TCR_Public/170516.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, May 16, 2017, Vol. 21, No. 135

                            Headlines

5 STAR INVESTMENT: Trustee Selling South Bend Property for $33.5K
8760 SERVICE: Hires Merrick Baker as Attorneys
ADVANCED SOLIDS: Sale of Furniture on Consignment Approved
AFFINION GROUP: S&P Raises CCR to 'CCC+' on Debt Exchange
AIMIA INC: S&P Lowers CCR to 'BB+' on Non-Renewal Plans

ALLEN CONSTRUCTION: Hires Thornberry as Attorney
ALLIED CONSOLIDATED: Discloses Additional Sources of Plan Payments
AMAG PHARMACEUTICAL: Moody's Hikes Senior Unsecured Notes to Ba3
APOLLO MEDICAL: May Issue 2.5M Common Shares Under Incentive Plans
ARABELLA EXPLORATION: Whitaker Chalk Represents Former Acting CFO

ATIF INC: Creditors' Panel Hires Messana as Attorneys
ATLANTICA YIELD: S&P Raises Corp. Credit Rating to 'BB-'
AXALTA COATING: Moody's Rates $450MM Senior Secured Term Loan Ba1
AXALTA COATING: S&P Affirms 'BB' CCR; Outlook Remains Stable
B.C.I. FINANCES: Files for Chapter 15 Amid Tax Avoidance Case

BAB METAL: Voluntary Chapter 11 Case Summary
BAIA LLC: Hearing on Plan Outline Approval Set for June 20
BEACH SEAFOOD: Hires Leon A. Williamson, Jr. as Counsel
BEAR FIGUEROA: Hires Giron Law Office as Insolvency Counsel
BLANKENSHIP FARMS: Trustee Selling Assets Thru Alexander Auction

BON-TON STORES: Fails to Comply with Nasdaq Listing Requirements
CAESARS ENTERTAINMENT: NJ Casino Commission Rules on Restructuring
CAPSTONE PEDIATRICS: Latest Plan to Pay Unsecureds in 8 Years
CASINO REINVESTMENT: S&P Affirms BB on 2005 Parking Fee Bonds
CENTRAL GROCERS: Has Court's Nod to Use Cash Collateral

CHALFONT ROCK: Hires Nathan Medvidofsky as Appraiser
CHARLES WALKER: Trustee's Sale of Nashville Property for $210K
CLIFFS NATURAL: Will Take Legal Action Over 'Inaccurate' Comments
COATES INTERNATIONAL: Issues $45K Convertible Note to GS Capital
COO COO'S NEST: Latest Plan Discloses New Source of Funding

CREDITCORP: S&P Lowers ICR to 'CCC' on Increasing Refinancing Risk
CSSH INC: To Pay Unsecured Creditors $195 per Month Under Plan
DAVE'S AUTOMOTIVE: Hires Darby Law as Counsel
DELIVERY AGENT: Wants Plan Exclusivity Extended to July 12
DEWEY & LEBOUEF: Sanders Likely to Appeal on Double Jeopardy

EQUIAN BUYER: S&P Affirms 'B' Rating on Increased Term Loan
ESPLANADE: VEREIT-Led Auction on June 5 Approved
FANNIE MAE: Reports Net Income of $2.77 Billion for First Quarter
FARMACIA SAN JUSTO: Gets Approval of Plan to Exit Bankruptcy
FINJAN HOLDINGS: Hosts Q1 Shareholder Update Call

FLYGLO LLC: Hires Fishman Haygood as Special Counsel
FRANKFORD RESTAURANT: Hires Bielli & Klauder as Counsel
FRANZEN INT'L: Adds New Provision on Treatment of Unsecured Claims
FREEDOM ACADEMY: S&P Raises Rating on 2016 Revenue Bonds to 'BB+'
FTE NETWORKS: Benchmark Head Has 9.18% Stake as of April 20

FTE NETWORKS: Benchmark Principal Reports 18% Stake as of April 20
GARDENS REGIONAL: ASMG Has Deal to Buy Hospital for $6.7 Million
GARRETSON TILE: Hires Jennings Auction Group as Auctioneer
GLOBAL UNIVERSAL: Unsecured Insiders to Recoup 100% Over 12 Months
GRANDPARENTS.COM: Hires EisnerAmper as Financial Advisor

GREAT LAKES: Moody's Affirms B3 Corporate Family Rating
GREAT LAKES: S&P Revises Outlook to Stable & Affirms 'B-' CCR
GREEN FUEL: J. Casey to Retain Interest, Latest Plan Says
HALFWAY TO CONCORD: Hires Watson LLC as Attorney
HANCOCK FABRICS: June 12 Plan Confirmation Hearing Set

HANCOCK FABRICS: Wants Exclusive Solicitation Extended to June 30
HEXION INC: Incurs $42 Million Net Loss in First Quarter
HOLIDAY SUPERMARKETS: Sale of Supermarket Assets for $135K Approved
IHEARTCOMMUNICATIONS INC: Incurs $388 Million Net Loss in Q1
INT'L BANK OF AZERBAIJAN: Files for Court Protection in U.S.

INTERMODAL EQUIPMENT: Rally Buying Dallas Assets for $178K
INTERSTATE PROPERTIES: Voluntary Chapter 11 Case Summary
ION GEOPHYSICAL: Incurs $23.02 Million Net Loss for First Quarter
IRON BRIDGE: Unsecured Creditors to Get 70% Over 10 Years
ISLA BONITA: Revises Provision on Treatment of FirstBank Claim

JOHN CURTIN: Sale of Sea Girt Property for $1.68M Approved
JOSEPH SLABY: Zieglers Buying Arcadia Property for $960K
KEMPLON MARINE: Hires Mark S. Roher as Counsel
KENDALL LAKE: June 8 Hearing on 2nd Amended Disclosure Statement
KINEMED INC: Oxeia Buying BPF License for $475K

KSM INTERNATIONAL: Court Okays Disclosures, Confirms Plan
LAS VEGAS JOHN: Court Confirms Ch. 11 Plan of Liquidation
LENSAR INC: Completes Strategic Financial Restructuring
M.A. GONZALEZ: Plan Outline Okayed, Plan Hearing on May 30
MAGELLAN CHRISTIAN: Unsecureds to Recoup 100% Plus 4.5% per Annum

MARINA BIOTECH: Continues to Offer 2.2-M Common Shares
MARINE ACQUISITION: S&P Affirms 'B' CCR Amid Term Loan Add-On
MARRONE BIO: PRIMECAP Management Holds 8.8% Stake as of April 30
MARSH SUPERMARKETS: 44 Locations Business as Usual
MARSH SUPERMARKETS: Proposes June 12 Auction for Stores

MCCLATCHY CO: Reports $95.6 Million Net Loss for First Quarter
MEDEX TRANSPORTATION: Hires Villeda Law as Attorney
MELINDA CORTEZ: Wisne Buying San Francisco Property for $759K
MESA OIL: Has Interim OK to Use Cash Collateral; Hearing on May 18
METROPARK USA: Oak Point Buying Interchange Claim for $10K

MICHAELS USED CARS: Hires Caldwell & Riffee as Counsel
MID-STATE PLUMBING: Disclosures Okayed; Plan Hearing on June 21
MINI MASTER: Disclosure Statement Hearing Set for June 7
MOLYCORP MINERALS: Court Refuses to Cut Response Time for Oaktree
MOLYCORP MINERALS: ERP to Acquire Mountain Pass Rare Earths Mine

MOSES INC: Unsecured Creditors to Get $1.1-Mil. Under Plan
NATIONAL AIR CARGO: Founder Offers to Pay About $12M in Debt
NEWARK WATERSHED: Demands Add'l. Docs From Trenk DiPasquale
NINE WEST: S&P Lowers CCR to 'CCC-' on Likely Restructuring
NORTHEAST ENERGY: PPL to Auction Personal Property

NOTIS GLOBAL: Marcum Responds to Dismissal
OLYMPIA OFFICE: Hires Demasco Sena & Jahelka as Accountants
PACHECO BROTHERS: May Continue Using Cash Collateral
PARAGON OFFSHORE: Fee Examiner Taps Bielli & Klauder as Counsel
PARAGON OFFSHORE: Unsecureds to be Paid 30% Under Latest Plan

PARALLAX HEALTH: Acquires Behavioral Health IP From ProEventa
PASS BUSINESS: Disclosures Okayed; Plan Hearing on June 15
PAUL NGUYEN: Sale of Garden Grove Property for $1.4M Approved
PLZ AEROSCIENCE: S&P Affirms 'B' CCR; Outlook Stable
PREFERRED CONCRETE: Unsecureds to Get 10% for 10 Payments

PUERTO RICO: Government Debt Restructuring Won't Affect PRIIA
QUADRANGLE PROPERTIES: Names Craig Geno as Attorney
RACEWAY MARKET: Beal Bank Tries to Block Approval of Plan Outline
RACEWAY MARKET: FFB Objects to Disclosure Statement
REGAL CINEMAS: Moody's Assigns Ba1 Rating to New Sr. Term loan

REVOLUTION ALUMINUM: To Sell Pineville Property to Pay Creditors
RIVER NORTH: Unsecured Creditors to Get 30% of 2018-2021 Profit
ROOT9B HOLDINGS: Sells IPSA's Investigative Due Diligence Practice
ROTHSTEIN ROSENFELDT: 11th Cir. Heard Appeal on Gibraltar Suit
ROZEL JEWELER'S: Court Confirms Chapter 11 Plan

RUPARI FOOD: Obtains Final Approval of Cash Collateral Use
RXI PHARMACEUTICALS: Continues to Offer 12.8M Common Shares
SAVANNA ENERGY: Reports Q1 Results, Enters Into Amended Waiver
SCOTT A. BERGER: Unsecureds to Recover 25% Under Plan
SEMLER SCIENTIFIC: Extends Maturity of $1.5M Notes by 1 Year

SEMLER SCIENTIFIC: William H.C. Chang Reports 23.4% Stake
SHIRLEY MCCLURE: Reactory Buying Gaylord Property for $250K
SITEONE LANDSCAPE: Term Loan Repricing Credit Pos, Moody's Says
SIXTY SIXTY CONDO: Must File Amended Plan & Disclosures by May 23
SMART WORLDWIDE: S&P Puts 'B' CCR on CreditWatch Positive

SOUTHERN SANDBLASTING: Hires Kevin Riles Commercial as Broker
SPENDSMART NETWORKS: Extends $275K Note Maturity to July 2017
SUNEDISON INC: Chubb Companies Object to Disclosure Statement
SUNEDISON INC: Shareholder Group Voices Concerns Over Disclosures
SURGERY CENTER: Moody's Affirms B3 CFR, Outlook Developing

TIDEWATER INC: Enters Into Restructuring Support Agreement
TIMOTHY MCCLINCY: Wong Buying Federal Way Property for $425K
TITANS OF MAVERICKS: Asset Auction Scheduled for June 1
TITANS OF MAVERICKS: Athletes Want New, More Professional Owner
TLC HEALTH: Patient Census Decreased, PCO 19th Report Says

TOISA LIMITED: Creditors Seek Appointment of Committee
TONGJI HEALTHCARE: Amends Form 10-K to Disclose Accountant Fees
TOWERSTREAM CORP: Stockholders OK Two Proposals at Special Meeting
TRANSMAR COMMODITY: FCStone-Led Auction of Forward Book on June 20
TYHEE NWT: GoldMining to Buy Yellowknife Gold, Big Sky Projects

WAVE SYSTEMS: Aurea CEO Addresses Jive Employees Concerns
WELLMAN DYNAMICS: Weil Gotshal Gets 50% Slash on Fees
WEST CORP: Moody's Puts B1 CFR Under Review for Downgrade
WEST SEATTLE LODGE: U.S. Trustee Unable to Appoint Committee
WESTMORELAND COAL: Will File Form 10-Q Within Extension Period

YONKERS RACING: Moody's Puts B2 CFR on Review for Upgrade
YONKERS RACING: S&P Revises Outlook to Pos. & Affirms 'B' CCR
[*] CA Global, BMA Liquidators to Auction Smith & Wollensky Assets
[*] Kenneth Noble Joins McGuireWoods as Partner in New York
[^] Large Companies with Insolvent Balance Sheet


                            *********

5 STAR INVESTMENT: Trustee Selling South Bend Property for $33.5K
-----------------------------------------------------------------
Douglas R. Adelsperger, Trustee of 5 Star Investment Group, LLC,
and affiliates, asks the U.S. Bankruptcy Court for the Northern
District of Indiana to authorize the private sale of real estate
commonly known as 2046 Hollywood Place, South Bend, St. Joseph
County, Indiana, to Brandon Arizpe for $33,500.

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

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

On July 21, 2016, the Court entered Order Granting Application to
Employ Tiffany Group Real Estate Advisors, LLC as the Bankruptcy
Estates' Broker, authorizing the employment of Tiffany Group Real
Estate Advisors, LLC as real estate brokers with respect to the
sale of real estate in these bankruptcy cases.  Pursuant to the
agreement between the Trustee and Tiffany Group approved by the
Court.

Tiffany Group is entitled to receive a commission of 5% of the
total purchase price for all sales that were obtained solely
through the efforts of the Tiffany Group.

Prior to the Petition Date, on Nov. 5, 2015, the United States
Securities Exchange Commission ("SEC") filed a complaint against
the Debtors' sole owner, Earl D. Miller, 5 Star Capital Fund, LLC
and 5 Star Commercial, LLC, in the United States District Court for
the Northern District of Indiana, Hammond Division ("SEC Action").
In its complaint, the SEC alleged that Miller, 5 Star Capital Fund,
and 5 Star Commercial defrauded at least 70 investors from whom
they raised funds of at least $3,900,000.  Additionally, on Nov. 5,
2015, the SEC obtained an ex parte Temporary Restraining Order,
asset freeze and other emergency relief in the SEC Action.

Prior to the Petition Date, 5 Star Investment Group II, LLC, was
the sole owner of the real Estate.  It is subject to a tax lien for
delinquent real estate taxes that have accrued for 2014 through
2016 and real estate taxes that will accrue for 2017.  The Real
Estate is also subject to a first priority investor mortgage in
favor of Joni Leman dated Dec. 3, 2012 ("Investor Mortgage").  The
Investor Mortgage was recorded on Dec. 18, 2012 in the Office of
the Recorder of St. Joseph County (Indiana), as Instrument No.
1240224.

On May 11, 2017, pursuant to the sole efforts of the Tiffany Group,
the Trustee entered into the Purchase Agreement for the sale of the
Real Estate to the Purchaser for the total purchase price of
$33,500.  The Purchase Agreement provides for the sale of the Real
Estate, free and clear of all liens, encumbrances, claims and
interests.  It also provides that any portion of the Tax Lien that
represent delinquent real estate taxes, including real estate taxes
that have accrued for 2014 through 2016, will be paid in full at
closing.

In addition, the Purchase Agreement provides that any portion of
the Tax Lien that represents real estate taxes for 2017 will be
prorated as of the date immediately prior to the date of closing.
Further, it provides that any other special assessment liens,
utilities, water and sewer charges and any other charges
customarily prorated in similar transactions will be prorated as of
the date immediately prior to the date of closing.

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

     http://bankrupt.com/misc/5_Star_Investment_737_Sales.pdf

Although the Trustee is still in the process of liquidating the
assets of the Consolidated Bankruptcy Estate, it appears that the
assets will fall short of paying the plethora of claimants.
Unfortunately, under these circumstances, no distribution method
can possibly compensate all the investors/creditors fully for their
losses.  In order to ensure the fair and equitable treatment of all
investors/creditors in these bankruptcy cases, the Trustee proposes
to sell all real estate free and clear of investor mortgages, with
the liens to attach to the proceeds until further order of the
Court.

The Trustee anticipates that the resolution of how the funds should
be distributed will be raised in the future pursuant to either a
chapter 11 plan and/or separate actions.  At such time, all parties
can be heard on how the proceeds from the sale of the Real Estate
secured by the Investor Mortgages should be distributed.

The Trustee submits that the proposed sale pursuant to the Purchase
Agreement will accomplish a "sound business purpose" and will
result in the maximized value for the Real Estate.  The Trustee
believes, based on the advice of the Tiffany Group, that the
purchase price of $33,500 reflects the combined fair market value
of the Real Estate, and it therefore maximizes recovery.

Accordingly, the Trustee asks the Court to enter an Order
authorizing him, on behalf of the Consolidated Bankruptcy Estates,
to (i) sell the Real Estate to the Purchaser pursuant to the terms
and conditions of the Purchase Agreement free and clear of all
liens, encumbrances, claims and interests; (ii) disburse from the
sale proceeds, first to pay the costs and expenses of the sale,
including the commission owed to Tiffany Group (approximately
$1,675), second to pay all real estate taxes and assessments
outstanding and unpaid at the time of the sale, including the Tax
Lien and the Drain/Ditch Lien, and third to pay the prorated
portions for any other special assessment liens, utilities, water
and sewer charges and any other charges customarily prorated in
similar transactions; and (iii) retain the excess proceeds from the
sale until further order of the Court.

The Trustee asks the Court to waive the requirements of Bankruptcy
Rule 6004(h) in order to allow the Trustee to timely and
expeditiously consummate the proposed sale.

