TCR_Public/170510.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, May 10, 2017, Vol. 21, No. 129

                            Headlines

121-08 JAMAICA: Unsecureds to Get 10% from Sale of Property
125 CANAL STREET: Taps Peter Iascone & Associates as Counsel
14885 INWOOD: Hires Palmer & Manuel as Special Counsel
8760 SERVICE: Cullum Buying Assets for $1.5 Million
ADVANCED SOLIDS: Selling Furniture on Consignment with H. Lancaster

ADVANTAGE SALES: S&P Puts 'B' CCR on Watch Pos. Amid Potential IPO
AEROSPACE HOLDINGS: Committee Has Drinker Biddle as Attorneys
AGENT PROVOCATEUR: U.S. Trustee Forms 3-Member Committee
ALM MEDIA: S&P Lowers CCR to 'B-' on Thin Covenant Cushion
AMAG PHARMACEUTICALS: S&P Affirms 'B+' CCR; Outlook Remains Stable

AQUION ENERGY: Committee Taps Klehr Harrison as Co-Counsel
AQUION ENERGY: Committee Taps Lowenstein Sandler as Counsel
ARCONIC INC: Reports $322 Million Net Income for First Quarter
ARLINGTON APARTMENTS: Bretwood Buying All Assets for $3.05 Million
ASTORIA ORGANIC: Bids for Organic Processing Facility Due June 9

AVAYA INC: Disclosure Statement Hearing Set for May 25
AZTEC OIL: June 14 Deadline to File Plan Objections
BALDWIN PARK: Hires Orantes Law as General Insolvency Counsel
BELLS FOOD: Case Summary & 20 Largest Unsecured Creditors
BERNARD MADOFF: Int'l Comity Issues Don't Require Clawback Appeal

BILL BARRETT: Incurs $13.1 Million Net Loss in First Quarter
BIOSTAGE INC: Has 37.1M Shares Outstanding as of April 24
BLANKENSHIP FARMS: Trustee Taps Evans as Real Estate Agent
BUY WHOLESALE: Gets Approval of Plan to Exit Bankruptcy
CAR CHARGING: Justin Keener Reports 5.5% Stake as of April 26

CARE CAPITAL: S&P Affirms 'BB+' CCR Following Announced Merger
CDK GLOBAL: S&P Affirms 'BB+' CCR on Proposed Notes Issuance
CENTURY COMMUNITIES: Moody's Rates New $300MM Sr. Unsec. Notes B3
CENTURY COMMUNITIES: S&P Assigns 'B' Rating on $300MM Notes
CHELLINO CRANE: Case Summary & 30 Largest Unsecured Creditors

CHURCH OF THE LIVING GOD: Taps Dunlap Law as Attorney
COHEN GRAND: Involuntary Chapter 11 Case Summary
CONSTELLATION ENTERPRISES: US Trustee, et al. Object to Ch. 11 Deal
DART MUSIC: Heritage Global to Manage Sale, May 31 Auction Set
DENTON HARDWOODS: Wants to Use BB&T's Cash Collateral

DEWEY & LEBOEUF: Former CFO Convicted in Split Verdict
DIGICEL INT'L: Term Loan Upsize No Impact on Fitch B+ Rating
DIRECTBUY HOLDINGS: Ex-Franchisee Can't Evade 3 Yrs. of Tax Debt
DIVERSITECH HOLDINGS: S&P Assigns 'B' CCR; Outlook Stable
EAST WEST COPOLYMER: U.S. Trustee Forms 3-Member Committee

EMERALD EXPOSITIONS: Moody's Hikes Corporate Family Rating to B1
EMERALD EXPOSITIONS: S&P Raises CCR to 'BB-' on Debt Repayment
ENERGY FUTURE: NextEra Seeks New Hearing on Oncor Takeover
ESCO MARINE: Hilco Redevelopment Completes Asset Acquisition
EXPRESS CANADA: To Restructure Under CCAA; A&M as Monitor

FB MALL: Seeks to Hire Peter Iascone & Associates as Counsel
FIRST HORIZON: Fitch Affirms 'B' Preferred Stock Rating
FIRSTLIGHT HYDRO: Fitch Affirms BB- Rating on $320MM Bonds
FOCUS FINANCIAL: Moody's Assigns B1 Corporate Family Rating
FORD MOTOR: Laying Off 130 Workers in Ohio Due to Softening Demand

FOUR WELLS: Taps NAI Daus as Real Estate Broker
FREDDIE MAC: Reports Net Income $2.2 Billion for First Quarter
FRESH ICE CREAM: Auction of All Assets on June 7
FULLBEAUTY BRANDS: S&P Lowers CCR to CCC+ on Capital Structure
FUSIONPHARM INC: Intends to Liquidate & Dissolve Business

G BOONES: Taps Sherman Law as Bankruptcy Counsel
G BOONES: U.S. Trustee Unable to Appoint Committee
GANDER MOUNTAIN: Enters Into Asset Purchase Agreement with CWI
GANDER MOUNTAIN: Going-Out-Of-Business Sales Under Way at Stores
GENERAL MOTORS: 2nd Cir. Junks Doris Phillips' Bid to Sue for Fraud

GENERAL WIRELESS: Proposes Procedures for De Minimis Assets Sales
GENON ENERGY: Incurs $37 Million Net Loss in First Quarter
GYMBOREE CORP: Plans Store Closures as Part of Bankruptcy
HANCOCK FABRICS: May Poll Creditors on Liquidation Plan
HANOVER INSURANCE: Fitch Affirms BB+ Ratings on 2 Debt Classes

HARTFORD, CT: Nobody Wins if City Goes Bankrupt
HRG GROUP: Fitch Puts B Long-Term IDR on Rating Watch Negative
HUDSON'S BAY CO: S&P Cuts CCR to 'B' on Weak Operating Performance
ICEBOX MERGER: Moody's Assigns B3 Corporate Family Rating
IGNITE RESTAURANT: Preparing to File for Bankruptcy

INTREPID POTASH: Incurs $13.7 Million Net Loss in First Quarter
ION GEOPHYSICAL: Terminates ATM Program with Evercore
JEWELRY BY JENNIFER: Unsecureds to Get Monthly Payment of $300
JOHN SANDERS: Brookses Buying Las Vegas Property for $560K
JONESBORO HOSPITALITY: Has Final OK To Use Cash Collateral

LANDMARK HOSPITALITY: Plan Confirmation Hearing Moved to Aug. 2
LBI MEDIA: Moody's Assigns LD Designation to 'Caa2' PDR
LEHMAN BROTHERS: 2nd Circuit Upholds Dismissal of Worker Stock Suit
LEHMAN BROTHERS: 2nd Circuit Upholds Dismissal of Worker Stock Suit
LEVEL ACRES: Has Court's Final Nod to Use Cash Collateral

LEWISTON SHOPPING: Hires Richard Pastor as Bookkeeper
MACK INDUSTRIES: Wants to Use Amalgamated Bank's Cash Collateral
MEMORIAL PRODUCTION: Davis Polk Advises Noteholders in Ch. 11
METCOM NETWORK: Hires ACT Financial & Tax Services as Accountants
MICHAEL SCHUGG: Grant Lyon Appeals Ruling Tossing Road Easement Row

MILFORD AUTO: Hires Fellrath as Bankruptcy Counsel
NEPHROS INC: Chief Financial Officer Astor Now Serving Full-Time
NEW JERSEY MICRO-ELECTRONIC: Wants to Use Spencer's Cash Collateral
NGL ENERGY: Fitch Lowers LT Issuer Default Rating to B
NORTEL NETWORKS: Plans Support Agreement Now Effective

NUVERRA ENVIRONMENTAL: Has Interim Nod to Obtain DIP Financing
NVA HOLDINGS: $150MM Debt Issuance No Impact on Moody's B3 CFR
ORBITE TECHNOLOGIES: Under CCAA Protection, PwC Named as Monitor
PANDA TEMPLE: Hires Prime Clerk as Claims and Noticing Agent
PARAGON SHIPPING: Closes $500,000 Financing with Investor

PASSAGE VILLAGE: Hires Capozzi Adler as Special Counsel
PAYLESS HOLDINGS: Files Exit Plan, Aims to Cut Debt to $469-Mil.
PLATINUM PARTNERS: Ex-Managing Director Wants Probe on Jury Leak
PUERTO RICO: Fitch Ratings Unchanged by PROMESA Bankr. Filing
PUERTO RICO: Insurers Sue Govt. for Violating Restructuring Law

PUERTO RICO: Two Law Firms File FINRA Claim Against UBS Financial
RENAISSANCE DEVELOPMENT: May Obtain $25,000 From Managing Member
SABRA HEALTH: Fitch Puts BB+ Ratings on Rating Watch Positive
SABRA HEALTH: Moody's Puts Ba3 CFR on Review
SABRA HEALTH: S&P Puts 'BB-' CCR on CreditWatch Positive

SALEM MEDIA: Moody's Rates Proposed $255MM Senior Secured Notes B2
SCOTT RESIDENTIAL: Hires Galloway Wettermark Everest as Attorneys
SEARCHMETRICS INC: Case Summary & 20 Largest Unsecured Creditors
SECURED ASSETS: Hires Dickinson to Sell Nevada Condo Unit for $75K
SEGHO TRANS: Hires John F. Sommerstein as Counsel

SHORB DCE: Wants to Use East West Cash Collateral Until July 2017
SLUSS & RAY: Has Court's Final Nod to Use Cash Collateral
SONSVEST LLC: Taps McCarthy Reynolds & Penn as Bankruptcy Counsel
SPARTAN SPECIALTY: Seeks Approval of Hamilton Cash Collateral Deal
SQUARETWO FINANCIAL: U.S. Trustee Objects to Plan Confirmation

SUNIVA INC: Hires Garden City Group as Claims and Noticing Agent
THINKFILM LLC: Appeals Court Axes David Bergstein's Malpractice Win
TOWN SPORTS: Moody's Revises Outlook to Stable & Affirms Caa2 CFR
UNILIFE CORP: Court Okays Bidding Procedures for Assets
UNILIFE CORP: Hires Duane Morris as Special Counsel

UNITED ROAD: Sale of All Assets to Medley for $40M Closed on May 2
UTTX HOSPITALITY: Case Summary & Unsecured Creditor
VANITY SHOP: Hires Bell Bank as Trustee for ERISA Plan
VANITY SHOP: Hires Eide Bailly as Auditor for ERISA Plan
WALTON INTERNATIONAL: In CCAA Proceedings, E&Y Named as Monitor

WINDTREE THERAPEUTICS: Receives NASDAQ Share Delisting Notice
WK CAPITAL: INTRUST Buying 3 Pizza Huts Branches for $1 Million
YELLOW CAB: Taxi Affiliation Tries to Stop Claw Back of $7M
[*] ADVWG Applauds Investigation Into Asbestos Bankruptcy Trusts
[*] Bittner to Head Mackinac's Southwest Restructuring Practice

[*] Farms Exceed Chapter 12 Bankruptcy Debt Limit
[*] Justin R. Wall Barred From Practicing Law for 30 Days

                            *********

121-08 JAMAICA: Unsecureds to Get 10% from Sale of Property
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York will
hold on June 13, 2017, at 10:00 a.m. a hearing to consider the
approval of 121-08 Jamaica Avenue LLC's first amended disclosure
statement dated May 1, 2017, referring to the Debtor's first
amended plan of reorganization.

Objections to the Disclosure Statement must be filed no later than
seven days prior to the hearing date.

The Court has scheduled the hearing on confirmation of the Plan for
July 26, 2017, at 9:00 a.m.

The Plan will be funded with the net proceeds from the refinance,
private sale or auction of the real property located at 121-08
Jamaica Avenue, Richmond Hill, New York 11418.

Holders of allowed Class 3 General Unsecured Claims receive 100% of
their Allowed Class 3 Claims from distributions from the future
refinance or private sale, or a pro rata share up to 10% of their
Allowed Class 3 Claims from a public auction of the Property after
payment of all unclassified, Administrative, Priority,
post-Effective Date legal fees, Class 1 Claims and Class 2 Claims,
within 10 business days of the sale closing date.  Class 3 Allowed
Unsecured Claims are impaired under this Plan.  Allowed Class 3
Claims total approximately $77,102.95.

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

           http://bankrupt.com/misc/nyeb16-40437-76.pdf

121-08 Jamaica Avenue LLC owns and operates the real property
located at 121-08 Jamaica Avenue, Richmond Hill, New York 11418.

The Debtor filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No.
16-40437) on Feb. 2, 2016, and is represented by Dawn Kirby Arnold,
Esq., Delbello Donnellan Weingarten Wise, et al.


125 CANAL STREET: Taps Peter Iascone & Associates as Counsel
------------------------------------------------------------
125 Canal Street, LLC, seeks authorization from the US Bankruptcy
Court for the District of Rhode Island to employ Peter M. Iascone,
Gregory Sorbello and the law firm of Peter Iascone & Associates as
counsel.

The professional services that the attorneys are to render are:

     a. give the Debtor advice with respect to its powers and
duties as Debtor-in-possession in the continued operation of its
business, management of its property and reorganization;

     b. prepare on behalf of the Debtor the petition, schedules,
necessary motions, applications, answers, order, reports and other
legal paper;

     c. assist in formulating a reorganization plan for the payment
of creditors and to negotiate other financial institutions and
credits; and

     d. generally perform all other legal services required of the
Debtor as debtor-in-possession which may be necessary in the
furtherance of these proceedings.

Peter M. Iascone and Gregory Sorbello attest that all of the
attorneys at the firm of Peter Iascone & Associates are
"disinterested persons" as that term is defined under 11 U.S.C.
Sec. 101(14) and have no connection with the creditors or any party
in interest or their respective attorneys which would preclude them
from representation of the debtor as debtor-in-possession.

The Debtor has tendered $5,000 to counsel as a retainer and desires
to employ Counsel at the rate of $300 per hour for services
rendered and also reimburse Counsel for all expenses incurred.

The Firm can be reached through:

     Peter M. Iascone, Esq.
     Gregory Sorbello, Esq.
     PETER M. IASCONE & ASSOCIATES, LTD.
     117 Bellevue Ave
     Newport, RI 02840
     Tel: (401) 848-5200
     E-mail: piascone@aol.com

                     About 125 Canal Street

Headquartered at Providence, Rhode Island, 125 Canal Street, LLC
filed a petition under Chapter 11 of the Bankruptcy Code (Bankr.
D.R.I. Case No. 17-10602) on April 14, 2017.  Peter M. Iascone,
Esq. at Peter Iascone & Associates represents the Debtor.


14885 INWOOD: Hires Palmer & Manuel as Special Counsel
------------------------------------------------------
14885 Inwood Road, LLC, seeks authorization from the US Bankruptcy
Court for the Northern District of Texas, Dallas Division, to
employ Palmer & Manuel, LLP, and specifically Jeff Sandberg, as
special counsel for the Debtor.

Palmer & Manuel has been asked to assist the Debtor with its
insurance claim in connection with a fire, which occurred on
December 27, 2016, that has damaged at least two spaces of the
Debtor's properties.  Mr. Sandberg was assisting the Debtor prior
to its bankruptcy filing with respect to this insurance claim and
other matters.  The Debtor has paid Palmer & Manuel LLP $18, 524.10
for these services over the 90-day period leading up to the
bankruptcy filing.

Mr. Sandberg's current hourly rate is $350.00 per hour.

Jeff Sandberg attests that he is a "disinterested person" as that
term is defined in Section 101(14)  of the Bankruptcy Code and he
does not hold any interest adverse to the Debtor's estate with
respect to the Services upon which he is to be employed.

The Firm can be reached through:

     Jeff Sandberg
     PALMER & MANUEL LLP
     Campbell Centre I - North Tower
     8350 N. Central Expressway, Suite 1111
     Dallas, TX 75206
     Phone: 214-242-6444
     Fax: 214-265-1950

                 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.  The 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.


8760 SERVICE: Cullum Buying Assets for $1.5 Million
---------------------------------------------------
8760 Service Group, LLC, and Pelham Property, LLC, ask the U.S.
Bankruptcy Court for the Western District of Missouri to authorize
bidding procedures in connection with the sale of assets to an
entity to be formed by Brian C. Cullum ("NEWCO") for an aggregate
purchase price of up to $1,500,000, subject to overbid.

Prior to the Petition Date, the Debtors contacted numerous parties,
both financial and strategic seeking investors or a purchaser of
their Assets.  As a result of their efforts, several potential
financial and strategic buyers are generally familiar with their
assets and operations.  In addition, the Debtors have already
assembled and organized many of the key documents necessary for a
sale process.

Accordingly, subject only to updating relevant portions of the
material, the Debtors currently anticipate being able to move
relatively quickly to complete a sale process pursuant to the
Motion.

The Debtors propose to effectuate a sale of their Assets to the
highest bidder, or bidders ("Transaction(s)").  They propose to
effectuate the Transaction(s) via the process and procedures
outlined in the Bid Procedures in order to determine the highest
and best bidder or bidders to enter into the Transaction(s).

The Debtors propose the following timeline for execution of the Bid
Procedures and the Transaction(s): (i) Sale Procedures Hearing on
May 18, 2017; (ii) Competing Bid Deadline of 5:00 p.m. (CST), May
25, 2017; (iii) Auction, if necessary on May 26, 2017; and (iv) a
Sale Hearing in May [__], 2017.

The Debtors have entered into an asset purchase agreement ("APA")
with NEWCO.  In the APA, NEWCO agrees to purchase substantially all
of the personal property of the Debtors and Pelham Property's
fabrication and office building at 5105 Pelham Drive, Sedalia,
Missouri.

In exchange for the sale, NEWCO agrees to pay $500,000 in cash to
the Debtors at closing; to execute a $500,000 5-year balloon note
payable to the Debtors' estates, and to pay their estates up to
$500,000 in payments of $166,667 per year for each year of the
three years subsequent to the sale in which NEWCO's EBITDA exceeds
$200,000.

The important aspects of the Sale Motion and Bid Procedures are:

   a. Benefits for the Debtor's principals: In conjunction with,
the APA, the Stalking-Horse bidder has offered a agreements with
Stacey "Buck" and Lindsay Barnes for employment with the NEWCO to
be formed by the Stalking-Horse.

   b. Private Sale/No Competitive Bidding: The sale is contemplated
to be a public sale to the person or entity offering the highest
and best bid.

   c. Use of Proceeds: At this time, the Debtors are not proposing
to release sale proceeds on or after the closing(s) with any
Successful Bidder(s) without further order of the Bankruptcy Court.
However, as part of the process of resolving "credit bid" issues,
they may propose a release of certain sale proceeds to certain
lenders on or after the closing(s) without further order of the
Court.

    d. Relief from Bankruptcy Rules 6004(h) and 6006(d): By the
Motion, the Debtors do seek relief from the 10-day stay imposed by
Fed. R. Bankr. P. 6004(h) and 6006(d) for the reasons noted.

For the reasons noted on the record at the hearings in these cases
on May 4, 2017, the Debtors ask that an initial hearing on the
Motion be set on May 18, 2017, to approve the procedures described
and the bid protection of the Stalking Horse APA.  They ask that a
final hearing on the Sale Motion be set no later than May 31, 2017
to grant the remaining relief requested.

The Debtors believe that an auction conducted substantially in
accordance with the Bid Procedures will enable the Debtors to
obtain the highest or best offer(s) for the assets under the
circumstances, thereby maximizing the value of their estates.

The salient terms of the Bidding Procedures are:

   a. Deposit: $25,000

   b. Auction: May 26, 2017, at 9:30 a.m. (PCT) at the offices of
the Debtors' counsel, or at such later time as determined by the
Debtors.

   c. At the commencement of the Auction, the Debtors will announce
the Initial Highest Bid(s) and the assets to which they relate.
All Qualified Bids at the Auction will be based on and increased
therefrom, and thereafter made in minimum increments higher than
the previous Qualified Bid in an amount to be established by the
Debtors.

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

     http://bankrupt.com/misc/Service_Group_29_Sales.pdf

The Bid Procedures provide an appropriate framework for obtaining
offers for the purchase of the Assets and will enable the Debtors
to review, analyze and compare all Qualified Bids received to
determine which Qualified Bid (or Bids) is in the best interests of
the their estates and their creditors.  Therefore, the Debtors ask
that the Court approve the Bid Procedures and authorize them and
Sale Agent to take any and all actions necessary or appropriate to
implement the Bid Procedures.

The Debtors generally believe that credit bidding will be
practical, and not inhibit obtaining the highest and best price for
the Assets.  However, the claims of two of 8760 Service Group's
secured creditors pose unusual issues and the debtors propose that
the Court limit their credit bidding rights as follows:

   a. Bancorp South is the Debtors' primary lender and claims a
blanket lien in essentially all of the Debtors' property.  However,
the UCC-1's and UCC-3's filed by Bancorp South to perfect its
interest in the Debtors' accounts receivable, inventory and
equipment describe its collateral as follows: (i) UCC-1, filed on
Nov. 18, 2014 pertinently describing the collateral as "All
Accounts Receivable, Inventory and equipment, located at 1534
REDWOOD DRIVE, SEDALIA, MO 65301. . . "; and (ii) UCC-3, filed on
Dec. 17, 2015, pertinently describing the collateral as "All
Accounts Receivable, Inventory and equipment, located at 1803 W.
MAIN ST., SEDALIA, MO. 65301."  Consequently, to the extent that
the collateral descriptions in these financing statements were
intended to describe all of the Debtors' accounts receivable,
inventory, and equipment not located at 1803 W. Main or 1534
Redwood Drive they are seriously misleading.  The scope of
Bancorp's liens in their personal property is subject to (and is)
legitimate(ly) dispute(d).  Consequently, the Debtors are asking
the Bankruptcy Court to "order otherwise" and deny Bancorp South
credit bid rights on any personal property not located at 1803 W.
Main on the Petition Date.

   b. Hudson Insurance Co. is the surety for 8760 Service Group for
a bond on a construction project completed by 8760 in Coffeyville,
Kansas.  Hudson asserts a security interest against certain assets
of the debtors pursuant to a General Indemnity Agreement and a
financing statement filed on Jan. 17, 2017.  8760 was not paid $4.2
million it was owed for completing that project and litigation to
collect the amount is pending.  Given the subordinated and
contingent nature of Hudson's claim, the Debtors are asking the
Court to "order otherwise" and deny Hudson credit bid rights on any
personal property.

The Debtors anticipate that the Successful Bid(s) at the Auction
may include provisions requesting that the Debtors assume and
assign a customer contract they are currently engaged in for
Ingredion, Inc.  They have no other executory contracts or
unexpired leases which they propose to assign through the
Transaction(s).

The Debtors ask that these procedures be implemented with respect
to the notices and relief related thereto:

   a. Objections, if any, to the Bid Procedures will be filed by
May 17, 2017.

   b. Objections to the Auction (if required under the Bid
Procedures), the Sale Hearing, the Sale Motion, the proposed
Transaction(s), and the procedure for objecting thereto, the
possible assumption and assignment of the Ingredion Contract, the
Cure Amounts, and the procedures for objecting thereto, to all or
any part of the Sale Motion will be filed by the day prior to the
Sale Hearing.

   c. The Debtors may amend the Transaction Notice by sending a new
or amended Transaction Notice at any time prior to the Sale Hearing
solely to the counterparties affected.

   d. Where any party files a timely objection to the Debtors'
position that it is not in default of the Ingredion contract and
that no amount must be paid to assume it and the parties are unable
to consensually resolve the dispute prior to the Sale Hearing, the
amount to be paid with respect to such objection will be determined
at the Sale Hearing or such other date and time as may be fixed by
the Court.  All other objections to the proposed assumption and
assignment of the Ingredion contract will be heard at the Sale
Hearing.

The Debtors ask that the Court approve the foregoing notice and
objection procedures.

The APA provides that if the Assets are auctioned and a party other
than the Stalking Horse closes a purchase of the Assets 5% of the
highest purchase price offered by the Stalking Horse at auction,
plus the Stalking Horse's reasonable out of pocket expenses in an
amount not exceed $50,000.  The bid protection payments are fair
and reasonable in amount under the circumstances.

To facilitate the assumption and assignment of the Ingredion
contract, the Debtors further ask the Court finds any
anti-assignment provision in the Ingredion contract to be
unenforceable under section 365(f) of the Bankruptcy Code.

The Debtors have determined that a sale of the Assets to the
Successful Bidder(s) is the best way to maximize the value of the
Assets in these cases.  Maximization of asset value is a sound
business purpose, warranting authorization of the sale.
Accordingly, the Debtors ask that the Court approves the sale of
Assets to the Successful Bidder(s) free and clear of all liens,
claim, interests and encumbrances, and for such other and further
relief the Court deems just and proper.

In light of the current circumstances and financial condition of
the Debtors, they believe that in order to maximize value and
preserve jobs, the sale of the Assets should be consummated as soon
as practicable.  Accordingly, they ask that each Sale Order be
effective immediately upon entry of such order and that the 14-day
stay under Bankruptcy Rules 6004(h) and 6006(d) be waived.

The Purchaser can be reached at:

          Brian C. Cullum
          12721 Pawnee Lane
          Leawood, KS 66209

                  About 8760 Service Group

Founded in 2010, 8760 Service Group, LLC -- https://www.8760sg.com/
-- provides maintenance, outage, and emergency repair services for
the power, manufacturing and bio-fuel industries.

8760 Service Group, LLC (Case No. 17-20454) and Pelham Property,
LLC (Case No. 17-20453) filed separate voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code in the U.S.
Bankruptcy Court for the Western District of Missouri on May 1,
2017.  The case is assigned to Dennis R. Dow.

The Debtor estimated assets in the range of $1 million to $10
million and $10 million to $50 million in debt.

The Debtor tapped Victor F. Weber, Esq., at Merrick, Baker &
Strauss, P.C. as counsel.

The petitions were signed by Stacey "Buck" Barnes, president.


ADVANCED SOLIDS: Selling Furniture on Consignment with H. Lancaster
-------------------------------------------------------------------
Advanced Solids Control, LLC, asks the U.S. Bankruptcy Court for
the Western District of Texas to authorize the consignment sale by
H. Lancaster Co. of residential furniture from multiple rental
properties the Debtor owns in New Mexico for their minimum prices.

The asset proposed to be sold consists of personal property
described as residential furniture from multiple rental properties
the Debtor owns in New Mexico.  The real properties are being sold
and the furniture must be liquidated.  The Debtor believes that the
furniture is worth approximately $35,000; the residential furniture
is not subject to any liens or claims to creditors.

The Debtor previously filed a Motion to sell the personal property
pursuant to a Consignment Agreement with H. Lancaster.  Pursuant to
the Consignment Agreement the Debtor is to receive 70% of the gross
sales proceeds.  The Consignment Agreement was for a term of 90
days (from Jan. 3, 2017), and payment is due to the Debtor within
30 days from the sale of the item(s).  The Order Granting Authority
to Sell Personal Property Free and Clear of All Liens, Claims and
Encumbrances pursuant to the Consignment Agreement with H.
Lancaster Co. was entered on Feb. 6, 2017.

H. Lancaster has not completed a sale of the furniture, but has
inspected the furniture and is prepared to include the furniture in
a tent sale that is upcoming.  The Debtor is asking that H.
Lancaster authorization to sell the furniture pursuant to the
Consignment Agreement is extended to July 31, 2017.

A copy of the list of furniture to be sold and their minimum prices
attached to the Motion is available for free at:

      http://bankrupt.com/misc/Advanced_Solids_88_sales.pdf

In conjunction with the proposed consignment sale by H. Lancaster,
the Debtor is proposing to sell the miscellaneous items of
furniture for the minimum prices set forth.  Some of the furniture
is more worn than others, and some has cracks from the dry climate
in New Mexico.

The Debtor's plan is to sell as much furniture as it can on its own
and obtain the best price before moving the remaining furniture to
H. Lancaster for sale pursuant to the Consignment Agreement.  It
believes that the proposed sale of the furniture will generate a
reasonable value based upon the asset proposed to be sold and its
marketability.  The proceeds from the sale will be used by the
Debtor in its reorganization efforts/payment of creditors of the
Estate.

The Debtor proposes to sell the furniture for the minimum prices
free and clear of all liens, claims and encumbrances.

The Debtor asks that the Court authorize it to sell free and clear
of all liens, claims and encumbrances the personal property at the
minimum prices and pursuant to the terms set forth, and for such
other and further relief to which the it may show itself entitled.

                 About Advanced Solids Control

Advanced Solids Control, LLC, is an oilfield service company
specializing in solids control for land-based oil and gas drilling
operations.  Advanced Solids sought Chapter 11 protection (Bankr.
W.D. Tex. Case No. 16-52748) on Dec. 2, 2016.  W. Lynn Frazier,
managing member, signed the petition.  The Debtor estimated assets
in the range of $0 to $50,000 and $500,001 to $1,000,000 in debt.

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


ADVANTAGE SALES: S&P Puts 'B' CCR on Watch Pos. Amid Potential IPO
------------------------------------------------------------------
S&P Global Ratings placed all of its ratings on Irvine,
Calif.-based Advantage Sales & Marketing Inc., including S&P's 'B'
corporate credit rating, on CreditWatch with positive implications.
Total debt outstanding pro forma for the recent debt issuance is
about $2.95 billion.

"The CreditWatch placement follows Advantage's indication that it
has commenced preparations for a potential IPO, with net proceeds
to be used for debt repayment," said S&P Global Ratings credit
analyst, Katherine Heng

S&P typically views IPOs as credit-positive because publicly traded
issuers generally exercise less aggressive financial policies than
issuers owned entirely by private equity sponsors, as is currently
the case with Advantage.

Resolution of the CreditWatch placement will depend on whether
Advantage completes the contemplated IPO and uses the proceeds to
repay debt.  If it does, S&P could raise the ratings after it
reviews its business prospects and financial policies.  S&P said
previously that S&P could raise the ratings if the company reduces
debt to EBITDA to around 6x or below on a sustained basis, and if
S&P believes the risk of a releveraging event is unlikely.  S&P
estimates that debt would have to decline by $300 million for
leverage to decrease to 6x.

Alternatively, S&P could affirm its 'B' corporate credit rating if
Advantage elects not to pursue an IPO.


AEROSPACE HOLDINGS: Committee Has Drinker Biddle as Attorneys
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Aerospace
Holdings, Inc., et al., filed with the U.S. Bankruptcy Court for
the District of Delaware a verified statement pursuant to Federal
Rule of Bankruptcy Procedure 2019, stating that on April 7, 2017,
the Office of the U.S. Trustee appointed the Committee pursuant to
Section 1102(a)(1) of the Bankruptcy Code.  The Committee currently
consists of:

     (i) The Boeing Company
         Attn: Charles G. Adams
         P.O. Box 3707, MC 09-49
         Seattle, Washington 98124-2207
         Tel: (425) 266-4178
         Fax: (206) 766-5576
         E-mail: charles.g.adams2@boeing.com

         Nature of and Amount of Disclosable Economic Interest:
         Unsecured claim in the approximate amount of $1,045,689
         (Trade Debt)

    (ii) Brookside Mezzanine Partners
         Attn: Corey L. Sclar
         201 Tresser Boulevard, Suite 330
         Stamford, Connecticut 06901-3435
         Tel: (203) 595-4532
         E-mail: csclar@brooksidegrp.com

         Unsecured claim in the approximate amount of $17,056,648
         (Subordinated Debt)

   (iii) Catalus Capital
         Attn: Saif Qazi, CFA
         45 East Putnam Avenue
         Greenwick, Connecticut 06830
         Tel: (203) 816-0762
         E-mail: saif@cataluscapital.com

         Unsecured claim in the approximate amount of $5,087,327
         (Subordinated Debt)

    (iv) Cygnus, Inc.
         Attn: Jack Ambrosiani, Ph.D
         P.O. Box 466
         122 Emerald Indstrial Park
         Ponderay, Idaho 83852
         Tel: (208) 263-4761
         Fax: (208) 263-9217
         E-mail: jack.ret@cygnusaero.com

         Unsecured claim in the approximate amount of $57,312.31
         (Trade Debt)

     (v) Thyssenkrupp Materials, NA
         Attn: Amber Dennis
         1338 Orden Drive
         Santa Fe Springs, California 90670
         Tel: (562) 215-4326
         Fax: (562) 229-1599
         E-mail: amber.dennis@thyssenkrupp.com

         Unsecured claim in the approximate amount of $223,406
         (Trade Debt)

The Committee members hold certain unsecured claims against the
Debtors' estates arising from a variety of relationships, including
those of trade vendors and noteholders.

The proposed attorneys for the Committee are:

     Steven K. Kortanek, Esq.
     Patrick A. Jackson, Esq.
     DRINKER BIDDLE & REATH LLP
     222 Delaware Avenue, Suite 1410
     Wilmington, DE 19801-1621
     Tel: (302) 467-4200
     Fax: (302) 467-4201
     E-mail: steven.kortanek@dbr.com
             patrick.jackson@dbr.com

     Robert K. Malone, Esq.
     Ravi Vohra, Esq.
     DRINKER BIDDLE & REATH LLP
     600 Campus Drive
     Florham Park, New Jersey 07932-1047
     Tel: (973) 549-7000
     Fax: (973) 360-9831
     E-mail: robert.malone@dbr.com
             ravi.vohra@dbr.com

                   About Aerospace Holdings

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

The Debtor sought Chapter 11 protection (Bankr. D. Del. Case No.
17-10635) on March 27, 2017.  The petition was signed by Matthew
Sedigh, chief restructuring officer.  The Debtor estimated assets
in the range of $10 million to $50 million and $50 million to $100
million in debt.

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


AGENT PROVOCATEUR: U.S. Trustee Forms 3-Member Committee
--------------------------------------------------------
William K. Harrington, U.S. Trustee for the Southern District of
New York, on May 4 appointed three creditors of Agent Provocateur,
Inc., et al., to serve on the official committee of unsecured
creditors.

The committee members are:

     (1) China National Consumer Electrics
         & Electronics Import & Export Corp.
         Attn: Daniel Yang
         No. 910, 9th Section, Jinsong, Chaoyang District
         Beijing, 100021, China
         Tel: +86 139 1179 5162
         E-mail: daniel.yang@tych.com.cn

     (2) GGP Limited Partnership
         Attn: Julie Minnick
         110 North Wacker Drive
         Chicago, IL 60606
         Tel: (312) 960-2707
         E-mail: Julie.minnick@ggp.com

     (3) Simon Property Group Inc.
         Attn: Ronald M. Tucker
         225 W Washington Street
         Indianapolis, IN 46204
         Tel: 317-263-2346
         E-mail: rtucker@simon.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense.  They may investigate the debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.

                   About Agent Provocateur, Inc.

Agent Provocateur, Inc., based in New York, NY, filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 17-10987-MEW) on April 11, 2017.
The Hon. Michael E. Wiles presides over the case. William H.
Schrag, Esq., at Thompson Hine LLP, serves as bankruptcy counsel.

In its petition, the Debtor estimated $1,000,001 to $10 million in
assets and $10,000,001 to $50 million in liabilities.


ALM MEDIA: S&P Lowers CCR to 'B-' on Thin Covenant Cushion
----------------------------------------------------------
S&P Global Ratings said that it lowered its corporate credit rating
on ALM Media LLC to 'B-' from 'B'.  The rating outlook is stable.

At the same time, S&P lowered its issue-level rating on the
company's $237.5 million first-lien credit facility to 'B' from
'B+'.  The credit facility consists of a $215 million first-lien
term loan due 2020 and a $22.5 million first-lien revolving credit
facility due 2020.  The recovery rating remains '2', indicating
S&P's expectation for substantial recovery (70%-90%; rounded
estimate: 70%) of principal in the event of a payment default.

S&P also lowered its issue-level rating on the company's $50
million second-lien term loan due 2021 to 'CCC' from 'CCC+'.  The
recovery rating remains '6', indicating S&P's expectation for
negligible recovery (0%-10%; rounded estimate: 0%) of principal in
the event of a payment default.

"The downgrade reflects our expectation that ALM's negative
operating trends will continue and the company will have a less
than 15% EBITDA cushion of compliance, with its springing total net
leverage covenant over the next six to 12 months," said S&P Global
Ratings' credit analyst Scott Zari.  The company has underperformed
S&P's expectations due mainly to faster-than-expected declines in
advertising and weakness in the events business.  The company's
margin of compliance with its total net leverage covenant declined
to 16% as of Sept. 30, 2016.

The stable outlook on ALM incorporates S&P's expectation that the
company will be able to produce its audited annual statements
within the 30-day grace period ended May 30, 2017.  The outlook
also incorporates S&P's expectation that the company's operating
performance will continue to face pressure related to negative
trends in advertising, which will likely result in covenant EBITDA
margin of compliance falling and remaining under 10%.

S&P could lower its corporate credit rating on ALM over the next
year if revenue declines accelerate and costs related to the
company's operational restructuring remain elevated, leading to
free operating cash flow approaching breakeven levels.  This could
result from an economic downturn or further acceleration in the
decline of print advertising.  S&P could also lower the rating by
several notches if it believes that the company will not be able to
produce its audited financials within the 30 day grace period, or
if S&P believes that a covenant violation is likely within the next
12 months.

S&P could consider an upgrade if it become convinced that the
company's operating trends will stabilize and it will increase its
EBITDA margin of compliance with its net leverage covenant to above
15%.  This would likely be the result of flat to slightly
increasing organic revenue growth, EBITDA margins improving to
around 30%, and run-rate free operating cash flow above $25
million.


AMAG PHARMACEUTICALS: S&P Affirms 'B+' CCR; Outlook Remains Stable
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' corporate credit rating on
AMAG Pharmaceuticals Inc.  The outlook remains stable.

At the same time, S&P raised its issue-level rating on AMAG's
senior unsecured notes due 2023 to 'BB-' from 'B+' and revised the
recovery rating on this debt to '2' from '4' as a result of the
proposed senior secured debt repayment.  The '2' recovery rating
reflects S&P's expectation for substantial (70%-90%; rounded
estimate: 75%) recovery in the event of default.

S&P will withdraw its recovery and issue-level ratings on AMAG's
senior secured term loan once it is fully repaid over the next
several weeks.  S&P is not planning to rate AMAG's newly issued
$300 million convertible bond.

"The rating affirmation reflects our expectation that the projected
EBITDA margin contraction will largely offset the positive impact
of debt reduction stemming from AMAG's newly proposed capital
structure, resulting in 2017 leverage remaining in the 4x-5x range,
consistent with the existing rating," said S&P Global Ratings
credit analyst Maryna Kandrukhin.

Last week, AMAG Pharmaceuticals Inc. simultaneously issued a new
$300 million convertible bond and announced revised earnings
guidance indicating that its 2017 EBITDA will likely be
approximately $70 million below previous projections.  The company
is planning to use a combination of cash on hand and proceeds from
the newly issued $300 million convertible bond to fully repay its
outstanding $320 million term loan and repurchase the majority of
its existing $200 million convertible bond, resulting in an
approximate debt reduction of $200 million.  At the same time, the
company has hired a new sales force in preparation for the launch
of its just licensed product Intrarosa and is expecting to incur
additional research and development (R&D) and selling, general, and
administrative (SG&A) expenses in relation to this new licensing
agreement, resulting in meaningful profitability erosion.

S&P projects AMAG's EBITDA margin will contract to the mid-30% area
in 2017, in contrast to the previously projected 50%.  S&P expects
the positive impact of a $200 million debt reduction on the
company's leverage ratio to be mostly offset by the projected
margin contraction.

AMAG is a specialty pharmaceutical company focused on women's
health and hematology.  The company generates most of its revenue
from three niche products, with 62% (as of the first quarter of
2017) of its sales coming from Makena, a drug indicated for
preventing pre-term birth.  The remainder of the company's revenues
is equally split between Feraheme, a drug indicated for treating
iron deficiency anemia in adults with chronic kidney disease, and
Cord Blood Registry (CBR) services.

S&P's 'B+' corporate credit rating continues to reflect AMAG's
small size, narrow therapeutic focus, limited product diversity,
and the looming expiration of Makena's orphan drug exclusivity in
February 2018.  These weaknesses are partially offset by S&P's
expectation that AMAG's targeted marketing efforts and effective
life cycle management of Makena will help defend the product's
market share when the exclusivity period ends and that the newly
licensed products will start generating revenue as early as 2017.
The ratings also reflect AMAG's meaningful cash balance, strong
cash flow generation in excess of $130 million per year, and S&P's
expectation that the company will maintain leverage in the 4x-5x
range.

The stable outlook reflects S&P's expectation that the company's
continued targeted marketing efforts and effective life cycle
management for Makena will result in above-average revenue growth
in 2017 contributing to strong free cash flow generation, despite
the projected meaningful EBITDA margin contraction, and LTM
leverage maintained in the 4x-5x range.

Given AMAG's high revenue concentration in Makena and the looming
expiration of the drug's exclusivity period, S&P could lower the
rating if AMAG fails to defend the product's market share when
generic competition arrives, resulting in revenue weakness and
profitability erosion that are not offset by other assets in the
portfolio.  If the scenario above leads to flat revenues and an
additional 500-basis-point EBITDA margin decline resulting in
leverage ratio sustained above 5x with limited prospects for
improvement, S&P could consider a lower rating.

While unlikely over the next year, S&P could raise the rating if
AMAG successfully grows its portfolio, increases its product
pipeline, and significantly reduces its reliance on Makena while
improving leverage below 4x and maintaining it at that level.  This
scenario could materialize if AMAG achieves an improvement in scale
and revenue diversity sufficient to maintain revenue growth in the
20%-30% range and improve profitability by around 500 basis points,
resulting in leverage below 4x.

S&P views this scenario as unlikely over the next year given the
elevated expenses related to AMAG's new licensing agreements
pressuring its 2017 EBITDA margins and our expectation that the
licensed products won't meaningfully contribute to the company's
revenue base until 2018-2019.


AQUION ENERGY: Committee Taps Klehr Harrison as Co-Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Aquion Energy,
Inc. seeks authorization from the US Bankruptcy Court for the
District of Delaware to retain Klehr Harrison Harvey Branzburg LLP
as Delaware co-counsel to the Committee, nunc pro tunc as of April
3, 2017.

Services to be rendered by Klehr Harrison are:

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

     • review, comment and/or prepar drafts of documents and
discovery materials to be filed with the Court as co-counsel to the
Committee and/or served on parties or third parties in this chapter
11 case;

     • appear in Court, depositions, and at any meeting with the
U.S. Trustee and any meeting of creditors at any given time on
behalf of the Committee as their co-counsel;

     • perform various services in connection with the
administration of this case, including, without limitation, (i)
preparing certificates of no objection, certifications of counsel,
notices of fee applications and hearings, and hearing binders of
documents and pleadings, (ii) monitoring the docket for filings and
coordinating with Lowenstein on pending matters that need
responses, (iii) preparing and maintaining critical dates memoranda
to monitor pending applications, motions, hearing dates and other
matters and the deadlines associated with the same, and (iv)
handling inquiries and calls from creditors and counsel to
interested parties regarding pending matters and the general status
of this case and coordinating with Lowenstein on any necessary
responses;

     • perform all services for the Committee in which Lowenstein
may have a conflict of interest; and

     • perform all other services assigned by the Committee 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 a bankruptcy proceeding, Klehr Harrison will file a
supplemental declaration.

The principal attorneys and paralegal at Klehr Harrison designated
to represent the Committee and their hourly rates are:

     Richard M. Beck (partner)     $605
     Sally E. Veghte (associate)   $325
     Melissa K. Hughes (paralegal) $200

Richard M. Beck, partner at the firm of Klehr Harrison Harvey
Branzburg LLP, attests that neither Klehr Harrison nor any attorney
at the firm holds or represents an interest adverse to the Debtor's
estate; and neither Klehr Harrison nor any attorney at the firm is
a creditor, an equity security holder or an insider of the Debtor.

The Firm can be reached through:

     Richard M. Beck, Esq.
     Klehr Harrison Harvey Branzburg LLP
     919 N. Market Street, Suite 1000
     Wilmington, DE 19801-3062
     Phone: 215-569-2299
     Fax: 215-568-6603
     Email: rbeck@klehr.com

                              About Aquion Energy Inc.

Aquion Energy was a Pittsburgh, Pa.-based company that manufactured
sodium ion batteries and electricity storage systems.  Aquion
Energy filed a Chapter 11 petition (Bankr. D. Del. Case No.
17-10500) on March 8, 2017.  The petition was signed by Suzanne B.
Roski, chief restructuring officer.  In its petition, the Debtor
estimated $10 million to $50 million in both assets and
liabilities.

Judge Kevin J. Carey presides over the case.  The Debtor tapped
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, as
counsel, and Suzanne Roski of Protiviti, Inc., as chief
restructuring officer.  The Debtor also engaged Kurtzman Carson
Consultants, LLC, as claims and  noticing agent; and Suzanne Roski
of Protiviti, Inc., as chief restructuring officer.

An official committee of unsecured creditors has been appointed in
the case.


AQUION ENERGY: Committee Taps Lowenstein Sandler as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Aquion Energy,
Inc. seeks authorization from the US Bankruptcy Court for the
District of Delaware to retain Lowenstein Sandler LLP as counsel
for the Committee, effective as of April 3, 2017.

The professional services that Lowenstein Sandler will provide to
the Committee are:

     (a) advising the Committee with respect to its rights, duties,
and powers in this Chapter 11 Case;

     (b) assisting and advising the Committee in its consultations
with the Debtor relative to the administration of this Chapter 11
Case;

     (c) assisting the Committee in analyzing the claims of the
Debtor's creditors and the Debtor's capital structure and in
negotiating with holders of claims and equity interests;

     (d) assisting the Committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of the Debtor
and of the  operation of the Debtor's business;

     (e) assisting the Committee in its investigation of the liens
and claims of the holders of the Debtor's pre-petition debt and the
prosecution of any claims or causes of action revealed by such
investigation;

     (f) assisting the Committee in its analysis of, and
negotiations with, the Debtor or any third party concerning matters
related to, among other things, the assumption or rejection of
certain leases of nonresidential real property and executory
contracts, asset dispositions, financing or other transactions and
the terms of one or more plans of reorganization for the Debtor and
accompanying disclosure statements and related plan documents;

     (g) assisting and advising the Committee as to its
communications to unsecured creditors regarding significant matters
in this Chapter 11 Case;

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

     (i) reviewing and analyzing applications, orders, statements
of operations, and schedules filed with the Court and advise the
Committee as to their propriety;

     (j) preparing, on behalf of the Committee, any pleadings,
including without limitation, motions, memoranda, complaints,
adversary complaints, objections, or comments in connection with
any of the foregoing as may be necessary in furtherance of the
Committee's interests and objectives in this Chapter 11 Case,
including without limitation, the preparation of retention papers
and fee applications for the Committee's professionals including,
Lowenstein Sandler; and

     (k) performing such other legal services as may be required or
are otherwise deemed to be in the interests 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.

Lowenstein Sandler's hourly rates are:

     Partners of the Firm        $575 - $1,150
     Senior Counsel and Counsel  $405 - $700
     Associates                  $300 - $575
     Paralegals and Assistants   $115 - $300

Jeffrey Cohen, partner of the law firm of Lowenstein Sandler LLP,
attests that his firm is a "disinterested person" as that term is
defined in section 101(14) of the Bankruptcy Code, and does not
represent or hold any interest adverse to the interests of the
Debtor's estates with respect to the matters for which it is to be
employed.

The Firm may be reached through:

     Jeffrey Cohen, Esq.
     LOWENSTEIN SANDLER LLP
     1251 Avenue of the Americas
     New York, NY 10020
     Telephone: (212) 262-6700
     Email: jcohen@lowenstein.com

                              About Aquion Energy Inc.

Aquion Energy was a Pittsburgh, Pa.-based company that manufactured
sodium ion batteries and electricity storage systems.  Aquion
Energy filed a Chapter 11 petition (Bankr. D. Del. Case No.
17-10500) on March 8, 2017.  The petition was signed by Suzanne B.
Roski, chief restructuring officer.  In its petition, the Debtor
estimated $10 million to $50 million in both assets and
liabilities.

Judge Kevin J. Carey presides over the case.  The Debtor tapped
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, as
counsel, and Suzanne Roski of Protiviti, Inc., as chief
restructuring officer.  The Debtor also engaged Kurtzman Carson
Consultants, LLC, as claims and  noticing agent; and Suzanne Roski
of Protiviti, Inc., as chief restructuring officer.

An official committee of unsecured creditors has been appointed in
the case.


ARCONIC INC: Reports $322 Million Net Income for First Quarter
--------------------------------------------------------------
Arconic Inc. filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing net income attributable to
the Company of $322 million on $3.19 billion of sales for the three
months ended March 31, 2017, compared to net income attributable to
the Company of $16 million on $3.05 billion of sales for the three
months ended March 31, 2016.

As of March 31, 2017, Arconic had $20.15 billion in total assets,
$14.66 billion in total liabilities and $5.49 billion in total
equity.

Cash used for operations was $300 million in the first quarter of
2017 compared with cash used for operations of $430 million in the
first quarter of 2016.  The decrease in cash used for operations of
$130, or 30%, was primarily due to a favorable change in assets and
liabilities, partially offset by lower operating results.

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

                    https://is.gd/vhhdje

                     About Arconic Inc.

Arconic Inc., formerly Alcoa Inc., is engaged in lightweight metals
engineering and manufacturing.

Arconic reported a net loss of $941 million for the year ended Dec.
31, 2016, following a net loss of $322 million for the year ended
Dec. 31, 2015.


ARLINGTON APARTMENTS: Bretwood Buying All Assets for $3.05 Million
------------------------------------------------------------------
Arlington Apartments of Jackson, LLC, asks the U.S. Bankruptcy
Court for the Southern District of Mississippi to authorize the
assumption of all residential leases and the sale of substantially
all assets outside the ordinary course of business to Bretwood,
L.L.C., for $3,050,000.

The Debtor owns an apartment complex known as Arlington Apartments
of Jackson, located at 5845 Ridgewood Road, City of Jackson, Hinds
County, Mississippi.

The Property is subject to a number of residential leases.  The
Assets are encumbered by duly perfected first-priority liens and
encumbrances held by Elzion DB Transfer Agent, LLC, a Delaware
Limited Liability Company ("Lender"), with such liens and
encumbrances being evidenced by, among other things, a Deed of
Trust, Security Agreement and Fixture Filing, as recorded in the
Office of the Chancery Clerk of Hinds County, Mississippi (First
Judicial District) on Sept. 8, 2006, at Book 6551, Page 259, which
Deed of Trust includes an assignment of leases and rents.  

The Debtor received an offer from Bretwood, an Alabama limited
liability company to purchase the Assets in exchange for $3.05
million.  The Debtor, in the exercise of its best business
judgement, has made the decision to accept the Purchase Offer from
Bretwood.

A copy of the Sale and Purchase Agreement for Real Property ("PSA")
attached to the Motion is available for free at:

   http://bankrupt.com/misc/Arlington_Apartments_68_Sales.pdf

The Lender has timely filed a Proof of Claim in the amount of
$3,098,504 as of the Petition Date.  Upon information and belief,
there are no valid liens, claims or interests in, to or upon the
Assets that would have priority over the Secured Claims of Lender.

The Debtor represents to the creditors and parties-in-interest that
the sale of the Assets is in the best interest of the estate,
creditors and parties-in-interest.  The Debtor believes that the
Purchase Price is fair, reasonable and appropriate.

The Debtor asks authority of the Court to execute such deed or
related documents which are reasonably necessary to consummate and
close the sale of the Assets in accordance with the terms and
conditions of the PSA, with the Net Sale Proceeds to be disbursed
and paid over to the Lender, free and clear of all liens, claims or
interests, at the time of the Asset sale Closing, with the Assets
being transferred and conveyed to the Buyer free and clear of all
liens, claims or interests.  

