
plan.

The Troubled Company Reporter previously reported that under the
modified Disclosure Statement, Claim No. 2.1 General Unsecured
Claim of Bank of Clarendon is unimpaired under the Plan.  The
holders will receive $15 per month starting April 15, 2017, and
ending on April 15, 2022, for a total amount of $800.

Claim #2.2. - SC Dept. of Revenue Claim in the amount of $1,480.17
is unimpaired and will be paid $25 per month, with payments to
start April 15, 2017, and ending on April 15, 2022.

Payments and distributions under the Plan will be funded by: (i)
net income of $5,024 from the Debtor's monthly income from
residents of $16,695; (ii) total amount of monthly payments to
creditors will be $7,878; (iii) infusion of $3,000 from insider and
equity interest holder Andrew Dorch; and (iv) total funds available
for payments to creditors $8,023.31.

A copy of the Modified Disclosure Statement and Amended Plan is
available at:

                     https://is.gd/rbeXJ8
                     https://is.gd/vZd0qV

            About Dorch Community Care Center

Dorch Community Care Center LLC provides housing and assisted care
in the Clarendon County area.  The Center operates at maximum
capacity and houses 13 residents.

The Debtor filed a Chapter 11 petition (Bankr. D.S.C. Case No.
16-04486) on Sept. 2, 2016, and is represented by J. Carolyn
Stringer, Esq., at Stringer Law.

Sheila Brooks, MSW, the Regional Long Term Care Ombudsman for
Dorch
Community Care Center LLC, is patient care ombudsman for the
Debtor.

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 Dorch Community Care Center LLC.


EMERALD OIL: Plan of Liquidation Declared Effective
---------------------------------------------------
BankruptcyData.com reported that Emerald Oil's Amended Joint Plan
of Liquidation (as Modified), became effective and the Company
emerged from Chapter 11 protection. The U.S. Bankruptcy Court
confirmed the Plan on March 24, 2017.  BankruptcyData's Plan
Summary notes, "The Plan proposes to fund creditor recoveries from
the proceeds of a Sale Transaction Agreement in which the Debtors
sold substantially all of the assets of the Estates.  Under the
terms of the Agreement, substantially all of the Company's assets
would be sold for approximately $73.0 million, subject to certain
adjustments in accordance with the terms and conditions of the
asset purchase agreement.  The Liquidation Analysis for the Debtor
estimates the Estimated Proceeds Available for Distribution to be
$3.64 million.  The recovery rate to the Credit Facility Claims and
the General Unsecured Claims is estimated to be zero."  The
company, now majority owned by Crestline Investors and Fir Tree
Partners, will operate under the new name "National Oil Production
Company."

                    About Emerald Oil

Emerald Oil, Inc., is a Denver-based independent exploration and
production company that is focused on acquiring acreage and
developing wells in the Williston Basin of North Dakota.

Emerald Oil, Inc., Emerald DB, LLC, Emerald NWB, LLC, Emerald WB
LLC and EOX Marketing, LLC filed separate Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-10704 to 16-10708) on March
22, 2016.  Ryan Smith signed the petitions as chief financial
officer.

The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel, Pachulski Stang
Ziehl & Jones LLP as local counsel, Intrepid Financial Partners,
LLC as investment banker, Opportune LLP as restructuring advisor
and Donlin Recano & Company, Inc., as claims and noticing agent.

Judge Kevin Gross has been assigned the cases.

Andrew Vara, acting U.S. trustee for Region 3, appointed seven
creditors of Emerald Oil, Inc., to serve on the official committee
of unsecured creditors.  The Committee retains Whiteford, Taylor &
Preston LLC as Delaware counsel, and Akin Gump Strauss Hauer & Feld
LLP as co-counsel.

Cortland Capital Market Services, LLC is represented by Joseph H.
Smolinsky, Esq., and David N. Griffiths, Esq., at Weil Gotshal &
Manges LLP, and Mark D. Collins, Esq., Zachary I. Shapiro, Esq.,
and Andrew M. Dean, Esq., at Richards Layton & Finger PA.


EMG UTICA: Moody's Hikes Corporate Family Rating to B1
------------------------------------------------------
Moody's Investors Service upgraded EMG Utica, LLC's (EMG Utica)
Corporate Family Rating (CFR) to B1 from B2, Probability of Default
Rating (PDR) to B1-PD from B2-PD and the senior secured term loan
rating to B1 from B2. The rating outlook is stable.

"EMG Utica's rating upgrade is driven by the company's substantial
reduction in its debt burden and Moody's expectations of steady
distributions from MarkWest Utica EMG, LLC (JV) to EMG Utica.
Continued growth in the natural gas volumes produced in the Utica
region contribute to the stable outlook" commented Sreedhar Kona,
Moody's Senior Analyst. "EMG Utica's reliance on the JV's
performance and distributions constrain the ratings."

Upgrades:

Issuer: EMG Utica, LLC

Corporate Family Rating: Upgraded to B1 from B2

Probability of Default Rating: Upgraded to B1-PD from B2-PD

Senior Secured Bank Loan: Upgraded to B1 (LGD4) from B2 (LGD4)

Outlook Actions:

Issuer: EMG Utica, LLC

Outlook: Stable

RATINGS RATIONALE:

EMG Utica's B1 CFR reflects its very low leverage, the JV's 100%
fee based contracts with acreage dedication, steady growth in
volumes through 2016 and good visibility on the 2017 production
profiles of the JV's customers in the Utica region. Additionally,
the Utica region in general has been significantly de-risked
through 2015 and 2016. The rating is tempered by structural
complexity arising from the holdco structure, as the borrower's
ability to service the debt is dependent on the performance and
distributions from the JV, which the borrower does not own 100%.
The ratings also take into account EMG Utica's concentration in the
Utica region and the relatively low average customer credit
quality. Moody's expects the volumes from Gulfport Energy
Corporation's (Gulfport, B1 positive) and Antero Resources
Corporation's (Antero, Ba2 stable) respective Utica acreage
positions to grow through 2017 or, at a minimum, remain flat at
December 2016 levels. This will allow the JV to maintain its
distributions to EMG Utica. The rating is also supported by the
significant equity contributions by both The Energy & Minerals
Group (EMG) and MarkWest Energy Partners, L.P. (MarkWest), a
subsidiary of MPLX, LP (Baa3 stable) to the JV.

Moody's expects that EMG Utica will maintain adequate liquidity
through mid-2018. EMG Utica is a holding company with no operations
of its own and does not have a revolving credit facility to provide
additional liquidity. The company currently utilizes the JV
distributions to service its debt and has additional equity
commitment from EMG for future debt reduction or capital needs. The
term loan amortizes at a rate of 1% per annum of the outstanding
loan payable. As of December 31, 2016, the company had an
outstanding term loan balance of $210 million and $12.7 million in
cash and restricted cash. Based on Moody's expectation of the JV's
distributions to EMG Utica, the company will generate positive free
cash flow after covering debt service and any capital expenditure
spend. The term loan requires the company to comply with several
financial covenants under its credit agreement -- a maximum total
debt to JV capitalization ratio below 35%, an interest coverage
ratio of above 3.0x and a leverage ratio below 4.50x. Moody's
expects the company to be in compliance with its covenants through
mid-2018. The term loan also has a leverage-based cash flow sweep
provision, but given the company's current leverage of below 2.5x
threshold, there is no obligation for the company to comply with
the sweep provision. Moody's expects a significant portion of the
excess cash flow to be distributed to EMG Utica's parent. EMG Utica
has the right but not the obligation to contribute up to 10% of
additional capital requirements of the JV.

The term loan was issued by EMG Utica which is a holding company
that owns EMG's equity interests in the JV. Consequently, any debt
issued at the JV level including trade payables will be
structurally senior to EMG Utica's debt. The JV agreement allows
for relatively minimal debt at the JV thereby limiting the amount
of debt it can incur. EMG Utica's senior secured term loan is the
only class of debt in its capital structure and therefore it is
rated B1, the same as its CFR.

The stable outlook is based on Moody's expectation that the JV will
maintain its volumes, and distribute the expected cash flows to EMG
Utica required to service its debt and maintain compliance with its
covenants with a reasonable covenant cushion.

EMG Utica's reliance on the performance and distributions from the
JV, the structural complexity arising from the holdco structure,
relatively small size and scale, and the concentration in Utica,
make the consideration for a further upgrade unlikely.

A ratings downgrade could be warranted if production volumes from
the JV's core customers in Utica drop significantly (whether due to
deterioration in producer return economics or for other reasons) or
if their credit profile weakens meaningfully. Given MarkWest's
status as a major partner to the JV, a change in MPLX LP's credit
ratings or outlook could also lead to a negative rating action.
Material changes at the JV level leading to adverse credit
implications for EMG Utica could also result in a ratings
downgrade.

The principal methodology used in these ratings was Global
Midstream Energy published in December 2010.

EMG Utica, LLC (EMG Utica) is a holding company formed by energy
private equity firm The Energy & Minerals Group (EMG) to hold its
equity interest in the JV - a joint venture with MarkWest Energy
Partners, L.P. a subsidiary of MPLX, LP. EMG Utica currently holds
approximately 44% equity interest in the joint venture.


ENERGY XXI: Egan-Jones Withdrew 'D' Sr. Unsec. Debt Ratings
-----------------------------------------------------------
Egan-Jones Ratings Company, on February 28, 2017, withdrew the D
senior unsecured debt ratings and commercial paper ratings of
Energy XXI Ltd.

Energy XXI Ltd was incorporated in Bermuda on July 25, 2005. With
its principal operating subsidiary headquartered in Houston, Texas,
Energy XXI is engaged in the acquisition, exploration, development
and operation of oil and natural gas properties onshore in
Louisiana and Texas and in the Gulf of Mexico Shelf.


EOS PETRO: Incurs $20 Million Net Loss for 2016
-----------------------------------------------
Eos Petro, Inc filed with the Securities and Exchange Commission
its annual report on Form 10-K disclosing a net loss of $20.02
million on $36,519 revenue for the year ended Dec. 31, 2016,
compared with a net loss of $35.45 million on $208,052 million
revenue for the year ended Dec. 31, 2015.

For the years ended Dec. 31, 2016 and 2015, the Company's primary
revenue has come from one source, the Works Property, located in
Southern Illinois. Revenue for the years ended Dec. 31, 2016 and
2015 was $36,519 and $208,052, respectively.  The decrease in
revenues for the year ended Dec. 31, 2016 is due to a decrease in
the price per barrels sold and a decrease in the number of barrels
sold.  For the year ended Dec. 31, 2016, the Company sold 1,211
barrels at an average price of $30 per barrel, compared to 4,847
barrels at an average price of $43 per barrel for the year ended
Dec. 31, 2015.  The decrease in the barrels produced in 2016
compared to 2015 is due to shutting down the production of the
wells for a longer period of time in early 2016 due to cold weather
related issues and the wells being shut down during the last half
of 2016 due to the lack of liquidity for development capital.  The
Company intends to provide development capital in the near future
from one of its financings once they close.

Management estimates the Company's capital requirements for the
next twelve months, including drilling and completing wells for the
Works Property, will total approximately $2,500,000, excluding any
amounts that may be due to Dune under the Parent Termination Fee or
a $4 million structuring fee that may be due to GEM.  No assurance
can be given that any future financing will be available, or if
available, that it will be on terms satisfactory to the Company.
Any debt financing or other financing of securities senior to
common stock that the Company is able to obtain will likely include
financial and other covenants that will restrict the Company's
flexibility.

As of Dec. 31, 2016, Eos Petro, Inc had $78,890 in total assets,
$23.5 million in total liabilities and a $23.45 million total
stockholders' deficit.

Weinberg & Company, P.A., issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2016.  The Company had a stockholders' deficit at December 31, 2016
and has experienced recurring operating losses and negative cash
flows from operations since inception.  These conditions raise
substantial doubt about the Company’s ability to continue as a
going concern.

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

                      About Eos Petro
                     
Los Angeles-based Eos Petro, Inc., formerly Cellteck, Inc., is
presently focused on the exploration, development, mining,
operation and management of medium-scale oil and gas assets.


ERICKSON INC: Court OKs Adequate Protection Stipulation with USA
----------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
Erickson's motion for an agreed order regarding the second
stipulation for adequate protection filed by the Debtors and the
United States of America.  As previously reported, "Pursuant to the
First Adequate Protection Order, the Debtors received $516,820.82
for prepetition services that the Debtors provided to the Military
Sealift Command's Vertical Replenishment program (the 'Vert Rep
Payment').  In exchange, the United States obtained as adequate
protection an allowed administrative claim in the same amount.
After the entry of the First Adequate Protection Order, the Parties
discovered that in addition to the Vert Rep Payment, the United
States also owes the Debtors approximately $100,485 for prepetition
services provided by the Debtors to the United States Coast Guard
pursuant to a purchase order for air transportation services (the
'Coast Guard Services') . . . The Proposed Order will allow the
Debtors to receive $100,485 (the 'Coast Guard Prepetition Payment')
for the Coast Guard Services provided by the Debtors."

                     About Erickson Inc.

Founded in 1971, Erickson Incorporated (otcmkts:EACIQ) --
http://www.ericksoninc.com/-- is a vertically-integrated    
manufacturer and operator of the powerful heavy-lift Erickson S-64
Aircrane helicopter, and is a leading global provider of aviation
services.

Erickson Incorporated, based in Portland, OR, and its affiliates
each filed a Chapter 11 petition (Bankr. N.D. Tex.; Erickson
Incorporated, Case No. 16-34393; Evergreen Helicopters
International, Inc., Case No. 16-34392; EAC Acquisition
Corporation, Case No. 16-34394; Erickson Helicopters, Inc., Case
No. 16-34395; Erickson Transport, Inc., Case No. 16-34396;
Evergreen Equity, Inc., Case No. 16-34397; Evergreen Unmanned
Systems, Inc., Case No. 16-34398) on Nov. 8, 2016.  

In its petition, Erickson estimated $942.8 million in assets and
$881.5 million in liabilities.

The Hon. Harlin D. Hale is the case judge.

Haynes and Boone is serving as bankruptcy counsel to the Debtors.
Kenric D. Kattner, and Kourtney P. Lyda, Esq., of the firm's
Houston office and Ian T. Peck and David Lawrence Staab of the
firm's Fort Worth office, head the engagement.

Imperial Capital is serving as investment banker to the debtors,
with Christopher Shephard, co-head of the firm's Investment
Banking Group and head of Capital Markets, leading the engagement.

Alvarez & Marsal is serving as financial advisor, with managing
director Steven Varner leading the engagement.

Kurtzman Carson Consultants, LLC, is the Debtors' claims, noticing
and balloting agent and the subscription agent in the rights
offering.

No statutory committee of creditors has been appointed in the
case.

Goldberg Kohn, Ltd., is lead counsel for DIP revolving agent and
existing first lien agent Wells Fargo Bank, and revolving lenders
Deutsche Bank, Bank of the West and HSBC.  Randall Klein,
Principal at Goldberg and chair of the firm's Bankruptcy &
Creditors' Rights Group, heads the engagement.

David Weitman, a partner at K&L Gates, LLP, is local counsel to
Wells Fargo.  Akin Gump Strauss Hauer & Feld LLP is representing
the ad hoc group of holders of 8.25% Second Priority Senior
Secured Notes due 2020.  Partner Scott L. Alberino heads the
engagement.

Seyfarth Shaw LLP and The Law Offices of Mark A. Weisbart are
representing Wilmington Trust, as indenture trustee for the 8.25%
notes.  Edward M. Fox, a partner in the litigation department of
Seyfarth Shaw, and James Brouner, attorney at the Law Offices of
Mar A. Weisbart, head the engagement.

Katten Muchin Rosenman LLP is representing funds managed by Quinn
Morgan at Centre Lane Partners.  Managing partner Brian F. Antweil
leads the engagement.

Ropes & Gray LLP is representing Wilmington Savings Fund Society,
FSB, the administrative agent under the proposed new second lien
credit facility.  Mark Somerstein, a partner at the firm, heads
the engagement.

                        *    *    *

On March 22, 2017, the Bankruptcy Court confirmed the Debtor's
Second Amended Plan of Reorganization.  Erickson's restructuring
will reduce the company's pre-bankruptcy debt by more than $400
million upon emergence.  In order to improve its capital structure
and finance its exit from bankruptcy, Erickson was able to (i)
obtain a commitment for an asset-based lending facility with a
borrowing capacity of up to $150 million, led by MidCap Financial
Trust, (ii) reach an agreement on non-cash repayment for $69.8
million in financing obtained during the bankruptcy, and (iii)
secure a backstopped $20 million rights offering.


ESPLANADE HL: Can Continue Using FMB Cash Collateral Until May 28
-----------------------------------------------------------------
Judge Carol A. Doyle of the U.S. Bankruptcy Court for the Northern
District of Illinois authorized Esplanade HL, LLC ("EHL"); 2380
Esplanade Drive, LLC ("Esplanade"); 171 W. Belvidere Road, LLC
("Belvidere"); and 9501 W. 144th Place, LLC to use the cash
collateral of First Midwest Bank ("FMB") for the period from April
24, 2017 through May 28, 2017.

The Debtors are authorized to use the Cash Collateral for the
period of time provided for in their respective cash collateral
Budget.  

FMB has reviewed, and approved, the Debtors' Budgets.  The Debtors
will (i) provide accounting to FMB of all funds received and
disbursed during the preceding month on the first Thursday of the
month before 4:00 p.m. and (ii) not to make any expenditures in
excess of those amounts set forth in their respective Budget
without the prior written consent of FMB.

The approved Belvidere Budget reflects these weekly total expenses
for the period from April 24, 2017 through May 28, 2017:

               Week of               Total Expenses
               -------               --------------
         4/24/2017-4/30/2017             $3,400
         5/01/2017-5/07/2017             $17,942
         5/08/2017-5/14/2017               $750
         5/15/2017-5/21/2017             $4,100
         5/22/2017-5/28/2017             $2,500

The approved EHL Budget reflects these weekly total expenses for
the period from April 24, 2017 through May 28, 2017:

               Week of               Total Expenses
               -------               --------------
         4/24/2017-4/30/2017             $1,500
         5/01/2017-5/07/2017             $12,286
         5/08/2017-5/14/2017             $10,500
         5/15/2017-5/21/2017             $0
         5/22/2017-5/28/2017             $0

The approved Esplanade Budget reflects these weekly total expenses
for the period from April 24, 2017 through May 28, 2017:

               Week of               Total Expenses
               -------               --------------
         4/24/2017-4/30/2017             $4,360
         5/01/2017-5/07/2017             $14,087
         5/08/2017-5/14/2017             $7,600
         5/15/2017-5/21/2017             $11,560
         5/22/2017-5/28/2017             $2,460

The approved 9501 Budget reflects these weekly total expenses for
the period from April 24, 2017 through May 28, 2017:

               Week of               Total Expenses
               -------               --------------
         4/24/2017-4/30/2017             $21,258
         5/01/2017-5/07/2017             $9,749
         5/08/2017-5/14/2017             $4,946
         5/15/2017-5/21/2017             $19,345
         5/22/2017-5/28/2017             $21,658

Big Rock Ranch, LLC has agreed to make monthly payments of $1,828
to FMB, which payments will be due within seven days of the first
of each month.

All proceeds of the Prepetition Collateral that would be subject to
FMB's security interests or liens will also be subject to the
Adequate Protection Liens.

In addition, the Borrowers grant to FMB: automatically and
retroactively effective as of the Petition Date, valid, binding,
and properly perfected postpetition security interests and
replacement liens on the Prepetition Collateral ("Adequate
Protection Liens").  

The Adequate Protection Liens will be, and are, deemed duly
perfected and recorded under all applicable federal or state or
other laws as of the date hereof, and no notice or other act, will
be required to effect such perfection.

Until further order of the Court, the tenants of each of the
Debtors' respective properties will pay rent as follows: (i)
Belvidere tenants will pay rents to Belvidere; (ii) the EHL tenants
will pay rents to EHL; (iii) Esplanade tenants will pay rents to
Esplanade; and (iv) 9501 tenants will pay rents to 9501.

Subject to the remaining provisions of the Seventh Interim Order,
FMB's liens on and security interests in the Collateral, will be
subordinate and subject only to any unpaid fees payable pursuant to
28 U.S.C. Section 1930 and any unpaid fees payable to the Clerk of
the Court or the U.S. Trustee.

The Seventh Interim Order will be effective as of the date of
signature by the Court.

The hearing to consider entry of a Final Order is set for 10:30
a.m. on May 24, 2017.

A copy of the Budgets attached to the Seventh Interim Order is
available for free at:

  http://bankrupt.com/misc/ilnb16-33008_134_Cash_Esplanade_HL.pdf

                    About Esplanade HL

Esplanade HL, LLC, 2380 Esplanade Drive, LLC, 9501 W. 144th Place,
LLC, and 171 W. Belvedere Road, and LLC, Big Rock Ranch, LLC each
filed chapter 11 petitions (Bankr. N.D. Ill. Case Nos. 16-33008,
16-33010, 16-33011, 16-33013, and 16-33015, respectively) on
October 17, 2016.  The petitions were signed by William Vander
Velde III, sole member and manager.

The Debtors are represented by Harold D. Israel, Esq. and Sean P.
Williams, Esq., at Goldstein & McClintock, LLLP.  Esplanade HL's
case is assigned to Judge Carol A. Doyle.  2380 Esplanade Drive's
case is assigned to Judge Donald R Cassling.  9501 W. 144th
Place's
case is assigned to Judge Timothy A. Barnes.  171 W. Belvidere
Road, LLC's case is assigned to Judge Janet S. Baer. Big Rock
Ranch's case is assigned to Judge Deborah L. Thorne.  The Debtors
have requested the joint administration of their cases.

Big Rock Ranch estimated assets at $500,000 to $1 million and
liabilities at $100,000 to $500,000.  All the other Debtors
estimated assets at $500,000 to $1 million and
liabilities at $100,000 to $500,000.  All the other Debtors
estimated assets and liabilities at $1 million to $10 million.


FLORIDA ORGANIC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Florida Organic Aquaculture, LLC
        930 W. Indiantown Road 204
        Jupiter, FL 33458

Case No.: 17-15012

Business Description: The Company is engaged in the business of  
                      shrimp cultivation using energy efficient
                      and sustainable aquaculture techniques.

                      Web site: http://www.flaquaculture.com/

Chapter 11 Petition Date: April 24, 2017

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Hon. Erik P. Kimball

Debtor's Counsel: Malinda L Hayes, Esq.
                  MARKARIAN FRANK WHITE-BOYD & HAYES
                  2925 PGA Blvd., Suite #204
                  Palm Beach Gardens, FL 33410
                  Tel: 561-626-4700
                  Fax: 561-627-9479
                  E-mail: malinda@businessmindedlawfirm.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Clifford Morris, managing member.

Debtor's List of 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Fellsmere Joint Venture LLC             Rent             $105,980

Royal Bank                           Financing           $102,418

Helen Ming                             Loan              $100,000

State of Florida                     Government           $55,245
Division of Workers Com               Penalty
Bureau of Compliance,

Bank of America                       Business            $54,991
                                    Credit Card

Florida City Gas                     Trade Debt           $51,709

Star Capital Group                   Financing            $45,490

Direct Capital                       Financing            $43,455

US Bank Emmanuel &                   Financing            $42,686
Zwiebel, PLLC

AkvaGroup North America              Services             $41,796

M2 Lease Fund                        Financing            $39,290

Smart Building Florida               Services             $38,901

Cargill Animal Nutrition            Trade Debt            $34,015

Gregor Jonsson, Inc.             Equipment Lease          $33,711

Herc Rental Inc                  Equipment Lease          $32,809

United Rentals                   Equipment Lease          $28,910

Green Energy                        Trade Debt            $28,224
Solutions of FL, LLC

Business First                      Insurance             $28,223

Business GPS, LLC                  Professional           $26,808
                                     Services

Zeigler Bros., Inc                  Trade Debt            $25,483


FRESH ICE CREAM: DGI Buying All Assets for $1 Million
-----------------------------------------------------
The Fresh Ice Cream Company, LLC, asks the U.S. Bankruptcy Court
for the Eastern District of New York to authorize the bidding
procedures in connection with the sale of substantially all assets
to DGI Ventures, Inc., for $1,000,000, subject to adjustment,
subject to overbid.

A hearing on the Motion is set for May 5, 2017 at 10:00 a.m.

The Debtor owns and operates a frozen dairy and non-dairy dessert
company under the well-known ice cream brand name Steve's Ice
Cream.  The Debtor develops, produces, manufactures (through third
parties) and distributes its products to distributors and national
retailers throughout the Northeast and West Coast.  

Since acquiring the business in 2008, David Stein has acted as its
manager, focusing the business on wholesale distribution as opposed
to its former model of retail "mix-ins" ice cream parlors which is
how the storied brand began in 1973.  The Debtor was forced to file
bankruptcy after several years of challenges with both prior
management as well as its packaging, all of which resulted in
losses and reduction of working capital.  These challenges landed
the Debtor in a vicious cycle as the loss of working capital and
mounting creditor issues crippled its operations.

Once the Debtor's principal was able to resolve the prior
management issues and take greater control of the day to day
operations of the company, it became clear that a strategic
transaction was necessary in order for it to survive, let alone
grow.  As a veteran of the food industry and specifically the ice
cream industry, Stein quickly reached out to a variety of potential
strategic players in order to explore the possibility of a cash
infusion either in the way of new investment or a loan.  These
efforts have continued since the Filing Date and ultimately
resulted in the negotiation and execution of the APA, which the
Debtor believes is a fair market value price for the Assets.

The Debtor's decision in conducting a pre-confirmation sale of the
Assets was based upon its inability to sustain operations due to a
lack of working capital, together with its restricted use of cash
collateral in the Chapter 11 case.  The Debtor still has a loyal
customer base, but each and every order that it is unable to fill
jeopardizes the valuable brand recognition and "real estate"
(retail shelf space) which it has worked so hard to obtain.

Given the competitiveness in the Debtor's industry, keeping its
product on the shelf and in the market place is key to preserving
and protecting the value of its Assets.  It believes that the time
necessary to accomplish a sale of its Assets through a chapter 11
plan, especially given the outside date that the Purchaser has
required to Close, could jeopardize the sale in its entirety at
worst, and at best, will result in a significantly diminished
recovery to the creditors of the estate.

On April 18, 2017, after arms-length negotiations, the Debtor and
the Purchaser executed the APA.

The salient terms of the APA are:

   a. Seller: The Fresh Ice Cream Co., LLC

   b. Purchaser: DGI Ventures, Inc.

   c. Purchase Price: $1,000,000, subject to adjustment

   d. Deposit: $100,000

   e. Assets to be Sold: All of the assets of the Debtor of any
kind, tangible and intangible, and wherever located, including
without limitation, (i) any or all inventories of finished goods,
ingredients, and packaging materials on hand at Closing; (ii) all
storage or manufacturing equipment; (iii) customer contracts,
relationships and lists; (iv) contracts with suppliers,
distributors and co-packers; (v) all of the Seller's Intellectual
Property and Confidential Information, including but not limited to
the Intellectual Property and Confidential Information; and (vi)
all right, title and interest in any or all unfilled purchase
orders pending at the Closing that were entered into in the
ordinary course of business.

   f. Representations and Warranties: The representations and
warranties and covenants are customary for a transaction of this
type, including, without limitation, representations and warranties
regarding the authority to enter into the sale transaction, (non)
existence of brokers, violation of laws or contracts and condition
of the Assets, status of customers and contracts.

   g. Closing: The Closing will take place at the offices of the
Debtor's counsel no later than 10 days after entry of the Sale
Approval Order.  The foregoing notwithstanding, in the event that
the Closing has not occurred by June 30, 2017 and the parties have
not mutually agreed to an extension of such deadline in writing,
either party will have the right to terminate the Agreement.

The APA contemplates that upon entry of the Sale Procedures Order,
the Debtor's counsel will be authorized to release the Deposit from
its escrow account to the Debtor in order that the Debtor may use
the Deposit for the purchase of new finished inventory of ice cream
pints and materials, including ingredients and packaging used to
produce such new finished inventory.  The Purchaser will be
entitled to an allowed administrative expense claim in the
Bankruptcy Case in the amount of the Deposit until such time as it
is applied to the Purchase Price at Closing, or repaid.

The Sale of the Assets pursuant to the APA is subject to higher
and/or better offers.  In order to ensure that the highest and best
offer is received the Debtor has established the proposed Bidding
Procedures to govern the submission of competing bids at an
Auction.

The salient terms of the Bidding Procedures are:

   a. Bid Deadline: June 5, 2017 at 12:00 p.m. (ET)

   b. Qualified Competing Bid: Not less than $1,200,000

   c. Deposit: 10% of the Initial Bid

   d. The Purchaser will be deemed a Qualified Bidder in the amount
of $1,000,000.

   e. Auction: The Auction will be at 10:00 a.m. (PET) on June 7,
2017, at the offices of at the offices of DelBello Donnellan
Weingarten Wise & Wiederkehr, LLP, One North Lexington Avenue,
White Plains, New York.  A hearing to approve the Successful Bidder
will be held before the Court shortly thereafter, subject to the
Court's availability.

   f. Bid Increments: $20,000

   g. Break-Up Fee: 3% of the Purchase Price ($30,000)

   h. Expense Reimbursement: Subject to verification of up to
$30,000

   i. The Successful Bidder will be required to close within 14
days of entry of the Sale Approval Order.

If no Qualified Competing Bids are received, the Debtor and the
Purchaser intend to seek immediate Court approval of the APA
without conducting an Auction.

The Debtor believes that the Bidding Procedures are fair,
reasonable, likely to encourage competitive bidding, and will
result in the highest and best price for the Assets at Auction.
Furthermore, the Bidding Procedures will permit all parties truly
interested in acquiring the Assets an opportunity to submit a bid
that can be weighted or compared against the APA.  Accordingly, the
Debtor asks the Court to approve the Bidding Procedures.

The Termination Fee will provide a minimum floor bid on which other
bidders may rely upon.  The Purchaser has stated that it will not
provide the deposit or move forward as the stalking horse buyer
absent approval of the Termination Fee, which was extensively
negotiated by the parties’ respective counsel.  Accordingly,
under the circumstances, the Debtor submits that both the Break-Up
Fee and Expense Reimbursement are reasonable and appropriate.

A copy of the APA and the Bidding Procedures attached to the Motion
is available for free at
http://bankrupt.com/misc/Fresh_Ice_Cream_39_Sales.pdf

The Debtor submits that the APA, subject to higher and better
offers received at an Auction, will provide the greatest recovery
for its estate than would be provided by any other available
alternative.  In addition, the terms and conditions of the APA will
be tested in the market through an auction process, which will
support the fairness and reasonableness of the consideration being
received.  Therefore, the Debtor asks that the Court authorize and
approve the APA and the sale of the Assets.

Although not expressly set forth in the APA, the Debtor asks relief
from the 14-day stay imposed by Bankruptcy Rule 6004(h) in the
event that observing the stay will result in a Closing after the
June 30, 2017 closing deadline.

The Purchaser can be reached at:

          DGI VENTURES, INC.
          c/o Dean Foods Company
          Attn: General Counsel
          2711 N. Haskell Ave, Ste 3400
          Dallas, TX 75204

The Purchaser is represented by:

          Liz Boydston, Esq.
          NORTON ROSE FULBRIGHT US LLP
          2200 Ross Avenue, Suite 3600
          Dallas, TX 75201

                  About The Fresh Ice Cream

The Fresh Ice Cream Company LLC owns and operates a frozen dairy
and non-dairy product distribution company under the well-known
ice
cream brand name Steve's Ice Cream.  Fresh Ice Cream distributes
high quality frozen dairy and non-dairy products to over 12
national retailers including Whole Foods throughout the Northeast
and West Coast.

Fresh Ice Cream sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-40716) on Feb. 17,
2017.  David Stein, managing member, signed the petition.

At the time of the filing, the Debtor disclosed $1.32 million in
assets and $6.31 million in liabilities.

The case is assigned to Judge Elizabeth S. Stong.

Jonathan S. Pasternak, Esq., at Erica R. Aisner, Esq., at DelBello
Donnellan Weingarten Wise & Wiederkehr, LLP, serve as the Debtor's
bankruptcy counsel.