The Purchaser can be reached at:

          Brandon Arizpe
          118 Academy PI
          South Bend, IN 46616

               About 5 Star Investment Group

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

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

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

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


8760 SERVICE: Hires Merrick Baker as Attorneys
----------------------------------------------
8760 Service Group, LLC and Pelham Property, LLC seek authorization
from the U.S. Bankruptcy Court for the Western District of Missouri
to employ Merrick, Baker & Strauss, P.C. as attorneys.

The Debtors require Merrick Baker to:

   (a) advise the Debtors with respect to their rights, powers and

       duties in these cases;

   (b) assist and advise the Debtors in their consultations with
       the U.S. Trustee relating to the administration of these
       cases;

   (c) assist the Debtors with investigation of assets,
       liabilities and financial condition of the operation of the

       Debtors' business in order to maximize the value of the
       Debtors' assets for the benefit of all creditors;

   (d) assist the Debtors in their analysis of and negotiation
       with any third party concerning matters related to, among
       other things, the terms of a plan of reorganization;

   (e) assist and advise the Debtors with respect to any
       communications with the general creditor body regarding
       significant matters in this case;

   (f) commence and prosecute necessary and appropriate action
       and/or proceedings on behalf of the Debtors;

   (g) review, analyze or prepare on behalf of the Debtors, all
       necessary applications, motions, answers, orders, reports,
       schedules, pleadings and other documents;

   (h) represent the Debtors at all hearings and other
       proceedings;

   (i) confer with other professional advisors retained by the
       Debtors in providing advice to the Debtors; and

   (j) perform all other necessary legal services in this case as
       may be requested by the Debtors in this Chapter 11
       proceeding.

Merrick Baker will be paid at these hourly rates:

       Attorneys                 $250
       Secretary/Paralegal       $25

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

Merrick Baker currently holds a retainer of $16,841, which is the
remainder of the $25,000 retainer remaining after Merrick Baker
offset the $3,434 filing fees for these cases, and Merrick Baker's
prepetition fees incurred prior to the commencement of the case of
$4,725.

Victor F. Weber, associate of Merrick Baker, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estate.

Merrick Baker can be reached at:

       Victor F. Weber, Esq.
       Bruce E. Strauss, Esq.
       MERRICK, BAKER & STRAUSS, P.C.
       1044 Main Street - Suite 500
       Kansas City, MO 6410
       Tel: (816) 221-8855
       Fax: (816) 221-7886
       E-mail: victor@mbslaw.psemail.com

                    About 8760 Service Group

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

Pelham Property, LLC and its affiliate 8760 Service Group, LLC
d/b/a 8760 Energy Services, LLC, filed Chapter 11 petitions (Bankr.
W.D. Mo. Case Nos. 17-20453 and 17-20454, respectively) on May 1,
2017.  The petitions were signed by Stacey "Buck" Barnes,
president.  The cases are assigned to Judge Dennis R. Dow.

At the time of filing, debtor Pelham Property estimated less than
$50,000 in assets and $1 million to $10 million in liabilities,
while debtor 8760 Service Group estimated $1 million to $10 million
in assets and $10 million to $50 million in liabilities.

The Debtor is represented by Victor F. Weber, Esq. at Merrick,
Baker & Strauss, P.C.


ADVANCED SOLIDS: Sale of Furniture on Consignment Approved
----------------------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas authorized Advanced Solids Control, LLC's
consignment sale by H. Lancaster Co. of residential furniture from
multiple rental properties the Debtor owns in New Mexico for their
minimum prices.

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

The time period for H. Lancaster to sell the items pursuant to the
terms of the 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.

The Debtor has no liens against the furniture, and is authorized to
use the net sales proceeds to assist it with its reorganization
efforts and the payment of creditors of the Estate.

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

     http://bankrupt.com/misc/Advanced_Solids_99_Order.pdf

                 About Advanced Solids Control

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

Advanced Solids sought Chapter 11 protection (Bankr. W.D. Tex. Case
No. 16-52748) on Dec. 2, 2016.  W. Lynn Frazier, managing member,
signed the petition.  The Debtor estimated assets 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.


AFFINION GROUP: S&P Raises CCR to 'CCC+' on Debt Exchange
---------------------------------------------------------
S&P Global Ratings, on May 12, 2017, raised its corporate credit
rating on Affinion Group Holdings Inc. to 'CCC+' from 'SD'
(selective default).  The rating outlook is negative.

Affinion recently completed its offer to exchange certain unsecured
debt (old debt) for a new senior cash 12.5%/payment-in-kind (PIK)
step-up to 15.5% note issued by its wholly owned subsidiary
Affinion Group Inc. and 28% of diluted equity.

At the same time, S&P is assigning its 'CCC+' issue-level rating
and '3' recovery rating to Affinion Group Inc.'s new senior secured
credit facility, comprising a $110 million revolving credit
facility and a $1.34 billion term loan.  The '3' recovery rating
indicates S&P's expectation for meaningful recovery (50%-70%:
rounded estimate: 55%) of principal in the event of a payment
default.

S&P also assigned its 'CCC-' issue-level rating and '6' recovery
rating to Affinion Group Inc.'s new $532.6 million payment-in-kind
(PIK) step up notes.  The '6' recovery rating indicates S&P's
expectation for negligible recovery (0%-10%; rounded estimate: 0%)
of principal in the event of a payment default.

S&P also withdrew its issue-level and recovery ratings on the
company's 7.875% senior unsecured notes, which were fully repaid
following the exchange; and its senior secured first lien $80
million revolver, term loan, senior secured second lien term loan,
and senior secured international notes, which were refinanced with
the new credit facilities.

S&P expects the remaining 13.5% senior subordinated notes, and
13.75%/14.5% senior unsecured payment-in-kind (PIK) toggle notes to
be exchanged for additional new PIK step-up notes over the next 60
to 90 days.  S&P has raised the issue-level ratings on these notes
to 'CCC-' from 'D'.  The recovery rating on these notes remains
unchanged at '6'.

The upgrade follows Affinion's completion of its recent exchange
offer on certain senior unsecured notes, which S&P viewed as a
distressed exchange, and refinancing of its senior secured credit
facilities.

The 'CCC+' corporate credit rating reflects the company's high pro
forma adjusted leverage of over 9.5x and S&P's view that, absent a
meaningful improvement in operating performance, the company's
capital structure is unsustainable.

The negative rating outlook indicates S&P's view that Affinion's
capital structure is unsustainable because the company depends on
favorable business and economic conditions to grow and manage its
high debt leverage.  Although the restructuring alleviates its
near-term debt maturity risks, the company faces the prospect of
increased leverage due to the PIK feature under the new notes.

S&P could lower the corporate credit rating if it believes the
company's cash flows deteriorate such that S&P believes a default
or a distressed exchange is likely within the next 12 months.

An upgrade is unlikely over the next 12 months.  S&P could revise
the outlook to stable if the company successfully grows its core
business and meaningfully reduces its leverage.


AIMIA INC: S&P Lowers CCR to 'BB+' on Non-Renewal Plans
-------------------------------------------------------
S&P Global Ratings said it lowered its long-term corporate credit
rating on Montreal-based marketing and loyalty analytics provider
Aimia Inc. to 'BB+' from 'BBB-'.

S&P Global Ratings also lowered its global scale rating to 'B+'
from 'BB' and its Canada scale rating to 'P-4(High)' from 'P-3' on
the company's preferred shares.

S&P's 'BBB-' issue-level rating on the secured debt is unchanged
(one notch above the corporate credit rating).  S&P assigned a '2'
recovery rating to the debt, indicating its expectation of
substantial (70%-90%, rounded estimate 80%) recovery in a default
scenario.  As of March 31, 2017, there was about C$450 million of
secured debt outstanding.

Finally, S&P Global Ratings placed all of its ratings on Aimia on
CreditWatch with negative implications.

"These rating actions follow Air Canada's announcement that the
company will not renew its contract with Aimia when it expires on
June 30, 2020, "said S&P Global Ratings credit analyst Aniki
Saha-Yannopoulos.

The Aeroplan program drives a significant portion of Aimia's EBITDA
and cash flow, and S&P believes the announcement increases the risk
that gross billings will decline and redemptions increase through
2020.  S&P believes this structural change could materially weaken
the company's medium-term cash flow and growth, and raise
significant uncertainty about the company's long-term outlook for
sustained growth and profitability, factors that do not support an
investment-grade rating, in S&P's opinion.

The CreditWatch listing reflects the risk that S&P could lower its
ratings on Aimia by one or more notches.  S&P expects to resolve
the CreditWatch placement within the next couple of months
following S&P's review of Aimia's plans to manage potentially
rising reward redemptions; mitigate potentially lower
attractiveness of the Aeroplan program to its members; and, more
important, demonstrate sufficient liquidity, financial flexibility,
and capital market access to support Aimia's debt obligations and
address investments required to transition the business.


ALLEN CONSTRUCTION: Hires Thornberry as Attorney
------------------------------------------------
Allen Construction International, LLC seeks authorization from the
U.S. Bankruptcy Court for the District of Connecticut to employ
Thornberry & Associates, LLC as attorney for the Debtor.

The Debtor requires Thornberry to:

     a. advise the Debtor regarding its rights;

     b. advise and assist the Debtor with respect to financial
agreements and litigation;

     c. review and advise the Debtor regarding the pending
litigation matters;

     d. advise the Debtor as to actions to collect and recover
property for the benefit of the debtor's estate;

     e. prepare on behalf of the debtor the necessary applications,
motions, complaints, answers, pleadings, orders, reports, notices,
schedules, and other documents, as well as reviewing all Civil
litigation files;

     f. counsel the Debtor in connection with all aspects of
litigation; and

     g. perform all other legal services for the debtor which may
be necessary in the civil cased.

Thornberry will be paid at these hourly rates:

     Thomas Thornberry             $300
     Support Staff                 $90

Thomas Thornberry, Esq., sole member of Thornberry & Associates,
LLC, assured the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtor and its
estates.

Thornberry may be reached at:

      Thomas Thornberry, Esq.
      Thornberry & Associates, LLC
      972 E Broadway
      Stratford, CT 06615
      Phone: (203) 380-8189
      Fax: (203) 212-3939

           About Allen Construction International

Based in Milford, Connecticut, Allen Construction International,
LLC filed a Chapter 11 petition (Bankr. D. Conn. Case No. 17-30134)
on Feb. 1, 2017.  In its petition, the Debtor disclosed $3.64 in
assets and $361,517 in liabilities.  The petition was signed by
Jesse Allen, managing member.

Judge Ann M. Nevins presides over the case.  Joseph J. D'Agostino,
Jr., LLC serves as the Debtor's bankruptcy counsel.

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



ALLIED CONSOLIDATED: Discloses Additional Sources of Plan Payments
------------------------------------------------------------------
Allied Consolidated Industries, Inc., filed with the U.S.
Bankruptcy Court for the Northern District of Ohio its latest
disclosure statement, which explains the company's proposed plan to
exit Chapter 11 protection.

The company disclosed in the court filing additional sources of
funds for its Chapter 11 plan of reorganization, which include
income from the operations of Allied Industrial Scrap, Inc. and
Allied-Gator, Inc.  

According to ACI, the official appointed to manage the creditor
trust will oversee the operations until all claims in Classes 1 to
5, the allowed Class 6 claim of Michael Ramun, and those not
classified under the plan are paid in full.

The company also cited as sources of funds its manufacturing
facility in Youngstown, Ohio; scrap inventory and equipment; and
approximately 300 acres of industrial estate.

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

                      https://is.gd/tZ3azu
   
              About Allied Consolidated Industries

Co-founded on March 7, 1973, by current president, John R. Ramun,
and his father, Michael Ramun, Allied Erecting and Dismantling,
Inc., provided industrial dismantling of decommissioned industrial
facilities.  In 1985, Allied Industrial Scrap, Inc., Allied
Industrial Equipment, Inc., Allied Industrial Development
Corporation, and Allied Industrial Contracting, Inc., came into
being.  The Allied companies' complex at 1999 Poland Avenue,
Youngstown, Ohio includes a 25,000 square foot office building and
a new 218,000 square foot machine shop, office, and training
facility.

Allied Consolidated Industries, Inc. is the parent company.
President John R. Ramun is a 75% shareholder and his brother,
Michael D. Ramun, is a 25% shareholder.

Allied Consolidated Industries, Allied Erecting and Dismantling,
Allied Gator, Inc., and Allied Industrial Scrap sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Lead Case
No. 16-40675) on April 13, 2016.  The petitions were signed by John
R. Ramun, president.

The Court approved the retention of Suhar & Macejko, LLC, as
Counsel for the Debtors on May 12, 2016.  The Court entered an
agreed order approving the retention of Inglewood Associates, LLC
as turnaround managers on May 13, 2016.  The Court approved the
retention of Eckert Seamans Cherin & Mellott, LLC, as special
counsel on July 18, 2016.

The Debtors have sought approval to employ Landmark Real Estate
Services, LLC, as the non-exclusive real estate broker in
Connection with the listing for sale of 240 acres of properties for
a listing period through June 30, 2017.

On May 16, 2016, the United States Trustee filed a notice of
appointment of an Official Committee of Unsecured Creditors.  On
June 30, 2016, the bankruptcy court granted the committee's
application to retain counsel.

On July 11, 2016, the bankruptcy court entered an order granting
substantive consolidation of the estates of the debtor companies.


AMAG PHARMACEUTICAL: Moody's Hikes Senior Unsecured Notes to Ba3
----------------------------------------------------------------
Moody's Investors Service upgraded the rating on AMAG
Pharmaceutical Inc.'s senior unsecured notes to Ba3 from B3. At the
same time, Moody's affirmed the company's B2 Corporate Family
Rating, B2-PD Probability of Default Rating, and the SGL-1
Speculative Grade Liquidity Rating. The outlook remains stable.

Ratings upgraded:

$500 million senior unsecured notes due 2023 to Ba3 (LGD2) from B3
(LGD4)

Ratings affirmed:

Corporate Family Rating, at B2

Probability of Default Rating, at B2-PD

Speculative Grade Liquidity Rating, at SGL-1

The outlook is stable.

The upgrade of the senior unsecured notes reflects changes in
AMAG's capital structure that improve the position of unsecured
creditors in the loss given default (LGD) waterfall. These changes
include the issuance of $300 million of senior unsecured
convertible notes due 2022, full repayment of the senior secured
term loan due 2021, and partial repayment of the existing 2.5%
convertible notes due 2019. The Ba3 rating on AMAG's senior
unsecured notes reflects its seniority relative to the convertible
notes that arises from guarantees to the senior notes provided by
certain subsidiaries. The convertible notes are not guaranteed by
any subsidiaries.

The net impact of the transactions is deleveraging by approximately
0.5x, which together with interest cost savings is credit positive.
However, the ratings remain constrained by the potential for a
significant decline in Makena sales if AMAG faces a delay in
introducing its new version of Makena prior to generic competition
that could ensue in February 2018.

RATINGS RATIONALE

The B2 rating reflects AMAG's small size within the pharmaceutical
industry and its high revenue concentration in Makena. The rating
is also constrained by the risk of substantial market share erosion
in Makena if generic competition enters following the expiration of
Orphan Drug Exclusivity in February 2018.

The rating is supported by AMAG's high profit margins and low
capital requirements which result in very strong cash flow. Moody's
expects that Makena will continue to grow rapidly in absence of
generic competition, driven by increased FDA oversight and scrutiny
of compounding pharmacies that distribute competing products. The
company's life cycle management program involves the goal of
launching a sub-cutaneous version of Makena, potentially by
year-end 2017. AMAG is also working on life cycle management of its
iron deficiency anemia drug Feraheme, potentially expanding the
market size beyond those patients with chronic kidney disease.

Recent product acquisitions include bremelanotide and Intrarosa,
both in the women's health category. Moody's believes that AMAG
will continue to be acquisitive. While over time acquisitions will
improve business diversity, the company's acquisitive strategy
raises execution and integration risk. Incorporating acquisitions,
Moody's anticipate that AMAG's debt/EBITDA will remain in the 4.0
to 5.0 times range.

The stable rating outlook reflects Moody's expectation that AMAG
will continue solid financial performance in 2017 and that its
lifecycle management programs will not face any material setbacks.

The ratings could be upgraded if AMAG successfully commercializes a
new version of Makena and sees strong uptake in the product. Other
factors that would contribute to positive rating pressure include
improving revenue diversity through new product introductions,
continuation of good cash flow, and debt/EBITDA sustained below
4.0x. Conversely, the ratings could be downgraded if AMAG is
unsuccessful in the life cycle management effort and Makena faces
significant revenue erosion. In particular, a downgrade could occur
if debt/EBITDA is sustained above 5.0x.

The principal methodology used in these ratings was Global
Pharmaceutical Industry published in December 2012.

Headquartered in Waltham, Massachusetts, AMAG Pharmaceuticals, Inc.
("AMAG") is a specialty pharmaceuticals company with a focus
primarily in maternal health and the treatment of anemia. Revenue
for the twelve months ended March 31, 2017 were $562 million.


APOLLO MEDICAL: May Issue 2.5M Common Shares Under Incentive Plans
------------------------------------------------------------------
Apollo Medical Holdings, Inc., filed a Form S-8 registration
statement with the Securities and Exchange Commission to register
2,497,500 shares of common stock issuable under the Company's  2010
Equity Incentive Plan and 2015 Equity Incentive Plan.  The proposed
maximum aggregate offering price is $24.53 million.  A full-text
copy of the prospectus is available for free at:

                    https://is.gd/k0SeVQ

                    About Apollo Medical

Glendale, Calif.-based Apollo Medical Holdings, Inc. (OTCMKTS:AMEH)
-- http://www.apollomed.net/-- provides hospitalist services in
the Greater Los Angeles, California area.