The Debtor also asks that it be allowed to assume all of the
Residential Leases and to assign these Residential Leases to the
Buyer upon the closing of the proposed sale.  The assumption and
assignment of the Leases is a necessary component of the sale of
the Assets, provides substantial benefit to all parties and is
justified as an integral part of the sale of the Assets.  The
Debtor submits that the assignment of the Leases will take place at
the closing of the sale of the Assets.

The Lender supports the proposed sale, and a prompt sale of the
Assets will likely enable the Debtor to realize the maximum value
for the Assets.  The Debtor believes that the terms and conditions
set forth in the PSA are fair and equitable to both Buyer and
Debtor.  

The Debtor believes that any material delay in consummating the
proposed sale of the Assets will result in a reduction in the value
of the Assets.  Therefore, the Debtor asks the Court to approve
proposed sale of the Assets to the Buyer and the assumption and
assignment of the Leases.

The Purchaser can be reached at:

          BRETWOOD, L.L.C.
          2920 6th Avenue South
          Birmingham, AL 35233
          Attn: Bret Connor
          Telephone: (205) 862-3997
          E-mail: bretconnorjr@gmail.com

The Purchaser is represented by:

          Claude McCain Moncus, Esq.
          Baker Findley, Esq.
          CORLEY MONCUS, P.C.
          728 Shades Creek Parkway, Suite 100
          Birmingham, AL 35213
          Telephone: (205) 879-5959
          E-mail: cmoncus@cmwlaw.com
                  bfindley@cinwlaw.com

The Lender can be reached at:

          ELIZON DB TRANSFER AGENT, LLC
          53 Forest Avenue
          Old Greenwich, CT 06870
          Attn: Mitchell Levine
          Telephone: (203) 409-3575
          Facsimile: (203) 698-0869

The Lender is represented by:

          Alan L. Smith, Esq.
          BAKER, DONELSON, BEARMAN,
          CALDWELL & BERKOWITZ, PC
          One Eastover Center
          100 Vision Drive
          Jackson, MS 39211
          Telephone: (601) 351-8932
          Facsimile: (601) 974-8932
          E-mail: asmith@bakerdonelson.com

         About Arlington Apartments of Jackson

Arlington Apartments of Jackson, LLC, based in Evanston, IL, filed
a Chapter 11 petition (Bankr. S.D. Miss. Case No. 17-00624) on
Feb. 22, 2017.

The Hon. Edward Ellington presides over the case.

John D. Moore, Esq., at the Law Offices of John D. Moore, P.A.,
serves as bankruptcy counsel to the Debtor.

In its petition, the Debtor estimated $1 million to $10 million in
assets and liabilities.  Al Belmonte, manager, signed the petition.


ASTORIA ORGANIC: Bids for Organic Processing Facility Due June 9
----------------------------------------------------------------
BDO Canada Limited, in its capacity as court-appointed receiver of
Astoria Organic Matters Limited and Astoria Organic Matters Canada
LP, is inviting offers for the purchase of the assets and
operations of Astoria.

Deadline for the submission of offers is June 9, 2017, at 5:00
p.m.

The assets are offered for sale under a court-approved sale process
implemented by the receiver.  All offers will be considered by the
receiver on an individual basis as and when received in accordance
with the sale process.

The company is located at 704 Phillipston Road, Belleville,
Ontario, approximately 13 kilometers north of highway 401.  The
facility is built on approximately 42 acres of land which is
subject to a 20 year lease agreement.  At full capacity, the
facility can process 70,000 tonnes of organic waste annually.
Astoria's service offering includes finished compost product,
grinding and mulching, and soil screening.

For additional information contact:

   BDO Canada Limited
   Ethan Dewick
   Tel: 416-865-0210
   Email: edewick@bdo.ca

Astoria Organic Matters Limited and Astoria Organic Matters Canada
LP -- http://astoriaorganics.com-- operate an organic processing
facility that will service the Eastern Ontario Region.  The
Companies offer a variety of services and are able to accept all of
organic waste and turn it into a high grade organic fertilizer.


AVAYA INC: Disclosure Statement Hearing Set for May 25
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York is
set to hold a hearing on May 25 to consider approval of the
disclosure statement, which explains the Chapter 11 plan of
reorganization proposed by Avaya Inc.

Objections to the disclosure statement are due by May 18.

Avaya on April 13 filed a reorganization plan which, if
consummated, would reduce its debt by more than $4 billion and
would provide the company with the capital necessary to fund
payments to creditors and its ongoing operations.

The company's restructuring will be achieved through a
debt-for-equity exchange, in which certain secured creditors would
acquire 100% of reorganized Avaya's equity.

Under the plan, Avaya will continue to honor its qualified U.S.
pension plans after its emergence from bankruptcy, and will assume
its two collective bargaining agreements.

As of December 31, 2016, Avaya and its affiliates have
approximately 3,800 employees.  Approximately 550 of these
employees are subject to collective bargaining agreements with the
Communications Workers of America and the International Brotherhood
of Electrical Workers.

The plan proposes to pay general unsecured creditors 10% of their
allowed claims.  These creditors will share pro rata in a $25
million cash pool to be established on the effective date of the
plan.  

Avaya estimated the total amount of allowed Class 7 general
unsecured claims at $250 million.  

Distributions under the plan will be funded with cash on hand; the
issuance and distribution of common stock of reorganized Avaya
Holdings Corp.; proceeds from the exit facility; and indebtedness
issued pursuant to a new senior secured credit facility with a
principal amount of up to $2 billion, according to Avaya's
disclosure statement.

A copy of the disclosure statement is available for free at
https://is.gd/yZ5CXg

                       About Avaya Inc.

Avaya Inc., together with its affiliates, is a multinational
company that provides communications products and services,
including, telephone communications, internet telephony, wireless
data communications, real-time video collaboration, contact
centers, and customer relationship software to companies of various
sizes.   

The Avaya Enterprise serves over 200,000 customers, consisting of
multinational enterprises, small- and medium-sized businesses, and
911 services as well as government organizations operating in a
diverse range of industries.  It has approximately 9,700 employees
worldwide as of Dec. 31, 2016.

Avaya Inc. and 17 of its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-10089)
on Jan. 19, 2017.  The petitions were signed by Eric S. Koza, CFA,
chief restructuring officer.  Judge Stuart M. Bernstein presides
over the cases.

The Debtors disclosed $5.52 billion in assets and $6.35 billion in
liabilities as of Sept. 30, 2016.   

The Debtors have hired Kirkland & Ellis LLP as legal counsel;
Centerview Partners LLC as investment banker; Zolfo Cooper LLC as
restructuring advisor; PricewaterhouseCoopers LLP as auditor; KPMG
LLP as tax and accountancy advisor; and The Siegfried Group, LLP,
as financial services consultant.

On Jan. 31, 2017, the U.S. Trustee for Region 2, appointed an
official committee of unsecured creditors.


AZTEC OIL: June 14 Deadline to File Plan Objections
---------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas will
hold an evidentiary hearing on July 26 to consider approval of the
Chapter 11 plan of liquidation proposed by Frank Fisher and the
Livingston Growth Fund Trust for Aztec Oil & Gas Inc. and its
affiliates.

The hearing will be held at 9:30 a.m. (Central Time), at the
U.S. Courthouse, Courtroom 400, Fourth Floor, 515 Rusk, Houston,
Texas.

The court will also consider at the hearing the final approval of
the plan proponents' disclosure statement, which it conditionally
approved on April 20.

The order set a June 14 deadline for creditors to file their
objections to the plan, and a June 7 deadline for creditors to cast
their votes accepting or rejecting the plan.

The liquidating plan provides that all remaining assets of the
companies will be transferred to Aztec Oil & Gas, with all
litigation claims transferred to a litigation trust for the benefit
of unsecured creditors.  All entities will be dissolved other than
Aztec Oil & Gas, which will continue operations.  

Under the plan, each unsecured creditor will receive a beneficial
interest in the litigation trust, and will receive the net proceeds
of the litigation trust pro-rata, according to the plan proponents'
latest disclosure statement.

A copy of the second amended disclosure statement is available for
free at https://is.gd/E0UY6t

                      About Aztec Oil & Gas

Houston, Texas-based Aztec Oil & Gas, Inc. and its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. S.D. Tex. Lead Case No.
16-31895) on April 13, 2015.  The petitions were signed by Jeremy
Driver, president.

Judge David R. Jones presides over Aztec Oil & Gas' case.  Judge
Marvin Isgur presides over the cases of Aztec Energy, LLC, and
Aztec Operating Company.

Kristin Nicole Rhame, Esq., at Christin, Smith & Jewell, LLP,
serves as the Debtors' bankruptcy counsel.

Aztec Oil & Gas, Inc., estimated assets between $100,000 and
$500,000 and its liabilities between $500,000 and $1 million.

Aztec Energy, LLC, and Aztec Operating Company each estimated
Their assets and liabilities at up to $50,000 each.


BALDWIN PARK: Hires Orantes Law as General Insolvency Counsel
-------------------------------------------------------------
Baldwin Park Congregate Home, Inc. seeks authorization from the US
Bankruptcy Court for the Central District of California, Los
Angeles Division, to employ Orantes Law Firm PC as general
insolvency counsel.

Services to be rendered by the Firm are:

     a. to bring forward a plan of reorganization expeditiously, as
well as provide the Debtor more general services, such as advise
the Debtor with respect to compliance with  the requirements of the
Office of the United States Trustee;

     b. to advise the Debtor regarding matters of bankruptcy law,
including its rights and remedies in regard to its assets and in
regard to the claims of creditors;

     c. to represent the Debtor in any proceedings or hearings in
the Bankruptcy Court and in any action in any other court where the
Debtor's rights under the Bankruptcy Code may be litigated or
affected, subject to the Firm's specific agreement;

     d. to conduct examinations of witnesses, claimants, or adverse
parties and to prepare and assist in the preparation of reports,
accounts, and pleadings related to this Chapter 11 case including
reviewing, not drafting , monthly operating reports;

     e. to advise the Debtor concerning the requirements of the
Bankruptcy Court and applicable rules as the same effect the Debtor
in these proceedings;

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

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

The Firm will render services to the Debtor at:

     Mr. Orantes' discounted hourly rate of $500.00,
     $250.00 to $500.00 for associates, and
     $160.00 to $200.00 for the time accrued by paralegals.

Giovani Orantes attests that the Firm is a disinterested person
within the meaning of 11 U.S.C. Sec. 101(14).

The Firm can be reached through:

     Giovanni Orantes, Esq.
     THE ORANTES LAW FIRM, A.P.C.
     3435 Wilshire Blvd Ste 2920
     Los Angeles, CA 90010
     Tel: 888-619-8222
     Fax: 877-789-5776
     E-mail: go@gobklaw.com

               About Baldwin Park Congregate Home

Baldwin Park Congregate Home, Inc. owns and operates a skilled
nursing facility in Baldwin Park, Calif.  Baldwin Park Congregate
Home filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal.
Case No. 17-13634) on March 24, 2017, estimating assets in the
range of $0 to $50,000 and liabilities of up to $10 million.
Eileen Cambe signed the petition as chief executive officer.  The
Hon. Julia W. Brand presides over the case.  The Debtor is
represented by Giovanni Orantes, Esq. of Orantes Law Firm.


BELLS FOOD: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Bells Food Center of Albion NY, Inc.
           dba Bells Food Center
           dba Save-A-Lot
           dba Bell's Food Center of Albion, N.Y., Inc.
           dba Pawlaks Save A Lot
        318 West Ave.
        Albion, NY 14411

Case No.: 17-10953

Business Description: Bells Food Center of Albion NY, Inc.
                      is engaged in the grocery store business.
                      It is a small business debtor as defined in
                      11 U.S.C. 101(51D).

Chapter 11 Petition Date: May 8, 2017

Court: United States Bankruptcy Court
       Western District of New York (Buffalo)

Judge: Hon. Michael J. Kaplan

Debtor's Counsel: Beth Ann Bivona, Esq.
                  BARCLAY DAMON LLP
                  The Avant Building, Suite 1200
                  200 Delaware Ave.
                  Buffalo, NY 14202-2150
                  Tel: (716) 856-5500
                  Fax: 716-856-5510
                  E-mail: bbivona@barclaydamon.com

                    - and -

                  John R. Weider, Esq.
                  BARCLAY DAMON, LLP
                  100 Chestnut Street
                  2000 HSBC Plaza
                  Rochester, NY 14604
                  Tel: 585-295-4306
                  Fax: 585-295-8402
                  E-mail: jweider@barclaydamon.com

Total Assets: $369,526

Total Liabilities: $1.72 million

The petition was signed by Jerome F. Pawlak, president.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/nywb17-10953.pdf


BERNARD MADOFF: Int'l Comity Issues Don't Require Clawback Appeal
-----------------------------------------------------------------
Alex Wolf, writing for Bankruptcy Law360, reports that the Hon.
Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern
District of New York ruled that the international comity issues at
hand do not necessitate a direct appeal in a $22 million Bernard
Madoff Ponzi scheme clawback case.  The Royal Bank of Scotland
avoided facing a direct Second Circuit, Law360 relates.

                    About Bernard L. Madoff

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

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

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

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150

years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).  

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims.  As of Dec. 14,

2016, the SIPA Trustee has recovered more than $11.486 billion
and, following the eight interim distribution in January 2017,
will raise total distributions to approximately $9.72 billion,
which includes more than $839.6 million in advances committed by
SIPC.


BILL BARRETT: Incurs $13.1 Million Net Loss in First Quarter
------------------------------------------------------------
Bill Barrett Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $13.11 million on $50.53 million of total operating revenues for
the three months ended March 31, 2017, compared to a net loss of
$46.49 million on $29.43 million of total operating revenues for
the three months ended March 31, 2016.

As of March 31, 2017, Bill Barrett had $1.40 billion in total
assets, $842.52 million in total liabilities and $559.22 million in
total stockholders' equity.

Adjusted net income (non-GAAP) for the first quarter of 2017 was a
net loss of $12 million, or $0.16 per diluted share.  EBITDAX for
the first quarter of 2017 was $36 million.  Adjusted net income
(loss) and EBITDAX are non-GAAP (Generally Accepted Accounting
Principles) measures.

Chief Executive Officer and President Scot Woodall commented,
"We're off to a good start in 2017 as we delivered production sales
volumes at the upper end of our guidance range and we continue to
demonstrate improvements in LOE and oil price realizations that are
having a positive impact on operating margins.  In the DJ Basin, we
are implementing enhanced drilling and completion concepts,
including higher sand concentration and tighter frac stage spacing
that we anticipate will improve well performance and recovery going
forward.  We placed two DSUs on initial flowback during the first
quarter and are on track to execute a 70-75 well program in the DJ
Basin this year, including the addition of a second drilling rig
during the second quarter that establishes a strong foundation of
growth for 2018.  We recently took advantage of changing oil market
dynamics in Utah and negotiated a significant improvement in our
Uinta Oil Program oil pricing contracts effective May 2017.  This
translates into improved well economics as we have recently
initiated a recompletion program.  Consistent with our strategy of
maintaining balance sheet flexibility, we issued $275 million of
senior notes, due 2025.  The proceeds, plus cash on hand, will be
used to redeem our existing $315 million of senior notes, due
October 2019 and extends our nearest maturity to 2022.  The
reduction in debt and related extension of maturity positions us
better financially for the future."

                 OPERATING AND FINANCIAL RESULTS

Oil, natural gas and natural gas liquids ("NGL") production totaled
approximately 1.43 million barrels of oil equivalent ("MMBoe") in
the first quarter of 2017. First quarter production was at the
upper end of the guidance range of 1.35-1.45 MMBoe and represents a
12% increase in production sales volumes compared to the first
quarter of 2016, excluding production associated with asset sales.
Higher production sales volumes relative to the comparable 2016
period were primarily the result of production volumes associated
with XRL wells that were placed on production during the first half
of 2016, while the sequential decline is primarily due to natural
declines, as no new wells were placed on production during the
second half of 2016.

First quarter production was 58% oil, 22% natural gas and 20% NGLs.
First quarter sales volumes had a higher natural gas component
than previous quarters as a result of no new XRL wells being placed
on production during the second half of 2016.  The Company
anticipates that the oil component of total production will
increase as additional XRL wells are placed on production during
2017.

Cash operating costs (lease operating expense ("LOE"), gathering,
transportation and processing costs and production tax expense)
averaged $4.65 per Boe in the first quarter of 2017, a 32%
reduction compared to the first quarter of 2016, when cash
operating costs averaged $6.81 per Boe.

LOE averaged $4.09 per Boe in the first quarter of 2017 compared to
$6.46 per Boe in the first quarter of 2016.  LOE in the DJ Basin
averaged $3.47 per Boe in the first quarter of 2017 compared to
$4.80 per Boe in the first quarter of 2016.  The year-over-year
reduction was a result of improved operational efficiencies,
disposition of higher LOE wells in the Uinta Oil Program ("UOP")
and lease operating cost reductions in both the DJ Basin and the
UOP.

The decrease in production tax expense compared to the fourth
quarter of 2016 is related to an annual adjustment of Colorado ad
valorem tax based on actual assessments and of the related Colorado
severance tax credit adjustment.

                     Debt and Liquidity

At March 31, 2017, the principal debt balance was $718.5 million,
while cash and cash equivalents were $265.9 million, resulting in
net debt (principal balance of debt outstanding less the cash and
cash equivalents balance) of $452.6 million.  Cash and cash
equivalents were reduced subsequent to the end of the quarter as
the Company made regularly scheduled interest payments of
approximately $26 million related to its Senior Notes due 2019 and
2022.

The Company is undergoing its semi-annual borrowing base review and
expects that its current borrowing base of $300 million will remain
unchanged upon completion of the review.  The Company has $274
million in available borrowing capacity, after taking into account
a $26 million letter of credit.

On April 28, 2017, the Company closed on an offering of $275
million in aggregate principal amount of 8.75% senior unsecured
notes due 2025.  Net proceeds from the offering, together with
available cash on hand, will be used to reduce long-term debt
through the redemption of the outstanding 7.625% Senior Notes due
2019 and and the outstanding 5% Convertible Senior Notes due 2028.

                   Capital Expenditures

Capital expenditures for the first quarter of 2017 totaled $59.2
million, which was below the Company's guidance range of $60-65
million.  The Company operated one drilling rig during the quarter
and spud 5 XRL and 9 mid-reach lateral ("MRL") wells.  In addition,
completion operations were finalized on 13 XRL wells. Capital
expenditures for the first quarter consisted of $45.1 million for
drilling and completions, $13.5 million for previously announced DJ
Basin acreage acquisitions, and $0.6 million for infrastructure and
corporate assets.

                   OPERATIONAL HIGHLIGHTS

DJ Basin

The Company produced an average of 14,187 Boe/d in the first
quarter of 2017, which was 22% greater than the first quarter of
2016 average of 11,670 Boe/d.  The Company achieved this growth
despite a reduction in drilling activity for approximately two
quarters in 2016 due to low oil prices.  Drilling activity was
resumed in September 2016 and two DSUs were placed on initial
flowback during the first quarter.  The Company is currently
operating one drilling rig and plans to add a second rig during the
second quarter of 2017.

The following provides a synopsis of the current DSU activity:

   * 4-62-20 - the DSU is located within the southern area of NE
     Wattenberg and includes 4 XRL wells, which incorporated
     increased proppant of up to 1,200 pounds of sand per lateral
     foot.  The wells were placed on initial flowback in February
     2017.

   * 5-62-27 - the DSU is located within the central area of NE
     Wattenberg and includes 9 XRL wells, which incorporated
     increased proppant of approximately 1,500 pounds of sand per
     lateral foot.  The wells were placed on initial flowback in
     March 2017.

   * 6-62-10/6-62-11 - the DSU is located within the northern area
     of NE Wattenberg and includes 4 XRL wells.  An additional 10
     MRL wells, with a lateral length of approximately 7,300 feet,
     were drilled to develop the DSU based on lease configuration.
     The wells are scheduled to be placed on initial flowback
     during the second quarter of 2017.  Completion operations
     will incorporate enhanced proppant of up to 1,500 pounds of
     sand per lateral foot and a reduction in frac spacing from
     approximately 175 feet between stages to approximately 100-
     140 feet per stage.

   * 5-63-32 - the DSU is located within the western area of NE
     Wattenberg and includes 5 XRL wells.  Drilling operations
     commenced in the second quarter and the wells are scheduled
     to be placed on initial flowback in the third quarter of
     2017.  The wells will incorporate enhanced proppant of up to
     1,500 pounds of sand per lateral foot and frac spacing of
     approximately 100-120 feet between stages.

   * XRL well drilling days to rig release have averaged
     approximately 6.7 days per well during 2017, including a
     best-in-class well that was drilled in approximately 5.6
     days.  This represents a 26% improvement over 2016.  In
     addition, average feet drilled per day for an XRL well has
     increased 37% to 3,661 feet drilled per day compared to the
     2016 average of 2,668 feet drilled per day.

   * Drilling and completion costs for the most recent XRL wells
     averaged approximately $4.5 million per well, which includes
     the cost of incorporating higher proppant concentrations.

Pursuant to the Right-of-Way Leasing Act, the Company was issued a
2,882 acre federal lease under the Riverside Reservoir in the
middle of its central and southern acreage area at a de minimis
minimum bid purchase amount.  The Company is engaged in forming a
unit containing this acreage, which will provide up to 50 XRL
drilling locations.

Uinta Oil Program

Production sales volumes averaged 1,711 Boe/d (94% oil) during the
first quarter of 2017.  The Company has begun a nine well
recompletion program.  The Company recently took advantage of
changing market dynamics to negotiate new marketing contracts and
expects that oil price differentials will average approximately
$2.00 per barrel beginning May 1, 2017.  The contracts are for a
period of two years and compare favorably to an average oil price
differential of $7.75 per barrel for 2016.

2017 OPERATING GUIDANCE

The Company is providing the following update to its 2017 operating
guidance.

  * Capital expenditures of $255-$285 million, unchanged

  * Second quarter capital expenditures are expected to total $65-
    $75 million

  * Production of 6.0-6.5 MMBoe, unchanged

      * Second quarter production sales volumes are expected to
        approximate 1.45-1.55 MMBoe

      * Second quarter production is expected to be weighted
        approximately 60% oil

  * Lease operating expense of $27-$30 million, unchanged

  * General and administrative expenses of $30-$33 million,
    unchanged

  * Gathering, transportation and processing costs of $2-$3
    million, unchanged

  * Unused commitment for firm natural gas transportation charges
    of $18-$19 million, unchanged

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

                   https://is.gd/qs1jHX

                     About Bill Barrett

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

Bill Barrett reported a net loss of $170.4 million on $178.8
million of total operating revenues for the year ended Dec. 31,
2016, compared to a net loss of $487.8 million on $207.9 million of
total operating revenues for the year ended Dec. 31, 2015.


BIOSTAGE INC: Has 37.1M Shares Outstanding as of April 24
---------------------------------------------------------
Biostage, Inc., posted an updated version of its investor
presentation on its website, which the Company may use from time to
time.  Investors should read the updated investor presentation in
its entirety, including the cautionary statement regarding forward
looking statements in the beginning of the presentation. The
forward looking statements in the updated investor presentation
involve known and unknown risks, uncertainties and other factors
that may cause the Company's actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking statements.

Financial Snapshot

         NASDAQ                  BSTG
         Recent Price            $0.31 as of April 24, 2017
         52-Week Range           $0.29-$2.86 as of April 24, 2017
         Market Cap              $11.5M as of April 24, 2017
         Shares Outstanding      37.1M as of April 24, 2017
         Cash on Hand            $2.9M as of Dec. 31, 2016
         Cash raised in Feb 2017
         net of fees             $6.8M
         1/4ly Cash Burn, LTM    $2-3M

To view the updated investor presentation, please visit the
following link: http://ir.biostage.com/events-and-presentations

                      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.


BLANKENSHIP FARMS: Trustee Taps Evans as Real Estate Agent
----------------------------------------------------------
Marianna Williams, as Chapter 11 Trustee of Blankenship Farms LP,
seeks authorization from the US Bankruptcy Court for the Western
District of Tennessee, Eastern Division, to retain Alan Evans and
Evans Real Estate to act as real estate agent for the Trustee for
certain property.

Among the assets owned by the Debtor is a real property consisting
of a tract of land of approximately 133 acres located on TJ Evans
Road, Parsons, Decatur County, Tennessee referenced as Tax Map 021
Parcel 001.00 (Johnson Farm).

The Listing Agreement provides that Evans shall be paid a
commission of 6% of the sales price of the Johnson Farm.

Alan Evans attests that he does not represent any interest adverse
to the Debtor in matters for which he is to be engaged and he is
disinterested.

The Firm can be reached through:

     Alan Evans
     Evans Real Estate
     P.O. Box 98
     18 West Second St.
     Parsons, TN 38363
     Tel: 31-847-4561
     Email: alan@evansrealestate.net

                   About Blankenship Farms, LP

Headquartered in Parsons, Tennessee, Blankenship Farms, LP, is an
active Tennessee limited partnership whose primary business is
farming operations for row crop and cattle.  It filed for Chapter
11 bankruptcy protection (Bankr. W.D. Tenn. Case No. 16-10840) on
April 27, 2016, estimating its assets and liabilities between $1
million and $10 million.  The petition was signed by James Trent
Blankenship, president of TWB Management Inc., general partner of
Debtor.  

The case is assigned to Judge Jimmy L. Croom.  

Robert Campbell Hillyer, Esq., at Butler Snow LLP, serves as
counsel to the Debtor.  Adam Vandiver of Vandiver Enterprises, LLC,
serves as farm equipment appraiser, and Brasher Accounting is the
accountant.

Marianna Williams was appointed as Chapter 11 trustee for
Blankenship Farms, LP.  The trustee hired Baker Donelson Bearman
Caldwell & Berkowitz, PC as legal counsel.


BUY WHOLESALE: Gets Approval of Plan to Exit Bankruptcy
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee on
April 28 confirmed the plan proposed by Buy Wholesale, Inc. to exit
Chapter 11 protection.

Under the reorganization plan, Class 4 general unsecured claims
will be paid from the proceeds of any refinance or sale of the
company's real property located at 25 Lincoln Street, Nashville,
Tennessee, after the property taxes owed to Metro Government, the
priority claims of the Tennessee Department of Revenue and the
secured claims of JKN Partnership, World Business Lenders, and JB&B
Investments, LLC.

Should there not be enough proceeds from the refinance or sale, Buy
Wholesale will begin making equal monthly installments on the
remaining balance up to $100,000 on the first day of the month
following a sale.  Payments will continue for 10 years at 0%
interest, according to the company's second amended disclosure
statement.

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

                     https://is.gd/F477mm

                    About Buy Wholesale Inc.

Buy Wholesale, Inc., dba Buy Wholesale Outlet, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. M. D. Tenn. Case
No. 16-03573) on May 18, 2016.  The petition was signed by John
Adams, chief financial officer.  The case is assigned to Judge
Marian F. Harrison.

At the time of the filing, the Debtor disclosed $1.1 million in
assets and $1.15 million in debts.

A committee of unsecured creditors has not yet been appointed in
the Chapter 11 case of Buy Wholesale, Inc., according to a filing
with the U.S. Bankruptcy Court for the Middle District of
Tennessee.


CAR CHARGING: Justin Keener Reports 5.5% Stake as of April 26
-------------------------------------------------------------
As of April 26, 2017, Justin Keener is the beneficial owner of
4,662,209 shares of common stock of Car Charging representing 5.48
percent of the shares outstanding.  Those shares of Common Stock
are issuable upon exercise of certain warrants held by him.  A
full-text copy of the Schedule 13G is available for free at
https://is.gd/jyVR7x

                     About Car Charging

Miami Beach, Florida-based Car Charging Group, Inc., is a leading
owner, operator, and provider of electric vehicle charging
equipment and networked EV charging services.  The Company offers
both residential and commercial EV charging equipment, enabling EV
drivers to easily recharge at various location types.

Car Charging reported a net loss attributable to common
shareholders of $9.16 million on $3.32 million of total revenues
for the year ended Dec. 31, 2016, compared with a net loss
attributable to common shareholders of $9.58 million on $3.95
million of total revenue for the year ended Dec. 31, 2015.

As of Dec. 31, 2016, Car Charging had $1.91 million in total
assets, $21.89 million in total liabilities, $825,000 in series B
convertible preferred stock, and $20.81 million in total
stockholders' equity.

Marcum LLP, in New York, NY, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2016, citing that the Company has incurred net losses since
inception and needs to raise additional funds to meet its
obligations and sustain its operations.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


CARE CAPITAL: S&P Affirms 'BB+' CCR Following Announced Merger
--------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' corporate credit rating on
Care Capital Properties Inc. and its operating partnership, Care
Capital Properties LP (collectively, Care Capital).  The outlook is
stable.  S&P also affirmed the 'BBB-' issue-level rating on the
company's senior unsecured notes.  The '2' recovery rating is
unchanged, indicating S&P's expectation for substantial recovery
(70%-90%; rounded estimate: 85%) in the event of a payment
default.

"The affirmation follows the joint announcement that Sabra has
agreed to merge with Care Capital.  The transaction is a
stock-for-stock deal in which Care Capital shareholders will
receive 1.123 Sabra shares for each Care Capital share held.  Pro
forma for the transaction, ownership will be approximately 59% Care
Capital shareholders and 41% Sabra shareholders.  The companies
expect shareholder approval and closing prior to the end of the
third quarter," said credit analyst Michael Souers.

S&P's outlook on Care Capital is stable.  This reflects S&P's view
that the combined company will generate stable cash flows from a
triple-net leased portfolio with negligible near-term lease
expirations.  S&P expects debt to EBITDA in the mid-5x range on a
pro forma basis, and project future investments will be funded in a
leverage-neutral manner, further strengthening the company's scale
and diversification.

S&P would consider a positive rating action if the combined company
materially increases its scale in a leverage-neutral fashion while
continuing to improve tenant and geographic diversity.  Moreover,
S&P would like to see the company's tenant-level rent coverage,
which has been under pressure over the past year, improve to
similar levels of higher-rated peers.  S&P could also raise the
rating if the company operates with a more conservative financial
policy, such that debt to EBITDA improves to and is sustained below
5x.  The reimbursement risk inherent with the skilled nursing
business, and the persistent headwinds facing the sector, reduces
the likelihood of an upgrade over the next 12 months.

S&P could lower the rating following the transaction if operating
results deteriorate significantly, possibly as a result of
reimbursement issues that cause a meaningful drop in tenant-level
coverage and result in rent renegotiations with operators.  S&P
could also lower the rating if the company aggressively pursues
debt-financed acquisitions that cause debt to EBITDA to rise above
6.5x for a sustained period.


CDK GLOBAL: S&P Affirms 'BB+' CCR on Proposed Notes Issuance
------------------------------------------------------------
S&P Global Ratings affirmed all of its existing ratings including
its 'BB+' corporate credit rating on Hoffman Estates, Ill.-based
CDK Global Inc.  The outlook is stable.

At the same time, S&P assigned 'BB+' issue-level and '3' recovery
ratings to the company's proposed $500 million senior unsecured
notes due in 2027.  The '3' recovery rating indicates S&P's
expectation for meaningful recovery (50%-70%; rounded estimate:
55%) in the event of a default.

"Following the transaction, adjusted leverage will increase to
around 3x from the low-2x area, which has been factored into our
'BB+' rating and is in line with CDK's stated financial policy of
operating with net leverage in the 2.5x-3x range," said S&P Global
Ratings credit analyst, Kenneth Fleming.  S&P expects that CDK will
maintain this level over the next year as expected share buybacks
will be mostly funded from free operating cash flow (FOCF)
generation.  Since its spinoff from ADP in 2014, CDK has faced
pressure from activist investors, including Elliott Management,
which owns about 10% of CDK, to improve margins and increase
shareholder returns.  Additionally, S&P expects the company will
continue to execute its restructuring program with significant
improvement in EBITDA margins over the next year while reporting
modest topline growth.

The stable outlook reflects CDK's market leadership position in the
auto dealer IT market and improving EBITDA margins under its
current restructuring program.  While S&P expects that the company
will maintain leverage at the high end of its stated 2.5x-3x net
leverage target over the next year with aggressive share buybacks,
we project that CDK's recurring revenue model and solid free cash
flow generation above $400 million over the next 12 months would
enable it to meet its shareholder return initiatives.

S&P could lower the rating over the next 12 months if adjusted
leverage exceeds 3x on a sustained basis as a result of a failure
to execute on its business transformation or incremental debt
incurred to support shareholder returns or acquisitions.

Although unlikely over the next 12 months, S&P could raise the
rating if the company executes on its restructuring program,
leading to adjusted EBITDA margins in the mid-30% area with
consistent revenue growth and an increased international presence,
while maintaining leverage at 3x or below on a sustained basis.


CENTURY COMMUNITIES: Moody's Rates New $300MM Sr. Unsec. Notes B3
-----------------------------------------------------------------
Moody's Investors Service rated the new $300 million of senior
unsecured notes due 2025 of Century Communities, Inc. B3, ratings
under review for upgrade. All of Century's other ratings remain
unchanged.

Moody's placed Century's ratings under review for upgrade on
April 11, 2017, following the latter's announcement that it was
acquiring UCP, Inc. (formerly rated B3; currently not rated) for
about $336 million, of which about $116 million will be paid for
with new Century equity. Proceeds of this note offering will be
used to repay drawings under Century's revolver, with the balance
to be added to working capital that will then be used to help fund
the cash portion of the UCP acquisition when the transaction
closes.

Issuer: Century Communities, Inc.

$300 million of new senior unsecured notes due 2025, assigned a B3
(LGD4) placed under review for upgrade

RATINGS RATIONALE

Pro forma for this note offering and for the later closing of the
UCP acquisition, Century will have an adjusted total debt to book
capitalization ratio of approximately 56.5%. Importantly, Century
will have pro forma revenues exceeding $1 billion and tangible net
worth exceeding $500 million, which are two of the size hurdles for
US homebuilders to achieve in order to move from a B3 rating to a
B2 rating.

The review will focus on Century's plans to reduce debt leverage,
integrate UCP, and compete essentially on a nationwide basis with
the much larger industry players. Moody's views the integration of
UCP as being Century's main test. Besides being Century largest
acquisition to date, UCP extends Century's footprint into
California, where everything homebuilding-related tends to be more
expensive and challenging.

The B3 Corporate Family Rating prior to Moody's putting Century
under review for upgrade reflected the company's small size and
scale as well as its limited geographical diversity, although all
three of these features have shown improvement in recent years, and
the acquisition of UCP, if consummated, essentially puts Century
over the hump as far as these factors are concerned. However,
Moody's anticipates that Century will be cash flow negative in
2017, owing to its land investments, and the company's expansion
goals will likely keep free cash flow weak in later years as well.
The company has an active acquisition strategy, having acquired
four companies in 2013 and 2014 and announcing its combination with
UCP in a transaction scheduled to close in August 2017. Moody's
anticipates that this appetite for acquisitions will continue in
the coming years after a reasonable "digestion" interval, because
the company aggressively seeks growth and to expand its
geographical footprint.

At the same time, however, Century generates solid financial
metrics, made it through the prior housing downturn intact, and is
located in several healthy homebuilding markets in Colorado, Las
Vegas and Atlanta. The proposed acquisition of UCP puts Century
into additional attractive markets, including California and the
Pacific Northwest.

As the company has grown, it has frequently raised the size of its
committed revolving credit facility. As of February 2017, soon
after its $125 million add-on offering to its 6.875% senior
unsecured notes due 2022, the company raised its revolver size to
$400 million from $380 million. The revolver will mature on October
21, 2019. With this new note offering and repayment of the $65
million currently drawn, Century will have $400 million of
availability, a sizable line of credit given its size. However,
when the UCP transaction closes, Century expects to draw down
another $103.3 million on the revolver to help finance it, since
the company will have used the excess cash from the notes offering
to help fund seasonal working capital needs.Covenants include a
1.5x debt to tangible net worth leverage test, a 1.5x interest
coverage test, and a minimum tangible net worth test. Century has
ample headroom under these tests.

Founded in 2002 and headquartered in Greenwood Village, Colorado,
Century Communities is a builder of single-family homes, townhomes,
and flats in select major metropolitan markets in Colorado,
Georgia, Nevada, Texas, and Utah. The company has had 14
consecutive years of profitability since its formation, and based
on 2015 deliveries, as ranked by BUILDER Online, it is a top 25 US
homebuilder. Revenues and net income in 2016 were approximately
$979 million and $50 million, respectively.

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

Headquartered in San Jose, CA, UCP was established, through its
predecessor, in 2004 principally as a land developer under the name
Union Community Partners, LLC by its founder and current CEO,
Dustin Bogue (who will remain with Century Communities). Revenues
and net income in 2016 were approximately $349 million and $14
million, respectively.


CENTURY COMMUNITIES: S&P Assigns 'B' Rating on $300MM Notes
-----------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '3'
recovery rating to Denver-based homebuilder Century Communities
Inc.'s proposed $300 million senior unsecured notes due 2025.  The
'3' recovery rating indicates S&P's expectation for meaningful
(50%-70%; rounded estimate: 55%) recovery in the event of a
default.  S&P expects that the company will use the proceeds from
these notes to fund its previously announced acquisition of
homebuilder UCP Inc., which Century expects to close in the third
quarter.  All of S&P's other ratings on Century remain unchanged.

Century builds and markets detached and attached new homes,
primarily for move-up and entry-level buyers.  Last month, the
company announced that it plans to acquire its peer UCP Inc.  In
2016, Century and UCP delivered a combined 3,645 homes and
generated roughly $1.3 billion in revenue, which -- on a pro forma
basis -- would make the company the 17th-largest U.S. homebuilder.
Nevertheless, the company would still be smaller than most of its
rated peers.  With the acquisition of UCP, Century will expand its
operational footprint to 17 markets in 10 states (up from 10
markets in five states previously) and gain exposure to the West
Coast with new home communities in California and the Pacific
Northwest.

RATINGS LIST

Century Communities Inc.
Corporate Credit Rating             B/Positive/--

New Rating

Century Communities Inc.
Senior Unsecured
  $300 mil senior notes due 2025     B
   Recovery Rating                   3(55%)


CHELLINO CRANE: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Affiliated debtors that filed Chapter 11 bankruptcy petitions:

      Debtor                                    Case No.
      ------                                    --------
      Chellino Crane Inc.                       17-14200
      915 Rowell Avenue
      Joliet, IL 60433

      Sam J Chellino Crane Rental, Inc.         17-14204

      G & B Equipment LLC                       17-14209

      Chellino/Industrial Park Family LP        17-14215

      Chellino Industrial Management, Inc.      17-14216

About the Debtors: Headquartered in Joliet, Illinois, the
                      Debtors are crane companies in the Midwest,
                      specializing in providing full service
                      capabilities to niche markets such as
                      refineries, power and chemical plants.
                      The Company consists of two divisions: a
                      Crane Division focused on providing
                      customers with a full range of crane
                      services and a Heavy Haul/Heavy Lift
                      Division which specializes in transport and
                      heavy lift/rigging services.  The Debtors
                      operate cranes for refineries owned by some
                      of the largest downstream oil and gas
                      refineries in the world.  Sam Chellino began
                      operating the Company in 1947, and to this
                      day the Company is family owned and operated
                      with Greg Chellino, president, currently
                      managing the business.  

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

Chapter 11 Petition Date: May 5, 2017

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Carol A. Doyle

Debtors' Counsel: Jonathan P Friedland, Esq.
                  Aaron L. Hammer, Esq., Esq.
                  Elizabeth B. Vandesteeg, Esq.
                  Jack O'Connor, Esq.
                  SUGAR FELSENTHAL GRAIS & HAMMER LLP
                  30 North LaSalle Street, Suite 3000
                  Chicago, IL 60602
                  Tel: 312-704-9400
                  Fax: 312-372-7951
                  Email: jfriedland@sfgh.com
                         ahammer@SFGH.com
                         evandesteeg@SFGH.com
                         joconnor@sfgh.com

Debtors'
Special
Counsel'          AKERMAN LLP

Debtors'
Financial
Advisor:          CONWAY MACKENZIE

Debtors'
Claims &
Noticing
Agent:            EPIQ BANKRUPTCY SOLUTIONS, LLC
                  http://dm.epiq11.com/#/case/CCR/info

Estimated Assets: $50 million to $100 million

Estimated Liabilities: $50 million to $100 million

The petitions were signed by Gregory Chellino, president.

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Lampson International                Trade Vendor        $873,857
607 E. Columbia Dr.
Kennwick, WA 99336
Contact: Chief Financial Officer
Tel: 509-586-0411
Fax: 509-586-4601

MOE Welfare Fund                     Trade Vendor        $317,093
M.O.E. Fringe Benefit Funds
6200 Joliet Rd
Countryside, IL 60525
Contact: Chief Financial Officer
Tel: 708-579-6620
Fax: 708-482-3056

Assurance Agency Ltd.                Trade Vendor        $229,665
One Century Centre
1750 East Golf Road
Schaumburg, IL 60173
Contact: Chief Financial Officer
Tel: 847-797-5700
Fax: 847-440-9126

MOE Pension Trust Fund               Trade Vendor        $163,077

Walter Payton Power Equip, LLC       Trade Vendor        $145,392

Sterling Lumber Company              Trade Vendor        $134,307

Myshak Sales & Rentals               Trade Vendor        $109,901

Champ Equipment                      Trade Vendor        $100,000

American Express - GC                Trade Vendor         $81,273
Email: ccsgsupport@service.americ
anexpress.com

American Express - FC                Trade Vendor         $79,648
Email: ccsgsupport@service.americ
anexpress.com

Will Country Collector               Trade Vendor         $66,807

Conant Crane Rental Company          Trade Vendor         $40,000

Chase Card Services                  Trade Vendor         $32,811

Howell Tractor & Equipment LLC - V   Trade Vendor         $32,713

Fleet Cost & Care                    Trade Vendor         $29,692

Tadano America Corp                  Trade Vendor         $29,376

MOE. Retirement Enhancement Fund-001 Trade Vendor         $28,944

Local 150 IUOE VAC. SVGS. Plan       Trade Vendor         $26,826

I.U.O.E. Local 150                   Trade Vendor         $25,679

MUELLER & Co., LLP                   Trade Vendor         $25,000

Feece Oil Company                    Trade Vendor         $21,793

MOE Local 150 Apprent. Fund          Trade Vendor         $18,355

ILOCA Services Inc.                  Trade Vendor         $17,250

R. Gingerich Crane Inc.              Trade Vendor         $17,100

Chicago White Sox                    Trade Vendor         $16,808

Towsley's Inc.                       Trade Vendor         $15,045
Email: info@towsleys.com

Hills Crane Inspection Service, Inc. Trade Vendor         $13,378

MOE Const Ind RSCH Serv TR Fnd       Trade Vendor         $13,130

Jackson/Lewis                        Trade Vendor         $11,957

McGrath Office Equipment             Trade Vendor         $11,345


CHURCH OF THE LIVING GOD: Taps Dunlap Law as Attorney
-----------------------------------------------------
Church of the Living God CWFF seeks authorization from the US
Bankruptcy Court for the Western District of Tennessee, Memphis
Division, to employ John E. Dunlap as attorney.

Services Mr. Dunlap will render are:

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

     b. attend meeting of creditors 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. take all necessary action to protect and preserve the
Debtor's estate, including prosecution of actions on its behalf,
the defense of any actions commenced against the Debtor, negotiate
concerning all litigation in which the Debtor is involved, and
objections to claims filed against the estate;

     d. prepare on behalf of the Debtor all motions, applications,
answers, orders, reports and papers necessary to the administration
of the estate;

     e. negotiate and prepare on the Debtor's behalf a plan of
reorganization, disclosure statements, and all related agreements
and documents and take all necessary action on behalf of the Debtor
to obtain confirmation of such a plan;

     f. advise the Debtor in connection with the sale of assets;

     g. appear before this Court, and any appellate courts, and the
U.S. Trustee and protect the interest of the Debtor's estate before
such Court and the U.S. Trustee; and

     h. perform all other necessary legal services and provide all
necessary legal advice to the Debtor in connection with this
Chapter 11 case.

John E. Dunlap, Esq. attests that he is a disinterested person as
defined by Section 101(14) of the Bankruptcy Code and does not hold
any interest or represent any interest adverse to the bankruptcy
estate.

Before the petition date, Mr. Dunlap received a total of $3,000.
Based on the contract the Debtor has agreed to compensate Mr.
Dunlap at the rate of $200 an hour.

The Firm can be reached through:

     John E. Dunlap, Esq.
     Law Office of John E. Dunlap PC
     3294 Polar Avenue #240
     Memphis, TN 38111
     Phone: (901) 320-1603
     Fax: (901) 320-6914
     Email: jdunlap00@gmail.com

Headquartered at Memphis, Tennessee, Church of the Living God CWFF
filed a voluntary petition for reorganization under Chapter 11 of
the United States Bankruptcy Code (Bankr. W.D. Tenn. Case No.
17-23409) on April 17, 2017.  John E. Dunlap, Esq. at Law Office of
John E. Dunlap PC represents the Debtor.


COHEN GRAND: Involuntary Chapter 11 Case Summary
------------------------------------------------
Alleged Debtor: Cohen Grand Lodge, LLC
                314 Hunter Ridge Drive
                Brian Head, UT 84719

Case Number: 17-23969

Type of Business: The Debtor is a single asset real estate as
                  defined in 11 U.S.C. Section 101(51B).

Involuntary Chapter 11 Petition Date: May 8, 2017

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Hon. William T. Thurman

Petitioners' Counsel: Michael R. Johnson, Esq.
                      RAY QUINNEY & NEBEKER P.C.
                      36 South State Street, Suite 1400
                      P.O. Box 45385
                      Salt Lake City, UT 84145-0385
                      Tel: (801) 532-1500
                      Fax: (801) 532-7543
                      E-mail: mjohnson@rqn.com

Alleged creditors who signed the involuntary petition:

   Petitioners                  Nature of Claim  Claim Amount
   -----------                  ---------------  ------------
Texas Express Loans, Inc.         Consulting          $7,500
Edward Lester, President           Services
753 East Walnut Street
Long Beach, NY 11561

James Richard Parsons, III      Unpaid Payroll          $420
4328 West 1650 North
Cedar City, UT 84721
SSN / ITIN: xxx-xx-8250

Cohen General Growth Hotels, L.P.    Loan         $1,000,000
11650 South State Street, Suite 240
Draper, UT 84020

Cherese Platt                      Overtime/            $300
426 East Nichols                     Wages
Canyon Road 1407
Cedar City, UT 84721


CONSTELLATION ENTERPRISES: US Trustee, et al. Object to Ch. 11 Deal
-------------------------------------------------------------------
Andrew R. Vara, the Acting U.S. Trustee for Region 3, and The
Prepetition DDTL Lenders and the Prepetition DDTL Agent filed with
the U.S. Bankruptcy Court for the District of Delaware a
supplemental objection to the joint motion of Constellation
Enterprises LLC, et al., and the Official Committee of Unsecured
Creditors for an order approving the settlement by and among the
Debtors, the Committee, the purchaser and the ad hoc noteholders
group.

Jeff Montgomery, writing for Bankruptcy Law360, reports that the
U.S. Trustee and two creditor groups said that the settlement
launders assets and runs afoul of a recent U.S. Supreme Court
structured dismissal ruling.

"This Court should, therefore, deny the Motions because the
settlement would result in an end-of-case distribution to some
creditors that violates the Code's priority rules -- the very
result foreclosed by Jevic," the U.S. Trustee says.  "The fiction
of 'gifting' by high- and low-priority creditors to evade the
Code's priority rules does not and cannot square with the Supreme
Court's unequivocal support for 'the protections Congress granted
particular classes of creditors.  The Supreme Court recognized that
'gifting' undermines the rights of creditors by, among other harms,
depriving them of the prospect of a settlement that respects their
priority.  Similarly, 'gifting' here unleashes the very harms that
the Court sought to avoid, namely seeming collusion between debtors
and favored creditors to squeeze out disfavored creditors and the
increased difficulty of reaching global settlements.  For all of
these reasons, the Motions violate the Code's priority rules and
present this Court with the same question that the Supreme Court
just answered."

According to the DDTL Parties, the Joint Settlement Motion cannot
be approved.  "Through the Distribution Term Sheet, the Debtors and
the Committee are seeking a transparent end-around the Supreme
Court's recent decision in Jevic which prohibits structured
dismissals that violate the Bankruptcy Code's basic priority
scheme.  Specifically, the Debtors and the Committee laundered
estate assets through the Purchaser and now seek authority to
distribute those assets in violation of the Bankruptcy Code's basic
priority scheme.  And in doing so, the Debtors and the Committee
have offered no Bankruptcy Code-related objective that such a
scheme satisfies.  Of course, given the state of these Chapter 11
cases, with substantially all of the assets sold and the Debtors
teetering on the brink of administrative insolvency, no Bankruptcy
Code-related objective can now be achieved by the priority
violating Distribution Scheme," the DDTL Parties state.

The DDTL Parties claim that even if the Distribution Scheme could
satisfy Jevic, the Distribution Scheme cannot be approved under
Bankruptcy Rule 9019.  The DDTL Parties say that "if, as the
Debtors and the Committee allege, the Distribution Scheme complies
with Jevic because only non-estate assets are involved, then this
Court lacks the jurisdiction necessary to preside over crucial
components of the Distribution Scheme.  Furthermore, the Debtors
and the Committee have failed to show any claims or causes of
action that are subject to settlement, a necessary predicate for
approval of a settlement under Bankruptcy Rule 9019.  Finally, the
Debtors failed to exercise sound business judgment when approving
the settlement as the Debtors were not sufficiently informed of the
material terms nor did they engage in any negotiations of the terms
for the benefit of the estate."

Copies of the Objections are available at:

         http://bankrupt.com/misc/deb16-11213-945.pdf
         http://bankrupt.com/misc/deb16-11213-948.pdf

                About Constellation Enterprises

Constellation Enterprises LLC, through its subsidiaries,
manufactures custom engineered metal components for various end
markets such as rail transportation, oil and gas, general
industrial, nuclear, aerospace, and small gas engine markets.  The
company was incorporated in 1996 and is based in Caldwell, Texas.

Constellation Enterprises LLC and its affiliates filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Lead Case No. 16-11213) on
May 16, 2016.

William Lowry, chief financial officer, signed the petitions.

Constellation Enterprises estimated assets between $1 million and
$10 million and debt between $100 million and $500 million.

Adam C. Rogoff, Esq., and Joseph A. Shifer, Esq., at Kramer Levin
Naftalis & Frankel LLP serve as the Debtors' bankruptcy counsel.
Daniel J. DeFranceschi, Esq., Zachary I. Shapiro, Esq., Rachel L.
Biblo, Esq., and Joseph C. Barsalona II, Esq., at Richards, Layton
& Finger, P.A., serve as the Debtors' co-counsel.

Imperial Capital, LLC, is the Debtors' financial advisor. Conway
Mackenzie Management Services LLC is the Debtors' crisis management
& restructuring services provider.  Epiq Bankruptcy Solutions, LLC,
is the Debtors' claims and noticing agent.


DART MUSIC: Heritage Global to Manage Sale, May 31 Auction Set
--------------------------------------------------------------
Heritage Global Partners ("HGP"), a global leader in asset advisory
and auction services and a subsidiary of Heritage Global Inc., on
May 3, 2017, disclosed that it will manage the sale, subject to
U.S. Bankruptcy Court Approval (Case #3:17-BK-01300), of Dart
Music, Inc., a leading music metadata services company and
technology platform headquartered in Nashville, TN.

Heritage Global is immediately accepting offers for Dart Music.
All bids must be submitted in writing by May 22, 2017.  Should
Heritage receive multiple qualified bids, an auction will be held
in person at 9:00 a.m. CDT on May 31 at Nelson, Mullins, Riley and
Scarborough, LLP (150 Fourth Ave. North, Suite 1100, Nashville,
TN).  A hearing to confirm the winning bid will occur on June 6 at
9:00 a.m. CDT.