The U.S. trustee for Region 2 on March 8, 2017, appointed five
creditors to serve on an official committee of unsecured creditors.
The Committee retained Westerman Ball Ederer Miller Zucker &
Sharfstein, LLP, as counsel.


FRIENDSHIP VILLAGE: FSO-Led Auction of All Assets on July 26
------------------------------------------------------------
Judge LaShonda A. Hunt of the U.S. Bankruptcy Court for the
Northern District of Illinois will convene a hearing on April 26,
2017 at 1:30 p.m. to consider the bidding procedures of Friendship
Village of Mill Creek, NFP, doing business as GreenFields of
Geneva, in connection with its sale of substantially all assets to
Friendship Senior Options ("FSO") for $52,800,000, subject to
overbid.

The Debtor owns and operates a continuing care retirement community
located in Geneva, Illinois, known as GreenFields of Geneva
("Campus").  The Campus is improved with a building which includes
(i) 147 independent living units, (ii) 51 assisted living units,
(iii) 26 memory support-assisted living units, (iv) 43 nursing
beds, and (v) related common areas and parking.  Approximately 270
senior citizens reside at the Campus.

The Campus was built with proceeds received in the connection with
the issuance of the Bonds issued by the Illinois Finance Authority.
UMB Bank, N.A., the Bond Trustee, is successor master trustee and
successor trustee for the Bonds, and is owed approximately
$97,675,000 principal, plus interest, costs and expenses which are
due to the Bond Trustee under the terms of the agreements related
to the Bonds ("Bond Claim").  The Bond Claim is secured by
substantially all of the Debtor's assets.

The Debtor failed to make the required debt service payments to the
Bond Trustee under the terms of the relevant bond documents, and in
the Fall of 2016, the Debtor and the Bond Trustee entered into the
Forbearance Agreement which reflected, among other things, the
parties' agreement that the Campus and certain of the Debtor's
other assets ("Assets") should be marketed and offered for sale
under the Sale Process which was specifically described in that
agreement.

The Forbearance Agreement required the Debtor to retain an
investment banking or brokerage firm to implement the Sale Process.
On Oct. 25, 2016, the Debtor selected Aaron Rulnick and H.J. Sims
& Co., Inc. to perform the service, from a list of three firms
provided by the Bond Trustee.

After completing the marketing materials and assembling the data
room, Sims went out to market on Nov. 22, 2016 and contacted more
than 90 potential parties as potential acquirers of the Assets.
The Sale Process contemplated that Sims would encourage all
interested parties to submit an initial bid for the Assets in
December of 2016.  Parties who submitted contending bids, after
additional due diligence, would have an opportunity to submit a
second bid.  That second bid would have the potential to be
designated as a "stalking horse" bid which would be presented to
the Court (after the commencement of the present Case) as an
initial bid in a public auction conducted.

FSO indicated very early in the process that it intended to
participate in the Sale Process.  Given FSO's interest, the Special
Committee of the Debtor's board was formed and given exclusive
authority to oversee the Sale Process for the Debtor.  Ultimately,
FSO submitted a Term Sheet describing its bid, which the Special
Committee designated as the Initial Bid.

The key terms of the Initial Bid are:

   a. Structure: FSO proposes to consummate its Initial Bid through
a plan of reorganization.  Under such plan, FSO would pay the Bond
Trustee a total of $52,800,000 on account of the Bond Claim, and
assume substantially all executory contracts with current trade
vendors.  The entrance fee obligations owed to the residents of the
Campus would be assumed.

   b. Financing: The plan would be funded from financing obtained
through the issuance of new bonds and an equity contribution from
the FSO in the amount of $5,000,000.

   c. Excluded Liabilities: (i) cash, cash equivalents and
deposits; (ii) choses in action which arise under 11 U.S.C.
Sections 544, 545, 547, 548, 549 and 550; and (iii) executory
contracts and leases which are not assumed by FSO.

   d. Contingencies: FSO's bid is contingent on issuance of a new
series of bonds.

   e. Expense Reimbursement: $750,000

FSO's Initial Bid is subject to higher and better bids presented to
the Debtor under the proposed Bid Procedures.  To ensure that other
parties have a sufficient opportunity to submit a bid, the Debtor
has proposed an extended marketing process during the Case.  

Bidders may structure proposed transactions in any manner,
including but not limited to an acquisition of the Debtor's
membership interest, a restructuring of the amounts owed to the
Bond Trustee, or a purchase of the Assets.

The salient terms of the Bid Procedures are:

   a. Initial Bidder: FSO

   b. Initial Bidder Proposal: $52,800,000, plus $750,000 to
account for an expense reimbursement

   c. Bid Deadline: July 19, 2017 at 4:00 p.m. (PCT)

   d. Expense Reimbursement: $750,000

   e. Initial Bid Increment: $53,700,000

   f. Bid Increments: $150,000

   g. Earnest Money Deposit: 2% of the proposed consideration under
the Transfer Transaction

   h. Credit Bid: The Bond Trustee will be entitled to credit bid
(subject to payment of the Expense Reimbursement in cash).

   i. Auction: The Auction will take place at 10:00 a.m. (PCT) on
July 26, 2017 at the offices of Stahl Cowen Crowley Addis LLC, 55
West Monroe Street, Suite 1200, Chicago, Illinois.

   j. Assumption of Executory Contracts and Unexpired Leases: The
Term Sheet provides for the assumption and assignment of certain
executory contracts and unexpired leases to the Initial Bidder
("Assigned Contracts").  In all circumstances, the Successful
Bidder will be responsible for all cure amounts relating to the
Assigned Contracts.  The Successful Bidder must assume the
residency agreements related to GreenFields to become a Qualified
Bidder.

   k. Hearings to Approve Transfer Transaction: In the event the
Initial Bidder is the Successful Bidder, the hearing on the
proposed disclosure statement and plan confirmation will be
scheduled by the Bankruptcy Court in the ordinary course.  In the
event the Successful Bidder is not the Initial Bidder, and also
proposes a plan of reorganization, GreenFields will request new
dates from the Bankruptcy Court to approve a disclosure statement
and confirmation of a plan of reorganization incorporating the
terms of the Successful Bidder.

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

        http://bankrupt.com/misc/Friendship_Village_25_Sales.pdf

The Debtor has a sound business justification for seeking approval
of the Bid Procedures at this juncture.  Given the Debtor's current
circumstances, the Debtor believes it is in the best interest of
its estate, creditors, and parties-in-interest, including the
Debtor's residents and employees, to commence bidding procedures
immediately to maximize value.  Accordingly, the Debtor
respectfully asks that the Court approves the Bid Procedures.

The Bid Procedures do not include a break-up fee.  They do,
however, provide for payment of the Expense Reimbursement to FSO,
which is repayment of FSO's actual, out-of-pocket expenses incurred
in connection with the Initial Bid up to $750,000.  The Expense
Reimbursement is payable only in the event the Debtor consummates a
transaction for the Assets with a bidder other than FSO, and is
only payable from the proceeds received from such transaction.  The
Debtor's ability to offer the Expense Reimbursement to FSO enables
the Debtor to ensure the transfer of the Assets to FSO at a price
it believes to be fair while, at the same time, providing the
Debtor with potentially even greater benefit to its estate.  Thus,
the Expense Reimbursement provisions of the Term Sheet should be
approved.

The proposed Bidding Procedures require bidders to assume the
residency agreements in order to be Qualified Bidders.  This
requirement is necessary order to ensure that the going concern
value of the Campus is preserved and to ensure the equitable
treatment and well-being of the Debtor's approximately 270
residents.  Given the importance of assumption of the residency
agreements to the Campus, the Debtor asks that the Court approves
this provision of the Bid Procedures.

In the event the Successful Bidder at the Auction requests that the
Assets be transferred pursuant to the Sale Order, that Successful
Bidder will be providing significant benefit to the Debtor's
estate.  The assumption of the Assigned Contracts would be integral
to such a transaction, and thus the assumption of these Assigned
Contracts is undoubtedly a sound exercise of the Debtor's business
judgment.  For any other contracts and leases that the Successful
Bidder seeks to assume and assign, the Successful Bidder will pay
any cure costs associated with such contracts and leases and
perform the obligations of the Debtor thereunder.  Accordingly, the
Debtor submits that the assumption and assignment of the Assigned
Contracts as set forth should be approved.

The Debtor believes that the Sale Process and the Auction will
expose the Assets to a broad and diverse market, and will permit
all potential bidders with sufficient time to consider submitting
an offer, which will ensure a sale for the highest and best offer.
The Debtor desires to receive the greatest value for the Assets by
testing the public marketplace in the hope that higher and better
offers are generated for the Assets.  Accordingly, the Debtor asks
the Court to approve the proposed sale to the Buyer free and clear
of liens, claims, interests and encumbrances; and grant such other
and further relief it deems just and proper.

Proposed Counsel for the Debtor:

          Bruce Dopke, Esq.
          Kevin V. Hunt, Esq.
          Melissa J. Lettiere, Esq.
          STAHL COWEN CROWLEY ADDIS, LLC
          55 W. Monroe Street, Suite 1200
          Chicago, IL 60603
          Telephone: 312-641-0060
          Facsimile: 312-423-8189
          E-mail: bdopke@stahlcowen.com
                  khunt@stahlcowen.com
                  mlettiere@stahlcowen.com

           About Friendship Village of Mill Creek

Friendship Village of Mill Creek, NFP, doing business as
GreenFields of Geneva, owns and operates a continuing care
retirement community located in Geneva, Illinois, known as
GreenFields of Geneva ("Campus").  The Campus is improved with a
building which includes (i) 147 independent living units, (ii) 51
assisted living units, (iii) 26 memory support-assisted living
units, (iv) 43 nursing beds, and (v) related common areas and
parking.  Approximately 270 senior citizens reside at the Campus.

Friendship Village of Mill Creek sought Chapter 11 protection
(Bankr. N.D. Ill. Case No. 17-12470) on April 20, 2017.


FULLCIRCLE REGISTRY: Incurs $1.07 Million Net Loss for 2016
-----------------------------------------------------------
FullCircle Registry, Inc., filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$1.073 million on $1.087 million of revenue for the year ended Dec.
31, 2016 compared with a net loss of $695,700 on $1.142 million of
revenue for the year ended Dec. 31, 2015.

As of Dec. 31, 2016, the Company had total assets in the amount of
$4.552 million compared to total assets in the amount of $5.316
million at Dec. 31, 2015.  These assets principally consisted of
$20,112 in cash, $24,796 in other current assets which consist of
inventory and prepaid expenses, $3.328 million for the Georgetown
14 property and equipment, and $1,140,000 in building and land held
for sale.  Total assets at Dec. 31, 2015 consisted of $17,313 in
cash, $32,068 in other current assets, and $5.256 million for the
Georgetown 14 property and equipment.

On Dec. 31, 2016, the Company had $6.669 million in total
liabilities.  Current liabilities included $101,407 in accounts
payable, $175,343 in accrued expenses and other current
liabilities, $470,640 in accrued interest, $55,000 in short term
notes payable, $1,159,390 in notes payable – related party,
$55,688 in current portion of the equipment and mortgage note
payables.  Long term liabilities included $239,525 in equipment
note payable, $4,320,238 in mortgage note payable, $25,000 in long
term notes payable, $66,942 in notes payable – related party.

On Dec. 31, 2016, the Company's stockholders' deficit was $2.117
million as compared to a deficit of $1.058 million at Dec. 31,
2015.

Somerset CPAs, P.C., issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016.
The Company has suffered recurring losses from operations and has
a net capital deficiency that raises substantial doubt about its
ability to continue as a going concern.

A full-text copy of Form 10-K is available for free at:
https://is.gd/9vBbsa

                   About FullCircle Registry

Shelbyville, Kentucky-based FullCircle Registry, Inc., targets the
acquisition of small profitable businesses.  FullCircle Registry is
a holding company with three subsidiaries: FullCircle
Entertainment, Inc., FullCircle Insurance Agency, Inc. and
FullCircle Prescription Services, Inc.  Target companies for future
acquisition are those in search of exit plans for the owners and
are intended to continue autonomous operations as current ownership
is phased out over a period of 3-5 years.


GENERAL WIRELESS: Creditors' Panel Hires Kelley Drye as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of General Wireless
Operations Inc., d/b/a Radioshack, et al., seeks authorization from
the U.S. Bankruptcy Court for the District of Delaware to retain
Kelley Drye & Warren LLP as lead counsel for the Committee, nunc
pro tunc to March 17, 2017.

The Committee requires Kelley Drye to:

     a. assist the Committee with respect to its rights, duties and
powers in these cases;

     b. assist and advise the Committee in its consultations with
the Debtors in connection with the administration of these cases;

     c. assist the Committee in its investigation of the acts,
conduct , assets, liabilities, and financial conditions of the
Debtors;

     d. assist the Committee in connection with the Debtors' store
closing sale of substantially all the the Debtors' retail
locations, any future sales of assets, and/or any proposal plan of
reorganization or liquidation;

     e. assist the Committee in analyzing the claims of the
Debtors' creditors and the Debtors' capital structure and in
negotiating with holders of claims, including analysis of possible
objections to the priority, amount, subordination, or avoidance of
claims and/or transfers of property in consideration of such
claims;

     f. advise and represent the Committee in connection with
matters generally arising in these cases, including the Debtors'
use of cash collateral and the Debtors' store closing sales;

     g. appear before this Court, and any other federal, state or
appellate court;

     h. prepare, on behalf of the Committee, any pleadings,
including without limitation, motions, memoranda, complaints,
objections, and responses to any of the foregoing; and

     i. perform such other legal services as may be required or are
otherwise deemed to be in the interest of the Committee in
accordance with the Committee's powers and duties as set forth in
the Bankruptcy Code, Bankruptcy Rules, or other applicable law.

Kelley Drye will be paid at these hourly rates:

      Partners                  $540-$995
      Counsel                   $370-$750
      Associates                $310-$740
      Paraprofessionals         $185-$330

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

Eric R. Wilson, Esq., member of the law firm of Kelley Drye &
Warren LLP, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.

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

      -- Kelley Drye has agreed to provide the Committee a
voluntary reduction of 10% of Kelley's Drye's standard hourly rates
for all timekeepers. The blended hourly rate for timekeepers over
the duration of Kelley Drye's representation of the Committee in
expected to be $550 per hour.

      -- The prospective budget and staffing plan has been approved
for the period of March 17, 2017 through may 31, 2017.

By separate application, the Committee is seeking to retain (a)
Klehr Harrison, as Delaware counsel, and (b) BRG, as its financial
advisor.

Kelley Drye can be reached at:

      Eric R. Wilson, Esq.
      Kelley Drye & Warren LLP
      101 Park Avenue
      New York, NY 10178
      Tel: (212) 808-5087
      Fax: (212) 808-7897
      E-mail: ewilson@kelleydrye.com

                 About General Wireless Operations

Based in Fort Worth, Texas, General Wireless Operations Inc., doing
business as RadioShack -- http://www.RadioShack.com-- operates a  
chain of electronics stores.  Its predecessor, RadioShack Corp.,
then with 4,000 locations, sought Chapter 11 protection (Bankr. D.
Del. Case No. 15-10197) in February 2015 and announced plans to
close underperforming stores.  

In March 2015, General Wireless, a Standard General affiliate, won
court approval to purchase RadioShack Corp.'s assets, gaining
ownership of around 1,700 RadioShack locations.  Two years later,
General Wireless commenced its own bankruptcy case, announcing
plans to close 200 of 1,300 remaining stores.

General Wireless Operations Inc., and its affiliates based in Fort
Worth, Texas, filed a Chapter 11 petition (Bankr. D. Del. Lead Case
No. 17-10506) on March 8, 2017.  In its petition, General Wireless
estimated $100 million to $500 million in both assets and
liabilities.  The petition was signed by Bradford Tobin, SVP,
general counsel.

The Debtors tapped Pepper Hamilton LLP as legal counsel; Loughlin
Management Partners & Company, Inc. as financial advisor; and Prime
Clerk, LLC as claims and noticing agent.
  
An Official Committee of Unsecured Creditors has been appointed in
the case and is represented by Kelley Drye & Warren LLP as lead
counsel and Klehr Harrison, as Delaware counsel.  The Committee has
retained BRG, as its financial advisor.


GENERAL WIRELESS: Creditors' Panel Hires Klehr as Co-Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of General Wireless
Operations Inc., d/b/a Radioshack, et al., seeks authorization from
the U.S. Bankruptcy Court for the District of Delaware to retain
Klehr Harrison Harvey Branzburg LLP as co-counsel for the
Committee, nunc pro tunc to March 17, 2017.

The Committee requires Klehr Harrison to:

     a. provide legal advice regarding local rules, practices,
precedent and procedures and provide substantive and strategic
advice on how to accomplish the Committee's goals in connection
with the prosecution of these cases, bearing in mind that the Court
relies on co-counsel such as Klehr Harrison to be involved in all
aspects of each bankruptcy proceeding;

     b. review, comment and/or prepare drafts of documents and
discovery materials to be filed with the Court and con-counsel to
the Committee and/or served on parties or third parties in these
chapter 11 cases;

     c. prepare initial drafts of motions and objections to motions
as requested by the Committee;

     d. perform various services in connection with the
administration of these cases, including, without limitation, (i)
prepare certificates of no objection, certifications of counsel,
notices of fee applications and hearings, and hearing binders of
documents and pleadings, (ii) monitor the docket for filings and
coordinating with Kelley Drye on pending matters that need
responses, (iii) prepare and maintain critical dates memoranda to
monitor pending applications, motions, hearings dates and other
matters and the deadlined associated with the same, and (iv) handle
inquiries and calls form creditors and counsel to interested
parties regarding pending matters and the general status of these
cases and coordinate with Kelley Drye on any necessary responses;

     e. perform all services for the Committee in which Kelley Drye
may have a conflict of interest; and

     f. perform all other services assigned by the Committee, in
consultation with Kelley Drye, to Klehr Harrison as co-counsel to
the Committee, and to the extent the Firm determines that such
services fall outside of the scope of services historically or
generally performed by Klehr Harrison as co-counsel in the
bankruptcy proceeding, Klehr Harrison will file a supplemental
declaration.

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

     Richard M. Beck, partner           $605
     Michael Yurkewicz, counsel         $425
     Sally Veghte, associate            $325
     Paralegals                         $190-$200

Klehr Harrison professionals hourly rates

     Partner                            $350-$820
     Counsel                            $295-$475
     Associates                         $260-$410
     Paralegals                         $170-$250

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

Richard M. Beck, Esq., partner at the firm of Klehr Harrison Harvey
Branzburg LLP, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.

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

     -- Klehr Harrison has not agreed to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement.

     -- No professional included in this engagement varies their
rate based on the geographic location of the bankruptcy case.

     -- Klehr Harrison has not represented the Committee in the 12
months prepetition consequently, there is no billing rates and
material financial terms for the prepetition engagement, including
any adjustments during the 12 months prepetition to disclose and
Klehr Harrison's billing rates and material financial terms have
not changed post petition.

     -- The Committee and its counsel are currently in the process
of formulating a detailed budget that is consistent with both the
Final DIP Order and the form of budget attached as Exhibit C-1 to
the Appendix B Guidelines, recognizing that in the course of a
large case like these chapter 11 Cases, it is highly likely that
there may be a number of unforeseen fees and expenses that will
need to be addressed by the Committee and its counsel.

Klehr Harrison can be reached at:

      Richard M. Beck, Esq.
      Klehr Harrison Harvey Branzburg LLP
      919 N. Market Street, Suite 1000
      Wilmington, DE 19801
      Phone: 215-569-2299
      Fax: 215-568-6603
      E-mail:rbeck@klehr.com

               About General Wireless Operations

Based in Fort Worth, Texas, General Wireless Operations Inc., doing
business as RadioShack -- http://www.RadioShack.com-- operates a  
chain of electronics stores.  Its predecessor, RadioShack Corp.,
then with 4,000 locations, sought Chapter 11 protection (Bankr. D.
Del. Case No. 15-10197) in February 2015 and announced plans to
close underperforming stores.  

In March 2015, General Wireless, a Standard General affiliate, won
court approval to purchase RadioShack Corp.'s assets, gaining
ownership of around 1,700 RadioShack locations.  Two years later,
General Wireless commenced its own bankruptcy case, announcing
plans to close 200 of 1,300 remaining stores.

General Wireless Operations Inc., and its affiliates based in Fort
Worth, Texas, filed a Chapter 11 petition (Bankr. D. Del. Lead Case
No. 17-10506) on March 8, 2017.  In its petition, General Wireless
estimated $100 million to $500 million in both assets and
liabilities.  The petition was signed by Bradford Tobin, SVP,
general counsel.

The Debtors tapped Pepper Hamilton LLP as legal counsel; Loughlin
Management Partners & Company, Inc. as financial advisor; and Prime
Clerk, LLC as claims and noticing agent.

An Official Committee of Unsecured Creditors has been appointed in
the case and is represented by Kelley Drye & Warren LLP as lead
counsel and Klehr Harrison, as Delaware counsel.  The Committee has
retained BRG, as its financial advisor.


GRANDPARENTS.COM INC: Hires Akerman LLP as Counsel
--------------------------------------------------
Grandparents.com, Inc., and Grand Card LLC seek authorization from
the U.S. Bankruptcy Court for the Southern District of Florida to
employ The Law of Akerman LLP as counsel for the
Debtor-in-Possession, nunc pro tunc to April 14, 2017.

The Debtor requires Akerman to:

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

     b. attend meetings and negotiate with representatives of
creditors and other parties-in-interest and advise and consult on
the conduct of the case, including all of the legal and
administrative requirements of operating in Chapter 11;

     c. advise the Debtors in connection with any contemplated
sales of assets or business combinations, including the negotiation
of sales promotion, liquidation, stock purchase, merger or joint
venture agreements, formulate and implement bidding procedures,
evaluate competing offers, draft appropriate corporate documents
with respect to the proposed sales, and counsel the Debtors in
connection with the closing of such sales;

     d. advise the Debtors in connection with post-petition
financing and cash collateral arrangements, provide advice and
counsel with respect to pre-petition financing arrangements, and
provide advice to the Debtors in connection with the emergence
financing and capital structure, and negotiate and draft documents
relating thereto;

     e. advise the Debtors on matters relating to the evaluation of
the assumption, rejection or assignment of unexpired leases and
executory contracts;

     f. provide advice to the Debtors with respect to legal issues
arising in or relating to the Debtors' ordinary course of business
including attendance at senior management meetings, meetings with
the Debtors' financial and turnaround advisors, and provide advice
on employee, workers' compensation, employee benefits, labor, tax,
insurance, securities, corporate, business operation, contracts,
joint ventures, real property, press/public affairs and regulatory
matters;

     g. take all necessary action to protect and preserve the
Debtors' estates, including the prosecution of actions on their
behalf, the defense of any actions commenced against the estates,
negotiations concerning all litigation in which the Debtors may be
involved and objections to claims filed against the estates;

     h. prepare on behalf of the Debtors all motions, applications,
answers, orders, reports and papers necessary to the administration
of the estates;

     i. negotiate and prepare on the Debtors' behalf a plan of
reorganization, disclosure statement and all related agreements
and/or documents, and take any necessary action on behalf of the
Debtors to obtain confirmation of such plan;

     j. attend meetings with third parties and participate in
negotiations with respect to the above matters;

     k. appear before this Court, any appellate courts, and the
U.S. Trustee, and protect the interests of the Debtors' estates
before such courts and the U.S. Trustee; and

     l. perform all other necessary legal services and provide all
other necessary legal advice to the Debtors in connection with
these Chapter 11 cases.

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

     Steven R. Wirth                $440
     Eyal Berger                    $430
     Katherine C. Fackler           $325
     Attorneys                      $295-$800
     Paraprofessionals              $100-$225

Akerman was engaged by the Debtors for restructuring services on
February 21, 2017 and in connection therewith received an initial
earned-on-receipt retainer from Debtor, Grandparents.com, Inc. in
the amount of $350,000.  Akerman applied amounts equal to: (i)
$30,173.50 of the Prepetition Retainer to its pre-petition fees and
expenses on March 6, 2017; (ii) $123,649.48 of the Prepetition
Retainer to its pre-petition fees and expenses on April 6, 2017;
and (iii) $98,636.91 of its Prepetition Retainer on April 13, 2017,
including an estimate of those fees and expenses expected to be
incurred on April 13, 2017.  As a result, Akerman will have a
post-petition retainer, subject to adjustment depending on the
final reconciliation of pre-petition fees and expenses against the
Prepetition Payment, in the approximate amount of $97,540.11.

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

Steven R. Wirth, Esq., partner of the law firm of Akerman, LLP,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

Akerman may be reached at:

      Steven R. Wirth, Esq.
      Akerman, LLP
      401 E. Jackson Street, Suite 1700
      Tampa, FL 33602-5250
      Tel: (813) 209-5093
      Fax: (813) 218-5407
      E-mail: steven.wirth@akerman.com

              About Grandparents.com, Inc.

Grandparents.com, Inc., and Grand Card LLC filed a Chapter 11
bankruptcy petition (Bankr. S.D.Fla. Case No. 17-14704 and
17-14711, respectively) on April 14, 2017.  The Hon. Laurel M.
Isicoff presides over the case. Akerman LLP represents the Debtor
as counsel.

In its petition, Grandparents.com, Inc. estimated assets$673,568
and 13.69 million in liabilities, and Grand Card LLC estimated
assets $361,913 and 11.26 million in liabilities The petition was
signed by Joshua Rizack, chief restructuring officer, The Rising
Group Consulting, Inc.


GREAT FALLS DIOCESE: Head Start Buying Billings Property for $1.3M
------------------------------------------------------------------
Roman Catholic Bishop of Great Falls, Montana, a Montana Religious
Corporation Sole (Diocese of Great Falls-Billings), asks the U.S.
Bankruptcy Court for the District of Montana to authorize the
private sale of the Holy Rosary Church and School real property
located at 521 Custer Ave., Billings, Yellowstone County, Montana,
to Head Start, Inc., for $1,250,000.

The facility will be remodeled, and will be used as a preschool,
which will open its doors in mid August 2017.  The Holy Rosary
Church and School building consists of two buildings.  The church
portion has been vacant, but the school building has been in use.
The land consists of 1.53 acres.  

The property has been on the market for roughly one year, with an
original asking price of $1,495,000, and an accepted price of
$1,250,000, which was deemed to be a sale at fair market value by
the realtor who listed the property, and based on local market
conditions.  The tax assessed value of the building and land in
2016 is $1,230,000.

The Buyer has entered a Buy-Sell Agreement for the purchase of the
Property.

The salient terms of the Agreement are:

   a. Seller: The Debtor

   b. Buyer:  Head Start, Inc.

   c. Property: Holy Rosary Church and School, Billings,
Yellowstone County, Montana

   d. Purchase Price: $1,250,000

   e. Time and Place of Sale: June 2, 2016 at American Title and
Escrow in Billings, Montana.  The Debtor will request shortened
notice to meet such deadline.

   f. Treatment of Existing Liens: No liens exist with the
exception of unpaid real property taxes up to date of closing,
which will be paid at closing.

   g. Realtor's Commission: NAI Business Properties and Matt
Robertson have been employed as realtor.  Per listing agreement,
NAI Business Properties is entitled to a commission of 6% of the
sales price, or $75,000.  NAI Business Properties will make further
application to be paid at closing out of proceeds of sale.

   h. Administrative Costs: All estimates: Title insurance and
other closing costs are estimated at $10,000 and will be paid at
closing and out of proceeds of sale.

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

         http://bankrupt.com/misc/ROMAN_CATHOLIC_MT_47_Sales.pdf

The net proceeds from the sale of the Holy Rosary Church and School
building will be earmarked for Mary Queen of Peace Parish, and will
be deposited in a "deposit and loan fund" account held by the
Debtor, and will not be used pending further order of the Court.
The Diocese will receive the entire net purchase price, which after
expenses and realtors' commission; will be held in its segregated
account as described, and not to be accessed, pending confirmation
of a Plan of Reorganization or by further Order of the Court.

The sale is of surplus assets of the Mary Queen of Peace Parish,
which owns the facility under Canon law, but under civil law the
real property is titled in the name of the Diocese of Great Falls.
The sale of the property allows the Church to continue its ministry
by assisting the Parish in completing its part of the transaction,
which is part of the consolidation of three sites into a single
site through the construction of an elementary school in Billings,
Montana.  The Debtor believes the property, and any proceeds
received thereof, are held in trust by the Debtor for the Mary
Queen of Peace Parish.  Agreement has been reached that these funds
will
be segregated and not used until further Order of the Court.

The Purchaser can be reached at:

          HEAD START, INC.
          615 N 19th St.
          Billings, MT 59101
          Attn: Jessica Gaard

      About The Roman Catholic Bishop of Falls, Montana

The Roman Catholic Bishop of Falls, Montana, A Montana Religious
Corporate Sole, aka Diocese of Great Falls-Billings --
http://www.dioceseofgfb.org/-- filed a Chapter 11 bankruptcy  
petition (Bankr. D. Mont. Case No. 17-60271) on March 31, 2017.

The Hon. Benjamin P. Hursh presides over the case.

Bruce Alan Anderson, Esq., at ELSAESSER JARZABEK ANDERSON ELLIOTT
&
MACDONALD, CHTD.; and Gregory J Hatley, Esq., at DAVIS HATLEY
HAFFEMAN & TIGHE PC, serve as counsel to the Debtor.

In its petition, the Debtor listed $20.75 million in total assets
and $14.78 million in total liabilities.

The petition was signed by Michael W. Warfel, Bishop.


GREEN FUEL: Hearing on Disclosures Approval Set for May 3
---------------------------------------------------------
The Hon. Brenda Moody Whinery of the U.S. Bankruptcy Court for the
District of Arizona has scheduled for May 3, 2017, at 10:15 a.m.
the hearing to consider the approval of Green Fuel Technologies,
LLC's disclosure statement dated April 11, 2017, referring to the
Debtor's Chapter 11 plan dated April 11, 2017.

Objections to the Disclosure Statement must be filed by May 1,
2017, at 5:00 p.m.

                  About Green Fuel Technologies

Green Fuel Technologies, based in Phoenix, Ariz., filed a Chapter
11 petition (Bankr. D. Ariz. Case No. 17-00594) on Jan. 20, 2017.
The petition was signed by John Casey, managing member.  The case
is assigned to Judge Brenda Moody Whinery.  At the time of the
filing, the Debtor estimated $1 million to $10 million in both
assets and liabilities.  Pernell W. McGuire, Esq., at Davis Miles
McGuire Gardner, PLLC, serves as bankruptcy counsel to the Debtor.


HALCON RESOURCES: Egan-Jones Withdrew 'D' Sr. Unsec. Debt Ratings
-----------------------------------------------------------------
Egan-Jones Ratings Company, on February 28, 2017, withdrew the D
local currency senior unsecured rating and CC foreign currency
senior unsecured rating on debt issued by Halcon Resources Corp.

Halcon Resources Corporation is an independent energy company. The
Company is focused on the acquisition, production, exploration and
development of onshore liquids-rich oil and natural gas assets in
the United States.


HANCOCK FABRICS: PBGC Objects to Disclosure Statement
-----------------------------------------------------
Pension Benefit Guaranty Corporation objects to Hancock Fabrics,
Inc., and its affiliates' disclosure statement regarding its first
amended joint chapter 11 plan of liquidation, dated March 8, 2017.


PBGC objects to the Disclosure Statement complaining that it fails
to inform creditors of facts that may affect the value of their
claims and the confirmability of the Plan. The Disclosure Statement
also fails to provide sufficient information to creditors regarding
the grounds for the proposed substantive consolidation of the
individual estates and the effect of substantive consolidation on
claims.

Further, the PBGC complains the Disclosure Statement fails to
provide any information on the effect of denying PBGC a separate
recovery against each of the Debtors. "Adequate information"
requires the Debtors to quantify the impact of substantive
consolidation. At the same time, PBGC believes that other creditors
will benefit from substantive consolidation, by virtue of being
able to recover from the combined estates. The Disclosure Statement
should set forth the extent
to which substantive consolidation will enhance other creditors'
recovery, at the expense of PBGC. It should discuss the effect, if
any, on other significant creditors.