Apollo Medical reported a net loss of $9.34 million on $44.0
million of net revenues for the year ended March 31, 2016, compared
with a net loss of $1.80 million on $33.0 million of net revenues
for the year ended March 31, 2015.  As of Dec. 31, 2016, Apollo had
$16.78 million in total assets, $11.08 million in total liabilities
and $5.69 million in total stockholders' equity.


ARABELLA EXPLORATION: Whitaker Chalk Represents Former Acting CFO
-----------------------------------------------------------------
Whitaker Chalk Swindle & Schwartz, PLLC, filed on May 12, 2017, a
verified statement pursuant to Bankruptcy Rule 2019, saying that
William B. Heyn, who formerly served as acting chief financial
officer of Arabella Exploration, LLC, engaged the Firm to file
proofs of claim for himself individually and on behalf of three of
his business entities, DBTEX Management, LLC, Dragon Blue,
Incorporated and BZB Investments, Inc.  

However, Mr. Heyn and the Heyn Entities are not a group other than
the fact that all of the Heyn Entities are controlled and managed
by Mr. Heyn.

For purposes of the Debtor's bankruptcy, any notices to Mr. Heyn or
the Heyn Entities may be directed to their counsel, Robert A.
Simon, Whitaker Chalk Swindle & Schwartz, PLLC.  The claims of Mr.
Heyn and the Heyn Entities are each general unsecured claims
against Debtor.  The respective proof of claim numbers are:

     a. William B. Heyn -- $159,274.47, Proof of Claim No. 10

     b. BZB Investments, Inc. -- $319,164.25, Proof of Claim No.
11

     c. Dragon Blue, Incorporated -- $304,665.60, Proof of Claim
No. 12

     d. DBTEX Management, LLC -- $192,374.48, Proof of Claim No. 13

                   About Arabella Exploration

Arabella Exploration, LLC, formed on Oct. 2, 2009, is a
wholly-owned subsidiary of Arabella Exploration, Inc., a Cayman
Islands corporation.  It is an oil and gas exploration company that
owns working interests in a number of oil and gas properties and
interests.

Arabella Exploration filed a voluntary petition for relief under
chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
17-40120) on Jan. 8, 2017.  Charles (Chip) Hoebeke, manager, signed
the petition.

Judge Russell F. Nelms in Ft. Worth, Texas, is the case judge.

Raymond W. Battaglia, Esq., of the Law Offices of Ray Battaglia,
PLLC, serves as counsel to the Debtor.  Miller Johnson serves as
Battaglia's co-counsel.  Rehmann Turnaround and Receivership's
Charles Hoebeke is the Debtor's chief restructuring officer.

Arabella Exploration estimated $1 million to $50 million in assets
and liabilities.

No trustee, examiner or committee has been appointed in the case.

On April 4, 2017, Arabella Operating, LLC, filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 17-41479).  The case is being
jointly administered with that of Arabella Exploration.


ATIF INC: Creditors' Panel Hires Messana as Attorneys
-----------------------------------------------------
The Official Committee of Unsecured Creditors of ATIF, Inc. seeks
authorization from the U.S. Bankruptcy Court for the Middle
District of Florida to retain Messana, P.A. as attorneys to the
committee, nunc pro tunc to April 18, 2017.

The Committee requires Messana PA to:

   (a) advise the Committee with respect to its rights, duties and

       powers in this bankruptcy case;

   (b) assist and advise the Committee in its consultations with
       the Debtor relating to the administration of this
       bankruptcy case;

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

   (d) assist the Committee's investigation of the acts, conduct,
       assets, liabilities and financial condition of the Debtor
       and other parties involved with the Debtor, and of the
       operation of the Debtor's business;

   (e) assist the Committee in its analysis of, and negotiations
       with the Debtor or any other third party concerning matters

       related to, among other things, the assumption or rejection

       of certain leases of non-residential real property and
       executory contracts, asset dispositions, and the terms of a

       plan of reorganization for the Debtor;

   (f) assist and advise the Committee as to its communications,
       if any, to the general creditor body regarding significant
       matters in this bankruptcy case;

   (g) represent the Committee at all hearings and other
       proceedings;

   (h) review, analyze, and advise the Committee with respect to
       all applications, orders, statements of operations and
       schedules filed with the Court;

   (i) assist the Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Committee's interests and objectives;

   (j) communicate with the Office of the United States Trustee
       and other constituencies regarding the bankruptcy case; and

   (k) perform such other services as may be required and are
       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.

Messana PA will be paid at these hourly rates:

       Thomas M. Messana         $575
       Brett D. Lieberman        $375
       Partner                   $375-$575
       Associates                $275
       Paralegals                $175-$195

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

Thomas M. Messana, partner of Messana PA, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estate.

Messana PA can be reached at:

       Thomas M. Messana, Esq.
       Brett D. Lieberman, Esq.
       MESSANA, P.A.
       401 East Las Olas Blvd, Suite 1400
       Ft. Lauderdale, FL 33301
       Tel: (954) 712-7400
       Fax: (954) 712-7401

                         About ATIF Inc.

ATIF, Inc., sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 17-01712) on March 2, 2017.  The
petition was signed by Gerard A. McHale, chief executive officer.

At the time of the filing, the Debtor estimated assets of less than
$500,000 and liabilities of $10 million to $50 million.

Michael C. Markham, Esq., at Johnson, Pope, Bokor, Ruppel & Burns
LLP serves as the Debtor's legal counsel.



ATLANTICA YIELD: S&P Raises Corp. Credit Rating to 'BB-'
--------------------------------------------------------
S&P Global Ratings said it raised its long-term corporate credit
rating on Atlantica Yield PLC to 'BB-' from 'B+'.  The outlook is
stable.

At the same time, S&P Global Ratings raised its ratings on the
company's senior secured debt to 'BB+' from 'BB'; the recovery
rating on this debt is unchanged at '1', indicating expectations
for very high (90%-100%; rounded estimate: 95%) recovery for
investors in a default scenario.

In addition, S&P Global Ratings raised its ratings on Atlantica's
senior unsecured debt to 'BB-' from 'B+'.  The recovery rating on
this debt is also unchanged, at '3', indicating expectations for
meaningful (50%-70% range; rounded estimate: 65%) recovery in a
default scenario.

"The upgrade reflects our financial risk profile assessment
revision on Atlantica to aggressive from highly leveraged," said
S&P Global Ratings credit analyst Tatenda Chirusa.  With the
restructuring at Abengoa S.A., its 41.5% owner, and the securing of
the majority of the pending waiver, S&P believes the risk of cash
being trapped at its projects and the company not meeting S&P's
base-case projections has fallen.  S&P believes Atlantica will have
access to the majority of the distributions at the assets and S&P
is forecasting higher distributions than usual in 2017 and 2018 due
to the release of cash that was previously trapped at Mojave and
Solana.  In S&P's base-case scenario, it expects 3.0x-3.5x debt to
EBITDA and funds from operations (FFO)-to-debt of 25%-30%, mainly
following stable distributions from the majority of assets.

Although these metrics would correspond to a significant financial
risk profile assessment, S&P's assessment of an aggressive
financial risk profile for Atlantica also reflects the company's
below-average funding and capital structure.  Specifically, despite
the legal limits of Abengoa's influence, there are credit risks due
to its affiliation--namely, market perception--which S&P believes
could hurt its ability to raise capital, a fundamental part of
operating a yieldco.  Although Atlantica has received waivers and
forbearances, the cross-default language in the project finance
loans could hurt the company's credit quality. This is particularly
important given the challenging market conditions yieldcos have
faced over the past two years and considering Atlantica has debt
coming due in 2018 and 2019.  S&P acknowledges that the market for
yieldcos has somewhat improved over that time and the company
refinanced the $294 million of its revolver tranche B that was
coming due in December 2017.

Atlantica has received additional waivers on some of its main
assets that were yet to receive waivers.  S&P believes Abengoa's
restructuring reduces the chances of its potential bankruptcy,
which would have affected Atlantica through the cross-default
provisions on some of the assets.  Therefore, S&P believes the risk
of cash trapped at the projects has fallen.

The stable outlook reflects S&P's expectation that Atlantica's
portfolio of contracted assets will continue to operate under
long-term contracts with investment-grade counterparties and
generate fairly predictable cash flows to support holding-company
debt obligations.  The outlook also reflects S&P's expectation that
the company will receive waivers on any pending or future covenant
violations and continue to distance itself from sponsor Abengoa.
S&P is expecting base-case metrics debt-to-EBITDA 3.0x-3.5x and of
FFO-to-debt of 25%-30% during our two-year outlook period.

A downgrade could occur if debt-to-EBITDA stays above 4.0x and
FFO-to-debt consistently falls below 20% over our two-year outlook
period.  This could result from a significant reduction in cash
flows from the company's projects following a decline in operating
performance and asset reliability, higher-than-expected operating
costs, unfavorable weather events, or increased leverage at the
corporate level.  In addition, S&P would consider lowering the
rating if any developments at Abengoa that results in covenant
violations at Atlantica are not resolved and cured in a reasonable
amount of time.

S&P would consider upgrading Atlantica if debt-to-EBITDA stays
below 3.0x and FFO-to-debt moves materially higher and is sustained
above 20%.  This could result from increased cash flows from new
projects or new acquisitions or deleveraging by paying down the
credit facility or low credit facility balances.  In addition, S&P
would consider raising the rating if Atlantica can completely
distance itself from Abengoa via amendment or removal of the
cross-default, or change of ownership provisions.


AXALTA COATING: Moody's Rates $450MM Senior Secured Term Loan Ba1
-----------------------------------------------------------------
Moody's Investors Service assigns Ba1 ratings to the $450 million
incremental senior secured first lien term loans of Axalta Coating
Systems Ltd.'s wholly owned subsidiaries -- Axalta Coating Systems
Dutch Holding B B.V., and the co-borrower, Axalta Coating Systems
U.S. Holdings Inc. The proceeds from the new term loans will be
used to finance the acquisition of assets related to Valspar's
North American Industrial Wood Coatings business for $420 million
and to pay transaction-related expenses. The transaction, which is
subject to the closing of the Valspar Corporation and the
Sherwin-Williams Company merger as well as customary regulatory
approvals, is expected to close mid-year. Valspar is required to
divest the assets to satisfy regulators related to the pending
acquisition of Valspar by Sherwin-Williams.

"The acquisition is a good strategic fit with Axalta's Performance
Coatings segment and is consistent with Axalta's competencies,
technology and geographic presence," according to Joseph
Princiotta, VP, Senior Credit Officer at Moody's. "The acquisition,
which does not overly stress the balance sheet, also facilitates
diversification away from the auto OEM market and supports growth
in Axalta's industrial coatings business."

Axalta Coating Systems Dutch Holding B B.V (co-issuer Axalta
Coating Systems U.S. Holdings Inc)

-- Assignment

-- Senior Secured 1st Lien Term Loan B due 2024, Assigned Ba1
(LGD2)

RATINGS RATIONALE

The acquired wood coatings business had revenues of roughly $225
million in 2016 and is a leading producer of wood coatings to the
OEM and aftermarket industrial wood markets, including building
products, cabinetry and furniture in North America. As part of the
transaction, Axalta will acquire two manufacturing sites as well as
R&D assets, branded products, personnel and the underlying
intellectual property of Valspar's NA Industrial Wood Coatings
business. The transaction will add about a half a turn to Axalta's
gross leverage, which was near 4 times (including Moody's
adjustments) at year end 2016 but is projected to recover to this
level by year end 2017, pro forma for the acquired wood products
business.

Axalta's Ba3 CFR reflects leading positions in performance and
transportation coatings, strong margins overall but especially in
the refinish segment, highly competitive technology, geographic
diversity, and long and stable customer relationships. The rating
also reflects Moody's expectations for further operational
improvements, despite the recent and near-term foreign exchange
headwinds, that support Axalta's credit profile and the rationale
for the CFR, which was upgraded to Ba3 in August of 2016. The
upgrade reflected the company's strong margin growth, positive free
cash flow, steady debt reduction and metrics improvement over the
last few years, Moody's added.

Factors constraining the ratings include what is still relatively
high leverage (despite the meaningful improvement on this front),
significant exposure to the cyclical OEM automotive industry,
exposure to raw material price swings, and material Euro and
Chinese Yuan exposure.

Positive free cash flow has allowed for debt reduction; total debt
has been reduced by over $300 million over the last two years to
$3,264 million at December 31, 2016. Over this same time period,
Axalta has improved its adjusted EBITDA margin by several
percentage points to 22.3% at December 31, 2016. Moody's notes
Axalta's board approved a $675 million share buyback program in
February 2017; the pace at which this program is used could impact
the pace of further debt eduction and leverage improvement. The
program has no expiration date.

Moody's believes that Axalta is likely to experience favorable
operating trends over the next several years, assuming a stable
macroeconomic environment and new auto builds at a pace consistent
with industry consensus of roughly 2-3% global growth. Moody's
believes that further sales and profit growth is possible from
ongoing productivity improvements and modest volume growth
resulting from new contract wins, market share gains, robust
investment in R&D and select market penetration into previously
underserved markets. Completion of a new manufacturing site in
Argentina in 2016 and new manufacturing projects underway in China
and India should support additional volume growth, Moody's added.

Axalta's liquidity profile is excellent due to the company's
undrawn $400 million revolver, cash balances of roughly $535
million, and projected positive free cash flow generation. Moody's
does not expect any drawings (aside from L/Cs) on the revolver over
the next 12 months, barring additional acquisitions of meaningful
scale.

The stable outlook reflects Moody's expectation that Axalta will
continue to achieve earnings and EBITDA growth going forward,
organically and from additional bolt-on acquisitions, and to
continue to generate positive free cash flow for further debt
reduction. The company is targeting net leverage of 2.5-3.0x (which
roughly equates to Moody's adjusted gross leverage of 3.6x-4.1x at
current cash balance levels).

Moody's could upgrade the ratings if leverage (including Moody's
adjustments) were to fall sustainably below 3.5x, retained cash
flow to adjusted debt is sustained above 15%, and free cash flow to
adjusted debt is sustained at low double-digit rates.

A downgrade is unlikely given Moody's current view of the company
and its metrics and end markets. However, negative surprises that
alter the fundamentals in the auto OEM or refinish markets and
result in sustainable leverage approaching 4.5x could cause Moody's
to reconsider the appropriateness of the Ba3 rating.

The assigned Ba1 rating on the new senior secured term loans, at
two notches above the CFR, is not well-positioned in the Ba1
category and would likely drop to one notch above the CFR in the
event new secured debt is added to the capital structure, or if
total debt fails to trend lower overtime. The incremental term
loans of $450 million increase the secured debt in the capital
structure to roughly $2.4 billion and notches the ratings on the
roughly $1.4 billion in unsecured notes down to B1, which is also
not well-positioned at one notch below the CFR and would also
likely be downgraded, for the same reasons.

The principal methodology used in this rating was Global Chemical
Industry Rating Methodology published in December 2013.


AXALTA COATING: S&P Affirms 'BB' CCR; Outlook Remains Stable
------------------------------------------------------------
S&P Global Ratings said that it affirmed all issue-level ratings on
Philadelphia-based Axalta Coating Systems Dutch Holding B B.V.
following the company's $450 million incremental term loan B
issuance.  The recovery ratings and 'BB' corporate credit rating
are unchanged.  The outlook remains stable.

The affirmed ratings include the 'BBB-' issue-level ratings on the
senior secured debt.  The recovery rating remains '1', indicating
S&P's expectation for very high (90%-100%; rounded estimate: 95%)
recovery in the event of a payment default.  The affirmed ratings
also include the 'BB-' issue-level ratings on the senior unsecured
notes.  The recovery rating remains '5', indicating S&P's
expectation for modest (10%-30%; rounded estimate: 20%) recovery in
the event of a payment default.

The company plans to use proceeds from the incremental term loan to
fund the acquisition of the North American industrial wood business
from Valspar Corp.

RATINGS LIST

Axalta Coating Systems Dutch Holding B B.V.
Corporate credit rating           BB/Stable/--

Issue-Level Rating Affirmed; Recovery Rating Unchanged
Axalta Coating Systems Dutch Holding B B.V.
Senior Secured                    BBB-
  Recovery Rating                  1 (95%)

Senior Unsecured         
  $450 mil incremental term ln B   BB-
  Recovery Rating                  5 (20%)


B.C.I. FINANCES: Files for Chapter 15 Amid Tax Avoidance Case
-------------------------------------------------------------
Alex Wolf, writing for Bankruptcy Law360, reports that BCI Finances
PTY Ltd. and three other related companies asked a New York
bankruptcy court for Chapter 15 protection, hoping to avoid
obstructions in the process of winding down.

Liquidator John Sheahan and Ian Russell Lock are asking the
bankruptcy court to recognize the companies' wind down proceedings
taking place in Australia, where they are seeking more than $120
million in relation to tax avoidance claims against the companies'
directors, Law360 relates.

                        About BCI Finances

B.C.I. Finances PTY Ltd. is an Australian borrowing and lending
entity that operated within a complex group of companies targeted
by Australian authorities for 25 years of tax avoidance.