As the first automated distributor of classical music, Dart Music,
The Music Metadata CompanyTM, offers proprietary technology that
helps the music industry create and maintain consistent metadata to
deliver information quickly and with precision.  Dart's platforms
enable consumers to easily find their selections by solving complex
metadata specifications of digital music stores, while also
allowing artists and composers to extend their distribution and
collect royalties for their work.

Key Valuation Drivers:

   -- Valuable distribution agreements with leading digital music
platforms, numerous labels, performing rights organizations, and
publishers, etc.

   -- Patent-pending metadata technology also serves booksellers
and can be scaled to address the needs of other industries
Company comprised of leading music, technology and content experts
from Apple, BMI, Shazam, Sony and Universal

   -- Projected 2017 Revenue of $1.3 million, representing
year-over-year growth of over 3,000%

Nick Dove, HGP Director of Sales stated, "The sale of Dart Music is
an unprecedented opportunity for buyers to acquire superior
metadata technology that is revolutionizing the music industry.
Dart's technology is not limited to music and its metadata platform
can be scaled to serve wide range of industries including video
content, literature, healthcare, politics and more.  We expect
significant interest for the sale of Dart Music and encourage
global buyers to submit their bids soon."

                       About Dart Music

Dart Music, Inc., sought Chapter 11 protection (Bankr. M.D. Tenn.
Case No. 17-01300) on Feb. 27, 2017.  The petition was signed by
Chris McMurtry, chief executive officer.  The Debtor estimated
assets in the range of $50,000 to $100,000 and $1 million to $10
million in debt.  

The case is assigned to Judge Randal S. Mashburn.

The Debtor tapped Shane Gibson Ramsey, Esq., at Nelson Mullins
Riley & Scarborough LLP, as counsel.


DENTON HARDWOODS: Wants to Use BB&T's Cash Collateral
-----------------------------------------------------
Denton Hardwoods, Inc., asks permission from the U.S. Bankruptcy
Court for the Middle District of North Carolina to use cash
collateral of Branch Banking and Trust Company.

On March 20, 2001, Denton Hardwoods executed a promissory note in
the original principal amount of $192,000 in favor of Branch
Banking and Trust Company.  The Debtor entered into four additional
notes between that date and Oct. 8, 2010, with BB&T.  The final two
notes entered was for $700,000 total.  The Debtor estimates that
approximately $678,000 is currently owed under the last two
Promissory Notes.  Denton Hardwoods secured by all of the Debtor's
inventory and accounts pursuant to a Security Agreement dated March
20, 2001.  On Oct. 8, 2010, Denton Hardwoods executed a deed of
trust securing the last two Promissory Notes by the real estate of
approximately 7.58 acres located at 8811 New Hope Road,
Denton, NC.  As of the Petition Date, Denton Hardwoods' bank
accounts had an available balance of approximately $105.  As of the
Petition Date, Denton Hardwoods' accounts receivable was worth
approximately $0.  As of the Petition Date, Denton Hardwoods was
holding less than $100 worth of inventory.  Collectively, the
Debtor's bank accounts, accounts receivable, and inventory have a
collective value of approximately $205.  The Debtor's bank
accounts, accounts receivable, and inventory constitutes cash
collateral as defined by the Bankruptcy Code.

At the time of filing, the Debtor does not have in place any credit
facility which would allow for it to borrow funds for the purpose
of operation thereby requiring them to use the cash generated from
their prepetition and postpetition operations to pay all expenses
incurred in the ordinary course of business.  If the cash on hand,
cash generated from accounts receivable through the operation of
the Debtor's business, cash generated from the use of the Debtor's
inventory, and income from the Debtor's business are cash
collateral, then the Debtor is restricted from using the same
without either the consent of those parties claiming a secured
interest on the cash collateral or court approval.

The Debtor is in need of authority to use cash collateral after the
filing of the petition.  The cash collateral the Debtor seeks to
use are funds currently held in the Debtor's bank account, and any
sales of existing inventory based upon the continued operation of
the business.  If the authority is not granted to use cash
collateral to operate the Debtor's business in the ordinary course,
it will result in a detrimental impact on the continued viability
of the business, would interfere with the prospects of
reorganization of the Debtor, would likely impair the value of the
collateral secured by BB&T and, in all likelihood, would result in
the Debtor being unable to operate and therefore forced into
liquidation.  The forced liquidation of the assets of the Debtor
would be adverse to the interest of secured creditors, unsecured
creditors, and all other creditors and parties in interest in this
proceeding.  The use of cash collateral will be necessary to allow
the Debtor to pay its operational needs which include the cost of
maintaining the business, payment of wages, salaries, and other
normal expenses incurred in the ordinary course of the Debtor's
business and as a result of the filing of the Chapter 11
proceeding.  

At this time, the Debtor is unable to obtain unsecured credit to
enable it to properly obtain the necessary funds for operation of
the business and further anticipate it will be on a C.O.D. or cash
only basis in the Chapter 11 proceeding with its suppliers.  The
Debtor has been unable to secure post petition secured financing
from any alternative source which would allow for the viable
operations of the Debtor.

The Debtor says that BB&T will be adequately protected by
continuing to allow it to maintain a security interest in the real
and personal property which was held prepetition having the same
priority and rights in the collateral as it had prepetition.  The
use of the pre- and post-petition cash will assist in the Debtor
preserving the ability to collect postpetition profits, allowing
the Debtor to continue to maintain the business.

BB&T will be granted a postpetition security interest and lien (of
the same validity, extent and priority as the prepetition security
interest in the Pre-Petition Collateral) in and to: (i) all
proceeds from the disposition of any of the Pre-Petition
Collateral, including Cash Collateral, and (ii) any assets or
properties acquired by the Debtor after the Petition Date and the
proceeds thereof (i) and (ii) above being herein called the "Post
Petition Collateral" and together with the Pre-Petition Collateral,
the same are herein called the collateral.  The liens and security
interests granted to BB&T will be limited in an amount to the sum
of the aggregate diminution subsequent to the Petition Date in the
value of the interest of BB&T in the Pre-Petition Collateral
(including Cash Collateral) resulting from such utilization or the
consumption of Pre-Petition Collateral.  The security interests and
liens granted will be valid, perfected and enforceable security
interests and liens on the property of the Debtor's estate without
further filing or recording of any document or instrument or any
other action.  The validity, perfection and priority will be the
same status as any security interest held prepetition.  This
Collateral will not include a lien on any proceeds created by
avoidance actions or a lien on any avoidance actions of the Debtor
as the avoidance action may exist for the benefit of the estate.
This Collateral would not include a lien on any of the petition
retainers to professional and any funds distributed to
professionals in accordance with the budget as approved by the
Court or other order of the Court.

Copies of the Motion and the Budget are available at:

           http://bankrupt.com/misc/ncmb17-10510-4.pdf
           http://bankrupt.com/misc/ncmb17-10510-4-1.pdf

                    About Denton Hardwoods

Denton, North Carolina-based Denton Hardwoods, Inc., was started in
February 2001 as a lumber drying, grading and hardwood resale
business.  Over the years that followed, it was a profitable
business, and expanded its operations through facility growth and
product development.  Robert Conner is the sole insider of the
Debtor.  He is the president and a 100% shareholder of the Debtor.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr.
M.D.N.C. Case No. 15-11211) on Nov. 5, 2015, estimating its assets
and liabilities at between $100,001 and $500,000 each.  Phillip E.
Bolton, Esq., at Bolton Law Group, serves as the Debtor's
bankruptcy counsel.  Robert Gray Conner, president, signed the
petition.

Judge Lena Mansori James presides over the case.


DEWEY & LEBOEUF: Former CFO Convicted in Split Verdict
------------------------------------------------------
Matthew Goldstein and Liz Moyer, writing for The New York Times,
reported that a jury in State Supreme Court in Lower Manhattan
convicted Joel Sanders, Dewey & LeBoeuf's former chief financial
officer, on three criminal counts arising from what prosecutors
said was a scheme to hide the firm's failing finances from
financial backers.

The report noted that another former executive on trial, Stephen
DiCarmine, was acquitted of the same charges.

According to the report, the verdict came after five full days of
deliberation following a trial that began in January.  The report
related that the second trial took place with much less attention
than the first, which was closely followed by New York lawyers
given the spectacular nature of Dewey's collapse into bankruptcy in
May 2012.  Two years after the firm's fall, criminal charges were
filed against some of its most senior executives, the report
related.

The jury convicted Mr. Sanders, who could be sentenced to as many
as four years in prison, on charges of securities fraud, scheme to
defraud and conspiracy, the report further related.

In his charge to the jury on May 1, Justice Robert M. Stolz said
Mr. DiCarmine and Mr. Sanders were on trial not for the financial
collapse of Dewey but on charges that they sought to conceal the
severity of its financial situation, the report said.

                    About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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


DIGICEL INT'L: Term Loan Upsize No Impact on Fitch B+ Rating
------------------------------------------------------------
Digicel Limited's (DL) announcement on May 8, 2017 that it would
increase the size of new term loans by its subsidiary, Digicel
International Finance Limited (DIFL), has no impact on the already
assigned 'B+/RR3 (EXP)' rating for the proposed transaction,
according to Fitch Ratings. DIFL plans to increase the size of its
term loan B by USD320 million to USD955 million from the originally
proposed USD635 million, mainly to redeem DL's USD250 million
senior notes due in 2020, and for generate corporate purposes,
including capex and acquisitions. Term loan A remains unchanged at
USD300 million, and the USD100 million revolving credit facility
will remain undrawn at the closing of the transaction.

The change in DIFL's loan issuance size is considered immaterial,
and will not affect the 'RR3' recovery rating for the transaction,
which represents good recovery prospects in case of default, given
their senior rankings against the parent's bonds and first lien
security claims on the assets of operating companies. Early
redemption of DL's 2020 notes, which Fitch currently rates 'B/RR4',
will result in enhanced financial flexibility and slightly improves
the company's debt maturity schedule, as it will not face any
material bond maturities until 2021 when the USD2 billion notes
become due.



DIRECTBUY HOLDINGS: Ex-Franchisee Can't Evade 3 Yrs. of Tax Debt
----------------------------------------------------------------
Vidya Kauri, writing for Bankruptcy Law360, reports that Thomas
Giacchi, a former franchisee for DirectBuy, failed to escape three
years of federal tax liabilities in bankruptcy proceedings when the
Third Circuit ruled that his late-filed tax forms cannot
legitimately be classified as returns.

Law360 recalls that Mr. Giacchi's tax forms were filed years after
they were due and after the Internal Revenue Service had already
assessed liabilities.

                    About DirectBuy Holdings

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

DirectBuy Holdings estimated $100 million to $500 million in assets
and liabilities.  

Judge Christopher S. Sontchi presides over the cases.

Marion M. Quirk, Esq., Nicholas J. Brannick, Esq., Michael D.
Sirota, Esq., Ilana Volkov, Esq., Felice R. Yudkin, Esq., at Cole
Schotz P.C., are serving as counsel to the Debtors.  Carl Marks &
Co. serves as the Debtors' financial advisor.  Prime Clerk LLC is
the claims and noticing agent.  

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

Andrew R. Vara, Acting U.S. Trustee for Region 3, appointed five
creditors of DirectBuy Holdings, Inc., to serve on the official
committee of unsecured creditors.  Saul Ewing LLP has been tapped
as counsel and Emerald Capital Advisors as financial advisors.

An ad hoc committee of prepetition noteholders, which include
Bayside DirectBuy, LLC, is being represented by Weil, Gotshal
Manges LLP and Pepper Hamilton LLP.


DIVERSITECH HOLDINGS: S&P Assigns 'B' CCR; Outlook Stable
---------------------------------------------------------
S&P Global Ratings said it assigned its 'B' corporate credit rating
to HVAC component manufacturer and supplier DiversiTech Holdings
Inc.  The outlook is stable.

S&P also assigned its 'B+' issue-level rating to the company's
proposed first-lien term loan and S&P's 'CCC+' issue-level rating
to the company's proposed second-lien term loan.  The '2' recovery
rating on the first-lien term loan indicates S&P's expectation for
substantial (70%-90%; rounded estimate: 70%) recovery to
bondholders in the event of a default, while the '6' recovery
rating on the second-lien term loan reflects expectations for a
negligible (0%-10%; rounded estimate: 0%) recovery.  Private equity
sponsor Permira Funds will partially fund the acquisition of
DiversiTech with the loan proceeds.

DiversiTech is a manufacturer and supplier of aftermarket HVAC
components with a broad range of products, largely acting as a
supplier to HVAC wholesalers.  The company distributes a mix of
parts manufactured in-house (roughly half), produced by contracted
manufacturing partners, or sourced from third parties.  DiversiTech
has operations and distribution in the U.K., Australia, and East
Asia, but generates a substantial majority of its sales in the U.S.


"The stable outlook on DiversiTech Holdings Inc. reflects our
expectation that revenues will continue to increase on a solid
trajectory from both organic and acquisitive growth," said S&P
Global Ratings credit analyst Christopher Andrews.  "We expect
leverage, however, to remain above 5x over the next 12 months.  We
also are cognizant that the company may undertake bolt-on
acquisitions, although we don't speculate about the size and timing
of such transactions our forecast."

Although S&P views it as unlikely over the next 12 months, it could
consider a negative rating action if growth stalls due to merger
integration issues or market factors that cause profitability to
drop, leading adjusted EBITDA margins to fall below 18%.  Likewise,
S&P may downgrade the company if aggressive debt-financed
acquisitions push leverage toward 7x and interest coverage toward
1.5x.

S&P doesn't view a positive rating action within 12 months as
probable because a more favorable view of the company's financial
risk profile would be contingent upon both the company achieving 5x
leverage, which is much stronger than S&P's forecast, and its
belief that the sponsor would be committed to maintaining leverage
below 5x.



EAST WEST COPOLYMER: U.S. Trustee Forms 3-Member Committee
----------------------------------------------------------
Henry G. Hobbs, Jr., Acting U.S. Trustee for Region 5, on May 4
appointed three creditors of East West Copolymer, LLC, to serve on
the official committee of unsecured creditors.

The committee members are:

     (1) Star Service Inc. of Baton Rouge
         Attn: Kirk A. Patrick, III
         450 Laurel Street, Suite 1600
         Baton Rouge, LA 70801

     (2) Alberty & Blakeney, LLC
         Attn: Fred L. Blakeney, Jr.
         7388 Highland Road, Suite 5
         Baton Rouge, LA 70808

     (3) Estes Refractory & Insulation of Louisiana Inc.
         Attn: Mark T. Maulden
         20353 Highway 182W
         Jeanerette, LA 70544

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense.  They may investigate the debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.

                About East West Copolymer, LLC

East West Copolymer, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. M.D.LA. Case No. 17-10327) on April 7, 2017.  Stewart
Robbins & Brown, LLC represents the Debtor as counsel.

In its petition, the Debtor estimated $1 million to $10 million in
assets and $10 million to $50 million in liabilities.  The petition
was signed by Gregory Nelson, manager.


EMERALD EXPOSITIONS: Moody's Hikes Corporate Family Rating to B1
----------------------------------------------------------------
Moody's Investors Service upgraded Emerald Expositions Holding,
Inc.'s corporate family rating ("CFR") to B1 from B2 and
probability of default rating to B2-PD from B3-PD following the
completion of the company's IPO, with a portion of the proceeds
from the primary offering going towards reducing debt. Moody's has
also assigned a B1 senior secured rating to the proposed credit
facility consisting of a $150 million revolving credit facility and
a $565 million term loan B. The outlook is stable.

The upgrade of the CFR to B1 is driven by the recent IPO
transaction which reduced pro-forma leverage to 3.7x from 4.7x as
of Q1 2017 (including Moody's adjustments) and materially reduced
interest expense. The issuance of public equity also creates the
potential to fund any new acquisition with equity in addition to
debt or cash from the balance sheet. Moody's expects the company
will pay out a dividend of approximately $20 million over the next
year. Moody's will withdraw the B2 rating on the company's existing
senior secured credit facility following repayment. Moody's also
assigned an SGL-2 liquidity rating to Emerald, indicating good
liquidity.

A summary of action follows:

Issuer: Emerald Expositions Holding, Inc.

Upgrades:

-- Corporate Family Rating, Upgraded to B1 from B2

-- Probability of Default Rating, Upgraded to B2-PD from B3-PD

Assignments:

-- Speculative Grade Liquidity Rating, Assigned SGL-2

-- Senior Secured Bank Credit Facilities, Assigned B1 (LGD3)

Outlook Actions:

-- Outlook, Remains Stable

RATINGS RATIONALE

Emerald Expositions Holding, Inc.'s B1 CFR reflects its pro forma
leverage of 3.7x as of Q1 2017 (including Moody's standard
adjustments) and the highly cyclical nature of the tradeshow
business. The company generates over 90% of revenue from tradeshows
and conferences with the remaining revenue coming from lower margin
print publications and digital products lines. The limited print
exposure, which is in secular decline, reduces the risk of
converting print revenue to digital that has been a challenge for
many companies. Emerald also benefits from very high EBITDA
margins, strong free cash flow, a good liquidity position, and
growth in the event business following the 2008-2009 recession.
Leverage has improved over the years from material debt repayment
in 2014, 2015, and 2016 as well as from acquisitions and organic
EBITDA growth in addition to the recently completed IPO. Emerald
has made several largely modest sized acquisitions over the past
few years and Moody's expects the company will continue to pursue
additional acquisitions going forward. The company operates in
several different end markets, although there is significant
concentration to both the Gift, Home & General Merchandise and its
Sports divisions. The company's top five shows account for
approximately 35% of revenue in 2016. There is also sensitivity to
long term disruptions in air travel which could negatively impact
performance.

Moody's anticipates that Emerald will have good liquidity,
evidenced by the SGL-2 rating, over the next 12 months supported by
strong free cash flow, a cash balance of approximately $6 million
pro-forma for the transaction, and an undrawn $150 million revolver
due 2022 (increased from $100 million previously). Free cash was
$90 million in 2016 and the company benefits from minimal capex
expense. Tax payments are expected to increase in future years as
the company is expected to fully utilize NOL's of $59.9 million in
2017. The term loan is covenant lite and the revolver is subject to
a total net first lien leverage ratio of 5.5x when over 35% of the
facility is drawn. The company also has the ability to issue an
unlimited amount of incremental loans subject to a total net first
lien leverage ratio of 4x with additional flexibility if the
proceeds are for a permitted acquisition.

The stable outlook reflects Moody's expectation that Emerald will
continue to generate good free cash flow with organic EBITDA in the
low single digits. Moody's expects leverage to decline from EBITDA
growth as well as from a portion of free cash flow being used for
acquisitions or debt repayment.

Moody's could upgrade Emerald's Ba3 CFR if the company maintains
good liquidity, generates free cash flow to debt greater than 20%
and reduces sustained leverage below 3x (including Moody's
adjustments). A material reduction in the sponsor's ownership
position would also be required or a high degree of comfort that
the sponsor would not use additional debt or cash from the balance
sheet for an equity friendly transaction going forward.

Moody's would consider a downgrade to Emerald's B1 CFR if leverage
increased above 4.5x (including Moody's adjustments), due to poor
performance, economic weakness or debt funded transactions. A
weakened liquidity position would also lead to negative rating
pressure.

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

Emerald Expositions Holding, Inc. (fka Nielsen Business Media
Holding Company) is one of the leading operators of business
to-business event and tradeshows. The company operates tradeshows
in several industry sectors (Gift, Home, & General Merchandise;
Sports; Design and Construction; Technology; Jewelry and Other
trade shows including Photography, Food, Healthcare, Industrials,
and Military. In June 2013, investment funds managed by an
affiliate of Onex Partners Manager LP ("Onex") acquired the company
from the Nielsen Company for $949 million. Following the IPO, funds
managed by Onex and its affiliates own approximately 75% of the
company and Emerald will be considered a controlled company as
defined by the New York Stock Exchange. Emerald is headquartered in
San Juan Capistrano, California. Revenue in the LTM ending Q1 2017
was $332 million.


EMERALD EXPOSITIONS: S&P Raises CCR to 'BB-' on Debt Repayment
--------------------------------------------------------------
S&P Global Ratings said that it raised its ratings on
California-based trade show operator Emerald Expositions Holding
Inc., including the corporate credit rating to 'BB-' from 'B+'.
The rating outlook is stable.

At the same, S&P assigned its 'BB' issue-level and '2' recovery
ratings on to the company's proposed senior secured credit
facility, which consists of a $150 million revolver due 2022 and a
$565 million term loan due 2024.  The '2' recovery rating indicates
S&P's expectation for substantial recovery (70%-90%; rounded
estimate: 80%) of principal in the event of a payment default.  The
issue-level rating is one-notch higher than the 'BB-' corporate
credit rating.

"The upgrade reflects Emerald's lower leverage as a result of it
using approximately $160 million of the proceeds from its recent
IPO to repay debt," said S&P Global Ratings' credit analyst Jawad
Hussain.  "Pro forma for the transaction, we expect the company's
adjusted leverage to be in the high-3x area -- a decline from 4.8x
at the end of 2016."

The stable rating outlook reflects S&P's expectation that Emerald's
pro forma leverage will be in the high-3x area after the completion
of the IPO and gradually decline to the mid-3x area over the next
one to two years as the company continues to grow EBITDA and
modestly repay debt.

S&P could raise the corporate credit rating if Emerald's adjusted
leverage decreases to below 3.5x on a sustained basis as a result
of continued low- to mid-single-digit percentage organic revenue
growth coupled with stable EBITDA margins and solid free cash flow
generation.  S&P would also expect the company to continue
demonstrating a financial policy that uses free cash flow
generation to fund tuck-in acquisitions or to repay debt.

S&P could lower the rating if the company undertakes an aggressive
debt-funded shareholder return program or if it experiences
significant revenue and EBITDA margin declines due to an economic
slowdown such that results in adjusted leverage increasing above
4.5x on a sustained basis.


ENERGY FUTURE: NextEra Seeks New Hearing on Oncor Takeover
----------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal Pro Bankruptcy,
reported that NextEra Energy Inc. has asked Texas energy regulators
to reconsider their decision to reject its takeover of Oncor
Electric Delivery Co., one of the country's largest electricity
transmissions businesses.

According to the report, NextEra asked the Public Utility
Commission of Texas for a rehearing, contending, among other
things, that it was deprived of due process by regulators that
overstepped their authority.  The motion for rehearing could be a
first step toward other legal action, the documents say, as a
motion for rehearing helps preserve NextEra's right to seek
judicial review.

The Troubled Company Reporter, on April 19, 2017, citing the Wall
Street Journal, previously reported that the PUCT has ruled that
NextEra can't acquire Oncor after it reaffirmed a preliminary
decision that has roiled debt markets and upset a heavily
negotiated bankruptcy deal.  

The Journal has said the regulator's decision likely disrupts yet
again the debt-restructuring plans of Energy Future Holdings Corp.,
Oncor's 80% shareholder, which has spent nearly three years under
chapter 11 protection.  Energy Future's stake in Oncor, a
cash-producing, regulated business, was supposed to be the source
of cash to fund a massive bankruptcy-exit package, the report
said.

Because of the PUCT decision, Energy Future and its creditors may
have to scrap the framework, which also underpinned an $800 million
settlement between bondholder groups over disputed bond premiums,
the report said.  The PUCT decision doesn't automatically tank the
bondholder settlement, but Energy Future had been counting on
proceeds from Oncor to fund the settlement payments, the report
added.

                     About Energy Future

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

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

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

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

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

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

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

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

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

                       *     *     *

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

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

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

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


ESCO MARINE: Hilco Redevelopment Completes Asset Acquisition
------------------------------------------------------------
Hilco Redevelopment Partners, a unit of Hilco Global (Hilco), and
MCM Marine Services, an affiliate of MCM Management Corp. (MCM), on
May 2, 2017, disclosed that they completed a transaction to
purchase the assets of one of the largest and busiest ship
recycling and scrap processing companies in the world (formerly
known as ESCO Marine).  The new joint venture company will be
opened under the name SteelCoast (www.steelcoastus.com) with a new
management and operations team to begin running the business
immediately.  SteelCoast's headquarters are in Brownsville, Texas.


The joint venture deal closed on May 1, 2017 following US
Bankruptcy Court proceedings presided over by Judge David R. Jones.
Hilco and MCM acquired the assets from the previous ship recycling
and scrapping operation which were sold following a chapter 11
bankruptcy proceeding filed in late 2015.  Financial details and
purchase price were not disclosed.

Hilco Redevelopment Partners EVP and SteelCoast Board Member,
Roberto Perez said, "Putting a deal together to acquire and
relaunch this unique ship recycling and scrap processing business
was complex, especially given the nature of the assets and our goal
of maintaining key U.S. Government client relationships.  
Following a lengthy diligence process, we are confident that
SteelCoast has a very substantial growth path."

Rob Mardigian, CEO of MCM and SteelCoast Board Member, said, "Hilco
and MCM have become very proficient at identifying new
opportunities for industrial facilities that many have viewed as
too challenging to tackle."  The Bloomfield Hills, Michigan based
MCM and Northbrook, Illinois based Hilco, have collaborated on
industrial real estate remediation and redevelopment projects in
recent years including major automobile OEM sites, energy
generating facilities, and recently, the 3100-acre redevelopment
project called Tradepoint Atlantic, the former site of Bethlehem
Steel in Baltimore, MD.

The new company, SteelCoast (www.steelcoastus.com), will be one of
the largest and most technologically advanced reclamation,
remediation and recycling firms located in North America.  The
Brownsville, Texas facility, which has already undergone over one
million dollars in renovations and improvements, will provide a
complete end to end solution including recycling of huge oceangoing
vessels (both military and non-military) from around the world.
SteelCoast will also dismantle decommissioned, idled or
underutilized oil rigs, train locomotives, railcars, as well as
other industrial and commercial sources of recyclable metals.
Additionally, SteelCoast will process automobiles and other light
metal products in its 4500 HP shredder.  These types of reclamation
and recycling projects allow for the scrap processing of both
ferrous and non-ferrous metals during the dismantling process.
SteelCoast will then work to process and resell the scrap to be
used in various other manufacturing industries.

Hilco and MCM also disclosed that it has installed Mr. Kris Wood as
CEO at SteelCoast and is in the process of adding an experienced
operations and management team.  Working with Mr. Wood over the
last many months, SteelCoast has developed a detailed business plan
which includes an investment in sales support to build upon its
very impressive client base, which includes contracts with the U.S.
Navy and marketing and reselling of the recycled materials.
SteelCoast also has immediate plans to invest millions of dollars
more into the infrastructure, berths, technology and equipment to
ensure the facility is a leading state of the art, world class ship
recycling and scrap processing facility.

CEO Kris Wood has considerable experience within the ship recycling
and scrap processing industry.   As a lifelong South Texas
resident, he worked at the former company for over 12 years, having
touched almost every operational and administrative aspect of the
business as he added new management responsibilities throughout his
career.  "I'm excited to take on this opportunity to build
SteelCoast and establish its place atop the industry, in
Brownsville and with our employees," Mr. Wood said.

Mr. Wood has led several key team projects over the years including
oversight of key U.S. Navy and MARAD initiatives.  Mr. Wood said,
"I understand that building a hardworking and trusted employee base
is vital.  I'm excited that SteelCoast will bring back hundreds of
jobs to the community which knows this business well."  The company
indicated that it would have approximately 130 employees by the end
of May 2017, with plans to hire 80 - 90 more in the coming months.


Mr. Eduardo A. Campirano, Port Director & CEO of the Port of
Brownsville said, "We couldn't be more pleased that Hilco and MCM
will open its recycling facility and get business going again at
SteelCoast."  Mr. Campirano went on to say that Brownsville, Texas
was the most strategically important place in the world for this
type of work and that "it seems SteelCoast as the new company name
is an ideal branding decision that actually reflects this region
and its vital role as the ship recycling hub of America, providing
a hardworking labor force and excellent proximity to
steel-processing plants."

SteelCoast will immediately commence the work of dismantling the
decommissioned aircraft carrier USS Saratoga and former MARAD
vessels SHENANDOAH & YELLOWSTONE.

                        About SteelCoast

SteelCoast -- http://www.steelcoastus.com-- is headquartered in
Brownsville, Texas and sits on over 70 acres on the shores of the
Gulf of Mexico.  SteelCoast is a preeminent recovery, remediation
and recycling facility staffed with professionals with a history of
serving the vessel, marine and large metal asset industry.  As a
trusted provider to the U.S. NAVY and MARAD, SteelCoast delivers
maximum value solutions to its customers within a safe and
environmentally conscientious operation.  SteelCoast, a joint
venture of Hilco Redevelopment Partners and MCM Marine Services
(www.mcmmanagement.com), acquired the assets of ESCO Marine, and
commenced operations in May of 2017.

                About Hilco Redevelopment Partners

HRP provides a single integrated solution to maximize the value of
obsolete industrial sites by leveraging unique capabilities of
Hilco Global to efficiently remediate, recycle, and redevelop
complex assets and liabilities.  As the industry leader in
successfully completing large industrial redevelopment projects,
HRP is a trusted partner and principal investor that maximizes
value by tailoring its approach for each specific redevelopment
project in a single integrated solution.  HRP is a unit of
Northbrook, Illinois based Hilco Global (www.hilcoglobal.com).
Hilco Global operates more than twenty specialized business units
offering services that include asset valuation and appraisal,
tangible and intangible acquisition and disposition of assets, real
estate and strategic capital equity investments, etc.

                   About MCM Management Corp.

MCM -- http://www.mcmmanagement.com-- performs comprehensive
demolition, recycling & environmental remediation services bringing
decades of experience and leading edge solutions to every project.
MCM has completed customized plans and programs on over 100,000,000
square feet of industrial repurposing projects since 1993.  The
Michigan based firm is considered one of the foremost industrial
demolition, dismantling and environmental remediation firms in
North America and has built a reputation for completing projects to
the highest standards.  The privately-owned company is committed to
meeting and surpassing government and industry requirements for
safety, health, employment, environmental and business protocols.

                       About ESCO Marine

ESCO Marine, Inc., and four affiliates sought Chapter 11 Bankruptcy
protection in Corpus Christi, Texas (Bankr. S.D. Tex.) on March 7,
2015.  The cases are assigned to Judge Richard S. Schmidt.  The
Court approved the joint administration of the Debtors' Chapter 11
cases under ESCO Marine, Inc., Case No. 15-20107.

ESCO Metals, LLC, ESCO Shredding, LLC, Texas Best Recycling, LLC,
and Texas Best Equipment LLC are affiliates of ESCO Marine.  ESCO
Marine is the operating parent company.

The Debtors have tapped Roderick Glen Ayers, Jr., Esq., at Langley
Banack Inc., in San Antonio, as counsel.  The Debtors tapped AP
Services LLC to designate a chief restructuring officer, and Duff &
Phelps Canada Restructuring, Inc. as financial advisors.  

The Debtor disclosed total assets of $85,908,515 and total
liabilities of $93,808,107.

Secured creditor Callidus Capital Corporation is represented by
Nathaniel Peter Holzer, Esq., at Jordan, Hyden, Culbreth & Holzer,
P.C.

On July 30, 2015, the U.S. Bankruptcy Court for the Southern
District of Texas approved a credit bid by Callidus Capital Corp.
that allowed the Canadian company to acquire substantially all of
the Debtors' assets, which include machinery and equipment, real
property leasehold interests and inventory.


EXPRESS CANADA: To Restructure Under CCAA; A&M as Monitor
---------------------------------------------------------
Express Canada Apparel Canada Inc. and Express Canada GC GP Inc.
("Express Canada") commenced proceedings under the Companies'
Creditors Arrangement Act and was granted an order by the Ontario
Superior Court of Justice (Commercial List) on May 4, 2017.

The initial order, among other things, imposed a stay of
proceedings against the creditors of Express Canada.  Pursuant to
the order, Alvarez & Marsal Canada Inc. was appointed monitor of
the business and financial affairs of Express Canada.

A copy of the initial order has been posted on the monitor's
website at http://alvarezandmarsal.com/expresscanada

The monitor will post additional relevant information and
documentation related to these proceedings on the monitor's website
as they become available.  For further information, contact the
monitor at:

   Alvarez & Marsal Canada Inc.
   Royal Bank Plaza, South Tower
   200 Bay Street, Suite 2900
   P.O. Box 22
   Toronto, ON M5J 2J1
   Attention: Express Canada Monitor
   Creditor Hotline: 1-844-692-6255
   Email: monitor.expresscanada@alvarezandmarsal.com

Express Canada Apparel Canada Inc. and Express Canada GC GP Inc.
operate a clothing retailer company.


FB MALL: Seeks to Hire Peter Iascone & Associates as Counsel
------------------------------------------------------------
FB Mall, LLC seeks authorization from the US Bankruptcy Court for
the District of Rhode Island to to employ Peter M. Iascone, Gregory
Sorbello and the law firm of Peter Iascone & Associates as
counsel.

The professional services that the attorneys are to render are:

     a. give the Debtor advice with respect to its powers and
duties as Debtor-in-possession in the continued operation of its
business, management of its property and reorganization;

     b. prepare on behalf of the Debtor the petition, schedules,
necessary motions, applications, answers, order, reports and other
legal paper;

     c. assist in formulating a reorganization plan for the payment
of creditors and to negotiate other financial institutions and
credits; and

     d. generally perform all other legal services required of the
Debtor as debtor-in-possession which may be necessary in the
furtherance of these proceedings.

The Debtor has tendered $5,000.00 to counsel as a retainer and
desires to employ Counsel at the rate of $300 per hr for services
rendered and also reimburse Counsel for all expenses incurred.

Peter M. Iascone and Gregory P. Sorbello attest that Peter Iascone
& Associates is a "disinterested person" as that term is defined
under 11 U.S.C. Sec. 101(14) and have no connection with the
creditors or any party in interest or their respective attorneys
which would preclude them from representation of the debtor as
debtor-in-possession.

The Firm can be reached through:

     Peter M. Iascone, Esq.
     Gregory P. Sorbello, Esq.
     PETER M. IASCONE & ASSOCIATES, LTD
     117 Bellevue Avenue
     Newport, RI 02840
     Tel: (401) 848-5200
     E-mail: piascone@aol.com

                         About FB Mall

Headquartered at Warwick, Rhode Island, FB Mall, LLC, filed a
petition under Chapter 11 of the Bankruptcy Code (Bankr. D.R.I.
Case No. 17-10601) on April 14, 2017.  Peter M. Iascone, Esq. at
Peter Iascone & Associates represents the Debtor.


FIRST HORIZON: Fitch Affirms 'B' Preferred Stock Rating
-------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) of First Horizon National Corporation (FHN) at 'BBB-'
following the announcement that FHN will acquire Capital Bank
Financial Corp. (CBF). FHN's Rating Outlook remains Positive. A
complete list of rating actions follows at the end of this release.
Fitch affirmed FHN's IDRs and revised its Outlook to Positive from
Stable on Jan. 23, 2017.

The transaction is valued at $2.2 billion financed by 80% stock and
20% cash. The deal represents a price-to-tangible book value of
2.0x for CBF, a 2.9% discount based on CBF's share price at the
time of announcement. The company expects the deal to be accretive
to earnings in 2019 excluding potential revenue synergies and
assuming fully phased-in cost saves of $65 million annually. The
transaction is expected to close in the fourth quarter of 2017
(4Q17), subject to shareholder and regulatory approvals.

KEY RATING DRIVERS

IDRS, VR AND SENIOR DEBT

The affirmation reflects Fitch's view that the CBF transaction is
in line with Fitch's expectations that FHN would pursue a sizable
acquisition in neighboring markets to expand its footprint and
scale. This transaction provides some added geographic
diversification and incrementally strengthens FHN's franchise in
Tennessee. Further, assuming the realization of forecasted costs
saves, this acquisition may aid the company's earnings profile.
Underlying the rating action, Fitch expects FHN to maintain capital
at the higher end of its targeted ranges. Offsetting this, Fitch
views moderate integration risks, and that CBF's through-the-cycle
credit quality is untested.

In Fitch's view, the transaction marginally enhances FHN's
franchise in Tennessee and expands its presence notably into
neighboring North Carolina and to a lesser extent Florida which
Fitch expects will provide some degree of added geographic
diversification. FHN's pro forma loan mix is similar to its current
loan mix and Fitch believes CBF's well-diversified,
commercially-focused loan portfolio is a good strategic fit for
FHN.

CBF has grown significantly through a combination of acquisitions
and organic growth and as such the bank's through-the-cycle credit
quality remains unproven. Fitch views integration risks as moderate
due to CBF's acquisitive history although Fitch notes CBF was able
to fully integrate their prior acquisitions with no delays.

FHN estimates run-rate cost saves of $65 million annually which
equates to roughly 30% of CBF's existing core expense base. Fitch
believes these cost save estimates could prove difficult to realize
due to CBF's already low efficiency ratio of 64% as of 1Q17 and
limited branch overlap. However, to the extent that FHN is able to
realize the forecasted cost saves from the transaction, Fitch
believes FHN's earnings profile could converge with higher-rated
institutions which could lead to positive rating momentum over the
Outlook horizon.

FHN's capital levels will come down from current levels as a result
of the transaction. FHN has communicated that it intends to manage
its common equity tier 1 (CET1) ratio at 8% - 9% over the longer
term. Post-closing, FHN's estimated pro forma CET1 ratio is 9%,
down substantially from 10.2% as of 1Q17. Fitch views the increased
geographic diversification as somewhat mitigating the reduction in
capital. Over time, Fitch expects FHN to manage its capital
position to the higher end of its' target range. This expectation
is reflected in the affirmation as well as the Outlook remaining
Positive.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

  FHN's preferred stock is notched five levels below its VR of
  'bbb-', two times for loss severity and three times for non-
  performance.

LONG- AND SHORT-TERM DEPOSIT RATINGS

FHN's uninsured deposit ratings at the subsidiary banks are rated
one notch higher than the company's IDR and senior unsecured debt
because U.S. uninsured deposits benefit from depositor preference.
U.S. depositor preference gives deposit liabilities superior
recovery prospects in the event of default.

HOLDING COMPANY

FHN's IDR and VR are equalized with those of First Tennessee Bank,
NA, reflecting its role as the bank holding company, which is
mandated in the U.S. to act as a source of strength for its bank
subsidiaries. Ratings are also equalized reflecting the very close
correlation between holding company and subsidiary failure and
default probabilities.

SUPPORT RATING AND SUPPORT RATING FLOOR

FHN has a Support Rating of '5' and Support Rating Floor of 'NF'.
In Fitch's view, FHN is not systemically important and therefore,
the probability of support is unlikely. IDRs and VRs do not
incorporate any support.

RATING SENSITIVITIES

IDRS, VR AND SENIOR DEBT

The Outlook revision to Positive from Stable on Jan. 23, 2017
reflected Fitch's view that there was more upside to FHN's ratings
than downside over the following 12-24 months. Given the
acquisition announcement, Fitch expects to resolve the Outlook
toward the latter part of the outlook horizon to allow time for the
results of the transaction to be assessed.

Fitch's base case assumption is that FHN will be able to realize
the estimated cost saves over the next few years. The Positive
Outlook reflects Fitch's view that FHN's earnings profile will
converge with higher-rated institutions. Positive rating action is
possible if FHN is able to demonstrate higher and more consistent
earnings in line with higher rated institutions, measured by return
on average assets (ROAA) and/or pre-provision net
revenue-to-average assets (PPNR to ROA). However, the Outlook could
be revised to Stable from Positive if Fitch believes that FHN will
not be able to realize the cost saves and that earnings will
continue to lag higher-rated peers.

Fitch will continue to monitor asset quality at FHN for signs of
deterioration as CBF's loan portfolio has not been tested through a
credit cycle. Fitch expects net charge-offs (NCOs) to remain within
FHN's normalized operating target range of 20bps-60bps over time.
Positive rating momentum is possible if NCOs over time remain
within the target range post integration of CBF. Conversely,
negative ratings pressures could arise should FHN's asset quality
deteriorate more than expected such that earnings and/or capital is
adversely impacted.

As noted above, Fitch expects FHN will manage its capital position
at the higher end of their 8% - 9% CET1 target range. Negative
ratings pressure could develop should FHN's CET1 and/or TCE
position fall below the estimated pro forma levels. Additionally,
negative ratings pressure could develop should management pursue
another bank acquisition before CBF is fully integrated into FHN's
franchise.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

The ratings for FHN and its operating companies' preferred stock
are sensitive to any change to its VR.

LONG- AND SHORT-TERM DEPOSIT RATINGS

The long- and short-term deposit ratings are sensitive to any
change to FHN's long- and short-term IDRs.

HOLDING COMPANY

Should FHN's holding company begin to exhibit signs of weakness,
demonstrate trouble accessing the capital markets, or have
inadequate cash flow coverage to meet near-term obligations, Fitch
could notch the holding company IDR and VR from the ratings of the
operating companies.

SUPPORT RATING AND SUPPORT RATING FLOOR

Since FHN's Support and Support Rating Floors are '5' and 'NF',
respectively, there is limited likelihood that these ratings will
change over the foreseeable future.

Fitch has affirmed the following ratings with a Positive Outlook:

First Horizon National Corporation

--Long-Term IDR at 'BBB-'; Outlook Positive;
--Viability rating at 'bbb-';
--Short-Term IDR at 'F3';
--Senior Unsecured at 'BBB-';
--Preferred Stock at 'B';
--Support rating at '5';
--Support Floor at 'NF'.

First Tennessee Bank, N.A.

--Long-Term IDR at 'BBB-'; Outlook Positive;
--Viability rating at 'bbb-';
--Short-Term IDR at 'F3';
--Long-term Deposits at 'BBB';
--Short-term Deposits at 'F3';
--Senior Unsecured at 'BBB-';
--Short-term Senior Unsecured at 'F3';
--Preferred Stock at 'B';
--Support rating at '5';
--Support Floor at 'NF'


FIRSTLIGHT HYDRO: Fitch Affirms BB- Rating on $320MM Bonds
----------------------------------------------------------
Fitch Ratings has affirmed FirstLight Hydro Generating Company's
(HGC) $320 million ($247 million outstanding) senior secured first
mortgage bonds due in 2026 at 'BB-'. The Rating Outlook is Stable.

KEY RATING DRIVERS

Summary: The 'BB-' rating reflects a merchant revenue structure
amid persistent low power prices, mitigated by the sponsor's
structured revenue stream to support project cash flows. Moderate
leverage, fixed-rate fully amortizing debt, and moderate capital
expenditures (capex) help mitigate revenue volatility. The Stable
Outlook is based on commitment from the sponsor to provide
sufficient support to maintain debt service coverage ratios of at
least 1.40x.

Exposure to Merchant Revenue: HGC manages a portfolio of hydropower
assets that sell a bundled product to an affiliate under a power
purchase agreement (PPA) expiring in 2019. The PPA includes a
pass-through provision for capex. Fitch, however, assesses the
project's revenues as exposed to the volatility of merchant power
prices because the PPA is contracted with an unrated affiliate.

Variable Renewable Resource: Hydrology variability is mitigated by
projections based on actual historical water flows, which include
drought-like conditions, to minimize output volatility in expected
energy production.

Operating Performance: The project benefits from a long history of
stable operations at its conventional and run-of-river hydro units.
Large capex, particularly at the Northfield pumped storage
facility, has been and is expected to continue to be passed through
via the PPA to maintain plant reliability.

Conventional Debt Structure: Debt is fixed-rate and fully
amortizing through 2026, eliminating refinancing risk, and leverage
is lower than similarly rated peers at about 6.0x debt/Cash flow
available for debt service (CFADS).

Declining Financial Profile:
Fitch's rating case financial scenario assumes merchant market
prices in absence of the PPA and lower electric output. DSCRs
average 1.57x with a declining profile to about 1.0x in the last
three years of the debt tenor.

PEER GROUP

Similar to FirstLight, the rating of geothermal power project CE
Generation ('BB-'/Outlook Stable) reflects continued reliance on
sponsor support, though the cash flow profiles are consistent with
lower ratings. FirstLight and other merchant power projects Fitch
rates have suffered material cash flow erosion amid generally
depressed market prices in recent years. However, FirstLight
benefits from fully amortizing fixed-rate debt, avoiding
refinancing risk faced by comparable merchant hydropower projects.


RATING SENSITIVITIES

Negative

Failure of the sponsor to continue supporting project cash flows as
needed to achieve at least 1.40x DSCR would result in a downgrade.


Positive: A rating upgrade is unlikely in the absence of an
explicit guarantee or substantially contracted revenues with a
creditworthy offtaker.

CREDIT UPDATE

Performance Update
Financial performance in 2016, buoyed by parent support, resulted
in a DSCR of 1.47x. The 2016 DSCR is lower than the 2015 DSCR of
1.62x due primarily to lower average energy prices in the New
England region. The financial results reflect the continued
commitment of the sponsor to support a financial profile
commensurate with the current rating. Without such assistance,
Fitch estimates the 2015 DSCR would have been about 1.25x.

Average power prices in 2016 at about $29/MWh were 30% below the
2015 average power price of about $41/MWh and were among the lowest
in 13 years. Lower power prices were driven by lower demand amid
milder weather conditions, energy efficiency, and reduced
constraints on natural gas supplies in the region. Run-of-river
facilities achieved below budget generation due to lower hydrology
but only account for 14% of FirstLight's total hydro capacity.
Despite low market energy prices, the Northfield pumped storage
unit achieved favorable margins as the unit benefits from the
spread between peak and off peak energy prices and stores its water
supply. Financial performance also benefited from capital
expenditures that were about 50% lower than 2015 expenditures and
continued strong operating performance with availability exceeding
90% for all hydro facilities.

Capital expenditures at about $16.5 million in 2017 are expected to
remain moderate with investments focused on relicensing activities,
environmental compliance and improvements to maintain system
reliability. As Northfield has gone through multiple upgrades in
recent years, the next major overhaul is scheduled to occur in 2021
and almost annually through debt maturity.

The project will continue to operate under low market energy prices
at least in the near term, though the substantial increase of
near-term forward capacity prices will moderate the decrease in
energy revenues. Debt service payments are increasing though
controlling capital expenditures at current levels will help keep
the cost profile manageable.

Fitch Cases

Fitch's base case assumes a long-term average peak power price of
$38/MWh and off peak of $28/MWh. Fitch includes capacity prices
based on forward capacity auction results and the remaining
forecast period is held flat at the last auction level of
$5.29/kW/month. Costs are increased at the rate of inflation and to
account for Northfield overhauls from 2021-2026. The DSCR profile
is solid with an average and minimum of 2.0x and 1.49x,
respectively.

The rating case includes lower power prices (averaging $33/MWh peak
and $24/MWh off peak) and reduced electric output. Fitch's rating
case maintains the same capacity price and cost profile. DSCRs
average 1.59x with a minimum of about 1.0x in the last three years.
Material increases in capital expenditures above Fitch's projection
would require additional sponsor support. Under a scenario where
capacity prices decline to historic low levels of around
$3/kW/month, Fitch projects a cash flow profile of below 1.0x in
the final five years of the debt tenor, suggesting sponsor support
would continue to be required to meet debt obligations and maintain
the current rating.

SUMMARY OF CREDIT
PSP Investments purchased from GDF Suez Energy North America the
HGC portfolio. HGC, located in ISO-NE region, is a portfolio of
primarily hydroelectric power plants, including the 1,168 MW
Northfield Mountain pumped storage facility, 12 hydroelectric
plants (run-of-river and conventional) totalling 195 MW, and a 22.5
MW combustion turbine.


FOCUS FINANCIAL: Moody's Assigns B1 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating
with a stable outlook to Focus Financial Partners, LLC's (Focus).
The rating action follows last month's announcement that private
equity firms, Stone Point Capital LLC (unrated) and KKR & Co, will
acquire a majority stake in Focus which is expected to be financed
with a combination of new debt issuances and equity contributions.

Focus' complete list of first time ratings are:

Corporate Family Rating: B1

Revolving credit facility: Ba3

First lien term loan facility: Ba3

Second lien term loan facility: B3

Probability of default rating: B1 -- PD

RATINGS RATIONALE

Focus' B1 CFR reflects its high financial leverage and leading
position as a consolidator of wealth managers focused on the high
net worth client market. The company has relied on debt to support
its acquisition strategy and grow its businesses throughout its
11-year history. This latest transaction will provide the company
with the capital (equity and debt) to continue to grow however
levered, prospectively, to 6.4x EBITDA based on Moody's
calculations. Although secular trends (demographic shifts within
the US and other developed markets, increased market share of
independent advisors) have and will continue to benefit Focus'
growth; this level of leverage constrains the company's otherwise
strong business profile.

Focus derives its credit strengths from the resilient book of
business at its partner firms as well as the cumulative preferred
position it negotiates with target firms with respect to cash flow
that provides it with significant downside protection.
Profitability, as measured by pretax income margin, is constrained
by the use of leverage and acquisition related amortization
expenses. The company's 3-year average pretax income margin was 3%
for the period ended December 31, 2016 compared to a 20% median for
similarly rated asset managers. However, given Focus' business
model as a consolidator of wealth management firms, Moody's also
looked at EBITDA margins in assessing the company's profitability.
Focus has maintained a healthy and stable EBITDA margin of
approximately 20% for the last seven years. Given the terms of the
company's credit facilities Moody's does not expects significant
deleveraging for the next 12 to 18 months.

Focus invests in registered investment advisors -- independent
fiduciary, wealth management firms; and provides them with various
support services (e.g. marketing, legal and compliance,
technological) as well as capital for tuck-in acquisitions to
encourage growth. Focus is currently made up of 47 partner firms,
which earn client fees by applying a holistic approach to managing
the assets of high net worth clients. These management services may
include estate, financial, tax, and retirement planning, family
office services, and tax return preparation.

The rating agency said that the following factors could lead to an
upgrade: deleveraging, sustaining debt/EBITDA (as defined by
Moody's) below 4.5x and/or access to diverse funding sources,
including public markets. Conversely, factors that could lead to a
downgrade are: debt/EBITDA above 6.0x for a sustained period;
and/or deterioration in wealth management fee rates or loss of
pricing power.

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


FORD MOTOR: Laying Off 130 Workers in Ohio Due to Softening Demand
------------------------------------------------------------------
John D. Stoll, writing for The Wall Street Journal Pro Bankruptcy,
reported that Ford Motor Co. will temporarily lay off 130 workers
at a factory near Cleveland, a move aimed at lessening supply of
medium-duty work trucks hit by softening demand.

According to the report, the layoffs, announced on May 4 and
covering a shift at a plant at the Ohio Assembly Plant in Avon
Lake, take effect and are expected to last until a newer version of
the company's F-650 and F-750 commercial trucks launches in
September.  F-Series medium-trucks are sold for various business
uses and are among the company's more profitable business lines,
the report related.

The strength of the commercial-truck sector has been considered a
sign that economic activity is robust in the U.S., the report
further related.  The affected trucks serve a variety of needs,
from dump trucks to cargo haulers to tow trucks, the report added.


FOUR WELLS: Taps NAI Daus as Real Estate Broker
-----------------------------------------------
Four Wells Limited and its debtor-affiliates seek authorization
from the US Bankruptcy Court for the Northern District of Ohio,
Eastern Division, to employ Business Property Specialists, Inc.,
doing business as NAI Daus, as real estate broker to assist the
Debtor in selling the property located at 1340 Page Road, Aurora,
in Portage County, Ohio and the 3.2 acre parcel to be split off.

The Debtor anticipates that NAI Daus will render real estate
brokerage services to the Debtor in connection with the Property.
These services are:

     (a) assist in the creation and implementation of a sales
strategy development to develop the maximum number of qualified
prospects in the shortest possible time;

     (b) prepare customary marketing materials; and

     (c) finalize transaction to coordinate the process between the
Debtor and the potential buyers.