The Disclosure Statement must also explain in plain terms the
reason for seeking substantive consolidation.

Based on the foregoing, PBGC requests that the Court require the
Debtors to further amend the Disclosure Statement to provide
adequate information as required by 11 U.S.C. section 1125.

Attroneys for the Pension Benefit Guaranty Corporation:

     Israel Goldowitz, Esq.
     Chief Counsel
     Kartar S. Khalsa, Esq.
     Deputy Chief Counsel
     Stephanie Thomas, Esq.
     Assistant Chief Counsel
     Kimberly E. Neureiter, Esq.
     Jean Marie Breen, Esq.
     Aditi Kumar, Esq.
     Office of the Chief Counsel
     1200 K Street, N.W.
     Washington, D.C. 20005-4026
     Ph: 202-326-4020, ext. 3581
     Fax: 202-326-4112
     Emails: Neureiter.Kimberly@pbgc.gov
     efile@pbgc.gov

The Troubled Company Reporter previously reported that holders of
General Unsecured Claims if allowed will receive a pro rata share
of the available assets.  The available assets are the remaining
assets and proceeds of assets after payment of or reserve for
senior claims and certain reserve amounts established under the
Plan for senior claims, and the administration and liquidation of
the Estates (including costs incurred after confirmation of the
Plan). To the extent that any amounts remain in these funds after
the claims or costs they cover are satisfied, they will be
distributed according to the terms of the Plan.

A copy of the Disclosure Statement is available at:

          http://bankrupt.com/misc/deb16-10296-1486.pdf

                    About Hancock Fabrics

Hancock Fabrics, Inc., is a specialty fabric retailer operating
stores under the name "Hancock Fabrics".  Hancock has 4,500
full-time and part-time employees.  The Baldwyn, Mississippi-based
company is one of the largest fabric retailers in the United
States, operating 260 stores in 37 states as of October 31, 2015
and an internet store under the domain name
http://www.hancockfabrics.com/         

Hancock Fabrics, Inc. and six of its affiliates, retailer of
fabric, sewing and accessories, filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-10296 to 16-10302) on Feb.
2, 2016.  Dennis Lyons, the senior vice president and chief
administrative officer, signed the petitions.  Judge Brendan
Linehan Shannon is assigned to the jointly administered cases.

The Debtors have engaged O'Melveny & Myers LLP as general counsel,
Richards, Layton & Finger, P.A., as local counsel, Clear Thinking
Group LLC as financial advisor, Retail Consulting Services, Inc.
d/b/a Real Estate Advisors as real estate advisors and Kurtzman
Carson Consultants, LLC as claims and noticing agent.

The Debtors disclosed total assets of $151.4 million and total
debts of $182.1 million.  The Debtors owe its trade vendors
approximately $21.2 million as of Jan. 31, 2016.

Lawyers at Klehr Harrison Harvey Branzburg LLP and Hahn & Hessen
LLP serve as counsel to the Official Committee of Unsecured
Creditors.


HANCOCKS FABRICS: Committee & PBGC File Objections to Plan
----------------------------------------------------------
BankruptcyData.com reported that Hancock Fabrics' official
committee of unsecured creditors and Pension Benefit Guaranty
Corporation filed with the U.S. Bankruptcy Court separate
objections to the Debtors' Plan and related Disclosure Statement.
The committee asserts, "The Plan in its current form is not
confirmable on its face because it includes certain provisions that
are contrary to the Bankruptcy Code.  Additionally, the Plan
includes certain provisions that are unacceptable to some of the
largest creditors in these cases and, unless amended, the Plan has
a high likelihood of being voted down by the requisite creditors.
As such, this Court should not approve the Motion and the Debtors'
estates should not be burdened with the unnecessary cost and delay
associated with solicitation of the current drafts of the Plan and
Disclosure Statement only to end up back at square one once the
Plan is rejected.  Any more undue cost and delay in moving these
cases forward will significantly diminish the little value that is
left for unsecured creditors.  The stark reality is that these
Estates cannot afford to complete the solicitation process twice.
Accordingly, the Committee requests that either (1) the Court
direct the Debtors to amend their Plan and Disclosure Statement to
address the issues raised herein, or (2) the Court deny the Motion
so that the Committee may file its own plan and disclosure
statement when the exclusive period to solicit terminates on May
12, 2017."

As previously reported by The Troubled Company Reporter, the
Debtors filed a Plan of Liquidation and Disclosure Statement dated
Dec. 2, 2016.  An Amended Disclosure Statement was filed on March
8, 2017.  Under the amended plan outline, General Unsecured Claims
are impaired where holders are 1.3% - 2.1% on their allowed claims.
A copy of the Disclosure Statement is available at:

        http://bankrupt.com/misc/deb16-10296-1486.pdf

                     About Hancock Fabrics

Hancock Fabrics, Inc., is a specialty fabric retailer operating
stores under the name "Hancock Fabrics".  Hancock has 4,500
full-time and part time employees.  The Baldwyn, Mississippi-based
company is one of the largest fabric retailers in the United
States, operating 260 stores in 37 states as of October 31, 2015
and an internet store under the domain name
http://www.hancockfabrics.com/         

Hancock Fabrics, Inc. and six of its affiliates, retailer of
fabric, sewing and accessories, filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-10296 to 16-10302) on Feb.
2, 2016.  Dennis Lyons, the senior vice president and chief
administrative officer, signed the petitions.  Judge Brendan
Linehan Shannon is assigned to the jointly administered cases.

The Debtors have engaged O'Melveny & Myers LLP as general counsel,
Richards, Layton & Finger, P.A., as local counsel, Clear Thinking
Group LLC as financial advisor, Retail Consulting Services, Inc.
d/b/a Real Estate Advisors as real estate advisors and Kurtzman
Carson Consultants, LLC as claims and noticing agent.

The Debtors disclosed total assets of $151.4 million and total
debts of $182.1 million.  The Debtors owe its trade vendors
approximately $21.2 million as of Jan. 31, 2016.

Lawyers at Klehr Harrison Harvey Branzburg LLP and Hahn & Hessen
LLP serve as counsel to the Official Committee of Unsecured
Creditors.


HHGREGG INC: Board Size Reduced, 8 Directors Resigned
-----------------------------------------------------
BankruptcyData.com reported that hhgregg in its filings with the
U.S. Securities and Exchange Commission, stated that its board of
directors of the Company has determined to reduce its size to three
members as the Company takes the necessary steps to liquidate the
assets of the Company and its subsidiaries as part of the Company's
reorganization proceedings under Chapter 11 of the United States
Bankruptcy Code.  As a result, on April 10, 2017, each Michael
Andretti, Gregory M. Bettinelli, William P. Carmichael, Lawrence P.
Castellani, Kenneth J. Kocher, John M. Roth, Peter M. Starrett and
Kathleen C. Tierney resigned as a director of the Company effective
as of that date.  The Board appointed Robert J. Riesbeck, as the
chief executive officer and president of the Company, to serve as a
director on the Board until his resignation or removal. Benjamin D.
Geiger and Catherine A. Langham will remain on the Board of
Directors of the Company.  Mr. Geiger and Ms. Langham will serve on
the audit committee, nominating and corporate governance committee
and compensation committee.


HHGREGG INC: Committee Objects to DIP Financing Motion
------------------------------------------------------
BankruptcyData.com reported that hhgregg's official committee of
unsecured creditors filed with the U.S. Bankruptcy Court an
objection to the Debtors' post-petition financing motion.  The
objection asserts, "The course of these chapter 11 cases was set
day one by the Debtors' secured lenders for their sole and
exclusive benefit and without regard to the consequences for the
Debtors' administrative and general unsecured creditors. Rather
than serve as a lifeline for the Debtors, the DIP Facility appears
to be nothing more than a nail in the coffin.  If the DIP Facility
is approved as proposed, the DIP Secured Parties would receive
exorbitant fees and obtain all of the benefits of chapter 11,
without sufficiently providing for the costs and expenses of
administering these cases. . .  At the same time, the DIP Secured
Parties seek to grab the few remaining unencumbered assets of these
estates, including avoidance actions, leasehold proceeds and
commercial tort claims.  The DIP Secured Parties also stand to be
paid more than $5 million in fees and interest in exchange for
limited funding which appears to give the Debtors no option but to
liquidate.  The Committee will not support approval of a DIP
facility that takes money otherwise be available for creditors
whose real estate, goods and services are buoying the value of the
lenders' collateral, and uses it to line the pockets of the
Debtors' secured lenders."

                     About hhgregg Inc.

Indianapolis, Indiana-based hhgregg, Inc. is an appliance,
electronics and furniture retailer.  Founded in 1955, hhgregg is a
multi-regional retailer currently with 220 stores in 19 states that
also offers market-leading global and local brands at value prices
nationwide via hhgregg.com.

hhgregg Inc., Gregg Appliances Inc. and HHG Distributing LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Ind. Lead Case No. 17-01302) on March 6, 2017.  The petition was
signed by Kevin J. Kovacs, chief financial officer.  

At the time of the filing, hhgregg and HHG Distributing estimated
assets and liabilities of less than $50,000.  Gregg Appliances
estimated its assets and liabilities at $100 million to $500
million.  

The Debtors engaged Morgan, Lewis & Bockius LLP and Ice Miller LLP
as counsel; Berkeley Research Group, LLC as financial advisor;
Stifel and Miller Buckfire & Co. as investment banker and Donlin,
Recano & Company, Inc. as claims and noticing agent.

The U.S. Trustee has appointed creditors to serve on the official
committee of unsecured creditors.  The Committee hired Bingham
Greenebaum Doll LLP as counsel.


HUNTWICKE CAPITAL: Says Oct. 30, 2016 Financials Inaccurate
-----------------------------------------------------------
On April 11, 2017, the management and the Board of Directors of
Huntwicke Capital Group Inc., concluded that the Company's
previously issued financial statements for the quarter ended Oct.
31, 2016 should no longer be relied upon because of errors related
to an accounting treatment of (i) certain advances relating to the
acquisition of Huntwicke Advisors, LLC, were accounted for as
capital when they were actually expenses of the Company and should
have been expensed, (ii) the Company failed to disclose the
issuance one share of Series A Preferred Stock on March 23, 2016,
and, (iii) the Company's disclosure relating the purchase of
Huntwicke Advisors, LLC and Huntwicke Securities LLC by the Company
from WS Advantage LP contained incorrect share amounts.  The
Company agreed to issue to WS Advantage a total of 1,384,923 shares
of common stock versus 96,199 shares of common stock as previously
reported.

The Company plans to file an amendment to the original Form 10-Q to
restate the financial statements for the Restated Period to reflect
such adjustments regarding the Restated Transactions.  In addition,
the failure to disclose the issuance of one share of Preferred
Stock on March 23, 2016 may require a restatement of the company's
Form 10-K annual report for the year ended April 30, 2016 and the
Form 10-Q for the quarterly period ended July 31, 2016, subject to
receiving a valuation report on the value of the preferred share.

Huntwicke Capital's management has concluded that there are
material weaknesses in internal controls over financial reporting,
as it did not maintain effective controls over the selection and
application of accounting principles generally accepted in the
United States related to an accounting treatment of a capital
transaction resulting from an extinguishment between related
entities. Specifically, the members of the Company's management
team with the requisite level of accounting knowledge, experience
and training commensurate with its financial reporting requirements
did not analyze certain accounting issues at the level of detail
required to ensure the proper application of GAAP in certain
circumstances.

The Company's management and Board have discussed the matters
disclosed herein with Liggett and Webb, P.A., the Company’s
independent registered public accounting firm.

A full-text copy of Form 8-K is available for free at
https://is.gd/c1RkwH

                   About Huntwicke Capital

Huntwicke Capital Group Inc., formerly known as Magnolia Lane
Income Fund, was incorporated in the state of Delaware on May 12,
2009.  The Company was formed to commence business as a stock agent
in the wool trade.

On May 13, 2013, the Company entered into a stock purchase
agreement with Ian Raleigh and Michael Raleigh and Magnolia Lane
Financial, Inc., whereby the Purchaser purchased from the Sellers,
10,000,000 shares of common stock, par value $0.0001 per share, of
the Company, representing approximately 69.57% of the issued and
outstanding shares of the Company.  As a result, the Purchaser
became the majority shareholder of the Company.

Magnolia Lane reported a net loss of $197,969 for the year ended
April 30, 2016, compared to a net loss of $187,294 for the year
ended April 31, 2015.

Liggett & Webb, P.A., in Boynton Beach, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended April 30, 2016, citing that the Company has used
cash in operations of $22,835 and an accumulated deficit of
$707,094 at April 30, 2016.  These matters raise substantial doubt
about the Company's ability to continue as a going concern.


IASIS HEALTHCARE: S&P Gives 'B' Rating on Proposed $867MM Loan B
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' rating to IASIS Healthcare
LLC's proposed $867 million term loan B due 2021 (which includes a
$100 million cash paydown to extending lenders that elect to
participate in a pro rata share of paydown).  The recovery rating
is '3', indicating S&P's expectations for meaningful (50%-70%;
rounded estimate: 65%) recovery to debtholders in the event of
payment default.  The company is issuing the new debt to refinance
existing secured indebtedness, which carried the same rating.  The
new debt extends the maturity to be in line with the company's
revolver.  Extending term loan B lenders have the option to elect
to receive their pro rata share of a $100 million cash paydown.

S&P's ratings on parent IASIS Healthcare Corp. and IASIS Healthcare
LLC, including the 'B' corporate credit rating, are not affected.

S&P's 'B' corporate credit rating and negative rating outlook on
IASIS continues to reflect S&P's expectation that the company is
likely to materially improve profitability next year, which should
allow it to refinance the senior notes before they become a current
maturity in May 2018.

However, the company is coming off of an operating underperformance
in 2016, resulting from higher-than-expected medical loss ratios in
the company's Health Choice managed care business and, to a lesser
extent, lower volumes at the company's acute-care hospital in
Houston and costs associated with the system improvement agreement
affecting that facility.  While the Health Choice business is
growing rapidly, with over 40% revenue growth in 2016, this growth
has not been immediately profitable. Given higher-than-expected
pharmaceutical costs and increased enrollment of very sick
individuals, the Health Choice business generated negative EBITDA
in 2016.  IASIS expects this business to improve in profitability
next year, reflecting the company's exit from the Arizona health
exchanges (which accounted for nearly
$20 million of the 2016 losses) and rate increases in key product
lines.

However, S&P believes that the company needs to show some
improvement in operating trends to generate a track record that
will allow for a successful refinancing.

RATINGS LIST

IASIS Healthcare Corp.
Corporate Credit Rating             B/Negative/--

New Rating

IASIS Healthcare LLC
Senior Secured
$867 Mil. Term Loan B-3 Due 2021    B
    Recovery Rating                  3 (65%)


IMPLANT SCIENCES: Court Extends Plan Filing Deadline to May 1
-------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
Implant Sciences' motion to extend by 60 days the exclusive period
during which the Company can file a Chapter 11 plan and solicit
acceptances thereof through and including May 1, 2017 and June 29,
2017, respectively. The Court order notes that the extension was
approved despite the official committee of equity security holders'
objections "to give the parties an opportunity to complete
mediation." As previously reported, "Termination of the Debtors'
Exclusive Periods would adversely impact the Debtors' efforts to
preserve and maximize the value of these estates and the progress
of these Chapter 11 Cases. In effect, if this Court were to deny
the Debtors' request for an extension of the Exclusive Periods, any
party in interest would be free to propose a chapter 11 plan for
the Debtors. Such a ruling would foster a chaotic environment with
no central focus and likely cause substantial, if not irreparable,
harm to the Debtors' efforts to preserve and maximize the value of
their estates."

                     About IMX Acquisition

IMX Acquisition Corp., also known as Ion Metrics Inc., and its
affiliates, comprise a leading designer and manufacturer of
systems and sensors that detect trace amounts of explosives and
drugs.  Their products, which include handheld and desktop
detection devices, are used in a variety of security, safety, and
defense industries, including aviation, transportation, and customs
and border protection.  The Debtors have sold more than 5,000 of
their detection products to customers such as the United States
Transportation Security Administration, the Canadian Air
Transportation Security Authority, and major airports in the
European Union.

IMX Acquisition Corp. sought Chapter 11 protection (Bankr. D. Del.
Case No. 16-12238) on Oct. 10, 2016.  Its affiliates, Implant
Sciences, C Acquisition Corp. and Accurel Systems International
Corp. also sought Chapter 11 protection.  The cases are assigned to
Judge Brendan Linehan Shannon.

IMX estimated assets and liabilities in the range of $100 million
to $500 million.  The Debtors tapped Paul V. Shalhoub, Esq. and
Debra C. McElligott, Esq., and Jennifer J. Hardy, Esq., at Willkie
Farr & Gallagher, LLP, as counsel.

The petitions were signed by William J. McGann, president.

Andrew Vara, acting U.S. trustee for Region 3, on Oct. 24, 2016,
appointed Harold Coe and four others to serve on the official
committee of equity security holders.  Co-counsel to the
Official Committee of Equity Security Holders are William R.
Baldiga, Esq., and Gerard T. Cicero, Esq., at Brown Rudnick LLP, in
New York, and Sunni P. Beville, Esq., at Brown Rudnick LLP, in
Boston, Massachusetts; and Mark Minuti, Esq., at Saul Ewing LLP, in
Wilmington, Delaware.  The Equity Committee tapped FTI
Consulting, Inc., as financial advisor.

Tannor Partners Credit Fund, LP., the New DIP Lender, is
represented in the case by Andrew M. Felner, Esq., at Sheppard,
Mullin, Richter & Hampton, LP.

                          *     *     *

L3 Technologies on Jan. 5, 2017, disclosed that it has completed
its acquisition of the explosives trace detection (ETD) business of
Implant Sciences.  L3 had entered into an asset purchase agreement
(APA) to acquire certain assets of Implant for $117.5 million in
cash, plus the assumption of specified liabilities.

The Debtors have changed their names following the sale: FIAC Corp.
from IMX Acquisition Corp.; Secure Point Technologies from Implant
Sciences; FCAC Corp. from C Acquisition Corp.; and FASIC Corp. from
Accurel Systems International Corporation.


KEURIG GREEN: S&P Affirms 'BB' CCR on Strong Cash Flow
------------------------------------------------------
S&P Global Ratings affirmed its 'BB' corporate credit rating on
Waterbury, Vt.-based Keurig Green Mountain Inc.  The outlook is
stable.  At the same time, S&P affirmed the 'BBB-' issue-level
ratings on the company's senior secured credit facilities.  The 1'
rating indicates S&P's expectation for very high (90%-100%; rounded
estimate: 95%) recovery to lenders in the event of a payment
default.

Debt outstanding as of March 31, 2017, was about $4.5 billion.

"The ratings affirmation reflects the company's progress in
lowering manufacturing and procurement costs, reducing debt, and
strong cash flow generation," said S&P Global Ratings credit
analyst Diane Shand.  S&P forecasts the company will increase its
EBITDA margins by 250 basis points (bps) in 2017 compared to 2016.
The company has also reduced its working capital and repaid
$1.4 billion of debt since January 2016.  Leverage declined to 3.6x
in the trailing 12 months ended March 31, 2017, from pro forma 5.4x
after a January 2016 leveraged buyout led by JAB Holding Co.  S&P
expected further strengthening to 3.2x by fiscal year-end 2018.  

The stable outlook on Keurig reflects S&P's expectation that the
company will prioritize deleveraging and use internally generated
cash for debt repayment.  S&P also expects the company to generate
volume growth by improving marketing, lowering prices, and
expanding margins through cost reductions over the next 12 months.
That should enable the company to generate free operating cash flow
(FOCF) of $1.1 billion and reduce financial leverage to the low
3.0x area in fiscal 2018.

S&P could lower the ratings if Keurig's leverage increases to above
4x.  This could result from a material reduction in FOCF generation
from expected levels, possibly from market-share losses because of
changes in consumer tastes or from a change in the company's
financial policies resulting in excess cash applied to shareholder
distributions versus debt reduction.

S&P could consider a higher rating if Keurig sustainably grows the
sales of its high-margin portion packs despite strong competition
from alternative coffee products, at least maintains current
margins, and sustains financial leverage below 3x.  S&P would also
consider an upgrade if the company geographically diversifies and
demonstrates it can gain market share in countries where it
currently does not do business.



LAURA ELSHEIMER: New Plan Revises Treatment of Nationstar Claim
---------------------------------------------------------------
Laura Elsheimer LLC filed with the U.S. Bankruptcy Court in
Massachusetts its third amended disclosure statement regarding
their third amended plan of reorganization.

The new plan changes Velocity Commercial Capital, LLC's name to
Nationstar Mortgage LLC.

The plan also made some revisions on the Class 1 claim of
Nationstar stating that payment of Class 1 shall be in accordance
with existing promissory note from the Debtor to Nationstar,
modified to extend the maturity date of the loan to 30 years from
the Effective Date, fix the principal loan amount to an amount
equal to $578,672.21 plus the 506(b) expenses, to set a fixed
interest rate at 5.5%.

The previous interest rate was set to two percentage point over the
Wall Street Journal Prime Rate of Interest adjusted annually.

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

             http://bankrupt.com/misc/mab16-40853-82.pdf

                      About Laura Elsheimer

Laura Elsheimer LLC owns the properties known as 20-24 Main Street
& 3 Felton Street in Hudson, Massachusetts.  The properties
consist
of seven residential apartments and four commercial spaces.  

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
Mass. Case No. 16-40853) on May 16, 2016.  Michael Van Dam, Esq.,
at Van Dam Law LLP serves as the Debtor's bankruptcy counsel.

On September 26, 2016, the Debtor filed its Chapter 11 plan of
reorganization and disclosure statement.


LEO MOTORS: Incurs $6.41 Million Net Loss for 2016
--------------------------------------------------
Leo Motors, Inc., filed with the Securities and Exchange Commission
its annual report on Form 10-k disclosing a net loss of $6.410
million on $2.957 million of revenue for the year ended Dec. 31,
2016, compared with a net loss of $4.490 million on $4.299 million
of revenues in 2015, and a net loss of US$4.48 million on
US$693,000 of revenue in 2014.

As of Dec. 31, 2016, Leo Motors had $5.709 million in total assets,
$7.090 million in total liabilities, and a $1.380 million total
deficit.

The Company's liquidity and capital resources are limited.
Accordingly, its ability to initiate its plan of operations and
continue as a going concern is currently dependent on its ability
to either generate significant new revenues or raise external
capital through additional borrowing or the sale of additional
equity.

DLL CPAs LLC  issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016.
The Company has suffered recurring losses from operations and
negative cash flows from operations the past two years.  These
factors raise substantial doubt about its ability to continue as a
going concern.

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

                      About Leo Motors

Headquartered in Hanam City, Gyeonggi-do, Republic of Korea, Leo
Motors, Inc., a Nevada corporation, is currently engaged in the
research and development of multiple products, prototypes and
conceptualizations based on proprietary, patented and patent
pending electric power generation, drive train and storage
technologies.

In 2011, the Company determined its investment in Leo B&T Inc. an
investment account was impaired and recorded an expense of AUD4.5
million. During the 2012 year the Company had a net non operating
income largely from the result of the forgiveness of debt for
AUD1.3 million.



LIBERTY INDUSTRIES: Has Until May 25 to Use Regions Bank Cash
-------------------------------------------------------------
Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern
District of Florida authorized Liberty Industries, L.C. and Liberty
Properties at Newburgh, L.C., to continue using the cash collateral
of Regions Bank on an interim basis through and including May 25,
2017.

A hearing on the Motion was held on April 19, 2017 at 2:00 p.m.

The Debtors are authorized to use the Cash Collateral of Regions
Bank up to the amounts shown in the Budget.

The 6-month Budget contemplates these monthly total expenses :

               Month of      Total Expenses     Total Other Income
and Expenses
               --------      --------------    
-------------------------------
              March 2017        $33,100                   $25,000
              April 2017        $48,100                   $25,000
               May 2017         $48,100                   $25,000
              June 2017         $48,100                   $25,000
              July 2017         $48,100                   $25,000
             August 2017        $48,100                   $25,000

Any payment to professionals must be sought by filing an
application for compensation pursuant to Section 330 of the
Bankruptcy Code.  Regions Bank reserves the right to object to such
application.

As adequate protection for the use of Cash Collateral, the Debtors
will make monthly payments of $20,000 to Regions Bank, and grant to
Regions Bank a first priority postpetition lien on all cash of the
Debtors generated post-petition.  Notwithstanding the foregoing,
all liens and claims of Regions Bank  will be subject to (i) the
payment of any unpaid fees payable pursuant to 28 U.S.C. Section
1930 (including, without limitation, fees under 28 U.S.C. Section
1930(a)(6)); and (ii) the fees due to the Clerk of the Court.

In addition to the adequate protection, as a condition to the
continued use of Cash Collateral by the Debtors, the guarantors of
the Debtors' debt to Regions Bank  will pay Regions Bank $25,000 by
April 18, 2017 for the continued use of Cash Collateral for 30
days, through and including May 25, 2017, or as soon as a hearing
is available thereafter.

Notwithstanding the provisions of Section 522(a) of the Bankruptcy
Code, and in addition to the security interests preserved by
Section 522(b) of the Bankruptcy Code, the Debtors grant in favor
of the Secured Creditor a first priority post-petition security
interest and lien in, to and against all of the Debtors' assets,
nunc pro tunc to the filing of the Debtors' Chapter 11 cases, to
wit: Sept. 7, 2016, to the same extent that the Secured Creditor
held a properly perfected prepetition security interest in such
assets, which are or have been acquired, generated or received by
the Debtors subsequent to the Petition Date.

The liens and security interest granted to Regions Bank  will be
valid and perfected post-petition without the need for execution or
filing of any further documents or instruments otherwise required
to be filed or be executed or filed under non-bankruptcy law.

The Order is without prejudice to Regions Bank moving to terminate
the use of Cash Collateral.

A final hearing on the Motion will be held on May 17, 2017 at 2:00
p.m.

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

     http://bankrupt.com/misc/flsb16-22332-65.pdf

                    About Liberty Industries

Liberty Industries, L.C., d/b/a Tower Innovations, and Liberty
Properties at Newburgh, L.C., filed Chapter 11 petitions (Bankr.
S.D. Fla. Case Nos. 16-22332 and 16-22333) on Sept. 7, 2016.  The
Debtors engage in the design, manufacturing, installation and sale
of these Tower Systems, ranging from 100 feet Self-Support
Cellular
Towers up to 2,000 feet Guyed Tower Systems for the Television and
Radio Broadcasting marketplace.  They own commercial manufacturing
facility and office complex located in Newburgh, Indiana,
including
22.6 acres of real property: 6,000 square foot office building, a
28,000 square foot manufacturing facility and a 3,800 square foot
warehouse and support facility.  The Property is leased to Liberty
Industries by Liberty Properties.   

The petitions were signed by Barbara Wortley, managing member.

The Debtors are represented by Robert C. Furr, Esq., at Furr &
Cohen. The jointly-administered cases are assigned to Judge Erik
P. Kimball.

The Debtors estimated assets and liabilities at $1 million to $10
million at the time of the filing.


LINN ENERGY: Egan-Jones Withdrew 'D' Sr. Unsec. Debt Ratings
------------------------------------------------------------
Egan-Jones Ratings Company, on February 28, 2017, withdrew the D
the senior unsecured debt ratings and commercial paper ratings of
Linn Energy LLC.

Linn Energy, LLC is a petroleum, natural gas, and natural gas
liquids exploration and production company based in Houston,
Texas.


LOT INC: Case Summary & 3 Unsecured Creditors
---------------------------------------------
Debtor: Lot, Inc.
          dba Lott P.A. Property, Inc.
        2910 Prairie Hill
        Houston, TX 77059

Case No.: 17-32456

Business Description: The Debtor is a single asset real estate
                      as defined in 11 U.S.C. Section 101(51B).
                      Its principal assets are located at 3931
                      South MLK Drive Port Arthur, TX 77642.

Chapter 11 Petition Date: April 24, 2017

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Hon. Karen K. Brown

Debtor's Counsel: Matthew Brian Probus, Esq.
                  WAUSON PROBUS
                  One Sugar Creek Ctr Blvd, Ste 880
                  Sugar Land, TX 77478
                  Tel: 281-242-0303
                  Fax: 281-242-0306
                  E-mail: mbprobus@w-plaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Loc Tran, president.

A copy of the Debtor's list of three unsecured creditors is
available for free at http://bankrupt.com/misc/txsb17-34256.pdf


MANHATTAN PROPERTIES: Taps Buechler & Garber as Counsel
-------------------------------------------------------
Manhattan Properties, LLC seeks authorization from the U.S.
Bankruptcy Court for the District of Colorado to employ Buechler &
Garber, LLC as bankruptcy counsel.

The Debtor requires Buechler & Garber to:

   (a) provide the Debtor with legal advice with respect to its
       powers and duties;

   (b) aid the Debtor in the development of a plan of
       reorganization under Chapter 11;

   (c) file the necessary petitions, pleadings, reports, and
       actions which may be required in the continued
       administration of the Debtor's property under Chapter 11;

   (d) take necessary actions to enjoin and stay until final
       decree herein continuation of pending proceedings and to
       enjoin and stay until final decree herein commencement of
       lien foreclosure proceedings and all matters as may be
       provided under 11 U.S.C. section 362; and

   (e) perform all other legal services for the Debtor which may
       be necessary herein.

Buechler & Garber anticipates that the fees will be between $2,000
and $3,000 a month, but may vary depending upon the level of
litigation or contested matters in the case.

Buechler & Garber will be paid through the retainer, or by the
Debtor on a monthly basis: (1) 100% of the out of pocket costs
incurred as allowable under the guidelines established by the U.S.
Trustee's Office; and (2) 75% of the fees incurred.

The Debtor paid Buechler & Garber a $15,000 retainer.

Aaron A. Garber, partner of Buechler & Garber, 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.

Buechler & Garber can be reached at:

       Aaron A. Garber, Esq.
       BUECHLER & GARBER, LLC
       999 18th Street, Suite 12305
       Denver, CO 80202
       Tel: (720) 381-0045
       Fax: (720) 381-0382
       E-mail: aaron@bandglawoffice.com

                 About Manhattan Properties LLC

Manhattan Properties, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 17-12296) on March 21,
2017, estimating less than $1 million in assets and debt.


MINDEN AIR: Asks Court to Move Plan Filing Deadline to June 16
--------------------------------------------------------------
Minden Air Corp. requests the U.S. Bankruptcy Court for the
District of Nevada to extend the exclusive period to file its plan
of reorganization from April 17 to June 16, 2017, and the
corresponding exclusive period for obtaining confirmation of the
Debtor's filed plan to August 16.

The Debtor avers that its principals have closed escrow on the sale
of their home and paid off one of its secured creditors. However,
the Debtor is in need of further time to locate buyers for its jet
airplanes, and for negotiating with its remaining creditors in
order to formulate its plan.

Accordingly, the Debtor requires further time to prepare adequate
information and formulate a plan of reorganization. The Debtor
believes it will be able to formulate an acceptable plan of
reorganization within the requested extension of time.

                  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.


NAT'L ASSISTANCE BUREAU: Taps Blueprint Healthcare as Agent
-----------------------------------------------------------
National Assistance Bureau, Inc. seeks authorization from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Blueprint Healthcare Real Estate Advisors, LLC in cooperation with
ALPHACRE, Inc., as agents of the Estate.

The Debtor scheduled the value of its assisted care living facility
with 24 senior living studios commonly known as "Summer's Landing
Bayberry Trace", located at 315 Arrowhead Blvd., Jonesboro,
Georgia, at $2,200,000 and disclosed mortgages on the facility held
by BOKF, N.A., dba Bank of Oklahoma, as successor indenture
trustee, with an aggregate approximate balance of $2,150,000.

The Debtor requires advisors and brokers to market and procure a
buyer for the facility.

The advisor and broker will be paid 5% commission of purchase price
of each transaction.  The advisor and broker will also be
reimbursed for reasonable out-of-pocket expenses incurred.