B.C.I. Finances Pty Limited (in Liquidation) and three affiliates,
Binqld Finances Pty Limited (in Liquidation), E.G.L. Development
(Canberra) Pty Limited (in Liquidation), and Ligon 268 Pty Limited
(in Liquidation) filed Chapter 15 petitions (Bankr. S.D.N.Y. Lead
Case No. 17-11266) on May 9, 2017, to seek recognition of their
winding down proceedings in Australia.

John Sheahan and Ian Russell Lock, the foreign representatives,
signed the Chapter 15 petitions.

The Hon. Sean H. Lane presides over the Chapter 15 cases.

Robert N. H. Christmas, Esq., and Christopher J. Fong, Esq., at
Nixon Peabody LLP, in New York, serve as counsel to the
petitioners.


BAB METAL: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: BAB Metal Recycling, LLC
          dba Southwest Metal Recycling
        9435 Ronda Lane
        Houston, TX 77074

Case No.: 17-60038

About the Debtor: Southwest Metal Recycling is a full service metal

                  recycler in southwest Houston.  It buys ferrous
                  and non-ferrous metals.  The Company specializes

                  in meeting the needs of electricians, plumbers,
                  pipefitters, sheet metal shops, fabricators,
                  machine shops and engineers.

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

Chapter 11 Petition Date: May 14, 2017

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

Judge: Hon. David R. Jones

Debtor's Counsel: Johnie J Patterson, Esq.
                  WALKER & PATTERSON, P.C.
                  P.O. Box 61301
                  Houston, TX 77208-1301
                  Tel: 713-956-5577
                  Fax: 713-956-5570
                  E-mail: jjp@walkerandpatterson.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Brian A. Brand, managing member.

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

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

           http://bankrupt.com/misc/txsb17-60038.pdf


BAIA LLC: Hearing on Plan Outline Approval Set for June 20
----------------------------------------------------------
The Hon. David E. Rice of the U.S. Bankruptcy Court for the
District of Maryland has scheduled for June 20, 2017, at 11:00 a.m.
the hearing to consider the disclosure statement referring to BAIA,
LLC and Ridgeville Plaza, Inc.'s Chapter 11 plan dated May 1,
2017.

Objections to the Disclosure Statement must be filed by June 7,
2017.

                        About Baia, LLC

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

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


BEACH SEAFOOD: Hires Leon A. Williamson, Jr. as Counsel
-------------------------------------------------------
Beach Seafood Market, Inc., seeks authorization from the U.S.
Bankruptcy Court for the Middle District of Florida to employ Law
Office of Leon A. Williamson, Jr. PA as counsel for the Debtor.

The Debtor requires Williamson to:

     a. take all action necessary to protect and preserve the
estate of the Debtor including the prosecution of actions on its
behalf, and objecting to claims filed against the Estate, if
appropriate;

     b. prepare, on behalf of the Debtor, applications, answers,
orders, reports and papers, required in connection with the
administration of the Estate;

     c. counsel the Debtor with regard to its rights and
obligations as Debtor in Possession;

     d. prepare and file schedules of assets and liability;

     e. prepare and file a Plan of Reorganization and Disclosure
Statement; and

     f. perform all other necessary legal services in connection
with this Chapter 11 case.

Leon A. Williamson, Jr., Esq., Law Office of Leon A. Williamson,
Jr. PA, 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.

Williamson can be reached at:

     Leon A. Williamson, Jr.
     Law Office of Leon A. Williamson, Jr. PA
     306 South Plant Ave., Suite B
     Tampa, FL 33606
     Tel: (813) 253-3109
     Fax: (813) 253-3215
     E-mail: Leon@LwilliamsonLaw.com

              About Beach Seafood Market

Beach Seafood Market, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Fla. Case No. 17-03395) on April 21, 2017.  The Law
Office of Leon A. Williamson, Jr. PA represents the Debtor as
counsel.

In its petition, the Debtor estimated $0 to $50,000 in assets and
$1 million to $10 million in liabilities. The petition was signed
by Dennis L. Henderson, president.


BEAR FIGUEROA: Hires Giron Law Office as Insolvency Counsel
-----------------------------------------------------------
Bear Figueroa LLC seeks authorization from the U.S. Bankruptcy
Court for the Central District of California to employ the Law
Office of Lionel Giron as general insolvency counsel.

The Debtor requires Giron Law Office to:

   (a) advise the Debtor on matters relating to administration of
       the Estate, and on the Debtor's rights and remedies with
       regard to the Estate's assets and the claims of secured
       and unsecured creditors;

   (b) appear for, prosecute, defend, and represent the
       Debtor's interest in suits arising in or related to this
       case, including any adversary proceedings against the
       applicant;

   (c) assist in the preparation of such pleadings, applications,
       schedules, orders, and other documents as are required for
       the orderly administration of this Estate; and

   (d) represent Debtor in any adversary proceeding to recover
       assets of the bankruptcy estate.

The law firm will be paid at these hourly rates:

       Kevin Tang             $350
       Lionel E. Giron        $350
       James Drake            $350
       Alma Perez             $125
       Claudia Gallegos       $125
       Counsel                $350
       Paralegal              $125

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

Kevin Tang, associate of Giron Law Office, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estate.

Giron Law Office can be reached at:

       Kevin Tang, Esq.
       LAW OFFICES OF LIONEL E. GIRON
       337 N. Vineyard Ave., Suite 100
       Ontario, CA 91764
       Tel: (909) 397-7260
       Fax: (909) 397-7277
       E-mail: notices@lglawoffice.com

                      About Bear Figueroa

Headquartered in Culver City, California, Bear Figueroa LLC owns a
property located at 10520 South Figueroa Boulevard, Los Angeles,
California 90003, valued at $2.9 million.  For 2016, the Debtor
recorded gross revenue of $265,000 compared to gross revenue of
$250,000 during the prior year.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 17-14249) on April 6, 2017, listing $2.9 million in
total assets and $1.93 million in total liabilities.  The petition
was signed by Denise Johnson, managing member.

Judge Vincent P. Zurzolo presides over the case.

Lionel E Giron, Esq., at the Law Offices of Lionel E. Giron, serves
as the Debtor's bankruptcy counsel.

No creditors' committee has been appointed by the United States
Trustee.


BLANKENSHIP FARMS: Trustee Selling Assets Thru Alexander Auction
----------------------------------------------------------------
Marianna Williams, the Chapter 11 Trustee of Blankenship Farms LP,
asks from the U.S. Bankruptcy Court for the Western District of
Tennessee to authorize the public auction of real and personal
property of the estate free and clear of all interests, liens,
claims and encumbrances.

Since her appointment, the Trustee has proceeded to investigate the
business, assets, and operations of the Debtor.  The Debtor's
previous business operations consisted primarily of a row crop and
cattle farming operation.  However, since the filing of the
petition, due to lack of funding, loss of equipment and other
assets pursuant to Orders of the Court, there is no current farming
operation.

In the filing of the Motion, the Trustee asks an Order of the Court
authorizing her to sell the real and personal property of the
Estate, other than in the ordinary course of business, free and
clear of liens, claims and encumbrances via Public Sale.  Included
in the Assets to be sold via public sale are tracts of real
property and personal property consisting of equipment and motor
vehicles.

Farm Credit Mid-America, FLCA, is the holder of asserted liens on
much of the Real Property and Personal Property of the Debtor.

Pursuant to an order entered by the Court on April 20, 2017, the
Court partially granted Farm Credit's motion to lift the automatic
stay imposed as to Personal Property subject to its lien and
continued the matter regarding lifting of the automatic stay as to
Real Property on which Farm Credit asserts a lien to be heard in
connection with the Sale Motion.

The Johnson Farm listed is currently subject to a pending motion
filed in the case on Feb. 3, 2017, by secured creditors Karen
Gulledge, Mack Evans Johnson, Nathan Daryl Johnson and Joe Lee
Johnson, seeking termination of the Automatic Stay as to the
Johnson Farm.  In order to fulfill her fiduciary obligation to
creditors, the Trustee proposes that the Public Sale of Real
Property and Personal Property owned by the Debtor be sold at
auction to the highest bidder.

Two tracts of the Real Property, consisting of the Belton Farm and
Keymon Farm are owned as tenants-in-common between the Debtor,
owing 1/2 interest, and Jeremy Pearcy and wife, Holly Pearcy owing
1/2 undivided interest.  The Pearcys have consented to the sale of
their 1/2 undivided interests in the Belton Farm and the Keymon
Farm.

A copy of the list of Assets to be sold attached to the Motion is
available for free at:

    http://bankrupt.com/misc/Blankenship_Farms_226_Sales.pdf

The Trustee proposes that Marvin E. Alexander of Alexander Auction
& Real Estate Sales conduct the public auction with the assistance
of Alan Evans of Evans Real Estate.  The Trustee has filed a Motion
to Appoint the Auction Company simultaneously with the Motion.

To ensure that the Debtor's Bankruptcy Estate realizes maximum
value from the sale of the Assets, the Trustee asserts that the
Public Sale must be in the form of a public auction.  The Public
Sale is supported by ample business justification and is reasonable
and appropriate under the circumstances of the case.  The proposed
auction is designed to foster an open, competitive and fair sale
process, while maximizing the value the Trustee hopes to obtain for
the Assets.

The Auction Company will be responsible for advertising the Public
Sale through its normal marketing process, by publication and
electronic means throughout Middle and West Tennessee and the
Mid-South.  The auction will be conducted at the date and time
advertised for the Public Sale.  All bidding for the Assets will be
concluded at the Public Sale.  

All bidders at the Public Sale will be deemed to have consented to
the jurisdiction of the Court and to have waived any right to jury
trial in connection with any disputes related to the Public Sale,
the sale of Assets and the construction and enforcement of any bids
submitted during the auction process.

The Auction Company proposes to charge a Buyer's Premium of 10% on
each parcel of Real Property and item of Personal Property sold at
the Public Sale as compensation for its services along with
reimbursement of expenses as agreed with the Trustee and approved
by the Court.  Upon completion of the Public Sale, the Trustee
proposes to pay the costs of the sale and expenses of the Auction
Company in accordance with an order to be entered by the Court.

In addition, the Trustee proposes to distribute the net proceeds of
sale from the Assets to creditors that have an undisputed secured
interest in the Real Property or Personal Property, in order of
priority, as of the date of closing.  Any co-owner will be paid the
co-owner's interest in the property at closing or as soon as
practicable thereafter, to the extent there are net proceeds after
satisfaction of any secured lien on the Real Property sold.

With regard to the parcels of Real Property sold, the Winning
Bidder will be required to submit to the Trustee on the day of sale
a deposit consisting of 10% of the winning bid.  If for any reason
the Winning Bidder fails to consummate the sale of the parcel of
Real Property, the offer of the second highest or best bid (subject
to the same reservations) will be automatically deemed as submitted
the highest and best bid and the Trustee is authorized to effect
the sale of the parcel of Real Property to such offer without
further Order from the Court.  If such failure to consummate the
purchase of a parcel of Real Property is the fault of the Winning
Bidder, the Winning Bidder's deposit will be forfeited to the
Trustee, and the Trustee specifically reserves the right to seek
all available damages from the defaulting bidder.

The Auction Company has indicated that the timing of the sale of
the Real Property is critical to maximize its value.  In addition,
it appears that the insurance on some of the items of Personal
Property may have lapsed.  As such it is necessary to expedite the
hearing on the Sale Motion in order to proceed with the Public Sale
at the earliest possible date convenient to the Court.

Accordingly, the Trustee asks that hearing be held expeditiously
for the Court to enter an Order authorizing and scheduling the
Public Sale that is 30 days following the entry of the Order
authorizing and approving the Public Sale and bid procedures.

The Trustee proposes to sell the Assets and submits that an orderly
auction of such assets is the best way to maximize the value of the
Assets for the benefit of creditors and all parties-in-interest.
Accordingly, the Trustee asks the Court to approve the relief
sought and related relief.

                   About Blankenship Farms

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 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 Trustee in the case on March 9,
2017.  The trustee hired Baker Donelson Bearman Caldwell &
Berkowitz, PC, as legal counsel.


BON-TON STORES: Fails to Comply with Nasdaq Listing Requirements
----------------------------------------------------------------
The Bon-Ton Stores, Inc., received two staff deficiency letters
from The Nasdaq Stock Market on May 1, 2017.  One letter notified
the Company that for the past 30 consecutive business days prior to
the date of the letter, the market value of "publicly held" shares
of the Company was less than $15 million, which does not meet the
requirement for continued listing on The Nasdaq Global Select
Market, as required by Nasdaq Listing Rule 5450(b)(3)(C).  The
other letter notified the Company that for the past 30 consecutive
business days prior to the date of the letter, the closing bid
price for the Company's common stock was below $1 per share, which
does not meet the requirement for continued listing on The Nasdaq
Global Select Market, as required by Nasdaq Listing Rule
5450(a)(1).

In accordance with Nasdaq Listing Rules 5810(c)(3)(D) and
5810(c)(3)(A), Nasdaq has provided the Company with 180 calendar
days, or until Oct. 30, 2017, to regain compliance with the MVPHS
Rule and the Minimum Bid Price Rule, respectively.  To regain
compliance with the MVPHS Rule, the market value of the Company's
publicly held shares must meet or exceed $15 million for a minimum
of ten consecutive business days during the 180-day grace period.
To regain compliance with the Minimum Bid Price Rule, the closing
bid price for the Company's common stock must be at least $1 for a
minimum of ten consecutive business days during the 180-day grace
period.

The Company is presently evaluating possible courses of action to
regain compliance with the Minimum Bid Price Rule and the MVPHS
Rule.  If the Company does not regain compliance with both rules by
Oct. 30, 2017, or if the Company fails to satisfy another Nasdaq
requirement for continued listing, Nasdaq will provide written
notice that the Company's common stock is subject to delisting from
The Nasdaq Global Select Market.  In such event, Nasdaq rules
permit the Company to appeal any delisting determination to a
Nasdaq Hearings Panel.

If the Company regains compliance with both rules by Oct. 30, 2017,
Nasdaq will provide written confirmation to the Company and close
the matter.  However, there can be no assurance that the Company
will be able to regain compliance or that the Company will be able
to maintain its Nasdaq listing.

The notification has no immediate effect on the Company's listing
on the Nasdaq Global Select Market or on the trading of the
Company's common stock.

                  About The Bon-Ton Stores, Inc.

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 263 stores, which
includes nine furniture galleries and four clearance centers, in 25
states in the Northeast, Midwest and upper Great Plains under the
Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman,
Herberger's and Younkers nameplates.  The stores offer a broad
assortment of national and private brand fashion apparel and
accessories for women, men and children, as well as cosmetics and
home furnishings.  The Bon-Ton Stores, Inc. is an active and
positive participant in the communities it serves.  For further
information, please visit http://investors.bonton.com.    

Bon-Ton Stores reported a net loss of $63.41 million on $2.60
billion of net sales for the fiscal year ended Jan. 28, 2017,
compared to a net loss of $57.05 million on $2.71 billion of net
sales for the fiscal year ended Jan. 30, 2016.  As of Jan. 28,
2017, Bon-Ton Stores had $1.50 billion in total assets, $1.52
billion in total liabilities and a total shareholders' deficit of
$22.78 million.

                          *     *     *

As reported in the TCR on Dec. 4, 2015, Moody's Investors Service
downgraded Bon-Ton Stores's Corporate Family Rating to 'Caa1' from
'B3'.  The company's Speculative Grade Liquidity rating was
affirmed at SGL-2.  The rating outlook is stable.  The downgrade
considers the continuing and persistent negative pressure on
Bon-Ton's revenue and EBITDA margins which has been accelerating
during the course of fiscal 2015.

As reported by the TCR on Aug. 22, 2016, S&P Global Ratings raised
its corporate credit rating on Bon-Ton Stores to 'CCC+' from 'CCC'.
The outlook remains negative.  "The upgrade reflects our view of
Bon-Ton's somewhat improved liquidity after refinancing its A-1 ABL
term loan tranche with an extended maturity to March 2021 and
enhanced liquidity from the additional $50 million in borrowing
capacity to address upcoming debt maturity in 2017.


CAESARS ENTERTAINMENT: NJ Casino Commission Rules on Restructuring
------------------------------------------------------------------
Caesars Entertainment Corporation and Caesars Entertainment
Operating Company, Inc. ("CEOC") on May 11, 2017, disclosed that
the New Jersey Casino Control Commission ("Commission") ruled on
matters related to the restructuring of CEOC.  These rulings are
important milestones in the ongoing efforts to complete CEOC's
restructuring.

The Commission ruled that the entities that will own the real
property assets of Caesars Atlantic City and Bally's Park Place
will be licensed as casino service industry enterprise licensees in
connection with serving as landlords under a Lease Agreement.  The
Commission also approved the Lease Agreement between these entities
and Caesars Atlantic City and Bally's Park Place.

Further approvals of matters required to complete the restructuring
and the merger of Caesars Entertainment and Caesars Acquisition
Company are pending before the New Jersey Division of Gaming
Enforcement and the Commission.  Caesars Entertainment anticipates
these rulings to be forthcoming by early third quarter of 2017.

Caesars Entertainment and Caesars Acquisition Company continue to
engage with their respective regulators in jurisdictions where
approvals are required for the merger and other aspects of CEOC's
restructuring. In addition to regulatory approvals, the merger is
subject to approval by stockholders of both companies and other
customary closing conditions, and CEOC's restructuring is subject
to the completion of the merger, certain financing activities,
continuing oversight by the United States Bankruptcy Court, and
other customary closing conditions.