In the event a sale, exchange, lease or sublease of the Property
shall close within 545 days of the effective date of the Agreement,
NAI Daus shall be entitled to a sales commission as qualified:

     (a) Purchase agreement for the Property that has been improved
shall entitle NAI Daus to a commission in the amount of 6% of the
first $1,000,000.00 and 4% of the remaining gross sales price,
unless the sales price is less than $50,000.00, in which case NAI
Daus shall be entitled to a commission in the amount of 10% of the
gross sales price;

     (b) Purchase agreement for the Property that is unimproved
shall entitle NAI Daus to a commission in the amount of 10% of the
gross sales price. In the event the vacant Property is to be
improved and Broker is involved with the construction process, the
Broker is entitled to an additional 1% commission;

     (c) Lease or sublease for the Property shall entitle NAI Daus
to a commission in the amount of 6% of the first $1,000,000.00 of
base rent and 4% of any additional base rent;

     (d) In the event of a month to month lease, Broker is entitled
to a commission in the amount of 6% payable at the end of each
quarter for the term of the lease; and

     (e) An additional commission shall be due if the tenant pays a
percentage of gross sales, expands, renews or extends the term of
the lease, or exercises a purchase option.

Alec Pacella, managing director at NAI Daus, attests that his firm
is a "disinterested person" as that phrase is defined in section
101(14) of the Bankruptcy Code and that the Broker does not
represent any other person or entity having an interest adverse to
the estate in connection with the chapter 11 cases.

The Firm can be reached through:

     Alec Pacella
     NAI Daus
     23240 Chagrin Blvd. Ste. 250
     Cleveland, OH 44122
     Tel: 216 831 3310
     Fax: 216 831 9869
     Email: apacella@naidaus.com

                        About Four Wells

Four Wells Limited, based in Aurora, Ohio, filed a Chapter 11
petition (Bankr. N.D. Ohio Case No. 16-50851) on April 13, 2016.
The Hon. Alan M. Koschik presides over the case.  Michelle
DiBartolo-Haglock, Esq., at Thomas Trattner & Malone, LLC, serves
as bankruptcy counsel.

In its petition, the Debtor estimated $1 million to $10 million in
assets and $1 million to $10 million in liabilities. The petition
was signed by Louis Telerico, managing member.

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


FREDDIE MAC: Reports Net Income $2.2 Billion for First Quarter
--------------------------------------------------------------
Federal Home Loan Mortgage Corporation, also known as Freddie Mac,
filed with the Securities and Exchange Commission its quarterly
report on Form 10-Q disclosing net income of $2.21 billion on
$16.98 billion of total interest income for the three months ended
March 31, 2017, compared to a net loss of $354 million on $16.84
billion of total interest income for the three months ended March
31, 2016.

As of March 31, 2017, Freddie Mac had $2.03 trillion in total
assets, $2.02 trillion in total liabilities and $2.83 billion in
total equity.

"Our strong first quarter results, as the impact of moves in
interest rates and market spreads was near zero, show how Freddie
Mac is better serving its mission to responsibly provide liquidity,
stability and affordability to the nation's mortgage markets, and
doing so in a taxpayer efficient manner," said Donald H. Layton,
chief executive officer.

"Our total book of guarantee business grew more than six percent in
the last year to $1.9 trillion.  We did this by improving the
technology, products and level of service provided to our lender
customers.  This enables them, in turn, to responsibly and
sustainably provide more competitive pricing and terms to a growing
range of homeowners and renters.  At the same time, we continue to
innovate in transferring mortgage credit risk to private capital
markets.

"Together, our efforts are building a better housing finance system
for America's homebuyers, renters, lenders and taxpayers. We're
proud to be a leader in this change."

             First Quarter 2017 Business Highlights
          
Business Fundamentals Remain Strong

Portfolio balances

   * Total guarantee portfolio increased $30 billion in the first
     quarter to $1,943 billion at March 31, 2017, and has
     increased 6 percent from a year ago.

       -- Single-family guarantee portfolio increased $24 billion
          to $1,779 billion at March 31, 2017; increasing 4
          percent from a year ago.

       -- Multifamily guarantee portfolio increased $6 billion to
          $164 billion at March 31, 2017; increasing 28 percent
          from a year ago.

   * Total mortgage-related investments portfolio declined $7
     billion in the first quarter to $291 billion at March 31,
     2017, and has decreased 14 percent from a year ago.

       -- The company continues to reduce this portfolio as
          required by FHFA and the U.S. Treasury.  In addition,
          the less liquid asset portion of the portfolio declined
          to $117 billion at March 31, 2017, from $124 billion at
          Dec. 31, 2016.

Single-family Guarantee business

   * Core (post-2008) book, which excludes HARP and other relief
     refinance loans, was 74 percent of the credit guarantee
     portfolio; an increase of 1 percentage point from the fourth
     quarter of 2016 and 6 percentage points from a year ago.

   * Purchase volume of $86 billion declined 26 percent from
     fourth quarter 2016 as the overall market for loan
     originations declined in the rising interest rate
     environment.

   * Serious delinquency rate of 0.92 percent declined 8 basis
     points from year end 2016 due to a decline in the seriously
     delinquent inventory; below 1.00 percent for the first time
     since mid-2008.

Multifamily business

   * Purchase volume of $13 billion, a seasonal decline of $5
     billion from the fourth quarter of 2016.  Outstanding loan
     commitments increased $2 billion to $14 billion, reflecting
     strong market demand in the first quarter.

   * Delinquency rate continues near zero at 0.03 percent,
     unchanged from the fourth quarter of 2016 and has remained
     below 0.05 percent since early 2014.

Reducing Taxpayer Exposure Through Credit Risk Transfer Programs

   * Single-family Guarantee business transferred a significant
     portion of the credit risk on approximately $65 billion of
     loans in the first quarter of 2017; the company has now
     transferred a portion of credit risk on nearly 30 percent of
     the total outstanding single-family credit guarantee
     portfolio, up from 22 percent at the end of the first quarter

     of 2016.

   * Multifamily business transferred a large majority of the
     credit risk on $10 billion of loans in the first quarter of
     2017 and more than $190 billion of loans since the program's
     inception in 2009.

Delivering on Our Mission

  *  Provided approximately $98 billion in liquidity to the
     mortgage market -- funding nearly 368,000 single-family homes

     and approximately 159,000 multifamily rental units.

                 Financial Results Discussion

Freddie Mac's first quarter 2017 net income of $2.2 billion and
comprehensive income of $2.2 billion decreased $2.6 billion and
$1.6 billion, respectively, from the fourth quarter of 2016.  The
decline in the company's first quarter 2017 results was primarily
driven by a reduction in market-related gains as interest rates and
spreads did not change significantly in the first quarter of 2017.

   * Net Interest Rate Effect: Estimated fair value gain was near
     zero for the first quarter of 2017 driven by slight increases
     in interest rates, compared to $2.0 billion (after-tax)
     estimated fair value gain for the fourth quarter of 2016 as
     longer-term interest rates increased significantly.

    * Spread Change Effect: $0.1 billion (after-tax) estimated
      gain for the first quarter of 2017, compared to a $0.3
      billion (after-tax) estimated gain for the fourth quarter of
      2016, as market spreads tightened less in the first quarter
      of 2017.

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

                      https://is.gd/9lj5DW

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

                      https://is.gd/ui2xKR

                 About Fannie Mae and Freddie Mac

Federal National Mortgage Association (OTCQB: FNMA), commonly
known as Fannie Mae -- http://www.FannieMae.com/-- is a
government-sponsored enterprise (GSE) that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

A brother organization of Fannie Mae is the Federal Home Loan
Mortgage Corporation (FHLMC), better known as Freddie Mac.
Freddie Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was
established by Congress in 1970 to provide liquidity, stability and
affordability to the nation's residential mortgage markets.
Freddie Mac supports communities across the nation by providing
mortgage capital to lenders.

During the time of the subprime mortgage crisis, on Sept. 6, 2008,
Fannie Mae and Freddie Mac were placed into conservatorship by the
U.S. Treasury.  The Treasury committed to invest up to $200
billion in preferred stock and extend credit through 2009 to keep
the GSEs solvent and operating.  Both GSEs are still operating
under the conservatorship of the Federal Housing Finance Agency
(FHFA).

In exchange for future support and capital investments of up to
$100 billion in each GSE, each GSE agreed to issue to the Treasury
(i) $1 billion of senior preferred stock, with a 10% coupon,
without cost to the Treasury and (ii) common stock warrants
representing an ownership stake of 79.9%, at an exercise price of
one-thousandth of a U.S. cent ($0.00001) per share, and with a
warrant duration of 20 years.


FRESH ICE CREAM: Auction of All Assets on June 7
------------------------------------------------
Judge Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York approved The Fresh Ice Cream Company,
LLC's bidding procedures and its Asset Purchase Agreement with DGI
Ventures, Inc., in connection with the sale of substantially all
assets for $1,000,000, subject to adjustment, subject to overbid.

A hearing on the Motion was held on May 5, 2017.

The Debtor is authorized to conduct an auction for the sale of the
Assets in accordance with the Bidding Procedures.

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

     http://bankrupt.com/misc/The_Fresh_Ice_49_Sales.pdf

Unless otherwise extended by the Debtor's counsel, the deadline for
submitting bids to become qualified bids is June 5, 2017 at 12:00
p.m., at the offices of the Debtor's counsel:

         DelBello Donnellan Weingarten Wise & Wiederkehr, LLP
         One North Lexington Avenue
         11th Floor, White Plains, New York
         Attn: Jonathan S. Pasternak, Esq.

If any qualified bids are received in accordance with the Bidding
Procedures, the Debtor will conduct an auction commencing on June
7, 2017 at 10:00 a.m., at the offices of the Debtor's counsel or
such other location as will be timely communicated to all entities
entitled to attend the Auction.

The Break-Up Fee in the amount of $30,000 and the Expense
Reimbursement in the amount of up to $30,000 to the Purchaser are
approved, effective immediately, and will be payable as set forth
in the APA.

The Sale Approval Hearing will be held on June 13, 2017 at 3:00
p.m., or as soon thereafter as counsel may be heard to confirm the
results of the Auction, authorize the sale of the Assets and
authorize the assumption or rejection of the Debtor's executory
contracts, based upon the results of the Auction, and grant such
other related relief as may be deemed necessary or proper by the
Court.

Objections to the relief to be considered at the Sale Approval
Hearing will be filed by June 9, 2017 at 4:00 p.m.

Notwithstanding the possible applicability of Bankruptcy Rules
6004(h), 7062, 9014 or otherwise, the terms and conditions of the
Order will be immediately effective and enforceable upon its
entry.

                  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.


FULLBEAUTY BRANDS: S&P Lowers CCR to CCC+ on Capital Structure
--------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
FULLBEAUTY Brands Holdings Corp. (FBB) to 'CCC+' from 'B-'.  The
outlook is negative.

At the same time, S&P lowered the issue-level ratings on the $820
million first-lien term loan to 'CCC+' from 'B-' and on the $345
million second-lien term loan to 'CCC-' from 'CCC'.  S&P's '3'
recovery rating on the first-lien term loan reflects its
expectation for meaningful recovery in the event of default (50% to
70%; rounded estimate: 55%).  S&P's '6' recovery rating on the
second-lien term loan reflects its expectation for negligible
recovery in the event of default (0% to 10%; rounded estimate:
0%).

"The downgrade reflects our expectation for continued weak
operating performance across FBB's core operating segments and its
very high leverage, including debt to EBITDA of more than 9x.
During 2016, FBB expanded its product offering to include a higher
proportion of new, fashion oriented, and higher-priced products.
Customer sensitivity to price increases contributed to a sales
decline," said credit analyst Fernanda Hernandez.  "This negative
trend has persisted, and in the first quarter of 2017, sales
declined by 7.8% compared with the same period for 2016, following
a decline of 2.5% for the full-year 2016.  S&P expects mid-single
digit sales declines in 2017 and declining operating margins as FBB
increases discounts to clear inventory.  Margins have been under
pressure and during the first quarter of 2017 EBITDA margins
declined to 10.9% from 15.2% year-over-year.  Much of the decline
was a result of mark downs of fashion items and liquidation of
overstocked items and we anticipate year-over-year pressure on
margins to persist as the company works through its merchandise
assortment and a challenging retail environment."

The negative outlook reflects S&P's unfavorable long-term view of
the specialty apparel industry and our belief that FBB's operating
performance will remain under pressure in the coming year, with
mid-single-digit comparable sales declines and margin deterioration
leading to weaker credit metrics.  The negative outlook
incorporates S&P's expectation that adjusted debt to EBITDA will
remain above 9.0x for the next year.

S&P could lower the rating if liquidity weakens because of
consistently negative free operating cash flow if the company's
operating performance fails to recover.  This could be triggered by
an unsuccessful reshuffling of the product line strategy or the
need for significant mark downs to continue to clean up inventory
that compress EBITDA margins consistently below 10%.

S&P could also lower the ratings if it envisions a specific default
scenario occurring over the next 12 months.  This could arise if
operating performance deteriorates and results in the mounting
possibility of risk of proactive effort to restructure the
significant balance sheet debt obligations with a distressed
exchange, or if cash use accelerates.

Although unlikely, S&P could revise the outlook back to stable if
the company achieves revenue and EBITDA growth in the coming twelve
months, while using excess cash flow to reduce debt.  EBITDA
margins above 15% and debt to EBITDA bellow 8.0x consistently,
respectively could lead S&P to revise the outlook back to stable.



FUSIONPHARM INC: Intends to Liquidate & Dissolve Business
---------------------------------------------------------
FusionPharm, Inc., is liquidating in expectation of dissolving the
Company.

Pending legal proceedings have made it impossible for the Company
to continue operations.  Scott Dittman, the Company's remaining
sole officer and director, has stepped down from these positions
after authorizing the Company's legal counsel to handle the
liquidation.

FusionPharm, Inc. (OTC PINK: FSPM) is a company engaged in the
development, sale and distribution of the patent pending PharmPods
advanced hydroponic cultivation system



G BOONES: Taps Sherman Law as Bankruptcy Counsel
------------------------------------------------
G Boones at the Boonsboro Event Center, LLC, seeks authorization
from the US Bankruptcy Court for the District of Maryland,
Greenbelt Division, to employ the Law Offices of Jeffrey M. Sherman
as counsel.

The professional services to be rendered by Sherman are:

     a. preparing and filing of all other necessary and advisable
motions, briefs, plans, disclosure statements, applications,
memoranda, pleadings, notices, orders, objections to claims,
stipulations, contested matters, adversary proceedings or other
matters on behalf of the Debtor;

     b. negotiating with parties in interest with respect to the
resolution of disputes, claims by or against the estate, or other
matters affecting the administration of the estate; and

     c. providing any other legal services reasonably necessary and
advisable attendant to the case.

The Firm's applicable hourly rates are:

     Jeffrey M. Sherman- Attorney  $500/hour
     Erin Moyer- Paralegal         $130/hour

Jeffrey M. Sherman attests that his firm is disinterested within
the meaning of 11 U.S.C. Sec. 101(13).

The Firm can be reached through:

     Jeffrey M. Sherman
     LAW OFFICES OF JEFFREY M SHERMAN
     1600 N. Oak Street Suite 1826
     Arlington VA 22209
     Tel: (703)358-9568
     E-mail: jeffreymsherman@gmail.com

                      About G Boones at the Boonsboro Event Center,
LLC

Headquartered at Boonsboro, Maryland, G Boones at the Boonsboro
Event Center, LLC filed a voluntary petition under Chapter 11 of
the Bankruptcy Code (Bankr. D. Md. Case No. 17-13356) on March 10,
2017. The Debtor is represented by Jeffrey M. Sherman, Esq. at the
Law Offices of Jeffrey M Sherman.


G BOONES: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of G Boones at the Boonsboro Event
Center, LLC, as of May 4, according to a court docket.
         
Headquartered in Boonsboro, Maryland, G Boones at the Boonsboro
Event Center, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. D. Md. Case No. 17-13356) on March 10, 2017, estimating its
assets at up to $50,000 and its liabilities at between $100,001 and
$500,000.  Jeffrey M. Sherman, Esq., at the Law Offices Of Jeffrey
M Sherman serves as the Debtor's bankruptcy counsel.


GANDER MOUNTAIN: Enters Into Asset Purchase Agreement with CWI
--------------------------------------------------------------
On May 1, 2017, Camping World Holdings, Inc., the nation's largest
network of
RV-centric retail locations and only provider of a comprehensive
portfolio of services, protection plans, products and resources for
the outdoor enthusiast, announced the planned acquisition of
certain assets of Gander Mountain Company ("Gander Mountain") and
its Overton's, Inc. ("Overton's") boating business, following
Camping World's successful bid for certain assets of Gander
Mountain and Overton's in a bankruptcy auction on April 27, 2017
and April 28, 2017.  On May 4, 2017, the transaction was approved
by the United States Bankruptcy Court for the District of Minnesota
(the "Bankruptcy Court").

On May 5, 2017, CWI, Inc., an indirect wholly-owned subsidiary of
Camping World, entered into an asset purchase agreement (the
"Agreement") with Gander Mountain.  As part of the Agreement,
Camping World obtained the right to designate any real estate
leases for assignment to Camping World or other third parties and
initially plans to operate stores that it believes have a clear
path to profitability.  Marcus Lemonis, Chairman and CEO of Camping
World, stated "after reviewing the stores in more detail since our
successel bid in the bankruptcy process, our current goal is
operate seventy or more, locations subject to, among other things,
our ability to negotiate lease terms with landlords on terms
acceptable to us and approval of the Bankruptcy Court.  The current
liquidation of the existing Gander Mountain inventory will allow us
to start with a clean slate of what we consider the appropriate mix
and level of inventory, including the addition of Camping World and
Overton's offerings where appropriate."

                 About Camping World Holdings

Camping World Holdings Inc. -- http://www.CampingWorld.com/-- is
the only provider of a comprehensive portfolio of services,
protection plans, products and resources for recreational vehicle
("RV") enthusiasts.  Through its two iconic brands, Camping World
and Good Sam, the company offers new and used RVs for sale, vehicle
service and maintenance along with more than 10,000 products and
services through its retail locations and membership clubs.  Good
Sam branded offerings provide the industry's broadest and deepest
range of services, protection plans, products and resources while
the Camping World brand operates the largest national network of
RV-centric retail locations in the United States through over 125
retail locations in 36 states and an e-commerce platform.  With
both brands founded in 1966, product and service offerings are
based on 50 years of experience and customer feedback from RV
enthusiasts.

                    About Gander Mountain

Gander Mountain Company operates outdoor specialty stores dedicated
for shooting sports, hunting, fishing, camping, marine, apparel,
footwear, and outdoor lifestyle products.  Its subsidiary
Overton's, Inc. is a catalog and internet retailer of products for
the recreational boater and other water sports enthusiasts at
http://www.Overtons.com/    

Gander Mountain and Overton's Inc. sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Minn. Case Nos. 17-30673 and
17-30675) on March 10, 2017.  The petitions were signed by Timothy
Becker, Executive VP of Lighthouse Management Group, Inc., as CRO.


The cases are assigned to Judge Michael E. Ridgway.

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

The Debtors' advisors in the restructuring are Fredrikson & Byron,
PA, which serves as legal counsel; Lighthouse Management Group,
chief restructuring officer; Hilco Real Estate LLC, real estate
advisor; and Faegre Baker Daniels LLP, special corporate counsel.
Donlin, Recano & Company Inc. is the Debtors' claims, noticing and
balloting agent.  Houlihan Lokey Capital Inc. serves as the
Debtors' Investment Banker.

On March 13, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee members
are: (1) Ellett Brothers; (2) Carhartt, Inc.; (3) Smith & Wesson
Corp; (4) Pure Fishing, Inc.; (5) Benelli USA; (6) Vista Outdoor
Sales, LLC; (7) National Retail Properties, Inc.; (8) Liberty Safe
and Security Products, Inc.; and (9) DDR Corp.  

The Committee hired Jeffrey Cohen, Esq. at Lowenstein Sandler LLP
as its counsel and Connie Lahn, Esq., Christopher Knapp, Esq. and
Roger Maldonado, Esq. at Barnes & Thornburg LLP as co-counsel.


GANDER MOUNTAIN: Going-Out-Of-Business Sales Under Way at Stores
----------------------------------------------------------------
Inventory liquidation sales are now under way at all Gander
Mountain store locations -- offering shoppers deep discounts on top
brand-name outdoor gear.  The nationwide sale is being conducted by
a joint venture consortium consisting of Tiger Capital Group, Great
American Group, Gordon Brothers and Hilco Merchant Resources.

Gander Mountain filed for Chapter 11 bankruptcy protection on March
10, 2017.  The consortium prevailed in its April 28th bid to become
the liquidating agent for the Gander Mountain inventory.  The joint
venture consortium will immediately commence the sale of Gander
Mountain inventory at all Gander Mountain retail locations.  

"Since 1960, Gander Mountain has offered the most sought-after,
high-performance outdoor gear at extremely compelling prices,"
stated a representative of the joint venture.  "This final
liquidation sale presents outdoor enthusiasts with a
once-in-a-lifetime opportunity to take deep discounts on this
terrific gear.  Many of these brands are rarely, if ever,
discounted, so shoppers will want to come in early to take
advantage of these sales."

Gander Mountain, known as "America's Firearm Supercenter," offers
extensive lines of shooting sports, hunting, fishing, camping,
marine, apparel, footwear and outdoor lifestyle merchandise.
Brands offered include Under Armour, Yeti, The North Face, Coleman,
GoPro, Shimano, Columbia, Guide Series, GSX, Carhartt, Merrell,
Keen, Rocky, New Balance, and Reebok.

Stores will continue to honor Gander Mountain gift cards until May
17, 2017.  The liquidation sales will end when all merchandise has
been sold.   Stores participating in the liquidation event are
located in Alabama, Arkansas, Colorado, Florida, Iowa, Illinois,
Indiana, Kansas, Kentucky, Maryland, Michigan, Minnesota,
Mississippi, North Carolina, North Dakota, New York, Ohio,
Pennsylvania, Tennessee, Texas, Virginia, Wisconsin, and West
Virginia.  A full listing of closing locations can be found at
http://www.gandermountain.com/store-locator/

                 About Tiger Capital Group

Tiger Capital Group -- http://www.tigergroup.com-- provides asset
valuation, advisory and disposition services to a broad range of
retail, wholesale, and industrial clients.  With over 40 years of
experience and significant financial backing, Tiger offers a
uniquely nimble combination of expertise, innovation and financial
resources to drive results.  Tiger's seasoned professionals help
clients identify the underlying value of assets, monitor asset risk
factors and, when needed, provide capital or convert assets to
capital quickly and decisively.  Tiger maintains domestic offices
in New York, Los Angeles, Boston, Chicago, and San Francisco, and
international offices in Sydney, Perth, Melbourne and Brisbane,
Australia.

                 About Great American Group

Great American Group, LLC -- http://www.greatamerican.com-- is a
provider of advisory and valuation services, asset disposition and
auction solutions.  Great American Group efficiently deploys
resources with sector expertise to assist companies, lenders,
capital providers, private equity investors and professional
service firms in maximizing the value of their assets.

                   About Gordon Brothers

Since 1903, Gordon Brothers -- http://www.gordonbrothers.com/--
has helped lenders, operating executives, advisors, and investors
move forward through change.  The firm brings a powerful
combination of expertise and capital to clients, developing
customized solutions on an integrated or standalone basis across
four service areas: valuations, dispositions, operations, and
investments.  Whether to fuel growth or facilitate strategic
consolidation, Gordon Brothers partners with companies in the
retail, commercial, and industrial sectors to put assets to their
highest and best use.  Gordon Brothers conducts more than $70
billion worth of dispositions and appraisals annually.  Gordon
Brothers is headquartered in Boston, with 25 offices across four
continents.

               About Hilco Merchant Resources

Hilco Merchant Resources -- http://www.hilcomerchantresources.com/
-- provides a wide range of analytical, advisory, asset
monetization, and capital investment services to help define and
execute a retailer's strategic initiatives.  Hilco Merchant
Resources' activities fall into several principal categories
including acquisitions; disposition of underperforming stores;
retail company or division wind downs; event sales to convert
unwanted assets into working capital; facilitation of mergers and
acquisitions; interim company, division or store management teams;
loss prevention; and, the monetization of furniture, fixtures and
equipment.

                   About Gander Mountain

Gander Mountain Company operates outdoor specialty stores dedicated
for shooting sports, hunting, fishing, camping, marine, apparel,
footwear, and outdoor lifestyle products.  Its subsidiary
Overton's, Inc. is a catalog and internet retailer of products for
the recreational boater and other water sports enthusiasts at
http://www.Overtons.com/    

Gander Mountain and Overton's Inc. sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Minn. Case Nos. 17-30673 and
17-30675) on March 10, 2017.  The petitions were signed by Timothy
Becker, Executive VP of Lighthouse Management Group, Inc., as CRO.

The cases are assigned to Judge Michael E. Ridgway.

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

The Debtors' advisors in the restructuring are Fredrikson & Byron,
PA, which serves as legal counsel; Lighthouse Management Group,
chief restructuring officer; Hilco Real Estate LLC, real estate
advisor; and Faegre Baker Daniels LLP, special corporate counsel.
Donlin, Recano & Company Inc. is the Debtors' claims, noticing and
balloting agent. Houlihan Lokey Capital Inc. serves as the Debtors'
Investment Banker.

On March 13, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee members
are: (1) Ellett Brothers; (2) Carhartt, Inc.; (3) Smith & Wesson
Corp; (4) Pure Fishing, Inc.; (5) Benelli USA; (6) Vista Outdoor
Sales, LLC; (7) National Retail Properties, Inc.; (8) Liberty Safe
and Security Products, Inc.; and (9) DDR Corp.  

The Committee hired Jeffrey Cohen, Esq. at Lowenstein Sandler LLP
as its counsel and Connie Lahn, Esq., Christopher Knapp, Esq. and
Roger Maldonado, Esq. at Barnes & Thornburg LLP as co-counsel.


GENERAL MOTORS: 2nd Cir. Junks Doris Phillips' Bid to Sue for Fraud
-------------------------------------------------------------------
Ryan Boysen, writing for Bankruptcy Law360, reports that the Second
Circuit ruled that widow Doris Powledge Phillips can't sue General
Motors Co. for fraud after the Debtor allegedly hid documents to
reach a more favorable settlement in a suit over the crash that
killed her husband and four children.  

Citing the Second Circuit, Law360 relates that Mrs. Phillips signed
away her claims to a third party in that settlement.  Law360
recalls that in 2010, Mrs. Phillips reached the $2.7 million
settlement ending yearslong lawsuit alleging manufacturing defects
in her husband's 2004 Chevy Malibu were responsible for the crash.

                    About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, serves as the
Chief Executive Officer for Motors Liquidation Company.  GM is also
represented by Jenner & Block LLP and Honigman Miller Schwartz and
Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP is providing
legal advice to the GM Board of Directors.  GM's financial advisors
are Morgan Stanley, Evercore Partners and the Blackstone Group LLP.
Garden City Group is the claims and notice agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims.  Lawyers at Kramer Levin Naftalis
& Frankel LLP served as bankruptcy counsel to the Creditors
Committee.  Attorneys at Butzel Long served as counsel on supplier
contract matters.  FTI Consulting Inc. served as financial advisors
to the Creditors Committee.  Elihu Inselbuch, Esq., at Caplin &
Drysdale, Chartered, represented the Asbestos Committee.  Legal
Analysis Systems, Inc., served as asbestos valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On the
Dissolution Date, pursuant to the Plan and the Motors Liquidation
Company GUC Trust Agreement, dated March 30, 2011, between the
parties thereto, the trust administrator and trustee -- GUC Trust
Administrator -- of the Motors Liquidation Company GUC Trust,
assumed responsibility for the affairs of and certain claims
against MLC and its debtor subsidiaries that were not concluded
prior to the Dissolution Date.


GENERAL WIRELESS: Proposes Procedures for De Minimis Assets Sales
-----------------------------------------------------------------
General Wireless Operations, Inc., and its affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to authorize the
procedures in connection with the sale, transfer, or abandonment of
surplus, obsolete, non-core, or burdensome assets ("De Minimis
Assets").

A hearing on the Motion is set for May 25, 2017 at 10:30 a.m. (ET).
The objection deadline is May 18, 2017 at 4:00 p.m. (ET).

The Debtors have closed or are in the process of closing
approximately 90% of their retail locations.  Many of their
remaining assets located outside of their retail stores will not be
necessary for their continued operations or for administration of
their estates.

The De Minimis Assets include, without limitation, various computer
and information technology equipment (including computers,
printers, network equipment, and point of sale equipment), artwork,
memorabilia, supplies, furniture, fixtures and equipment (most of
which are located either at the Debtors’ headquarters or at the
Debtors' distribution center), and certain warehoused inventory.

Given the De Minimis Assets' limited value in relation to their
store inventory and current operations, the Debtors submit that
selling the De Minimis Assets through efficient procedures will
reduce costs and other administrative expenses that would otherwise
be incurred seeking authority to sell such assets through separate
motions.  Therefore, the Debtors propose the procedures set forth
to streamline the sale, transfer and disposition process and ensure
that parties in interest receive adequate notice of such sales.
The proposed procedures will allow the Debtors to sell or dispose
of the De Minimis Assets in an efficient and cost-effective manner
and are consistent with the customary procedures approved by this
and other courts.

The Debtors propose that each De Minimis Asset sale be for the
highest and best offer received, taking into consideration the
exigencies and circumstances in each such sale, under these De
Minimis Asset Sale Procedures:

   a. with regard to sales or transfers of De Minimis Assets in any
individual transaction or series of related transactions to a
single buyer or group of related buyers with a gross selling price
equal to or less than $25,000:

       i. the Debtors are authorized to consummate such
transaction(s) if the Debtors determine in the reasonable exercise
of their business judgment, that such sales or transfers are in the
best interests of their estates, without further order of the Court
or notice to any party; and

      ii. any such transaction(s) will be free and clear of all
Liens, with such Liens attaching only to the sale or transfer
proceeds with the same validity, extent, and priority as had
attached to the De Minimis Assets immediately prior to such sale or
transfer.

   b. with regard to sales or transfers of De Minimis Assets in any
individual transaction or series of related transactions to a
single buyer or group of related buyers with a gross selling price
greater than $25,000 but equal to or less than $50,000:

       i. the Debtors are authorized to consummate such
transaction(s) if the Debtors determine in the reasonable exercise
of their business judgment that such sales or transfers are in the
best interests of their estates;

       ii. any such transaction(s) will be free and clear of all
Liens, with such Liens attaching only to the sale or transfer
proceeds with the same validity, extent, and priority as had
attached to the De Minimis Assets immediately prior to such sale or
transfer;

      iii. the Debtors will give the Sale Notice to the Notice
Parties at least three days prior to the closing of such sale or
transfer;

       iv. the content of the Sale Notice will consist of (a)
identification of the De Minimis Assets being sold or transferred,
(b) identification of the purchaser of the assets, (c) the purchase
price, and (d) the significant terms of the sale or transfer
agreement;

        v. if no written objections from any of the Notice Parties
are filed within three days after service of the Sale Notice, then
the Debtors are authorized to immediately consummate such sale or
transfer; and

       vi. if any Notice Party files a written objection to any
such sale or transfer with the Court within three days after
service of the Sale Notice, then the relevant De Minimis Asset will
only be sold or transferred upon either the consensual resolution
of the objection by the parties in question or further order of the
Court after notice and a hearing.

   c. with regard to the sales or transfers of the De Minimis
Assets in any individual transaction or series of related
transactions to a single buyer or group of related buyers with an
aggregate selling price greater than $50,000 and up to or equal to
$250,000:

        i. the Debtors are authorized to consummate such
transaction(s) without further order of the Court if the Debtors
determine in the reasonable exercise of their business judgment
that such sales or transfers are in the best interests of their
estates, subject to the procedures set forth;

       ii. any such transaction(s) will be free and clear of all
Liens, with such Liens attaching only to the sale or transfer
proceeds with the same validity, extent, and priority as had
attached to the De Minimis Assets immediately prior to such sale or
transfer;

      iii. the Debtors will give the Sale Notice to the Notice
Parties by email or facsimile at least seven days prior to the
closing of such sale or transfer;

       iv. the content of the Sale Notice will consist of (a)
identification of the De Minimis Assets being sold or transferred,
(b) identification of the purchaser of the assets, (c) the purchase
price, and (d) the significant terms of the sale or transfer
agreement;

        v. if no written objections are filed within seven days
after the service of the Sale Notice, then the Debtors are
authorized to immediately consummate such sale or transfer; and

       vi. if any party files a written objection to any such sale
or transfer with the Court within seven days after service of the
Sale Notice, then the relevant De Minimis Asset will only be sold
or transferred upon either the consensual resolution of the
objection by the parties in question or further order of the Court
after notice and a hearing.

To the extent the Debtors ask to conduct a sale of De Minimis
Assets to a single buyer or group of related buyers with an
aggregate selling price greater than $250,000, the Debtors will
file a separate motion seeking approval from the Court with respect
to such sale or transfer.

If the Debtors seek to conduct a sale of De Minimis Assets to an
"insider," the Sale Notice will disclose the identity of the
insider and the insider's relationship to the Debtors.

The Debtors are mindful of their duty to maximize the value of
their estates and will use commercially reasonable efforts to
market all De Minimis Assets proposed to be sold in an effort to
obtain the highest consideration for all of their assets.

To the extent any De Minimis Assets cannot be sold at a price
greater than the cost of liquidating such assets, the Debtors ask
authority to abandon such De Minimis Assets in accordance with
these De Minimis Asset Abandonment Procedures:

   a. With regard to any single De Minimis Asset with an estimated
value of less than $5,000, the Debtors are authorized to abandon
such asset in the reasonable exercise of their business judgment
without further order of the Court or notice to any party.

   b. With regard to any De Minimis Asset with an estimated value
of at least $5,000:

       i. The Debtors will give Abandonment Notic to the Notice
Parties;

      ii. The Abandonment Notice will contain a description in
reasonable detail of the De Minimis Assets to be abandoned and the
Debtors' reasons for such abandonment;

     iii. If no written objections from any of the Notice Parties
are submitted to the Debtors within seven days after the date of
service of such Abandonment Notice, then the Debtors are authorized
to immediately proceed with the abandonment; and

      iv. If a written objection from any Notice Party is submitted
to the Debtors within seven days after service of such Abandonment
Notice, then the relevant De Minimis Asset will be abandoned only
upon either the consensual resolution of the objection by the
parties in question or further order of the Court after notice and
a hearing.

   c. The De Minimis Asset Abandonment Procedures will not apply to
the Debtors' abandonment of assets in or on leased non-residential
real property for which the lease is rejected pursuant to the
Retail Location Abandoned Assets.  The Lease Rejection Procedures
Order will continue to govern the Debtors' abandonment of Retail
Location Abandoned Assets.

Finally, in connection with the De Minimis Asset Procedures, the
Debtors also ask authority to pay the reasonable and necessary fees
and expenses incurred in the sale, transfer, or abandonment of any
De Minimis Assets, including commission fees to agents, brokers,
auctioneers, and liquidators, if any.

Prior to selling or transferring computers, or selling,
transferring, or abandoning mobile devices and tablets, the Debtors
intend to re-format and re-image the devices and/or drives thereby
erasing the existing data at the time of the re-formatting.  With
respect to any computer to be abandoned or to be sold as scrap, the
Debtors intend to send the hard drives to a third-party vendor to
erase the data located on such hard drives prior to abandoning such
drives.  With respect to computers that are readily identifiable as
having belonged to personnel in the legal; human resources;
benefits; environmental, health and safety; and payroll
departments, the Debtors intend to image the hard drives prior to
having the data erased.  The Debtors are asking Court approval of
those procedures relating to the hard drives.

To defray any operational, carrying, or storage expenses associated
with these assets, the Debtors have determined in their business
judgment that it is in the best interests of the estates to sell or
transfer the De Minimis Assets.  To that end, they have proposed
the De Minimis Asset Sale Procedures, whereby they can consummate
the sale or effectuate the transfer of De Minimis Assets during the
pendency of these Chapter 11 Cases.  Under these proposed
procedures, parties with an interest in their assets are fully
protected by the opportunity to object and to attend a hearing, if
desired.  Accordingly, the Debtors ask the Court to approve the
procedures for the sale, transfer, and abandonment of De Minimis
Assets free and clear of all Liens; and granting related relief.

To implement the foregoing successfully, the Debtors ask that the
Court enter an order providing that notice of the relief requested
satisfies Bankruptcy Rule 6004(a) and that the Debtors have
established cause to exclude such relief from the 14-day stay
period under Bankruptcy Rule 6004(h).

               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.  Bradford Tobin, SVP and general counsel, signed the
petitions.

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.

On March 17, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee selected
Kelley Drye & Warren LLP as its lead counsel, and Klehr Harrison
Harvey Branzburg LLP as its local counsel.


GENON ENERGY: Incurs $37 Million Net Loss in First Quarter
----------------------------------------------------------
GenOn Energy, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $37 million on $381 million of total operating revenues for the
three months ended March 31, 2017, compared to net income of $101
million on $579 million of total operating revenues for the three
months ended March 31, 2016.

As of March 31, 2017, Genon Energy had $4.81 billion in total
assets, $4.51 billion in total liabilities and $304 million in
total stockholders' equity.

As of March 31, 2017, GenOn had cash and cash equivalents of $885
million, of which $305 million and $82 million is held by GenOn
Mid-Atlantic and REMA, respectively.  Under their respective
operating leases, GenOn Mid-Atlantic and REMA are not permitted to
make any distributions and other restricted payments unless: (a)
they satisfy the fixed charge coverage ratio for the most recently
ended period for four fiscal quarters; (b) they are projected to
satisfy the fixed charge coverage ratio for each of the two
following periods of four fiscal quarters, commencing with the
fiscal quarter in which such payment is proposed to be made; and
(c) no significant lease default or event of default has occurred
and is continuing.  Additionally, GenOn Mid-Atlantic and REMA must
be in compliance with the requirement to provide credit support to
the owner lessors securing their obligations to pay scheduled rent
under their respective leases.  As a result, GenOn Mid-Atlantic has
not been able to make distributions of cash and certain other
restricted payments since the quarter ended March 31, 2014, which
was the last quarterly period for which GenOn Mid-Atlantic
satisfied the conditions under its operating agreement.  REMA has
not satisfied the conditions under its operating agreement to make
distributions of cash and certain other restricted payments since
2009.

As of March 31, 2017, $691 million of GenOn's Senior Notes
outstanding excluding $4 million of associated premiums, are
current within the GenOn consolidated balance sheet and are due on
June 15, 2017.  GenOn's future profitability continues to be
adversely affected by (i) a sustained decline in natural gas prices
and its resulting effect on wholesale power prices and capacity
prices, and (ii) the inability of GenOn Mid-Atlantic and REMA to
make distributions of cash and certain other restricted payments to
GenOn.  GenOn is currently considering all options available to it,
including negotiations with creditors and lessors, refinancing the
senior notes, potential sales of certain generating assets as well
as the possibility for a need to file for protection under Chapter
11 of the U.S. Bankruptcy Code.  If GenOn is unable to enter into a
settlement with its creditors, refinance the senior notes or
otherwise raise or generate sufficient capital, GenOn is not
expected to have sufficient liquidity (exclusive of cash subject to
the restrictions under the GenOn Mid-Atlantic and REMA operating
leases) to repay the senior notes due in June 2017.  Pending
resolution, there is substantial doubt about GenOn's ability to
continue as a going concern.

During 2016, GenOn appointed two independent directors, retained
advisors and established a separate audit committee as part of this
process.  On April 7, 2017, GenOn also appointed a new dedicated
chief executive officer, effective immediately.

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

                    https://is.gd/gwKZfa

                        About Genon

GenOn Energy, Inc. and its affiliates are wholesale power
generation subsidiaries of NRG, which is a competitive power
company that produces, sells and delivers energy and energy
services, primarily in major competitive power markets in the U.S.
GenOn is an indirect wholly-owned subsidiary of NRG.  GenOn was
incorporated as a Delaware corporation on Aug. 9, 2000, under the
name Reliant Energy Unregco, Inc.  GenOn Americas Generation and
GenOn Mid-Atlantic are indirect wholly owned subsidiaries of GenOn.
GenOn Americas Generation was formed as a Delaware limited
liability company on Nov. 1, 2001, under the name Mirant Americas
Generation, LLC. GenOn Mid-Atlantic was formed as a Delaware
limited liability company on July 12, 2000, under the name Southern
Energy Mid-Atlantic, LLC.  GenOn Mid-Atlantic is a wholly-owned
subsidiary of NRG North America and an indirect wholly owned
subsidiary of GenOn Americas Generation.  The Registrants are
engaged in the ownership and operation of power generation
facilities; the trading of energy, capacity and related products;
and the transacting in and trading of fuel and transportation
services.

GenOn Energy reported net income of $81 million on $1.86 billion of
total operating revenues for the year ended Dec. 31, 2016, compared
to a net loss of $115 million on $2.37 billion of total operating
revenues for the year ended Dec. 31, 2015.

The Company's independent auditors issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016.  KPMG LLP, in Philadelphia, Pennsylvania,
noted that GenOn does not have sufficient liquidity to satisfy its
obligations as of Dec. 31, 2016.

                        *    *    *

As reported by the TCR on Jan. 13, 2017, S&P Global Ratings lowered
its corporate credit ratings to 'CCC-' from 'CCC' on GenOn Energy
Inc. and its affiliates: GenOn Energy Holdings Inc., GenOn Americas
LLC, GenOn Mid-Atlantic LLC, and GenOn REMA LLC.  The outlook is
negative.  "The negative outlook reflects the continuing pressure
on financial measures.  And, while we did not expect a default in
2016 because of significant cash balances, it reflects the
prospects that GenOn might consider distressed exchange offers over
the next six months," said S&P Global Ratings credit analyst Aneesh
Prabhu.

In October 2016, Moody's Investors Service downgraded GenOn Energy,
Inc.'s corporate family rating and probability of default (PD)
rating to Caa3 from Caa2, and Caa3-PD from Caa2-PD, respectively.


GYMBOREE CORP: Plans Store Closures as Part of Bankruptcy
---------------------------------------------------------
Lillian Rizzo and Soma Biswas, writing for The Wall Street Journal
Pro Bankruptcy, reported that Gymboree Corp. is looking to close a
number of its stores as part of a broader business restructuring
under bankruptcy court protection.

The Journal, citing people familiar with the matter, reported that
the children's clothing retailer has reached out to firms known for
liquidating companies' inventories and other assets to help with
the closure of up to 350 of its stores.

Discussions surrounding the number of store closures are still
ongoing, however, and could change by the time Gymboree seeks
bankruptcy protection, they add, the report said.

As previously reported by The Troubled Company Reporter on April
19, 2017, Bloomberg News reported that Gymboree is preparing to
file for bankruptcy as it faces a June 1, 2017 interest payment on
its debt.

The Bain Capital-controlled company is seeking to reorganize its
debt load and may transfer control to its lenders, including
Searchlight Capital, Brigade Capital Management and Oppenheimer
Holdings, the report said, citing the people, who asked not to be
identified because the process isn't public.

According to the report, Gymboree, laboring under more than $1
billion in debt from its Bain buyout in 2010, warned in March that
it's running short on cash and may not survive if it can't
persuade
creditors to refinance its debt. The June 1 interest payment
applies to its 9.125 percent notes that are due 2018, the report
related.

The retailer, which operates about 1,300 stores, hasn't posted an
annual profit since 2011, with losses totaling more than $800
million, the report said.  Gymboree hired Rothschild & Co. to
advise it on a potential restructuring this year, the report added,
citing the people with knowledge of the matter. Gymboree has a $761
million term loan due in February 2018, the report noted.

Gymboree would look to close these locations as part of a
bankruptcy filing, which could come as soon as next week, some of
the people told the Journal.

                About The Gymboree Corporation

San Francisco-based The Gymboree Corporation's specialty retail
brands offer unique, high-quality products delivered with
personalized customer service.  As of Oct. 29, 2016, the Company
operated a total of 1,300 retail stores: 591 Gymboree stores (541
in the United States, 49 in Canada and 1 in Puerto Rico), 174
Gymboree Outlet stores (173 in the United States and 1 in Puerto
Rico), 150 Janie and Jack shops (149 in the United States and 1 in
Puerto Rico), and 385 Crazy 8 stores in the United States.  The
Company also operates online stores at http://www.gymboree.com/,  
http://www.janieandjack.com/and http://www.crazy8.com/    

The Company was taken private by Bain Capital in 2010 in a deal
valued at about $1.8 billion.

Gymboree Corp. reported net income attributable to the Company of
$70.68 million for the 26 weeks ended July 30, 2016.  For the year
ended Jan. 30, 2016, the Company reported a net loss attributable
to the Company of $10.17 million compared to a net loss
attributable to the Company of $574.10 million for the year ended
Jan. 31, 2015.

As of Jan. 28, 2017, Gymboree had $755.49 million in total assets,
$1.36 billion in total liabilities and a total deficit of $609.14
million.

                       *     *     *

In January 2017, S&P Global Ratings lowered its corporate credit
rating on The Gymboree Corp. to 'CC' from 'CCC+'.  The outlook is
negative.  "The downgrade reflects significant near-term
refinancing requirements, limited liquidity, and continuing weak
operating performance.  We expect further profitability erosion in
the upcoming quarters and we believe the company could announce a
distressed debt restructuring transaction over the next two
quarters," said credit analyst Samantha Stone.

As reported by the TCR on Nov. 7, 2016, Moody's Investors Service
downgraded The Gymboree Corporation's Corporate Family Rating to
'Caa3' from 'Caa1' and Probability of Default Rating to 'Caa3-PD'
from
'Caa1-PD'.  The downgrade of the Corporate Family Rating to Caa3
reflects Gymboree's weak operating performance and deteriorating
liquidity.  Net sales and EBITDA fell 4% and 49%, respectively, in
the quarter ended July 30, 2016 due to weak customer traffic and
margin pressure from inventory clearance activity.


HANCOCK FABRICS: May Poll Creditors on Liquidation Plan
-------------------------------------------------------
Matt Chiappardi, writing for Bankruptcy Law360, reports that the
Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware will give Hancock Fabrics Inc. authorization
to poll creditors on its Chapter 11 liquidation plan after the
Debtor came to a temporary truce with unsecured creditors and the
Pension Benefit Guaranty Corp. on objections to the strategy.
According to Law360, Judge Shannon said that he would approve the
disclosure statement for the plan after the sides came to an
agreement that kept objections to the document at bay.

                    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 Oct. 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.
dba 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.


HANOVER INSURANCE: Fitch Affirms BB+ Ratings on 2 Debt Classes
--------------------------------------------------------------
Fitch Ratings has affirmed the 'A' Insurer Financial Strength (IFS)
rating of The Hanover Insurance Company, the principal operating
subsidiary of The Hanover Insurance Group (NYSE: THG). Fitch has
also affirmed THG's Issuer Default Rating (IDR) at 'BBB+' and its
senior unsecured notes at 'BBB'.

The Rating Outlook is Stable.

The ratings affirmation reflects that performance has broadly been
in line with expectations, and no upgrade or downgrade triggers
were activated since the last review.

KEY RATING DRIVERS

The Hanover Insurance Group, Inc.'s (THG) has reported calendar
year GAAP underwriting profits for four consecutive years,
including a combined ratio of 98.6% and 99.5% for 2016 (full year)
and the first three months of 2017, respectively. The current
accident-year (AY) combined ratio net of catastrophe losses has
improved by over 3 percentage points since 2012 to 92.9 % in full
year 2016, reflective of core underwriting improvements from a
product mix shift towards specialty commercial lines and changes in
geographic mix. International operations centered in Chaucer
Holdings PLC (Chaucer) have generated consistently favorable
underwriting profits.

THG's strengthened domestic reserves by $174 million in the fourth
quarter of 2016. Strengthening of commercial lines reserves was
$162 million of the total and driven by specific product lines
including CMP and general liability, discontinued program business,
and surety. Chaucer's reserve development remained favorable since
the company was acquired in 2011. Prior year development in the
first three months of 2017 was slightly favorable. Future material
adverse development is not anticipated and would be viewed as a
credit negative.

GAAP operating leverage and net leverage remained flat at 1.6x and
4.2x, respectively, at Dec. 31, 2016. The financial leverage ratio
(FLR) was 22% at year-end 2016. However, total interest costs are
expected to decline, boosting interest coverage, as the company
refinanced higher-cost senior notes. The U.S. subsidiaries Prism
capital model score was 'Adequate' at year-end 2015.

THG's future performance will continue to be affected by
catastrophe-related losses, but inherent volatility from these
events is reduced somewhat from past years given changes in
property business aggregations. While Fitch expects price
competition to intensify in most commercial lines product segments,
THG's strong agency relationships are focused on smaller commercial
business accounts which have traditionally experienced less pricing
sensitivity and better policy retention, which could promote better
premium rate sustainability compared with peers. The company also
expects to expand its personal and commercial lines footprint in
underpenetrated geographies going forward.

RATING SENSITIVITIES
Key rating triggers that could lead to an upgrade of THG's ratings
include improvement in GAAP net leverage (premiums written plus
total liabilities less debt less reinsurance recoverable divided by
shareholders' equity) of 3.8x or better, sustaining a Prism score
of 'strong', and sustaining GAAP operating interest coverage at 10x
or better.

Key ratings triggers that could lead to a downgrade include: a
shift to underwriting losses, an unexpected material adverse
development of loss reserves, an increase in run-rate FLR to 28% or
greater, and GAAP operating interest coverage of 5x or lower.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings with a Stable Outlook:

The Hanover Insurance Group

-- IDR at 'BBB+';
-- 7.625% senior unsecured notes due 2025 at 'BBB';
-- 4.5% senior unsecured notes due 2026 at 'BBB';
-- 8.207% junior subordinated debentures due 2027 at 'BB+';
-- 6.35% subordinated debentures due March 30, 2053 at 'BB+'.

The Hanover Insurance Company
Citizens Insurance Company of America

-- IFS at 'A'.


HARTFORD, CT: Nobody Wins if City Goes Bankrupt
-----------------------------------------------
The American Bankruptcy Institute, citing David R. Eichenthal of
Hartford Courant, reported that the threat of bankruptcy for the
city of Hartford, in Connecticut, is real, but the National
Resource Network found that bankruptcy or continued decline in city
services would have a negative effect statewide.

According to the report, with more than 107,000 primary jobs,
Hartford is home to 7 percent of Connecticut's jobs.  The vast
majority of those jobs are held by non-residents -- just under 90
percent, the report related.  When combined, more people living in
West Hartford, East Hartford and New Britain work in Hartford than
city residents, the report said.

If Hartford went bankrupt, made draconian service cuts or adopted
higher tax rates, local employers would have to consider whether
they want to bear additional cost or risk -- or leave, the report
further related.  If they left, that would likely further
exacerbate the state's fiscal challenges, the report noted.
Because when high paying jobs leave Hartford, they are likely
leaving the state, the report added.

The NRN said that Hartford does not have the ability to generate
significant new revenue on its own.  The city's taxing powers are
largely limited to the property tax and more than 50 percent of the
assessed value of property in Hartford is tax exempt, the report
noted.  With already high property tax rates, the only way that
Hartford can begin to address its budget problem through new
revenue is with a combination of increased state aid and new taxing
authority to ensure that commuters, non-profit institutions and
others in the region and across the state who benefit from costly
city services pay their fair share, the report further noted.

Hartford is the capital of the U.S. state of Connecticut.  It was
the seat of Hartford County until Connecticut disbanded county
government in 1960.  As of the 2010 Census, Hartford's population
was 124,775, making it Connecticut's third-largest city after the
coastal cities of Bridgeport and New Haven.