Joshua A. Salzman, member of Blueprint Healthcare, and Scott
French, president of ALPHACRE 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 advisor and broker can be reached at:

       Benjamin Firestone
       BLUEPRINT HEALTHCARE REAL ESTATE ADVISORS
       200 North LaSalle St, Suite 1850
       Chicago, IL 60601
       E-mail: bfirestone@blueprintcre.com

                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.



NEOVIA LOGISTICS: S&P Raises Corp. Credit Rating to 'CCC+'
----------------------------------------------------------
S&P Global Ratings said that it raised its corporate credit rating
on U.S.-based logistics provider Neovia Logistics L.P. and Neovia
Logistics Intermediate Holdings L.P. to 'CCC+' from 'SD'.  The
outlook is stable.

At the same time, S&P raised its issue-level rating on the
$465 million senior secured notes maturing in 2020 that were issued
by the company's subsidiaries to 'CCC+' from 'CC'.  The '4'
recovery rating remains unchanged, indicating S&P's expectation for
average (30%-50%; rounded estimate: 45%) recovery in the event of a
payment default.

Additionally, S&P assigned its 'CCC-' issue-level rating and '6'
recovery rating to the new senior unsecured PIK toggle notes issued
by Neovia's subsidiaries.  The '6' recovery rating indicates S&P's
expectation for negligible recovery (0%-10%; rounded estimate: 0%)
in the event of a payment default.

The upgrade reflects S&P's belief that Neovia's recently completed
distressed exchange has alleviated the company's near-term
liquidity pressures, though S&P still believes that its capital
structure will be unsustainable over the long term.

While the exchange somewhat reduced the company's overall debt
levels and extended the maturity date of its unsecured PIK toggle
notes, Neovia remains vulnerable to industry competition,
especially given its significant customer concentrations, high debt
levels, weak profitability, and recent contract losses (due to
customer insourcing trends).  Neovia is a global logistics services
provider that derives a majority of its revenue from the Americas
and Europe, the Middle East, and Africa (EMEA).  The automotive and
industrial manufacturing industries account for over half of the
company's annual sales.  S&P assess Neovia's business risk profile
as vulnerable.

Neovia's credit metrics have weakened due to a combination of
contract terminations, unprofitable contract terms, ongoing
operational inefficiencies and expenses, and foreign-exchange
losses.  While these issues have caused the company's credit
metrics to deteriorate, S&P now expects Neovia adjusted
debt-to-EBITDA to improve slightly to 9.5x (from 12.0x as of
year-end 2016) following the completion of its recent PIK note
exchange.  As per S&P's criteria, this calculation includes the
treatment of preferred stock as a debt equivalent and build-to-suit
leases as operating leases (although S&P also recognizes that these
obligations are less likely to cause a default than balance sheet
debt).  S&P expects the company's credit metrics to remain
pressured over the next year with an adjusted debt-to-EBITDA metric
of well above 9.0x through 2018.  Neovia does not publicly report
its financial results.  S&P assess the company's financial risk
profile as highly leveraged.

S&P's base-case scenario assumes:

   -- Revenue declines by the low-double-digit percent area in
      2017--reflecting the loss of key contracts--before improving

      by the low-single-digit percent area in 2018 due to new
      business wins and incremental business from the company's
      existing customers; and

   -- Continued pressure on the company's EBITDA margins.

These assumptions result in these key credit metrics:

   -- Debt-to-EBITDA of over 9.5x in 2017 and 2018; and
   -- Funds from operations (FFO)-to-debt in the low-single-digit
      percent area through 2018.

The stable outlook on Neovia reflects S&P's belief that the
company's recently completed distressed exchange has provided it
with sufficient liquidity to meet its financial obligations over
the next 12 months.

S&P could lower its ratings on Neovia if a weaker-than-expected
operating performance leads to renewed liquidity pressures, or if
S&P come to believe that the company may need to pursue another
distressed exchange to address its capital structure.

Although unlikely, S&P could raise its ratings on Neovia if the
company is able to secure new contracts and improve its operating
performance such that its operating results outperform S&P's
expectations.  In order for S&P to raise its rating, Neovia would
have to reduce its debt-to-EBITDA metric to 7x and improve its
FFO-to-debt ratio to the high-single-digit percent area and
maintain these metrics at those levels on a sustained basis.


NETFLIX INC: Moody's Rates Proposed EUR1-Bil. Notes 'B1'
--------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to Netflix,
Inc.'s proposed 1.0 billion EUR-denominated notes offering.
Proceeds from the issuance will be used for general corporate
purposes, which may include content acquisitions, capital
expenditures, investments, working capital and potential
acquisitions and strategic transactions. Netflix's B1 corporate
family rating (CFR), Ba3-PD probability of default rating and SGL-1
speculative grade liquidity rating remain unchanged. The outlook
remains stable.

A summary of action follows:

Assignments:

Issuer: Netflix, Inc.

-- Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD 4)

RATINGS RATIONALE

Pro forma for the notes issuance, leverage is expected to increase
to 7.1x (including Moody's adjustments) from 5.6x for the last
twelve months ended March 31, 2017, which exceeds Moody's 6x
sustained leverage threshold for the B1 rating. However, Moody's
expects leverage to fall back again to around 6x by the end 2018 as
the company continues to grow its EBITDA at a high rate. Moody's
believes the company's strategy to procure its own content has
positive long-term implications as it builds its owned library
assets as compared to pure licensing of content, which Moody's
believes will provide scale benefits for the company and
increasingly provides proprietary value to consumers. With
distribution reaching across the entire world, Netflix has the
capability to create content at a fixed cost and utilize it across
a near global footprint.

The stable outlook reflects Moody's expectations that Netflix's
operating results will improve and the company will de-lever
through EBITDA and cash flow growth, recognizing that credit
metrics will remain volatile and over the next 24 months, debt to
EBITDA will continue to exceed levels typical for the B1 rating. An
upgrade of the company's credit rating is unlikely in the near term
given the steady increases in debt to fund expansion of original
content production over the next few years until original content
production costs and working capital use level off and free cash
flow generation improves. However, ratings could be upgraded as: 1)
Netflix's adds newer markets to its mature profitable markets
footprint; 2) it continues to expand subscriber numbers and
margins, helping to fund newer international market investment
capital and increases in content spend working capital such that it
can maintain its significant lead on its content offering relative
to competitors; and 3) sustaining debt-to-ebitda leverage below
5.0x. Much higher profitability would be needed for a higher rating
along with a strong commitment from management to sustain stronger
credit metrics given the company's view that an optimized capital
structure for the company includes a ratio of 20% debt to
enterprise value. Moody's would consider a downgrade to Netflix's
ratings: 1) if leverage is sustained above 6.0x for an extended
time frame (beyond 2018); 2) if there are expectations for
deterioration in subscriber numbers and margins, due to competitive
pressures or operational setbacks; and 3) if liquidity issues arise
due to capital market access issues.

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

Netflix, Inc., with its headquarters in Los Gatos, California, is
the world's leading subscription video on demand ("SVOD") internet
television network with three operating segments: Domestic
streaming, International streaming and Domestic DVD. Domestic and
International streaming segments derive revenues from monthly
subscription services consisting of streaming content over the
internet, and the Domestic DVD division derives revenues from
monthly subscription services consisting solely of DVD-by-mail.
Consolidated revenues for fiscal year 2016 were $8.8 billion.


NETFLIX INC: S&P Gives 'B+' Rating on Proposed EUR1BB Unsec. Notes
------------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '3'
recovery rating to Netflix Inc.'s proposed EUR1 billion senior
unsecured notes due 2027.  The '3' recovery rating indicates S&P's
expectation for substantial recovery (50%-70%; rounded estimate:
65%) of principal in the event of a payment default.

The company plans to use the net proceeds of the debt issuance to
fund continued investment in original content and for general
corporate purposes.

S&P's 'B+' corporate credit rating and stable rating outlook on
Netflix are not affected by the proposed transaction.  Pro forma
for the debt issuance, the company's adjusted leverage will
increase to 7.3x from 5.8x as of Dec. 31, 2016.  However, S&P
expects adjusted leverage to decline to about 6x by the end of 2017
as a result of continued EBITDA growth.

The corporate credit rating reflects the company's leading global
position and large subscriber base in the increasingly competitive
and rapidly evolving online streaming video market.  Despite
several successful original TV series and over 600 hours of
original content produced in 2016, Netflix still relies on movie
and TV studios for a large amount of its content.  If content
owners begin to limit the amount of content they sell to Netflix,
it could have a moderately negative impact on the company.  The
rating also reflects S&P's expectation that, although Netflix will
continue to exhibit strong revenue and EBITDA growth, the company's
adjusted leverage will be around 6x by the end of 2017 and it will
continue to generate significant free cash flow deficits over the
next few years, while spending heavily on original programming.

RATINGS LIST

Netflix Inc.
Corporate Credit Rating         B+/Stable/--

New Ratings

Netflix Inc.
Senior Unsecured
  EUR1 billion notes due 2027       B+
   Recovery Rating                3(65%)



NICE CAR: Case Summary & 8 Unsecured Creditors
----------------------------------------------
Debtor: Nice Car, Inc.
        5813 Funston Street
        Hollywood, FL 33023

Case No.: 17-15001

Business Description: Founded in 1977, Nice Car --
                      https://nicecar1977.com/ -- is a family
                      owned and operated full service used car
                      dealer.

Chapter 11 Petition Date: April 24, 2017

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

Judge: Hon. Raymond B Ray

Debtor's Counsel: Robert F. Reynolds, Esq.
                  SLATKIN & REYNOLDS, P.A.
                  1 E Broward Blvd #609
                  Ft Lauderdale, FL 33301
                  Tel: (954) 745-5880
                  Fax: 954-745-5890
                  E-mail: rreynolds@slatkinreynolds.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Steven Kerzer, president.

Debtor's List of Eight Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Ben Karnefsky                           Loan            $125,000

David Tepper                            Loan          $5,000,000
c/o John Agnetti, Esq.
909 North Miami
Beach Blvd. Suite 201
Miami, FL
33162-3712

Joel Coplowitz                          Loan            $305,000
5901 Quiet Oak Lane
Fort Lauderdale, FL 33312

Michelle Kanov                          Loan             $60,000

Phil Baratz                             Loan             $50,000

Seymour Kerzer                          Loan             $76,661

Stirling Financial LLC               Inventory,          Unknown
                                     Receivables
                                      & Other
                                     Tangible &
                                     Intangible
                                       Assets

V. Anthony Ansaldi                      Loan          $1,319,571
and Janet Ansaldi
c/o Mark A.
Goldstein, Esq.
1380 NE Miami
Gardens Drive
Suite 205
Miami, FL 33179


NORTHERN MEADOWS: Affiliate Bellingham Lots for $320K
-----------------------------------------------------
Northern Meadows Development Co., LLC, asks the U.S. Bankruptcy
Court for the Western District of Washington to authorize the sale
of AFH Lots located in Bellingham, Washington, to W & N Investment,
LLC for $320,000, or $53,333 per lot; and the DIP Loan of up to
$250,000.

A hearing on the Motion is set for May 12, 2017 at 9:30 a.m.
Objection deadline is May 5, 2017.

The AFH Lots have been referred to in the case as Parcel C,
Northern Meadows Adult Family Home Sites: 6 condominium lots
(building lots held in condominium form) suitable for construction
of 3 adult family homes, at 3993 Gentlebrook Lane, Bellingham,
Washington.

The sites under the Asset Purchase Agreement are:

          a. First Amended Northern Meadows Estates Condominium
Phase II, Unit 3 (Whatcom County Assessor's Parcel Number
380317119396 0043).

          b. First Amended Northern Meadows Estates Condominium
Phase II, Unit 4 (Whatcom County Assessor's Parcel Number
380317119396 0044).

          c. First Amended Northern Meadows Estates Condominium
Phase II, Unit 5 (Whatcom County Assessor's Parcel Number
380317119396 0045).

          d. First Amended Northern Meadows Estates Condominium
Phase II, Unit 6 (Whatcom County Assessor's Parcel Number
380317119396 0046).

          e. First Amended Northern Meadows Estates Condominium
Phase II, Unit 7 (Whatcom County Assessor's Parcel Number
380317119396 0047).

          f. First Amended Northern Meadows Estates Condominium
Phase II, Unit 8 (Whatcom County Assessor's Parcel Number
380317119396 0048).

There is no broker involved in the sale, and no brokerage
commission.  The Debtor will pay real estate excise tax, pro-rated
real property tax, and pro-rated utilities out of the proceeds of
sale at closing.  The Purchaser will pay all other closing costs.

An additional condition of the Purchaser's offer is that all dues
owed to the Northern Meadows Condominium Association with respect
to the AFH Lots be brought current out of the sales proceeds, as a
cost of sale.  The Debtor's inability to pay these dues has put a
significant strain on the Association, which in turn will impair
the ability of this purchaser, or any purchaser, to further develop
the property.  A functioning condominium association is vital to
the value of these properties.  Moreover, if the secured creditor
R2R were to foreclose, it would be liable for the dues accruing in
the six months prior to the foreclosure.  The estimated amount of
delinquent condominium association dues on the AFH Lots is $15,000
to $20,000.

The Purchaser is an affiliate of the Debtor.  The Purchaser is
controlled by Stephen W Brisbane, who is also the principal of the
Debtor.  Therefore, it is not an arm's-length sale. Nevertheless,
the Debtor believes the sales price is fair and reasonable.
The Purchaser intends to use the AFH Lots, along with other
property it owns, as collateral for the Bridge Loan which will
provide the funding for both the purchase of the AFH Lots and the
DIP Loan.  It is anticipated that the sale of the AFH Lots and the
closing of the Bridge Loan will occur simultaneously.

These properties are encumbered by a first position deed of trust
in favor of R2R Capital Bellingham, LLC, with an approximate
balance (according to the creditor) of $4,280,000, and a second
position deed of trust in favor of Paramjit Singh and Harmeet Kaur
("Singh") with an approximate balance of $1,200,000.  These
creditors also hold additional collateral, including Parcel A, 4
building lots for view homes on Chuckanut Drive in Bellingham,
Washington; and Parcel D, land suitable for construction of a
68-unit adult assisted living/independent living facility, in the
same development as the AFH Lots.  R2R also has a security interest
in some $184,400 of cash collateral held by the debtor in its DIP
account, representing the remaining proceeds of the sale of the 11
lots approved by the Court on Aug. 2, 2016.

Because the sale price of the AFH Lots is not sufficient to pay the
liens of R2R and Singh in full, and neither of these creditors has
previously agreed to release prices or the AFH Lots, the Debtor
asks that the Court orders the sale to be free and clear of liens,
with liens to attach to the net proceeds of sale, as their validity
and priority may appear.  The net sales proceeds will constitute
cash collateral.  At the closing of the sale, the net sales
proceeds will be distributed to R2R for application to its
outstanding indebtedness.

Simultaneously with the closing of the sale of the AFH Lots to the
Purchaser, the latter will use those lots, along with other
property it owns, to collateralize the Bridge Loan.  The Bridge
Loan will be in a minimum amount sufficient to cover the purchase
price of the AHF Lots and a DIP Loan disbursement of at least
$250,000.  The Bridge Loan will be an obligation of the Purchaser,
and will not be an obligation of the Debtor or the bankruptcy
estate.  The Purchaser will use a portion of the Bridge Loan
proceeds to pay the purchase price of the AFH lots, and another
portion of the Bridge Loan proceeds to make the DIP Loan to the
Debtor.

The DIP Loan will be an unsecured loan, with priority as an expense
of administration pursuant to Bankruptcy Code Section 503(b)(1).  

The Debtor will use the DIP Loan proceeds to pay administrative
expenses of the bankruptcy case, including allowed fees of
professionals (including previously allowed and unpaid fees),
compensation of $7500 per month to Stephen W Brisbane as manager of
the Debtor (retroactive to January 2017), and United States Trustee
fees; to prepare a marketing package for its Assisted Living Site;
and to fund development activity for its building lots on Chuckanut
Drive in Bellingham, Washington.

The DIP Loan will bear interest at 2% over the rate of the Bridge
Loan.  The Debtor will be required to make interest-only payments
on the DIP Loan on the same terms and schedule as the Bridge Loan.
The Debtor believes a 2% interest rate differential is appropriate
because the Bridge Loan is secured by real property, whereas the
DIP Loan is unsecured.  The DIP Loan, therefore, carries a
significantly higher risk.  The due date of the DIP loan will be
the earliest of: (i) the effective date of a confirmed plan of
reorganization; or (ii) the date the bankruptcy case is dismissed
or converted to a case under Chapter 7 of the Bankruptcy Code.

The Purchaser is providing the credit enhancement represented by
its other property to the Debtor for a fair markup.  As an
unsecured loan with administrative priority, the DIP Loan poses no
threat to the secured creditor, and represents the only hope that
the undersecured and unsecured creditors can realize anything in
the case.  Accordingly, the Debtor asks the Court to approve both
the sale and the loan.

A copy of the Sale Agreement and the Bridge Loan attached to the
Motion is available for free at:

     http://bankrupt.com/misc/Northern_Meadows_71_Sales.pdf

The Purchaser can be reached at:

          W & N INVESTMENT, LLC
          9490 Weidkamp Road
          Lynden, WA 98264

            About Northern Meadows Development

Northern Meadows Development Co., LLC, sought Chapter 11
protection
(Bankr. W.D. Wash. Case No. 16-13393) on June 27, 2016.  The
petition was signed by Stephen Brisbane, manager.  Judge Timothy
W.
Dore is assigned to the case.  The Debtor's counsel is Donald A
Bailey, Esq., at Donald A. Bailey Attorney At Law.  At the time of
filing, the Debtor disclosed assets of $5.49 million and debt of
$6.21 million.


NOVATION COMPANIES: Seeks OK of NJ Carpenters Health Fund Deal
--------------------------------------------------------------
BankruptcyData.com reported that Novation Companies filed with the
U.S. Bankruptcy Court a motion for approval of a settlement and
compromise of controversy with the New Jersey Carpenters Health
Fund.  The compromise motion explains, "The key terms of the
Settlement Agreement are as follows: The Settlement Class shall
include all persons and entities who purchased or otherwise
acquired publicly offered certificates representing interests in
any of six NovaStar Mortgage Funding Trusts, NovaStar Home Equity
Loan ('NHEL') Series 2006-3, Series 2006-4, Series 2006-5, Series
2006-6, Series 2007-1 and Series 2007-2 (the 'NovaStar Trusts' or
'Issuing Trusts') prior to May 21, 2008, pursuant or traceable to
the Registration Statement and accompanying Prospectus filed with
the SEC by NovaStar Mortgage Funding Corporation on June 16, 2006
(No. 333-134461) (the 'Registration Statement') and who were
damaged thereby.  The Defendants and/or their insurers shall pay or
cause to be paid their respective allocated portions of the
Settlement Amount of $165 million, severally and not jointly,
according to the allocation terms determined by the Defendants and
their insurers, into a mutually agreeable escrow.  As part of the
settlement, the Debtors request authorization for the Insurers to
pay the Insured Payment, in the aggregate amount of $11,000,000,
which the Insurers have agreed to fund. The Insured Payment would
be applied against the limits of a total of $30,000,000 of excess
directors and officers' liability insurance coverage originally
issued by the Insurers."

                     About Novation Companies

Headquartered in Kansas City, Missouri, Novation Companies, Inc.
(otcqb: NOVC) -- http://www.novationcompanies.com/-- is in the
process of implementing its strategy to acquire operating
businesses or making other investments that generate taxable
earnings.

Prior to 2008, Novation originated, purchased, securitized, sold,
invested in and serviced residential nonconforming mortgage loans
and mortgage securities.  At the height of its business, the
Company originated more than $11 billion annually in mortgage
loans.  After ceasing lending operations and completed a sale of
its servicing portfolio amidst the housing collapse in 2007, the
Company has been engaged in the business of acquiring various
businesses.

Novation Companies and certain of its subsidiaries filed voluntary
petitions for chapter 11 business reorganization in Baltimore,
Maryland (Bankr. D. Md. Lead Case No. 16-19745) on July 20, 2016.

In its petition, NCI disclosed assets of $33 million and
liabilities of $91 million.

The cases are assigned to Judge David E. Rice.

The Debtors hired the law firms of Shapiro Sher Guinot & Sandler,
P.A., and Olshan Wolosky LLP as bankruptcy counsel.  The Debtors
also hired Orrick, Herrington & Sutcliffe LLP as special litigation
counsel; Holland & Knight LLP as Investment Company Act compliance
counsel; and Deloitte Tax LLP as tax service provider.

On Aug. 1, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee has hired
Hunton & Williams LLP, as counsel and Alvarez & Marsal Valuation
Services, LLC, as valuation expert.


OCWEN FINANCIAL: Fitch Puts B- Long-Term IDR on Watch Negative
--------------------------------------------------------------
Fitch Ratings has placed the ratings of Ocwen Financial Corporation
(OCN) and its wholly-owned, primary operating subsidiary, Ocwen
Loan Servicing, LLC (OLS) on Rating Watch Negative. The entities
have a long-term Issuer Default Rating (IDR) of 'B-'.

KEY RATING DRIVERS
IDRS AND SENIOR DEBT

The Negative Rating Watch follows two separate regulatory actions
filed by the Consumer Financial Protection Bureau (CFPB) and the
Multi-State Mortgage Committee (MMC), on April 20, 2017, alleging
material weaknesses in the company's servicing practices. Fitch
views elevated regulatory scrutiny and compliance risk, coupled
with the potential earnings pressure associated with any fines and
compliance costs as key rating risks for OCN.

The CFPB complaint alleges continued material weaknesses in the
company's servicing practices, which call into question OCN's
corporate governance and operational framework. Separately, the
cease and desist order by the MMC alleges that OCN was unable to
properly manage consumer escrow accounts and was conducting
unlicensed activity in certain states. As a result of the MMC
order, OCN is prohibited from acquiring new mortgage servicing
rights (MSRs) and acquiring or originating new residential
mortgages until an accounting of all escrow accounts is provided.
These allegations raise critical questions as to OCN's ability to
perform its core function of servicing loans, and the ability for
the company to address these concerns following years of monitoring
by previous regulatory actions. While OCN denies all accusations
and has stated its intention to defend itself against all claims,
Fitch believes the legal actions and procedural overhang are likely
to impact the firm's profitability and strategic execution.

Facing earnings pressure from portfolio runoff and elevated costs,
OCN expects to record a loss in 2017. The company has actively
worked to reduce costs within its servicing segment, as well as
corporate overhead over the last year. Overall expenses were 17%
lower in 2016 compared to 2015, reflecting progress in the
company's cost improvement initiatives. Nevertheless, Fitch
believes that elevated compliance costs resulting from regulatory
fines and/or material restrictions on business activities will
pressure operating margins and negatively impact OCN's
profitability in the near term.

New Residential Investment Corp. (NRZ) is a publicly traded REIT
externally managed by an affiliate of Fortress Investment Group
LLC, which currently owns rights to MSRs on $118.7 billion of
unpaid principal balances (UPB) that are currently serviced by OCN.
Should OCN's servicer ratings be downgraded below a specified
threshold, NRZ has the right to direct a transfer of affected
servicing agreements to another party, upon the receipt of
third-party consents, which means OCN would no longer be entitled
to receive servicing fees on a meaningful the corresponding
notional amount of the applicable affected servicing agreements in
its total non-Agency servicing portfolio. Fitch believes a transfer
of servicing duties due to the termination of the servicing
contract from initiated by NRZ would drive negative rating actions
for OCN.

Leverage, as measured by total debt to tangible equity, amounted to
4.42x on a standalone and 5.86x on a consolidated-affiliate basis,
as of Dec. 31, 2016. Fitch calculates the consolidated leverage
metric including the debt from Altisource Portfolio Solutions S.A.
which provides technology, servicing software, and short sale and
REO management to OCN, and holds the servicing advance financing
facilities related to the rights to MSRs held by NRZ. OCN's current
leverage is appropriate for the current ratings, but the metrics
have increased over the last several years, as net losses have
eroded retained earnings. A sustained increase in balance sheet
leverage on a consolidated basis could also drive negative rating
actions over time.

The 'B-/RR4' rating assigned to OLS's senior secured term loan
reflects equalization with the long-term IDRs assigned to OLS and
OCN, given average recovery prospects in a stressed scenario based
upon available collateral coverage for the term loan. The
debtholders benefit from a first-priority lien in selected
unencumbered assets of OCN and a pledge of capital stock of its
guarantor subsidiaries.

The 'CCC/RR5' rating assigned to OLS's senior secured notes
reflects a one-notch differential from the long-term IDRs assigned
to OLS and OCN, given average recovery prospects in a stressed
scenario based upon available collateral coverage for the bond. The
bondholders have a second-priority, junior interest in the same
assets that secure the first-lien senior secured term loan,
pursuant to an inter-creditor agreement.

OCN's senior unsecured notes are rated 'CC/RR6', which represents a
two-notch differential from the IDR assigned to OCN, and reflects
the company's predominately secured funding profile, the modest
level of unencumbered assets available to support the unsecured
noteholders and the expectation of poor recovery prospects in a
stressed scenario.

RATING SENSITIVITIES
IDRS AND SENIOR DEBT

Resolution of the Negative Watch will be dependent upon the receipt
of more clarity on the magnitude of any potential fine from the
CFPB, as well as the impact of the MMC's cease and desist order on
OCN's overall operational, governance and financial profile. Should
settlements result in a meaningful fine or the imposition of
business restrictions or required servicing and operational
enhancements which impair the firm's earnings prospects and,
therefore, its leverage profile, ratings could be downgraded by one
or more notches. Furthermore, a downgrade in the firm's servicer
rating that leads NRZ to move servicing away from OCN could also
lead to a rating downgrade of one or more notches, given the
degradation on the firm's earnings prospects.

Fitch does not envision positive rating momentum for OCN at this
time. The ratings could be removed from Negative Watch if the
regulatory actions prove to have no material impact on OCN's
operational, governance or financial position. If and when the
Negative Watch were to be resolved, it could potentially be
replaced with a Negative Rating Outlook reflecting longer-term
regulatory headwinds and uncertainty surrounding OCN's business
model.

Material deterioration in financial performance resulting from a
reduction in operating cash flow generation and/or available
liquidity, sustained increase in balance sheet leverage, and/or
aggressive capital management could also result in a downgrade of
OCN's ratings.

The ratings assigned to the senior secured term loan, senior
secured notes and senior unsecured notes are primarily sensitive to
changes in OLS and OCN's Long-Term IDRs, as well as changes in
collateral values and advance rates under the secured borrowing
facilities, which ultimately impact the level of available asset
coverage for each class of debt.

Fitch has placed the following ratings on Rating Watch Negative:

Ocwen Financial Corporation
-- Long-Term IDR 'B-';
-- Short-Term IDR 'B';
-- Senior unsecured debt 'CC/RR6'.

Ocwen Loan Servicing, LLC
-- Long-term IDR 'B-';
-- Senior secured term loan 'B-/RR4';
-- Senior secured note 'CCC/RR5'.


OLD DOMINION: Hires Bauer Firm as Counsel
-----------------------------------------
Old Dominion Holdings, Inc., seeks authorization from the U.S.
Bankruptcy Court for the Northern District of California to retain
the Law Offices of R. Kenneth Bauer as counsel for Debtor.

The Debtor requires the Bauer Firm to prepare and file all
necessary documents, and advise and assist Debtor in the
reorganization of its finances and the payment of its obligations.

The Debtor will compensate Bauer Firm at the rate of $500 per
hour.

The Debtor paid the Bauer Firm a retainer in the amount of $7,000
to be applied to costs incurred and to fees earned for services
rendered in connection with this case.

R. Kenneth Bauer, Esq., Law Offices of R. Kenneth Bauer, assured
the Court that the firm does not represent any interest adverse to
the Debtor and its estates.

Bauer Firm may be reached at:

      R. Kenneth Bauer, Esq.
      Law Offices of R. Kenneth Bauer
      500 Ygnacio Valley Road, Suite 328
      Walnut Creek, CA 94596
      Phone: (925) 384-2160
      E-mail: RKBauerlaw@gmail.com

             About Old Dominion Holdings, Inc.

Old Dominion Holdings, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. N.D.Cal. Case No. 17-40774) on March 20, 2017.  The Hon.
William J. Lafferty presides over the case.  The Law Offices of R.
Kenneth Bauer represents the Debtor as counsel.  In its petition,
the Debtor estimated $0 to $50,000 in assets and $1 million to $10
million in liabilities. The petition was signed by Kevin Senn,
president.


ONCOBIOLOGICS INC: Amends Note and Warrant Purchase Agreement
-------------------------------------------------------------
On April 13, 2017, Oncobiologics, Inc., entered into the First
Amendment to Note and Warrant Purchase Agreement with the required
holders of its outstanding senior secured promissory notes named
therein, to amend certain terms of that certain Note and Warrant
Purchase Agreement dated Dec. 22, 2016.  The primary purpose of the
Amendment was to increase the amount of Notes, which bear interest
at a rate of 5% per annum and mature 12 months from the date of the
NWPA, that may be issued pursuant to the NWPA from $10.0 million to
$15.0 million, permit the issuance of additional warrants to
acquire an aggregate 1,665,000 shares of its common stock in
connection therewith, as well as increase the amount of time for
the Company to issue additional Notes and Warrants in additional
closings under the NWPA without approval of the holders of the
Notes from 90 days to 180 days.

As previously disclosed, the Company closed the initial sale and
purchase of the Notes and Warrants on Dec. 22, 2016, issuing $8.35
million aggregate principal amount of Notes and Warrants to acquire
an aggregate 1,920,500 shares of its common stock in exchange for
$6.5 million of cash and an aggregate of $1.85 million of existing
unsecured bridge notes issued by the Company in October, November
and December 2016.  In January 2017, the Company then sold an
additional $1.65 million of Notes and issued Warrants to acquire
379,500 shares of its common stock.  The Company also entered into
a Security Agreement and an Intellectual Property Security
Agreement, each dated Dec. 22, 2016, granting the holders of the
Notes a security interest in all of its assets, as well as a
Registration Rights Agreement dated Feb. 3, 2017 with the
purchasers of Notes and Warrants issued pursuant to the NWPA.  New
purchasers of Notes and Warrants under the NWPA as amended by the
Amendment will become parties to these agreements.

In connection with the Amendment, on April 13, 2017 the Company
issued an additional $3.5 million aggregate principal amount of
Notes and Warrants to acquire an aggregate 1,165,500 shares of its
common stock in exchange for $3.5 million of cash. Under the NWPA
as amended by the Amendment, the Company may now issue up to $1.5
million of additional Notes and Warrants to acquire up to an
additional 499,500 shares of its common stock in additional
closings over 180 days from the original date of the NWPA without
approval of the holders of the Notes.

A full-text copy of Form 8-K is available for free at:
https://is.gd/rOkuIJ

                    About Oncobiologics

Oncobiologics, Inc., is a clinical-stage biopharmaceutical company
focused on identifying, developing, manufacturing and
commercializing complex biosimilar therapeutics.  The Cranbury, New
Jersey-based Company's current focus is on technically challenging
and commercially attractive monoclonal antibodies, or mAbs, in the
disease areas of immunology and oncology.

Oncobiologics reported a net loss of $53.32 million on $2.97
million of collaboration revenues for the year ended Sept. 30,
2016, compared to a net loss of $48.66 million on $5.21 million of
collaboration revenues for the year ended Sept. 30, 2015.

KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Sept. 30, 2016, citing that the Company has incurred
recurring losses and negative cash flows from operations since
inception and has an accumulated deficit at Sept. 30, 2016 of
$147.4 million and $4.6 million of indebtedness that is due on
demand, which raises substantial doubt about its ability to
continue as a going concern.