                   About Caesars Entertainment

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

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

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

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

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

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

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

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

                       *     *     *

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


CAPSTONE PEDIATRICS: Latest Plan to Pay Unsecureds in 8 Years
-------------------------------------------------------------
General unsecured creditors of Capstone Pediatrics, PLLC will be
paid in full over a period of eight years, according to the
company's latest Chapter 11 plan of reorganization.

The original plan proposed to pay general unsecured creditors in
full over 15 years.

According to the latest plan, beginning on the first business day
of the first year following the effective date of the plan, and on
the first day of each month thereafter, Capstone will make equal
monthly amortized payments of principal and interest sufficient to
pay allowed Class 7 general unsecured claims in full over a period
of eight years.

The principal balance of Class 7 claims will bear interest from the
effective date at a rate of 3.5% per annum, according to Capstone's
latest disclosure statement filed on May 2 with the U.S. Bankruptcy
Court for the Middle District of Tennessee.

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

                     About Capstone Pediatrics

Capstone Pediatrics, PLLC, aka Centennial Pediatrics, is a
physician-owned pediatric practice headquartered in Nashville,
Tennessee.  The Company was formerly known as Centennial
Pediatrics.  It was acquired by Dr. Gary Griffieth and his sister,
Winnie Toler, in late 2013 from Dr. Edward Hamilton, who was
convicted on a misdemeanor fraud.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D.
Tenn. Case No. 15-09031) on Dec. 18, 2015.  The Debtor estimated
its assets at $1 million to $10 million and liabilities at $10
million to $50 million.  The petition was signed by Gary G.
Griffieth, chief executive officer.  

Judge Randal S Mashburn presides over the case.  Griffin S Dunham,
Esq., at Emerge Law PLC serves as the Debtor's bankruptcy counsel.
The Debtor hired Legacy Strategy Group as its consultant.

On Feb. 20, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.


CASINO REINVESTMENT: S&P Affirms BB on 2005 Parking Fee Bonds
-------------------------------------------------------------
S&P Global Ratings revised its outlook to stable from negative on
Casino Reinvestment Development Authority (CRDA), N.J., series
2005A (tax-exempt) and 2005B (taxable) parking fee revenue bonds.
At the same time, S&P Global Ratings affirmed its 'BB' rating on
the bonds.

"We base the outlook revision on our view of stabilizing debt
service coverage in 2016," said S&P Global Ratings credit analyst
David Hitchcock.

The bonds are secured by $2.50 out of a $3.00 statutory parking fee
collected at 12 casinos in Atlantic City, of which seven remain
open, as well as a $1.00 casino contractual fee collected at 11 of
the original 12 casinos.

The rating reflects what S&P views as these credit weaknesses:

   -- Pledged revenue is generated primarily from a narrow base of

      a limited number of parking lots connected to certain casino

      hotels, which is subject to potential volatility due to the
      discretionary nature of visitor traffic;

   -- Previous declines in pledged revenue following closure of
      four of 12 casino hotels in 2014, and potential revenue
      decline in 2017 because of the Trump Taj Mahal closure in
      October 2016 that could push debt service coverage slightly
      below 1x.  However, S&P expects the Taj Mahal to reopen
      under new ownership as a Hard Rock Cafe hotel casino in the
      summer of 2018, at which time there could be revenue gains;

   -- Increased competition from casino openings in neighboring
      states, especially Pennsylvania, which has weakened Atlantic

      City casinos gross revenue performance and made the city
      less attractive as a gaming destination; and

   -- The fixed rate nature of the pledged parking fees and other
      pledged taxes, which the authority cannot raise.

These weaknesses are somewhat offset, in S&P's opinion, by:

   -- Stabilized debt service coverage at currently sufficient
      1.11x maximum annual debt service (MADS) in 2016, following
      similar 1.13x coverage in 2015, as the result of only a 2%
      decline in pledged revenue in 2016.  This represents
      relative stabilization following a 12% drop in pledged
      revenue in 2015 and a 22% drop in 2014.  Although S&P
      believes debt service coverage is vulnerable to falling
      below 1x in 2017 due to the Trump Taj Mahal closure, this is

      balanced against potential improvement in coverage when the
      Hard Rock Cafe opens;

   -- A fully funded debt service reserve that could cushion
      potential declines to below 1x annual debt service coverage,

      and a short and eight-year final maturity; and

   -- Efforts by the state, local government agencies, and the
      CRDA to diversify Atlantic City's economy and stabilize the
      revenue base.

Several new developments have occurred in the past year.  In
addition to the Trump Taj Mahal closure (and planned reopening as a
Hard Rock Cafe casino), Showboat casino, which closed in 2014,
resumed operations in summer 2016 as a non-casino hotel.  As well,
a state referendum in November 2016 rejected expansion of casino
gaming to northern New Jersey, which posed the threat of new
competition.

The stable outlook reflects debt service coverage that has
stabilized at an adequate level in 2016, a fully funded debt
service reserve, and the already speculative-grade rating level,
although S&P believes it is possible coverage could dip below 1x in
2017 following the Trump Taj Mahal closure, in advance of a
potential rebound in pledged revenue when the facility reopens as a
Hard Rock Cafe casino hotel.  Should it appear that pledged
revenues will dip substantially below 1x annual debt service
coverage for a sustained period that could exhaust the debt service
reserve during the remaining eight-year maturity, S&P could take
negative rating action.  S&P could also take negative rating action
should another casino that contributes pledged revenue close.  If
debt service coverage materially improves, S&P could take positive
ration action during our two-year outlook horizon.


CENTRAL GROCERS: Has Court's Nod to Use Cash Collateral
-------------------------------------------------------
The Hon. Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware has issued an emergency bridge order
granting Central Grocers, Inc. and its debtor affiliates' request
to use, pending a further hearing, cash collateral to, among other
things, permit the continuation of their business pending their
orderly wind down and sale.

As reported by the Troubled Company Reporter on May 12, 2017, the
Debtors sought authorization from the Court for immediate use of
the cash collateral.  The Debtors submit that they have commenced
the Chapter 11 cases in order to facilitate a parallel process of
selling substantially all of their assets while also closing stores
that ultimately have no value and cannot be sold in the sale
process, all while preventing further dissipation of assets due to
the involuntary Chapter 7 petition filed against Central Grocers.
The Debtors believe that a sale of substantially all of their
assets would repay substantial amounts to the Debtors' prepetition
secured creditors and allow for the continued operation of
significant portions of its business as a going concern under new
ownership, thereby maximizing value for all parties in interest.

                      About Central Grocers

Joliet, Illinois-based Central Grocers, Inc. --
http://www.central-grocers.com/-- is a supplier to independent  
grocery stores in the Midwestern United States.  Formed in 1917,
Central Grocers is organized as a retail cooperative (co-op) owned
by the independent supermarket retailers that Central supplies.

Central Grocers is the seventh largest grocery cooperative in the
United States.  It supplies over 400 stores in the Chicago area
with groceries, produce, fresh meat, service deli items, frozen
foods, ice cream and exclusively the Centrella Brand distributor.
Sales have grown to $2.0 billion per year over the past 94 years.

Central Grocers sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10993) on May 4,
2017.  Eleven affiliates of the company also filed separate Chapter
11 petitions (Bankr. D. Del. Case Nos. 17-10992, 17-10994 to
17-11003).  The petitions were signed by Donald E. Harer, chief
restructuring officer.  

The cases are assigned to Judge Brendan Linehan Shannon.

Weil, Gotshal & Manges LLP serves as the Debtors' bankruptcy
counsel.  The Debtors have also hired Richards, Layton & Finger
P.A. as local counsel; Lavelle Law, Ltd., as general corporate
counsel; Conway Mackenzie Inc. as financial advisor; and Peter J.
Solomon Company as investment banker.

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


CHALFONT ROCK: Hires Nathan Medvidofsky as Appraiser
----------------------------------------------------
Chalfont Rock, LLC seeks authorization from the U.S. Bankruptcy
Court for the District of Colorado to employ Nathan Medvidofsky of
Valuation Appraisals, Inc. as appraiser to the Debtor's two
investment properties in Boulder, Colorado which it rents out for
residential purposes.

The Debtor requires Mr. Medvidofsky to:

   (a) prepare an appraisal of the properties;

   (b) prepare for and testify at the confirmation hearing; and

   (c) review and testify about any appraisal prepared by the
       secured creditors.

The Appraiser requires the Debtor to pay the firm at the time the
appraisals are performed. The cost for both appraisals total
$1,790.

In addition, the Appraiser charges $150 an hour for trial
preparation and $195 an hour to testify.

Nathan Medvidofsky, owner of Valuation Appraisals, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estate.

The Appraiser can be reached at:

       Nathan Medvidofsky
       VALUATION APPRAISALS, INC.
       9590 W. 14th Avenue
       Lakewood, CO 80215
       Tel: (303) 233-8303
       Fax: (303) 233-8220
       E-mail: nhm@valuate.net

                      About Chalfont Rock

Chalfont Rock, LLC owns two investment properties in Boulder,
Colorado, which it rents out for residential purposes. Chalfont
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Colo. Case No. 16-12343) on March 16, 2016.

The Debtor hired Buechler & Garber, LLC, as its legal counsel.


CHARLES WALKER: Trustee's Sale of Nashville Property for $210K
--------------------------------------------------------------
Judge Randal S. Mashburn of the U.S. Bankruptcy Court for the
Middle District of Tennessee authorized the private sale of John C.
McLemore, Trustee of Charles E. Walker, of the house and lot at 321
Bowwood Drive, Nashville, Tennessee, map and parcel: 119 04 0
143.00, to Andrew Wilson for $210,000.

The sale is free and clear of all liens with the liens that may
exist attaching to the proceeds of the sale.

The 14-day stay of the sale of the property following the entry of
the Order set out in FRBP 6004(h) is waived.

The Trustee will file a report of sale as required by FRBP
6004(f).

Charles E. Walker sought Chapter 11 protection (Bankr. W.D. Tenn.
Case No. 16-10413) on Feb. 29, 2016.


CLIFFS NATURAL: Will Take Legal Action Over 'Inaccurate' Comments
-----------------------------------------------------------------
Cliffs Natural Resources Inc. disclosed it has already instructed
its outside legal counsel to pursue appropriate legal action
against all parties involved in the publication of "inaccurate" and
"materially misleading" remarks regarding Lourenco Goncalves'
previous share purchases.  Cliffs said these comments were intended
to manipulate the Company's share price.

On May 4, 2017, Barron's Ben Levisohn and Axiom Capital
Management's Gordon Johnson reported the open market purchase of
200,000 Cliffs shares made on May 3 by Mr. Goncalves, the Company's
chairman, president and CEO.  In particular, Cliffs noted, Barron's
and Axiom inaccurately reported that Mr. Goncalves' last open
market share purchase occurred in March 2015 when, in fact, Mr.
Goncalves has made multiple significant open market purchases of
Cliffs shares since March 2015, totaling 300,000 shares, including
two purchases in May 2015 and one purchase in May 2016.  The
Company maintained that all of these purchases were reflected in
Form 4's filed with the United States Securities and Exchange
Commission.  

"Both Barron's and Axiom would have been well aware of these later
trades from publicly available information at the time their
comments were made," Cliffs stated in a regulatory filing with the
SEC.  "Cliffs believes that such materially misleading
misstatements are an intentional attempt to manipulate Cliffs'
share price to support the "bearish" position Mr. Johnson's firm
Axiom has historically taken with respect to Cliffs' stock."

                  About Cliffs Natural Resources

Cliffs Natural Resources Inc. --
http://www.cliffsnaturalresources.com/-- is a mining and natural
resources company.  The Company is a major supplier of iron ore
pellets to the U.S. steel industry from its mines and pellet plants
located in Michigan and Minnesota.  Cliffs also produces
low-volatile metallurgical coal in the U.S. from its mines located
in West Virginia and Alabama.  Additionally, Cliffs operates an
iron ore mining complex in Western Australia and owns two
non-operating iron ore mines in Eastern Canada.  Driven by the core
values of social, environmental and capital stewardship, Cliffs'
employees endeavor to provide all stakeholders operating and
financial transparency.

On Jan. 27, 2015, Bloom Lake General Partner Limited and certain of
its affiliates, including Cliffs Quebec Iron Mining ULC commenced
restructuring proceedings in Montreal, Quebec, under the Companies'
Creditors Arrangement Act (Canada).  The initial
CCAA order will address the Bloom Lake Group's immediate liquidity
issues and permit the Bloom Lake Group to preserve and protect its
assets for the benefit of all stakeholders while restructuring and
sale options are explored.

Cliffs Natural reported net income attributable to common
shareholders of $174.1 million for the year ended Dec. 31, 2016,
compared to a net loss attributable to Cliffs common shareholders
of $788 million for the year ended Dec. 31, 2015.  As of March 31,
2017, Cliffs Natural had $1.92 billion in total assets, $2.62
billion in total liabilities and a $703 million total deficit.

                       *     *     *

As reported by the TCR on Feb. 14, 2017, Moody's Investors Service
upgraded Cliffs Natural Resources' Corporate Family Rating (CFR)
and Probability of Default Rating to 'B2' and 'B2-PD' from 'Caa1'
and 'Caa1-PD', respectively, and assigned a 'B3' rating to the new
senior unsecured guaranteed notes.  The upgrade follows the
company's announcement of a $500 million senior unsecured
guaranteed note issuance and an approximate $590 million equity
issuance.

In February 2017, S&P Global Ratings said it raised its long-term
corporate credit rating on Cliffs to 'B' from 'CCC+' after the
company announced a $591 million equity issuance and the tender
offer for high-cost debt.  The outlook is stable.


COATES INTERNATIONAL: Issues $45K Convertible Note to GS Capital
----------------------------------------------------------------
Coates Internatinal, Ltd. received the net proceeds of a Securities
Purchase Agreement and related convertible promissory note, dated
May 3, 2017, in the face amount of $45,000 issued to GS Capital
Partners, LLC.  The Promissory Note matures in May 2018 and
provides for interest at the rate of eight percent per annum. The
Note may be converted into unregistered shares of the Company's
common stock, par value $0.0001 per share, at the Conversion Price,
as defined, in whole, or in part, at any time beginning 180 days
after the date of the Note, at the option of the Holder.  All
outstanding principal and unpaid accrued interest is due at
maturity, if not converted prior thereto.  The Company incurred
expenses amounting to $4,500 in connection with this transaction.

The Conversion Price will be equal to 65% multiplied by the Market
Price, as defined.  The Market Price will be equal to the lowest
closing daily Volume Weighted Average Price of the Company's common
stock on the OTC Pink Sheets during the 12 trading-day period
ending one trading day prior to the date of conversion by the
Holder.  The number of shares of common stock to be issued upon
conversion will be equal to the aggregate amount of principal,
interest and penalties, if any divided by the Conversion Price.
The Holder anticipates that upon any conversion, the shares of
stock it receives from the Company will be tradable by relying on
an exemption under Rule 144 of the U.S. Securities and Exchange
Commission.

These note may be prepaid with a prepayment penalty equal to 15%
during the first 60 days, 20% during the next 90 days and 30%
during the next 30 days the note is outstanding.  The Company has
reserved 461,538,333 shares of its unissued common stock for
potential conversion of the convertible note.

The convertible promissory note was privately offered and sold to
the Holder in reliance on specific exemptions from the registration
requirements of the United States federal and state securities laws
which the Company believes are available to cover this transaction
based on representations, warranties, agreements, acknowledgements
and understandings provided to the Company by the Holder.

                       About Coates
    
Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was
incorporated on Aug. 31, 1988, for the purpose of researching,
patenting and manufacturing technology associated with a spherical
rotary valve system for internal combustion engines.  This
technology was developed over a period of 15 years by Mr. George
J. Coates, who is the President and Chairman of the Board of the
Company.

The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve.  It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.

Coates reported a net loss of $8.35 million on $29,200 of total
revenues for the year ended Dec. 31, 2016, compared to a net loss
of $10.20 million on $94,200 of total revenues for the year ended
Dec. 31, 2015.  As of Dec. 31, 2016, Coates had $2.36 million in
total assets, $7.55 million in total liabilities and a total
stockholders' deficiency of $5.19 million.

MSPC, in Cranford, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company continues to have
negative cash flows from operations, recurring losses from
operations, and a stockholders' deficiency.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


COO COO'S NEST: Latest Plan Discloses New Source of Funding
-----------------------------------------------------------
Coo Coo's Nest, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Georgia its latest Chapter 11 plan in which
the company disclosed a new source of funding for the plan.  

The latest plan contemplates the company and Leif Johnson, part
owner and operator of Bite Bistro & Bar, entering into a lease
arrangement.

Under the agreement, Mr. Johnson will lease Coo Coo's Nest's real
property in Cumming to create a start-up restaurant and bar
business.  As part of the deal, the company will be provided up to
50% of the equity interests in any entity formed by the tenant
related to the deal in exchange for the tenant's interest in the
company.

Funding of the plan will be from rent payments under the lease and
distributions to Coo Coo's Nest on account of its equity interests
in the tenant, according to the company's disclosure statement for
its first amended plan filed on May 2.

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

                      https://is.gd/AeHdcu

                      About Coo Coo's Nest

Coo Coo's Nest, LLC is a limited liability company with its
principal place of business in Cumming, Forsyth County, Georgia.
The Debtor owns real property located at 1920 Freedom Parkway,
Cumming.