HRG GROUP: Fitch Puts B Long-Term IDR on Rating Watch Negative
--------------------------------------------------------------
Fitch Ratings has placed the ratings of HRG Group, Inc. (HRG),
including the 'B' Long-term Issuer Default Rating (IDR), on Rating
Watch Negative.

KEY RATING DRIVERS - IDR and Senior Debt

The Negative Rating Watch reflects HRG's continued weak upstream
dividend coverage of holding company interest expenses combined
with increased strategic uncertainty following the terminated sale
of one of HRG's portfolio companies. In April 2017, one of HRG's
portfolio investments, Fidelity & Guaranty Life (FGL; Long-term IDR
'BB'; Rating Watch Evolving), announced that it terminated a merger
agreement with Anbang Insurance Group Co., Ltd. FGL continues to
explore a sale, which if consummated would result in potential
deleveraging and improved upstream dividend coverage for HRG.

If FGL enters into a sale agreement, Fitch would anticipate
removing the Negative Rating Watch and assigning a Negative Rating
Outlook, since post-FGL sale, HRG would have significant cash
proceeds relative to outstanding debt obligations, but would
effectively operate as a single-investment, pass-through structure
for Spectrum Brands, Inc. (Spectrum Brands; Long-term IDR of 'BB';
Rating Outlook Stable). In November 2016, HRG announced that it
initiated a process to explore strategic alternatives, including a
merger, sale or other business combination.

The 'B' Long-Term IDR is supported by the credit risk profile and
underlying diversity of HRG's largest investment, Spectrum Brands,
and HRG's adequate liquidity position, which would be expected to
improve further in the event that FGL consummates a sale. The
rating is constrained by the concentrated and less liquid nature of
HRG's investments.

HRG currently has exposure to consumer products through its 58.4%
controlling interest in Spectrum Brands as well as insurance
through its 80.4% ownership of FGL and full ownership of Front
Street Re (Delaware) Ltd.. In 2016, the company sold its wholly
owned position in oil and gas company Compass Production GP, LLC,
sold its interests in the asset management company CorAmerica, LLC
and wound down the operations of Energy & Infrastructure Capital,
LLC. HRG's remaining asset management business interest is in the
asset-based lender Salus Capital Partners, LLC, which is in
run-off.

Fitch calculates that upstream dividends from HRG's subsidiaries
relative to holding company interest expenses measured 0.5x in the
first half of fiscal year 2017 and fiscal years 2016 and 2015, down
from 1.3x in fiscal year 2014. Under a scenario whereby FGL is sold
for approximately $1.3 billion in fiscal year 2018 (based on
trading levels at the end of April 2017), HRG would have sufficient
resources to repay all of its $864.4 million 7.875% senior secured
notes due 2019 and a portion of its $890 million 7.75% senior
unsecured notes and other obligations, thereby improving the
dividend coverage ratio to above 1.0x.

The company is expected to have sufficient resources to fund its
interest payments of approximately $137 million annually, given
$139.5 million of readily available cash as of March 31, 2017.
Additionally, proceeds from a potential sale of FGL would boost
balance sheet liquidity further. Nevertheless, servicing interest
in this manner effectively represents HRG using principal to pay
interest, thereby eroding HRG's capitalization.

Debt-to-equity based on the carrying value of HRG's investments was
elevated at 3.0x as of March 31, 2017, compared to 2.7x at 2016
fiscal year end and 3.0x at 2015 fiscal year end. Since HRG's two
largest current holdings are publicly traded companies (Spectrum
Brands and FGL), Fitch also considers pro forma debt-to-equity on
the basis of the market value of HRG's public investments, although
recognizing that the market values can fluctuate and realization of
these market values could be challenged by HRG's majority ownership
positions. Nevertheless, on this basis, Fitch calculates that HRG's
leverage was 0.4x as of March 31, 2017, compared to 0.4x at 2016
fiscal year end and 0.6x at 2015 fiscal year end. Fitch views HRG's
leverage as manageable relative to current ratings.

Fitch has a stable 2017 sector outlook for U.S. consumer products
companies and a negative sector outlook for U.S. life insurers. The
consumer products outlook is based on expected modest top-line
growth, a benign commodity cost environment and a focus on cost
reduction across many subsectors. Fitch's negative sector outlook
for U.S. life insurers is based on challenges tied to the evolving
macroeconomic and regulatory environment, including that still
historically low interest rates continue to pressure interest
margins and statutory reserve adequacy.

Spectrum Brands is performing well. Fitch projects that Spectrum's
free cash flow should improve significantly in fiscal year 2017 due
to increased sales, greater cost-control efforts and higher margins
from the acquisition of Stanley Black & Decker, Inc.'s Hardware &
Home Improvement Group.

The Rating Watch Evolving status on FGL reflects near-term
uncertainty over the future ownership of FGL and the directional
impact of the ownership on the ratings. Fitch's ratings for FGL
also continue to reflect the company's relatively narrow product
focus and liability profile, strong balance sheet profile, and
improved operating performance.

HRG's 'BB-/RR2' senior secured debt rating reflects an expectation
of superior recoveries for these securities in the event of a
corporate default. Given the superior recovery prospects of the
senior secured notes, the ratings are notched up twice from HRG's
IDR.

HRG's 'B/RR4' senior unsecured debt rating reflects an expectation
of average recoveries for these securities in the event of a
corporate default. Given the average recovery prospects of the
senior unsecured notes, the ratings are equalized with HRG's IDR.

According to HRG's secured and unsecured notes indentures, if a
change of control occurs, the noteholders may require HRG to
repurchase all or a portion of its notes for cash at a price equal
to 101% of aggregate principal amount, plus any accrued and unpaid
interest to the date of repurchase.

RATING SENSITIVITIES - IDR and Senior Debt

Resolution of the Negative Watch will be dependent upon a
definitive agreement to sell FGL over the next six months,
resulting in expected interest coverage above 1.0x. If FGL does not
enter into a definitive sale agreement over this time period, Fitch
would envision downgrading HRG's IDR and senior debt ratings by one
or more notches.

Upon an announcement concerning the sale of FGL, Fitch would expect
to assign a Negative Rating Outlook to HRG reflecting continued
strategic uncertainty. As HRG itself explores strategic
alternatives, the following developments could result in revision
of the Outlook to Stable and/or potential long-term upward rating
momentum in HRG's IDR:

-- A sale to a higher rated entity;

-- Improvement in parent company interest coverage to or
approaching 2.5x on a sustained basis, parent company leverage
(carrying value basis) maintained below 1.0x and greater clarity
with respect to HRG's long-term strategic direction, organizational
structure and ownership framework.

The following drivers could result in a downgrade of HRG's IDR:

-- A sale to a lower-rated entity;
-- Sustained uncertainty with respect to HRG's strategic
    direction, organizational structure or ownership framework;
-- Declines in balance sheet liquidity;
-- Parent company leverage maintained at or above current levels;
-- A sustained reduction in interest coverage below 1.0x;
-- Deterioration in the operating performance of Spectrum Brands
    which results in a material decline in its value, dividend
    capacity and/or credit ratings.

Under a scenario where HRG sells its remaining investments, retires
outstanding debt and effectively winds down, Fitch would expect to
withdraw HRG's IDR and classify outstanding debt ratings as paid in
full.

The senior secured debt rating of 'BB-/RR2' is sensitive to
potential changes in the company's IDR. Furthermore, the secured
debt rating is sensitive to changes in the level of available asset
coverage.

The senior unsecured debt rating of 'B/RR4' is sensitive to
potential changes in the company's IDR. Furthermore, the unsecured
debt rating is sensitive to changes in the level of available asset
coverage.

Fitch has placed the following ratings on Rating Watch Negative:

HRG Group, Inc.
-- Long-term IDR 'B';
-- Senior secured notes 'BB-/RR2';
-- Senior unsecured notes 'B/RR4'.


HUDSON'S BAY CO: S&P Cuts CCR to 'B' on Weak Operating Performance
------------------------------------------------------------------
S&P Global Ratings said it lowered its long-term corporate credit
rating on Hudson's Bay Company (HBC) to 'B' from 'B+'.  The outlook
is stable.

At the same time, S&P Global Ratings lowered its issue-level rating
HBC's term loan B to 'BB-' from 'BB'.  The '1' recovery rating on
the debt is unchanged, indicating very high (90%-100%; rounded
estimate 95) recovery in default.

"We base the downgrade on HBC's weak operating performance in
fiscal 2016, ended Jan 28, 2017, and our expectation that operating
results will remain weak through 2017," said S&P Global Ratings
credit analyst Aniki Saha-Yannopoulos.

S&P had originally expected HBC's 2016 cash flow from operations
(adjusted for operating leases) to be about C$900 million but the
company generated about C$620 million--a 30% drop from S&P's
previous expectation given a marked slowdown in HBC's retail
operations that is not dissimilar to recent negative trends in the
global brick-and-mortar retail industry.

S&P's ratings reflect its view of HBC's weak business risk profile,
as evidenced by the persistently difficult profitability and
secular pressure from online channels that characterize the mature
department store sector.  However, the company's attractive banners
and locations and good geographic diversity provide some support to
the company's operations.  S&P's highly leveraged financial risk
profile reflects the company's high lease-adjusted debt leverage,
supported by good cash interest coverage and strong asset
coverage.

S&P's weak business risk profile incorporates HBC's exposure to the
slow organic growth and competitive conditions for department
stores in North America and Europe that have contributed to weak
and volatile profitability.  Somewhat benefitting the rating is
HBC's multiple banners and locations and its good geographic
diversity.  S&P believes weak operating trends in the department
store sector are a result of more than just cyclical headwinds,
they are also a reflection of secular change in consumer spending
habits. Consumers (especially millennials) have increasingly
shifted their purchases online, drawn by convenience, selection,
and price transparency.  Even though the company has various
operating and cost-cutting initiatives in place, S&P believes it
will be hard placed to improve margins in light of the secular
headwinds.

The stable outlook on HBC reflects S&P Global Ratings' view of the
company's fully adjusted debt leverage of about 8x and adjusted
EBITDA interest coverage of 2x through 2018.  S&P expects the
company to maintain these credit measures while executing new
strategies to maintain EBITDA levels and sufficient liquidity
through that time frame.

S&P could lower the ratings if EBITDA interest coverage weakens
below 1.5x, in which case the company might consider alternate
means, including sale of key assets, to shore up liquidity and
financial flexibility.  In such a scenario, S&P would expect
flat-to-negative comparable-store sales or declining.  S&P could
also lower the ratings if HBC's strong asset coverage weakens,
which S&P believes could only occur if the company monetizes real
estate with no offsetting reduction in reported debt leverage, for
example by distributing proceeds to shareholders or making
unsuccessful acquisitions.

S&P is unlikely to raise its ratings on HBC over the next year
given S&P's outlook for soft comparable-store sales and the time
the company would need to delever close to 7x.  S&P could also
raise the ratings if EBITDA interest coverage improves higher than
2.5x, which S&P estimates could occur if the company exhibits
growing organic EBITDA amid steady-to-positive comparable sales
growth.


ICEBOX MERGER: Moody's Assigns B3 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service assigned Icebox Merger Sub, Inc. (dba
"Diversitech") a B3 Corporate Family Rating and a B3-PD Probability
of Default Rating. In conjunction, Moody's rated the company's
proposed $375 million first lien credit facilities ($50 million
revolving credit facility and $325 million term loan) B2 and its
$120 million proposed second lien term loan Caa2. The rating
outlook is stable.

Proceeds from the proposed $325 million first lien term loan due
2024 and $120 million second lien term loan due 2025, along with an
equity contribution, will fund the acquisition of Diversitech by a
company controlled by Permira Funds. The proposed $50 million
revolving credit facility is anticipated to have $5 million drawn
at the close of the acquisition. At the close of the acquisition,
Icebox Merger Sub, Inc. will be merged into Diversitech Holdings,
Inc. which will become the borrower under the proposed first lien
credit facility and second lien credit facility.

The B3 Corporate Family Rating reflects Diversitech's very high
Moody's adjusted pro forma initial debt leverage of 7.4x at the
close of the transaction and aggressive growth strategy primarily
based on growing the top line via acquisitions given the fragmented
nature of the market and importance of scale. Moody's anticipates
most of its cash flow from operations will be used for
acquisitions, leaving little for excess cash flow sweep and
voluntary debt repayment. Thus, Diversitech's debt leverage will
decline gradually through EBITDA growth. For 2017, debt to EBITDA
will be slightly below 7x. Furthermore, the B3 Corporate Family
Rating is constrained by the company's small revenue base.

At the same time, the B3 Corporate Family Rating benefits from the
predictable revenue stream as 85% of the company's revenues are
tied to repair and replacement market of HVAC's and with the AC
penetration rate in the U.S. of around 87% there is constant repair
and replacement activity. Furthermore, the company benefits from
consumers retrofitting their homes with new and more efficient air
conditioning as well as adding new air conditioning units. In
addition, the B3 Corporate Family Rating is supported by Moody's
projected adjusted EBITA to interest expense of around 2x for 2017,
a good liquidity profile, and the company's strong foothold in the
consolidating market as it is in top three in most of its product
categories (number one in many).

Initially, the rating is assigned to Icebox Merger Sub, Inc. and
then to DiversiTech Holdings, Inc. upon closing.

The following ratings were assigned to Icebox Merger Sub, Inc.:

Corporate Family Rating, assigned B3;

Probability of Default Rating, assigned B3-PD;

$50 million first lien revolving credit facility due 2022,
assigned B2 (LGD3);

$325 million first lien term loan due 2024, assigned B2 (LGD3);

$120 million second lien term loan due 2025, assigned Caa2
(LGD5);

Outlook is stable.

Diversitech's liquidity profile is anticipated to be good over the
next twelve months. The liquidity profile is supported by projected
good cash flow from operations generation of around $19-$20 million
in 2017, modest CAPEX, as well as its proposed $50 million
revolving credit facility due 2022. The revolving credit facility
is anticipated to be free of financial maintenance covenants but
contain a springing first lien leverage covenant that is initially
set with 25-30% cushion.

The ratings could be downgraded if the company's EBITA to interest
expense falls below 1x, liquidity deteriorates, and the company is
unable to reduce debt leverage from current levels. In addition,
shareholder friendly activities, such as dividends, could
negatively impact the rating.

The ratings could be upgraded if the company's debt to EBITDA
declines and is sustained below 6x, the company's revenues continue
to expand, and EBITA to interest expense exceeds 2.5x. Furthermore,
for the company to be upgraded it has to a have good liquidity
profile.

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

Diversitech Holdings, Inc. is a manufacturer and a distributor of
HVAC and electrical products primarily operating in the U.S.


IGNITE RESTAURANT: Preparing to File for Bankruptcy
---------------------------------------------------
Lauren Coleman-Lochner and Jodi Xu Klein, writing for Bloomberg
News, reported that Ignite Restaurant Group Inc., operator of the
Joe's Crab Shack and Brick House Tavern restaurant chains, is
preparing to file for bankruptcy.

According to the report, Ignite could file as soon as next week,
the people, who asked not to be identified because the process
isn't public, said.  In early April, the company announced it was
pursuing options including a possible sale with financial adviser
Piper Jaffray Cos., the report related.  Both strategic and private
equity buyers are considering purchasing the company out of
bankruptcy, the report added, citing one of the people.

The Troubled Company Reporter, on April 20, 2017, reported that
Ignite Restaurant filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, disclosing a net loss of
$44.36 million on $450.28 million of revenues for the fiscal year
ended January 2, 2017, compared to a net loss of $46.36 million on
$492.04 million of revenues for the fiscal year ended December 28,
2015.

The audit report of Deloitte and Touche LLP states that the
Company's expectation that they will likely not meet the financial
covenant ratios set forth in their 2014 Credit Agreement during
fiscal 2017 will result in the Company's debt becoming due upon
demand.  The uncertainty associated with the Company's ability to
repay its outstanding debt obligations as they become due raises
substantial doubt about its ability to continue as a going
concern.

The dining sector has been facing drops in customer traffic, and
Ignite reported declining sales in the most recent quarter, with
comparable-restaurant revenue falling by 6.8 percent, the report
related.  The company's debt totals about $121 million, including
$112 million on a term loan set to mature in 2019, the report
further related, citing data compiled by Bloomberg.  Chief
Executive Officer Robert S. Merritt resigned in April, the report
said.

                    About Ignite Restaurant

Based in Houston, Texas, Ignite Restaurant Group, Inc., operates a
portfolio of two restaurant brands, Joe's Crab Shack (Joe's) and
Brick House Tavern + Tap (Brick House).  The Company manages its
restaurant brands, Joe's and Brick House, as operating segments.
Joe's and Brick House operate in a set of markets across the
United
States.  As of January 2, 2017, the Company operated 112 Joe's and
25 Brick House restaurants in 32 states and franchised three Joe's
restaurants in Dubai, U.A.E.

The Company's balance sheet at January 2, 2017, showed total
assets
of $148.42 million, total liabilities of $184.86 million, and a
stockholders' deficit of $36.44 million.


INTREPID POTASH: Incurs $13.7 Million Net Loss in First Quarter
---------------------------------------------------------------
Intrepid Potash, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $13.67 million on $48.33 million of sales for the three months
ended March 31, 2017, compared to a net loss of $18.42 million on
$73.27 million of sales for the same period during the prior year.

As of March 31, 2017, Intrepid had $539.08 million in total assets,
$131.04 million in total liabilities and $408.04 million in total
stockholders' equity.

"Our transition to lower-cost solar potash production and Trio-only
production at our East facility is beginning to show the promise we
envisioned last year," said Bob Jornayvaz, Intrepid's executive
chairman, president and CEO.  "Solar-only potash production
improved our potash margins, and Trio sales volumes reflected our
work to expand our presence in the international market.  We
continue to make progress in our water marketing and expect water
sales to provide meaningful cash flow as the year continues."

Jornayvaz continued, "The success of our public equity offering has
put Intrepid in a stronger financial position and we have completed
our review of strategic alternatives.  We are now focused on
optimizing our operations, diversifying our income through
increased by-product and water sales, and improving our overall
cost profile as we work through challenges in the international
Trio market."

Potash production decreased 45% compared to the first quarter of
2016, primarily as a result of the elimination of high-cost
production from Intrepid's underground West and East facilities.
Intrepid expects to produce potash from its solar solution mines
until midway through the second quarter, at which time those
facilities will begin the summer evaporation period that typically
extends to mid-August.  Due primarily to the reduced production
profile, sales volumes decreased 54% compared to the first quarter
of 2016.  Average potash net realized sales price per ton increased
11% compared to the first quarter of 2016, as reduced volumes
enabled Intrepid to focus its sales into higher margin locations
and markets.

During the first quarter of 2017, the potash segment generated a
gross margin of $2.3 million, a $14.3 million increase compared to
the year-ago comparable period.  This increase was a result of no
lower-of-cost-or-market adjustments in the first quarter of 2017,
the improved cost profile of solar-only production, and an increase
in average net realized sales price per ton.

Trio production increased 61% compared to the first quarter of 2016
as a result of the transition to Trio-only production at Intrepid's
East facility.  Trio sales volumes increased 52% compared to the
first quarter of 2016, primarily as a result of the increase in
international sales.  Average net realized sales price per ton
declined 36% compared with the same period in 2016, due to domestic
price decreases announced in the second half of 2016 and an
increase in international sales, which had lower average net
realized sales prices.

The Trio segment generated a gross deficit in the quarter, driven
by a lower average net realized sale price per ton and
lower-of-cost-or-market adjustments totaling $3.8 million.
Intrepid plans to continue its practice of matching production to
expected sales.

Cash and cash equivalents were $20.8 million at the end of the
first quarter of 2017, up from $4.5 million as of Dec. 31, 2016.
During the first quarter, Intrepid repaid $46.0 million in
outstanding senior note principal utilizing proceeds from its
equity offering and an asset sale.  As of March 31, 2017, Intrepid
had $89.0 million of senior notes outstanding and $25.5 million
available for borrowing under its asset-backed credit facility.

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

                    https://is.gd/GxMuzW

                    About Intrepid Potash

Intrepid Potash -- http://www.intrepidpotash.com/-- is the only
U.S. producer of muriate of potash and supplied approximately 9% of
the country's annual consumption in 2015.  Potash is applied as an
essential nutrient for healthy crop development, utilized in
several industrial applications and used as an ingredient in animal
feed.  Intrepid also produces a specialty fertilizer, Trio(R),
which delivers three key nutrients, potassium, magnesium, and
sulfate, in a single particle.

Intrepid serves diverse customers in markets where a logistical
advantage exists; and is a leader in the utilization of solar
evaporation production, one of the lowest cost, environmentally
friendly production methods for potash.  After the idling of its
West mine in July 2016, Intrepid's production will come from three
solar solution potash facilities and one conventional underground
Trio(R) mine.

Intrepid reported a net loss of $66.63 million on $210.9 million of
sales for the year ended Dec. 31, 2016, compared to a net loss of
$524.8 million on $287.2 million of sales for the year ended Dec.
31, 2015.


ION GEOPHYSICAL: Terminates ATM Program with Evercore
-----------------------------------------------------
ION Geophysical Corporation announced that its board of directors
has authorized the Company to terminate, effective immediately, the
Distribution Agreement with Evercore Group L.L.C. providing for the
Company's "at-the-market" equity offering program.  The Agreement
allowed the Company under the ATM Program to issue and sell, from
time to time, through the Agent, shares of the Company's common
stock, par value $0.01 per share, having an aggregate gross sales
price of up to $20,000,000.  No Shares were sold under the ATM
Program and the Company has no further obligations thereunder.

"The intent behind our 'at-the-market' offering was to put a
program in place to give us the ability to be opportunistic if
opportunities that require additional capital present themselves.
Unfortunately it was not well received by the markets as our short
interest increased 50%.  Given the pricing pressure on the stock,
we do not feel it's in the best interests of ION's shareholders to
continue the program," stated Brian Hanson, ION's president and
chief executive officer.  "As a result, we are terminating the
program."

                     About ION Geophysical

Headquartered in Delaware, ION Geophysical is a global,
technology-focused company that provides geoscience technology,
services and solutions to the global oil and gas industry.  The
Company's offerings are designed to allow oil and gas exploration
and production companies to obtain higher resolution images of the
Earth's subsurface during E&P operations to reduce their risk in
exploration and reservoir development.

ION Geophysical reported a net loss attributable to the Company of
$65.14 million in 2016, a net loss attributable to the Company of
$25.12 million in 2015 and a net loss attributable to the Company
of $128.25 million in 2014.  As of Dec. 31, 2016, ION Geophysical
had $313.21 million in total assets, $259.81 million in total
liabilities and $53.39 million in total equity.

                           *    *     *

As reported by the TCR on Oct. 10, 2016, S&P Global Ratings raised
the corporate credit rating on ION Geophysical Corp. to 'CCC+' from
'SD'.  The rating action follows ION's partial exchange of its
8.125% notes maturing in 2018 for new 9.125% second-lien notes
maturing in 2021.

In May 2016, Moody's Investors Service affirmed ION Geophysical's
'Caa2' Corporate Family Rating, and affirmed and appended its
Probability of Default Rating (PDR) at 'Caa2-PD/LD'.


JEWELRY BY JENNIFER: Unsecureds to Get Monthly Payment of $300
--------------------------------------------------------------
Unsecured creditors will receive a monthly payment of $300 over
five years under a Chapter 11 plan of reorganization proposed by
Jewelry by Jennifer LLC and its owner.

Under the plan, holders of Class 4 general unsecured claims against
the company, and Class 5 general unsecured claim against its owner
Jennifer Keating will be paid $300 a month over 60 months once
their claims are allowed.

Payments will be made on the first day of the month following the
effective date of the plan and will continue on the first day of
each month thereafter until paid.

Classes 4 and 5 are impaired and general unsecured creditors are
entitled to vote to accept or reject the plan.  The estimated
amount of Class 4 claims is $70,077.40 while the estimated amount
of Class 5 claim is $215,937.74.

Funding for the plan will come from business operations and income
of the company and its owner, according to their disclosure
statement filed on April 26 with the U.S. Bankruptcy Court for the
Northern District of Texas.

A copy of the disclosure statement is available for free at
https://is.gd/Hj7TmU

                    About Jewelry by Jennifer

Jewelry by Jennifer, LLC operates a jewelry retail store and
website at a rented space located at 4152 Cole Ave., Dallas, Texas.
Jennifer Keating owns 100% of Jennifer by Jewelry.

Jewelry by Jennifer filed a Chapter 11 bankruptcy petition (Bankr.
N.D. Tex. Case No. 16-34238) on October 31, 2016, disclosing assets
and liabilities of less than $500,000.  The petition was signed by
Ms. Keating.  

On January 31, 2017, Ms. Keating sought protection under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-30353).  The
cases are jointly administered under Case No. 16-34238.

Jewelry by Jennifer is represented by Joyce W. Lindauer Attorney,
PLLC.


JOHN SANDERS: Brookses Buying Las Vegas Property for $560K
----------------------------------------------------------
John J. Sanders and Chrissie Coon-Sanders ask the U.S. Bankruptcy
Court for the District of Nevada to authorize the sale of real
property in Las Vegas, Nevada, to Richard P. and Grachelle G.
Brooks or $560,000.

A major asset of the Debtors is the property known as 7150 Everly
Court, Las Vegas, Nevada.  It has a value of the purchase price of
$560,000.  As indicated by a Preliminary Title Report, the mortgage
holder on the Property is PennyMac Loan Services, LLC which holds
the rights to a note and first deed of trust which encumbers the
Property in the total claim amount of $507,180.  The other
encumbrance on the Property, also noted in the Preliminary Title
Report, is for property taxes owed to the Clark County Treasurer in
the amount of $4,407.

The Debtors propose to sell the Property to the Buyers, a married
couple that are not insiders of the Debtors.  The terms of the
purchase agreement are standard terms.

The salient terms of the Purchase Agreement are:

    a. Assets to Be Purchased:  The Buyers have agreed to purchase
the Property and all of Debtors' rights and interests related
thereto, free and clear of all interest related thereto.

    b. Purchase Price: $560,000

    c. Closing: The Purchase Agreement provides for a closing date
that has been, or can be, extended a reasonably short time period.

    d. Treatment of Proceeds: The Debtors, upon the confirmation of
a plan of reorganization or, if the Court allows and determines as
more appropriate, the closing of the sale, proposes disbursements
that are consistent with the Preliminary Title Report, with
possible minor adjustments of monies to PennyMac.

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

          http://bankrupt.com/misc/JOHN_SANDERS_58_Sales.pdf

In the present matter, a sound business justification exists for
the sale of the Property.  The Debtors propose to satisfy one
creditor completely.  The Buyers have made the highest and best
offer to purchase the Property.  The Debtors propose that the Court
either (i) allow distribution to all lienholders, encumbrancers,
and costs relating to the sale, with surplus proceeds going to the
Debtor, before the plan is confirmed; or (ii) allow the sale to
proceed but with liens attaching to the proceeds with the final
distribution to be accomplished as part of the plan of
reorganization.

The Debtors ask the Court to approve the sale of Property to the
Buyers free and clear of liens and encumbrances with the lien to
attach to the proceeds with final distribution to be made pursuant
to a plan of reorganization.

The Debtors ask that any Order approving the free and clear sale of
the Property become effective immediately upon its entry.  Because
all parties consent to the sale and because the sale may be lost if
not quickly closed, good cause exists for the Court to waive the
14-day stay period under Bankruptcy Rule 6004(h).

John J. Sanders sought Chapter 11 protection (Bankr. D. Nev. Case
No. 16-11071) on March 2, 2016.

Counsel for the Debtors:

          David A. Riggi, Esq.
          5550 Painted Mirage Rd., Suite 120
          Las Vegas, NV 89149
          Telephone: (702) 463-7777
          Facsimile: (888) 306-7157
          E-mail: RiggiLaw@gmail.com


JONESBORO HOSPITALITY: Has Final OK To Use Cash Collateral
----------------------------------------------------------
The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas has granted Jonesboro Hospitality, LLC,
authorization to use cash collateral on a final basis.

A copy of the final court order and budget is available at:

          http://bankrupt.com/misc/txeb17-40311-51.pdf

As reported by the Troubled Company Reporter on March 30, 2017, the
Debtor sought permission to use the cash collateral of Ciena
Capital, LLC.  The Debtor intends to rearrange its affairs and
needs to continue to operate in order to pay its ongoing expenses,
generate additional income and to propose a plan in this case.

A need exists for the Debtor to use cash collateral in order to
continue the operation of its business.  Without the use of cash
collateral the Debtor will not be able to pay its direct operating
expenses and obtain goods and services needed to carry on its
business during this sensitive period in a manner that will avoid
harm to the Debtor's estate.  At this time, the Debtor's ability to
use Cash Collateral is vital to the confidence of the Debtor's
employees, vendors and suppliers of the goods and services, to the
customers and to the preservation and maintenance of the going
concern value of the Debtor's estate.

Secured creditors Ciena Capital and the Internal Revenue Service
may claim that substantially all of the Debtor's assets are subject
to the prepetition liens of the Secured Creditors.

The Debtor is authorized to collect and receive all cash funds.
The Debtor will account each month to the Secured Creditors for all
cash collateral.

As adequate protection for the diminution in value of the interests
of the Secured Creditors, the Secured Creditors are granted
replacement liens and security interests, coextensive with their
pre-petition liens.

As adequate protection, the Debtor will pay to Ciena Capital on the
5th day of the month the amount of $5,000.

Commencing on May 5, 2017, the Debtor will pay the IRS $1,500 per
month as adequate protection for its secured claim.  The payment
will continue each month until (i) termination of this Order by its
terms; (ii) further order of this Court; or (iii) confirmation of
any plan of reorganization in this proceeding.  

                  About Jonesboro Hospitality

Jonesboro Hospitality, LLC dba FairBridge Inn & Suites sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.
Texas Case No. 17-40311) on Feb. 15, 2017.  The petition was signed
by Payal Nanda, principal.  The case is assigned to Judge Brenda T.
Rhoades.  At the time of the filing, the Debtor estimated its
assets and liabilities at $1 million to $10 million.

The Debtor is represented by Joyce W. Lindauer, Esq., Sarah M. Cox,
Esq., Jamie N. Kirk, Esq. and Jeffery M. Veteto, Esq. at Joyce W.
Lindauer Attorney, PLLC.

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

The Debtor has previously filed a prior Chapter 11 case in the
Northern District of Texas, Dallas Division, Case No. 13-34324. The
Debtor confirmed a plan of reorganization in its prior case on May
30, 2014.


LANDMARK HOSPITALITY: Plan Confirmation Hearing Moved to Aug. 2
---------------------------------------------------------------
The Hon. Brenda Moody Whinery of the U.S. Bankruptcy Court for the
District of Arizona has entered an amended order approving Landmark
Hospitality, LLC's second amended disclosure statement referring to
the Debtor's Chapter 11 plan.

The hearing to consider the confirmation of the Plan will be held
on Aug. 2, 2017, at 10:00 a.m.

As reported by the Troubled Company Reporter on Feb. 21, 2017, the
Court approved the Debtor's second amended disclosure statement for
its second amended plan of reorganization, dated Jan. 27, 2017,
which would pay unsecured creditors 15% of their allowed claims.
The Court previously set the confirmation hearing for May 24, 2017,
at 10:00 a.m.

                   About Landmark Hospitality

Landmark Hospitality, LLC, sought protection under Chapter 11 of
the Bankruptcy Code in the U.S. Bankruptcy Court for the District
of Arizona (Tucson) (Case No. 16-02826) on March 21, 2016.

The petition was signed by Jyotindra Patel, member.  The case is
assigned to Judge Brenda Moody Whinery.

The Debtor is represented by Eric Slocum Sparks, Esq., at Eric
Slocum Sparks PC.

The Debtor disclosed total assets of $2.78 million and total debts
of $3.75 million.


LBI MEDIA: Moody's Assigns LD Designation to 'Caa2' PDR
-------------------------------------------------------
Moody's Investors Service assigned a limited default (LD)
designation to LBI Media, Inc.'s Caa2 Probability of Default Rating
(PDR), while concurrently affirming it resulting in a change to
Caa2-PD/LD from Caa2-PD. This action follows LBI Media Holdings,
Inc. entry into a forbearance agreement on 80% of its $29 million
outstanding notes due April 30, 2017 (unrated), exchanging the 2017
maturing notes for new senior unsecured securities due April 30th,
2022, issued by LBI Media Intermediate Holdings, Inc., a newly
formed subsidiary of LBI Media Holdings, Inc (unrated), and the
parent of LBI Media, Inc. (Caa2, negative). Moody's assessed the
transaction was a distressed exchange (DE) default due to the
extension of the maturity date beyond its initial terms and change
of interest payment terms. In addition, the remaining 20% of $29
million outstanding notes due April 30th, 2017 remain in default
due to non-payment at maturity. There is no cross default
provisions between LBI Media, Inc. debt and either LBI Media
Holdings, Inc. or LBI Media Intermediate Holdings, Inc.

Concurrently, Moody's affirmed LBI Media, Inc.'s Caa2 Corporate
Family Rating (CFR), B3 rating on 10% Senior Secured Notes due
2019, and Caa3 rating on 11.5%/13.5% PIK Toggle 2nd Priority
Subordinated Notes due 2020. The rating outlook remains negative.

Affirmations:

Probability of Default Rating: Affirmed Caa2-PD/LD (/LD appended)

Corporate Family Rating: Affirmed Caa2

10% Senior Secured Notes due 2019: Affirmed B3, LGD2

11.5%/13.5% PIK Toggle 2nd Priority Subordinated Notes due 2020:
affirmed Caa3, LGD5

Outlook:

Outlook, Negative

RATINGS RATIONALE

LBI Media Holdings, Inc. entered into a forbearance agreement on
80% of its $29 million outstanding notes due April 30th, 2017,
exchanging the 2017 maturing notes for new senior unsecured
securities due April 30th, 2022, issued by LBI Media Intermediate
Holdings, Inc. ("NewCo"), a newly formed subsidiary of LBI Media
Holdings, Inc (unrated), and the parent of LBI Media, Inc. (Caa2,
negative). Moody's assessed the transaction as comprising a
distressed exchange (DE) default due in part, to the extension of
the maturity date beyond its initial terms and change of interest
payment terms. In addition, the remaining 20% of $29 million
outstanding notes due April 30th, 2017 remain in default due to
non-payment at maturity. While there are no cross default
provisions between the debts of the two entities, the default on
LBI Media Holdings debt results in an elevated risk of further
restructuring and debt impairment at LBI Media, Inc., and resulting
in Moody's appending "/LD" designation to the probability of
default rating indicating limited default. The "/LD" designation
will be removed upon resolution of the default of remaining 20% of
the April 30th, 2017 maturing notes.

Management highlighted that they have been working with LBI Media
Holdings, Inc. debt-holders to restructure the defaulted debt and
so far, LBI Media Holdings, Inc. has not filed for bankruptcy
protection. Management has engaged financial advisors to continue
reviewing its capital structure alternatives in addressing
subsequent maturities at LBI Media, Inc., with the first occurring
in 2018. In addition, LBI Media, Inc. participated in the FCC
auction, with expected net proceeds of $92.3 million to be received
in the third quarter of 2017. However, the company has not
indicated its planned use of FCC auction proceeds.

LBI Media Caa2 rating reflects unsustainable leverage with
heightened near-term risk of corporate restructuring. Liquidity is
poor with only $3.5 million in cash on the balance sheet as of
December 31, 2016, and negative free cash flow generation over the
past 12 months. Moody's expects liquidity to remain challenged
until FCC auction proceeds are received.

If the company files for bankruptcy protection or performs an out
of court restructuring, the PDR will be downgraded to D-PD.

A ratings upgrade is unlikely unless the debt is reduced
significantly to result in an improved capital structure with
adequate liquidity.

The principal methodology used in these ratings was Global
Broadcast and Advertising Related Industries published in February
2017.

Headquartered in Burbank, CA, LBI Media, Inc. ("LBI Media")
operates Spanish-language broadcasting properties including 16
radio stations (13 FM and 3 AM generating roughly 40% of FY 2016
reported revenue and 90% of EBITDA) and 10 television stations plus
the EstrellaTV Network (approximately 60% of FY 2016 reported
revenue and 10% EBITDA contribution). EstrellaTV is a
Spanish-language television broadcast network that was launched in
2009. Through EstrellaTV, the company is affiliated with television
stations in 47 DMAs comprising 78% of U.S. Hispanic television
households. Jose Liberman founded the company in 1987, together
with his son, Lenard Liberman. Shareholders include Lenard
Liberman, Oaktree Capital, and Tinicum Capital. The dual class
equity structure provides Lenard Liberman with 94% (undiluted) of
voting control. Revenues for FY 2016 were $132 million.


LEHMAN BROTHERS: 2nd Circuit Upholds Dismissal of Worker Stock Suit
-------------------------------------------------------------------
Rick Archer, writing for Bankruptcy Law360, reports that the Second
Circuit upheld a finding by the U.S. Bankruptcy Court for the
Southern District of New York that the restricted stock units the
100 former Lehman Brothers employees received in compensation met
the legal definition of securities.  According to Law360, the
Second Circuit told the former workers that their restricted stock
units are securities and not salary, and they have no preferred
claim to the $200 million they say they're owed by the Debtor.  The
employees must get in line with the other equity holders for
compensation, Law360 states.  

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the

fourth largest investment bank in the United States.  For more than
150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: 2nd Circuit Upholds Dismissal of Worker Stock Suit
-------------------------------------------------------------------
Rick Archer, writing for Bankruptcy Law360, reports that the Second
Circuit upheld a finding by the U.S. Bankruptcy Court for the
Southern District of New York that the restricted stock units the
100 former Lehman Brothers employees received in compensation met
the legal definition of securities.  According to Law360, the
Second Circuit told the former workers that their restricted stock
units are securities and not salary, and they have no preferred
claim to the $200 million they say they're owed by the Debtor.  The
employees must get in line with the other equity holders for
compensation, Law360 states.  

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the

fourth largest investment bank in the United States.  For more than
150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

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

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

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

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

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

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

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

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


LEVEL ACRES: Has Court's Final Nod to Use Cash Collateral
---------------------------------------------------------
The Hon. Carl L. Bucki of the U.S. Bankruptcy Court for the Western
District of New York has entered a final order authorizing Level
Acres, LLC's cash collateral use.

The Court approved the cash collateral stipulation dated March 23,
2017, between the Debtor and the comptroller of the State of New
York, as Trustee of the New York State Common Retirement Fund, by
its servicer, The Community Preservation Corporation.

As reported by the Troubled Company Reporter on April 5, 2017, the
Debtor asked the Court to authorize the use of cash collateral of
secured creditor to maintain operations.  Prior to the filing of
the Debtor's Chapter 11 Petition, the Debtor obtained financing
from the Comptroller of the State of New York, as Trustee of the
New York State Common Retirement Fund, serviced by The Community
Preservation Corp., in the approximate amount of $2,161,939.
Subsequent to the filing of the Debtor's Chapter 11 petition, the
Debtor and the Secured Creditor worked out a Stipulation to govern
the Debtor's use of cash collateral in the case.

                    About Level Acres LLC

Based in Wellsville, New York, Level Acres LLC is engaged in
business as a camp resort and trailer park.

Level Acres sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D.N.Y. Case No. 17-10333) on Feb. 24, 2017.  The
petition was signed by Kevin P. Clark, sole member.  The case is
assigned to Judge Carl L. Bucki.

At the time of the filing, the Debtor disclosed $939,000 in assets
and $2.67 million in liabilities.

The Debtor initially filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 16-10964) on May 13, 2016.  The case was dismissed on
Oct. 26, 2016.


LEWISTON SHOPPING: Hires Richard Pastor as Bookkeeper
-----------------------------------------------------
Greater Lewistown Shopping Plaza LP seeks authorization from the US
Bankruptcy Court for the Middle District of Pennsylvania to employ
Richard Pastor as bookkeeper.

Mr. Pastor will not be paid by the Debtor. He is paid by Moraitis
Properties, which is owned by the same individual that owns the
Debtor. He is paid a total salary of $57,000 per year.

Richard Pastor attests that he does not have an interest materially
adverse to the interest of the estate or any class of creditors or
equity security holders by reason of any direct or indirect
relationship to, connection with or interest in the Debtor or for
any other reason.

                          About Greater Lewistown Shopping Plaza

Greater Lewistown Shopping Plaza LP sought protection under Chapter
11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 17-00693) on
Feb. 23, 2017.  The petition was signed by Nicholas J Moraitis,
president, NJM Lewistown Properties, Inc., sole general partner of
Greater Lewistown Shopping Plaza, L.P.  The case is assigned to
Judge Robert N Opel II.  At the time of the filing, the Debtor
estimated assets and liabilities of $10 million to $50 million
each.  The Debtor is represented by Gary J Imblum, Esq., at Imblum
Law Offices, P.C.


MACK INDUSTRIES: Wants to Use Amalgamated Bank's Cash Collateral
----------------------------------------------------------------
Mack Industries, LTD, asks the U.S. Bankruptcy Court for the
Northern District of Illinois for permission to use cash
collateral.

Amalgamated Bank of Chicago has a claim against the Debtor under
five separate revolving lines of credit which, as of the Petition
Date, were in the aggregate principal amount of $5,134,923.

Each loan is secured by recorded mortgages and assignments of
leases and rents upon two or more individual residences or
condominium units.  

The Debtor has asked ABOC for permission to sell the Residences and
use part of the cash proceeds generated by those sales to pay costs
of administration.
The Debtor has offered to adequately protect the Bank's claim, in
the following form, among others:

     a. the Debtor, on an interim basis, solely for itself, and
        after a final hearing on the Motion, for itself and the
        estate, stipulates and agrees that the liens which secure
        each of the Loans are valid and perfected and, with the
        sole exception of the liens which secure the Residences
        which secure the Loan ending in -0301, are first priority
        liens upon the real estate, leases and rents of those
        Residences identified in Exhibit A to this Motion;

     b. the Debtor, on an interim basis, solely for itself, after  
      
        a final hearing on the Motion, for itself and the estate,
        stipulates and agrees that the liens which secure the Loan

        ending in -0301 are second priority liens upon the real
        estate, leases and rents of those Residences identified in

        Exhibit A to this Motion;

     c. unless ABOC agrees otherwise in writing, the Debtor will
        segregate any and all rents which are generated by the
        Residences, and promptly upon receipt thereof, the Debtor
        will turnover any such rents to ABOC;

     d. the Debtor will purchase and maintain in force insurance
        on each of the Residences of the type and coverage which
        are reasonably acceptable to ABOC, under policies of
        insurance which name ABOC as a loss payee for each
        property, and will provide proof of such insurance
        coverage to ABOC in a form which is reasonably
        satisfactory to ABOC;

     e. the Debtor will maintain each of the Residences and
        maintain utility service for all properties;

     f. the Debtor will represent to the Court that prior to the
        Petition Date, the Debtor purchased and later resold
        properties like the Residences in the ordinary course of
        its business;

     g. the Court, based on the Debtor's representations and other

        appropriate proof, will find that the Debtor, consistent
        with the provisions of 11 U.S.C. Section 1108, may
        continue to sell the Residences in the ordinary course of
        its business;

     h. from each Sale, ABOC will receive an amount equal to (i)
        100% of the principal amount due on the Loan which is
        secured by the Residence to be sold (unless ABOC agrees in

        writing to accept a lesser sum at closing); (ii) interest
        which has accrued on the Loan which is secured by the
        Residence which is to be sold; and (iii) an amount equal
        to the allowed amount of any allowance made to ABOC under
        11 U.S.C. Section 506(b) for fees, expenses and costs
        (including professional fees and costs) which are due to
        the Bank under the terms of the agreements which evidence
        the Loans;

     i. ABOC will apply rents and sale proceeds of the Residences
        which it may receive from the Debtor first to the
        principal amount of the Loan secured by the Residence
        which is sold (or which generated the rents), and then to
        interest on that Loan, and then to other amounts allowable

        to ABOC with respect to that Loan under 11 U.S.C. Section
        506(b).  This paragraph will apply to any rents or
        proceeds of sale which ABOC has, from and after the
        Petition Date, has received from the Debtor;

     j. parties-in-interest will have 90 days from the entry date
        of the interim court order on the Motion to object to the
        validity, priority and extent of the Bank's claim and the
        liens which secure that claim, and absent such timely
        objections, the principal amount of the Bank's claim will
        be allowed in the stipulated amount as of the commencement
        day of the case (subject to reduction for proceeds
        received), and ABOC's liens on the Residences which secure

        each of the Loans except for the Loan ending in -0301 will

        be deemed valid, first priority and fully enforceable (and

        the liens which secure the loan ending in -0301 will be
        deemed a valid, second priority and fully enforceable lien

        upon the Residences which secure that Loan;

     k. as adequate protection for any diminution in the value of
        the collateral which secures ABOC's claim which results
        from the Debtor's use thereof after the Petition Date, and

        solely to the extent of any Diminution, ABOC will have a
        valid, perfected, and enforceable replacement lien and
        security interest in (i) all assets of the Debtor existing

        on or after the Petition Date of any kind or nature
        whatsoever within the meaning of Section 541 of the
        Bankruptcy Code, whether acquired or arising prepetition
        or postpetition, together with all proceeds, rents,
        products, and profits thereof.  The Replacement Lien
        granted to ABOC will be junior to all existing liens on
        the Supplemental Collateral.  Notwithstanding any other
        provision hereof, no Diminution will occur or be deemed to

        occur as a result of a use of cash collateral which pays
        or satisfies (a) any lien on the collateral which is
        senior to the Lien, including without limitation liens for

        general taxes due to Illinois counties; and (b) the
        payment of the statutory fees of the U.S. Trustee pursuant

        to 28 U.S.C. Section 1930 and the fees of the Clerk of
        the Court.

     l. the approval of the adequate protection offer by the Court

        will be sufficient and conclusive evidence of the
        validity, extent, enforceability, and perfection of the
        Replacement Lien granted to ABOC, whether or not ABOC
        elects to file or record financing statements or any other

        documents that may otherwise be required under federal or
        state law in any jurisdiction, or to take other steps as
        may otherwise be required to obtain, evidence, or perfect
        liens under applicable law; provided, however, that upon
        the request of ABOC, the Debtor will execute other
        documents as may be reasonably requested to evidence and
        perfect liens; that ABOC may, in its sole discretion, but
        will not be required to, file a certified copy of the
        final court order which approves the Motion in any filing
        or recording office in any jurisdiction in which the
        Debtor has real or personal property; that the Debtor is
        authorized and directed to execute, or cause to be
        executed, all financing statements or other documents upon

        ABOC's reasonable request; and that filing or recording
        will be accepted and will constitute further evidence
        of perfection of ABOC's liens and security interests.  No
        obligation, payment, transfer, or grant of security under
        the interim or final orders which approve the Motion       

        (other than by court order in an appeal from the Interim
        Order), will be restrained, voidable, avoidable, or
        recoverable under the Bankruptcy Code or under any
        otherwise applicable state law, or subject to any defense,

        reduction, setoff, recoupment, or counterclaim; and

     m. As additional adequate protection of ABOC's security
        interests in the Residences and their proceeds, the Debtor

        will allow ABOC and its professionals and designees
        reasonable access, during normal business hours and on not

        less than 24 hours' notice, to the premises of the Debtor
        in order to conduct appraisals, analyses, and audits of
        the Residences and the Debtor's accounts and records
        concerning the Residences, and will otherwise reasonably
        cooperate in providing any other financial information
        reasonably requested by ABOC for this purpose.  The Debtor
        will provide to ABOC such other reports and information as

        the Bond Trustee may reasonably request from time to time.

A copy of the Motion is available at:

          http://bankrupt.com/misc/ilnb17-09308-31.pdf

                     About Mack Industries

Headquartered in Tinley Park, Illinois, Mack Industries, LTD --
http://www.mackcompanies.com/-- provides real estate management
services.  The Company owns, develops, constructs, leases, and
manages real estate properties.  MACK serves customers in the State
of Illinois.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 17-09308) on March 24, 2017, estimating its assets at
between $1 million and $10 million and liabilities at between $10
million and $50 million.

Judge Carol A. Doyle presides over the case.

Eric G Zelazny, Esq., at the Law Offices Of Eric G. Zelazny serves
as the Debtor's bankruptcy counsel.


MEMORIAL PRODUCTION: Davis Polk Advises Noteholders in Ch. 11
-------------------------------------------------------------
Davis Polk advised an ad hoc group of holders of the senior
unsecured notes of Memorial Production Partners LP (the
"Partnership") in connection with the successful chapter 11
restructuring of the Partnership and certain of its subsidiaries
(collectively with the Partnership, "MEMP").  On April 14, 2017,
MEMP's plan of reorganization, which Davis Polk played a leading
role in structuring and negotiating, was confirmed by the
Bankruptcy Court for the Southern District of Texas.  The confirmed
Plan became effective on May 4, 2017, with MEMP's emergence from
bankruptcy; the Partnership emerged as a new corporation under the
name Amplify Energy Corp.  Amplify Energy emerged with more than
$1.3 billion of the Partnership's debt eliminated from its balance
sheet and significantly enhanced financial flexibility.  Upon
emergence the members of the ad hoc group now own a majority of the
outstanding equity of Amplify Energy.

Prior to MEMP's January 16, 2017, bankruptcy filing, Davis Polk
represented the ad hoc group in negotiating a Plan Support
Agreement with MEMP and MEMP's revolving credit facility lenders.
The Plan was ultimately confirmed following litigation, and
ultimately settlement with, a significant objecting shareholder.
Under the Plan, the senior unsecured noteholders will receive (i)
98% of the equity of Amplify Energy (subject to dilution by
five-year 8% warrants struck at par plus accrued interest being
provided to unit holders and a management incentive plan) and (ii)
a pro rata share of an additional cash payment of approximately $25
million.  Members of the ad hoc group include Brigade Capital
Management LP, Citadel LLC, Fir Tree Partners, Trust Asset
Management LLC and York Capital Management Global Advisors, LLC.

Amplify Energy is engaged in the acquisition, production and
development of oil and natural gas properties in the United States
and is headquartered in Houston, Texas.  Amplify Energy is moving
forward as a corporation for U.S. federal income tax purposes.

The Davis Polk insolvency and restructuring team included partner
Brian M. Resnick and associates Angela M. Libby and Erik Jerrard.
The corporate team included partner Kirtee Kapoor and associate
Jeffrey C. Lau.  The credit team included partner Lawrence E.
Wieman and associate Vivian Y. Wong.  The capital markets team
included partner Derek Dostal.  The tax team included partner
Kathleen L. Ferrell.  The executive compensation team included
counsel Ron M. Aizen.  Members of the Davis Polk team are based in
the New York and Menlo Park offices.

Davis Polk refers to Davis Polk & Wardwell LLP, a New York limited
liability partnership, and its associated entities.

              About Memorial Production Partners LP

Memorial Production Partners LP -- http://www.memorialpp.com/-- is
a publicly traded partnership engaged in the acquisition,
production and development of oil and natural gas properties in the
United States. MEMP's properties consist of mature, legacy oil and
natural gas fields. MEMP is headquartered in Houston, Texas.

Memorial Production Partners LP, Memorial Production Finance
Corporation and their debtor-affiliates filed a Chapter 11 petition
(Bankr. S.D. Tex. Lead Case No. 17-30262) on January 16, 2017.  The
cases are assigned before the Hon. Marvin Isgur.

The Debtors are represented by Alfredo R. Perez, Esq., at Weil,
Gotshal & Manges LLP, in Houston, Texas; and Gary T. Holtzer, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, New
York.  The Debtors' financial advisor is Perella Weinberg Partners
LP.  The Debtors' Restructuring Advisor is Alixpartners, LLP.  The
Debtors' claims, noticing, and solicitation agent is Rust
Consulting/Omni Bankruptcy.