OPTIMA SPECIALTY: Enters into Claims Stipulation with PBGC
----------------------------------------------------------
BankruptcyData.com reported that the Pension Benefit Guaranty
Corporation (PBGC) and Optima Specialty Steel filed with the U.S.
Bankruptcy Court a joint stipulation permitting the PBGC to file
consolidated claims under one case number. The stipulation notes,
"It Is Hereby Stipulated And Agreed That: Notwithstanding anything
to the contrary in any Order of this Court establishing deadlines
for filing of proofs of claim and designating the form and manner
of notice with respect thereto, the Bankruptcy Code, the Federal
Rules of Bankruptcy Procedure, or local bankruptcy rules that would
otherwise require PBGC to file a separate proof of claim against
each Debtor on account of each claim against such entity, any proof
of claim or amendment thereto filed in Case No. 16-12789 (KJC) by
PBGC on its own behalf or on behalf of the Plan shall be deemed to
be filed in Case No. 16-12789 (KJC) and in each of the cases of the
four other Debtor affiliates; If PBGC determines that it must file
a proof of claim against any Debtors' affiliate in the future, the
Debtors and PBGC may enter into an agreement under which any proof
of claim or amendment that PBGC files in Case No. 16-12789 (KJC)
shall be deemed to be filed in such Debtors' affiliate's bankruptcy
case; provided that such Debtors' affiliate must have filed a
bankruptcy petition and such Debtors' affiliate's bankruptcy case
must have been jointly administered with Case No. 16-12789 (KJC).
Such agreements will be binding without further order of this
Court."

                About Optima Specialty Steel

Optima Specialty Steel, Inc., and its affiliates filed separate
Chapter 11 bankruptcy petitions on Dec. 15, 2016: Optima Specialty
Steel, Inc. (Bankr. D. Del. 16-12789); Niagara LaSalle Corporation
(Bankr. D. Del. 16-12790); The Corey Steel Company (Bankr. D. Del.
16-12791); KES Acquisition Company (Bankr. D. Del. 16-12792); and
Michigan Seamless Tube LLC (Bankr. D. Del. 16-12793).  The
petitions were signed by Mordechai Korf, chief executive officer.
At the time of filing, the Debtor had assets and liabilities
estimated at $100 million to $500 million each.

Optima Specialty Steel and its affiliates are independent
manufacturers of specialty steel products.  Their manufacturing
facilities are located in the United States, and each of the
companies' operating units have operated in the steel industry for
more than 50 years.  At the time of the bankruptcy filing, the
Debtors collectively employ more than 900 people.

The Debtors engaged Greenberg Traurig, LLP, in Wilmington, DE,
as counsel; Ernst & Young LLP as accountant; Miller Buckfire & Co.,
LLC and its affiliate Stifel, Nicolaus & Co., Inc. as investment
banker; and Garden City Group, LLC as claims and noticing agent.

On Jan. 4, 2017, the U.S. Trustee for Region 3 appointed a 7-member
official unsecured creditors committee in the Debtors' cases.  The
committee hired Squire Patton Boggs (US) LLP as its lead counsel;
Whiteford, Taylor & Preston LLC as its local Delaware counsel; and
FTI Consulting, Inc. as financial advisor.

No request has been made for the appointment of a trustee or
examiner.


PARAGON OFFSHORE: Equity Group Objects to Exclusivity Extension
---------------------------------------------------------------
BankruptcyData.com reported that Paragon Offshore's unofficial
equity committee of the shareholders filed with the U.S. Bankruptcy
Court an objection to the Debtors' fifth motion for entry of an
order extending the exclusive periods.  The objection asserts,
"There is nothing expeditious about the Third Joint Chapter 11 Plan
of Paragon Offshore. In fact, even if Third Plan were to be
confirmed in these Chapter 11 proceedings, at the contemplated
deadline in June, that confirmation would merely serve as a halfway
marker before the stakeholders continue to another contested
proceeding in the United Kingdom. Competing plans should be allowed
to be considered, in order to maximize value for the estate, as the
Debtors' Third Plan, clearly does not. For the sake of efficiency,
competing plans should be allowed to be solicited so that
alternative prospects can be evaluated by all stakeholders.  The
Debtors' have been asking for 'short extensions' for months and
have still failed to make any progress toward getting their plan
ready for confirmation.  In addition, there is no reason to believe
that the current Board of Directors ('Board') will be re-elected at
the statutory mandated Annual General Meeting, at which point in
time, the Debtors' will be unable to complete part two of their
contemplated restructuring in the United Kingdom.  The Unofficial
Committee agrees that a global resolution needs to be reached, but
the Debtors' Third Plan does not come close to a realistic plan and
requires numerous revisions.  Simply put, the Debtors' have enjoyed
close to 15 months of exclusivity and have failed to create a
confirmable plan. The Debtors have failed to meet the standard of
making good faith progress toward reorganization.  The Debtors'
Fifth Exclusivity Motion does not have a proper purpose as it is
yet another attempt to block the shareholders out from having a
voice in these proceedings and deny the shareholders their
statutory rights."

                   About Paragon Offshore

Paragon Offshore plc (OTC: PGNPQ) --
http://www.paragonoffshore.com/
-- is a global provider of offshore  drilling rigs.  Paragon is a
public limited company registered in England and Wales.

Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy petitions
(Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016,
after reaching a deal with lenders on a reorganization plan that
would eliminate $1.1 billion in debt.

The petitions were signed by Randall D. Stilley as authorized
representative.  Judge Christopher S. Sontchi is assigned to the
cases.

The Debtors reported total assets of $2.47 billion and total debt
of $2.96 billion as of Sept. 30, 2015.

The Debtors engaged Weil, Gotshal & Manges LLP as general counsel;
Richards, Layton & Finger, P.A. as local counsel; Lazard Freres &
Co. LLC as financial advisor; Alixpartners, LLP, as restructuring
advisor; PricewaterhouseCoopers LLP as auditor and tax advisor; and
Kurtzman Carson Consultants as claims and noticing agent.

No request has been made for the appointment of a trustee or an
examiner in the cases.

On Jan. 27, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  Paul, Weiss, Rifkind,
Wharton & Garrison LLP serves as main counsel to the Committee and
Young Conaway Stargatt & Taylor, LLP acts as co-counsel.  The
committee retained Ducera Partners LLC as financial advisor.

Counsel to JPMorgan Chase Bank, N.A. (a) as administrative agent
under the Senior Secured Revolving Credit Agreement, dated as of
June 17, 2014, and (b) as collateral agent under the Guaranty and
Collateral Agreement, dated as of July 18, 2014, are Sandeep Qusba,
Esq., and Kathrine A. McLendon, Esq., at Simpson Thacher & Bartlett
LLP.

Delaware counsel to JPMorgan Chase Bank, N.A. are Landis Rath &
Cobb LLP's Adam G. Landis, Esq.; Kerri K. Mumford, Esq.; and
Kimberly A. Brown, Esq.

Counsel to Cortland Capital Market Services L.L.C. as
administrative agent under the Senior Secured Term Loan Agreement,
dated as of July 18, 2014, are Arnold & Porter Kaye Scholer LLP's
Scott D. Talmadge, Esq.; Benjamin Mintz, Esq.; and Madlyn G.
Primoff, Esq.

Delaware counsel to Cortland Capital Market Services L.L.C. are
Potter Anderson & Corroon LLP's Jeremy W. Ryan, Esq.; Ryan M.
Murphy, Esq.; and D. Ryan Slaugh, Esq.

Counsel to Deutsche Bank Trust Company Americas as trustee under
the Senior Notes Indenture, dated as of July 18, 2014, for the
6.75% Senior Notes due 2022 and the 7.25% Senior Notes due 2024,
are Morgan, Lewis, & Bockius LLP's James O. Moore, Esq.; Glenn E.
Siegel, Esq.; and Joshua Dorchak, Esq.


PBA EXECUTIVE: May 31 Hearing to Approve Plan Outline
-----------------------------------------------------
Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern
District of Florida entered an order:

     -- setting a hearing on May 31, 2017, at 2:00 p.m. in Flagler
Waterview Building, 1515 N Flagler Dr Room 801 Courtroom B, West
Palm Beach, Florida 33401, to consider approval of the Disclosure
Statement explaining PBA Executive Suites, LLC's Chapter 11 plan;

     -- settling May 26 as deadline for filing Objections to the
Disclosure Statement.

PBA Executive Suites filed its bankruptcy-exit plan and disclosure
statement on April 20.

On April 21, Judge Kimball entered an order extending the deadline
for PBA Executive Suites, LLC to file its plan of reorganization
and disclosure statement and the Debtor's exclusivity period to
April 24.

As previously reported by the Troubled Company Reporter, the Debtor
asked the Court to extend the time for filing their plan and
disclosure statement and extend the exclusivity period for 15
additional days. The Debtor related that the Court has entered the
Order Shortening Time to File Proofs of Claim, Establishing Plan,
and Disclosure Statement Filing Deadlines, and Addressing Related
Matters, which among other things, established the deadline for
filing the plan and disclosure statement on April 3.  However, the
Debtor claimed that the plan and disclosure statement are being
finalized and was not be ready for filing on April 3.

                 About PBA Executive Suites

PBA Executive Suites, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 16-26136) on Dec. 3,
2016.  The petition was signed by William Smith, chief financial
officer.  The Debtor is represented by Brian K. McMahon, Esq., at
Brian K. McMahon, P.A.  At the time of the filing, the Debtor
estimated assets at $500,001 to $1 million and liabilities at
$100,001 to $500,000.


PEABODY ENERGY: Enters Into Settlement with UMWA 1974 Trust
-----------------------------------------------------------
BankruptcyData.com reported that Peabody Energy filed with the U.S.
Bankruptcy Court a notice of settlement with the United Mine
Workers of America 1974 Pension Plan and Trust. According to
documents filed with the Court, "On October 29, 2015, the 1974 Plan
served a Notice and Demand for withdrawal liability on PEC and
Peabody Holding Company, LLC (together with PEC, the 'Defendants')
in the amount of $644,213,301.74 on the grounds that a principal
purpose of the Defendants' spinoff of Patriot Coal Corporation in
2007 was to evade or avoid withdrawal liability and therefore that
spinoff transaction was disregarded pursuant to ERISA Sec. 4212(c),
the 'Demand'. On August 15, 2016, the 1974 Plan filed Claim No.
4722 in the Bankruptcy Case pertaining to the Demand in the amount
of $642,657,881.00 jointly and severally against each of the
Debtors, the 'Claim'. The Plan or any Permitted Plan shall classify
the Claim in Class 7 against every Debtor Group in the amount of
$75,000,000, which shall be an allowed claim, the 'Allowed Claim'.
Under no circumstances shall the 1974 Plan receive more than
$75,000,000, absent a breach of this Settlement Agreement as
governed by Section 21 herein. This Settlement Agreement shall
automatically terminate, and shall have no further force or effect,
if the Bankruptcy Court refuses to approve this Settlement
Agreement or if the Plan Effective Date has not occurred by October
13, 2017."

              About Peabody Energy Corporation

Headquartered in St. Louis, Missouri, Peabody Energy Corporation
-- http://www.PeabodyEnergy.com/-- 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.

                        *    *     *

On March 17, 2017, the Bankruptcy Court confirmed the Debtors'
Second Amended Joint Plan of Reorganization as revised on March 15,
2017.  The Plan was declared effective on April 3, 2017.


PEABODY ENERGY: Reaches Deal on Claims of Former Executives
-----------------------------------------------------------
BankruptcyData.com reported that Peabody Energy filed with the U.S.
Bankruptcy Court a stipulation and order regarding the treatment of
claims of certain former executives. The stipulation notes, "It is
hereby stipulated and agreed by and among the Parties through their
undersigned counsel, and the Court ORDERS, as follows: The
$255,546.04 Claim of Arshad Sayed against Peabody Energy
Corporation (Claim No. 6257) shall be disallowed or otherwise
expunged in its entirety. The $254,845.77 Claim of Fredrick D.
Palmer (Claim No. 4117, as amended) shall be reduced by the least
amount necessary to qualify as, and said reduced Claim shall be
rendered and deemed allowed as, a Class 6B Convenience Claim.  The
$176,920 Claim of Christopher J. Hagedorn (Claim No. 752, as
amended) shall be deemed an allowed Class 6B Convenience Claim,
$13,200 of which shall be paid as a priority claim, leaving a net
Class 6B Convenience Claim of $163,720, the 'Net Convenience
Claim.'  The $250,177,795.87 Claim of Mr. Hagedorn (Claim No. 6907,
as amended) shall be disallowed or otherwise expunged in its
entirety.  The $313,189,441.16 Claim of Gregory H. Boyce (Claim No.
6905, as amended) shall be disallowed or otherwise expunged in its
entirety.  After giving effect to the terms of the foregoing
paragraph, the remaining Claims of Mr. Boyce (Claim Nos. 360, 5509,
5418 and 6886) shall be consolidated, rendered and deemed allowed
as a single Class 5B General Unsecured Claim in an aggregate amount
of $5,432,221."

              About Peabody Energy Corporation

Headquartered in St. Louis, Missouri, Peabody Energy Corporation
-- http://www.PeabodyEnergy.com/-- 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.

                           *    *     *

On March 17, 2017, the Bankruptcy Court confirmed the Debtors'
Second Amended Joint Plan of Reorganization as revised on March 15,
2017.  The Plan was declared effective on April 3, 2017.


PERFORMANCE SPORTS: Objected to Stornoway's Intent to Purchase
--------------------------------------------------------------
BankruptcyData.com reported that Performance Sports Group filed
with the U.S. Bankruptcy Court an objection to Stornoway Portfolio
Management's notices of intent to purchase, acquire, or otherwise
accumulate an equity interest.  The objection asserts, "If the
Debtors undergo an "ownership change," section 382 of title 26 of
the United States Code, the Internal Revenue Code of 1986, as
amended (the 'IRC'), could severely limit or eliminate their
ability to use their Tax Attributes to offset future taxable
income.  The general purpose of Section 382 is to prevent a company
with taxable income from reducing its tax obligations by acquiring
control of another corporation with NOLs, net unrealized built-in
losses or certain other tax attributes.  To achieve this objective,
Section 382 limits the amount of taxable income that can be offset
by a pre-change loss to an amount equal to the product of the
long-term tax-exempt rate (as published monthly by the U.S.
Department of the Treasury) as of the ownership change date and the
value of the equity of the loss corporation immediately before the
ownership change.  Built-in losses recognized during the five-year
period after the ownership change may be subject to similar
limitations.  Thus, if an ownership change were to occur during the
course of these Chapter 11 Cases outside of a chapter 11 plan,
Section 382 would act to limit the amount of taxable income that
the Debtors could offset by their pre-change losses in taxable
years (or portions thereof) to an annual amount equal to the value
of the corporation prior to the ownership change multiplied by the
long-term tax-exempt rate. This formulaic limitation under Section
382 could severely restrict, or destroy entirely, the Debtors'
ability to use their Tax Attributes to offset income generated
during these Chapter 11 Cases, thereby potentially diminishing the
value of the Debtors' estates to the ultimate detriment of the
Debtors' residual stakeholders."

                   About Performance Sports

Exeter, N.H.-based Performance Sports Group Ltd. (NYSE: PSG) (TSX:
PSG) -- http://www.PerformanceSportsGroup.com/-- is a developer   

and manufacturer of ice hockey, roller hockey, lacrosse, baseball
and softball sports equipment, as well as related apparel and
soccer apparel. Its products are marketed under the BAUER, MISSION,
MAVERIK, CASCADE, INARIA, COMBAT and EASTON brand names and are
distributed by sales representatives and independent distributors
throughout the world. In addition, the Company distributes its
hockey products through its Burlington, Massachusetts and
Bloomington, Minnesota Own The Moment Hockey Experience retail
stores.

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

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

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

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

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

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

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

                         *   *   *

As reported by the Troubled Company Reporter, effective as of
February 27, 2017, the Company consummated the sale of
substantially all of the assets of the Company and its North
American subsidiaries, including its European and global
operations, pursuant to an asset purchase agreement, dated as of
October 31, 2016, as amended, by and among the Sellers, 9938982
Canada Inc., an acquisition vehicle co-owned by affiliates of
Sagard Holdings Inc. and Fairfax Financial Holdings Limited, and
the designated purchasers party thereto, for a base purchase price
of US$575 million in aggregate, subject to certain adjustments, and
the assumption of related operating liabilities.

The transaction was the culmination of the process commenced by the
Sellers pursuant to creditor protection proceedings launched on
Oct. 31, 2016, in the Ontario Superior Court of Justice under the
Companies' Creditors Arrangement Act, and in the U.S. Bankruptcy
Court for the District of Delaware under Chapter 11 of the
Bankruptcy Code, as amended.

The Company conducted a court-supervised sale and auction process
as part of its Canadian and U.S. court proceedings. The bid made by
the Purchaser served as the "stalking horse" bid for purposes of
the process and was ultimately determined to be the successful bid
in accordance with the related court approved bidding procedures.

In accordance with, and pursuant to, the terms and conditions of
the Agreement, the Company has changed its name to "Old PSG
Wind-down Ltd." from "Performance Sports Group Ltd." effective as
of March 20, 2017.


PERSONAL SUPPORT: Case Summary & Largest Unsecured Creditors
------------------------------------------------------------
Affiliated debtors that filed separate Chapter 11 bankruptcy
petitions:

    Debtor                                        Case No.
    ------                                        --------
    Personal Support Medical Suppliers, Inc.      17-12833
    262 Geiger Road
    Philadelphia, PA 19115

    Care for You Home Medical Equipment, LLC      17-12836
       d/b/a Community Care Partners
    262 Geiger Road
    Philadelphia, PA 19115

Business Description: The Company provides home health care
                      equipment, supplies and services.

                      Web site: http://www.pshme.com

Chapter 11 Petition Date: April 24, 2017

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Hon. Ashely M. Chan

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  CIARDI CIARDI & ASTIN, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 3500
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: 215-557-3551
                  E-mail: aciardi@ciardilaw.com

                                    Estimated   Estimated
                                     Assets    Liabilities
                                   ----------  -----------
Personal Support Medical            $1M-$10M    $1M-$10M
Care for You Home                   $1M-$10M    $1M-$10M

The petitions were signed by David Halooka, president.

A copy of Personal Support Medical's list of 20 largest unsecured
creditors is available for free at:

              http://bankrupt.com/misc/paeb17-12833.pdf

A copy of Care for You Home's list of 20 largest unsecured
creditors is available for free at
http://bankrupt.com/misc/paeb17-12836.pdf


PETROLIA ENERGY: Incurs $1.87 Million Net Loss for 2016
-------------------------------------------------------
Petrolia Energy Corp filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$1.87 million on $321,000 of total revenue for the year ended Dec.
31, 2016, compared with a net loss of $1.85 million on $188,000 of
total revenue for the year ended Dec. 31, 2015.

As of Dec. 31, 2016, Petrolia Energy had $13.21 million in total
assets, $6.213 million in total liabilities and stockholders'
equity of $7 million.

As of Dec. 31, 2016, Petrolia Energy had total current assets of
$298,800 and total assets in the amount of $13.21 million.  The
Company's total current liabilities as of Dec. 31, 2016 were $2.986
million and its total liabilities as of Dec. 31, 2016 were $6.213
million.  The Company had negative working capital of $2.688
million as of
Dec. 31, 2016.

Petrolia Energy material asset balances are made up of oil and gas
properties and related equipment.  The Company's most significant
liabilities include related party notes.

Operating activities used $551,823 in cash for the year ended Dec.
31, 2016.  Net loss of $1.876 million was the main component of our
negative operating cash flow, offset mainly by amortization of debt
discount of $171,600, stock-based compensation of $359,900 and
deferred salaries of $200,000 and accounts payable and accrued
liabilities of $464,407.

Petrolia Energy plans to generate profits by working over existing
wells and drilling productive oil or gas wells.  However, the
Company will need to raise additional funds to workover or drill
new wells through the sale of its securities, through loans from
third parties or from third parties willing to pay our share of
drilling and completing the wells.  Management believes that
actions presently being taken to obtain additional funding provide
the opportunity for the Company to continue as a going concern.

MaloneBailey, LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
citing that Petrolia Energy has incurred losses from operation
since inception and has a net working capital deficiency.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.

A full-text copy of Form 10-K is available for free at
https://is.gd/DZJ5sJ

                   About Petrolia Energy

Petrolia Energy Corporation, formerly known as Rockdale Resources
Corporation, is an oil and gas exploration, development, and
production company.


POSTROCK ENERGY: Court OKs Bid to Terminate Executive Excess Plan
-----------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
PostRock Energy's Chapter 11 trustee's motion to terminate the
Company's executive non-qualified excess plan.  As previously
reported, "Termination of a deferred compensation plan falls within
the sound business judgment of the trustee.  The Trustee submits
that the termination of the Plan is a reasonable business decision
in light of the circumstances and is in the best interest of the
estate and its creditors.  The termination and rejection will save
the costs and expenses associated therewith.  The Rabbi Trust
expressly states that the corpus thereof is subject to the claims
of the general creditors of Debtor PostRock Energy Services
Corporation in the event of its bankruptcy.  Thus, upon the
commencement of the present case, the corpus of the trust (i.e. the
Stock) became property of the bankruptcy estate.  Upon termination
of the Plan, the Stock will be returned to the Debtors.
Termination of the Plan and Rabbi Trust will save the Debtors from
unnecessarily continue to incur the costs and expenses of
administering the Rabbi Trust."

                     About PostRock Energy Corp.

Headquartered in Oklahoma City, Oklahoma, PostRock Energy
Corporation, PostRock Energy Services Corporation, PostRock
MidContinent Production LLC, PostRock Eastern Production, LLC,
PostRock Holdco, LLC, and STP Newco, Inc. are engaged in the
acquisition, exploration, development, production and gathering of
crude oil and natural gas. Their primary production activity is
focused in the Cherokee Basin, a 15-county region in southeastern
Kansas and northeastern Oklahoma. They have approximately 129
employees.

PostRock Energy, et al., filed Chapter 11 bankruptcy petitions
(Bankr. W.D. Okla. Lead Case No. 16-11230) on April 1, 2016. Clark
Edwards signed the petitions as president. The Debtors estimated
assets in the range of $10 million to $50 million and debt of up to
$100 million.

Crowe & Dunlevy, P.C. serves as the Debtors' counsel. Judge Sarah
A. Hall is assigned to the cases.

Stephen J. Moriarty has been appointed as Chapter 11 Trustee of
PostRock Energy.

The Official Committee of Unsecured Creditors of PostRock Energy
Corp. has retained Lowenstein Sandler LLP as counsel, and Hall,
Estill, Hardwick, Gable, Golden & Nelson, P.C. as special and local
counsel.


PRIME PACK: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Prime Pack, Inc.
          dba Prime Pack Energy Services
        4213 Mint Way
        Dallas, TX 75237

Case No.: 17-31622

Business Description: Prime Pack, Inc. --
                      http://www.primepackinc.com/-- offers
                      logistics services.  The Company was founded
                      in 1997 and is based in Dallas, Texas.

Chapter 11 Petition Date: April 24, 2017

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

Judge: Hon. Harlin DeWayne Hale

Debtor's Counsel: Nathan Matthew Johnson, Esq.
                  SPECTOR & JOHNSON, PLLC
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 239-4260
                  Fax: (214) 237-3380
                  E-mail: njohnson@spectorjohnson.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by James Edward Alexander, sole director.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/txnb17-31622.pdf


PRIMUS WHEELER: Hires JXN Housing as Real Estate Broker
-------------------------------------------------------
Primus Wheeler, Jr., seeks authorization from the U.S. Bankruptcy
Court for the Southern District of Mississippi to employ JXN
Housing LLC as real estate broker.

The Debtor requires JXN Housing to market:

     -- the property at 132 Azalea Circle, Jackson, Mississippi;
and

     -- 33.1 acres located on Johnson Line Road in Hinds County,
Mississippi.

The Debtors have agreed to pay JXN Housing the proposed
compensation from the sale proceeds on the following terms and
conditions:

    a. a flat rate of $2,500 if the selling price is less that
$45,000; or

    b. 6% of the selling price if in excess of $45,000; and

    c. a $200 Broker Price Opinion for each property.

Dallis Ketchum, principal broker of JXN Housing LLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

JXN Housing may be reached at:

      Dallis Ketchum
      JXN Housing LLC
      1104 N. Jefferson
      St. Jackson, MS 39202
      Tel: 601-376-9128
      Fax: 601-510-9564
      E-mail: dallis@jxnhousing.com  

                     About Primus Wheeler, Jr.

Primus Wheeler, Jr., filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Miss. Case No. 17-00354) on February 2, 2017. J. Walter
Newman, IV, Esq., at Newman & Newman serves as bankruptcy counsel.

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



QUEST PATENT: Net Loss Widens to $956K in 2016
----------------------------------------------
Quest Patent Research Corporation filed with the Securities and
Exchange Commission its annual report on Form 10-K disclosing a net
loss of $956,092 on $1.264 million revenue for the year ended Dec.
31, 2016, compared with a net loss of $327,270 on $498,395 revenue
for the year ended Dec. 31, 2015.

Revenues for the year ended Dec. 31, 2016 were approximately $1.264
million, as compared with $498,395 in 2015, an increase of
$765,819, or approximately 154%.  The increase in 2016 reflects an
increase in patent licensing fees of $170,000, and an increase in
management fees of $610,457 reflecting an increase in payments the
Company received from the third party funding source in connection
with the Mobile Data Portfolio litigation, which commenced in 2014,
which was offset by a decrease of approximately $15,000 in licensed
sales.

As of Dec. 31, 2016, Quest Patent Research had $2.322 million in
total assets, $3.659 million in total liabilities and a $1.337
million total stockholders' deficit.

At Dec. 31, 2016, Quest had current assets of approximately
$266,000, current liabilities of approximately $3.659 million.  The
Company's current liabilities include approximately $919,000
payable to Intellectual Ventures, approximately $2.064 million
payable to United Wireless and loans payable of $163,000 and
accrued interest of $248,913 due to former directors and minority
stockholders.  As of Dec. 31, 2016, we have an accumulated deficit
of approximately $15,381,000 and a negative working capital of
approximately $3.394 million.

MaloneBailey, LLP issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
citing that the Company has incurred a series of net losses
resulting in negative working capital as of Dec. 31, 2016.  These
conditions raise substantial doubt as to the Company's ability to
continue as a going concern.

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

                    About Quest Patent

Quest Patent Research Corporation is an intellectual property asset
management company.  The Company's principal operations include the
development, acquisition, licensing and enforcement of intellectual
property rights that are either owned or controlled by the Company
or one of its wholly owned subsidiaries.  The Company currently
owns, control or manage eight intellectual property portfolios,
which principally consist of patent rights. The Company's eight
intellectual property portfolios include the three portfolios which
the Company acquired in October 2015 from Intellectual Ventures
Assets 16, LLC.


QUEST SOLUTION: Net Loss Rose to $14.2M in 2016
-----------------------------------------------
Quest Solution, Inc., filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
attributable to stockholders of $14.21 million on $60.047 million
of revenue for the year ended Dec. 31, 2016, following a net loss
of $1.715 million on $58.60 million of revenue in 2015, and net
income of $301,600 on $37.3 million of total revenue in 2014.

In 2016, the Company announced strategic actions to streamline its
operations, drive future growth and accelerate value creation for
shareholders.  These repositioning actions resulted in agreements
to sell the Canadian operations.  The operations of the Canadian
subsidiary have been reported within discontinued operations for
all years presented.

The Company's sales from continuing operations for 2016 were $60.0
million, an increase of $1.4 million, or 2.5%.  Net sales related
to discontinued operations were $11.3 million for 2016 compared
with $5.3 million in 2015 (there were 9 months of operations in
fiscal 2016 and 3 months in fiscal 2015).

The loss from continuing operations for common stockholders was
$7.5 million in 2016, an increase of $6 million compared with prior
year loss of $1.5 million.  Basic and Diluted loss per share from
continuing operations were $0.21 versus $0.04 per share in 2015.

Loss from discontinued operations for 2016 was $6.9 million ($0.19
per share), compared to $0.2 million in 2015 ($0.01 per share).

As of Dec. 31, 2017, Quest Solution had $32.79 million in total
assets, $47.61 million in total liabilities and a $14.83 million
total stockholders' deficit.

RBSM, LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016.
The Company has a working capital deficiency and significant
subordinated debt resulting from acquisitions.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.

A full-text copy of Form 10-K is available for free at
https://is.gd/XHrW24

                    About Quest Solution

Quest Solution, formerly known as Amerigo Energy, Inc., is a
national mobility systems integrator with a focus on design,
delivery, deployment and support of fully integrated mobile
solutions.  The Company takes a consultative approach by offering
end to end solutions that include hardware, software,
communications and full lifecycle management services.  The highly
tenured team of professionals simplifies the integration process
and delivers proven problem solving solutions backed by numerous
customer references.  Motorola, Intermec, Honeywell, Panasonic,
AirWatch, Wavelink, SOTI and Zebra are major suppliers which Quest
Solution uses in its systems.


QUORUM HEALTH: S&P Affirms 'B-' CCR, Off CreditWatch Negative
-------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' corporate credit rating on
acute-care hospital operator Quorum Health Corp. and removed all
ratings from CreditWatch, where they were placed with negative
implications on March 29, 2017.  The outlook is negative.

S&P's rating on the senior secured debt remains 'B-' with a '3'
recovery rating.  The '3' recovery rating indicates expectations
for meaningful (50%-70%; rounded estimate: 60%) recovery in the
event of a default.  The rating on the unsecured debt remains 'CCC'
with a '6' recovery rating.  The '6' recovery rating indicates
expectations for negligible (0%-10%, rounded estimate: 0%) recovery
in the event of default.

"Our rating action follows Quorum's announcement that it has signed
an amendment with its senior secured lenders to amend its financial
covenants, providing the company with greater headroom through the
end of 2018," said S&P Global Ratings credit analyst Matthew
O'Neill.  Additional terms of the amendment require the company to
use proceeds from 2017 asset sales to prepay its term loan and pay
higher interest rates on the facility.  The company has also filed
its 10-K within the 30-day grace period, alleviating near-term
default risk.  However, S&P's negative outlook reflects its belief
that while the rating is supported by the divestiture and
turnaround plan, S&P sees a one in three chance that its base case
will not be met.  S&P expects the company's turnaround and
divestiture plan to produce about 150 basis points in margin
improvement, which should allow the company to maintain compliance
with recently amended financial covenants and generate about $170
million in annual cash EBITDA, supporting break-even free cash flow
over time.

The negative rating outlook reflects S&P's belief that while the
rating is supported by the divestiture and turnaround plan, S&P
sees a one in three chance that its base case will not be met.  S&P
expects the company's turnaround and divestiture plan to produce
about 150 basis points in margin improvement, which should allow
the company to maintain compliance with recently amended financial
covenants and generate about $170 million in annual cash EBITDA,
supporting break-even free cash flow over time.

S&P could lower the rating if the company underperforms relative to
S&P's base case and is unable to execute on its turnaround plan or
sees further deterioration in operating performance at hospitals
that it intends to keep.  Under this scenario, S&P would expect
persistent cash flow deficits, which could cause it 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 revise the outlook to stable if the company is able to
make progress in divesting money-losing hospitals and reducing
leverage.  Under this scenario, S&P would need to be confident that
the company could generate slightly positive free cash flow over
time.


REDBOX WORKSHOP: Hires Crane Heyman as Attorneys
------------------------------------------------
RedBox Workshop, Ltd. seeks authorization from the U.S. Bankruptcy
Court for the Northern District of Illinois to employ Jeffrey C.
Dan and Scott R. Clar and the law firm of Crane, Heyman, Simon,
Welch & Clar as attorneys.

The Debtor requires the Crane Heyman to:

   (a) prepare necessary applications, motions, answers, orders,
       adversary proceedings, reports and other legal papers;

   (b) provide the Debtor with legal advice with respect to its
       rights and duties involving its property as well as its
       reorganization efforts herein;

   (c) appear in court and litigate whenever necessary; and

   (d) perform any and all other legal services that may be
       required from time to time in the ordinary course of the
       Debtor's business during the administration of the
       bankruptcy case.

Crane Heyman will be paid at these hourly rates:

       Eugene Crane                   $510
       Arthur G. Simon                $510
       David K. Welch                 $510
       Scott R. Clar                  $510
       Jeffrey C. Dan                 $445
       Brian P. Welch                 $325
       John H. Redfield (of counsel)  $400

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

Prior to the filing of this Chapter 11 case, Crane Heyman was paid
$21,717.00, of which $2,447.50 was applied to services provided
between the date of the payment of the retainer and the petition
date, as an advance payment retainer for its representation of the
Debtor in this bankruptcy case and matters relating thereto. The
retainer for the Chapter 11 case, after applying the payment for
pre-petition work, is $19,269.50.