The Debtor filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga.
Case No. 16-21483) on July 29, 2016, disclosing under $1 million in
both assets and liabilities.  Lamberth, Cifelli, Ellis & Nason,
P.A. serves as the Debtor's legal counsel.


CREDITCORP: S&P Lowers ICR to 'CCC' on Increasing Refinancing Risk
------------------------------------------------------------------
S&P Global Ratings said it lowered its issuer credit rating on
Creditcorp to 'CCC' from 'B-'.  The outlook is negative.  At the
same time, S&P lowered its issue rating on Creditcorp's 12% senior
notes due July 2018 to 'CCC' from 'B-'.  S&P's recovery rating on
these notes is '4', reflecting its expectation for average recovery
(45%-50%) in a simulated default scenario.

"The downgrade reflects what we believe is an increasing likelihood
that Creditcorp may default within the next 12 months," said S&P
Global Ratings credit analyst Gaurav Parikh.  Although S&P
recognizes that the company is transitioning toward products that
have less regulatory risk, S&P believes these lower-yielding,
longer-term loans may not be entirely compatible with the company's
existing capital structure.  The company had $45 million in cash at
year-end 2016, and S&P expects cash earnings of roughly $20 million
to $25 million per year in each of the next two years. Considering
the regulatory risks Creditcorp and its peers face, S&P believes
the company may be challenged to refinance its debt. Thus, it is
likely to pursue a distressed debt exchange or repurchase in
advance of the maturity.

S&P expects leverage to remain about 5.0x and EBITDA coverage to
remain below 2.0x for the next 12 months.  Based on S&P's leverage
calculation, which is adjusted for operating leases, leverage was
4.4x in 2016.

In December 2016, the company purchased and retired $2.9 million in
principal of the senior secured notes in the open market for $2.3
million, implying a purchase price of 79% of par.  In November
2016, Creditcorp's revolver was amended, and the maximum draw was
reduced to $15 million from $30 million.  The amendment also waived
the financial covenants through the second quarter of 2017.  Had
the covenants not been waived, the company would have breached its
maximum net leverage, measured as debt to EBITDA, covenant of
3.25x.  Any such default would have triggered cross-default
provisions, which would have accelerated the repayment obligations.
As of December 2016, the company had nothing drawn on its
revolver, which matures in January 2018.

Creditcorp's revenue declined 4.6% to $377.3 million in 2016, but
adjusted EBITDA dropped 36% to $24.8 million from $38.6 million in
2015.  S&P believes the steep drop in EBITDA highlights the risk of
the company's repositioning strategy into less profitable products,
albeit ones with less regulatory risk.  Revenues from store-based
payday advances (35% of revenues) declined by 14% to $135 million
because of store closures, and automobile title loans (21% of
revenues) decreased by 20% to $79.5 million as a result of
decreased demand.  The decline was mitigated by a 33% increase in
store-based unsecured consumer loans and lines of credit to $58
million, which accounts for 15% of revenue.

S&P's base-case forecast also assumes that:

   -- Revenues decline by mid-to-high single digits in 2017 as the

      company exits less profitable stores and realigns its
      product offering;

   -- EBITDA margins remain below average because of higher
      provisions, repositioning to less profitable products, and
      increased compliance costs; and

   -- A decline in originations as consumers may not qualify under

      tighter underwriting standards.

S&P expects that CreditCorp's liquidity sources will exceed uses by
more than 1.2x during the next 12 months, based on S&P's
expectations of moderate funds from operations and no significant
capital expenditures or dividend payments.  S&P believes that the
company would not be able to sustain low-probability adversities
and could have difficulty refinancing its 2018 debt.  Additionally,
S&P's projections indicate that, if EBITDA were to decline by 10%,
the firm would breach its covenants, if restored.

Principal liquidity sources:

   -- Cash on balance sheet of $45 million (as of December 2016)
   -- S&P's estimate of funds from operations for next two years
      of $20 million-$25 million

Principal liquidity uses:

   -- Assumed capital expenditures of about $4 million-$7 million
   -- $162 million of debt maturities over the next 12-18 months
   -- Net loans originations of about $70 million-$85 million

S&P's negative outlook reflects increased refinancing risk related
to Creditcorp's secured notes maturing in July 2018 and its
deteriorating financial performance.

S&P could lower its rating over the next six to 12 months if it
expects the company to have difficulty servicing its interest, or
if the company undertakes a distressed debt exchange or buys back a
sizable portion of its debt at a discount to par.

An upgrade is unlikely over the next 12 months.  However, S&P could
raise the ratings if the company is able to refinance its 2018
notes and sustain EBITDA coverage above 2.0x with a product
offering aligned with new Consumer Financial Protection Bureau
rules.

   -- S&P's simulated default scenario contemplates a payment
      default in 2018 as a result of weak financial performance
      that impedes the company's ability to generate sufficient
      cash flows and EBITDA to service its debt.  S&P assumes a
      reorganization following the default, using an emergence
      EBITDA multiple of 4x to value the company.
   -- Simulated year of default: 2018
   -- EBITDA at emergence: $23.7 million
   -- EBITDA multiple: 4.0x
   -- Net enterprise value (after 5% administrative costs):
      $90.1 million
   -- Priority claims: $9.3 million
   -- Collateral value available to secured creditors:
      $80.7 million
   -- Senior secured notes: $172 million
      -- Recovery expectations: 45%-50%

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


CSSH INC: To Pay Unsecured Creditors $195 per Month Under Plan
--------------------------------------------------------------
CSSH, Inc., filed with the U.S. Bankruptcy Court for the Eastern
District of Michigan a supplement to its plan of reorganization and
disclosure statement to resolve objections by the Court, the U.S.
Trustee and certain of the creditors.

The supplement corrects clerical errors, supplies greater financial
information, summarizes that amount necessary to fund the Plan, and
provides the Debtor's projection of income and expense.

The Debtor provides this additional information:

     1. 2016 Fiscal year.  The Debtor has filed his 2016 11208 tax

        return.  This return reflects gross annual income of
        $814,694 or about $67,000 per month in gross sales.  The
        return also reflects a loss for the year of $3500 total.
        However, after deducting non cash tax deductions the
        Debtor had earned income of $36,000 or about $3000 per
        month for tax year 2016; and

     2. Post Petition Performance.  Post petition the Debtor has
        filed all required monthly financials.  These financials
        provide this pertinent information:

        a) gross sales have averaged $57,795 per month or
           approximately 14% less than on average for 2016 as a
           whole; and

        b) net profit has averaged $2897 or almost exactly the
           same as 2016 as a whole after backing out non cash
           deductions.  This ability to maintain profitability in
           light of the 14% decrease in gross sales reflects the
           efforts of the Debtor to cut costs and streamline the
           successful operation of the restaurant.

As a result of negotiation with the State of Michigan Department of
Treasury and the Michigan Unemployment Insurance Agency the amounts
required to be paid by the Debtor on a monthly basis have changed
and now total:

   IRS                             $200
   State of Michigan priority      $868
   State of Michigan secured       $272
   MIAU Priority                   $162
   MIAU Secured                    $498
   Unsecured Creditor              $195
                                 ------
                                 $2,195

A copy of the Supplement is available at:

           http://bankrupt.com/misc/mieb16-32129-85.pdf

As reported by the Troubled Company Reporter on April 18, 2017, the
Debtor on April 6, filed another version of the disclosure
statement explaining its Chapter 11 plan of reorganization
proposing to pay the State of Michigan's secured claim in the
amount of $41,508.65 with payments of $500 per month to the State
until the claim is paid in full.  Interest will accrue at the rate
of 4.5%.  Payments will commence 180 days from confirmation.

                         About CSSH Inc.

CSSH, Inc., operates a Mediterranean Restaurant in Flint, Michigan.
The restaurant is operated by the corporation's sole shareholder
Carmel Halloun.  The restaurant, which also does some catering,
employs 12 full and part-time employees.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Mich. Case No. 16-32129) on Sept. 14, 2016.

The case is assigned to Judge Daniel S. Oppermanflint.

The Debtor is represented by George E. Jacobs, Esq.


DAVE'S AUTOMOTIVE: Hires Darby Law as Counsel
---------------------------------------------
Dave's Automotive & Truck Rental, Inc. filed an ex parte
application to the U.S. Bankruptcy Court for the District of
Nevada, seeking permission to employ Darby Law Practice, Ltd. as
counsel, nunc pro tunc to the April 7, 2017 petition date.

The Debtor requires Darby Law to:

   (a) advise the Debtor of its rights, powers and duties as
       debtors and debtors in possession in the continued
       operation of business and management of its properties;

   (b) take all necessary action to protect and preserve the
       Debtor's estate, including the prosecution of actions on
       the Debtor's behalf, the defense of any actions commenced
       against the Debtor, the negotiation of disputes in which
       the Debtor is involved, and the preparation of objections
       to claims filed against the Debtor's estate;

   (c) prepare on behalf of the Debtor all necessary motions,
       applications, answers, orders, reports and papers in
       connection with the administration of the Debtor's estate;

   (d) attend meetings and negotiations with representatives of
       creditors, equity holders or prospective investors or
       acquirers and other parties in interest;

   (e) appear before the Court, any appellate courts and the
       Office of the United States Trustee to protect the
       interests of the Debtor;

   (f) pursue approval of confirmation of a plan of reorganization

       and approval of the corresponding solicitation procedures
       and disclosure statement; and

   (g) perform all other necessary legal services in connection
       with the Chapter 11 case.

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

Kevin A. Darby, partner of Darby Law, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtor and its estate.

Darby Law can be reached at:

       Kevin A. Darby, Esq.
       Tricia M. Darby, Esq.
       DARBY LAW PRACTICE, LTD.
       4777 Caughlin Parkway
       Reno, NV 89519
       Tel: (775) 322-1237
       Fax: (775) 996-7290
       E-mail: kevin@darbylawpractice.com
               tricia@darbylawpractice.com

Dave's Automotive & Truck Rental, Inc., filed a Chapter 11
bankruptcy petition (Bankr. D. Nev. Case No. 17-50410) on April 7,
2017, disclosing under $1 million in both assets and liabilities.
The Debtor is represented by Kevin A. Darby, Esq. of Darby Law
Practice, Ltd.


DELIVERY AGENT: Wants Plan Exclusivity Extended to July 12
----------------------------------------------------------
DA Liquidating Corp., fka Delivery Agent, Inc., and its
debtor-affiliates ask the U.S. Bankruptcy Court for the District of
Delaware to further extend the exclusive periods for filing a plan
of reorganization through and including July 12, 2017, and for
soliciting acceptances of the plan through and including Aug. 11,
2017.

A hearing is set for June 21, 2017, at 10:00 a.m. (ET) to consider
the Debtors' request.  Objections must be filed by May 25 at 4:00
p.m. (ET).

As reported by the Troubled Company Reporter on Jan. 5, 2017, Judge
Laurie Selber Silverstein extended the Debtors' exclusivity periods
for filing a chapter 11 plan and soliciting acceptances to the plan
through May 13, 2017 and July 12, 2017, respectively.  The Debtors
sought the extensions of their exclusivity periods, telling the
Court that they do not know yet the universe of claims against
their estates, and their negotiations with creditors remain
incomplete because none of the Bar Dates has passed yet.  

The Debtors tell the Court that sufficient cause exists to extend
the Exclusivity Periods by 60 days.  The Debtors are evaluating the
disposition of these Chapter 11 cases, and the outcome of the
conversion hearing may be determinative of the disposition.

On May 1, 2017, HALO Branded Solutions, Inc., the purchaser of
substantially all of the assets of Debtor Clean Fun Promotional
Marketing, Inc., asked the Court to convert the Chapter 11 cases to
cases under Chapter 7 liquidation.  The hearing on that request is
set for May 23 at 10:30 a.m. ET.

Because the current Exclusivity Period expires prior to the
conversion hearing, the Debtors believe it appropriate to extend
the Exclusivity Periods to ensure that the Debtors maintain
exclusivity until the conversion hearing and a short period
thereafter to allow for an orderly conversion or other disposition
of the Chapter 11 cases.

                  About Delivery Agent, Inc.

Headquartered in San Francisco, California, Delivery Agent, Inc.,
turns audiences into revenue generating customers for brands,
device manufacturers, and media companies worldwide. It offers
ShopTV, a technology that allows audiences to engage with and
transact directly from advertisements and television shows through
Web, mobile, and advanced television applications; a cloud-based
shopping platform, which enables omni-channel commerce for its
clients with simplicity; eCommerce platform for omni-channel
shopping; relevant and personalized product offers to viewers
based
on the content they are watching with the help of contextual
database; and advertising solutions.

Delivery Agent, Inc., and affiliates MusicToday, LLC, Clean Fun
Promotional Marketing, Inc., and Shop the Shows, LLC, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 16-12051) on
Sept. 15, 2016.

The cases are assigned to Judge Laurie Selber Silverstein.

The Debtors hired Pachulski Stang Ziehl & Jones LLP as local
Counsel; Keller & Benvenutti LLP as general counsel; Arch & Beam
Global, LLC as financial advisor; and Epiq Bankruptcy Solutions,
LLC, as claims and noticing agent.

Andrew R. Vara, the Acting U.S. Trustee for Region 3, on Sept. 29,
2017, appointed seven creditors of Delivery Agent, Inc., to serve
on the official committee of unsecured creditors.  The Committee
employs Pepper Hamilton LLP as counsel; and Carl Marks Advisory
Group LLC as financial advisors, nunc pro tunc to Oct. 3, 2016.


DEWEY & LEBOUEF: Sanders Likely to Appeal on Double Jeopardy
------------------------------------------------------------
Andrew Strickler of Bankruptcy Law360 reports that Joel Sanders,
the lone Dewey & LeBoeuf LLC executive convicted at the fraud case
retrial, is likely to argue he faced double jeopardy after having
been acquitted of a host of charges during the first failed trial.
That, in turn, could pave the way for a broader indictment of the
entire case as flawed, Law360 notes.

                     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%,
respectively.


EQUIAN BUYER: S&P Affirms 'B' Rating on Increased Term Loan
-----------------------------------------------------------
S&P Global Ratings said that it affirmed its issue-level ratings on
Equian Buyer Corp., which include a $30 million revolving
commitment and upsized $425 million term loan, both rated 'B' and
with a '3' recovery rating, which indicates S&P's expectation for
meaningful (50%-70%; rounded estimate: 60%) recovery in the event
of payment default.

The affirmation comes as a result of the company's planned issuance
of up to a $100 million delayed draw facility increase to its $325
million first-lien term loan.  The facility is available to finance
acquisitions and will expire 120 days after closing unless
utilized.

S&P's ratings on Equian reflect its substantial debt burden and
small scale as a provider of technology-enabled payment integrity
services to clients operating in the domestic health care and
insurance industries.  The ratings also reflect the likelihood that
New Mountain Capital will continue to influence financial
governance that will hinder significant balance sheet
strengthening.  Equian provides an array of technology-enabled
services across the pre- and post-payment markets, with leading
capability in the subrogation segment.  The company serves a
diversified client portfolio in the health care, workers
compensation, and property and casualty verticals.

RATINGS LIST

Equian Buyer Corp.
Corporate Credit Rating      B/Stable/--

Ratings Affirmed; Recovery Ratings Unchanged

Equian Buyer Corp.
Equian LLC
Senior Secured              B
  Recovery Rating            3(60%)


ESPLANADE: VEREIT-Led Auction on June 5 Approved
------------------------------------------------
Judge Carol A. Doyle of the U.S. Bankruptcy Court for the Northern
District of Illinois authorized the bidding procedures of Esplanade
HL, LLC ("EHL") and its debtor-affiliates, in connection with EHL's
sale of commercial real property located at 2360 South Randall Road
in Algonquin, Illinois, to VEREIT Acquisitions, LLC, or its
designee or assignee, for $6,264,000, subject to overbid.

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

    http://bankrupt.com/misc/Esplanade_HL_146_Order.pdf

The Assumption and Assignment Procedures for the assumption and
assignment of the Lease are authorized, approved, and made part of
the Order as fully set forth.

The Debtor is authorized and empowered to take such steps, expend
such sums of money, and do such other things as may be necessary to
implement and effect the terms and requirements established by the
Order.

Subject to the final determination of the Court, the Debtor is
authorized to (a) determine (after consultation with First Midwest
Bank), in its discretion, which of the Qualified Bids submitted for
the Auction is the highest or otherwise best offer, and (b)
properly reject any and all bids that, in the Debtor's discretion
(after consultation with First Midwest Bank), are (i) inadequate or
insufficient; (ii) not in conformity with the requirements of the
Bankruptcy Code, or the terms and conditions of the Bidding
Procedures; or (iii) contrary to the best interests of the Debtor,
its estate, and creditors.

The Break-up Fee and other bid protections as set forth in the
Bidding Procedures are approved and the Debtor is authorized and
directed to pay any and all amounts owing to the Purchaser in
accordance with the terms of the Bidding Procedures, including the
Break-up Fee, without further order of the Court.

If the Purchaser becomes entitled to payment from the Debtor under
the Bidding Procedures for the Break-up Fee, the Break-up Fee will
be paid upon consummation, and from the proceeds, of a transaction
with a buyer other than the Purchaser.

The Auction Notice is sufficient to provide effective notice of the
Bidding Procedures, the Auction, and the Sale to all interested
parties, is approved.  Within three days of the entry of the Order,
the Debtor will serve the Auction Notice to all Notice Parties.