At the time of filing, the Debtors had estimated assets of $1
billion to $10 billion and estimated debts of $1 billion to $10
billion.


METCOM NETWORK: Hires ACT Financial & Tax Services as Accountants
-----------------------------------------------------------------
Metcom Network Services, Inc. seeks authorization from the U.S.
Bankruptcy Court for the Southern District of New York to employ
ACT Financial & Tax Services, LLC as additional accountants solely
for the purposes of preparing tax returns, on a flat fee basis for
each return prepared.

The Debtor requires ACT to prepare its 2016 corporate income tax
returns to be filed with the IRS, the New York State and New York
City, on a flat fee basis of $3,500 plus reimbursement of
out-of-pocket expenses.

Cristina Andreana, CPA, owner of ACT Financial & Tax Services, LLC,
attests that ACT is a disinterested person as that term is defined
in the Bankruptcy Code.

The Firm can be reached through:

     Cristina Andreana, CPA
     ACT Financial & Tax Services, LLC
     992 High Ridge Road, 2nd Floor
     Stamford, CT 06905
     Phone: (203) 327-5010
     Fax: (203) 548-9207
     Email: cristina@actcpa.com

                                 About Metcom Network Services

Metcom Network Services, Inc. is a New York corporation, with its
principal place of business at 60 Hudson Street, New York, NY,
Suites 1001 and 2303.  Metcom is owned 50% by Mark DuMoulin, Sr.
and 50% by Susan Becker DuMoulin.  Metcom is in the business of
telecommunications, building and local interconnection and
engineering support, including the colocation of customer
equipment.

Metcom sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Case No. 16-11870) on June 28, 2016.  The petition
was signed by Mark DuMoulin, Sr., president.  At the time of the
filing, the Debtor estimated its assets and liabilities at $1
million to $10 million.

The Debtor is represented by Neil H. Ackerman, Esq., at Ackerman
Fox, LLP.  ACT Financial & Tax Services, LLC has been tapped as
accountant.

No trustee, examiner, or committee of creditors has been appointed
in this case.


MICHAEL SCHUGG: Grant Lyon Appeals Ruling Tossing Road Easement Row
-------------------------------------------------------------------
Christine Powell, writing for Bankruptcy Law360, reports that G.
Grant Lyon, the Chapter 11 trustee for the bankruptcy estate of
Michael and Debra Schugg, filed with the Ninth Circuit a petition
for rehearing or rehearing en banc concerning the court's April
ruling that vacated a district court's May 2012 conclusion that an
easement for a road that cuts across tribal land in Arizona
permitted him to develop a piece of land into a housing tract.

Michael Schugg and Debra Schugg declared bankruptcy in 2004.  G.
Grant Lyon was appointed the Chapter 11 Trustee of the Schuggs'
bankruptcy estate.


MILFORD AUTO: Hires Fellrath as Bankruptcy Counsel
--------------------------------------------------
Milford Auto Repair, LLC seeks authorization from the US Bankruptcy
Court for the Eastern District of Michigan, Southern Division, to
employ Richard F. Fellrath as its counsel at the normal hourly rate
of $200.00.

Services to be provided by Mr. Fellrath are:

     1. draft the Debtor's petition and associated documents
required for a valid Chapter 11 petition;

     2. assist with negotiations with the Debtor's business
customers and creditors;

     3. assist the Debtor with required filings with the US Trustee
and the Bankruptcy court;

     4. appear at required hearings in the Bankruptcy Court and
with the US Trustee;

     5. assist the debtor in possession in the drafting and
negotiation of a plan of reorganization.

Richard F. Fellrath attests that he is disinterested and eligible
for the appointment as the attorney to represent the Debtors and
his appointment is in the best interest of this estate and is
consistent with Sections 101(14), 327 and 330 of the Bankruptcy
Code.

The Counsel can be reached through:

     Richard F. Fellrath
     4056 Middlebury Dr.
     Troy, MI 48085
     Tel: (248) 519-5065
     Email: lawfell@wowway.com

                             About Milford Auto Repair, LLC

Milford Auto Repair, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Mich. Case No. 17-43368) on March 10, 2017, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by Richard F. Fellrath, Esq.


NEPHROS INC: Chief Financial Officer Astor Now Serving Full-Time
----------------------------------------------------------------
Andrew Astor became Nephros, Inc.'s full-time chief financial
officer effective May 1, 2017, according to a regulatory filing
with the Securities and Exchange Commission.  Mr. Astor joined the
Company as CFO on Feb. 13, 2017.  His annual base salary is
$250,000.

Mr. Astor was granted on May 1, 2017, a 10-year stock option to
purchase an aggregate of 418,709 shares of the Company's common
stock pursuant to the Company's 2015 Equity Incentive Plan.  The
option is exercisable at a price of $0.293 per share, which
represents the closing sale price of the Company's common stock on
the grant date.  Mr. Astor's right to purchase the shares vests,
subject to his continued employment, as follows:

     * 12.5% of the shares subject to the option vest on the first

       anniversary of the grant date;
       
     * 37.5% of the shares subject to the option vest in twelve
       equal quarterly installments, with the first installment
       vesting three months following the first anniversary of the

       grant date;
       
     * 20% of the shares subject to the option will vest, if ever,

       upon approval of listing of the Company's common stock on
       the NASDAQ Stock Market, New York Stock Exchange or such
       other national securities exchange approved by the Board;
       
     * 10% of the shares subject to the option will vest, if ever,

       on the February 1st following the Company's first completed
       fiscal year in which annual revenue exceeds $6,000,000; and
      
     * 20% of the shares subject to the option will vest, if ever,

       on the February 1st following the Company's first completed
       fiscal year in which annual revenue exceeds $10,000,000.

Mr. Astor, age 60, is a technology and business executive with 30
years of financial and operating experience.  Mr. Astor was most
recently president and chief financial officer at Open Source
Consulting Group, a growth stage services firm.  Previously, he was
a managing director at Synechron, a global consulting organization,
from 2013 to 2015.  From 2009 to 2013, he served as Vice President
at Asurion, a large, privately-held insurance company.  Mr. Astor
was co-founder of the software company EnterpriseDB, and served as
its CEO from 2004 to 2008.  Mr. Astor was Vice President, Strategic
Solutions at webMethods, a software firm, from 2002 to 2004 and
Vice President of Transactional Products at Dun & Bradstreet from
1998 to 2001.  Prior to 1998, Mr. Astor held various roles at
American Management Systems, SHL/MCI Systemhouse, and Ernst &
Young.  Mr. Astor received his Bachelor of Arts in Mathematics from
Clark University, and his MBA from The Wharton School at the
University of Pennsylvania.
  
                       About Nephros, Inc.

River Edge, N.J.-based Nephros, Inc., is a commercial stage medical
device company that develops and sells high performance liquid
purification filters.  Its filters, which it calls ultrafilters,
are primarily used in dialysis centers and healthcare facilities
for the production of ultrapure water and bicarbonate.

Nephros reported a net loss of $3.032 million on $2.320 million of
total net revenues for the year ended Dec. 31, 2016, compared with
a net loss of $3.088 million on $1.944 million of total net revenue
for the year ended Dec. 31, 2015.  As of Dec. 31, 2016, the Company
had $2.7 million in total assets, $2 million in total liabilities
and $667,000 of total stockholders' equity.

Moody, Famiglietti & Andronico, LLP, in Tewksbury, MA, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2016.  It said, "[T]he
Company has incurred negative cash flow from operations and
recurring net losses.  These conditions, among others, raise
substantial doubt about its ability to continue as a going
concern."


NEW JERSEY MICRO-ELECTRONIC: Wants to Use Spencer's Cash Collateral
-------------------------------------------------------------------
New Jersey Micro-Electronic Testing, Inc., asks for permission from
the U.S. Bankruptcy Court for the District of New Jersey to use
cash collateral of Spencer Savings Bank, SLA.

On April 7, 2014, the Debtor and Spencer entered into a loan and
security agreement pursuant to which Spencer agreed to make
revolving loans to the Debtor in an amount of up to $250,000.  To
secure its obligations under the Agreement, the Debtor granted
Spencer a blanket security interest in substantially all of the
Debtor's assets, including, among other things, cash, accounts
receivable, present and future accounts, general intangibles,
inventory, and machinery and equipment.

The Debtor pays Spencer $805.56 monthly under the Agreement.  As of
the Petition Date, the Debtor owed Spencer $250,000.  The Debtor's
assets subject to Spencer's security interest have an aggregate
value in excess of $450,000.  Thus, the Debtor believes that
Spencer's claim is over-secured based upon the value of its
collateral.

Notwithstanding the fact that the equity cushion enjoyed by Spencer
is sufficient to provide it with adequate protection without more,
the Debtor proposes to (a) continue its payments to Spencer as
required under the Agreement and (b) provide Spencer with
replacement liens on certain of its post-petition assets to protect
Spencer from any diminution in the value of its collateral.

As of the Petition Date, the Debtor doesn't have sufficient
unencumbered cash to fund its business operations.  Absent the
ability to use cash collateral, the Debtor will be unable to pay
insurance, wages, rent, utility charges, and other critical
operating expenses.  Consequently, without access to cash
collateral, the Debtor will not be able to maintain its business
operations and continue its restructuring efforts, and would likely
be forced to cease operations and liquidated.  The Debtor's estate
would be immediately and irreparably harmed.  The Debtor cannot
obtain funds sufficient to administer its estates and operate its
business other than by obtaining the relief requested.

Spencer was adequately protected as of the Petition Date by an
equity cushion in its collateral in an amount in the approximate
amount of $200,000.  Based on the equity cushion alone, the Debtor
should be granted authority to use the cash collateral.  The Debtor
proposes to grant to Spencer replacement liens on its collateral
and provide it with period payments going forward.

As protection for any diminution in value of Spencer's interests,
the Debtor requests that the Court grant Spencer security interests
in and upon the Debtor's postpetition cash and accounts receivable.


In addition to the proposed replacement liens and its equity
cushion, Spencer will be protected as a result of the continuation
of the Debtor's payments under the Agreement with Spencer.  These
payments will avoid any increase in the amount of Spencer's claim
on a going forward basis, while the Debtor formulates its
reorganization plan.

A copy of the Motion and the budget is available at:

            http://bankrupt.com/misc/njb17-18977-5.pdf

            About New Jersey Micro-Electronic Testing

Clifton, New Jersey-based New Jersey Micro-Electronic Testing, Inc.
-- http://njmetmtl.com/-- provides professional electronic
component testing to the commercial, military, aerospace,
industrial and automotive fields worldwide for nearly 40 Years.
The Company posted gross revenue of $2.25 million in 2016 compared
to gross revenue of $2.59 million in 2015.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
N.J. Case No. 17-18977) on May 1, 2017, listing $483,782 in total
assets and $4.68 million in total liabilities.  The petition was
signed by Giacomo Federico, president.

Judge John K. Sherwood presides over the case.

Matteo Percontino, Esq., and Bruce J. Wisotsky, Esq., at Norris
McLaughlin & Marcus, PA, serves as the Debtor's bankruptcy counsel.


NGL ENERGY: Fitch Lowers LT Issuer Default Rating to B
------------------------------------------------------
Fitch Ratings has downgraded NGL Energy Partners, LP's (NGL)
Long-Term Issuer Default Rating (IDR) to 'B' from 'B+' and its
senior unsecured rating to 'B'/'RR4' from 'B+'/'RR4'. The Recovery
Rating (RR) of 'RR4' reflects Fitch's expectations of average
recovery prospects in the range of 31% to 50% in the event of
default.

Fitch has also downgraded NGL Energy Finance Corp.'s senior
unsecured debt rating to 'B'/'RR4' from 'B+'/'RR4'. NGL Energy
Finance Corp. is the co-issuer for NGL's senior unsecured notes.

The Rating Outlook is Negative and reflects Fitch's concerns about
liquidity and leverage. This stems from Fitch's revised
expectations for EBITDA, distributable cash flow and leverage
following management's guidance for 4QFY17 and FY18. On April 24,
2017, the partnership disclosed that exposure to line space values
on the Colonial pipeline, continued challenges in crude marketing
and transportation and lower propane volumes caused the partnership
to negatively revise its guidance for FY17 to $380 million from
prior guidance of $485 million to $500 million. Management expects
adjusted EBITDA in FY18 to be in the range of $500 million to $525
million, significantly below consensus expectations.

KEY RATING DRIVERS

The 'B' IDR is supported by NGL's diverse assets located throughout
the U.S., with diversity improved in a credit-positive manner with
the completion of the Grand Mesa pipeline. Grand Mesa went into
service on Nov. 1, 2016 and has long-term take-or-pay agreements in
place with an average maturity of over nine years, which should
benefit NGL's cash flows.

The Negative Outlook reflects Fitch's expectations that NGL's
leverage will remain elevated over the next several quarters.
Leverage is expected to trend downward, but from very elevated
levels given 4QFY17 and FY18 business conditions.

Despite weakness in EBITDA, the partnership should benefit from
Grand Mesa's completion and its long-term fee-based cash flows.
Furthermore, with construction of the pipeline done, NGL's spending
needs are greatly reduced. In the nine months ending Dec. 31, 2016
growth spending was $247 million, and for FY18 the partnership
stated on its 3QFY17 earnings call that growth capex would be
approximately $100 million for the full fiscal year in 2018.

Concerns include NGL's high leverage, which is not expected to
decrease as quickly as Fitch had previously forecasted. With
ongoing high leverage and reduced cash flows, NGL's liquidity may
be pressured given expectations for reduced covenant cushion on the
bank agreement. Other concerns include NGL's history of rapid
growth, which pressured the balance sheet. NGL's shippers for Grand
Mesa bring some counterparty risk but Fitch believes it is not
significant.

Diverse Operations: NGL's assets are diverse and comprised of
liquids (approximately 17% of EBITDA excluding corporate expenses
for the first nine months of FY17), crude oil logistics (11%),
water solutions (16%), retail propane (15%), and refined products
and renewables (41%).

Leverage: For the latest-12-months (LTM) ending Dec. 31, 2016,
NGL's adjusted leverage was approximately 8.2x. Typically,
borrowings decline in the fourth quarter of NGL's fiscal year as
inventories are reduced and working capital requirements are
lessened. Following NGL's updated projections for the fourth
quarter of FY17, Fitch expects leverage to remain fairly unchanged
for the fiscal yearend.

EBITDA is forecasted to increase in FY18 and leverage should
decline. However, the extent of NGL's ability to delever will be
reliant on how prudently management handles cash flows and the
balance sheet.

Distributable Cash Flow and Distribution Coverage: For the LTM
ending Dec. 31, 2016, distributable cash flow was $282 million, up
from $277 million generated during FY16. With NGL's distribution
reduction in FY17, NGL had strong distribution coverage of 1.3x for
the LTM ending Dec. 31, 2016, which is an improvement from 0.9x for
FY16. NGL has elected to extend to the distribution reduction in
light of EBITDA weakness. Distributions may be held flat for up to
an additional three quarters. NGL now targets distribution coverage
of 1.3x for the long term.

KEY ASSUMPTIONS

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

-- Distributions remain flat in FY18;
-- Adjusted EBITDA in FY17 is $380 million, in line with
    management's updated forecast;
-- Adjusted EBITDA in FY18 is slightly below $500 million, well   

    below Fitch's prior assumption of approximately $600 million;
-- EBITDA growth occurs in FY18 largely due to Grand Mesa, which
    is assumed to generate $130 million for the full fiscal year
    based on management's prior guidance;
-- FY17 leverage at year-end is approximately 8.2x.

RATING SENSITIVITIES

Positive: Future developments that may, individually or
collectively, lead to positive rating action include:

-- The Outlook may be revised to Stable if NGL enhances its
    liquidity position, which may include covenant relief, asset
    sales, and/or equity raises.
-- Favorable rating changes for the IDR could occur if adjusted
    leverage was at or below 6.5x on a sustained basis;
-- Stable fee-based arrangements accounting for greater than 60%
    of cash flows.

Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:

-- Reduced liquidity;
-- Significant capital spending or acquisition activity financed
    in a manner that is detrimental to the credit profile (e.g.,
    if not funded with a balance of debt and equity);
-- Inability to delever from current levels to below 7.5x for a
    sustained period of time;
-- Distribution coverage below 1x for a sustained period.

LIQUIDITY

At the end of 2016, NGL had $29 million of cash on the balance
sheet. It also had a $2.484 billion secured bank facility composed
of a $1.038 billion working capital facility, which is restricted
by a borrowing base, and a $1.446 billion expansion facility. The
working capital facility had borrowings of $875.5 million and
letters of credit totaling $79.6 million. The expansion facility
drew $638 million, leaving capacity of $808 million.

NGL amended and restated its $2.484 billion secured credit facility
with a $1.765 billion secured facility on Feb. 14, 2017. The new
facility extends to Oct. 5, 2021. The working capital facility's
capacity is $1 billion and it remains backed by a borrowing base.
The expansion facility's capacity is $765 million. NGL has the
ability to reallocate up to $400 million between the two
facilities.

In addition to the bank agreement having borrowing base
restrictions on the working capital revolver, financial covenants
do not allow leverage -- as defined by the bank agreement -- to
exceed 4.75x or allow interest coverage to be below 2.75x. The new
bank agreement has an additional financial covenant for the senior
secured leverage ratio. The bank agreement was amended on March 31,
2017 and it reduced the maximum senior secured leverage ratio. Now
it cannot exceed 3.25x and previously it was not to exceed 3.5x.
NGL's senior secured leverage ratio was 1.8x as of Dec. 31, 2016.
Its bank-defined leverage was 4.5x and interest coverage was 3.9x.
With NGL's significantly lower expectations for EBITDA, Fitch
believes that NGL's covenant cushion has drastically been reduced
for the next few quarters. Debt balances in the third quarter of
NGL's fiscal year tend to be above fourth-quarter balances, as
inventories are reduced during the final quarter of the fiscal
year.

The bank definition of debt excludes the working capital borrowings
and letters of credit for the leverage calculation. NGL gets pro
forma EBITDA credit for acquisitions and material projects. Pro
forma EBITDA credit for material projects or acquisitions is
typical for master limited partnership (MLP) bank agreements.

The partnership has senior secured notes due 2022 that will require
semi-annual instalments of $25 million starting on Dec. 19, 2017.
NGL does not have any significant debt maturities until 2019, when
$384 million of senior unsecured notes come due. Also during 2019,
NGL's $240 million of 10.75% convertible preferreds issued to
OakTree Capital Management L.P. can be converted.

FULL LIST OF RATING ACTIONS

Fitch has downgraded the following:

NGL Energy Partners LP

-- Long-Term IDR to 'B' from 'B+';
-- Senior unsecured debt to 'B'/'RR4' from 'B+'/'RR4'.

NGL Energy Finance Corp.

-- Senior unsecured debt to 'B'/'RR4' from 'B+'/'RR4'.

The Rating Outlook is Negative.


NORTEL NETWORKS: Plans Support Agreement Now Effective
------------------------------------------------------
Nortel Networks Corporation ("NNC") and Nortel Networks Limited
("NNL" and together with NNC and certain of their Canadian
affiliates subject to proceedings under Canada's Companies'
Creditors Arrangement Act ("CCAA"), "Nortel Canada") on May 8,
2017, announced the effectiveness of the Settlement and Plans
Support Agreement (the "Global Settlement and Support Agreement")
entered into October 12, 2016, together with the effectiveness of
the CCAA Plan of Arrangement approved by the Ontario Superior Court
of Justice on January 24, 2017 (the "CCAA Plan").

As previously announced, the Global Settlement and Support
Agreement resolves the allocation dispute regarding the
approximately USD 7.3 billion of sale proceeds held in escrow as
well as various other claims, disputes and matters among the
parties thereto.  Pursuant to the Global Settlement and Support
Agreement, Nortel Canada is entitled to receive 57.1065% of the
sale proceeds in escrow, being approximately USD4.156 billion.  The
Global Settlement and Support Agreement also provides for, among
other things, the release to Nortel Canada of approximately USD237
million of other sale proceeds plus a further amount of sale
proceeds relating to the transfer of I.P. addresses by Nortel
Canada currently held subject to various court orders, as well as
payment to Nortel Canada of USD35 million on account of
reimbursement of various costs incurred in connection with the
asset sales.  Funds are expected to be received by NNL from escrow
beginning on May 11, 2017, with the balance of funds anticipated to
be received over the course of May 2017.

The CCAA Plan also became effective on May 8, 2017.  In addition to
implementing the Global Settlement and Support Agreement, the CCAA
Plan contemplates, among other things, the substantive
consolidation of the assets and liabilities of Nortel Canada, the
payment of proven priority claims and the making of pro rata
distributions to unsecured creditors of Nortel Canada.  Subject to
receipt of NNL's allocation entitlement and the satisfaction of
certain other conditions to the implementation of the CCAA Plan,
initial distributions to unsecured creditors are expected to be
made beginning in the late June or early July 2017 timeframe. Ernst
& Young Inc., the court-appointed monitor in the CCAA proceedings
of Nortel Canada, has previously reported its expectation that
unsecured creditors will recover in total between CA 45 cents to CA
49 cents for creditors entitled to be paid in Canadian dollars, and
US 41.5 cents to US 45 cents for creditors entitled to be paid in
U.S. dollars.

As previously announced, holders of NNC common shares and NNL
preferred shares are not expected to receive any distribution or
other compensation pursuant to the CCAA Plan.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates commenced
a proceeding with the Ontario Superior Court of Justice under the
Companies' Creditors Arrangement Act (Canada) seeking relief from
their creditors.  Ernst & Young was appointed to serve as monitor
and foreign representative of the Canadian Nortel Group.  That same
day, the Monitor sought recognition of the CCAA Proceedings in U.S.
Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter
15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of NNI's
European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court
for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as

Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., and Howard S.
Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York,
serve as the U.S. Debtors' general bankruptcy counsel; Derek C.
Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington,
serves as Delaware counsel.  The Chapter 11  Debtors' other
professionals are Lazard Freres & Co. LLC as financial advisors;
and Epiq Bankruptcy Solutions LLC as claims and notice agent.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in respect of the U.S. Debtors.

An ad hoc group of bondholders also was organized.  An Official
Committee of Retired Employees and the Official Committee of
Long-Term Disability Participants tapped Alvarez & Marsal
Healthcare Industry Group as financial advisor.  The Retiree
Committee is represented by McCarter & English LLP as Delaware
counsel, and Togut Segal & Segal serves as the Retiree Committee.
The Committee retained Alvarez & Marsal Healthcare Industry Group
as financial advisor, and Kurtzman Carson Consultants LLC as its
communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.

The trial on how to divide proceeds among creditors in the U.S.,
Canada, and Europe commenced on Sept. 22, 2014.  The question of
how to divide $7.3 billion raised in the international bankruptcy
of Nortel Networks Corp. was answered on May 12, 2015, by two
judges, one in the U.S. and one in Canada.

According to The Wall Street Journal, Justice Frank Newbould of the
Ontario Superior Court of Justice in Toronto and Judge Kevin Gross
of the U.S. Bankruptcy Court in Wilmington, Del., agreed on the
outcome: a modified pro rata split of the money.


NUVERRA ENVIRONMENTAL: Has Interim Nod to Obtain DIP Financing
--------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware has authorized Nuverra Environmental
Solutions, Inc., along with affiliates, to obtain financing on an
interim basis and use cash collateral.

A final hearing to consider the approval of the DIP Financing will
be held on May 31, 2017, at 2:00 p.m. (ET).

A copy of the court order is available at

            http://bankrupt.com/misc/deb17-10949-58.pdf

The Debtors are authorized to obtain from:

     a. the DIP Term Facility Lenders including Wilmington Savings

        Fund Society, FSB, as administrative agent, an aggregate
        principal amount equal to $2,500,000;

     b. DIP Revolving Facility Lenders including Wells Fargo Bank,

        National Association, as administrative agent, collateral
        agent, an aggregate principal amount up to $10,000,000,
        and

     c. the DIP Term Facility Lenders an aggregate principal
        amount equal to $7,500,000.

The DIP Revolving Facility Obligations will constitute senior
administrative expense claims and the DIP Term Facility Obligations
will constitute senior administrative expense claims, in each case,
against each debtor with priority in payment over any and all
administrative expenses at any time existing or arising.

As security, the DIP Revolving Facility Agent for the benefit of
the DIP Revolving Facility Parties, and the DIP Term Facility
Collateral Agent for the benefit of the DIP Term Facility Parties
are granted valid, perfected, and unavoidable security interests in
and liens upon any and all present and after-acquired tangible and
intangible property and assets of the Debtors and their estates.

As adequate protection, Existing Revolving Facility parties are
granted: (a) payment of regularly scheduled cash interest and
regularly scheduled letter of credit fees, calculated at the
non-default rate under the Existing Revolving Credit Agreement,
during the pendency of the cases; (b) payments in cash in no event
later than 15 days following the filing and service of an invoice
with the Court, of reasonable and documented out-of-pocket fees,
costs and expenses whether due on or prior to, or from and after,
the Petition Date to the existing Revolving Facility Parties, as
they become due and owing as set forth in the Existing Revolving
Facility Documents; (c) continuing valid, binding, enforceable,
unavoidable and fully perfected postpetition replacement liens on
and security interests in the postpetition collateral, which liens
will be subject to and junior in priority only to the carve-out and
any perepetition permitted liens; and (d) superpriority
administrative expense claims.

As adequate protection, Existing Term Facility Parties are granted:
(a) payment of regularly scheduled interest in-kind, calculated at
the non-default rate under the Existing Term Credit Agreement,
during the pendency of the cases; (b) payments in cash no later
than 15 days following the filing and service of any invoice with
the Court, of reasonable and documented out-of-pocket fees, costs
and expenses whether due on or prior to, or from and after, the
Petition Date to the Existing Term Facility Parties, as applicable,
as they become due and owing; (c) continuing valid, binding,
enforceable, unavoidable and fully perfected postpetition
replacement liens on and security interests in the postpetition
collateral, which liens will be subject to and junior in priority
only to the carve-out; and (d) superpriority administrative expense
claims.

The Second Liens Parties, as adequate protection, are granted: (a)
valid, binding, enforceable, unavoidable and fully perfected
postpetition replacement liens on and security interests in the
Second Lien Collateral, which liens will be subject to and junior
in priority to the DIP Liens, the Existing Revolving Facility
Liens, the Existing Term Facility Liens and the carve-out; (b)
payments in cash no later than 15 days following the filing and
service of any invoice with the Court, of reasonable and documented
out-of-pocket fees, costs and expenses whether due on or prior to,
or from and after, the Petition Date to the Second Lien Parties, as
applicable, as they become due and owing as set forth in the Second
Lien Documents; (c) superpriority administrative expense claims.

An immediate and critical need exists for the Debtors to use cash
collateral for the purposes of providing adequate protection to the
Existing Revolving Facility Lenders of their interests in pari
passu collateral.

                      About Nuverra

Nuverra Environmental Solutions, Inc. (OTCQB: NESC) provides
environmental solutions to customers focused on the development and
ongoing production of oil and natural gas from shale formations.
The Scottsdale, Arizona-based Company operates in shale basins
where customer exploration and production activities are
predominantly focused on shale and natural gas.

Nuverra Environmental Solutions, Inc., and its affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-10949) on
May 1, 2017.

As of March 31, 2017, Nuverra had $342.6 million in total assets
and $534.5 million in total liabilities.

The Hon. Kevin J. Carey is the case judge.

Shearman & Sterling LLP is serving as bankruptcy counsel to the
Debtors, with the engagement led by Fredric Sosnick, Esq., Sara
Coelho, Esq., and Stephen M. Blank, Esq.

Young Conaway Stargatt & Taylor, LLP, is the local bankruptcy
co-counsel, with the engagement led by Jaime Luton Chapman, Esq.,
Pauline K. Morgan, Esq., and Kenneth J. Enos, Esq.

AP Services, LLC, is the Debtors' restructuring advisors, with the
engagement led by Robert Albergotti, and Dan Kelsall.

Prime Clerk LLC is the claims and noticing agent.


NVA HOLDINGS: $150MM Debt Issuance No Impact on Moody's B3 CFR
--------------------------------------------------------------
Moody's Investors Service stated veterinary hospital operator NVA
Holdings, Inc. (B3 stable) announcement on May 8 that it intends
issue up to $150 million in debt, proceeds of which will be used to
fund the purchase of 42 facilities under signed letters of intent
as a credit positive. Despite a modestly negative impact on credit
metrics from the incremental financing, Moody's believes that
continued execution of the company's growth strategies is a credit
positive as the company successfully executes its growth strategies
and achieves scale with revenues expected to approach $1 billion.
The proposed transaction does not have an impact on the company's
B3 Corporate Family Rating, the B1 first lien term loan rating, the
Caa2 second lien term loan rating or the stable rating outlook.

Based in Agoura Hills, California, NVA Holdings, Inc. ("NVA") is a
leading provider of veterinary medical services, operating over 400
locally-branded animal hospitals across the United States,
Australia and Canada with pro-forma revenues approaching $1
billion.



ORBITE TECHNOLOGIES: Under CCAA Protection, PwC Named as Monitor
----------------------------------------------------------------
Orbite Technologies Inc., of the City of Saint-Laurent, Province of
Quebec, filed a petition for continuance of the Bankruptcy and
Insolvency Act proceedings under the Companies' Creditors
Arrangement Act.

The Superior Court of Quebec granted the petition and issued an
initial order pursuant to the CCAA on April 28, 2017.

The Company is now under creditor protection.  The Initial CCAA
Order provides for an initial stay of all proceedings until May 29,
2017, and appointment of PricewaterhouseCoopers as monitor of the
business and financial affairs of the Company.

Copy of the initial order is available at
http://www.pwc.com/ca/orbitetechnologies

The monitor can be reached at:

   PricewaterhouseCoopers Inc.
   Attn: Christian Bourque, CPA, CA, CIRP, LIT
   1250 Rene Levesque
   Blvd. West, Suite 2500
   Montreal, QC H3B 4Y1
   Tel: 514-205-5000
   Fax: 514-205-5694
   Email: christian.bourque@ca.pwc.com

Orbite Technologies Inc. (TSX:ORT)(OTCQX:EORBF) --
http://www.orbitetech.com/English/-- is a Canadian cleantech
company based in Montreal, Canada. It specialized in extracting
processes for mining industry, especially alumina extraction.


PANDA TEMPLE: Hires Prime Clerk as Claims and Noticing Agent
------------------------------------------------------------
Panda Temple Tower, LLC and its debtor- affiliates seek
authorization from the US Bankruptcy for the District of Delaware
to employ Prime Clerk LLC as claims and noticing agent.

Services to be rendered by Prime Care are:

     (a) prepare and serve required notices and documents in these
chapter 11 cases in accordance with the Bankruptcy Code and the
Bankruptcy Rules in the form and manner directed by the Debtors
and/or the Court;

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

     (c) maintain (i) a list of all potential creditors, equity
holders and other parties-in-interest and (ii) a "core" mailing
list consisting of all parties described in Bankruptcy Rule
2002(i), (j) and (k) and those parties that have filed a notice of
appearance pursuant to Bankruptcy Rule 9010; update and make said
lists available upon request by a party-in-interest or the Clerk;

     (d) furnish a notice to all potential creditors of the last
date for filing proofs of claim and a form for filing a proof of
claim, after such notice and form are approved by the Court, and
notify said potential creditors of the existence, amount and
classification of their respective claims as set forth in the
Schedules, which may be effected by inclusion of such information
(or the lack thereof, in cases where the Schedules indicate no debt
due to the subject party) on a customized proof of claim form
provided to potential creditors;

     (e) maintain a post office box or address for the purpose of
receiving claims and returned mail, and process all mail received;


     (f) for all notices, motions, orders or other pleadings or
documents served, prepare and file or cause to be filed with the
Clerk an affidavit or certificate of service within seven (7)
business days of service;

     (g) process all proofs of claim received, including those
received by the Clerk, check said processing for accuracy and
maintain the original proofs of claim in a secure area;

     (h) maintain the official claims register for each Debtor on
behalf of the Clerk;

     (i) provide public access to the Claims Registers, including
complete proofs of claim with attachments, if any, without charge;

     (j) implement necessary security measures to ensure the
completeness and integrity of the Claims Registers and the
safekeeping of the original claims;

     (k) record all transfers of claims and provide any notices of
such transfers as required by Bankruptcy Rule 3001(e);

     (l) relocate, by messenger or overnight delivery, all of the
court-filed proofs of claim to the offices of Prime Clerk, not less
than weekly;

     (m) upon completion of the docketing process for all claims
received to date for each case, turn over to the Clerk copies of
the Claims Registers for the Clerk's review;

     (n) monitor the Court's docket for all notices of appearance,
address changes, and claims-related pleadings and orders filed and
make necessary notations on and/or changes to the claims register
and any service or mailing lists, including to identify and
eliminate duplicative names and addresses from such lists;

     (o) identify and correct any incomplete or incorrect addresses
in any mailing or service lists;

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

     (q) monitor the Court's docket in these chapter 11 cases and,
when filings are made in error or containing errors, alert the
filing party of such error and work with them to correct any such
error;

     (r) contact the Clerk's office within three days of notice to
Prime Clerk of entry of the order converting the cases, if these
chapter 11 cases are converted to cases under chapter 7 of the
Bankruptcy Code;

     (s) thirty (30) days prior to the close of these chapter 11
cases, to the extent practicable, request that the Debtors submit
to the Court a proposed order dismissing Prime Clerk as Claims and
Noticing Agent and terminating its services in such capacity upon
completion of its duties and responsibilities and upon the closing
of these chapter 11 cases;

     (t) within seven days of notice to Prime Clerk of entry of an
order closing these chapter 11 cases, provide to the Court the
final version of the Claims Registers as of the date immediately
before the close of the chapter 11 cases; and

     (u) at the close of these chapter 11 cases, (i) box and
transport all original documents, in proper format, as provided by
the Clerk's office, to (A) the Philadelphia Federal Records Center,
14700 Townsend Road, Philadelphia, PA 19154 or (B) any other
location requested by the Clerk's office; and (ii) docket a
completed SF-135 Form indicating the accession and location numbers
of the archived claims.

Current Claim and Noticing Hourly Rates are:

     Analyst                       $30-$50
     Technology Consult            $35-$95
     Consultant/Senior Consultant  $65/$160
     Director                      $170-$195
     Solicitation Consultant       $185
     Director of Solicitation      $210

Michael J. Frishberg, Co-President and Chief Operating Officer of
Prime Clerk LLC, attests that Prime Clerk is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code with respect to the matters upon which it is
engaged.

The Firm can be reached through:

     Michael J. Frishberg
     Prime Clerk LLC
     830 3rd Avenue, 9th Floor
     New York, NY 10022
     Tel: 212-257-5445
     Email: mfrishberg@primeclerk.com

                        About Panda Temple

Panda Temple Power, LLC and Panda Temple Power Intermediate
Holdings II, LLC filed voluntary petitions under Chapter 11 of the
United States Bankruptcy Code  (Bankr. D. Del. Lead Case No.
17-10839) on April 17, 2017.

Panda Temple Power, LLC ("Temple I"), owns the Panda Temple I
Generating Station, a clean, natural gas-fueled, 758-megawatt
combined-cycle electric generating facility located in Temple,
Texas.  The Temple I Project utilizes advanced emissions-control
technology, making it one of the cleanest natural gas-fueled power
plants in the United States.  Employing "quick start" turbines,
which can achieve 50% power production in 10 minutes and a full
baseload capacity in 30 minutes, the Temple I Project can supply
the power needs of up to 750,000 homes.

The Temple I Project was originally financed with approximately
$377 million of secured debt and $375 million of equity.
Approximately $100 million of the equity investment was provided by
Panda Funds, with the remaining $275 million provided by third
party co-investors.  Construction of the Temple I Project began in
July 2012 and commercial operations commenced in July 2014.  In
March 2015, the original secured debt was refinanced with
approximately $400 million of secured debt under the Prepetition
Credit Agreement.

Panda Temple Power Intermediate Holdings II, LLC is a holding
company  with no assets other than its ownership interests in
Temple I.

In 2016, the Debtors' total revenue from energy sales was
approximately $71.9 million and its EBITDA was $17.8 million.

The cases are pending before the Honorable Laurie Selber
Silverstein.. The Debtors have hired Richards, Layton & Finger,
P.A. and Latham & Watkins LLP as attorneys; Ducera Partners LLC as
financial advisors; and Prime Clerk LLC as claims and noticing
agent.


PARAGON SHIPPING: Closes $500,000 Financing with Investor
---------------------------------------------------------
Paragon Shipping Inc. entered into a securities purchase agreement
with an unrelated third party on April 27, 2017, pursuant to which,
the Company sold a $500,000 principal amount convertible note to
the Investor for gross proceeds of $500,000.  The Financing closed
on May 1, 2017.

The Note will mature on April 27, 2018, and will bear interest at
the rate of 5% per annum, which will be payable on the maturity
date or any redemption date and may be paid, in certain conditions,
through the issuance of Class A common shares, at the discretion of
the Company.

The Note will be convertible into the Company's Class A common
shares, par value $0.001 per share, at a conversion price equal to
93% of the lowest volume weighted average price of the Common Stock
during the 21 trading days prior to the conversion date.  At no
time will the Investor be entitled to convert any portion of
Convertible Note to the extent that after such conversion, the
Investor (together with its affiliates) would beneficially own more
than 4.99% of our outstanding Common Stock as of such date. The
Note contains standard anti-dilution protection.

The Note includes customary event of default provisions, and
provides for a default interest rate of 18%.  Upon the occurrence
of an event of default, the Investor may require the Company to
redeem all or any portion of the Note (including all accrued and
unpaid interest), in cash, at a price equal to the greater of (i)
the product of (A) the amount to be redeemed multiplied by (B)
127.5% (or 100% if an insolvency related event of default) and (ii)
the product of (X) the conversion price in effect at that time
multiplied by (Y) the product of (1) 127.5% (or 100% if an
insolvency related event of default) multiplied by (2) the greatest
closing sale price of the Company's Common Stock on any trading day
during the period commencing on the date immediately preceding such
event of default and ending on the date the Company makes the
entire redemption payment required to be made.  The Company has the
right at any time to redeem all, but not less than all, of the
total outstanding amount then remaining under the Note in cash at a
price equal to 127.5% of the total amount of the Note then
outstanding.

The Purchase Agreement contains customary representations,
warranties and covenants by, among and for the benefit of the
parties.  The Purchase Agreement also provides for indemnification
of the Investor and its affiliates in the event that the Investor
incurs losses, liabilities, obligations, claims, contingencies,
damages, costs and expenses related to a breach by us of any of our
representations, warranties or covenants under the securities
purchase agreement.

The Company's issuance of the Note and the Conversion Shares is
exempt from registration under the Securities Act of 1933, as
amended, pursuant to the exemption from registration provided by
Rule 903 of Regulation S.

                  About Paragon Shipping Inc.

Paragon Shipping -- http://www.paragonship.com/-- is an
international shipping company incorporated under the laws of the
Republic of the Marshall Islands with executive offices in Athens,
Greece, specializing in the transportation of drybulk cargoes.
Paragon Shipping's current newbuilding program consists of three
Kamsarmax drybulk carriers that are scheduled to be delivered in
the third and fourth quarters of 2016.  The Company's common shares
trade on the OTC Markets' OTCQB Venture Market under the symbol
"PRGNF", and FINRA has designated its Senior Unsecured Notes as
corporate bonds that are TRACE eligible under the symbol
"PRGN4153414".

Paragon Shipping reported net income of $23.79 million on $1.98
million of net revenue for the year ended Dec. 31, 2016, compared
to a net loss of $268.7 million on $33.71 million of net revenue
for the year ended in 2015.  

The Company's balance sheet at Dec. 31, 2016, showed total assets
of $715,900, total liabilities of $19.30 million, and a
stockholders' deficit of $18.58 million.

Ernst & Young (Hellas) Certified Auditors-Accountants S.A. in
Athens, Greece, notes that the Company disclosed that as of
Dec. 31, 2016 it was not current with certain payments due in
respect with the unsecured senior notes and it is probable that
will be unable to meet scheduled interest payments.  These
conditions raise substantial doubt about its ability to continue as
a going concern.


PASSAGE VILLAGE: Hires Capozzi Adler as Special Counsel
-------------------------------------------------------
Passage Village of Laurel Run Operations, LLC, a Delaware Limited
Liability Company, and its debtor-affiliates seek permission from
the U.S. Bankruptcy Court for the Southern District of Virginia to
employ Capozzi Adler, PC as Special Counsel for the
Debtors-in-Possession, nunc pro tunc to March 31, 2017.

The Debtor requires Capozzi Adler, P.C. to provide services related
to Pennsylvania regulatory and licensing compliance and Medicare,
and Medicaid payment and compliance to the Debtors in these
proceedings.

Capozzi Adler, P.C. lawyers and professionals who will work on the
Debtors' cases and their hourly rates are:

     Donald R. Reavey, Esq.                $350
     Daniel K. Natirboff, Esq.             $350
     Glenn A. Parno, Esq.                  $350
     Bruce G. Baron, Esq.                  $350
     Karen Fisher, paralegal               $160
     Linda Gussler, paralegal              $160

Capozzi Adler, P.C. will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Donald R. Reavey, Esq., partner at Capozzi Adler, P.C., assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

On March 24, 2017, the Debtors filed their application to employ
and compensate Jackson Kelly PLLC as their primary and general
bankruptcy counsel.

Capozzi Adler, P.C. may be reached at:

       Donald R. Reavey, Esq.
       Capozzi Adler, P.C.
       1200 Camp Hill Bypass
       Camp Hill, PA 17011
       Tel: (717) 233-4101
       E-mail: donr@capozziadler.com

                   About Passage Midland, et al.

Passage Midland Meadows Operations, LLC and three affiliates filed
separate Chapter 11 bankruptcy petitions (Bankr. S.D. W.Va. Lead
Case No. 17-30092) on March 13, 2017.  The affiliates are Passage
Healthcare Property, LLC; Passage Longwood Manor Operations, LLC;
and Passage Village of Laurel Run Operations, LLC.  

In its petition, Passage Midland estimated $0 to $50,000 in assets
and $1 million to $10 million in liabilities.  The petitions were
signed by Andrew Turner, member-manager of Passage Healthcare, LLC,
manager of Passage Midland.

Passage Healthcare -- http://passagehealthcare.net-- is a senior
living care provider founded in 2013 by Andrew Turner and William
Lasky.

The Hon. Frank W. Volk presides over the cases. Jackson Kelly PLLC
represents the Debtors as counsel.

An official committee of unsecured creditors has not been appointed
in the Debtors' cases, according to a court docket.

Judy A. Robbins, the United States Trustee for Region 4, appointed
Margaret Barajas as the Patient Care Ombudsman for two of the
Debtors: Passage Village of Laurel Run Operations and Passage
Longwood Manor Operations.


PAYLESS HOLDINGS: Files Exit Plan, Aims to Cut Debt to $469-Mil.
----------------------------------------------------------------
Payless Holdings LLC filed with the U.S. Bankruptcy Court for the
Eastern District of Missouri a Chapter 11 plan of reorganization
that would reduce debt to $469 million.

As of April 4, Payless and its affiliates had outstanding debt of
as much as $838 million, which consists of a $187 million in
secured debt under their asset-backed revolving credit facility,
$506 million in secured debt under their first lien credit
facility, and $145 million in secured debt under their second lien
credit facility.

If the plan is confirmed, the companies will exit bankruptcy with
approximately 40% less funded debt.

Payless has negotiated agreements with some existing lenders to
obtain up to $305 million of asset-based financing and an $80
million new term loan to get the companies through bankruptcy.

Under the plan, Payless' pre-bankruptcy first lien lenders will
receive their pro rata share of 91% of the common equity of the
reorganized company, among other things.

Meanwhile, those who assert claims under the second lien credit
facility will receive their pro rata share of 9% of the common
equity in exchange for the discharge of obligations of the
companies under the credit facility.

The estimated recovery of general unsecured claims is still unknown
but Payless believes the plan provides general unsecured creditors
a recovery at a material premium over what they otherwise would
receive under a priority waterfall recovery analysis.

The plan does not contemplate the substantive consolidation of the
bankruptcy estates.  Instead, it constitutes a separate plan for
each of the companies, according to the disclosure statement filed
on April 25.

A copy of the disclosure statement is available for free at
https://is.gd/9SlbmK

Payless proposes a July 24 hearing to consider confirmation of the
reorganization plan, and a July 10 deadline for creditors to cast
their votes accepting or rejecting the plan.

                     About Payless Holdings

Payless -- http://www.payless.com/-- was founded in 1956 as an    
everyday footwear retailer.  It has more than 4,000 stores in more
than 30 countries, and employs approximately 22,000 people.  It is
headquartered in Topeka, Kansas, but its operations span across
Asia, the Middle East, Latin America, Europe, and the United
States.

Payless first traded publicly in 1962, and was taken private in May
2012.  Payless Holdings, LLC currently owns, directly or
indirectly, each of its 91 subsidiaries.

Payless Holdings LLC (Bankr. E.D. Mo. Lead Case No. 17-42267) and
its subsidiaries sought protection under Chapter 11 of the
Bankruptcy Code on April 4, 2017.  The petitions were signed by
Paul J. Jones, chief executive officer.   

At the time of the filing, the Debtors estimated their assets at
$500 million to $1 billion and liabilities at $1 billion to $10
billion.   

The Debtors hired Alvarez & Marsal North America LLC as
restructuring advisor; Prime Clerk LLC as claims, balloting and
administrative agent; and Osler, Hoskin & Harcourt LLP as CCAA
counsel.

On April 14, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.


PLATINUM PARTNERS: Ex-Managing Director Wants Probe on Jury Leak
----------------------------------------------------------------
Cara Mannion, writing for Bankruptcy Law360, reports that former
Platinum Partners managing director Daniel Small urges a New York
federal court to hold a hearing to determine whether an FBI agent
was behind alleged grand jury leaks about a probe into the hedge
fund.  Law360 relates that Mr. Small echoed arguments from Platinum
Partners founder Mark Nordlicht and ex-coworkers accused of being
involved in a $1 billion securities fraud scheme.

              About Platinum Partners Funds

Platinum Partners' Platinum Partners Value Arbitrage Fund L.P.
("Master Fund") was registered with and regulated by the Cayman
Islands Monetary Authority as a master fund.  Platinum Partners
Value Arbitrage Fund (International) Ltd. ("International Fund")
was registered with and regulated by CIMA as a mutual fund.

The International Fund offered participating shares to prospective
investors.  The International Fund's investment objective was to
achieve superior capital appreciation through its indirect
investment in the Master Fund.  The Master Fund is a multi-strategy
hedge fund.

The Master Fund and International Fund each filed a voluntary
petition under Chapter 15 of the Bankruptcy Code in the U.S.
Bankruptcy Court for the Southern District of New York.  The
Chapter 15 petitions were commenced on Oct. 18, 2016, by
Christopher Barnett Kennedy and Matthew James Wright, the duly
appointed joint provisional liquidators of Master Fund (in
Provisional Liquidation) and the duly appointed joint official
liquidators of International Fund (in Official Liquidation).

Both Funds are in liquidation pursuant to the orders of the
Financial Services Division of the Grand Court of the Cayman
Islands (cause nos. FSD 131 of 2016 (AJJ) (Master Fund) and 118 of
2016 (AJJ) (International Fund) pursuant to Sections 92 and 104 of
the Companies Law, of the Cayman Islands (2016 Revision) in
relation to the International Fund and Master Fund, respectively.

Contemporaneously with the Chapter 15 petitions, the Liquidators
filed a motion with the Bankruptcy Court seeking the Bankruptcy
Court's recognition of (i) the Cayman Liquidations as "foreign main
proceedings" and (ii) their appointment as "foreign
representatives" of the Funds.

As of June 30, 2016, the Master Fund had total assets of
$1,092,668,500.  The Master Fund's total debt as of May 31, 2016,
was $382,000,000.

Holland & Knight LLP serves as counsel in the Chapter 15 cases.


PUERTO RICO: Fitch Ratings Unchanged by PROMESA Bankr. Filing
-------------------------------------------------------------
The Commonwealth of Puerto Rico's ratings are unchanged following
the filing on May 3, 2017 by the Puerto Rico Oversight Board of a
petition under Title III of the Puerto Rico Oversight, Management
and Economic Stability Act (PROMESA), according to Fitch Ratings.

The sales tax bonds of the Puerto Rico Sales Tax Financing
Corporation (COFINA) and the pension funding bonds of the Employees
Retirement System of the Commonwealth of Puerto Rico (ERS) are
currently rated 'C' by Fitch and are on Rating Watch Negative. The
'C' rating indicates Fitch's belief that default of some kind on
the COFINA and ERS bonds appears inevitable due to the
Commonwealth's previously stated intent to restructure its debt.

Although sales tax revenues pledged to COFINA continue to be
set-aside per the flow of funds and debt service has been paid,
there is significant uncertainty as to the eventual impact of a
broader restructuring of the commonwealth's debt on COFINA
bondholder protections.

The ERS has begun to draw on the debt service reserve to make debt
service payments. A default on the pension bonds is expected once
the debt service reserve is depleted, which is expected as early as
this month (May 2017). Under the Commonwealth's debt moratorium,
enacted in April 2016, the Commonwealth has suspended transfers of
employer contributions to the ERS in an amount equal to the debt
service payable by the ERS and suspended the obligation of the ERS
to transfer pledged funds to the trustee under the bond
resolution.

Fitch rates securities on which the Commonwealth has already failed
to make full and timely payment 'D'. These securities include the
general obligation (GO) bonds and government facilities revenue and
revenue refunding bonds, issued by the PR Building Authority and
guaranteed by the Commonwealth.

The Commonwealth's Issuer Default Rating (IDR) remains 'RD',
indicating that the issuer has defaulted on a select class of its
debt.

Other ratings of Commonwealth entities include:

Puerto Rico Electric Power Authority (PREPA): The current rating of
'C' and the Rating Watch Negative continue to reflect Fitch's view
that a payment default or restructuring of PREPA's debt obligations
is inevitable. A common component of the PREPA restructuring plans
being considered is the reduction of existing debt by means of a
proposed distressed debt exchange.

Puerto Rico Aqueduct and Sewer Authority (PRASA): PRASA's rating of
'C' and Negative Watch reflects Fitch's view that a payment default
or restructuring appears inevitable. PRASA's fiscal plan recently
approved by the Oversight Board projects annual shortfalls over the
next 10 years absent significant cuts in debt service costs or
sizeable rate increases that may be untenable. To date, PRASA has
made all payments related to its rated bonds, although PRASA
entered into forbearance agreements related to its state revolving
fund and rural development obligations in June 2016 and currently
owes more than $70 million to contractors.

Housing Finance Authority (HFA): Fitch currently rates two of the
Authority's outstanding bond issues; both ratings are on Rating
Watch Negative:

-- Puerto Rico Housing Finance Authority capital fund
    modernization program subordinate bonds (Puerto Rico Housing
    Projects), series 2008 (Non-AMT) 'A'. The capital fund bonds
    are secured by payments from Puerto Rico Public Housing
    Administration's public housing HUD capital fund annual
    appropriations;

-- Puerto Rico Housing Finance Authority mortgage-backed
    certificates, 2006 series A 'AAA'. The certificates are
    limited obligations of the issuer secured by the revenues and
    assets of a trust indenture portfolio of GNMA and FNMA MBS.


PUERTO RICO: Insurers Sue Govt. for Violating Restructuring Law
---------------------------------------------------------------
Rick Archer, writing for Bankruptcy Law360, reports that Assured
Guaranty Corp. and National Public Finance Guarantee Corp.,
insurers of $9 billion of Puerto Rico's $70 billion debt, filed a
lawsuit against the government and fiscal oversight board, claiming
that the commonwealth's plan breaches restructuring law.  The
Insurers, according to Law360, told a federal court that the
commonwealth's fiscal plan illegally prioritizes government
spending over debt service.  