Scott R. Clar, partner of Crane Heyman, 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.

Crane Heyman can be reached at:

       Scott R. Clar, Esq.
       CRANE, HEYMAN, SIMON, WELCH & CLAR
       Suite 3705, 135 South LaSalle Street
       Chicago, IL 60603-4297
       Tel: (312) 641-6777
       Fax: (312) 641-7114

                 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: Hires Amherst as Financial Advisor & Banker
------------------------------------------------------------
Rees Associates, Inc., seeks authorization from the U.S. Bankruptcy
Court for the Southern District of Iowa to employ Amherst
Consulting, LLC as financial advisor and investment banker.

The Debtor requires Amherst Consulting  to:

     a. assist in preparing or reviewing a 13 week budget and cash
flow analysis;

     b. work with the Debtor to develop alternative strategies for
improving profitability and liquidity and assist in the
implementation thereof;

     c. assist in working with the Unsecured Creditors Committee as
needed;

     d. if requested, manage a sale process (prepare marketing
information on the Debtor, develop a list of potential targets,
coordinate and arrange meetings with interested parties, build an
online data room, assist with negotiations and work with counsel
and management to consummate a transaction);

     e. coordinate with the Debtor's legal counsel regarding
matters related to the restructuring process;

     d. perform other services as requested by Debtor throughout
the bankruptcy process.

Amherst Consulting will be paid at these hourly rates:

     Partners                       $400
     Managing Directors             $375
     Directors                      $350
     Senior Associates              $275
     Accounting                     $150
     Paraprofessionals              $100

Amherst Consulting requires a post-petition retainer of $20,000.00
for its services.  Amherst Consulting will also be reimbursed for
reasonable out-of-pocket expenses incurred.

Scott Eisenberg, partner and co-founder of Amherst Consulting, LLC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.

Amherst Consulting may be reached at:

     Scott Eisenberg
     Amherst Consulting, LLC
     255 East Brown Street, Suite 120
     Birmingham, MI 48009
     Phone: (248) 642-5600
     Fax: (248) 642-9247

               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.


RETAIL DESIGNS: Hires Dal Lago Law as Counsel
---------------------------------------------
Retail Designs, LLC, and its debtor-affiliates seek permission from
the U.S. Bankruptcy Court for the Middle District of Florida to
employ Dal Lago Law as counsel for the Debtors and
Debtors-in-Possession, nunc pro tunc to March 31, 2017.

The Debtors require Dal Lago to:

     a. provide the Debtors with legal advice and counsel with
respect to their (i) rights, duties, and powers in these Cases, and
(ii) compliance with the Bankruptcy Code, Bankruptcy Rules, the
Local Rules of this Court, and all Orders that are issued by the
Bankruptcy Court;

     b. prepare, on behalf of the Debtors, all necessary pleadings,
motions, applications, reports, and other legal papers as may be
necessary in furtherance of the Debtors' interests and objectives
in the Cases;

     c. prosecute and defend any causes of action on behalf of the
Debtors where special counsel is deemed unnecessary;

     d. assist in the formulation of a plan(s) of reorganization,
and accompanying disclosure statement(s), and advise the Debtors
with regard to same;

     e. assist the Debtors in considering and requesting the
appointment of a trustee or examiner, should such action become
necessary;

     f. consult with the Office of the United States Trustee
concerning the administration of the Debtors’ estates;

     g. represent the Debtors in hearings and other judicial
proceedings; and,

     h. perform such other legal services as may be required, and
as are deemed to be in the best interest of the Debtors, in
accordance with the powers and duties accorded to the Debtors under
the Bankruptcy Code.

Michael R. Dal Lago, Esq., at Dal Lago Law, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

Dal Lago may be reached at:

     Michael R. Dal Lago, Esq.
     Dal Lago Law
     999 Vanderbilt Beach Road Suite 200
     Naples, FL 34108
     Telephone: 239-571-6877
     Email: mike@dallagolaw.com

                 About Retail Designs

Retail Designs, LLC, operates the Super 8 Motel located at 9020
Fayette Landings Shopping Center, in Oak Hill, West Virginia.
Retail Designs filed a Chapter 11 bankruptcy petition (Bankr. M.D.
Fla. Case No. 17-02044) on March 13, 2017.  The petition was signed
by William A. Abruzzino, its managing member.  The Debtor is
represented by Michael R. Dal Lago, Esq. at Dal Lago Law.  At the
time of filing, the Debtor had estimated both assets and
liabilities to be less than $50,000.


RITA RESTAURANT: Court Confirms First Amended Chapter 11 Plan
-------------------------------------------------------------
Joyce Hanson, writing for Bankruptcy Law360, reports that the Hon.
Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas has confirmed Rita Restaurant Corp., et al.'s
first amended Chapter 11 plan filed on Feb. 2, 2017.

                About Rita Restaurant Corp.

Rita Restaurant Corp. and its affiliates operate full service,
casual dining restaurants, consisting of 16 Don Pablo's Mexican
Kitchen restaurants and 1 Hops Grill and Brewery restaurant,
located in 10 states in the United States.

Don Pablo's is a chain of Tex-Mex restaurants founded in Lubbock,
Texas in 1985.  The menu features Tex-Mex items, salsa, tortillas
and sauces and a range of other Mexican specialties.  At one time,
the chain had as many as 120 location throughout the United States
making it the second largest full service Mexican restaurant chain
in the United States during the late 1990s.

Hops is a casual dining restaurant that offers fresh, made from
scratch menu items in a relaxed atmosphere featuring signature
dishes that are created from high-quality, fresh ingredients,
prepared in a display style kitchen that allows the customer to
view the cooking process.

Rita Restaurant Corp., Don Pablo's Operating, LLC, and Hops
Operating, LLC, sought Chapter 11 protection (Bankr. W.D.
Tex. Case Nos. 16-52272, 16-52274, and 16-52275, respectively)
on Oct. 4, 2016.  The petitions were signed by Peter Donbavand,
vice-president.  The cases are assigned to Judge Ronald B. King.

The Debtors are represented by John E. Mitchell, Esq. and David W.
Parham, Esq. at Akerman LLP.

At the time of the filing, Rita Restaurant and Don Pablo's
estimated assets and liabilities at $1 million to $10 million,
while Hops Operating estimated assets at $500,000 to $1 million and
liabilities at $1 million to $10 million.

On Oct. 14, 2016, the U.S. Trustee appointed an official committee
of unsecured creditors in the case.


SAEXPLORATION HOLDINGS: Signs Three-year Agreement with Hocol SA
----------------------------------------------------------------
On April 12, 2017, SAExploration Holdings, Inc. (NASDAQ: SAEX,
OTCQB: SXPLW) issued a press release announcing the signing of a
three-year agreement with Hocol S.A. to be its provider of seismic
acquisition services in Colombia.

Founded in 1956, Hocol S.A. is a subsidiary of Ecopetrol S.A., the
national oil company in Colombia, and is focused on exploration and
production activities throughout the country.

The agreement contains an option for renewal at maturity.  All
project awards earned under this agreement will be contracted
through supplemental agreements on a project-by-project basis.
Business development efforts are currently underway with the
expectation of imminently receiving new awards for projects that
will begin in the second half of 2017.  SAE further expects these
initial project awards to be followed by additional project awards
covering opportunities in 2018 and 2019.

Brian Beatty, COO of SAE, commented, "We are very pleased to once
again work with such a well-established customer who is so integral
to the oil and gas industry in South America. Hocol’s commitment
to safety, the local communities, social responsibility and to the
environment mirror our core values at SAE. In addition to
solidifying our strong market position, we believe this agreement
will serve as a catalyst for further growth in activity within the
broader exploration market in Colombia."

A full-text copy of the regulatory filing is available at
https://is.gd/7G1pam

                 About SAExploration Holdings

SAExploration Holdings, Inc. (NASDAQ: SAEX) and its subsidiaries
are internationally-focused oilfield services company offering a
full range of vertically-integrated seismic data acquisition and
logistical support services in Alaska, Canada, South America, and
Southeast Asia to its customers in the oil and natural gas
industry.  In addition to the acquisition of 2D, 3D, time-lapse 4D
and multi-component seismic data on land, in transition zones
between land and water, and offshore in depths reaching 3,000
meters, the Company offers a full-suite of logistical support and
in-field data processing services.  The Company operates crews
around the world that are supported by over 29,500 owned land and
marine channels of seismic data acquisition equipment and other
leased equipment as needed to complete particular projects.

SAExploration reported a net loss attributable to the Company of
$25.03 million on $205.56 million of revenue from services for the
year ended Dec. 31, 2016, compared to a net loss attributable to
the Company of $9.87 million on $228.13 million of revenue from
services for the year ended Dec. 31, 2015.  The Company's balance
sheet at Dec. 31, 2016, showed $201.65 million in total assets,
$163.59 million in total liabilities and $38.06 million in total
stockholders' equity.

                       *     *     *

In June 2016, S&P Global Ratings lowered its corporate credit
rating on SAExploration Holdings to 'CC' from 'CCC-'.  The outlook
remains negative.  The downgrade follows SAExploration's
announcement that it plans to launch an exchange offer to existing
holders of its 10% senior secured notes for shares of common equity
and a new issue of second-lien notes.

In September 2016, Moody's Investors Service withdrew
SAExploration's 'Caa2' Corporate Family Rating and other ratings.


SANDRIDGE ENERGY: Egan-Jones Hikes Commercial Paper Rating
----------------------------------------------------------
Egan-Jones Ratings Company, on March 20, 2016, upgraded rating on
commercial paper issued by SandRidge Energy Inc to B from C.

Previously, on February 28, 2017, EJR upgraded the commercial paper
rating on the Company to C from D.  On the same date, EJR also
raised the senior unsecured ratings on debt issued by the Company
to B from D.

SandRidge Energy, Inc. is an oil and natural gas exploration and
production company headquartered in Oklahoma City, Oklahoma, with
its principal focus on developing high-return, growth-oriented
projects in the U.S. Mid-Continent and Niobrara Shale.


SCHOOL SPECIALTY: S&P Affirms Then Withdraws 'B-' CCR
-----------------------------------------------------
S&P Global Ratings affirmed its 'B-' corporate credit rating on the
Greenville, Wis.-based School Specialty Inc.  S&P subsequently
withdrew the rating at the company's request.  S&P also withdrew
its issue-level ratings on the company's secured term loan
facility.  S&P's rating outlook was stable at the time of the
withdrawal.

The withdrawal reflects the company's refinancing of the secured
term loan facility set to mature on June 11, 2019, and with a
remaining balance of $117 million.  The company successfully
secured $140 million in term loan financing from TCW's Direct
Lending Group and used the proceeds to pay down the existing credit
facility.


SEQUA CORP: Fitch Withdraws 'B/RR3' 1st Lien Secured Notes Rating
-----------------------------------------------------------------
Fitch Ratings has withdrawn the 'B/RR3' rating on Sequa
Corporation's previously proposed senior 1st lien secured notes, as
the notes were not issued in the company's recent refinancing. The
notes were replaced with an upsize to Sequa's senior 1st lien
secured term loan.

Sequa's current Long-term Issuer Default Rating (IDR) is 'B-', and
the long-term ratings on its senior 1st lien secured term loan and
revolver is rated 'B/RR3', and senior 2nd lien secured term loan at
'CCC/RR6'. The Rating Outlook is Stable.

Fitch believes the recent recapitalization will push out debt
maturities, providing Sequa time to focus on completing its
restructuring plan; however, significant risks remain.

KEY RATING DRIVERS

Sequa's 'B-' rating is supported by the following: ongoing cost
cutting and restructuring initiatives, anticipated financial and
operational improvements at the Chromalloy segment, the Precoat
segment's leading market position and the company's experienced
management team. Other factors supporting the rating include: the
technology incorporated into Chromalloy's products, support of the
main equity holder, The Carlyle Group, the currently healthy
commercial aviation market, the outlook for rising defense
expenditures in the U.S. and other parts of the world and large net
operating losses that will shield cash tax payments over the rating
horizon.

Rating concerns include Sequa's limited financial flexibility,
moderate execution risk, high degree of competition at Chromalloy
and the cyclicality of both the aerospace and construction
industries, which contributes to Sequa's sensitivity to economic
downturns. Other key risks to the rating include: continued
pressure in the commercial aviation aftermarket business from OEMs
and other players, most of which are larger than Chromalloy, and
other trends in the aftermarket business such as 3D printing and
data analytics, both of which create uncertainty about the future
structure of the business, inventory risk, and customer
concentration and contract exposure.

Fitch expects that the company's 2017 gross leverage (Debt/EBITDA)
will be approximately 6.9x (pro forma for the recapitalization) at
year-end but will trend to below 6.0x by the end of 2019 due
predominantly to EBITDA improvement, the senior 1st lien secured
credit facility's cash flow sweep provision, and term loan
amortization. Fitch expects Sequa's FFO Fixed Coverage ratio will
fluctuate between 1.5x and 2.0x through the end of 2019. Fitch also
expects the company's FFO Adjusted Leverage could remain above 7.0x
temporarily during 2017 but will decline to below 6.0x by the end
of 2019. Fitch considers the company's outstanding balance under
its accounts receivable securitization facility as debt in its
calculations.

Fitch views Sequa's financial flexibility as limited, with many of
the company's risks captured within the 'B-' rating. In particular,
Fitch believes that the potential loss of one or more significant
contracts, or a cyclical downturn in either of its main end-markets
would further strain Sequa's flexibility. Incremental acquisitions
would likely require debt or equity funding, and extended
operational headwinds post-restructuring may require an additional
equity infusion or further restructuring.

The company generates positive cash from operations, predominantly
through its Precoat segment, which is seasonal and cyclical, and
largely driven by the heavy construction market. However, free cash
flow has been negative since 2014, and Fitch does not expect the
company will generate positive free cash flow until 2018.

Fitch's ratings also rest on the expectation that the Sequa will
continue to execute on its objectives over the next two to three
years. This includes continuing its cost reduction plan within its
Chromalloy segment, maintaining a leading position in the coating
market, effectively managing liquidity and capex costs, and
realizing future benefits from its joint ventures (JVs). Although
Fitch believes the company will be able to manage these goals,
there is uncertainty and risk that the company will not be able
execute on each area.

Fitch considers Precoat's top market position to be a leading
positive driver for Sequa's rating. The company generates the
majority of its operating cash flow and EBITDA through Precoat,
despite challenging market conditions since the recession in 2008 -
2009. An increase in infrastructure spending could lead to
outperforming Fitch's conservative segment projections of a 5%
top-line CAGR and relatively unchanged margins between 2017 and
2019.

Fitch believes the company will begin to realize benefits from its
ongoing restructuring and cost cutting initiatives over the next 12
to 18 months. The company's management team has laid out a prudent
program to improve operations and subsequently financial
performance. Fitch believes this is necessary, given Sequa's
decline in performance since 2012. The different initiatives
include resolving the issues from its Trac acquisition at
Chromalloy, implementing inventory protection, corporate
realignment to a regional management system versus individual
management, centralized direct material purchasing, footprint
consolidation, headcount reduction, and a shift in customer
targeting. These initiatives should result in sustainable run-rate
savings compared to previous years. In the near term, there will
likely be one-time charges associated with the adjustments,
including severance pay and facility costs. However, Fitch expects
the associated payback period will likely be less than two years.

Fitch believes the company's recapitalization eases its upcoming
maturity burden, while also materially reducing leverage due to the
equitization of the senior unsecured notes and revolver pay down,
in conjunction with EBITDA improvement. Post-recapitalization,
Sequa does not have any maturities until its revolving credit
facility matures in 2020. Subsequently, the company's senior 1st
lien secured term loan and bonds are expected to mature in 2021.
Fitch believes this mitigates some of the company's execution risk
and allows time to realize some benefits of the company's
restructuring and cost cutting initiatives.

The U.S. Air Force recently announced that it had awarded the KC-10
Engine Management contract to a subsidiary of Lockheed Martin
(rated 'BBB+'/Stable Outlook). Sequa was the incumbent on the
contract, which was one of its largest. While the company has
protested the contract decision, Fitch believes it is still too
early know if the protest will be allowed or succeed.

Fitch's ratings and forecasts incorporate Sequa's loss of the KC-10
contract, which illustrates the credit risks related to the
company's customer concentration and contract exposure. If Sequa is
unsuccessful in its protest, the KC-10 loss will negatively affect
revenues and EBITDA, and it could raise the risk of inventory
losses. The impact of the contract loss is mitigated by the delayed
impact (little effect on 2017 results) and the contract's
relatively low margins. There is also the opportunity for Sequa to
recapture a portion of the contract's revenues as a subcontractor
to the new prime.

Recovery Ratings

The Recovery Ratings (RR) and notching in the debt structure
reflect Fitch's recovery expectations under a scenario in which
distressed enterprise value is allocated to the various debt
classes. Sequa's capital structure includes first-lien senior
secured credit facilities, and a second-lien senior secured term
loan. The security for the debt consists of all tangible and
intangible assets of Sequa and its direct and indirect material
wholly owned subsidiaries, including capital stock of
subsidiaries.

Because of Fitch's estimated post-restructuring enterprise value,
the expected Recovery Rating for the first-lien senior secured
credit facilities is 'RR3', indicating recovery prospects in the
range of 51% to 70%. The second-lien senior secured term loan is at
the 'RR6' level, which reflects an expected recovery in the 0% to
10% range.

In case of insolvency, Fitch assumes Sequa will be restructured and
assesses the going concern EBITDA at approximately $145 million
based on the company's competitive advantage at Precoat, exposure
to cyclical market trends, and Sequa's modest contract exposure
contract exposure.

Fitch uses a 5.0x multiple when calculating the enterprise value of
the post-restructured company, which is lower than an industry
average post-restructuring multiple of 5.5x, as observed by Fitch.
The lower than the industry average post-restructuring multiple is
driven by the high degree of competition and pressure in the
commercial aftermarket business, particularly from OEMs, as well as
cyclicality in the company's main end-markets. These risks are
somewhat mitigated by Precoat's strong market position and the
technology incorporated into Chromalloy's products.

KEY ASSUMPTIONS

Fitch's key assumptions within its rating case for Sequa include:

-- The company experiences modest, single-digit top-line growth
    through 2019, excluding revenue and EBITDA from the KC-10
    contract;
-- EBITDA margins remain relatively steady at Precoat, and
    improve marginally at Chromalloy between 2017 and 2019;
-- The company continues to execute on its planned efficiency and

    cost cutting initiatives through 2019;
-- The company begins to generate modestly positive free cash
    flow in 2018;
-- Sequa does not win the protest for the KC-10 award, but does
    retain a modest amount of residual revenue;
-- Capex remains between 3.5% and 5% of sales, annually, through
    2019;
-- Commercial aviation market remains healthy over the next three

    to four years;
-- The company maintains a leading market position in the coating

    market;
-- The company uses the majority of excess free cash flow to
    repay its senior 1st lien debt;
-- No top or bottom line impact from new JVs before 2020;
-- Sequa pays minimal cash taxes for the next several years;

RATING SENSITIVITIES

Fitch would consider negative rating action if, individually or
collectively, Sequa's FFO fixed charge coverage ratio falls below
1.25x for a sustained period; gross leverage increases above 7.5x
for a sustained period; the company loses one or more significant
contracts; or cash restructuring costs significantly impair the
company's free cash flow generation over the next 12 to 24 months.

Fitch would consider positive rating action if, individually or
collectively, gross leverage declines below 5.5x for a sustained
period; FFO Fixed Charge Coverage increases above 2.0x for a
sustained period; the company generates positive free cash flow
over a sustained period; or the company successfully executes on
its joint ventures.

LIQUIDITY

Fitch views Sequa's pro forma year-end 2017 liquidity as adequate,
at approximately $151 million. The company's liquidity will likely
be comprised of approximately $45 million in readily available
cash, $10 million of availability under its AR securitization
facility, and approximately $96 million of availability under its
revolving credit facility after accounting for letters of credit.
In addition, the company regularly holds a cash balance at foreign
subsidiaries, which it considers to be permanently reinvested. In
its ratings case, Fitch assumes an additional average of $20
million per year to be restricted and held at foreign subsidiaries
for operational purposes. However, in a distressed case Fitch
expects the company would be able to repatriate the cash as needed
due to its balance of net operating losses.

FULL LIST OF RATING ACTIONS

Fitch Withdraws the following:

Sequa Corporation

-- Senior 1st lien secured notes 'B/RR3'.

Current Sequa Corporation ratings:

-- Long-term IDR 'B-'
-- Senior 1st lien secured revolver 'B/RR3';
-- Senior 1st lien secured term loan 'B/RR3';
-- Senior 2nd lien secured term loan 'CCC/RR6'.

The Rating Outlook is Stable.


SHAPPHIRE RESOURCES: Case Summary & 5 Unsecured Creditors
---------------------------------------------------------
Debtor: Shapphire Resources, LLC
        1982 Camwood Avenue
        Rowland Heights, CA 91748

Case No.: 17-15033

Business Description: The Company's principal assets are located
                      at 2770 Cold Plains Drive Hacienda Heights,
                      CA 91745.  It previously filed for
                      bankruptcy protection on Nov. 4, 2010
                      (Bankr. C.D. Calif. Case No. 10-57493).

Chapter 11 Petition Date: April 24, 2017

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Hon. Neil W. Bason

Debtor's Counsel: Raymond H. Aver, Esq.
                  LAW OFFICES OF RAYMOND H. AVER
                  A PROFESSIONAL CORPORATION
                  10801 National Boulevard, Suite 100
                  Los Angeles, CA 90064
                  Tel: (310) 571-3511
                  Fax: (310) 473-3512
                  E-mail: ray@averlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Susan Tubianosa, manager.

A copy of the Debtor's list of five largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb17-15033.pdf


SKYLINE CORP: Completes Sale of Real Property; Amends Corp's Bylaws
-------------------------------------------------------------------
On April 11, 2017, Skyline Corporation completed its sale of
certain improved real property and certain equipment located in
Mansfield, Texas to Champion Home Builders, Inc. The amount and
nature of the consideration to be received for the assets sold
included:

     * A non-refundable cash payment of $1,000;

     * A good faith cash deposit of $99,000; and

     * A cash payment of $2,125,000 received at the Closing less
prorated property taxes of $25,000 and selling expenses of
approximately $13,000.

On April 11, 2017, the Corporation's Board of Directors approved an
amendment to Article I Section 3 of the Corporation's Bylaws.  This
amendment is effective June 1, 2017, and changes the fiscal year to
a 52-53 week year ending on the Sunday which is nearest to the last
day of May in each year.  Article I Section 3 currently states that
the Corporation's fiscal year begins on the first day of June and
ends on the close of the last day of May next succeeding.

A full-text copy of Form 8-K is available for free at
https://is.gd/SJdjt4

                    About Skyline Corp
  
Skyline Corporation was originally incorporated in Indiana in 1959,
as successor to a business founded in 1951.  Skyline Corporation,
along with its consolidated subsidiaries designs, produces and
markets manufactured housing, modular housing and park models to
independent dealers and manufactured housing communities located
throughout the United States and Canada.  Manufactured housing is
built to standards established by the U.S. Department of Housing
and Urban Development, modular homes are built according to state,
provincial or local building codes, and park models are built
according to specifications established by the American National
Standards Institute.

For the fiscal year ended May 31, 2015, the Company reported a net
loss of $10.41 million compared to a net loss of $11.9 million for
the year ended May 31, 2014.  

As of Nov. 30, 2016, Skyline had $57.72 million in total assets,
$32.38 million in total liabilities and $25.34 million in total
shareholders' equity.

Crowe Horwath LLP, in Fort Wayne, Indiana, issued a "going concern"
qualification on the consolidated financial statements for the year
ended May 31, 2015, citing that the Company has incurred recurring
operating losses and negative cash flows from operating activities.
The Company has a line of credit in place, however prospective
debt covenant violations may limit the Company's ability to access
these funds which would impact its liquidity.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern.


SOLOMON TECHNOLOGY: Hires Mark J. Giunta as Counsel
---------------------------------------------------
Solomon Technology Solutions, Inc., seeks authorization from the
U.S. Bankruptcy Court for the District of Arizona to employ the Law
Office of Mark J. Giunta as counsel for Debtor-in-Possession.

The Debtor requires Mark J. Giunta to:

     a. furnish legal advice with respect to the powers and duties
of debtor-in-possession in the continued operation of its affairs
and management of its property;

     b. prepare necessary applications, answers, orders, reports,
motions and other legal papers; and

     c. perform all other legal services for which may be necessary
herein.

Mark J. Giunta will be paid at these hourly rates:

     Mark J. Giunta $425
     Senior Associate $225
     Associate $175
     Clerk $125
     Legal Assistant $90

Mark J. Giunta received a sum of $5,000 from the 100% member and
principal of the Debtor, Ronald Cioffi, as a retainer for the
representation in the above-captioned Chapter 11 on April 13,
2017.

Mark J. Giunta will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Mark J. Giunta, Esq., the Law Office of Mark J. Giunta, 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.

Mark J. Giunta may be reached at:

      Mark J. Giunta, Esq.
      Liz Nguyem, Esq.
      Law Office of Mark J. Giunta
      245 W. Roosevelt Street, Suite A
      Phoenix, AZ 85003
      Phone: (602) 307-0837
      Fax: (602) 307-0838
      Email: markgiunta@giuntalaw.com
             liz@giuntalaw.com

          About Solomon Technology Solutions, Inc.

Solomon Technology Solutions, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. D.AZ. Case No. 15-05667) on May 8, 2015.  The
Hon. Madeleine C. Wanslee presides over the case. Aiken Schenk
Hawkins & Ricciardi, PC represents the Debtor as 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 Alex Solomon, president.


SPANISH BROADCASTING: Moody's Cuts PDR to D-PD on Indenture Default
-------------------------------------------------------------------
Moody's Investors Service downgraded Spanish Broadcasting System,
Inc.'s probability of default rating (PDR) to D-PD from Caa3-PD
following the company's announcement that is there was an event of
default under the company's note indenture following note maturity
on April 15, 2017. The company's Corporate Family Rating is
downgraded to Ca from Caa2, the senior secured notes rating is
downgraded to Ca from Caa2, and the preferred stock rating is
downgraded from Ca to C. The outlook remains negative. All ratings
will be withdrawn shortly following this ratings action.

Downgrades:

Issuer: Spanish Broadcasting Systems, Inc.

Corporate Family Rating: Downgraded to Ca from Caa2

Probability of Default Rating, Downgraded to D-PD from Caa3-PD

$275 million Senior Secured Notes due April 2017: Downgraded to Ca,
LGD3 from Caa2, LGD3

10 3/4% Series B Preferred Stock: Downgraded to C, LGD6 from Ca,
LGD6

RATINGS RATIONALE

Spanish Broadcasting System, Inc.'s Ca corporate family rating
reflects an elevated expected loss rate following the recently
announced default under the company's 12.5% senior secured notes
due April 2017. The company announced the default in its 10K filing
on April 20th, noting that it has engaged financial and legal
advisors in evaluating its recapitalization options. In addition,
the company has initiated conversations with represenatives of the
noteholders and holders of its preferred stock regarding the
recapitalization. Moody's views these actions as increasing the
likelihood of a bankruptcy filing, with reduced expected recovery
of proceeds to the noteholders.

Moody's will withdraw all of Spanish Broadcasting System, Inc.'s
ratings, shortly after this rating action, consistent with Moody's
practice for companies undergoing a debt restructuring, wherein the
availability and flow of information becomes typically more
limited.

The principal methodology used in these ratings was Global
Broadcast and Advertising Related Industries published in February
2017.

Spanish Broadcasting System, Inc., headquartered in Miami, FL, owns
or operates 17 radio stations (90% of FY 2016 net revenue) in six
of the eight largest Hispanic markets in the U.S., including New
York and Los Angeles. The company also operates AIRE Radio
Networks, a national radio platform with more than 100 affiliated
stations reaching 90% of the U.S. Hispanic audience. Spanish
Broadcasting's television operations (10% of FY 2016 net revenue)
include MegaTV, a television operation with affiliates in the
continental U.S. and Puerto Rico, as well as owned and operated
television stations in South Florida and Houston. The company also
operates multiple bilingual websites, including lamusica.com,
Mega.tv and various station websites. Net revenue for FYE 2016
totaled $145 million.


SPECTRUM HEALTHCARE: PCO Finds 2 Reportable Incidents at 1 Facility
-------------------------------------------------------------------
Nancy Shaffer, the appointed Patient Care Ombudsman for Spectrum
Healthcare LLC, et al., has reported to the U.S. Bankruptcy Court
for the District of Connecticut on April 17, 2017, the quality of
life and care on behalf of the residents of the Debtors' facilities
at the Spectrum Healthcare Derby, LLC; Spectrum Healthcare
Hartford; Spectrum Healthcare Manchester; and Spectrum Healthcare
Torrington.

During the visits, the residents of Spectrum Derby have provided
positive feedback regarding the Debtor's care and services.
Overall, the residents have no concerns with the Debtor. As regards
the facility's staffing, the nursing home administrator gave notice
about leaving the facility near the end of April. Likewise, the
former Director of Nursing left in March and a new Director started
the prior week. The Report further provides that there is a new
maintenance vendor, "Environmental Design."

On the other hand, the PCO reported that there are no concerns
forwarded to the Department of Public Health during the reporting
period at Spectrum Hartford. However the Regional Ombudsman
observed some instances of quality of life/privacy issues which she
brought to the administration's attention.

The Report further noted that there have not been any recent
changes in administrative positions at Spectrum Manchester. There
is a recently vacant Nursing Supervisor position which is
temporarily filled with the other nursing personnel. The Report
stated that each section of the campus continues to present clean
and well-kept. The PCO noted that there have not been any
complaints  during the past reporting period in the facility.

Lastly, the PCO reported that there have not been any regulatory
actions against Spectrum Torrington. However, the PCO has
identified two reportable incidents at the facility, one regarding
an altercation between two residents and the other was on a report
of a resident's missing personal property. Meanwhile, the Report
provides that the facility's physical plant continues to require
repair. The PCO noted that there is an ongoing situation of stained
ceiling tiles and leaks in the ceiling throughout the facility.

                   About Spectrum Healthcare

Spectrum Healthcare, LLC, and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case Nos.
16-21635 to 16-21639) on October 6, 2016. The petitions were signed
by Sean Murphy, chief financial officer.

The Debtors are represented by Elizabeth J. Austin, Esq., Irve J.
Goldman, Esq., and Jessica Grossarth, Esq., at Pullman & Comley,
LLC. Blum, Shapiro & Co., P.C. serves as their accountant and
financial advisor.

At the time of filing, the Debtors listed these assets and
liabilities:

                                          Total        Estimated
                                          Assets      Liabilities
                                        ----------    -----------
Spectrum Healthcare                     $282,369      $500K-$1M
Spectrum Healthcare Derby               $2,068,467      $1M-$10M
Spectrum Healthcare Hartford            $4,188,568        N/A
Spectrum Healthcare Manchester, LLC     $2,729,410        N/A
Spectrum Healthcare Torrington, LLC     $3,321,626        N/A

Spectrum Healthcare and its affiliates previously filed Chapter 11
petitions (Bankr. D. Conn. Case No. 12-22206) on Sept. 10, 2012.

William K. Harrington, the United States Trustee for the District
of Connecticut, appointed Nancy Shaffer, M.A., a member of the
Connecticut Long Term Care Ombudsman's Office, as the Patient Care
Ombudsman for Spectrum Healthcare Derby, LLC, Spectrum Healthcare
Hartford, LLC, Spectrum Healthcare Manchester, LLC, and Spectrum
Healthcare Torrington, LLC.


STEINY AND COMPANY: GA Abell Buying All Assets for $1.5 Million
---------------------------------------------------------------
Steiny and Co., Inc., asks the U.S. Bankruptcy Court for the
Central District of California to authorize bidding procedures in
connection with the sale of substantially all assets to GA Abell,
Inc., doing business as Precision Electric Co., for $1,450,000 plus
the assumption of liability under the assigned contracts of
approximately $1,000,000.