The Auction will be held on June 5, 2017 at 10:00 a.m. (CST) at the
Offices of Goldstein & McClintock LLLP, 111 W. Washington, Suite
1221, Chicago, Illinois, or such other location designed by the
Seller in advance of the Bid Deadline.

On June 7, 2017 at 10:30 a.m. (CT) or as soon thereafter as counsel
may be heard, the Sale Hearing will be held to consider the
issuance and entry of an Order, inter alia, approving the Sale of
the Property of the Debtor free and clear of liens, claims, and
encumbrances.

                    About Esplanade HL

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

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

Big Rock Ranch estimated assets at $500,000 to $1 million and
liabilities at $100,000 to $500,000.


FANNIE MAE: Reports Net Income of $2.77 Billion for First Quarter
-----------------------------------------------------------------
Federal National Mortgage Association, a/k/a Fannie Mae, filed with
the Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income of $2.77 billion on $27.38 billion of
total interest income for the three months ended March 31, 2017,
compared to net income of $1.13 billion on $27.33 billion of total
interest income for the three months ended March 31, 2016.

As of March 31, 2017, Fannie Mae had $3.30 trillion in total
assets, $3.30 trillion in total liabilities and $3.37 billion in
total stockholders' equity.

Fannie Mae expects to pay $2.8 billion in dividends to Treasury in
June 2017.  With the expected June 2017 dividend payment, Fannie
Mae will have paid a total of $162.7 billion in dividends to
Treasury.

Fannie Mae was the largest provider of liquidity to the mortgage
market in the first quarter of 2017, providing approximately $136
billion in mortgage financing that enabled families to buy,
refinance, or rent homes.

Fannie Mae is focused on providing value to the housing finance
system by:

   * delivering increased speed, simplicity, and certainty to
     customers and serving their needs by building a company that
     is efficient, innovative, and continuously improving;
   * implementing innovations that deliver greater value and
     reduced risk to lenders, such as the company's Day 1
     Certainty initiative with verification tools to expand
     representation and warranty relief; and

   * helping make predictable long-term fixed-rate mortgages,
     including the 30-year fixed-rate mortgage, available to
     families across the country.

Fannie Mae continues to increase the role of private capital in the
mortgage market and reduce the risk to Fannie Mae's business,
taxpayers, and the housing finance system through its credit risk
transfer transactions.  As of March 31, 2017, approximately 26
percent of the loans in the Company's single-family conventional
guaranty book of business, measured by unpaid principal balance,
were covered by a credit risk transfer transaction.

"Across our business, we are creating new ways to help our
customers make the mortgage process easier and safer, and provide
options that are affordable to more borrowers," said Timothy J.
Mayopoulos, president and chief executive officer.  "Both the
market and our operations continued to strengthen, and our progress
was reflected in another profitable quarter.  We look forward to
advancing our vision to create a digital mortgage process, and make
new strides in our efforts to encourage the creation of affordable
multifamily housing."

Net revenues, which consist of net interest income and fee and
other income, were $5.6 billion for the first quarter of 2017,
compared with $6.2 billion for the fourth quarter of 2016.
The Company has two primary sources of net interest income: (1) the
guaranty fees it receives for managing the credit risk on loans
underlying Fannie Mae mortgage-backed securities held by third
parties; and (2) the difference between interest income earned on
the assets in its retained mortgage portfolio and the interest
expense associated with the debt that funds those assets.
Net interest income was $5.3 billion for the first quarter of 2017,
compared with $5.8 billion for the fourth quarter of 2016. The
decrease in net interest income for the first quarter of 2017 was
due primarily to lower amortization income from mortgage
prepayments due to lower refinance activity and lower interest
income due to a decline in the average balance of the Company's
retained mortgage portfolio as the company continued to reduce this
portfolio.

In recent periods, an increasing portion of Fannie Mae's net
interest income has been derived from guaranty fees rather than
from the Company's retained mortgage portfolio assets.  This shift
has been driven by both the guaranty fee increases the Company
implemented in 2012 and the reduction of the Company's retained
mortgage portfolio.  More than 75 percent of the Company's net
interest income in the first quarter of 2017 was derived from its
guaranty business.  The Company expects that guaranty fees will
continue to account for an increasing portion of its net interest
income.

Net fair value losses were $40 million in the first quarter of
2017, compared with net fair value gains of $3.9 billion in the
fourth quarter of 2016.  Net fair value losses for the first
quarter of 2017 were due primarily to losses on Connecticut Avenue
Securities debt reported at fair value resulting from tightening
spreads between Connecticut Avenue Securities yields and LIBOR
during the quarter.  Net fair value losses for the first quarter of
2017 were partially offset by gains on the Company's risk
management derivatives due primarily to increases in longer-term
swap rates during the first quarter of 2017.  Net fair value gains
in the fourth quarter of 2016 were due primarily to increases in
longer-term interest rates positively impacting the value of the
Company's risk management derivatives.  Net fair value gains in the
fourth quarter of 2016 also were driven by gains on commitments to
sell mortgage-related securities driven by a decrease in prices as
interest rates increased during the commitment periods in the
quarter.

The estimated fair value of the Company's derivatives and
securities may fluctuate substantially from period to period
because of changes in interest rates, the yield curve, mortgage and
credit spreads, implied volatility, and activity related to these
financial instruments.

Credit-related income (expense) consists of a benefit or provision
for credit losses and foreclosed property expense.  Credit-related
income was $179 million in the first quarter of 2017, compared with
credit-related expense of $1.4 billion in the fourth quarter of
2016.  Credit-related income in the first quarter of 2017 was
driven primarily by an increase in actual and forecasted home
prices.

Credit-related expense in the fourth quarter of 2016 was due
primarily to a provision for credit losses driven primarily by an
increase in actual and projected interest rates during the quarter.
The increase in actual and projected interest rates in the fourth
quarter of 2016 increased the impairment on the Company's
individually impaired loans primarily related to concessions
provided on its modified loans, which was the driver of the
provision for credit losses for the quarter.

              VARIABILITY OF FINANCIAL RESULTS

Fannie Mae expects to remain profitable on an annual basis for the
foreseeable future; however, certain factors, such as changes in
interest rates or home prices, could result in significant
volatility in the Company's financial results from quarter to
quarter or year to year.  Fannie Mae's future financial results
also will be affected by a number of other factors, including: the
Company's guaranty fee rates; the volume of single-family mortgage
originations in the future; the size, composition, and quality of
its retained mortgage portfolio and guaranty book of business; and
economic and housing market conditions.  Although Fannie Mae
expects to remain profitable on an annual basis for the foreseeable
future, due to the Company's limited and declining capital reserves
(which decrease to zero in 2018) and the potential for significant
volatility in its financial results, the company could experience a
net worth deficit in a future quarter. If Fannie Mae experiences a
net worth deficit in a future quarter, the company will be required
to draw additional funds from Treasury under the senior preferred
stock purchase agreement to avoid being placed into receivership.

The Company's expectations for its future financial results do not
take into account the impact on its business of potential future
legislative or regulatory changes, which could have a material
impact on the Company's financial results, particularly the
enactment of housing finance reform legislation, corporate income
tax reform legislation, and changes in accounting standards. For
example, the current Administration proposes reducing the U.S.
corporate income tax rate.  Under applicable accounting standards,
a significant reduction in the U.S. corporate income tax rate would
require the company to record a substantial reduction in the value
of its deferred tax assets in the quarter in which the legislation
is enacted.  Thus, if legislation significantly lowering the U.S.
corporate income tax rate is enacted, the Company expects to incur
a significant net loss and net worth deficit for the quarter in
which the legislation is enacted and could potentially incur a net
loss for that year.  If the company experiences a net worth deficit
in a future quarter, it will be required to draw additional funds
from Treasury under the senior preferred stock purchase agreement
in order to avoid being placed into receivership.

     SUMMARY OF FIRST QUARTER 2017 BUSINESS SEGMENT RESULTS

Fannie Mae's two reportable business segments -- Single-Family and
Multifamily -- engage in complementary business activities in
pursuing Fannie Mae's vision to be America's most valued housing
partner and to provide liquidity, access to credit, and
affordability in all U.S. housing markets at all times, while
effectively managing and reducing risk to Fannie Mae's business,
taxpayers, and the housing finance system.  In support of this
vision, Fannie Mae is focused on: advancing a sustainable and
reliable business model that reduces risk to the housing finance
system and taxpayers; providing reliable, large-scale access to
affordable mortgage credit for qualified borrowers and helping
struggling homeowners; and serving customer needs by building a
company that is efficient, innovative, and continuously improving.

Single-Family Business

* Single-Family net income was $2.3 billion in the first quarter
  of 2017, compared with $4.5 billion in the fourth quarter of
  2016.  Net income for the first quarter of 2017 was driven
  primarily by net interest income and credit-related income.

* Single-Family net interest income was $4.8 billion in the first
  quarter of 2017, compared with $5.2 billion in the fourth
  quarter of 2016.  The decrease in net interest income for the
  first quarter of 2017 was due primarily to lower amortization
  income from mortgage prepayments due to lower refinance activity

  and lower interest income due to a decline in the average
  balance of the Company's single-family retained mortgage
  portfolio as the Company continued to reduce this portfolio.

* Single-Family credit-related income was $184 million in the
  first quarter of 2017, compared with credit-related expense of
  $1.5 billion in the fourth quarter of 2016.  Credit-related
  income in the first quarter of 2017 was driven primarily by an
  increase actual and forecasted home prices.

* Single-Family net fair value losses were $12 million in the
  first quarter of 2017, compared with net fair value gains of
  $4.0 billion in the fourth quarter of 2016.  Net fair value
  losses for the first quarter of 2017 were due primarily to
  losses on Connecticut Avenue Securities debt reported at fair
  value resulting from tightening spreads between Connecticut
  Avenue Securities yields and LIBOR during the quarter.  These
  fair value losses were partially offset by gains on the
  Company's risk management derivatives due primarily to increases
  in longer-term swap rates during the first quarter of 2017.

Multifamily Business

* Multifamily net income was $431 million in the first quarter of
  2017, compared with $548 million in the fourth quarter of 2016.
  Net income in the first quarter of 2017 was driven primarily by
  net interest income.

* Multifamily net interest income was $590 million in the first
  quarter of 2017, compared with $627 million in the fourth
  quarter of 2016.  The decrease in net interest income was due
  primarily to a decline in the average balance of the multifamily

  retained mortgage portfolio, as well as lower amortization
  income due to lower prepayments in the first quarter of 2017.
  The decrease in net interest income was partially offset by
  higher guaranty fee income as the Company's multifamily guaranty
  book of business grew and loans with higher guaranty fees became

  a larger part of its book, while loans with lower guaranty fees
  continued to liquidate.

* Multifamily net fair value losses were $28 million in the first
  quarter of 2017, compared with $98 million in the fourth quarter

  of 2016.  Net fair value losses in the first quarter of 2017
  were driven primarily by losses on our multifamily commitments  

  to sell mortgage-related securities as a result of increases in
  prices during the commitment periods.

* Multifamily new business volume totaled $17.4 billion for the
  first quarter of 2017, of which approximately 62 percent counted

  toward FHFA's 2017 multifamily volume cap.

        BUILDING A SUSTAINABLE HOUSING FINANCE SYSTEM

In addition to continuing to provide liquidity and support to the
mortgage market, Fannie Mae has invested significant resources
toward helping to maintain a safer and sustainable housing finance
system for today and build a safer and sustainable housing finance
system for the future.  The Company is pursuing the strategic goals
identified by its conservator, the Federal Housing Finance Agency
(FHFA).  These strategic goals are: maintain, in a safe and sound
manner, credit availability and foreclosure prevention activities
for new and refinanced mortgages to foster liquid, efficient,
competitive, and resilient national housing finance markets; reduce
taxpayer risk through increasing the role of private capital in the
mortgage market; and build a new single-family infrastructure for
use by Fannie Mae and Freddie Mac and adaptable for use by other
participants in the secondary market in the future.

             ABOUT FANNIE MAE'S CONSERVATORSHIP AND
                     AGREEMENTS WITH TREASURY

Fannie Mae has operated under the conservatorship of FHFA since
Sept. 6, 2008.  Treasury has made a commitment under a senior
preferred stock purchase agreement to provide funding to Fannie Mae
under certain circumstances if the company has a net worth deficit.
Pursuant to this agreement and the senior preferred stock the
company issued to Treasury in 2008, the Director of FHFA has
directed Fannie Mae to pay dividends to Treasury on a quarterly
basis since entering into conservatorship in 2008.
The chart below shows the funds the company has drawn from Treasury
pursuant to the senior preferred stock purchase agreement, as well
as the dividend payments the company has made to Treasury on the
senior preferred stock, since entering into conservatorship.

Fannie Mae expects to pay Treasury a dividend of $2.8 billion for
the second quarter of 2017 by June 30, 2017, calculated based on
the Company's net worth of $3.4 billion as of March 31, 2017, less
the current capital reserve amount of $600 million.

In August 2012, the terms governing the Company's dividend
obligations on the senior preferred stock were amended.  The
amended senior preferred stock purchase agreement does not allow
the company to build a capital reserve.  Beginning in 2013, the
required senior preferred stock dividends each quarter equal the
amount, if any, by which the Company's net worth as of the end of
the immediately preceding fiscal quarter exceeds an applicable
capital reserve amount.  The capital reserve amount is $600 million
for each quarter of 2017 and will decrease to zero in 2018.  The
amount of remaining funding available to Fannie Mae under the
senior preferred stock purchase agreement with Treasury is
currently $117.6 billion.  If the company were to draw additional
funds from Treasury under the agreement in a future period, the
amount of remaining funding under the agreement would be reduced by
the amount of the Company's draw.  Dividend payments Fannie Mae
makes to Treasury do not restore or increase the amount of funding
available to the company under the agreement.

Fannie Mae is not permitted to redeem the senior preferred stock
prior to the termination of Treasury's funding commitment under the
senior preferred stock purchase agreement.

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

                      https://is.gd/n2mivN

                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.


FARMACIA SAN JUSTO: Gets Approval of Plan to Exit Bankruptcy
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico on May 2
confirmed the plan proposed by Farmacia San Justo Inc. to exit
Chapter 11 protection.

The court gave the thumbs-up to the plan after finding that it
complies with section 1129 of the Bankruptcy Code.

In the same filing, the court also gave final approval to the
disclosure statement, which explains the company's plan of
reorganization.

Under the latest plan filed on April 21, holders of Class 3 general
unsecured claims of $4,000 or less will be paid 45% of their claims
on the effective date of the plan.

Meanwhile, holders of Class 3 general unsecured claims in excess of
$4,000 will be paid 45% of their claims through 72 equal monthly
installments of $6,985.88.  Payments will start on the 30th day of
the month following the effective date.

                    About Farmacia San Justo

Based in Saint Just, Puerto Rico, Farmacia San Justo, Inc. filed a
Chapter 11 petition (Bankr. D.P.R. Case No. 16-05624) on July 14,
2016.  The petition was signed by Hector O. Rodriguez, president.

In its petition, the Debtor estimated $0 to $1.30 million in both
assets and liabilities.

Judge Enrique S. Lamoutte Inclan presides over the case.  The
Debtor tapped Charles Alfred Cuprill, Esq., at Charles A. Cuprill,
PSC Law Office, as bankruptcy counsel, and Luis R. Carrasquillo &
Co., P.S.C. as financial consultant.

The Debtor filed a Chapter 11 plan of reorganization on January 10,
2017, and a disclosure statement on January 18, 2017.  The
disclosure statement was conditionally approved by the court on
January 20, 2017.


FINJAN HOLDINGS: Hosts Q1 Shareholder Update Call
-------------------------------------------------
Finjan Holdings, Inc., hosted a shareholder update call to discuss
its first quarter 2017 results along with its focus on other
strategic objectives on Monday, May 15, 2017.

An archived audio replay of the conference call will be available
for 2 weeks beginning at 4:30 pm Pacific Time on May 15, 2017, and
can be accessed by dialing 1-844-512-2921 and providing access code
10002991.  International callers can access the replay by dialing
1-412-317-6671.  The call will also be archived on Finjan's
investor relations website.

                       About Finjan

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

Finjan reported a net loss attributable to common stockholders of
$6.43 million for the year ended Dec. 31, 2016, compared to a net
loss attributable to common stockholders of $12.60 million for the
year ended Dec. 31, 2015.  As of Dec. 31, 2016, Finjan had $18.30
million in total assets, $3.93 million in total liabilities, $13.48
million in redeemable preferred stock and $886,000 in total
stockholders' equity.


FLYGLO LLC: Hires Fishman Haygood as Special Counsel
----------------------------------------------------
FlyGlo, LLC seeks authorization from the U.S. Bankruptcy Court for
the Eastern District of Louisiana to employ Fishman Haygood LLP as
special counsel, nunc pro tunc to April 23, 2017.

Fishman has served pre-petition as litigation counsel for the
Debtor in connection with two of the Debtor's service providers,
CFM and ACMC, regarding various billing disputes and regarding
damage to one of the Debtor's leased planes as a result of a "hot
start" of the plane's engine.

The Debtor anticipates that Fishman's services in this case will be
limited to:

     a. matters relating to CFM, ACMC and Amanda Air Ab involving
contracts and agreements between the parties;

     b. existing litigation relating to the "hot start"claim; and

     c. handling post-peteitition payments disputes.

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

      Brent B. Barriere                $475
      Loretta Mince                    $395
      D. Skylar Rosenbloom             $325
      Associates                       $200-$280
      Paralegals                       $150

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

Brent B. Barriere, Esq., attorney in the law firm of Fishman
Haygood 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.