                      About Puerto Rico

Puerto Rico is a self-governing commonwealth in association with
the United States.  The chief of state is the President of the
United States of America.  The head of government is an elected
Governor.  There are two legislative chambers: the House of
Representatives, 51 seats, and the Senate, 27 seats.  The
governor-elect is Ricardo Antonio "Ricky" Rossello Nevares, the
son of former governor Pedro Rossello.

In 2016, the U.S. Congress passed PROMESA, which, among other
things, created the Financial Oversight and Management Board and
imposed an automatic stay on creditor lawsuits against the
government, which expired May 1, 2017.

The members of the oversight board are: (i) Andrew G. Biggs, (ii)
Jose B. Carrion III, (iii) Carlos M. Garcia, (iv) Arthur J.
Gonzalez, (v) Jose R. Gonzalez, (vi) Ana. J. Matosantos, and
(vii) David A. Skeel Jr.

On May 3, 2017, the Commonwealth of Puerto Rico filed a petition
for relief under Title III of the Puerto Rico Oversight,
Management, and Economic Stability Act ("PROMESA").  The case is
pending in the United States District Court for the District of
Puerto Rico under case number 17-cv-01578.  A copy of Puerto
Rico's PROMESA petition is posted at:

         http://bankrupt.com/misc/17-01578-00001.pdf  

The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.

Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose LLP and Hermann D. Bauer, Esq.,
at O'Neill & Borges LLC are onboard as attorneys.

Prime Clerk LLC is the claims and noticing agent.  Prime Clerk
maintains a case web site at:

            https://cases.primeclerk.com/puertorico

Jones Day is serving as counsel to certain ERS bondholders.

Paul Weiss is counsel to the Ad Hoc Group of Puerto Rico General
Obligation Bondholders.


PUERTO RICO: Two Law Firms File FINRA Claim Against UBS Financial
-----------------------------------------------------------------
The Securities Arbitration Law Firm of Klayman & Toskes, P.A.,
www.sueubspuertorico.com, together with Carlo Law Offices, P.S.C.
located in Puerto Rico, on May 5, 2017, disclosed that they filed a
FINRA claim against UBS Financial Services Incorporated of Puerto
Rico and UBS Financial Services, Inc. (collectively "UBS") for $15
million.  The claim has been filed in the wake of Puerto Rico's
recent bankruptcy filing, which is the largest in U.S. Municipal
history.  According to the Claim, the Claimant entrusted his
retirement assets to UBS with an investment objective of current
income and capital preservation. Contrary to these objectives, UBS
concentrated his account in Puerto Rico Government Bonds ("PRGBs")
and its proprietary Puerto Rico closed-end bond funds ("UBS PR
CEBFs"), which are leveraged with UBS Bank USA Loans.

UBS purchased and held for Claimant PRGBs and UBS PR CEBFs, both of
which are closely tied to the performance of Puerto Rico's economy.
The Claimant believed the purchases were consistent with his risk
tolerance.  However, the over concentration in these PRGBs and UBS
PR CEBFs resulted in excessive risks, which were exacerbated by the
use of UBS' Bank Loans.  UBS failed to disclose to Claimant the
risks associated with over concentrating his account in these
securities. Ultimately, the Claimant suffered losses which were
precipitated by margin calls since his illiquid securities were
utilized as collateral.

The sole purpose of this release is to investigate, on behalf of
our clients, the sales practices of UBS in connection with
unsuitable investment recommendations provided to their customers.
Current and former customers of UBS who have information relating
to the investment advice provided by UBS related to Puerto PRGBs
and UBS PR CEBFs, are encouraged to contact Steven D. Toskes of
Klayman & Toskes or Osvaldo Carlo of Carlo Law Offices, at
(787)268-6444, or visit the Web site
http://www.sueubspuertorico.com/

                    About Klayman & Toskes, P.A.

K&T is a national securities law firm which practices exclusively
in the field of securities arbitration and litigation, on behalf of
retail and institutional investors throughout the world in large
and complex securities matters.  The firm represents high
net-worth, ultra-high-net-worth, and institutional investors, such
as non-profit organizations, unions, public and multi-employer
pension funds. K&T has office locations in California, Florida, New
York and Puerto Rico.

                        About Puerto Rico

Puerto Rico is a self-governing commonwealth in association with
the United States.  The chief of state is the President of the
United States of America.  The head of government is an elected
Governor.  There are two legislative chambers: the House of
Representatives, 51 seats, and the Senate, 27 seats.  The
governor-elect is Ricardo Antonio "Ricky" Rossello Nevares, the son
of former governor Pedro Rossello.

In 2016, the U.S. Congress passed PROMESA, which, among other
things, created the Financial Oversight and Management Board and
imposed an automatic stay on creditor lawsuits against the
government, which expired May 1, 2017.

The members of the oversight board are: (i) Andrew G. Biggs, (ii)
Jose B. Carrion III, (iii) Carlos M. Garcia, (iv) Arthur J.
Gonzalez, (v) Jose R. Gonz†lez, (vi) Ana. J. Matosantos, and
(vii) David A. Skeel Jr.

On May 3, 2017, the Commonwealth of Puerto Rico filed a petition
for relief under Title III of the Puerto Rico Oversight,
Management, and Economic Stability Act ("PROMESA").  The case is
pending in the United States District Court for the District of
Puerto Rico under case number 17-cv-01578.  A copy of Puerto Rico's
PROMESA petition is posted at

         http://bankrupt.com/misc/17-01578-00001.pdf

The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.

Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose LLP and Hermann D. Bauer, Esq., at
O'Neill & Borges LLC are onboard as attorneys.

Prime Clerk LLC is the claims and noticing agent.  Prime Clerk
maintains a case web site at
https://cases.primeclerk.com/puertorico

Jones Day is serving as counsel to certain ERS bondholders.

Paul Weiss is counsel to the Ad Hoc Group of Puerto Rico General
Obligation Bondholders.


RENAISSANCE DEVELOPMENT: May Obtain $25,000 From Managing Member
----------------------------------------------------------------
The Hon. Vincent F. Papalia of the U.S. Bankruptcy Court for the
District of New Jersey has granted Renaissance Development, LLC,
authorization to obtain an unsecured loan of up to $25,000 from the
Debtor's managing member, Paolo Rodia, on the terms and conditions
set forth in the motion to be used to make debt service payments to
Oritani Bank.

As reported by the Troubled Company Reporter on March 30, 2017, the
Debtor sought the Court's permission to obtain unsecured credit on
a property in Pompton Plains, New Jersey, owned by another entity
in which the Debtor's managing member has an equity interest.  The
Pompton Plains property is currently unencumbered and it is
expected that the Debtor will be able to obtain sufficient
financing which, when added to the amount that the Debtor's
managing member will contribute to the Debtor, will be sufficient
to payoff Oritani Bank.  The purpose of the Loan is to use the
proceeds to make interest only debt service payments to Oritani
Bank pending a refinancing of the Pompton Plains property.  

                 About Renaissance Development

Renaissance Development LLC owns a five-unit commercial property
located at 301 Hoboken Road, Carlstadt, New Jersey.

The Debtor sought Chapter 11 protection (Bankr. D.N.J. Case No.
16-29215) on Oct. 7, 2016, disclosing under $1 million in both
assets and liabilities.  The Debtor is represented by John P. Di
Iorio, Esq., at Shapiro Croland Reiser Apfel & Di Iorio.


SABRA HEALTH: Fitch Puts BB+ Ratings on Rating Watch Positive
-------------------------------------------------------------
Fitch has placed the 'BB+' ratings of Sabra Health Care REIT
(NASDAQ: SBRA) on Rating Watch Positive upon the announcement that
SBRA will be merging with Care Capital Properties (NYSE: CCP, rated
'BBB-') in a stock-for-stock transaction. Upon completion of the
merger and assuming the issuer completes the requisite financings,
Fitch envisions upgrading SBRA's Long-Term IDR to 'BBB-'.

KEY RATING DRIVERS

Merger Improves Tenant Diversification / Relevance: The merger
between SBRA and CCP meaningfully addresses some of the factors
that Fitch had previously indicated could result in positive
momentum on the ratings of both issuers, particularly SBRA. The
primary factors behind SBRA's 'BB+'Long-Term IDR have been tenant
concentration, asset concentration (the Forest Park Medical Center
hospitals that SBRA owned at initiation) and relative access to
capital. As asset concentration is no longer a consideration, this
transaction reduces the largest tenant (Genesis HealthCare) from
approximately 1/3 of net operating income to the low teens, and the
larger scale should result in a more relevant REIT to the capital
markets. While this transaction negates a significant portion of
SBRA's progress diversifying from skilled nursing, Fitch has and
continues to consider pure-play skilled nursing REITs as investment
grade caliber (e.g. CCP and OHI), provided leverage is low and the
portfolio is diversified by tenants with adequate rent coverage.
Nonetheless, further deterioration in the operating environment for
skilled nursing could result in negative momentum on the ratings.

Leverage Neutral Transaction: Fitch expects the transaction will be
leverage neutral at approximately 5x given the stock-for-stock
consideration and similar pre-merger leverage profiles and
financial policies. Fitch continues to expect that SBRA will
operate with leverage between 4.5x to 5.5x. Fitch does not envision
meaningful synergies beyond G&A. Similarly, Fitch expects
unencumbered asset coverage of unsecured debt will be unchanged in
the high 1x to low 2x range assuming a 10% to 12% cap rate.

Improved Capital Markets Relevance: While Fitch views portfolio
quality more so than size as one of the most important
differentiators between high yield and investment grade REITs,
Fitch nonetheless recognizes that larger REITs are more relevant in
the capital markets and therefore have better access to capital. At
a combined enterprise value of $7 billion, Fitch expects SBRA will
have increased importance to its bank lending group. More
importantly, the combined entity's debt load should be sufficient
to allow it to issue bonds with enough issue liquidity and
frequency to have more relevance to debt investors.

Still Immature Capitalization: The aforementioned improved access
to capital will be important for SBRA to address what will still be
an immature capitalization at the time that the deal closes. Fitch
expects SBRA will continue to rely on bank debt (approximately half
of total debt pro forma) and have bullet maturity risk in 2022,
when approximately 1/3 of debt will mature. The Rating Watch
Positive that signals an investment grade rating is likely when the
deal closes and assumes SBRA will make material strides in
transitioning to a more mature capital stack. SBRA's cost and
access to capital will likely be on the weaker end of the
investment grade REIT spectrum, and sentiment will continue to be
driven by tenant fundamentals.

SNF Headwinds Persist: While the merger improves SBRA's tenant
diversification (a credit positive), it also increases the skilled
nursing segment and weakens most quality metrics (i.e. tenant
coverage and occupancy). Quality dilution is inherently a credit
negative as it implies the likelihood of a lease default /
reduction is higher, which is of increasing relevance given the
continued headwinds for skilled nursing operators. Fitch expects
skilled nursing revenues and profitability will continue to be
constrained by volume shifting to other settings, shorter stays,
price growth that either doesn't keep up with inflation or that is
under pressure (depending on payor) and expense growth (i.e. rent
and labor).

Well-Positioned Management Team: Fitch views the SBRA management
team as well suited to assess and work with tenants given their
skilled nursing operator background. Fitch views healthcare REITs
generally, and SBRA specifically, as increasingly realistic about
the persistence of these pressures. Recognizing that leases are
typically the largest form of financing operators have, REITs have
proactively worked with tenants providing rent concessions and
other forms of relief that have modest to negligible effects to the
REIT's EBITDA. The willingness to proactively incur some dilution
to reduce the likelihood of larger issues over the long-term is a
prudent step that Fitch views favourably.

Preferred Stock Notching: The two-notch differential between SBRA's
IDR and preferred stock rating is consistent with Fitch's criteria
for corporate entities with an IDR of 'BB+'. Based on Fitch
research on 'Treatment and Notching of Hybrids in Nonfinancial
Corporate and REIT Credit Analysis', available at
'www.fitchratings.com', these preferred securities are deeply
subordinated and have loss absorption elements that would likely
result in poor recoveries in the event of a corporate default.

DERIVATION SUMMARY

The Positive Watch and 'BBB-' IDR would likely result upon its
resolution reflects what will be a skilled-nursing focused REIT
with good tenant diversification, strong financial policies and the
scale necessary to be a meaningful issuer in the debt and equity
capital markets. The ratings are limited by what will remain a
still immature debt capital stack given some debt maturity
concentrations and a higher utilization of bank debt than similarly
rated peers.

KEY ASSUMPTIONS

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

-- The transaction closes in 4Q17 on a leverage neutral basis
    with CCP's debt being either assumed or refinanced;
-- The issuer's financial policies are unchanged with leverage
    sustaining between 4.5x to 5.5x;
-- The issuer will begin to make material efforts to reduce its
    reliance on bank debt by issuing senior unsecured notes.

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action

-- Fitch expects to resolve the Positive Watch with an upgrade to
'BBB-' upon the closing of the transaction (which may take longer
than six months) and provided the issuer assumes or refinances
CCP's debt without any material changes to the tenor, type or
security of the debt. That is, the issuer will not use short-term
bridge financing, a large secured financing, or increase debt
maturity concentration beyond what is described above.

-- Assuming the upgrade, Fitch expects the issuer will be a
skilled nursing focused REIT that operates with leverage between
4.5x to 5.5x.

Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action

-- An affirmation of the Long-Term IDR at 'BB+' could result from
the issuer not completing the transaction as expected, increasing
bullet maturity risk, encumbering a significant portion of the
portfolio or should Fitch's view of REITs' ability to manage
through skilled nursing headwinds change.

LIQUIDITY

Bank Debt & Disposition Proceeds: SBRA's liquidity is primarily its
$26 million of readily available cash, pending disposition proceeds
from the Genesis asset sales and $474 million of availability under
its revolving credit facility as of Dec. 31, 2016. As there is no
cash component to the consideration being paid (beyond ordinary
expenses), Fitch assumes SBRA will either assume or refinance all
of CCP's debt.

FULL LIST OF RATING ACTIONS

Fitch has placed the following ratings on Rating Watch Positive:
Sabra Health Care REIT, Inc.
-- Long-Term IDR 'BB+';
-- Cumulative redeemable preferred stock 'BB-/RR6'.

Sabra Health Care Limited Partnership
-- Long-Term IDR 'BB+';
-- Unsecured revolving credit facility 'BB+/RR4';
-- Unsecured term loan 'BB+/RR4';
-- Senior unsecured notes 'BB+/RR4'.

Sabra Canadian Holdings, LLC
-- Senior guaranteed term loan 'BB+/RR4'.



SABRA HEALTH: Moody's Puts Ba3 CFR on Review
--------------------------------------------
Moody's Investors Service placed all ratings of Sabra Health Care
REIT, Inc. on review up and all ratings of Care Capital Properties,
LP on review down following the announcement that the REITs had
reached a definitive agreement to merge. The all-stock transaction
is valued at $7.4 billion, including the assumption of debt, and
Sabra will be the surviving entity.

The following ratings were placed on review for upgrade:

Issuer: Sabra Health Care REIT, Inc.

Long term corporate family rating at Ba3

Preferred stock rating at B2

Issuer: Sabra Health Care Limited Partnership

Senior unsecured rating at Ba3

The following ratings were placed on review for downgrade:

Issuer: Care Capital Properties, LP

Long term issuer rating at Baa3

Senior unsecured rating at Baa3

RATINGS RATIONALE

The review for upgrade of Sabra's ratings reflects reduced tenant
concentration, stronger cash flow metrics and increased size and
scale at the combined company. Sabra's exposure to its largest
tenant, Genesis Healthcare, Inc., will decline to 11% of total cash
NOI post-merger from 32% at YE16. Moody's also expects improvement
to Sabra's credit metrics following the merger including modestly
lower leverage and higher fixed charge coverage. Finally, the
increased size and scale of the combined entity will improve its
cost of capital and provide a competitive advantage for future
growth.

The benefits of this transaction are mitigated by the exposure to
skilled nursing facilities, which for the combined entity will be
73% of annualized proforma revenue compared to 57% at YE16 for
Sabra. The private pay mix for the combined entity will be 36% of
annualized proforma revenue compared to 64% at YE16 for Sabra. The
SNF industry is facing several challenges right now, including
pressure on occupancy and rates as reimbursement models shift more
towards value-based care. In addition, nursing shortages across the
country are increasing SNF's labor costs. These factors have
resulted in pressure on profits at nursing homes. The merger
between Sabra and Care Capital will result in SNF EBITDAR coverage
for the combined entity of 1.32x compared to 1.52x at Sabra as of
YE16, which excludes tenants with meaningful credit enhancements
through corporate guarantees.

The review for downgrade of Care Capital's ratings reflects the
expectation of modest deterioration in credit metrics, including
higher leverage and lower fixed charge coverage. Sabra has
historically operated with net debt/EBITDA above 6.0x and has only
recently reduced leverage within the past year. Moody's reviews of
both Sabra and Care Capital's ratings will focus on the
consummation of the transaction, the strength of tenant rent
coverage across the combined portfolio, as well as the combined
entity's ultimate capital structure post-merger.

Sabra Health Care REIT, Inc. [Nasdaq: SBRA] owns and invests in
triple-net leased senior housing facilities throughout the US and
Canada. As of YE16 Sabra's portfolio included 97 skilled
nursing/transitional-care facilities, 85 senior housing facilities,
and one acute care hospital. The company's gross asset value as of
YE16 was $2.5 billion.

Care Capital Properties, Inc. (CCP) is a healthcare real estate
investment trust that owns a portfolio of triple-net leased
properties focused on the post-acute skilled nursing facility
sector. On August 18, 2015, CCP began operating as a standalone
public company following the completion of its spin-off from
Ventas, Inc. (NYSE: VTR). As of December 31, 2016, the company had
gross assets of approximately $3.5 billion and owned 345 triple-net
leased SNFs and other healthcare assets operated by private
regional and local care providers; CCP's portfolio has 38 operator
relationships and spans 36 states.

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


SABRA HEALTH: S&P Puts 'BB-' CCR on CreditWatch Positive
--------------------------------------------------------
S&P Global Ratings placed all of its ratings, including its 'BB-'
corporate credit rating on Irvine, Calif.-based health care REIT
Sabra Health Care REIT Inc. and its wholly owned subsidiaries,
Sabra Health Care L.P. and Sabra Capital Corp. (collectively,
Sabra), on CreditWatch with positive implications.

"The CreditWatch placement follows the joint announcement that
Sabra has agreed to merge with Care Capital Properties Inc.  The
transaction is a stock-for-stock deal in which Care Capital
shareholders will receive 1.123 Sabra shares for each Care Capital
share held," said credit analyst Michael Souers.  "Pro forma for
the transaction, ownership will be approximately 59% Care Capital
shareholders and 41% Sabra shareholders.  The companies expect
shareholder approval and closing prior to the end of the third
quarter."

S&P intends to resolve the CreditWatch placement at the close of
the transaction, which it expects to occur late in the third
quarter of 2017.  At that time, S&P will assess the extent of
improvement in the combined entity's competitive position, its
financial policy and S&P's expectations for pro forma credit
metrics to determine the ratings impact of the acquisition.  S&P's
preliminary view is that a two-notch upgrade is the most likely
outcome, assuming continued stable operating performance, the
proposed terms of the deal, and barring unforeseen changes in the
current economic, regulatory or capital market environments.

At the close of the transaction, assuming Care Capital merges into
Sabra and Sabra is the surviving entity, and all of Care Capital's
debt is assumed (or repaid) by Sabra, S&P will subsequently
withdraw the ratings on Care Capital.


SALEM MEDIA: Moody's Rates Proposed $255MM Senior Secured Notes B2
------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Salem Media
Group, Inc.'s proposed $255 million senior secured note due 2024.
The corporate family rating (CFR) was affirmed at B2 and the
probability of default rating (PDR) was upgraded to B2-PD from
B3-PD. The outlook is stable.

Proceeds from the new note and a draw of approximately $10 million
on the new $30 million ABL facility (which will not be rated by
Moody's) will be used to repay the existing term loan B as well as
related expenses. The transaction is expected to extend the
maturity date of its debt, but lead to slightly higher amounts of
debt and interest expense. The upgrade of the PDR to B2-PD from
B3-PD reflects the change in the capital structure to an ABL
facility and senior secured note from an all 1st lien debt
structure. After repayment, the ratings on the existing revolver
due 2018 and term loan B will be withdrawn.

Issuer: Salem Media Group, Inc.

$255 million senior secured note due 2024; assigned a B2, LGD4

Corporate Family Rating affirmed at B2

Probability of Default rating upgraded to B2-PD from B3-PD

Speculative Grade Liquidity (SGL) Rating; downgraded to SGL-3 from
SGL-2

Outlook is Stable

RATINGS RATIONALE

Salem Media Group, Inc.'s B2 CFR reflects the company's high
pro-forma leverage of 5.4x as of Q1 2017 (excluding Moody's lease
adjustments) with mid single digit percentage free cash
flow-to-debt. The company has operations in broadcasting, digital
media, and publishing focused on Christian and conservative
content. Overall broadcast performance is vulnerable to slightly
declining to flat industry ad demand, but Salem's broadcast revenue
is supported by contractual rate increases from block programming
operations. Debt ratings incorporate the company's small revenue
base relative to its broadcasting peers and exposure to cyclical
changes in advertising spending in the mature radio industry,
partially offset by its leading market position in Christian
teaching and talk format. Moody's believes Salem's operating
performance is more stable compared to typical radio broadcasters
due to its block programming segment (roughly 43% of net broadcast
revenue for FY2016). Block programming is less reliant on
advertising dollars due to its contractual and recurring nature.
The station portfolio is largely in the top 25 markets with the
majority of signals on the less attractive AM band. Although the
company has a broad footprint, there is some geographic
concentration as Salem's top two markets (Los Angeles and Dallas)
accounted for roughly 36% of net advertising revenue in 2016. Salem
has a leading position in the niche religious format, with limited
direct competition for similar programming, although the company
competes for consumer time and attention with a wide variety of
news/information media and leisure activities. Event risk is
slightly elevated by continued modest sized tuck-in acquisitions of
broadcasting and non-broadcasting assets.

Salem has adequate liquidity as reflected in the SGL3
speculative-grade liquidity rating and is supported by a proposed
$30 million ABL facility due 2022 that is expected to have
approximately $10 million drawn at closing. Cash on the balance
sheet is expected to be minimal. Free cash flow was over $20
million in 2016, and is anticipated to be slightly less pro-forma
for the transaction after dividends of $6.7 million and capex spend
of approximately $8.7 million. Moody's expects free cash
flow-to-debt to be in the mid single digit percentage range and
that the company will target returning approximately 20% of free
cash flow to shareholders. The ABL facility is available to fund
daily working capital requirements as needed and the balance drawn
pro-forma for the transaction is expected to be repaid in the next
twelve months. Salem's alternative liquidity is limited as the vast
majority of stations are AM signals which are less attractive given
that most listenership has migrated to the FM band.

The stable outlook reflects Moody's views that revenue will be flat
to up slightly in 2017 with support driven by its block programming
and recent acquisitions. Despite expectations of relatively flat
EBITDA, Moody's anticipates slight de-leveraging over the course of
the year aided by the repayment of the outstanding ABL revolver
balance.

Ratings could be upgraded if debt-to-EBITDA is sustained
comfortably under 4.5x (excluding Moody's lease adjustments) with
free cash flow-to-debt in the low double-digit percentage range.
Salem would also need to demonstrate consistent organic revenue and
EBITDA growth as well as maintain a good liquidity profile.

Ratings could be downgraded if debt-to-EBITDA increased above 6.0x
(excluding Moody's lease adjustments) or if free cash flow-to-debt
were to deteriorate to less than 2%. Debt financed acquisitions or
more aggressive shareholder distributions resulting in weakened
liquidity could also result in a downgrade.

The principal methodology used in these ratings was Global
Broadcast and Advertising Related Industries published in February
2017.

Salem Media Group, Inc., formed in 1986 and headquartered in
Camarillo, CA, is a religious programming and conservative talk
radio broadcaster (74% of FY2016 revenue) with integrated business
operations including digital media (17%) and publishing (9%). Salem
owns or operates 118 local radio stations (34 FM, 84 AM) in 40
markets, including 73 stations in 23 of the top 25 markets, and its
radio network provides content for approximately 2,900 affiliates.
The Internet business, Salem Web Network, provides digital services
including audio and video web streaming of Christian and
conservative themed content as well as other services. Salem's
publishing business largely publishes books by conservative authors
and offers a self-publishing service. Edward G. Atsinger III (CEO),
Stuart Epperson (Chairman, and brother-in-law of CEO), Edward C.
Atsinger (son of the CEO), Nancy A. Epperson (Chairman's spouse),
and their trusts own a majority of the economic interest in the
company and roughly 84% of voting control through a dual class
share structure with the remaining shares being widely held.
Revenue for the last twelve months ending Q1 2017 were $275
million.


SCOTT RESIDENTIAL: Hires Galloway Wettermark Everest as Attorneys
-----------------------------------------------------------------
Scott Residential Facilities, Inc seeks authorization from the US
Bankruptcy Court for the Southern District of Alabama to employ
Robert M. Galloway and the firm Galloway, Wettermark, Everest &
Rutens, LLP as attorneys.

Professional services to be rendered by the Firm are:

     a. to give the Debtor advice with respect to its powers and
duties as debtor-in-possession in the continued operation of its
business and management of its property;

     b. to protect the interest of the Debtor and
debtor-in-possession in connection with lawsuits filed by the
Debtor;

     c. to prepare for the Debtor as debtor-in-possession such
applications, answers, orders, reports and other legal papers; and

     d. to perform all other legal services for
debtor-in-possession which may be necessary.

Robert M. Galloway attests that the firm represents no interest
adverse to the Debtor as debtor-in-possession or the estate in the
matters in which they are to be engaged and their employment would
be in the best interest of the estate.

The Firm can be reached through:

     Robert M. Galloway
     Galloway, Wettermark, Everest & Rutens, LLP
     3263 Cottage Hill Rd
     Mobile, AL 36606
     Tel: 251 476 4493
     Fax: 251 479 5566
     Email: pwittner@gallowayllp.com

                         About Scott Resiential

Scott Residential Facilities, Inc, based in Mobile, AL, filed a
Chapter 11 petition (Bankr. S.D. Ala. Case No. 17-01441) on April
17, 2017.  Robert M. Galloway, Esq. serves as bankruptcy counsel.


SEARCHMETRICS INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Searchmetrics Inc.
        1100 Park Place, Suite 150
        San Mateo, CA 94403

Case No.: 17-11032

Business Description: Searchmetrics Inc., a wholly owned
                      subsidiary of Searchmetrics GmbH, develops
                      search analytics software solutions.  It
                      offers Searchmetrics Suite, a SaaS solution
                      that provides companies with a view of the
                      search engine optimization (SEO) performance
                      of their Websites, as well as the search
                      strategies of their competitors; and SEO
                      consulting through its network of partners.
                      The Company has over 100,000 users  
                      worldwide, many of whom are respected brands
                      such as T-Mobile, eBay and Siemens.

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

Chapter 11 Petition Date: May 8, 2017

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

Judge: Hon. Christopher S. Sontchi

Debtor's Counsel: William E. Chipman, Jr., Esq.
                  CHIPMAN BROWN CICERO & COLE, LLP
                  Hercules Plaza
                  1313 North Market Street, Suite 5400
                  Wilmington, DE 19801
                  Tel: 302-295-0193
                  Fax: 302-295-0199
                  E-mail: chipman@chipmanbrown.com

                    - and -

                  Mark D. Olivere, Esq.
                  CHIPMAN BROWN CICERO & COLE, LLP
                  Hercules Plaza
                  1313 North Market Street, Suite 5400
                  Wilmington, DE 19801
                  Tel: 302-295-0195
                  Fax: 302-295-0199
                  E-mail: olivere@chipmanbrown.com

Debtor's
Litigation
Counsel:          DLA PIPER LLP (US)

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Wayne P. Weitz, chief restructuring
officer.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/deb17-11032.pdf


SECURED ASSETS: Hires Dickinson to Sell Nevada Condo Unit for $75K
------------------------------------------------------------------
Secured Assets Belvedere Towers, LLC, asks the U.S. Bankruptcy
Court for the District of Nevada to authorize the (i) sale of
condominium Unit 708, APN 007-464-24, located within The Belvedere,
450 N. Arlington Ave., Reno, Nevada, to Qizhii Li and Di Xiong for
$75,000, with a 6,000 incentive towards recurring and non-recurring
closing costs, including but not limited to future HOA fees; and
(ii) employment of Dickson Realty, Inc., for purposes of the sale
of Unit 708.

On Sept. 7, 2017, the Debtor signed a 6-month Exclusive Right to
Sell Contract with Mandie Jensen of Dickson Realty for the sale of
the Debtor's condominium units at the Property.  Ms. Jensen has
been a real estate agent since 2003 and has 14 years of experience
marketing and selling residential real estate and land in the
Northern Nevada Area.  On Jan. 17, 2017, the Debtor signed a new
Exclusive Right to Sell Contract with Dickson Realty for the sale
of its condominium units at the Property.

For sales of units for which there is no buyer's agent, the Listing
Agreement provides, subject to the Court's approval, for a
commission of 3.5% of the gross sales price to be paid to Dickson
Realty which commission will be due and payable only upon the
closing of an approved sale.  The commission rate customarily
charged by Ms. Jensen and Dickson Realty when no buyer's agent is
involved in the sale is 3.5%.

On April 20, 2017, Ms. Jensen listed Unit 708 for sale on the
Multiple Listing Service  with a listing price of $84,000.  On
April 21, 2017, the Debtor finalized an agreement to sell Unit 708
to the Proposed Buyers for $75,000, with a 6,000 incentive towards
recurring and non-recurring closing costs, including but not
limited to future HOA fees.

The additional salient terms of the Agreement are:

   a. The offer is an all cash offer and the Proposed Buyers will
make a $1,000 Earnest Money Deposit;

   b. The Proposed Buyers have waived an appraisal and the sale is
not contingent on the sale of other properties;

   c. The Debtor will pay for title insurance and a home warranty
contract;

   d. The Debtor and the Proposed Buyers will share equally in the
escrow fees and transfer taxes;

   e. The Proposed Buyers will pay for a home inspection;

   f. The Debtor and the Proposed Buyers will share equally in all
HOA transfer fees and set-up fees;

   g. The Debtor will pay for any existing HOA assessments levied;


   h. The Proposed Buyers will pay any HOA assessments levied but
not yet due;

   i. The Proposed Buyers are subject to the current lease terms,
ending July 14, 2017;

   j. Closing will be within five (5) days of Court approval;

   k. The sale is subject to possible overbid pursuant to bidding
procedures as set forth in the Sale Motion; and

   l. A commission of 3.5% of the total purchase price will be paid
to Dickson Realty from the proceeds of the sale.

A copy of the Residential Offer and Acceptance Agreement and the
Listing Agreement attached to the Motion is available for free at:

         http://bankrupt.com/misc/SECURED_ASSETS_446_Sales.pdf

The proposed sale price for Unit 708 is lower than the parameter
set forth in the Pricing List developed by SABT and BTM; however,
this studio unit is smaller than average, is located on the east
side of the Property with a view of the Silver Legacy parking
garage and is located next to an elevator, which results in noise
inside the unit when the elevator is being used.  Given these
factors, the proposed sale price for Unit 708 is directly in line
with all recent comparative sales for studio units of this size.
Additionally, because the Proposed Buyers do not have an agent, the
total commission on the sale is only 3.5% rather than 6%.

Belvedere Debt Holdings, LLC ("BDH") has a first priority security
interest in Unit 708.  By virtue of a Judgment by Confession
recorded in 2014 by Woodburn & Wedge for past due attorneys' fees,
Woodburn & Wedge has a second priority security interest in in Unit
708.  The Debtor asks that the Court approve the sale free and
clear of all liens, claims and encumbrances, with all liens to
attach to the proceeds of sale, which net proceeds will be paid out
of escrow to BDH.

With the Sale Motion, the Debtor asks that the Court approve these
Bidding Procedures for use in conducting the sale:

   a. Bidding at the Sale Hearing: A hearing will be conducted at a
date and time to be established by the Court.  In order to bid at
the Sale Hearing, a party must have qualified as a Qualified
Bidder.

   b. Bidding Price: The Proposed Buyers' offering price in the
Purchase Agreement will be the opening bid.  The sale is to be
approved for an amount not less than the offer.  The initial
overbid increment will be at least $2,000 or comparable offer in
the event of an overbid.  Subsequent bids will be accepted in
increments of $1,000.  The final purchase price will be the highest
qualified bid offered over the Opening Bid Price and accepted at
the auction.

   c. Closing: The Closing will take place as soon as possible
after the Court's order approving the Sale Motion is entered,
including paying the balance of the purchase price and executing
all necessary documents, but in any event, no later than five days
after the Order is entered.  Failure to close timely will
constitute a material breach of the Purchase Agreement, will void
any rights the Proposed Buyers or a successful Bidder may have had
against the bankruptcy estate or any of its assets, including
against the Property, and will permit the Debtor to re-market the
Property and sell it to a third party.

Significant business justification exists for the proposed sale of
Unit 708.  The sale is a continuation of the sales program started
prepetition by the Debtor, which is targeted at selling condominium
units at The Belvedere.  The Debtor has entered into a settlement
with the secured creditor, BDH, and the Debtor's co-obligor on the
Note, BTM, LLC, which the parties have reduced to writing and for
which the Parties are in the process of obtaining Court approval.
The settlement will be incorporated into the Debtor's Second
Amended Chapter 11 Plan.  The settlement contemplates continued
sales and leasing of the Debtor's units to satisfy the outstanding
debt.  Finally, all net proceeds of this sale will be paid to BDH
as payment on the debt.  Accordingly, the Debtor asks the Court to
approve the relief sought.

The Debtor also asks the Court to order that the proposed sale is
not stayed pursuant to Fed. R. Bankr. Pro. 6004(h).  The Unit 708
Proposed Buyers are all cash buyers who are ready to close
immediately.  The Debtor believes that closing as soon as possible
after approval of the sale meets the Proposed Buyers' expectation
and allows for immediate use of the proceeds, which is in the best
interests of creditors and the estate considering that the interest
on the BDH Note is accruing.

               About Secured Assets Belvedere Tower

Reno, Nevada-based Secured Assets Belvedere Tower, LLC, filed a
Chapter 11 petition (Bankr. D. Nev. Case No. 16-51162) on Sept. 19,
2016.  The petition was signed by Gregg Smith.  

The Debtor, a single asset real estate company, disclosed total
assets at $20.4 million and total liabilities at $18.5 million.

The Debtor is represented by Elizabeth A. High, Esq., and Cecilia
Lee, Esq., at
Davis Graham & Stubbs LLP.  

The case is assigned to Judge Gregg W. Zive.


SEGHO TRANS: Hires John F. Sommerstein as Counsel
-------------------------------------------------
Segho Trans., Inc., seeks authorization from the U.S. Bankruptcy
Court for the District of Massachusetts to employ the Law Offices
of John F. Sommerstein, Esq., as counsel.

The Debtor requires the Firm to:

     a. analyze financial situation, and render advice to the
Debtor relating to filing this Petition;

     b. prepare and file of the Chapter 11 petition, and relted
documents, and schedules, statement of affairs, and all subsequent
pleadings in this Court;

     c. represent the Debtor in this Court, and at all meetings of
creditors;

     d. formulate a Debtor's Plan of Reorganization and any
amendments, if warranted;

     e. prepare the Debtor's Disclosure Statement and any
amendments, if warranted;

     f. complete all legal tasks required for confirmation; and

     g. represent the Debtor in any subsequent proceedings under
the Bankruptcy Code.

The Debtor will compensate the Firm at the rate of $375 per hour.

The Firm received a retainer in this case in the amount of $4,500
plus filing fee of $1,717.

John F. Sommerstein, Esq., the Law Offices of John F. Sommerstein,
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.

John F. Sommerstein may be reached at:

     John F. Sommerstein, Esq.
     Law Offices of John F. Sommerstein
     98 North Washington Street
     Boston, MA 02114
     Tel: (617) 523-7474
     E-mail: jfsommer@aol.com

                   About Segho Trans. Inc.

Segho Trans., Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Case No. 17-11373) on April 17,
2017.  The petition was signed by Raymond Kario, president.  At the
time of the filing, the Debtor estimated assets and liabilities of
less than $50,000.


SHORB DCE: Wants to Use East West Cash Collateral Until July 2017
-----------------------------------------------------------------
Shorb DCE, LLC, seeks from the U.S. Bankruptcy Court for the
Central District of California interim authorization to use the
cash collateral of East West Bank.

The Debtor owns an 11-unit apartment building located at 910-912 W.
Shorb Street, Alhambra, CA 91803, which has a current market value
of approximately $3,000,000.  Currently, the Property generates
rental income of $10,120.  The Debtor asserts that it needs the
funds generated from the Property to keep the Debtor in operation
and to pay for its postpetition operating expenses, which is
essential to its successful reorganization.

The Debtor intends to use cash collateral to pay for all necessary
postpetition operating expenses and other normal and necessary
operating expenses of real properties leasing in accordance with
the Budget, pending a final hearing so that the Debtor can continue
ordinary course operation, thereby protecting the Property against
catastrophic loss and to maximize the creditors' recovery.

The 3-month cash flow budget details the expenses by which the
business income will be used by the Debtor for the period of May
2017 through July 2017.  The Debtor expects to incur expenses of
approximately $9,924 per month, or a total $29,773 for the 3-month
period.

The Debtor submits that the Property is encumbered by a first
mortgage in favor of East West Bank, and the current balance of
East West Bank mortgage is $1,102,834.  As of the filing of its
case, the Debtor acknowledges that it is behind in the amount of
$63,787.

The Debtor offers to adequately protect the interests of East West
Bank by: (a) granting post-petition liens on, and security interest
in, the Property of the estate in favor of East West Bank, and (b)
making adequate protection payments to East West Bank in the amount
of $5,566 per month.

A full-text copy of the Debtor's Motion, dated May 2, 2017, is
available at https://is.gd/sjRTDk

                   About Shorb DCE, LLC

Shorb DCE owns an 11-unit apartment building located at at 910-912
W. Shorb Street, Alhambra, CA 91803 with a valuation of $2.6
million.  It is an affiliate of Las Tunas DCE, LLC, which sought
bankruptcy protection on April 6, 2017 (Bankr. C.D. Cal.
17-14239).

Shorb DCE LLC, is California Limited Liability Company owned by
David Kwok and Curt Wang.

Shorb DCE, LLC filed a Chapter 11 petition (Bankr. C.D. Cal. Case
No. 17-14240) on April 6, 2017.  David Kwok, co-manager, signed the
petition.  The case is assigned to Judge Julia W. Brand.  The
Debtor is represented by Kevin Tang, Esq. at Tang & Associates.  At
the time of filing, the Debtor had $2.6 million in assets and $1.22
million in liabilities.


SLUSS & RAY: Has Court's Final Nod to Use Cash Collateral
---------------------------------------------------------
The Hon. Dale L. Somers of the U.S. Bankruptcy Court District of
Kansas entered a final order authorizing Sluss & Ray LLC to use
cash collateral.

These parties may claim an interest upon the cash collateral
resources of the Debtor:

     a. Emprise Bank by reason of a UCC-1 Financing Statement
        filed April 14, 2014, on all inventory, chattel paper,
        accounts, equipment, general intangibles, instruments and
        fixtures;

     b. ASSN Company by reason of a UCC-1 Financing Statement
        filed Nov. 6, 2015, on all assets now owned or hereafter
        acquired and wherever located;

     c. National Funding, Inc., by reason of a UCC-1 Financing
        Statement filed May 17, 2016, on all inventory, chattel
        paper, accounts, accounts receivable, equipment, general
        intangibles, furniture and fixtures; and

     d. Merchant Money Company by reason of a UCC-1 Financing
        Statement filed July 19, 2016, on all proceeds of each
        future sale by the Debtor.

South Central Kansas Economic Development, Inc., may claim an
interest by reason of UCC-1 Financing Statement filed Sept. 21,
2015, on CCWRW, LLC, a related entity of the Debtor, upon all
accessions, accounts, extracted collateral, chattel paper,
commercial tort claims, commingled goods, consumer goods, deposit
accounts, equipment, fixtures, general intangibles, healthcare
insurance receivables, instruments, inventory, investment property,
letter of credit rights money, payment intangibles, proceeds,
software, standing timer.

Emprise Bank has a first security interest upon the cash collateral
assets of the Debtor.

There is insufficient equity to reach the subordinate lienholder
claims of ASSN Company, National Funding, Inc., or Merchant Money
Company.

In addition, these parties may claim an unperfected interest in the
cash collateral:

     a. Behalf, Inc.;
     b. Circleback Lending, Inc.; and
     c. Sofi Lending Corp.

The Debtor will use the cash collateral to make these payments:

     a. payroll expenses estimated in the amount of $4,000;

     b. monthly payment for employment withholding taxes due on
        March 15, 2017, in the amount of $4,600;

     c. sales taxes due on March 25, 2017, in the estimated amount

        of $6,500;

     d. franchise fee to AAMCO Transmission in the amount of
        $3,000;

     e. rent for 703 North West Street in the amount of $2,000;

     f. ongoing utility bills and software licenses for online
        repair expenses, the total of which is $4,000;

     g. adequate protection payment to Emprise Bank and Small
        Business Administration due March 11, 2017, in the amount
        of $1,569;

     h. payment to lease consultants in the amount of $450 per
        month for equipment lease payments for tire mounting
        equipment and air compressors;

     i. health insurance in the amount of $2,000 per month;

     j. worker's compensation insurance in the monthly amount of
        $1,800; and

     k. merchant fees on credit card account in the estimated
        amount of $2,000.

The Debtor estimates revenue on a weekly basis of $25,000 to
$30,000.

Emprise Bank will be granted adequate protection in the form of
postpetition lien on all postpetition assets.  Emprise Bank will
receive (i) an additional and replacement continuing valid,
binding, enforceable, non-avoidable, and automatically perfected
postpetition security interest in and lien on any and all presently
owned and hereafter acquired personal property and all other assets
of the Debtor; and (ii) payments from the proceeds from the
liquidation of secured assets to Emprise Bank at the closing of the
sale of any transaction.

The adequate protection superpriority claim of Emprise Bank will
have priority over all administrative expenses and unsecured claims
against the Debtor and its estate.

A copy of the court order and the budget is available at:

          http://bankrupt.com/misc/ksb17-10301-71.pdf

                    About Sluss & Ray

Sluss & Ray LLC, d/b/a Amaco, d/b/a C & M Empire, LLC, d/b/a
Aamcot, LLC, d/b/a CCWRW, LLC, operates three AAMCO franchise
transmission shops in Wichita, Kansas.  

The Debtor filed a Chapter 11 petition (Bankr. D. Kan. Case No.
17-10301) on March 9, 2017.  Chad Raymond, Owner, signed the
petition.  The case is assigned to Judge Dale L. Somers.  The
Debtor is represented by Edward J. Nazar, Esq. at Hinkle Law Firm,
L.L.C.  At the time of filing, the Debtor had $86,340 in total
assets and $1.22 million in total liabilities.


SONSVEST LLC: Taps McCarthy Reynolds & Penn as Bankruptcy Counsel
-----------------------------------------------------------------
Sonsvest, LLC seeks approval from the US Bankruptcy Court for the
District of South Carolina to employ McCarthy, Reynolds, & Penn,
LLC as bankruptcy counsel.

Professional services that the Firm will render are:

     a. advise the Debtor of its rights, powers and duties;

     b. attend meetings with the Debtor and hearings before the
Court;

     c. assist other professionals retained by the Debtor in the
investigation of the acts, conduct, assets, liabilities and
financial condition of the Debtor, and any other matters relevant
to the case or to the formulation of a plan of reorganization or
liquidation;

     d. investigate the validity, extent, and priority of secured
claims against the Debtor's estate, and investigating the acts and
conduct of such secured creditors and other parties to determine
whether any causes of action may exist;

     e. advise the Debtor with regard to the preparation and filing
of all necessary and appropriate applications, motions, pleadings,
draft orders, notices, schedules, and other documents, and
reviewing all financial and other reports to be filed in these
matters;

     f. advise the Debtor with regard to the preparation and filing
of responses to applications, motions, pleadings, notices and other
papers that may be filed and served in these chapter 11 cases by
other parties; and

     g. perform other necessary legal services for and on behalf of
the Debtor that may be necessary or appropriate in the
administration of these chapter 11 cases.

Current hourly rates for the attorneys are:

     G. William (Bill) McCarthy, Jr.  $425.00
     Daniel J. (D.J.) Reynolds, Jr.   $325.00  
     W. Harrison Penn                 $300.00

W. Harrison Penn, partner of McCarthy, Reynolds, & Penn, LLC,
attests that his Firm is a "disinterested person" as that term is
defined in 11 U.S.C. Sec. 101(14).

The Firm can be reached through:

     W. Harrison Penn, Esq.
     McCarthy, Reynolds, & Penn,LLC
     1517 Laurel Street
     Columbia, SC 29201
     Phone: (803) 771-8836
     Fax: (803) 753-6960
     Email: hpenn@mccarthy-lawfirm.com

                     About Sonsvest Holdings, LLC

Sonsvest Holdings, LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. S.C. Case No. 17-01698) on April 4, 2017.  The Hon.
David R. Duncan presides over the case. McCarthy, Reynolds & Penn,
LLC represents the Debtor as counsel.

The Debtor disclosed total assets of $1.85 million and total
liabilities of $1.42 million. The petition was singed by Fred J.
McCutcheon, Sr., owner.


SPARTAN SPECIALTY: Seeks Approval of Hamilton Cash Collateral Deal
------------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York will hold a hearing on May 19, 2017 at 10:00
a.m. to consider Fund Recovery Services, LLC's request for approval
of its Stipulation and Agreement with Hamilton Funding I LLP and
Barry Kostiner, resolving the Debtor's Motion for Use of Cash
Collateral and Fixing Amount of Secured Claim.

The Debtor submits that it is a party to a certain entered into a
Loan and Security Agreement, together with Hamilton Funding and
Fintech Asset Management, LLC -- the sole member of the Debtor,
which is managed by Mr. Kostiner.

The Debtor relates that Hamilton Funding filed an objection to its
motion for interim usage of cash collateral which sought authority
to use up to $135,500 per month to maintain the operation of the
Debtor's business. Among other things, Hamilton Funding's objection
to the cash collateral motion, alleged that adequate protection
payments were being used to make payments to insiders and
professionals and asserting a secured claim of $3,045,621.

The Debtor notes that the Court has approved the interim usage of
cash collateral in the amount of $7,500 per week to pay for
operating expenses pending final hearing. The Debtor alleges that
while a final on the cash collateral motion has been pending, the
Debtor, Hamilton Funding and Mr. Kostiner have engaged in
significant

The Debtor, Hamilton Funding and Mr. Kostiner have engaged in
significant good-faith negotiations to resolve all outstanding
issues with respect to the Debtor's Chapter 11 case, including
resolving the cash collateral motion and the amount of Hamilton
Funding's claim. Eventually, the Parties have agreed to resolve all
outstanding issues and agreed to enter into the Stipulation. The
Stipulation would also require dismissal of the Debtor's Chapter 11
case. As such, the Debtor has filed its motion to dismiss
contemporaneously with the cash collateral motion.

The material terms of the Stipulation are as follows:

     (a) Hamilton Funding's claim will be fixed in the amount of
$3,045,621;

     (b) The Debtor will initially pay Hamilton Funding $1,000,000
within two days of the effective date of the Stipulation. The
outstanding principal will then be reduced to $2,045,621. The
Debtor will also pay $125,000 in satisfaction of outstanding legal
fees, within 30 days of the effective date.

     (c) The Reduced Principal Amount will accrue interest after
the effective date at 20% per annum. After the Initial Settlement
Payment and Legal Fees are paid, the Debtor may pay, on or prior to
the 15th month anniversary of the effective date, the total
additional sum of $1,400,000 in satisfaction of the Reduced
Principal Amount including the accrued and unpaid interests,
otherwise, the Reduced Principal Amount will continue to accrue
until it has been paid in full.

     (d) The Debtor may use cash collateral up to $10,000 per month
for the first six months following effective date to pay for
salaries of the Debtor's employees. The Debtor may continue to use
cash collateral for an additional six months if the Debtor pays
$500,000 or more to Hamilton Funding during the Initial Measuring
Period. The Debtor may continue to use cash collateral for an
additional three months if the Debtor pays $500,000 or more to
Hamilton Funding during the Second Measuring Period. Finally, the
Debtor may use cash collateral without further consent or approval
from Hamilton if the Debtor pays $400,000 or more to Hamilton
Funding during the Third Measuring Period.

     (e) The Debtor will find a new loan servicer to service its
Portfolio within three months after effective date, on terms and
conditions acceptable to Hamilton Funding. All servicing decisions
will be subject to approval by Hamilton Funding so long as the
Outstanding Amount remains due and outstanding.

     (f) Hamilton Funding will provide a general relapse to the
Debtor and Mr. Kostiner upon the satisfaction of the Debtor's
obligations.

     (g) Hamilton Funding will provide a release to Mr. Kostiner
upon payment of the Initial Settlement Payment and Legal Fees,
subject to the terms of the Stipulation.

     (h) The Debtor will provide a general release to Hamilton
Funding as of the effective date.

     (i)  The Debtor will move to dismiss its Chapter 11 case.

A full-text copy of the Debtor's Motion, dated April 28, 2017, is
available at https://is.gd/DyDTlN

                 About Spartan Specialty

Spartan Specialty Finance I SPV, LLC, is a Delaware Limited
Liability Company formed for the sole purpose of acquiring and
servicing a portfolio of loans made by third party marketplace
lenders.  The Portfolio consists principally of small (under
$10,000) unsecured loans that provide capital to borrowers with
sub-par credit who would otherwise be foreclosed from the lending
marketplace.

The sole member of the Debtor is Fintech Asset Management, LLC,
which is managed by Barry Kostiner.

Spartan Specialty Finance I SPV, LLC, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
16-22881) on June 29, 2016.  The petition was signed by Barry
Kostiner, member.  The case is assigned to Judge Robert D. Drain.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.

The Debtor is represented by A. Mitchell Greene, Esq., at Robinson
Brog Leinwand Greene Genovese & Gluck P.C.


SQUARETWO FINANCIAL: U.S. Trustee Objects to Plan Confirmation
--------------------------------------------------------------
Jonathan Randles, writing for The Wall Street Journal Pro
Bankruptcy, reported that U.S. Trustee William Harrington objected
to the proposed plan of reorganization filed by SquareTwo Financial
Services Corp., complaining that a provision would eliminate its
consumer liability.

According to the report, the U.S. Trustee took aim at provisions in
the proposed chapter 11 plan that would release officers and
directors of SquareTwo from potential liability arising from
federal and state consumer protection laws.  Regulators in Colorado
and Oregon have also objected to the plan, the report noted.

In court papers, Mr. Harrington said firms such as SquareTwo and
its CACH LLC subsidiary often use aggressive tactics to collect old
debts, and if the Plan is approved as is, the plan would eliminate
outstanding liability against SquareTwo while providing individuals
with legal claims against the company without anything in return,
the report related.

Consumers are likely unaware that SquareTwo is in bankruptcy and
don't understand how their right to defend themselves could be
affected if the chapter 11 plan is approved, Mr. Harrington said,
the report further related.

"Typically, prepackaged plans that come before the court involve an
exchange of a debtor's secured debt for equity with the unsecured
creditors generally riding through the bankruptcy unaffected," the
Journal cited the U.S. Trustee as saying in the objection.  "Not so
here, where unsecured creditors may suffer real harm by not having
been given an opportunity to vote on the releases contained in the
plan."