A hearing on the Motion is set for May 11, 2017 at 10:00 a.m.

The Debtor is a privately-held electrical contracting and
engineering company with commercial, mass transit, industrial,
traffic signal, control and lighting divisions.  Since the business
was established over 60 years ago, the Debtor has worked with some
of the most influential builders, developers and owners in the
industry, many of whose jobs are now venerable landmarks in
California, including the ARCO Sports Arena in Sacramento, the San
Francisco Airport Airtrain, the Bay Area Rapid Transit System, the
Red, Blue, and Gold Line of Metropolitan Transportation Authority
in Los Angeles, Disneyland and the Getty Museum, to name a few.
Its construction staff is one of the most experienced and highly
trained in the industry.  The Debtor has approximately 100 current
clients.

After suffering intense cash flow problems prepetition due to
overly-aggressive collection practices by the Debtor's largest
unions and/or trust funds, the Debtor filed for Chapter 11
bankruptcy relief on Nov. 28, 2017.  However, it soon became
apparent that due to the deterioration in its relationship with its
largest unions and/or trust funds, the Debtor would have to sell
its business or cease its operations entirely.

Shortly after the bankruptcy case was filed, in early December
2016, the Debtor engaged Consortium Finance Securities, LLC and
Craft Partners, LLC ("Investment Banker") as its financial advisors
and investment banker to seek a buyer for the Debtor's assets.
According to the Retention Agreement, the Investment Banker is to
receive a fee upon the consummation of a successful transaction in
an amount of no less than $250,000.  Since the Court entered an
order approving the terms of Investment Banker's employment, and
the Investment Banker has worked diligently to bring a sale to
fruition, the Debtor respectfully asks that the Fee be allowed and
authorized to be paid upon the closing of a sale approved by the
Court to the Buyer or a successful over-bidder.

The Investment Banker aggressively assisted the Debtor in locating
opportunities in order to consummate such a transaction.  The
Debtor believes that its assets to be sold have been adequately
marketed for sale and that the purchase price offered by the Buyer
represents a fair and reasonable offer to purchase the assets to be
sold under the circumstances of the case.

The Buyer executed an Asset Purchase Agreement on April 4, 2017,
which was subsequently executed by the Debtor on April 11, 2017.
The APA was the result of extensive negotiations between the Debtor
and the Buyer.  Under the APA, Buyer has agreed to purchase, among
other things: (i) all of the Debtor's executory contracts and
unexpired leased that the Buyer elects to have assigned it by the
Debtor subject to the terms of the APA ("Assigned Contracts"), but
which is currently expected to consist of 45 of the Debtor's
non-bonded contracts with its clients and several other types of
executory contracts and unexpired leases, including certain vehicle
and equipment leases; (ii) all accounts receivable related to the
Assigned Contracts or other rights to receive payment for services
or products provided by Seller in connection with the Assigned
Contracts as of the Closing Date; (iii) all machinery, plant,
vehicles, small tools, equipment, computers, inventory, spare
parts, fittings, supplies and other tangible personal property of
the Debtor; (iv) all of the Debtor's names, including the name
"Steiny and Company." and all trademarks; (v) all of the Debtor's
"Intellectual Property Rights"; (vi) all rights under "Governmental
Authorizations, Licenses & Permits"; (v) all goodwill; (vii) all
operating data, books and records, including customer lists and
information relating to customers and suppliers; (viii) all other
assets, whether tangible or intangible, that are or ever have been
used by the Seller in its businesses excluding the Excluded Assets
for the cash purchase price of $1,450,000 plus the assumption of
liability under the Assigned Contracts of approximately
$1,000,000.

The Buyer will acquire the Acquired Assets "as is, where is," "with
all faults" without any representation or warranty expressed or
implied relating to the condition or value of the Acquired Assets,
and free and clear all lies, claims, interests and encumbrances.  

The sale is also not subject to a financing contingency.  The Buyer
will pay any cure amounts required under the existing contracts and
unexpired leases to be assumed and assigned to it.

The Buyer has made a cash deposit of $145,000 via wire transfer to
the Debtor's bankruptcy counsel Levene, Neale, Bender, Yoo & Brill
L.L.P. ("LNBYB").  LNBYB will hold the Deposit in a segregated,
interest-bearing trust account.

If the Buyer does not end up being the winning bidder or actual
buyer of the Acquired Assets, then Buyer will receive a Breakup Fee
of $100,000.

The proposed sale will be subject to overbidding so that a true
market price can be determined.  he Debtor believes that the
Bidding procedures and the breakup fee that it have been proposed
herein in the event of overbidding are reasonable.

The salient terms of the Bidding Procedures are:

   a. Stalking Horse Bid: The Buyer has made an initial bid of
$1,450,000 in cash plus estimated assumption of Post-Closing
Contract Obligations.

   b. Qualifying Initial Overbid: At least $1,550,000 in cash

   c. Overbid Increments: $50,000

   d. Deposit: $155,000, no later than 3:00 p.m. (PT) on the date
that is two business days before the date of the Sale Hearing

   e. Breakup Fee: $100,000

   f. Auction: The auction will take place in Courtroom 1375
located at 255 E. Temple Street, Los Angeles, California on the
same date and at the same time as the hearing on the Motion.

   g. Hearing on the Sale: Following the auction to be held in the
Court, the Debtor will request that the Court approve the best
overall offer made on the Debtor's assets and, thus, the winning
bidder as the buyer of the Sale.

   h. Closing: The winning bidder must close by no later than 10
calendar days from the date of the entry of an unstayed sale order
without regard to the pendency of an appeal from the order.

The Debtor has sought to have cure amounts established in
connection with all of the executory contracts and/or unexpired
leases that the Buyer (or a successful overbidder) could want.
Thus, the Debtor believes that it is an appropriate exercise of its
business judgment to seek to assume and assign those executory
contracts and unexpired leases that the Buyer has indicated that it
wants or may indicate that it wants in order to facilitate the
Debtor's efforts to maximize value for its creditors and the estate
through the sale transaction.  The Debtor submits that rejection of
the Excluded Contracts in accordance with the terms and conditions
set forth is in the best interests of the Debtor's bankruptcy
estate and should be approved by the Court.

The Breakup Fee is a provision of the APA.  The Debtor believes
that an auction of the Debtor's business and substantially all of
its assets in accordance with the Bidding Procedures is in the best
interests of the estate.

Safeco Insurance Co. of America with Liberty Mutual Insurance Co.
serve as the Debtor's bonding company in connection with most of
its bonded projects, each of which guarantees performance of the
contract referred to in each individual bond and payment of certain
obligations of the Debtor with respect to said contract.  

Safeco seems to hold a first priority lien against certain assets
and Liberty/Safeco appears to hold a third priority lien against
certain other assets.  The Debtor does not believe that
Liberty/Safeco will be affected by the sale because, in its
opinion, (i) the Debtor is not seeking to sell and/or assign any
contracts bonded by Liberty/Safeco (or Endurance or any other
bonding company) to the Buyer or an overbidder; and (ii) the Debtor
is not seeking to sell any other assets in which the Debtor
currently believes that Liberty/Safeco have a properly perfected
security interest.

There appear to be claims based on UCC filings and notice of
judgment liens that would appear to be secured by more than just
particular pieces of equipment, and in the case of the Internal
Revenue Service, by all or substantially all of the Debtor's
assets.  

Of all of the parties, only the IRS appears to have liens on all or
substantially all of the Debtor's assets to be sold to the Buyer.
As a result of the filing of various Notices of Judgment Lien with
the California Secretary of State, the various judgment lienholders
in the case may assert liens on the Debtor's accounts receivables
and other assets, but it would appear that they do not have any
liens against the Debtor's vehicles, machinery and/or equipment
that are required to be registered with the DMV absent the
production of evidence to the contrary.

A substantial portion of the rest of the financing statements filed
against the Debtor, such as by Gelco Corp., doing business as GE
Fleet Services; CNH Capital America, LLC; John Deere Construction
and Forestry Co,; and TCF Equipment Finance, the assignee of Altec
Capital Services, LLC, appear to relate to the recordation of
vehicle and/or equipment leases or to the financing of particular
pieces of equipment.  

The Buyer may be interested in having such finance and/or lease
agreements assigned to it.  Thus, all such lessors and/or
lienholders have been provided with notice of the Motion and an
opportunity to object.  In addition, the Debtor disputes the
validity of the financing statements filed by GE Fleet and CNH
because the Debtor asserts that all amounts related to the
transactions referenced in the financing statements were paid some
time ago and those financing statements should have been terminated
long ago.  Thus, the Debtor has asked GE Fleet and CNH to terminate
those financing statements immediately.  To the extent that the
Debtor receives one or more such terminations prior to the date of
the hearing on the Motion, the Debtor will submit them to the
Court.

A full-text copy of the Motion that contains the list of the
Secured Creditors is available for free at:

           http://bankrupt.com/misc/Steiny_419_Sale.pdf

Since the proposed sale directly benefits the IRS, as the IRS
appears to be the senior lender given the assets that are being
sold, and the Debtor has incurred substantial expenses that it
believes to be both reasonable and necessary in connection with the
preservation and/or disposal of the subject collateral, the Debtor
submits that the Net Proceeds should not be distributed immediately
following the Closing, but should remain in a segregated account
client trust account pending further order of the Court; and in
order to allow the Debtor, and potentially others, to ascertain the
amount of such claims and file a surcharge motion or an objection
to claim since the amount of such claims cannot be ascertained
prior to the date of the hearing on the Motion.

The Debtor is experiencing severe cash flow issues, and as a
result, does not have the ability to continue with the operation of
its business over any long-term time span.  The Debtor believes
that an expedited sale is in the overwhelming best interests of its
creditors and estate.  The failure of the Debtor to consummate an
expedited sale of its assets will ultimately result in the closure
of its business, which will result in a substantially worse outcome
for its creditors and estate than a going concern sale of its
business, the loss of employment (with no quick foreseeable
replacement employment) for all of its employees, and the negative
effect that a forced shut down would have on its clients with open
projects.  Accordingly, the Debtor respectfully asks that the Court
enters an Order granting the Motion in its entirety.

In order to facilitate the most expeditious closing possible, the
Debtor asks that the Sale Order be effective immediately upon entry
by providing that the 14-day waiting periods of Bankruptcy Rule
6004(h) and 6006(d) be waived.

                   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.


STW RESOURCES: US Trustee Wants Case to be Dismissed or Converted
-----------------------------------------------------------------
BankruptcyData.com reported that the U.S. Trustee assigned to the
STW Resources Holding case filed with the U.S. Bankruptcy Court a
motion to dismiss the case or, in the alternative, to convert the
Chapter 11 reorganization to a liquidation under Chapter 7. The
Trustee explains, "As of the date of the filing of this Motion, the
Debtor has filed no plan or disclosure statement. The extended
exclusivity period has expired. Consequently, the Debtor has not
prosecuted this case in a manner consistent with a reorganization
purpose and appears unable to propose or confirm a plan.  The
Debtor also has the following administrative deficiencies: (a)
failure to file its monthly operating reports for January 2017 and
February 2017 and (b) failure to provide a copy of its 2015 tax
return to the United States Trustee. Accordingly, the United States
Trustee requests that the Court enter an order dismissing or, in
the alternative, converting this case to a case under chapter 7."

According to the report, the Court scheduled a May 4, 2017 hearing
to consider converting or dismissing STW Resources Holdings'
proceeding.

                 About STW Resources Holding Corp.

STW Resources Holding Corp. (otcqb:STWS) --
http://www.stwresources.com/-- a water treatment and service
company, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No.
16-33121) on Aug. 2, 2016, and is represented by Michael S.
Mitchell, Esq., at Demarco Mitchell, PLLC, in Plano, Texas.  At the
time of filing, the Debtor had $874,495 in total assets and $17.27
million in total debt.  Alan Murphy, chief executive officer,
signed the petition.

On Sept. 14, 2016, a three-member panel has been appointed as
official unsecured creditors committee in the Debtor's case.


SUNEDISON INC: Sale of Stokes Marsh Shares to Gamma Approved
------------------------------------------------------------
Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York authorized the private sale and
transfer by SunEdison, Inc. and affiliates of SunEdison Holdings
Corp.'s shares in Stokes Marsh Solar Holdco Ltd. ("Holding
Company"), a company incorporated under the laws of England and
Wales, to Gamma Energy Ltd. in exchange for: (i) the cancellation
of a GBP928,607 Performance Bond that is secured under the DIP
Facility; (ii) the release of approximately GBP20,000,000 of
prepetition unsecured guarantee obligations; (iii) the release by
the Buyer and its affiliates of all claims and causes of action
relating to the Project; and (iv) the Buyer will assume the
approximately GBP14,000,000 Project Facility.

The sale is free and clear of all Liens and obligations of any kind
or nature whatsoever.

The shares constitute 50.01% of the issued and outstanding shares
of the Holding Company.  The remaining 49.99% of the issued and
outstanding shares of the Holding Company are owned by the Buyer.
In turn, the Holding Company owns 100% of the issued and
outstanding shares of Stokes Marsh Solar Ltd. ("Project Company").
The Project Company owns a 15 MW photovoltaic renewable energy
project located in the U.K., known as the Stokes Marsh project.

The Buyer is not and will not be deemed a successor to the Seller
as a result of the consummation of the Sale Transaction, except
with respect to the business conducted by the Holding Company or
its assets.

Any settlement or compromise by the Seller contained within the
Agreement, including the Seller Release, is approved under
Bankruptcy Rule 9019.

The requirements set forth in Bankruptcy Rules 6003(b) and 6004
have been satisfied or otherwise deemed waived.

As provided by Bankruptcy Rules 7062 and 9014, the terms and
conditions of the Order will be effective and enforceable
immediately upon entry and will not be subject to the stay
provisions contained in Bankruptcy Rule 6004(h).  Time is of the
essence in closing the sale, and the Seller and the Buyer intend to
close the sale as promptly as practicable following entry of the
Order.

Notwithstanding anything to the contrary contained in the Order,
any authorization contained and proceeds obtained by the Seller or
any other Debtor pursuant to the Sale Transaction will be subject
to any applicable requirements imposed on the Debtors under the
Final DIP Order and the other DIP Loan Documents.

                    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.


TENNESSEE SEAFOOD: LJS Opco Two Buying All Assets for $320K
-----------------------------------------------------------
Tennessee Seafood, LLC, asks the U.S. Bankruptcy Court for the
Middle District of Tennessee to authorize the private sale of all
assets to LJS Opco Two, LLC for $320,000.

A hearing on the Motion is set for May 16, 2017 at 9:00 a.m.
Objection deadline is May 12, 2017.

The Debtor operates or has franchise rights to operate seven Long
John Silver's Restaurants (including a co-branded store with an A&W
franchise) at locations ("Business").  

On Dec. 22, 2016, the Debtor received a letter of intent from the
Buyer, in which Buyer made an offer to purchase the Business.  The
Debtor and the Buyer have entered into an Asset Purchase Agreement
that provides for the sale of the Business to the Buyer, subject to
the Court's approval.  The Debtor proposes to sell the Business on
an "as is, where is" basis, without any representation or warranty,
and free and clear of any liens, claims or encumbrances, with liens
attaching to the proceeds.

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

    http://bankrupt.com/misc/Tennessee_Seafood_207_Sales.pdf

The Debtor's only secured creditor is the Internal Revenue Service.
The Debtor believes that the Internal Revenue Service consents to
the proposed sale.  In the alternative, the IRS could be compelled
to accept a money satisfaction of its lien.  Consequently, it is
appropriate to sell the Business free and clear of the Internal
Revenue Service's lien.  Further, each of the landlord creditors
supports the proposed sale.

Sound business reasons exist for selling the Business as set out.
The maximum value for the Business will be obtained by selling it
pursuant to the Asset Purchase Agreement.  The Debtor is unable to
reorganize by continuing to operate the Business, as it has
defaulted on the LJS Franchise Agreements and is unable to pay the
amounts necessary to cure the defaults.  The Debtor has been unable
to locate another potential purchaser with interest in the Business
other than the Buyer.  

Further, the sale will result in the landlord creditors receiving
payment and/or obtaining a viable tenant going-forward, as each of
the landlord creditors is prepared to accept Buyer as a tenant.
Additionally, there is a possibility that current employees of the
Business may be hired by the Buyer after the closing. Accordingly,
the Debtor asks the Court to approve the relief sought.

The Debtor further asks that the Court waives the 14-day stay of
FRBP 6004(h).  The Debtor and the Buyer propose to close the sale
on May 18, 2017.  Postponing the sale date for 14 days after the
expiration of the order would interfere with the proposed closing.


The Purchaser can be reached at:

          LJS OPCO TWO, LLC
          Attn: Forret W. Ragdale III
          Senior Vice Prsident/General Counsel
          9505 Williamsburg Plaza, Suite 300
          Louisville, KY 40222
          E-mail: forrest.ragsdale@ljsilvers.com

                  About Tennessee Seafood

Clarksville, Tennessee-based Tennessee Seafood, LLC, a franchisee
of Long John Silvers, filed a Chapter 11 petition (Bankr. M.D.
Tenn. Case No. 16-04928) on July 12, 2016.  The Hon. Marian F.
Harrison is the case judge.  The Debtor tapped Steven L.
Lefkovitz, Esq., at the Law Offices Lefkovitz & Lefkovitz, as
counsel.  The
Debtor disclosed $114,041 in assets and $2.38 million in
liabilities.  The petition was signed by Farid  Rostampour, chief
manager.


THRU INC: Hires Bryan Cave as Bankruptcy Counsel
------------------------------------------------
Thru, Inc., seeks authorization from the U.S. Bankruptcy Court for
the Northern District of Texas to employ Bryan Cave LLP as counsel
for the Debtor.

The Debtor requires Bryan Cave to:

     a. take all necessary actions to protect and preserve the
Debtor's estate,including,if required by the facts and
circumstances, the prosecution of adversary proceedings and other
actions and matters on the Debtor's behalf, the defense of any
actions commenced against the Debtor, the negotiation of disputes,
including litigation, in which the Debtor is involved, and the
preparation of objections to, or motions to estimate, claims filed
against the Debtor's estate where appropriate;

     b. provide legal advice with respect to the Debtor's rights,
powers, and duties as debtor in possession in the continued
operation of its businesses and the management of its property;

     c. prepare on behalf of the Debtor all necessary motions,
applications, complaints, answers, orders, reports, notices,
schedules, and any other pleadings and legal documents in
connection with matters effecting the administration of the Debtor
and its bankruptcy estate, and the prosecution of this case;

     d. assist the Debtor in connection with any disposition of the
Debtor's assets, whether by sale or otherwise;

     e. assist the Debtor in the negotiation, preparation,
confirmation and consummation of a plan of reorganization or
liquidation, the preparation of a disclosure statement in respect
thereof, and in the preparation and execution of all related
documents and transactions;

     f. appear before the Court, any appellate courts and the
United States Trustee to protect the interests of the Debtor and
its bankruptcy estate before such courts and the United States
Trustee; and

     g. perform all other necessary legal services that the Debtor
may request in connection with this case and pursuant to the
Bankruptcy Code.

Bryan Cave lawyers and professionals who will work on the Debtor's
case and their hourly rates are:

     Keith M. Aurzada, partner            $594     
     Michael P. Cooley, counsel           $562
     Lisa Marshall, associate             $369
     LeEtta Detrich, paralegal            $166.50

Prior to the Petition Date, the Debtor provided Bryan Cave with a
retainer in the amount of $55,000 for services rendered or to be
rendered for the Debtor and for reimbursement of expenses incurred
in representing the Debtor. From the Retainer, Bryan Cave applied
the sum of $24,717.40 to pay for services rendered and expenses
incurred prior to the Petition Date. The balance of the Retainer,
in the amount of $30,282.60, remains on hand as a retainer for
future services to be provided by Bryan Cave.

Keith M. Aurzada, Esq., partner at the law firm of Bryan Cave LLP,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.

Bryan Cave may be reached at:

     Keith M. Aurzada, Esq.
     Michael P. Cooley, Esq.
     Bryan Cave LLP
     2200 Ross Avenue, Suite 3300
     Dallas, Texas 75201
     Tel: (214) 721-8000
     Fax: (214) 721-8100

                      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 a 2015 litigation
between Thru and Dropbox.  To preserve the value of its assets and
restructure its financial affairs following entry of that judgment,
Thru 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.

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.



THRU INC: Hires Dechert as Counsel in Dropbox Dispute
-----------------------------------------------------
Thru, Inc., seeks authorization from the U.S. Bankruptcy Court for
the Northern District of Texas to employ Dechert LLP as special
counsel for the Debtor.

Thru, Inc. provides enterprise file sharing and collaboration to
help organizations exchange large files and content securely across
the globe.  In 2015, a trademark dispute arose between the Debtor
and Dropbox, Inc. over the use of the term "Dropbox." The Debtor
challenged Dropbox before the Trademark Trial and Appeal Board,
following which Dropbox sued the Debtor for declaratory relief in
the United States District Court for the Northern District of
California. Dropbox prevailed on its claim for declaratory relief
and, on March 8, 2017, the court awarded Dropbox a judgment for
legal fees and costs in the amount of approximately $2.3 million.

The Debtor believes that both the underlying judgment and the Fee
Award were reached in error, and has appealed both rulings to the
United States Court of Appeals for the Ninth Circuit. Prior to
filing for bankruptcy, the Debtor retained Dechert to represent it
in the pending appeals of the Dropbox Lawsuit.

The Debtor requires Dechert to provide advice to and represent the
Debtor, as requested by the Debtor, in connection with the
prosecution of the appeal of the Dropbox Judgment, and such other
matters as may be requested by the Debtors and agreed to by
Dechert.

Dechert will be paid at these hourly rates:

     Steven A. Engel                  $985
     Partners                         $985.50
     Associates                        $652.50
     Paralegal and Support Staff       $144-$297

Prior to the Petition Date, the Debtor provided Dechert with a
retainer in the amount of $50,000 for services rendered or to be
rendered for the Debtor and for reimbursement of expenses incurred.
In addition to the aforementioned retainer totaling $50,000, for
the one-year period preceding the commencement of these Cases,
Dechert received payments in the aggregate amount of approximately
$25,000  from the Debtor for professional fees and expenses
incurred with respect to the appeal of the Dropbox Judgment.

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

Steven A. Engel, Esq., partner at the law firm of Dechert, LLP,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.

Dechert may be reached at:

     Steven A. Engel, Esq.
     Dechert, LLP
     1095 Avenue of the Americas
     New York, NY 10036-6797
     Tel: +1 212 698 3693
     Fax: +1 212 698 3599

                      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 a 2015 litigation
between Thru and Dropbox.  To preserve the value of its assets and
restructure its financial affairs following entry of that judgment,
Thru 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.

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.


TRENDSETTER HR: Revises Estimated Amount of Unsecured Claims
------------------------------------------------------------
Trendsetter HR, LLC, Trend Personnel Services, Inc., and TSL Staff
Leasing, Inc., filed with the U.S. Bankruptcy Court for the
Northern District of Texas a disclosure statement dated April 17,
2017, in support of the Debtors' amended joint consolidated plan of
reorganization.

The Amended Disclosure Statement revised the estimated amount of
Class 8 Unsecured Claims.  Class 8 Claims are estimated between $3
million and $13.5 million.  These claims are impaired by the Plan.
The holders will recover 25%-75%.

The Debtor's prior disclosure statement dated March 15, 2017,
estimated Class 8 Unsecured Claims at $4,000,000-$12,500,000.  The
prior plan also provided that Class 8 claims are impaired by the
Plan and the holders will recover 25%-75%.

Class 7 Wells Fargo Secured Claims -- estimated at $86,244.29 --
are impaired by the Plan.  Recovery for this class is expected at
58%.

If Wells Fargo votes in favor of the Plan: (i) the Wells Fargo
Secured Claim will be allowed in the amount of $42,000, with the
balance of Wells Fargo's Claims treated as deficiency claims under
section 8 of the Plan; (ii) the lease, which is the basis of the
Wells Fargo Secured Claims, will be treated as not a true lease and
as a disguised financing statement instead; and (iii) the Debtors,
Estates, Reorganized Debtors, and Consolidated Estate release Wells
Fargo from any claims and causes of action on account of said lease
and any payments prior to the Petition Date, including any
avoidance actions.

Otherwise, if Wells Fargo votes to reject the Plan or does not vote
on the Plan, the Wells Fargo Secured Claims will remain subject to
allowance as is otherwise appropriate, including as to validity and
as to any Section 506(a) of the Bankruptcy Code valuation, and the
foregoing releases will have no effect.  If Wells Fargo accepts
this proposal, then its allowed secured claim will be paid by the
Reorganized Debtors through four equal quarterly payments, with
5.9% interest.

With respect to plan funding, future revenue and cash flow
generated by the Reorganized Debtors from their operations will
provide the fund the Plan.  This includes quarterly payments by the
Reorganized Debtors over five years totaling $4,000,000.

The Plan provides for the equity auction to determine the amount of
the equity funding (with the stalking horse bid submitted by Daniel
Bobst for $250,000 in cash and the plan security).  In providing
this additional new value, the Equity
Funding will be free and clear of all claims, liens, interests, and
encumbrances, and will constitute free, unencumbered cash of the
Reorganized Debtors and the Consolidated Estate for the purpose of
making payments under the Plan and not for working capital or any
other purpose.

In addition to providing Equity Funding, Bobst, if he is the Equity
Purchaser at the Equity Auction, will voluntarily subordinate his
Claims and will post personal property as security for the Plan
Funding, consisting of a Certificate of Deposit in the approximate
amount of $426,598.17 and two parcels of real property with a fair
market value in excess of $800,000 (both of which (CD and real
property) currently serve as security for other creditors, which
liens should be released over time).

The Disclosure Statement is available at:

          http://bankrupt.com/misc/txnb16-34457-184.pdf

                    About Trendsetter HR

Trendsetter HR LLC filed a Chapter 11 bankruptcy petition (Bankr.
N.D.Tex. Case No. 16-34457) on November 17, 2016.  The Hon. Stacey
G. Jernigan presides over the case.  Ackerman LLP represents the
Debtor as counsel.  The Debtor also hired as counsel Davor
Rukavina, Esq., Thomas D. Berghman, Esq., and Jason A. Enright,
Esq., at Munsch Hardt Kopf & Harr, P.C.

In its petition, the Debtor estimated $1 million to $10 million in
assets and $10 million to $50 million in liabilities.  The petition
was signed by Daniel W. Bobst, president.

Trendsetter HR's case is jointly administered with Trend Personnel
Services, Inc., and TSL Staff Leasing, Inc.  Trendsetter HR is the
lead case.


ULURU INC: Incurs $4.45 Million Net Loss for 2016
-------------------------------------------------
ULURU Inc. filed with the Securities and Exchange Commission its
annual report on Form 10-K disclosing a net loss of $4.454 million
on $442,600 of total revenue for the year ended Dec. 31, 2016,
following a net loss of $2.699 million on $935,700 of total revenue
in 2015, and a net loss of $1.93 million in 2014.

ULURU Inc. expects to use its cash, cash equivalents, and
investments on working capital, for general corporate purposes, on
property and equipment, and for the payment of contractual
obligations.  The Company's long-term liquidity will depend to a
great extent on its ability to fully commercialize its Altrazeal
and OraDisc technologies; therefore the Company is continuing to
look both domestically and internationally for opportunities that
will enable it to expand its business.  

As of Dec. 31, 2016, ULURU Inc had $4.336 million in total assets,
$2.766 million in total liabilities and $1.570 million of total
shareholders' equity.

Montgomery Coscia Greilich, LLP, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has suffered recurring
losses from operations, negative cash flows from operating
activities and is dependent upon raising additional funds from
strategic transactions, sales of equity, and/or issuance of debt.
The Company's ability to consummate such transactions is uncertain.
As a result, there is substantial doubt about the Company's
ability to continue as a going concern.

A full-text copy of Form 10-K is available for free at:
https://is.gd/gptE4R

                       About ULURU Inc.

ULURU Inc. -- http://www.uluruinc.com/--is a specialty
pharmaceutical company focused on the development of a portfolio of
wound management and oral care products to provide patients and
consumers improved clinical outcomes through controlled delivery
utilizing its innovative Nanoflex Aggregate technology and OraDisc
transmucosal delivery system.


UNILIFE CORPORATION: April 26 Meeting Set to Form Creditors' Panel
------------------------------------------------------------------
Andy Vara, Acting United States Trustee for Region 3, will hold an
organizational meeting on April 26, 2017, at 10:00 a.m. in the
bankruptcy case of Unilife Corporation, et al.

The meeting will be held at:

               The Double Tree Hotel
               700 N. King Street
               Wilmington, DE 19801

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

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

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

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

                        About Unilife

Unilife -- http://www.unilife.com/-- is a U.S. based developer and
commercial supplier of injectable drug delivery systems.  Unilife
has a portfolio of innovative, differentiated products with a
primary focus on wearable injectors.

Headquartered in York, Pennsylvania, Unilife Corporation (Bankr. D.
Del. Case No. 17-10805) and affiliates Unilife Medical Solutions,
Inc. (Bankr. D. Del. Case No. 17-10806), and Unilife Cross Farm LLC
(Bankr. D. Del. Case No. 17-10807) filed for Chapter 11 bankruptcy
protection on April 12, 2017, listing $82.98 million in total
assets as of Dec. 31, 2016, and $201.07 million in total debts as
of Dec. 31, 2016.  The petitions were signed by John Ryan, chief
executive officer.

Judge Laurie Selber Silverstein presides over the case.

Mark E. Felger, Esq., and Keith L. Kleinman, Esq., at Cozen
O'Connor, Esq., serves as the Debtors' bankruptcy counsel.

Rust Consulting/Omni Bankruptcy is the Debtors' claims/noticing
agent.



UNILIFE CORPORATION: Hires SSG Advisors as Investment Banker
------------------------------------------------------------
Unilife Corporation, et al., seek permission from the U.S.
Bankruptcy Court for the District of Delaware to employ SSG
Advisors, LLC as investment banker for the Debtors, nunc pro tunc
to April 12, 2017.

In connection with a Financing transaction, the Debtor needs SSG
to:

         i. prepare an information memorandum describing the
Company, its historical performance and prospects, including
existing contracts, marketing and sales, labor force, management,
and financial projections;

        ii. assist the Company in compiling a data room for any
necessary and appropriate documents related to a Financing;

       iii. assist the Company in developing a list of suitable
potential lenders and investors who will be contacted on a discreet
and confidential basis after approval by the Company;

        iv. coordinate the execution of confidentiality agreements
for potential lenders and investors wishing to review the
information memorandum;

         v. assist the Company in coordinating site visits for
interested lenders and investors and work with the management team
to develop appropriate presentation for such visits;

        vi. solicit competitive offers from potential lenders and
investors;

       vii. advise and assist the Company in structuring a
Financing and negotiating and Financing agreements;

       viii. otherwise assist the Company and its other
professionals, as necessary, through closing on a best efforts
basis.

In connection with a Restructuring transaction, SSG, on best effort
basis, will assist the Company in any negotiation with various
stakeholders in the Company (the "Existing Stakeholders"),
including, but not limited to any of the Company's lenders, ROS
Acquisition Offshore LP ("ROS") and Amgen Inc. ("Amgen"), general
unsecured creditors and shareholders in regard to a possible
Restructuring Transaction of existing claims and equity.

In connection with a Sale transaction, SSG will:

          i. prepare an information memorandum describing the
Company, its historical performance and prospects, including
existing contracts, marketing and sales, labor force, and
management and anticipated financial results of the Company;

          ii. assist the Company in developing a list of suitable
potential buyers who will be contacted on a discreet and
confidential basis after approval by the Company;

          iii. coordinate the execution of confidentiality
agreements for potential buyers wishing to review the information
memorandum;

          iv. assist the Company in coordinating site visits for
interested buyers and work with the management team to develop
appropriate presentation for such visits;

          v. solicit competitive offers from potential buyers;

          vi. advise and assist the Company in structuring the
transactions and negotiating the transaction agreements; and

          vii. otherwise assist the Company and its counsel as
necessary through closing on a best efforts basis.

The Debtors have agreed to pay SSG the proposed compensation and
expense reimbursement as provided in the Engagement Agreement:

     a. Monthly Fees. A monthly fee of $30,000 per month beginning
April 15, 2017 and on the 15th of each month throughout the term of
SSG' agreement.

     b. Financing Fee. Upon the closing of a Financing Transactions
to any party other than ROS (or an affiliate of ROS) and/or Amgen
(or an affiliate of Amgen), SSG shall be entitled to a fee payable
in cash, in federal funds via wire transfer or certified check, at
and as a condition of closing of such Financing equal to the
greater of either (a) $400,000 or (b) the sum of (i) 2.5% of any
Senior Debt (as such term is defined in the Agreement) raised from
any financing source, plus (ii) 5.0% of any Tranche B. Traditional
Subordinated Debt or Equity (as such terms are defined in the
Agreement) raised regardless of whether the Company chose to draw
down the full amount of the financing.

     c. Restructuring Fee. Upon the closing of a Restructuring
Transaction, SSG shall be entitled to a fee payable in cash, in
federal funds via wire transfer or certified check, at and as a
condition of closing of such Restructuring equal to $600,000.

     d. Non-Duplication of Financing Fee and Restructuring Fee. If,
according to the terms of the Agreement, the Company would
otherwise be obligated to pay SSG both a Financing Fee and a
Restructuring Fee, it shall be obligated only to pay the greater of
the Financing Fee or Restructuring Fee calculated as set forth
above.

     e. Sale Fee. Upon the consummation of a Sale Transaction to
any party, SSG shall be entitled to a fee, payable in cash, in
federal funds via via wire transfer or certified check, at and as a
condition of closing of such Sale, equal to the greater of either
(a) $600,000 or (b) the sum of (i) 1.5% of Total Consideration (as
such term is defined in the Agreement) up to $80 million; plus (ii)
2% of Total Consideration between $80 million to $100 million; plus
(iii) 3% of Total Consideration over $100 million (such sum, the
"Percentage Sale Fee").

Notwithstanding the foregoing, in the event of a successful credit
bid by either ROS (or an affiliate of ROS) or Amgen (or an
affiliate of Amgen) on its own respective collateral, then SSG
shall be paid a Sale Fee of $300,000 for each Sale Transaction at
and as a condition of closing of such respective credit bid Sale of
ROS (or an affiliate of ROS) or Amgen (or an affiliate of Amgen) on
its own respective collateral. In the event that both  ROS (or an
affiliate of ROS) and Amgen (or an affiliate of Amgen) are the
successful credit bidders for their respective collateral, then SSG
shall be paid a total Sale Fee of $600,000. In the event that only
one of OrbiMed (or an affiliate of ROS) or Amgen (or an affiliate
of Amgen) is the successful credit bidder for its own collateral
and the other's collateral is sold to a third party, the SSG shall
be paid in a Sale Fee of $300,000 plus the Percentage Sale Fee set
forth above in respect of the Total Consideration for the sale to
such third party.

In addition to the Monthly Fees, Financing Fee, Restructuring Fee,
and/or Sale Fee, whether or not any transaction is consummated, SSG
will be entitled to reimbursement for all of SSG's reasonable
out-of-pocket expenses incurred in connection with the subject
matter of the Agreement.

J. Scott Victor, managing director of SSG Advisors, LLC, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

SSG can be reached at:

     J. Scott Victor
     SSG Advisors, LLC
     Five Tower Bridge, Suite 420
     300 Barr Harbor Drive
     West Conshohocken, PA 19428           
     Phone: (610)940-5802
     Fax: (610)940-3875
     E-mail: jsvictor@ssgca.com

                   About Unilife Corporation

Unilife Corporation -- http://www.unilife.com-- is a U.S.-based  
developer and commercial supplier of injectable drug delivery
systems.  Unilife has a portfolio of innovative, differentiated
products with a primary focus on wearable injectors.  Products
within each platform are customizable to address specific customer,
drug and patient requirements.

Unilife Corporation filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y.. Case No. 17-10805) on April 12, 2017.  The Hon. Laurie
Selber Silverstein presides over the case. Cozen O'Connor, Esq.
represents the Debtor as counsel.

The Debtor disclosed total assets of $82.98 million and total
liabilities of $201.07. The petition was signed by John Ryan, chief
executive officer.


UNITI GROUP: Fitch Assigns BB- Rating to Sr. Unsec. Notes Due 2024
------------------------------------------------------------------
Fitch rates Uniti Group Inc.'s senior unsecured notes due 2024
'BB-'/'RR4'. Uniti is offering $200 million of additional senior
unsecured notes in a reopening of its existing 7.125% senior
unsecured notes due 2024. Uniti and its co-issuer CSL Capital, LLC,
have Long-Term Issuer Default Ratings (IDR) of 'BB-' with a Stable
Outlook.

Proceeds are expected to be used to partially finance the purchase
price of the pending acquisitions of Southern Light, LLC and Hunt
Telecommunications, LLC. In addition to the current offering,
Uniti's recent equity offering has raised gross proceeds of $517.5
million to fund the cash consideration for both acquisitions. The
Hunt and Southern Light transactions are to close in the second and
third quarters of 2017, respectively, following customary
approvals.

KEY RATING DRIVERS

Slight Rise in Leverage: Uniti's gross leverage has increased
slightly as a result of the May 2016 PEG Bandwidth acquisition and
the August 2016 Tower Cloud acquisition. For 2016, gross leverage
(total debt/EBITDA) was approximately 6.2x according 50% equity
treatment for the preferred stock issued in the PEG Bandwidth
transaction. Based on management comments about opportunities
within a robust transaction pipeline and desire to diversify across
various asset classes, Fitch anticipates that Uniti will announce
further transactions over time. As these opportunities come to
fruition, Fitch expects Uniti to finance transactions such that
gross leverage would remain relatively stable and should remain in
the high-5x range over the longer term.

Very Stable Cash Flow: A substantial portion of Uniti's current
revenues are generated under a master lease with Windstream
Holdings, under which Windstream has exclusive access to the
assets. The lease currently produces slightly more than $650
million in cash revenues annually. Fitch expects Uniti to have very
stable cash flows, owing to the fixed (and modestly increasing)
nature of the long-term lease payments from Windstream and the
contractual nature of the revenue streams in Uniti's operating
businesses.

The term of the master lease is for an initial term of 15 years (to
2030). There is some risk at renewal that under the "any or all"
provision at renewal Windstream could opt not to renew certain
markets, or renegotiate terms at such time for those markets.
However, this renewal risk is well into the future, given the
initial 15-year term. Fitch expects all markets to be renewed under
the master lease, since Windstream would either incur significant
capital expenditures to overbuild Uniti or find a buyer for its
operating assets (routers, switches, etc.) and successor tenant for
its leased assets. Protection is provided to Uniti by the terms of
the master lease, which could require Windstream to sell its
operating properties in the event of default. Uniti's facilities
would be essential to the operations of Windstream on a
going-concern basis, or to a successor company.

Relatively New Business Model: Under the master lease, Uniti owns
mainly fiber and copper assets that it leases back to Windstream on
an exclusive basis. Windstream continues to operate the retail
business and owns all of the electronics associated with providing
telecom services.

Tenant Concentration: The master lease with Windstream (Long-Term
IDR 'BB-') provides approximately 70% of Uniti's revenues on a pro
forma basis for the recently announced acquisitions. At the
spin-off, nearly all revenues were from Windstream and Uniti's IDR
was initially capped at the same level as Windstream's. In Fitch's
view, the improved diversification is a positive for Uniti's credit
profile.

Seniority: Fitch notes that Uniti's master lease is with Windstream
Holdings (Holdings) and that Holdings is subordinate to the
operations at Windstream Services. However, Fitch believe Uniti's
assets will be essential to Windstream Services operations and a
priority payment.

Geographic Diversification: In Fitch's view, Uniti's geographic
diversification is solid, given Windstream's geographically diverse
operations and the expanded footprint provided by recent
acquisitions, primarily PEG Bandwidth and Tower Cloud.

KEY ASSUMPTIONS

-- Fitch expects Uniti's revenue to grow approximately 14% to 16%

    in 2017 owing to acquisitions in 2016 and the 2017 Hunt
    acquisition which Fitch assumes will close in 3Q17.

-- Fitch expects margins to decline due to acquisitions of
    operating businesses and the low initial margins in the tower
    business (these margins improve as tenants are added).

-- Fitch has assumed Uniti will continue to be acquisitive and
    that it will fund transactions with a mix of debt and equity
    that can maintain relatively stable credit metrics.

-- Uniti will target long-term net leverage in the mid-5x range;
    Fitch expects gross leverage to be in the high-5x range.

-- Fitch expects capital spending in the $95 million to $115
    million range in line with company guidance on spending for
    Uniti Fiber and Uniti Towers, and a nominal amount of spending

    in the consumer CLEC business and other areas.

RATING SENSITIVITIES

Positive Rating Action: A positive action is unlikely in the
absence of an upgrade of Windstream, although an upgrade could be
considered if Uniti targets gross debt leverage of 5.2x to 5.3x or
lower and 25%-30% of its revenue and EBITDA is derived from tenants
with a credit profile materially stronger than Windstream's.

Negative Rating Action: A negative rating action could occur if
gross debt leverage is expected to be 6x or higher for a sustained
period. In addition, a downgrade of Windstream would likely result
in a similar downgrade of Uniti in the absence of greater revenue
diversification. Also, the acquisition of assets and subsequent
leases to tenants that have a weaker credit and operating profile
than Windstream could affect the rating, if such assets are a
material proportion of revenues.

LIQUIDITY

Liquidity Profile: Uniti's $500 million revolving credit facility
(RCF; due 2020), which had $500 million available on Dec. 31, 2016,
provides sufficient backstop for liquidity needs. Fitch expects
Uniti will restore revolver availability following transactions by
terming out borrowings over time by more permanent means of equity
and debt funding. The company had $172 million in cash at Dec. 31,
2016.

In February 2017, the company completed a repricing of the term
loan, reducing the interest rate 50 basis points (bps) to LIBOR
plus 3.00%. The repricing will save $10 million annually.

Other than the RCF, which matures in 2020, there are no major
maturities until 2022 when the $2.1 billion term loan matures.

At-the-Market (ATM) Common Stock Offering Program: Uniti has an ATM
program that allows for the issuance of up to $250 million of
common equity to keep the capital structure in balance when funding
capital expenditures in the tower or fiber operating businesses as
well as to finance small transactions.


UNITI GROUP: New Notes Offer No Impact on Moody's B2 CFR
--------------------------------------------------------
Moody's Investors Service said Uniti Group Inc.'s (formerly
Communications Sales and Leasing, Inc.) Caa1 (LGD5) senior
unsecured debt rating is unchanged following the $200 million
add-on to its 7.125% unsecured notes. Proceeds from the issuance,
along with new equity raised and cash on hand, will be used to fund
the $700 million purchase of Southern Light, LLC ("Southern Light"
or "SL"). All other ratings including the company's B2 corporate
family rating (CFR) and stable outlook are also unchanged.

Southern Light is a communications infrastructure provider
operating in the Southeast United States. The deal will expand
Uniti's fiber asset base and construction capacity and Uniti
expects to achieve $10 million in cost synergies within 24 months.
There is significant operational overlap between Southern Light and
Uniti's pending acquisition of Hunt Telecom. Both targets have
dense networks in Louisiana which, once rationalized, could lead to
expense savings. Uniti will also expand its presence in the E-Rate
market and gain an important business relationship with the
Department of Defense.

The Hunt and Southern Light transactions will increase Uniti's
capital intensity and perpetuate the company's weak free cash flow.
But, the acquisition of in-house construction teams should help
improve capital costs over time. Moody's expects Uniti will
continue its aggressive M&A strategy as it moves to diversify from
Windstream Holdings, Inc. (parent of Windstream Services, LLC; B1,
negative), its largest source of revenues. Moody's expects Uniti to
continue to include equity financing in its future deals such that
leverage remains below 6.5x (Moody's adjusted), the level Moody's
has identified as the limit for Uniti's B2 rating.

Uniti's B2 CFR primarily reflects its reliance upon Windstream for
approximately 70% of pro forma revenues and Uniti's rating will
remain linked with Windstream unless or until it can diversify its
revenue stream such that Windstream represents meaningfully less
than half of Uniti's total revenues. The rating also contemplates
Uniti's high leverage of around 6x and its limited retained free
cash flow as a result of its high dividend payout and the growing
capital intensity of acquired businesses. Offsetting these limiting
factors are Uniti's stable and predictable revenues, its high
margins and the strong contract terms within the master lease
agreement between it and Windstream. Uniti's recent acquisitions
represent a growing degree of revenue diversification which may
help to eventually create some ratings separation between Uniti and
Windstream. But Uniti's financial policy, specifically its
potential use of debt to fund M&A, and high leverage both constrain
its rating.

Uniti Group, Inc. is a publicly traded, real estate investment
trust (REIT) that was spun off from Windstream Holdings, Inc. in
April of 2015.


UNITI GROUP: S&P Assigns 'B-' Rating on New $200MM Unsec. Notes
---------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level and '6' recovery
rating to Little Rock, Ark.-based telecom REIT Uniti Group Inc.'s
proposed $200 million senior unsecured notes due 2024.  The '6'
recovery rating indicates S&P's expectation for negligible (0%-10%;
rounded estimate: 0%) recovery in the event of a payment default.

S&P expects the company to use the net proceeds, along with
proceeds from its recent equity offering and stock, to fund its
$700 million acquisition of Southern Light LLC, which was announced
earlier this month.  The company will also use proceeds from the
equity offering to fund its recently announced $170 million
acquisition of Hunt Telecommunications LLC.

S&P's 'B+' corporate credit rating and stable outlook on Uniti
remain unchanged.  Pro forma for the transactions, S&P expects a
modest improvement in key credit metrics, including adjusted
leverage in the mid-5x area over the next couple of years compared
with S&P's previous forecast for leverage in the mid- to high-5x
area.  The improvement primarily reflects the significant equity
contribution to fund the acquisitions combined with S&P's
expectation for modest EBITDA growth and about $12 million of cost
synergies over the next couple of years, which S&P believes are
achievable.

"We view the acquisitions of Southern Light and Hunt favorably
since they will contribute to diversifying Uniti's asset base while
reducing the company's reliance on rental revenue from its primary
tenant Windstream.  We expect that non-Windstream revenue, pro
forma for the Southern Light and Hunt acquisitions, will account
for around 30% of total revenue compared with about 20% prior to
the transactions.  Moreover, we believe the acquisitions will
further expand Uniti's fiber network and broaden its capabilities
across key customer segments, including wireless carriers,
enterprise, and military customers.  In addition, we expect the
acquisitions will provide additional opportunities for
fiber-to-the-tower wireless backhaul and dark fiber sales to
support small cell deployment.  Still, the ratings continue to
reflect that a majority of Uniti's cash flow is derived from
Windstream and our overall view that Uniti's credit quality remains
tethered to Windstream until it is able to further diversify its
revenue base," S&P said.

RATINGS LIST

Uniti Group Inc.
Corporate credit rating                       B+/Stable/--

New Rating
Uniti Group Inc.
Uniti Fiber Holdings Inc.
CSL Capital LLC
$200 mil sr unsecd notes due 2024            B-
  Recovery rating                             6(0%)


UNITY COURIER: Hires Katz Law and Meadows as Counsel
----------------------------------------------------
Unity Courier Service, Inc., seeks authorization from the U.S.
Bankruptcy Court for the Central District of California to employ
Law Offices of Ira Benjamin Katz, a professional corporation and
Law Offices of David W. Meadows as general bankruptcy counsel.

On March 22, the Debtor asked Katz Law to provide legal services.
Given the magnitude of the case, Katz Law approached Meadows about
his serving as co-counsel on this case.

The Debtor requires Katz Law and Meadows to:

      a. advise the Debtor regarding its rights and
responsibilities as chapter 11 debtor and debtor-in-possession,
specifically including the requirements of the Bankruptcy Code, the
Bankruptcy Rule, the Local Bankruptcy Rules, the UST's Notice of
Requirements for Chapter 11 Debtor-in-Possession, and other UST
requirements, and how the application of such provisions relate to
the administration of the Debtor's estate;

      b. advise and assist the Debtor in connection with the
preparation of certain documents to be filed with the Bankruptcy
Court and/or the UST, including without limitation, the Schedules
of Assets and Liabilities, Statement of Financial Affairs, and
other such documents;

      c. represent the Debtor with respect o bankruptcy issues in
the context of its pending chapter 11 Case;

      d. advise, assist and represent the Debtor in the
negotiation, formulation and confirmation of a plan of
reorganization; and

      e. perform additional legal services as may be reasonably
necessary or appropriate in this chapter 11 case.

Katz Law and Meadows are separate law firms.  Katz Law practices
primarily in the case of business bankruptcy law, debtor-creditor
matters, and litigation in both state and federal courts. Meadows
practices primarily in the areas of business bankruptcy and
debtor-creditor matters.

Katz Law and Meadows will be responsible for ensuring that there
will not be duplications of fees and services in representing the
Debtor.

The Debtor will compensate Katz Law at the rate of $595 per hour
and Meadows at the rate of $550 per hour.

Between March 22, 2017 and the filing of the Debtor's petition for
relief, Katz Law rendered $17,195.50 in legal services and advanced
$1,741 in costs for a UCC search ($24) and for the chapter 11
filing fee ($1,717) on behalf of the Debtor.

Between March 24, 2017 and the filing of the Debtor's petition for
relief, Meadows rendered $6,435 in legal services on behalf of the
Debtor.

Pre-petition, the Debtor paid Katz Law a retaining deposit of
$75,000 of which $15,000 came directly for the Debtor and $60,000
came from the Client Trust Account of Alan F. Broidy, former
bankruptcy counsel for the Debtor, which were the Debtor's funds.

Katz Law and Meadows will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Ira Benjamin Katz, Esq., sole shareholder of the Law Offices of Ira
Benjamin Katz, a professional corporation, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.

David W. Meadows, Esq., Law Offices of David W. Meadows, 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.

Katz Law and Meadows can be reached at:

      Ira Benjamin Katz, Esq.
      Law Offices of Ira Benjamin Katz,
      a professional corporation
      1925 Century Park East, Suite 1700
      Los Angeles, CA 90067
      Tel: (310)282-8580

         - and -
     
      David W. Meadows, Esq.
      Law Offices of David W. Meadows
      1801 Century Park East, Suite 1235
      Tel: (310)557-8490
      Mobile: (310)613-9887
      E-mail: david@davidmeadowslaw.com

                    About Unity Courier Service

Unity Courier Service, Inc., is a courier services provider.  It
delivers individually addressed letters, parcels, and packages to
customers in the United States.

Unity Courier Service sought Chapter 11 protection (Bankr. C.D.
Cal. Case No. 17-13943) on March 31, 2017, estimating assets and
liabilities in the range of $1 million to $10 million.  The
petition was signed by Larry Lum, president.

Judge Ernest M. Robles is assigned to the case.

The Debtor employed Ira Benjamin Katz, a professional corporation
and the Law Offices of David W. Meadows as general bankruptcy
counsel.


VANGUARD NATURAL: Court Okayed Procedures for O&G Assets Sale
-------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
Vanguard Natural Resources' motion for (i) bidding procedures for
the sale of certain oil and gas assets, bid protections for the
stalking horse purchaser and (ii) an the sale of assets free and
clear of all liens, claims, interests and encumbrances.  As
previously reported, "Following several months of prepetition and
postpetition arm's-length and good faith negotiations, on March 20,
2017, Seller and OXY USA, the Stalking Horse Purchaser entered into
the PSA, pursuant to which, subject to Court approval, the Stalking
Horse Purchaser has agreed to purchase Seller's Assets for a
purchase price of approximately $78,332,000, subject to customary
purchase price adjustments and the establishment of escrows. Buyer
will provide a cash deposit equal to 20% of the Purchase Price. The
PSA provides for the payment to the Stalking Horse Purchaser of a
break-up fee equal to 3.0% of the unadjusted Purchase Price, or
$2,349,960 (the 'Break-up Fee') upon the earliest of (i)
immediately following consummation of the Competing Transaction
that was the basis for the termination of the PSA, (ii) if Seller
does not consummate the Competing Transaction that was the basis
for the termination of the PSA, then upon termination of such
Competing Transaction, and (iii) 60 days after the termination of
the PSA."

              About Vanguard Natural Resources

Vanguard Natural Resources, LLC -- http://www.vnrllc.com/-- is a  

publicly traded limited liability company focused on the
acquisition, production and development of oil and natural gas
properties.  Vanguard's assets consist primarily of producing and
non-producing oil and natural gas reserves located in the Green
River Basin in Wyoming, the Permian Basin in West Texas and New
Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and
Alabama, the Anadarko Basin in Oklahoma and North Texas, the
Piceance Basin in Colorado, the Big Horn Basin in Wyoming and
Montana, the Arkoma Basin in Arkansas and Oklahoma, the Williston
Basin in North Dakota and Montana, the Wind River Basin in
Wyoming, and the Powder River Basin in Wyoming.

The Debtors listed total assets of $1.54 billion and total debts
of $2.3 billion as of Feb. 1, 2017.

Paul Hastings LLP is serving as legal counsel and Evercore
Partners is acting as financial advisor to Vanguard.  Opportune LLP
is the Company's restructuring advisor.  Prime Clerk LLC is serving
as claims and noticing agent.

Judy R. Robbins, the U.S. Trustee for Region 7, on Feb. 14, 2017,
appointed three creditors to serve on the official committee of
unsecured creditors appointed in the Debtor's case.  The Committee
hired Akin Gump Strauss Hauer & Feld LLP as counsel and FTI
Consulting, Inc. as financial advisor.

Attorneys for Citibank, N.A, as administrative agent under the
Third Amended and Restated Credit Agreement, dated as of September
30, 2011, are Chris Lopez, Esq., Stephen Karotkin, Esq., and
Joseph H. Smolinsky, Esq., at Weil Gotshal & Manges LLP.


VECTOR ARMS: Asks Court to Conditionally Approve Plan Disclosures
-----------------------------------------------------------------
Vector Arms, Corp. filed a motion asking the U.S. Bankruptcy Court
for the District of Utah to conditionally approve their second
amended combined disclosure statement and plan of reorganization.

The Debtor also requested to set May 18, 2017, as the objection and
voting deadline; and June 1, 2017, at 10:00 a.m as the date for the
confirmation hearing.

The Debtor submits that the Combined Disclosure Statement and Plan
contains adequate information within the meaning of section 1125 of
the Bankruptcy Code for the Court to approve it and will ask the
Court to do so on a conditional basis at the at the April 25, 2017,
hearing and a final basis at the June 1, 2017, Confirmation
Hearing.

The Combined Disclosure Statement and Plan contains itemized
estimates of the value of the Debtor's assets and a clear statement
of the procedure for reorganizing the Debtor's business, obtaining
new capital in the form of the New Value Contribution, obtaining
financing through the Secured Financing Commitment, and if
required, liquidating the Debtor's assets to generate proceeds to
pay in full all allowed secured and unsecured claims.

Vector Arms, Corp. filed a Chapter 11 petition (Bankr. D. Utah Case
No. 15-21039) on February 11, 2015, and is represented by Brian M.
Rothschild, Esq., at Parsons Behle & Latimer.


VP LITTCO: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: VP Littco Inc.
           dba Glass Doctor of Peoria & Bloomington
        316 Detroit Avenue, Suite 100
        Morton, IL 61550

Case No.: 17-80599

Business Description: Established in 1962 with one shop in
                      Seattle, Wash., Glass Doctor offers complete
                      glass repair, replacement and services to
                      the residential, automotive, and commercial
                      markets at more than 270 locations in the
                      United States and Canada.  Glass Doctor
                      began franchising in 1977 and in 1998 joined
                      The Dwyer Group, Inc., an international
                      franchisor of service industry companies.  
                      At that time the company's corporate
                      headquarters relocated to Waco, Texas.  Now
                      there are more than 180 Glass Doctor
                      franchise owners across the United States
                      and Canada.

                      Web site: https://glassdoctor.com/

Chapter 11 Petition Date: April 24, 2017

Court: United States Bankruptcy Court
       Central District of Illinois (Peoria)

Judge: Hon. Thomas L. Perkins

Debtor's Counsel: Sumner Bourne, Esq.
                  RAFOOL, BOURNE & SHELBY, P.C.
                  411 Hamilton Blvd #1600
                  Peoria, IL 61602
                  Tel: (309) 673-5535
                  E-mail: sbnotice@mtco.com

Estimated Assets: $100,000 to $500,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Paul R. Litten II, vice
president/secretary.

A copy of the Debtor's list of 19 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilcb17-80599.pdf


WESTINGHOUSE ELECTRIC: Section 341(a) Meeting Set for June 20
-------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
of Westinghouse Electric Company LLC and its debtor-affiliates on
June 20, 2017, at 2:30 p.m., at the United States Bankruptcy Court
for the Southern District of New York, One Bowling Green, Room 511,
Fifth Floor, New York, New York.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                   About Westinghouse Electric

Westinghouse Electric Company LLC --
http://www.westinghousenuclear.com/-- is a U.S. based nuclear    
power company founded in 1999 that provides design work and
start-up help for new nuclear power plants and makes many of the
components.  Westinghouse manufactures and supplies the commercial
fuel products needed to run the plants, and it offers training,
engineering, maintenance, and quality management services.  Almost
50% of nuclear power plants around the world and about 60% of U.S.
plants are based on Westinghouse's technology.  Westinghouse's
world headquarters are located in the Pittsburgh suburb of
Cranberry Township, Pennsylvania.  

On Oct. 16, 2006, Westinghouse Electric was sold for $5.4 billion
to a group comprising of Toshiba (77% share), partners The Shaw
Group (20% share), and Ishikawajima-Harima Heavy Industries Co.
Ltd. (3% share).  After purchasing part of Shaw's stake in 2013,
Japan-based conglomerate Toshiba obtained ownership of 87% of
Westinghouse.

Amid cost overruns at U.S. nuclear reactors it was building,
Westinghouse Electric Company LLC, along with 29 affiliates, filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10751) on March
29, 2017.

In their petition, the Debtors listed total assets of $4.32 billion
and total liabilities of $9.39 billion as of Feb. 28, 2017.  

The petitions were signed by AlixPartners' Lisa J. Donahue, chief
transition and development officer.

The Hon. Michael E. Wiles presides over the cases.  

Gary T. Holtzer, Esq., Robert J. Lemons, Esq., Garrett A. Fail,
Esq., and David N. Griffiths, Esq., at Weil, Gotshal & Manges LLP,
serve as counsel to the Debtors.  AlixPartners LLP serves as the
Debtors' financial advisor.  The Debtors' investment banker is PJT
Partners Inc.  Their claims and noticing agent is Kurtzman Carson
Consultants LLC.

Toshiba Nuclear Energy Holdings (UK) Ltd. is represented by Albert
Togut, Esq., Brian F. Moore, Esq., and Kyle J. Ortiz, Esq., at
Togut, Segal & Segal LLP.


WILSON'S OUTDOOR: Unsecureds May Get 100% from Liquidation Proceeds
-------------------------------------------------------------------
Wilson's Outdoor Services, LLC, filed with the U.S. Bankruptcy
Court for the Western District of Pennsylvania a disclosure
statement dated April 17, 2017, to accompany the Debtor's
liquidating plan dated April 17, 2017.

Class 10 General Unsecured Claims -- totaling $186,598.71 -- will
be paid all remaining proceeds from the liquidation up to 100% of
the allowed principal claim.  Class 10, General Unsecured Creditors
will be paid all remaining funds after payments to classes 1, 2, 3,
4, 5, 6, 7 and 8.  They will not receive interest on their claims
after the commencement of the case.  The ultimate dividend to the
unsecured class will depend on the results of the liquidation.

The Plan will be funded by the liquidation of all of the assets of
the Debtor and the distribution of the proceeds to the creditors in
accordance with the Plan.  

The Debtor has filed a motion to authorize an auction of their
assets at the Motion to Authorize an Auction sale filed on April
17, 2017.  The Debtor has requested authority for Pyle Equipment
Auctions to conduct a public auction.  The proceeds of the Auction,
after payments to the secured creditors, will be paid to the
Disbursing Agent, who will make distributions in accordance with
the Plan.  The principals of the Debtor will dedicate up to $20,000
of the proceeds from the sale of their personal equipment to this
plan to fund the administrative expenses and provide a distribution
to unsecured creditors.  The Auctioneer will pay the secured claims
from the sale of the equipment.  The net proceeds will deposited
into the distribution account will be distributed to the unsecured
creditors, if available.

The Disclosure Statement is available at:

          http://bankrupt.com/misc/pawb16-22190-155.pdf

As reported by the Troubled Company Reporter on Nov. 30, 2016, the
Debtor filed with the Court a disclosure statement to accompany the
Debtor's small business plan dated Nov. 14, 2016, which proposed
that Class 10 General Unsecured Creditors be paid the sum of
$186,598.71 over five years.  They would not receive interest on
their claims after the commencement of the case.  The dividend was
anticipated to be 100% of the allowed claims as of the date the
case was filed.  

                    About Wilson's Outdoor

Wilson's Outdoor Services, LLC, operates an excavation business and
provides services for companies in the energy industry.  The Debtor
also provides snow removal services in the winter months.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Pa. Case No. 16-22190) on June 14, 2016.  The
Debtor is represented by David Z. Valencik, Esq., and Donald R.
Calaiaro, Esq., at Calaiaro Valencik.


WORLDS ONLINE: Reports $321K Net Income for 2016
------------------------------------------------
Worlds Online, Inc., filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$321,165 on $3.564 million of total revenue for the year ended Dec.
31, 2016, compared with a net loss of $1.84 million on $1.270
million of total revenue for the year ended Dec. 31, 2015.

Revenue increased by $2.293 million to $3.564 million for the year
ended Dec. 31, 2015 from $1,270,176 in the year ended Dec. 31,
2015, an increase of 180%.  The increase in the Company's revenue
is due to the implementation of MariMed's business plan during
2016.

According to the Company, additional funds will need to be raised
in order for the company to move forward with MariMed's business
plans.  No assurances can be given that it will be able to raise
any additional funds.

During 2017, in addition to its efforts to increase sales in its
existing MariMed operations, the Company plans to attempt to expand
its business by supporting more winning applications, management
and turnkey solutions in the states of Delaware, Massachusetts,
Maryland, Pennsylvania, Illinois and Nevada as well as increasing
real estate income in Delaware, Illinois, Massachusetts and
Maryland. The Company also expects to launch its new licensed
branded product line called Kalm Fusion, enter into strategic
alliances and relationships, explore acquisition opportunities,
develop additional products and continue to extend its focus in the
medical marijuana market through the growth of the Company's
existing sales channels and through a variety of additional sales
channel relationships which are currently being explored.

As of Dec. 31, 2016, Worlds Online had $8.56 million in total
assets, $9.1 million in total liabilities and a $551,400 total
stockholders' deficit.

L&L CPAS, PA issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016.
he Company has suffered recurring operating losses, has an
accumulated stockholders’ deficit, has negative working capital,
has had minimal revenues from operations, and has yet to generate
an internal cash flow that raises substantial doubt about its
ability to continue as a going concern.

A full-text copy of the Form 10-Q is available for free at:
https://is.gd/7Lh9p4

                     About Worlds Online

Based in Brookline, Mass., Worlds Online Inc. currently operates in
two separate segments with one segment being a 3D entertainment
portal which leverages its proprietary licensed technology to offer
visitors a network of virtual, multi-user environments which the
Company calls "worlds" and the second segment, MariMed Advisors,
being a management company in the medical cannabis industry.

For the year ended Dec. 31, 2015, Worlds Online reported a net loss
of $1.84 million following a net loss of $7.42 million in 2014.

L&L CPAS, PA, in Cornelius, NC, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has suffered recurring
operating losses, has an accumulated stockholders' deficit, has
negative working capital, has had minimal revenues from operations,
and has yet to generate an internal cash flow that raises
substantial doubt about its ability to continue as a going concern.


                            *********

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
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
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Editors.

Copyright 2017.  All rights reserved.  ISSN: 1520-9474.

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