Mr. Harrington said the plan cannot be approved as is because
unsecured creditors would be better off if SquareTwo were simply
liquidated, the report further related.

                  About SquareTwo Financial

SquareTwo Financial Services Corporation, et al.'s primary
business
is to acquire, manage, and collect charged-off consumer and
commercial accounts receivable, which are accounts that credit
issuers have charged off as uncollectible, but that remain owed by
the borrower and subject to collection.

The Debtors filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 17-10659) on March 19, 2017.  The petition was
signed by J.B. Richardson, Jr., authorized signatory.

The Debtors are represented by Matthew A. Feldman, Esq., Paul V.
Shalhoub, Esq., Robin Spigel, Esq., and Debra C. McElligott, Esq.,
at Willkie Farr & Gallagher LLP, in New York.  The Debtors' CCAA
Counsel is D.J. Miller, Esq., Asim Iqbal, Esq., and Mitch
Grossell,
Esq., at Thornton Grout Finnigan LLP, in Toronto, Ontario.

The Debtors' Restructuring Advisor is Alixpartners, LLP;
Investment Bankers are Keefe, Bruyette & Woods, Inc., and Miller
Buckfire & Co.  The Debtors' claims and noticing agent is Prime
Clerk LLC.

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


SUNIVA INC: Hires Garden City Group as Claims and Noticing Agent
----------------------------------------------------------------
Suniva Inc. seeks authorization from the US Bankruptcy for the
District of Delaware to employ Garden City Group, LLC as claims and
noticing agent.

Services to be rendered by GCG are:

     (a) prepare and serve required notices and documents in these
chapter 11 cases in accordance with the Bankruptcy Code and the
Bankruptcy Rules in the form and manner directed by the Debtors
and/or the Court;

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

     (c) maintain (i) a list of all potential creditors, equity
holders and other parties-in-interest and (ii) a "core" mailing
list consisting of all parties described in Bankruptcy Rule
2002(i), (j) and (k) and those parties that have filed a notice of
appearance pursuant to Bankruptcy Rule 9010; update and make said
lists available upon request by a party-in-interest or the Clerk;

     (d) furnish a notice to all potential creditors of the last
date for filing proofs of claim and a form for filing a proof of
claim, after such notice and form are approved by the Court, and
notify said potential creditors of the existence, amount and
classification of their respective claims as set forth in the
Schedules, which may be effected by inclusion of such information
on a customized proof of claim form provided to potential
creditors;

     (e) maintain a post office box or address for the purpose of
receiving claims and returned mail, and process all mail received;


     (f) for all notices, motions, orders or other pleadings or
documents served, prepare and file or cause to be filed with the
Clerk an affidavit or certificate of service within seven (7)
business days of service;

     (g) process all proofs of claim received, including those
received by the Clerk, check said processing for accuracy and
maintain the original proofs of claim in a secure area;

     (h) maintain the official claims register for each Debtor on
behalf of the Clerk;

     (i) implement necessary security measures to ensure the
completeness and integrity of the Claims Registers and the
safekeeping of the original claims;

     (j) record all transfers of claims and provide any notices of
such transfers as required by Bankruptcy Rule 3001(e);

     (k) relocate, by messenger or overnight delivery, all of the
court-filed proofs of claim to the offices of GCG, not less than
weekly;

     (l) upon completion of the docketing process for all claims
received to date for each case, turn over to the Clerk copies of
the Claims Registers for the Clerk's review;

     (m) monitor the Court's docket for all notices of appearance,
address changes, and claims-related pleadings and orders filed and
make necessary notations on and/or changes to the Claims Register;

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

     (o) if these chapter 11 cases are converted to cases under
chapter 7 of the Bankruptcy Code, contact the Clerk's office within
three (3) days of notice to Prime Clerk of entry of the order
converting the cases;

     (p) 30 days prior to the close of these chapter 11 cases, to
the extent practicable, request that the Debtors submit to the
Court a proposed order dismissing Prime Clerk as Claims and
Noticing Agent and terminating its services in such capacity upon
completion of its duties and responsibilities and upon the closing
of these chapter 11 cases;

     (q) within seven days of notice to Prime Clerk of entry of an
order closing these chapter 11 cases, provide to the Court the
final version of the Claims Registers as of the date immediately
before the close of the chapter 11 cases;

     (r) at the close of these chapter 11 cases, (i) box and
transport all original documents, in proper format, as provided by
the Clerk’s office, to (A) the Philadelphia Federal Records
Center, 14700 Townsend Road, Philadelphia, PA 19154 or (B) any
other location requested by the Clerk's office; and (ii) docket a
completed SF-135 Form indicating the accession and location numbers
of the archived claims; and

     (s) provide such other related claims and noticing services as
the Debtor may require in connection with the chapter 11 case.

GCG hourly billing rates are:

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

Angela Ferrante, SVP of Garden City Group, LLC, attests that GCG is
a “disinterested person” as that term is defined in section
101(14) of the Bankruptcy Code.

                                  About Suniva, Inc.

Founded in 2007 by Dr. Ajeet Rohatgi, Suniva, Inc. --
http://www.suniva.com/-- is a manufacturer of PV solar cells with
manufacturing facilities at its metro-Atlanta, Georgia headquarters
as well as in Saginaw, Michigan.

Impacted by Chinese manufacturers who are able to flood the U.S.
market for solar cells and modules with cheap imports, Suniva,
Inc., filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 17-10837) on April 7,
2017.

The Hon. Kevin Gross is the case judge.  Kilpatrick, Townsend &
Stockton LLP is serving as general counsel to the Debtor.  Potter
Anderson & Corroon LLP is serving as Delaware counsel, with the
engagement led by Stephen R. McNeill, Jeremy William Ryan.  Garden
City Group, LLC, is the claims and noticing agent.

Suniva estimated $10 million to $50 million in assets and $100
million to $500 million in debt.


THINKFILM LLC: Appeals Court Axes David Bergstein's Malpractice Win
-------------------------------------------------------------------
Kat Greene, writing for Bankruptcy Law360, reports that a
California appeals court pulled the plug on a $50 million
malpractice win for David Bergstein, who had sat at the helm of
ThinkFilm LLC.  The court found that the jury's damages
calculations were unconnected to the actual damages Mr. Bergstein
suffered when he was betrayed by Susan Tregub, his former attorney,
which allegedly resulted in the ruin of his companies, Law360
relates.  

                     About Thinkfilm LLC

CapCo Group LLC and four other companies controlled by David
Bergstein are part of a wider network of entities that distribute
and finance films.  Among the approximately 1,300 films they have
the rights to are "Boondock Saints" and "The Wedding Planner."

Several creditors filed for involuntary Chapter 11 bankruptcy
against the companies on March 17, 2010 -- CT-1 Holdings LLC
(Bankr. C.D. Cal. Case No. 10-19927); CapCo Group, LLC (Bankr.
C.D. Cal. Case No. 10-19929); Capitol Films Development LLC
(Bankr. C.D. Cal. Case No. 10-19938); R2D2, LLC (Bankr. C.D.
Calif. Case No. 10-19924); and ThinkFilm LLC (Bankr. C.D. Cal.
Case No. 10-19912).  Judge Barry Russell presides over the cases.
The Petitioners are represented by David L. Neale, Esq., at Levene
Neale Bender Rankin & Brill LLP.

Judge Barry Russell formally declared David Bergstein's ThinkFilm
LLC and Capitol Films Development bankrupt on Oct. 5, 2010.

Mr. Bergstein is being sued for tens of millions of dollars by
nearly 30 creditors -- including advertisers, publicists and the
Writers Guild West.  Five Bergstein controlled companies have been
named in the suit.


TOWN SPORTS: Moody's Revises Outlook to Stable & Affirms Caa2 CFR
-----------------------------------------------------------------
Moody's Investors Service changed the ratings outlook for the debt
of Town Sports International Holdings, Inc. to stable from
negative. At the same time, Moody's affirmed the company's
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) at Caa2 and Caa2-PD, respectively, and its Speculative Grade
Liquidity Rating at SGL-3, while also upgrading the company's
senior secured credit facilities rating to Caa1 from Caa2. Town
Sports' Speculative Grade Liquidity Rating is SGL-3.

According to Moody's analyst David Berge, "Town Sports has made
progress in stabilizing the fee-based portion of its revenue
stream, which is an important early step in the company's recovery.
The ability to grow its membership base while demonstrating the
viability of its pricing strategy in the highly-competitive fitness
club sector will be key to future improvement in the company's
credit profile."

Rating Actions:

Issuer: Town Sports International Holdings, Inc.

Corporate Family Rating, Affirmed at Caa2

Probability of Default Rating, Affirmed at Caa2-PD

Speculative Grade Liquidity Rating, Affirmed at SGL-3

Outlook, Changed to Stable from Negative

Issuer: Town Sports International, LLC

$45 Million Senior Secured Revolving Credit Facility due 2018,
Upgraded to Caa1 (LGD3) from Caa2 (LGD3)

$325 Million ($201 Million Outstanding) Senior Secured Term Loan B
due 2020, Upgraded to Caa1 (LGD3) from Caa2 (LGD3)

Outlook, Changed to Stable from Negative

RATINGS RATIONALE

The outlook for Town Sports ratings has been changed to stable from
negative, in recognition of a moderation, and slight improvement in
operating trends that supports expectations for a more stable
revenue base through 2017, as the company continues to develop its
longer-term pricing strategy while pursuing cost savings
initiatives. Specifically, Moody's cites the company's recent
reports that comparable club sales have picked up 0.7%
year-over-year in Q1 2017, while membership levels continued to
grow modestly. Membership dues revenue increased by approximately
$1 million in this period, which Moody's views as an early sign
that the company is able to maintain its customer base without
significantly lowering pricing going forward. With the help of a
cost-cutting program that the company initiated in 2016,
profitability has improved and is expected to grow further.
Nonetheless, while recent operating statistics are encouraging,
Moody's believes that a moderate level of revenue and earnings
growth over the next few years will be heavily dependent on
successful execution of a disciplined pricing model, demonstrating
that Town Sports can maintain a considerable premium to the
low-price competitors while keeping its club count close to current
levels. As such, uncertainty with respect to sustaining sales
growth is a key factor weighing negatively on the Caa2 CFR.
Therefore, it will be important that the company can demonstrate
several quarters of steady revenue growth, including the resumption
in non-dues based sales (e.g. personal training and ancillary club
revenue), to support higher ratings considerations.

Despite having completed a restructuring of debt in 2016, Town
Sports continues to carry a sizeable amount of obligations. With
total adjusted debt of approximately $700 million, including
Moody's standard adjustments to account for approximately $500
million of operating leases, Moody's estimates debt to EBITDA at
approximately 4.2 times as of March 31, 2017. Even so, this is
relatively low for the Caa2 rating. Interest coverage, with EBITA
to interest of approximately 0.7 times, maps better to ratings.
Moody's does not expects any material reduction in debt beyond
mandatory term loan amortization over the next 12-24 months.
Leverage could rise if the company cannot sustain the lower cost
structures it has recently implemented, or if the company's revenue
base continues to deteriorate, possibly due to persistent pressures
on membership levels.

The ratings also incorporate Town Sports' regional concentration in
the Mid-Atlantic and Northeast US markets, particularly in the New
York City metro area. Also factored into ratings is the competitive
pressure that the company faces from both high-end and low-cost
fitness club operators within its key markets, as well as other
fitness alternatives, which could limit growth opportunities. The
ratings are supported by Town Sports' market position as a
large-scale fitness club operator, strong brand awareness, and
relatively favorable fundamentals for the health and fitness
industry.

The ratings on Town Sports' senior secured credit facilities were
upgraded to Caa1 from Caa2, one notch above the CFR, reflecting a
material amount of first loss that would be absorbed by sizeable
operating leases, per Moody's Loss Given Default Methodology.

The SGL-3 Speculative Grade Liquidity Rating reflects Moody's
expectation that Town Sports will maintain an adequate liquidity
profile over the next 12 months. As of March 31, 2017, the company
had cash balances of $60 million, which Moody's expects will
decline through 2017. Currently, the company has sufficient
liquidity to fund basic cash needs, including $2.1 million of
annual term loan amortization and close to $14 million of annual
cash interest expense, as well as budgeted capital expenditures,
for at least the next 12 to 18 months without relying on external
financing. The company also has an undrawn $45 million revolving
credit facility due 2018 ($3.85 million of outstanding letters of
credit). The facility includes a total leverage covenant that
restricts borrowing capacity under the revolver to 25% of the
committed amount if total leverage (as defined by the Credit
Agreement) is greater than 4.5x. As of December 31, 2016, the
company was slightly below the maximum leverage threshold, which
limits availability under the credit facility. All assets are
encumbered to secure borrowings under the credit facility. The
company could generate cash from the sale of owned club locations,
however it would likely be required to apply a portion of the
proceeds to debt prepayment. Aside from the revolver, the company
has no material debt maturities until the term loan matures in
2020.

The stable ratings outlook reflects Moody's expectation that
operating performance will gradually improve over the next 12
months, with favorable comparable club revenue trends and steady
membership levels.

Ratings could upgraded if the company can achieve steady increases
in membership count and drive robust comparable-club revenue growth
with stronger EBITA margins. As well, the company would need to
demonstrate positive free cash flow generation that ensues from
growth in operating cash flow, without further reduction in capital
spending.

Ratings could be downgraded if the company experiences a material
decline in membership count, or if it faces the necessity of
closing a significant number of unprofitable clubs. Lower ratings
could also be warranted if Town Sports reports a return to a trend
of weakening comparable-club revenue growth, or a deterioration of
its liquidity profile.

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

Town Sports International Holdings, Inc., through its wholly-owned
operating subsidiary Town Sports International, LLC, is one of the
leading owners and operators of fitness clubs in the Northeast and
Mid-Atlantic regions of the United States. As of March 31, 2017,
the company operated 150 fitness clubs under four key regional
brand names: New York Sports Clubs, Boston Sports Clubs, Washington
Sports Clubs, and Philadelphia Sports Clubs, as well as three clubs
in Switzerland. These clubs collectively served approximately
551,000 members as of March 31, 2017. Revenue for the LTM period
ending March 31, 2017 was $395 million.


UNILIFE CORP: Court Okays Bidding Procedures for Assets
-------------------------------------------------------
The Hon. Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware has approved Unilife Corporation, et al.'s
bidding procedures and bid protections in connection with the sale
of substantially all of the Debtors' assets.

Bids must be submitted by June 8, 2017, at 10:00 a.m.  Each bid
must be accompanied by a deposit in the amount of 10% of the Bid's
proposed purchase price to a non-interest bearing escrow account to
be identified and established by the Debtors.  

The Debtors will conduct an auction at 10:00 a.m. (prevailing
Eastern Time) on June 9, 2017.  Any overbid after the auction
baseline bid will be made in increments of at least $100,000 for a
bid for all of the Debtors' assets, and in an amount to be
determined by the Debtors at the auction, for lots.

A sale hearing will be conducted on June 12, 2017, at 10:00 a.m.
(prevailing Eastern Time).

Objections to the sale must be filed by 4:00 p.m. (prevailing
Eastern Time) on June 5, 2017.

Contract objection deadline is June 5, 2017, at 4:00 p.m.

ROS Acquisition Offshore LP and Amgen, Inc., will each be deemed to
be qualified bidders and are not required to make any good faith
deposit to the extent of their credit bid.  

A break-up fee is yet to be determined by the Debtors, but will not
to exceed 3% of the total purchase price offered by the stalking
horse bidder in the stalking horse agreement.  The Stalking Horse
Bidder will be reimbursed with reasonable and actual fees and
expenses incurred as the Stalking Horse Bidder up to $250,000.

A copy of the court order and bidding procedures is available at:

          http://bankrupt.com/misc/deb17-10805-122.pdf

Jeff Montgomery, writing for Bankruptcy Law360, relates that Judge
Silverstein noted that the unsecured creditors have yet to form a
committee under local court rules that would grant the group 60
days to assess the amount and validity of creditor liens or company
claims against creditors.

                   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.


UNILIFE CORP: Hires Duane Morris as Special Counsel
---------------------------------------------------
Unilife Corporation, et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Duane
Morris, LLP, as special corporate, transactional and patent counsel
to the Debtors.

Unilife Corporation requires Duane Morris to:

   a. handle the transactional aspects of the sale in the
      bankruptcy cases;

   b. provide services on securities regulation matters, general
      corporate matters, intellectual property and patent
      matters; and

   c. represent in various litigation matters to the extent
      necessary given the bankruptcy case.

Duane Morris will be paid at these hourly rates:

     Partners                    $455-$1,105
     Counsel                     $405-$1,140
     Associates                  $230-$695
     Paraprofessionals           $185-$435

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

Within the year prior to the Petition Date, the total aggregate
amount of payments Duane Morris received from the Debtors was
$2,200,081.34, including the retainer. Duane Morris held an
unsecured claim of $180,765.35 on account of invoices for legal
services that have not been paid relating to the year prior to
bankruptcy.

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

Richard A. Silfen, partner of Duane Morris, 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.

Duane Morris can be reached at:

     Richard A. Silfen, Esq.
     DUANE MORRIS, LLP
     30 South 17th Street
     Philadelphia, PA 19103
     Tel: (215) 979-1000
     E-mail: rasilfen@duanemorris.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.


UNITED ROAD: Sale of All Assets to Medley for $40M Closed on May 2
------------------------------------------------------------------
United Road Towing, Inc., and affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a notice that the
sale of substantially all assets to prepetition lender Medley
Capital Corp. for $40,000,000 closed on May 2, 2017.

On April 13, 2017, the Court entered a sale order approving (i) the
Debtors' sale of substantially all assets to the Buyer for
$40,000,000; and (ii) the Asset Purchase Agreement with the Buyer.

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

On Feb. 10, 2017, the Debtors filed a motion to sell substantially
all of the Debtors' assets free and clear of any interest in such
property.  

On March 9, 2017, the Court approved bidding procedures in
connection with the sale motion.

On April 10, 2017, the Debtors conducted an auction for the Assets.
At the conclusion of the Auction, the Debtors, designated the bid
submitted by Medley Capital Corp., with any nominee or designee
thereof, including but not limited to URT Acquisition Holdings
Corp., as the successful bid for the Assets.  

                   About United Road Towing

Headquartered in Mokena, Illinois, United Road Towing, Inc. dba
Good Buy Auto Auction, UR Vehicle Management Solutions, Quality
Towing, United Road Vehicle Management Solutions, and dba United
Road Towing-San Antonio -- and its affiliates provide towing,
recovery, impound, and vehicle management solutions services to
both the private and public sector. Through a portfolio of local
and regional brands operating across 10 different regions in eight
different states, the Company dispatches approximately 500,000
tows, manage over 200,000 impounds and sell over 38,000 vehicles
annually across the U.S.

United Road Towing, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 17-10249) on Feb. 6, 2017.

These affiliates filed separate Chapter 11 bankruptcy petitions on
the same day: URT Holdings, Inc. (Bankr. D. Del. Case No.
17-10250), City Towing, Inc. (Bankr. D. Del. Case No. 17-10251),
URS West, Inc. (Bankr. D. Del. Case No. 17-10252), Bill & Wag's,
Inc. (Bankr. D. Del. Case No. 17-10253), Export Enterprises of
Massachusetts, Inc. (Bankr. D. Del. Case No. 17-10254), Pat's
Towing, Inc. (Bankr. D. Del. Case No. 17-10255), Keystone Towing,
Inc. (Bankr. D. Del. Case No. 17-10256), Ross Baker Towing, Inc.
(Bankr. D. Del. Case No. 17-10257), URT Texas, Inc. (Bankr. D.
Del. Case No. 17-10258), Mart Caudle Corporation (Bankr. D. Del.
Case No. 17-10259), Signature Towing, Inc. (Bankr. D. Del. Case
No.
17-10260), WHW Transport, Inc. (Bankr. D. Del. Case No. 17-10261),
URS Southeast, Inc. (Bankr. D. Del. Case No. 17-10262), URS
Northeast, Inc. (Bankr. D. Del. Case No. 17-10263), URS Southwest,
Inc. (Bankr. D. Del. Case No. 17-10264), Fast Towing, Inc. (Bankr.
D. Del. Case No. 17-10265), E&R Towing and Garage, Inc. (Bankr. D.
Del. Case No. 17-10266), Sunrise Towing, Inc. (Bankr. D. Del. Case
No. 17-10267), Ken Lehman Enterprises, Inc. (Bankr. D. Del. Case
No. 17-10268), United Road Towing of South Florida, Inc. (Bankr.
D.
Del. Case No. 17-10269), Rapid Recovery Incorporated (Bankr. D.
Del. Case No. 17-10270), United Road Towing Services, Inc. (Bankr.
D. Del. Case No. 17-10271), Arri Brothers, Inc. (Bankr. D. Del.
Case No. 17-10272), Rancho Del Oro Companies, Inc. (Bankr. D. Del.
Case No. 17-10273), CSCBD, Inc. (Bankr. D. Del. Case No.
17-10274),
UR VMS, LLC (Bankr. D. Del. Case No. 17-10275), URS Leasing, Inc.
(Bankr. D. Del. Case No. 17-10276), and UR Vehicle Management
Solutions, Inc. (Bankr. D. Del. Case No. 17-10277).

The petitions were signed by Michael Mahar, chief financial
officer.

Judge Laurie Selber Silverstein presides over the case.

The Debtors estimated assets of between $10 million and $50
million and debt between $50 million and $100 million.

Daniel J. McGuire, Esq., Grace D. D'Arcy, Esq., and Carrie V.
Hardman, Esq., at Winston & Strawn LLP, serve as Debtors' general
counsel.

M. Blake Cleary, Esq., Ryan M. Bartley, Esq., and Andrew
Magaziner, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as
the Debtors' Delaware counsel.

Getzler Henrich & Associates LLC is the Debtors' financial
advisor.

SSG Advisors LLC is the Debtors' investment banker.

Rust Consulting/Omni Bankruptcy is the Debtors' noticing, claims
and balloting agent.

Andrew R. Vara, Acting U.S. Trustee for Region 3, on Feb. 16,
2017, appointed five creditors to serve on the official committee
of unsecured creditors appointed in the Chapter 11 cases of United
Road Towing, Inc., and its affiliates. The Committee has hired
Pachulski Stang Ziel & Jones LLP as counsel, and Gavin/Solmonese
LLC as financial advisor.


UTTX HOSPITALITY: Case Summary & Unsecured Creditor
---------------------------------------------------
Debtor: UTTX Hospitality LLC
        1804 E Sarah Dewitt Dr
        Gonzales, TX 78629-2602

Case No.: 17-51100

Business Description: The Debtor is a single asset real estate (as
                      defined in 11 U.S.C. Section 101(51B)).  It
                      is a small business debtor as defined in 11
                      U.S.C. Section 101(51D).

Chapter 11 Petition Date: May 9, 2017

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Debtor's Counsel: Sylvester Jerome Williams, Jr., Esq.
                  WILLIAMS REFUGE & MICKEY, PLLC
                  5151 Katy Freeway, Suite 205
                  Houston, TX 77007
                  Tel: 832-364-5999
                  Fax: 832-369-0063
                  E-mail: swilliams@wrmlawfirm.com

Estimated Assets: $0

Estimated Liabilities: $1.14 million

The Debtor's list of creditors who have the 20 largest unsecured
claims and are not insiders contains a single entry: Ozona National
Bank, holding an unsecured claim of $1.14 million.

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

           http://bankrupt.com/misc/txwb17-51100.pdf


VANITY SHOP: Hires Bell Bank as Trustee for ERISA Plan
------------------------------------------------------
Vanity Shop of Grand Forks, Inc., seeks authorization from the U.S.
Bankruptcy Court for the District of South Dakota to employ Bell
Bank f/d/b Bell State Bank & Trust as trustee for ERISA Plan.

At the commencement of the case, the Debtor was the Administrator
of the Vanity Shop of Grand Forks, Inc. Savings and Retirement Plan
(the "Plan"), which is a 401(k) employee benefit plan governed by
ERISA. The Plan was originally effective on June 28, 1983. Vanity,
Inc. has also adopted the Plan.

All of the money contributed to the Plan is held in a trust fund
and the Designated Trustee is Bell Bank f/d/b Bell State Bank &
Trust.

The Debtor intends to terminate the Plan as of May 9, 2017 and,
with the assistance of Bell Bank in its capacity as Designated
Trustee, begin disbursing the benefits to the plan participants in
accordance with the provisions of the Plan.

The Debtor desires to retain and employ Bell Bank as the Designated
Trustee for the Plan and believes that said organization is best
suited to assist the Debtor with terminating the Plan and
disbursing the benefits to the plan participants.

In 2015, the Directed Trustee's fees for assisting the Debtor in
administering the Plan were $16,316. These fees were paid for out
of the Plan assets as allowed by the Plan.

For 2016, the Directed Trustee's fees for assisting with the
administration of the Plan and completion of the 5500 were
$25,912.36. These fees were paid for out of the Plan assets as
allowed by the Plan.

The Directed Trustee's fees for 2017 which would include
termination of the Plan, preparation of the final 5500 and
disbursement of all participant funds to the plan participants is
estimated to be $42,441. These fees would be paid for out of the
Plan assets as allowed by the Plan.

Deanna Linstad, vice president and relationship manager employed by
Bell Bank f/d/b Bell State Bank & Trust, 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.

Bell Bank may be reached at:

     Deanna Linstad
     Bell Bank f/d/b Bell State Bank & Trust
     15 Broadway, Suite 400
     Fargo, ND 58102
     Tel: 701-451-3086
     E-mail: dlinstad@bellbanks.com
     
               About Vanity Shop of Grand Forks, Inc.

Based in Fargo, North Dakota, Vanity Shop of Grand Forks, Inc.
filed a Chapter 11 petition (Bankr. D. N.Dak. Case No. 17-30112) on
March 1, 2017. The petition was signed by James Bennett, chairman
of the Board of Directors. The Hon. Shon Hastings presides over the
case. In its petition, the Debtor estimated $50,000 to $100,000 in
assets and $10 million to $50 million in liabilities.

Caren Stanley, Esq., at Vogel Law Firm, serves as bankruptcy
counsel to the Debtor.

On March 10, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The Committee hired Fox
Rothschild LLP as bankruptcy counsel, BGA Management, LLC, as
financial advisor, and Brady Martz & Associates, PC, as accountant.


VANITY SHOP: Hires Eide Bailly as Auditor for ERISA Plan
--------------------------------------------------------
Vanity Shop of Grand Forks, Inc., seeks authorization from the U.S.
Bankruptcy Court for the District of South Dakota to employ Eide
Bailly, LLP as auditor for the ERISA Plan.

At the commencement of the case, the Debtor was the Administrator
of the Vanity Shop of Grand Forks, Inc. Savings and Retirement Plan
(the "Plan"), which is a 401(k) employee benefit plan governed by
ERISA. The Plan was originally effective on June 28, 1983. Vanity,
Inc. has also adopted the Plan.

The Debtor intends to terminate the Plan as of May 9, 2017 and,
with the assistance of Bell Bank in its capacity as Designated
Trustee, begin disbursing the benefits to the plan participants in
accordance with the provisions of the Plan.

The Debtor desires to employ Eide Bailly, LLP as the independent
auditor for the Plan and believes that said firm is best suited to
assist the Debtor (and the Designated Trustee) with terminating the
Plan. The Plan is required to be independently audited for 2016 and
also for 2017 after all benefits have been disbursed to
participants.

The fee for Eide Bailly, LLP for the 2016 audit is anticipated to
be $8,500. The fee for 2017 is estimated to be $8,750.

Eide Bailly, LLP is requesting a prepayment of $17,259 br deposited
with Eide Bailly, LLP prior to commencing the auditing services as
security.

Corey Enger, CPA, partner at Eide Bailly, 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.

Eide Bailly may be reached at:

      Corey Enger, CPA
      Eide Bailly, LLP
      4310 17th Ave. S.
      Fargo, ND 58108-2545
      Tel: (701) 239-8680
      E-mail: cenger@eidebailly.com

              About Vanity Shop of Grand Forks, Inc.

Based in Fargo, North Dakota, Vanity Shop of Grand Forks, Inc.
filed a Chapter 11 petition (Bankr. D. N.Dak. Case No. 17-30112) on
March 1, 2017. The petition was signed by James Bennett, chairman
of the Board of Directors. The Hon. Shon Hastings presides over the
case. In its petition, the Debtor estimated $50,000 to $100,000 in
assets and $10 million to $50 million in liabilities.

Caren Stanley, Esq., at Vogel Law Firm, serves as bankruptcy
counsel to the Debtor.

On March 10, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The Committee hired Fox
Rothschild LLP as bankruptcy counsel, BGA Management, LLC, as
financial advisor, and Brady Martz & Associates, PC, as accountant.


WALTON INTERNATIONAL: In CCAA Proceedings, E&Y Named as Monitor
---------------------------------------------------------------
Walton International Group Inc. and its affiliated entities
obtained on April 28, 2017, an order from the Alberta Court of
Queen's Bench providing creditor protection under the Companies'
Creditors Arrangement Act.  The initial order authorizes the
Debtors to begin a court-supervised restructuring and grants the
Debtors various relief, including but not limited to a stay of
proceedings against the Debtors and their assets, and the
appointment of Ernst and Young as monitor.

The initial order further provides a stay of proceedings against
Walton Global Investments Ltd., Walton International Group (USA)
Inc. and certain limited partners whose general partners are
Debtors in the CCAA proceedings.

A copy of the initial order granted can be found at
http://www.ey.com/ca/wigi. A copy of the initial order or other
documents may also be obtained by contacting the monitor at 1 (855)
941-1828 or wigi.questions@ca.ey.com

Walton International Group Inc. -- https://www.walton.com -- is
privately-owned real estate investment and development group
concentrating on the research, acquisition, administration,
planning and development of strategically located land in major
North American growth corridors.


WINDTREE THERAPEUTICS: Receives NASDAQ Share Delisting Notice
-------------------------------------------------------------
Windtree Therapeutics, Inc., a biotechnology company focused on
developing aerosolized KL4 surfactant therapies for respiratory
diseases, on May 3, 2017, disclosed that it has received written
notification from the NASDAQ Stock Market ("NASDAQ") that it has
determined to delist the Company's shares from the NASDAQ Capital
Market ("Capital Market"), and will suspend trading in the
Company's shares at the open of business on Friday, May 5, 2017,
since the Company no longer satisfies the Capital Market's listing
requirements, specifically the requirement to maintain a minimum of
$2.5 million in stockholders' equity.  The letter also stated that
NASDAQ will complete the delisting by filing a Form 25 Notification
of Delisting with the Securities and Exchange Commission (SEC).
The Company has filed an application to have its shares quoted on
the OTCQB(R) Market ("OTCQB"), which is operated by OTC Market
Groups Inc., under the symbol "WINT" and anticipates that its
shares will begin to trade on the OTCQB effective Friday, May 5,
2017.

The transition to the OTCQB does not affect the Company's business
operations, including the Company's plans to complete and release
top-line results from the AEROSURF(R) phase 2b clinical trial by
mid‑2017.  The Company will also continue to be registered with
the SEC under the Exchange Act and will continue to file periodic
financial reports that will be available on the SEC's website,
www.SEC.gov.

                   About Windtree Therapeutics

Windtree Therapeutics, Inc. (Nasdaq: WINT) --
http://www.windtreetx.com/-- is a clinical-stage biotechnology
company focused on developing novel surfactant therapies for
respiratory diseases and other potential applications.  Windtree's
proprietary technology platform includes a synthetic,
peptide-containing surfactant (KL4 surfactant) that is structurally
similar to endogenous pulmonary surfactant and novel drug-delivery
technologies being developed to enable noninvasive administration
of aerosolized KL4 surfactant.  Windtree is focused initially on
improving the management of respiratory distress syndrome (RDS) in
premature infants and believes that its proprietary technology may
make it possible, over time, to develop a pipeline of KL4
surfactant product candidates to address a variety of respiratory
diseases for which there are few or no approved therapies.

                     Going Concern Doubt

Windtree Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, disclosing a
net loss of $39.49 million on $2.04 million of revenues for the
year ended December 31, 2016, compared to a net loss of $55.17
million on $987,000 of revenues for the year ended December 31,
2015.

The audit report of Ernst and Young LLP in Philadelphia, Pa., notes
that the Company has recurring losses from operations and has a net
capital deficiency that raise substantial doubt about its ability
to continue as a going concern.

The Company's balance sheet at December 31, 2016, showed total
assets of $9.70 million, total liabilities of $38.53 million, and a
stockholders' equity of -$28.83 million.


WK CAPITAL: INTRUST Buying 3 Pizza Huts Branches for $1 Million
---------------------------------------------------------------
WK Capital Enterprises, Inc. ("WK") and affiliates ask the U.S.
Bankruptcy Court for the District of Kansas to authorize the sale
of real property and personal property to INTRUST Bank, N.A., for
$1,000,000.

The objection deadline is May 16, 2017 at 5:00 p.m. (CDT).

WK is the 100% owner of three operating Pizza Hut entities, Capital
Pizza Huts, Inc. ("CPH"), Capital Pizza Huts of Vermont, Inc.
("CPHV") and Capital Pizza of New Hampshire, Inc. ("CPNH").  CPHV
and CPNH operate all of the Pizza Huts located in their respective
states.  CPH operates selective Pizza Huts restaurant locations in
Tennessee, Virginia, Maine and North Carolina.

The Debtors intend to sell four real estate properties held in fee
title by the respective Debtor and secured to INTRUST Bank under
deeds of trust or mortgages filed of record in the respective
county Register or Recorder of Deeds ("Real Property").  The sale
additionally includes all personal property and equipment located
at the Real Property, except vending machines and coin operated
amusement devices ("Personal Property").

The Real Property is described as follows:

   a. 191 Main Street, Gorham, New Hampshire ("Property #1"): The
present titleholder of record is CPHV.  The source of the title is
a Warranty Deed of BK Acquisitions, Inc. dated Sept. 18, 1992 and
recorded in the Coos County Registry of Deeds at Book 799, Page
827.  Property #1 is subject to the following: (i) first mortgage
to INTRUST Bank recorded on Jan. 31, 2000, at Book 932, Page 170;
(ii) a UCC filing by Amenbal Capital Corp. recorded on Oct. 13,
1999, at Book 926, Page 127; (iii) amended UCC filing by Amenbal
Capital Corp. recorded Oct. 13, 1999, at Book 930, Page 917; (iv)
assignment of UCC filing by American Equipment Leasing recorded on
Jan. 5, 2000, at Book 930, Page 980; (v) UCC filing by American
Equipment Leasing recorded on Jan. 24,2000, at Book 931, Page 861;
(vi) easement Deed from BK Acquisitions, Inc. to Vermont Pizza
Huts, Inc. dated Sept. 18, 1992, recorded at Book 799, Page 833;
and (vii) potential taxes due the Town of Gorham Tax Collector.

   b. 247 Kane Street, Gates City, Virginia 24251 ("Property #2"):
The grantor in the deed of trust is Pizza Hut of Wildwood, Inc.,
now known as CPH under documents of merger and corporate name
change.  Property #2 is subject to the following: (i) a deed of
trust or mortgage granted to INTRUST Bank in the amount of $275,000
recorded at DB 493, Page 455; (ii) Scott County Real Estate Taxes
are paid for the year 2016; (iii) the Town of Gate City Taxes are
paid for the 2015 tax season in the amount of $1,356, but are not
shown as paid for 2016; (iv) a subordination and deed of trust
entered into between CPH, INTRUST Bank and Ampex Brand Pizza of NE
II, Inc. wherein INTRUST Bank subordinated its lien position to
Ampex Brand Pizza of NE II, Inc. in the amount of $300,000 under a
Subordination Deed of Trust and Credit Line Deed of Trust and
Assignment of Rents recorded Jan. 25, 2017 at Book 582, Page
2345-2353 at Scott County Clerk's Office.  This document was filed
subsequent to the filing of this bankruptcy proceeding and is
voidable under 11 U.S.C. Sections 549 and 362 as an unauthorized
post-petition act by this creditor.  Property #2 will be sold free
and clear of this void or voidable interest, vesting title in
INTRUST Bank free and clear of any interest of Ampex.

   c. 535 Cummings Street, Abingdon, Virginia 24210 ("Property
#3"): Th property was titled in the name of Tri-Cities Property
Co., a Kansas partnership by deed from RAG Land Co., a Kansas
limited partnership dated Dec. 15, 1977 and recorded in the Office
of the Circuit Court of Washington County, Virginia in Deed Book
582, Page 132. A subsequent deed conveyed title to Pizza Hut of
Wildwood, Inc. recorded at Book 693, Page 159-161.  Pizza Hut of
Wildwood, Inc. subsequently merged effective Jan. 29, 1985 into
Pizza Hut of Grand Junction, Inc.  On April 16, 1987, Pizza Hut of
Grand Junction, Inc. amended its name to CPH under documents of
record with the Colorado Secretary of State.  The title to Property
#3 is in CPH.  Property #3 is subject to the following: (i) a
mortgage or deed of trust granted to INTRUST Bank in the amount of
$485,000 recorded in Deed Book 1078, Page 399; (ii) easement
agreement granted to Store Master Funding VII, LLC as described in
easement of record in the Office of the Circuit Court Clerk of
Washington County, Virginia as Instrument Number 160006095; (iii)
easement to J.R.N. Chicken Stores, Inc. as described in easement of
record in the Office of the Circuit Court Clerk of Washington
County, Virginia in Deed Book 581, at Page 625; (iv) taxes due
Washington County, Virginia are shown as paid in full; (v) Abingdon
Town taxes are paid in full in the amount of $723 per bi-annual
payment due May 20 and Nov. 20 of each year.

   d. 62 Derry Road, Hudson, New Hampshire 03051 ("Property #4"):
Property #4 is titled in the name of CPNH.  Property #4 is subject
to the following: (i) mortgage to INTRUST Bank, N.A. dated May 12,
1999, in the principal sum of $9,600,000 recorded at Book 6105,
Page 1091, having been assigned via Book 7208, Page 1707; (ii) UCC
filing to INTRUST Bank recorded at Book 6105, Page 0227, with a
continuation statement recorded at Book 7228, Page 1256; (iii) UCC
filing to INTRUST Bank recorded at Book 6303, Page 1703, with a
continuation statement recorded at Book 8223, Page 2074; (iv) UCC
filing to INTRUST Bank recorded at Book 7203, Page 0480; (v) deed
of Earl C. Burton et ux. retained easement rights to Grantor and
then granted easement rights to Grantee, recorded at Book 2639,
Page 783; (vi) easement to State of New Hampshire recorded at Book
6792, Page 2075; and (vii) potential taxes due the Town of Hudson
Tax Collector.

The Real Property is sold subject to all existing ad valorem taxes
and the mortgage lien/deed of trust of INTRUST Bank, which will not
merge with the deed proposed to be issued under the Motion.  The
sale of Real Property and Personal Property will be "as-is,
where-is" with no express or implied warranties or representations,
free and clear of all interests, liens, claims, and encumbrances.
The closing date of the sale is May 26, 2017.

The proposed sale is a valid exercise of the Debtors' business
judgment, and is in the best interest of the estates, their
creditors and all parties-in-interest.  Accordingly, the Debtors
ask the Court to approve the relief sought.

                About WK Capital Enterprises

WK Capital Enterprises, Inc., and its subsidiaries Capital Pizza
Huts, Inc., Capital Pizza Huts of Vermont, Inc., Capital Pizza of
New Hampshire, Inc. are operators of 56 Pizza Hut restaurants in
six states. The central business office location for the operation
of the 56 restaurants is at 3445 North Webb Road, Wichita Kansas.

WK Capital Enterprises and its three units sought Chapter 11
protection (Bankr. D. Kan. Case Nos. 17-10073 to 17-10076) on Jan.
23, 2017. The petitions were signed by Kenneth Jay Wagnon,
president.  WK Capital disclosed $1.82 million in total assets and
$19.52 million in liabilities.

The Debtors tapped Edward J. Nazar, Esq., of Hinkle Law Firm LLC
as
bankruptcy counsel and Dan W. Forker, Jr., Esq., at Forker Suter
Robinson & Bell LLC as co-counsel. The Debtors hired Bradley
Tidemann and JP Weigand & Sons, Inc., as their realtor; and Robert
L. Simmons of MarwillMorgan, LLC, as broker.

No trustee has been appointed in the case.


YELLOW CAB: Taxi Affiliation Tries to Stop Claw Back of $7M
-----------------------------------------------------------
Jessica Corso, writing for Bankruptcy Law360, reports that Taxi
Affiliation Services LLC has moved to prevent Michael Desmond of
Figliulo & Silverman PC, the court-appointed Chapter 7 trustee for
Yellow Cab Affiliation Inc., from recovering $7 million allegedly
taken from estate coffers without authorization from the Bankruptcy
Court.  Law360 relates that Michael Desmond of Figliulo & Silverman
PC, the court-appointed trustee for the Debtor, and an attorney for
TAS appeared in Bankruptcy Court Thursday to set a schedule for
briefing.

                   About Yellow Cab Affiliation

Chicago, Illinois-based Yellow Cab Affiliation, Inc., filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 15-09539) on March
18, 2015.  The petition was signed by Michael Levine, president.

Bankruptcy Judge Hon. Carol A. Doyle presides over the case.
Matthew T. Gensburg, Esq., and Martin S Kedziora, Esq., at
Greenberg Traurig, LLP, and Bruce Zirinksky represent the Debtor in
its restructuring effort.

The Debtor estimated assets at $1 million to $10 million and debt
of $10 million to $50 million.


[*] ADVWG Applauds Investigation Into Asbestos Bankruptcy Trusts
----------------------------------------------------------------
The Asbestos Double-Victims Workgroup (ADVWG) is calling on
additional state officials and federal authorities to join 13
states investigating whether several large national asbestos
bankruptcy trusts are mismanaging funds, including if they failed
to reimburse Medicaid and other medical providers as required in
federal secondary payer laws.

In March, attorneys general from the states of Alabama, Arkansas,
Kansas, Louisiana, Michigan, Montana, Nebraska, Nevada, South
Carolina, South Dakota, Utah, West Virginia, and Wisconsin joined
forces in issuing a Civil Investigation Demand (CID) to four of the
nation's largest bankruptcy trusts.  The trusts did not comply with
the CID which led to the Utah-based lawsuit asking the court to
require compliance.

Those trusts are formed under a law allowing companies with
asbestos liability to emerge from a bankruptcy process solvent
while creating trusts to pay currents and estimated victims.  The
AGs are concerned that negligent management of the trusts is
cutting the amounts available to help victims, a disproportionate
number of whom are veterans, and may not be repaying health care
costs. Those victims may be unaware of possible claw-back actions
coming down the pike.

The multi-state investigation comes on the heels of the "Garlock"
case in North Carolina when a federal judge disclosed that evidence
had been suppressed in all 15 cases where he had allowed specific
discovery.  Both the CID and the Utah lawsuit make clear links to
the Garlock case and represent the first law enforcement action on
the judge's findings.

Statement from Sara Warner, a founding member and spokesperson for
the ADVWG:

"Every day we see health care costs driving national debates, and
the strong showing of 13 AGs demonstrates just how concerning this
situation is.  But sadly, this is not an issue that only pertains
to just these states.  This is a deep seeded problem and the
potential corruption must be fleshed out, and that requires
coordination with more states and even federal involvement.

"The core issue is transparency.  It is due to a lack of
transparency that nobody knows how deep or how costly the fraud
might run.  Transparent compliance with public quarterly filings is
the only answer.  If publicly traded companies face similar
transparency, why not the trusts?

"This seems a step toward exactly what we feared might happen;
asbestos victims are being implicated in the complexities of
potential fraud and many of them are going to be military veterans,
and we simply must get in front of this potential crisis."

       About the Asbestos Double-Victims Workgroup (ADVWG):

The Asbestos Double-Victims Workgroup was formed to explore the
idea that current -- and future -- changes in the asbestos
litigation world are going to impact a very specific group of
victims of asbestos disease -- those who have already gone through
the legal system.  These individuals and their families are already
victims of America's longest-running personal injury challenge; now
they might become victims of the very legal system they turned to
for justice and they may find themselves under scrutiny and even
financial liability for actions taken years ago under advice of
their legal representatives.

Background on the Asbestos Double-Victims Workgroup can also be
found on our website and a recent article by Sara Warner published
on the The Huffington Post.

About the Asbestos Bankruptcy Trusts Complaint:

On March 7, 2017, 13 attorneys general filed a civil lawsuit in
Utah to investigate into whether several large national asbestos
trusts reimbursed Medicaid and other medical providers when they
received settlements and compensated victims.  This lawsuit comes
after the trusts failed to comply with a "civil investigation
demand" letter (see page 13) issued in December 2016.  The letter
states the following:

"…As chief legal officers for our respective states, we are
concerned about potential abuse of the asbestos trusts. Plaintiffs'
attorneys are using the trusts to obtain significant monetary
recovery for claims, even where they would fail in the tort system.
The abuse injures our states by improperly draining the trust
assets, precluding future legitimate claimants from relying on the
trust, and leaving states with the high cost associated with
asbestos-related disease . . . . This evidence suggests that the
trusts are not sufficiently rigorous in scrutinizing their claims.
This lack of oversight also raises questions as to whether the
trusts and claimants attorneys are ensuring that state medical
assistance programs are being reimbursed once the trust pays
claimants who have also received compensation from those
programs…"

The bankruptcy trusts involved include:

   -- Armstrong World Industries Asbestos Personal Injury
Settlement Trust, a Delaware corporation
   -- Babcock & Wilcox Asbestos Settlement Trust, a Delaware
corporation
   -- DII Industries, LLC Asbestos PI Trust, a Pennsylvania common
law trust
   -- Owens Corning/Fibreboard Asbestos Personal Injury Trust, a
Delaware corporation.
   -- The litigation comes as the U.S. Congress is considering
compelling asbestos bankruptcy trusts to adopt a transparent method
of reporting activity.  The Fairness in Class Action Litigation and
Furthering Asbestos Claim Transparency Act of 2017, sometimes
called the FACT Act, the transparency was included in the class
action bill passed by the U.S. House last month (March, 2017).


[*] Bittner to Head Mackinac's Southwest Restructuring Practice
---------------------------------------------------------------
Mackinac Partners, a financial advisory, turnaround management and
restructuring firm, on May 1, 2017, announced the addition of
highly accomplished financial and restructuring advisor John
Bittner to the firm.

Mr. Bittner, based in Dallas, joins the firm as Senior Managing
Director and will lead Mackinac Partners' Southwest Restructuring
Practice.  He has 25 years of experience providing financial
advisory, restructuring and turnaround management services to
Fortune 500 and mid-sized companies and their stakeholders. Bittner
has served as a lead restructuring advisor, interim CEO, CFO , CRO
and Senior VP in representing numerous companies, creditor groups
and stakeholders facing out-of-court restructurings, Chapter 11
proceedings, disputes, operational improvement projects, and both
acquisition and divestiture transactions.

Mr. Bittner has led turnaround and business transformation
initiatives across a wide range of industries including energy,
retail, manufacturing, construction, food and restaurant,
distribution, industrial products, agriculture, and consumer
products.  He has advised numerous companies and stakeholders
during out-of-court restructurings and Chapter 11 proceedings,
including Enron Corporation, Metals USA, Texas Petrochemicals,
Kaiser Gypsum Company, Parallel Energy Trust, Paul Reinhart Inc.
and Idearc/Supermedia.

Mr. Bittner has also served in numerous interim management roles
including Chief Restructuring Officer (CRO) for Deep Marine
Technology, a Houston-based oilfield services company; CRO for HRD
Corporation, a Houston-based chemical manufacturer; Surviving
Officer for Opus West Corporation, a Phoenix-based real estate
developer; and receiver for F. Rodgers Corporation, a northern
California-based construction company.  Mr. Bittner also served as
an advisor and later as a member of the senior management team of
AppleTree Markets, Inc., a mid-sized Houston-based supermarket
chain.  He was an integral member of the senior management team
that helped drive a significant increase in the equity value of the
company upon emerging from Chapter 11.

Mr. Bittner, a licensed CPA in the state of Texas, also has
considerable risk mitigation and litigation support experience and
has provided strategic and financial advisory to companies on key
valuation issues, forensic accounting matters, and litigation
disputes, including InverWorld, Opus West Corporation, and Fleming
Companies.

"We are very pleased to welcome John to our senior management team
at Mackinac Partners," Mackinac Partners Co-founder and Managing
Partner Jim Weissenborn said.  "John has extensive experience in
guiding companies through challenging turnaround and restructuring
scenarios, including the design and implementation of financial and
operational improvements that really drive value in a turnaround."
"John also has considerable industry experience across the oil and
gas, chemicals, agriculture and manufacturing sectors, which will
bolster the continued growth of our Southwest practice,"
Mr. Weissenborn added.

Mr. Bittner previously served as a senior executive for several
leading consulting practices, most recently serving as a Partner in
the Business Recovery Services practice of PwC and as a Partner in
the Corporate Advisory and Restructuring Services practice of Grant
Thornton LLP.  He is a Certified Insolvency & Restructuring Advisor
(AIRA) and a Certified Turnaround Professional (TMA), in addition
to being a CPA in the state of Texas.

                   About Mackinac Partners

Mackinac Partners -- http://www.mackinacpartners.com/-- is a
financial advisory, turnaround management and restructuring firm
that helps clients address and resolve financial and operational
crises and pursue new growth opportunities.  Mackinac Partners
helps clients improve their capital structures and financial
performance, overcome liquidity challenges and improve operations,
enhance their brand performance, improve profitability, achieve new
growth and increase stakeholder value through an array of
strategic, restructuring, M&A and financial advisory services
including:

   -- Turnaround Management & Financial Restructuring
   -- CRO and Interim Management
   -- Strategic, Operational and M&A Services
   -- Business Intelligence, Corporate Security and Cyber Security


[*] Farms Exceed Chapter 12 Bankruptcy Debt Limit
-------------------------------------------------
The American Bankruptcy Institute, citing Bill Tiedje of Iowa
Farmer Today, reported that Joseph Peiffer, who has practiced
bankruptcy law in Cedar Rapids, Iowa, since 1985, said well more
than half of the farmers coming into his office during the past two
years did not qualify for a Chapter 12 bankruptcy because they had
aggregate debts in excess of the current inflation-adjusted limit
of $4,153,150.

According to the report, the debt limit for Chapter 12 bankruptcy
became tied to inflation in 2005. Before that, the limit was $1.5
million, the report said.

"The debt of family farmers has increased far faster than the rate
of inflation," Mr. Peiffer told the news agency.  "That's why the
debt limit, I believe, is too small. I've been advocating to
(increase the aggregate debt limit to) $10 million."

Mr. Peiffer said nearly half of his clients who don't qualify for
the current debt limit would still not qualify with a $10 million
limit, the report related.

Mr. Peiffer said for farms with debts in excess of the limit for
Chapter 12, he is left without his "most powerful tool."  Farms in
default may also file for bankruptcy under Chapter 11 or Chapter 7,
a liquidation bankruptcy, the report added.

Compared to Chapter 11, Chapter 12 filings may have tax and
interest rate advantages for farmers downsizing their operation and
gives creditors less control in approving a repayment plan, Barry
Barash, who also specializes in agricultural bankruptcies in
Galesburg, Ill., told the news agency.


[*] Justin R. Wall Barred From Practicing Law for 30 Days
---------------------------------------------------------
Sam Reisman, writing for Bankruptcy Law360, reports that the
Indiana Supreme Court has barred an Indiana attorney Justin R.
Wall, Esq., from practicing law for 30 days.  According to Law360,
the Supreme Court found that Mr. Wall violated state four
professional conduct rules in his role as a local representative
for Consumer Attorney Services PA that had allegedly fleeced
Hoosier clients.  Law360 relates that Mr. Wall improperly split
fees.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2017.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
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