Fishman may be reached at:

      Brent B. Barriere, Esq.
      Fishman Haygood LLP
      201 St. Charles Avenue, Suite 4600
      New Orleans, LA 70170-4600
      Tel: (504) 556-5525
      Mobile: (504) 556-5525
      Fax: (504) 586-5250

                  About FlyGlo, LLC

FlyGlo, LLC filed a Chapter 11 bankruptcy petition (Bankr. E.D. La.
Case No. 17-11015) on April 23, 2017.  The Hon. Elizabeth W. Magner
presides over the case.  Heller, Draper, Patrick, Horn & Dabney,
LLC represents the Debtor as counsel.

In its petition, the Debtor estimated $10 million to $50 million in
both assets and liabilities. The petition was signed by Calvin C.
"Trey" Fayard, III, chief executive officer.


FRANKFORD RESTAURANT: Hires Bielli & Klauder as Counsel
-------------------------------------------------------
Frankford Restaurant Holdings, Inc., seeks authorization from the
U.S. Bankruptcy Court for the Eastern District of Pennsylvania to
employ Bielli & Klauder, LLC as counsel to the Debtor.

The Debtor requires BK to:

     a. give the Debtor legal advice with respect to its powers and
duties as Debtor and Debtor-in-Possession;

     b. prepare on behalf of the Debtor necessary applications,
answers, orders, reports and other legal papers;

     c. represent the Debtor in defense of any proceedings
instituted to reclaim property or to obtain relief from the
automatic stay under section 362(a) of the Bankruptcy Code;

     d. assist the Debtor in the preparation of schedules,
statements of financial affairs, and any amendments thereto, which
the Debtor may be required to file in this case;

     e. assist the Debtor in the preparation of a plan of
reorganization and disclosure statement;

     f. assist the Debtor with any potential sales of its assets
pursuant to section 363 of the Bankruptcy Code; and

     g. perform all other legal services for the Debtor which may
be necessary herein.

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

     Thomas D. Bielli, Partner              $325
     David M. Klauder, Partner              $325
     Nella M. Bloom, of Counsel             $325
     Cory P. Stephenson, Associate          $295
     Amy M. Huber, Paralegal                $125

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

Thomas D. Bielli, Esq., a partner with the law firm of Bielli &
Klauder, LLC, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.

BK may be reached at:

     Thomas D. Bielli, Esq.
     David M. Klauder, Esq.
     Cory P. Stephenson, Esq.
     Bielli & Klauder, LLC
     1500 Walnut Street, Suite 900
     Philadelphia, PA 19102
     Phone: (215) 642-8271
     Fax: (215) 754-4177
     E-mail: tbielli@bk-legal.com
             dklauder@bk-legal.com
             cstephenson@bk-legal.com

Frankford Restaurant Holdings, Inc. filed a chapter 11 bankruptcy
petition (Bankr. E.D. Pa. Case No. 17-13208) on May 4, 2017,
pending before the Hon. Ashely M Chan.


FRANZEN INT'L: Adds New Provision on Treatment of Unsecured Claims
------------------------------------------------------------------
Franzen International, LLC, filed its latest Chapter 11 plan of
reorganization, which contains additional provisions on the
treatment of Class 12 general unsecured claims.  

The estimated amount of allowed Class 12 claims under the latest
plan ranges from $305,000 to $975,000.  

According to the latest plan, unsecured creditors would be paid in
full in seven years if the allowed claims are at the low end of the
range.  However, in the unlikely event that claims are allowed at
the high end of the range, unsecured creditors would be paid over
approximately 20 years.

The reorganized company will pay $40,000 annually, increasing to
$50,000 in 2021, to be distributed pro rata to holders of allowed
Class 12 claims.  These claims will be paid in annual installments
commencing on December 31, 2017, and continuing on the same date of
each successive year until the claims are paid in full with
interest at 5% simple interest, according to Franzen's latest
disclosure statement filed on May 2 with the U.S. Bankruptcy Court
for the Western District of Texas.

A copy of the first amended disclosure statement is available for
free at https://is.gd/QEt6z2

                   About Franzen International

Franzen International, LLC, based in New Braunfels, Texas, was
formed in June 2007.  At its inception, the Debtor was a site work,
excavation, utility and land development contractor focused on
commercial property development.  As oil and gas exploration
exploded in the Eagle Ford Shale, Franzen expanded to service the
burgeoning market for oil field site work.  By 2011, fifty percent
of Franzen's billings were for oil field site work.

The Debtor filed a Chapter 11 petition (Bankr. W.D. Tex. Case No.
16-51583) on July 13, 2016.  In its petition, the Debtor estimated
$1 million to $10 million in both assets and liabilities.  The
petition was signed by Travis Franzen, managing member.

The Hon. Craig A. Gargotta presides over the case.  Raymond W.
Battaglia, Esq., at Law Offices of Ray Battaglia, PLLC, as
bankruptcy counsel.

On March 6, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.


FREEDOM ACADEMY: S&P Raises Rating on 2016 Revenue Bonds to 'BB+'
-----------------------------------------------------------------
S&P Global Ratings raised its rating on Phoenix Industrial
Development Authority, Ariz.'s series 2016 fixed-rate education
facility revenue bonds, issued for Freedom Academy, one notch to
'BB+' from 'BB'.  The outlook is stable.

S&P Global Ratings raised the rating based on its criteria, titled
"U.S. Public Finance Charter Schools: Methodology And Assumptions,"
published Jan. 3, 2017, on RatingsDirect, and view of maximum
annual debt service coverage for fiscal 2016 that was better than
pro forma projections.  In addition, Freedom has successfully
transitioned to its new facility, which resolves prior concerns
over relocation and construction risk.

"We believe a positive rating action is unlikely over the one-year
outlook period due to the school's small enrollment base and
current management and governance structure.  However, we could
raise the rating or revise the outlook to positive if the school's
operations were to grow, resulting in improved days' cash on hand
and maximum annual debt service coverage above 2x in consecutive
years," said S&P Global Ratings credit analyst Melissa Brown.  "We
could lower the rating if Freedom's demand were to weaken,
resulting in a deterioration of the financial profile to levels we
no longer consider commensurate with its peers, or if overlap at
the board level were to have an effect on the school's ability to
operate effectively, straining the enterprise or financial
profiles."

The stable outlook reflects S&P Global Ratings' opinion that during
the next year, the charter school will maintain a steady financial
profile by continuing to generate positive revenue over expenses,
keep its healthy maximum annual debt service and debt service
coverage for the rating, and sustain its stable cash.  The rating
service expects the school's demand profile will continue to
reflect excellent academics and growing enrollment.

Revenue of Freedom, as defined in governing bond documents,
primarily per-pupil funding from Arizona, secures the bonds.


FTE NETWORKS: Benchmark Head Has 9.18% Stake as of April 20
-----------------------------------------------------------
Fred Sacramone disclosed in a Schedule 13D filed with the
Securities and Exchange Commission that as of April 20, 2017, he
beneficially owns 9,162,815 shares of common stock of FTE Networks,
Inc. representing 9.18% based on 99,509,249 shares of Common Stock
outstanding as of April 21, 2017, as reported by
FTE Networks, Inc.  Mr. Sacramone is the president of Benchmark
Builders Inc., a subsidiary of FTE.

On March 9, 2017, FTE entered into a Stock Purchase Agreement, as
amended by Amendment No. 1 to Stock Purchase Agreement, dated as of
the April 20, 2017, with Benchmark Builders Inc., a privately held
New York corporation, and Benchmark's shareholders.  The Stock
Purchase Agreement provided for the acquisition by FTE of 100% of
the issued and outstanding capital stock of Benchmark.
On April 20, 2017, at the closing of the transactions contemplated
by Stock Purchase Agreement, 8,912,815 shares of Common Stock were
issued to Mr. Sacramone.  In addition, on that date, FTE granted to
Mr. Sacramone an option to purchase 250,000 of Common Shares at a
purchase price of $0.88 per share.  Such option expires on
April 20, 2027.

Mr. Sacramone said he may, at any time and from time to time,
review or reconsider its position and/or change his purpose and/or
formulate plans or proposals with respect thereto.

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

                      https://is.gd/bo53XO

                       About FTE Networks

FTE Networks, formerly known as Beacon Enterprise Solutions Group,
Inc., is a vertically integrated company with an international
footprint.  Since its inception, FTE Networks has steadily advanced
its management, operational and technical capabilities to become a
leading provider of services to the telecommunications and wireless
sector with a focus on turnkey solutions.  FTE Networks provides a
comprehensive array of services centered on quality, efficiency and
customer service.

FTE Networks reported a net loss of $6.23 million for the year
ended Dec. 31, 2016.  The Company also reported a net loss of $3.55
million for the year ended Sept. 30, 2015.  As of Dec. 31, 2016,
FTE Networks had $14.73 million in total assets, $24.59 million in
total liabilities, $437,380 in total temporary equity and a $10.30
million total stockholders' deficiency.


FTE NETWORKS: Benchmark Principal Reports 18% Stake as of April 20
------------------------------------------------------------------
Brian P. McMahon disclosed in a Schedule 13D filed with the
Securities and Exchange Commission that as of April 20, 2017, he
beneficially owns 18,075,630 shares of common stock, par value
$0.001 par value per share, of FTE Networks, Inc. representing
18.16% based on 99,509,249 shares of Common Stock outstanding as of
April 21, 2017, as reported by FTE.  Mr. McMahon is a principal of
Benchmark Builders Inc., a subsidiary of FTE that is located at 237
West 35th Street, Suite 901, New York, New York 10001.

On March 9, 2017, FTE entered into a Stock Purchase Agreement,
as amended by Amendment No. 1 to Stock Purchase Agreement, dated as
of the April 20, 2017, with Benchmark Builders Inc., a privately
held New York corporation, and Benchmark's shareholders. The Stock
Purchase Agreement provided for the acquisition by FTE of 100% of
the issued and outstanding capital stock of Benchmark.

On April 20, 2017, at the closing of the transactions contemplated
by Stock Purchase Agreement, 17,825,630 shares of Common Stock were
issued to Mr. McMahon.  In addition, on that date, FTE granted to
Mr. McMahon an option to purchase 250,000 of Common Shares at a
purchase price of $0.88 per share.  Such option expires on April
20, 2027.

Mr. McMahon said he may, at any time and from time to time, review
or reconsider his position and/or change his purpose and/or
formulate plans or proposals with respect thereto.

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

                    https://is.gd/Ig9Gig

                     About FTE Networks

FTE Networks, formerly known as Beacon Enterprise Solutions Group,
Inc., is a vertically integrated company with an international
footprint.  Since its inception, FTE Networks has steadily advanced
its management, operational and technical capabilities to become a
leading provider of services to the telecommunications and wireless
sector with a focus on turnkey solutions.  FTE Networks provides a
comprehensive array of services centered on quality, efficiency and
customer service.

FTE Networks reported a net loss of $6.23 million for the year
ended Dec. 31, 2016.  The Company also reported a net loss of $3.55
million for the year ended Sept. 30, 2015.  As of Dec. 31, 2016,
FTE Networks had $14.73 million in total assets, $24.59 million in
total liabilities, $437,380 in total temporary equity and a $10.30
million total stockholders' deficiency.


GARDENS REGIONAL: ASMG Has Deal to Buy Hospital for $6.7 Million
----------------------------------------------------------------
Gardens Regional Hospital and Medical Center, Inc., doing business
as Gardens Regional Hospital and Medical Center, filed with the
U.S. Bankruptcy Court for the Central District of California its
Asset Purchase Agreement with American Specialty Management Group,
Inc., in connection with the sale of substantially all assets for
$6,700,000.

A hearing on the Motion was held on May 3, 2017.

The Asset Purchase Agreement, with the First Amendment To Asset
Purchase Agreement, the Interim Leaseback Agreement and the
Post-Closing Interim Management Agreement with Business Associate
Agreement, is to be executed by the Debtor and American Specialty
in accordance with the proposed Order A) Authorizing The Sale Of
Certain Of The Debtor's Assets To Winning Bidder American Specialty
Management Group, Inc., [Or Backup Bidder Promise Hospital Of East
Los Angeles, L.P. In The Event That The Sale To The Winning Bidder
Is Not Consummated] Free And Clear Of Liens, Claims, Encumbrances,
And Other Interests; (B) Approving The Assumption And Assignment Of
An Unexpired Lease Related Thereto; And (C) Granting Related Relief
lodged May 8, 2017.

If the sale were to proceed with back up bidder Promise Hospital,
the Asset Purchase Agreement, Post-Closing Interim Leaseback
Agreement and the Post-Closing Interim Management Agreement with
Business Associate Agreement attached to the Debtor's Notice Of
Motion And Motion To Approve Terms And Conditions Of A Private Sale
Of Certain Of The Debtor's Assets To Promise Hospital Of East Los
Angeles, L.P., In Accordance With Sections 363(b) And (f) Of The
Bankruptcy Code (Docket #706) would then be executed.

The salient terms of the APA are:

   a. Purchased Assets: The Seller will sell, assign, transfer,
convey and deliver to the Buyer, and the Buyer will purchase,
receive and accept from Seller, all of the following rights, assets
and properties owned or leased by Seller, whether tangible or
intangible, real, personal or mixed, movable or fixed, and wherever
located: (i) the Hospital Lease, including all security deposits
held under the Hospital Lease, and all claims, causes of action,
rights and defenses against the Hospital Landlord under or relating
to the Hospital Lease; (ii) all rights, to the extent assignable or
transferable, to all licenses, permits, approvals (including
pending approvals), registrations and other licenses, permits,
approvals and registrations issued to the Seller by any
Governmental Authority relating to the ownership, development or
operations of the Hospital and the Hospital Premises ("Licenses and
Permits"); (iii) all inventory and supplies, including without
limitation, all medical supplies, drugs, housekeeping, janitorial
and office supplies, food, and other disposables and consumables;
(iv) subject to the rights of the Hospital Landlord of the Hospital
Lease, all equipment, machinery, furniture and furnishings,
fixtures, tools, vehicles and other tangible personal property at
the Hospital Premises; (v) all motor vehicles, including without
limitation, the motor vehicles listed; (vi) all of the Assumed
Contracts, all amounts payable to Seller under the Assumed
Contracts, all security deposits held by counterparties to the
Assumed Contracts or by Seller, and all claims, causes of action,
rights and defenses against counterparties to the Assumed
Contracts; (vii) all rights, to the extent assignable or
transferable, in all express or implied warranties, representations
and guaranties of any manufacturer, vendor or contractor in
connection with the Purchased Assets; (viii) subject to the rights
of the Hospital Landlord of the Hospital Lease, all books and
records, whether in electronic or written form, relating to any of
the foregoing, including without limitation, all survey,
engineering and environmental reports, maintenance and repair
records, seismic compliance records, and hospital, laboratory,
pharmacy and OSHPD inspection and survey reports, certifications
and waivers with respect to the Hospital, the Hospital Premises and
the assets described; (ix) all plans, specifications, "as is"
drawings, and other drawings related to any improvements made, or
proposed to be made, to the Hospital Premises; and (x) any other
assets listed in Schedule 2.1(j).

    b. Purchase Price: (i) cash payment to Seller of $6,700,000;
(ii) assumption by the Buyer at Closing of the Hospital Lease Cure
Obligation; plus (iii) cash payments by the Buyer to the
counterparties to the Authorized Assumed Contracts in amounts equal
to the Cure Amounts under their respective Authorized Assumed
Contracts, which amounts will be paid by Buyer within seven
calendar days after the Closing Date; plus (iv) if the Seller has
paid the Hospital License Renewal Fees, reimbursement to the Seller
of the Hospital License Renewal Fees in the amount of 61,357.

    c. Allocation of Purchase Price: Prior to the Closing Date, the
Seller and the Buyer will mutually agree to allocate the Purchase
Price among the Purchased Assets in accordance with applicable
rules and regulations.  All tax returns and reports filed by them
will be consistent with such allocation, as will be final and
binding upon them pursuant to the Section 3.3.  The Purchase Price
allocation will be for tax purposes only and will not have any
effect on any distribution or disbursement of funds to secured or
unsecured creditors in the Chapter 11 Case.

    d. Closing: The closing of the sale will take place at 10:00
a.m., local time, on the second Business Day after the conditions
set forth in Article 7 and Article 8 of the Agreement have been
satisfied or waived, at the offices of Buyer's counsel, or at such
other date, time or place as the Buyer and the Seller will agree,
but which date will be no later than two Business Days after the
foregoing conditions have been so fulfilled or waived, time being
of the essence. Regardless of the actual time of the Closing on the
Closing Date, the Closing will be deemed effective as of 12:01 a.m.
local time on the Closing Date.

    e. Terms: Free and clear of all Liens, Claims and Interests

    f. Seller: Gardens Regional Hospital and Medical Center, Inc.

    g. Buyer: American Specialty Management Group, Inc.

A full-text the APA is available for free at:

    http://bankrupt.com/misc/Gardens_Regional_795_Sales.pdf

The Purchaser can be reached at:

          AMERICAN SPECIALTY MANAGEMENT GROUP, INC.
          4120 Dale Road
          Modesto, CA 95356
          Attn: Gurpreet Singh, M.D.

The Purchaser is represented by:

          M. Jonathan Hayes, Esq.
          SIMON RESNIK AND HAYES LLP
          15233 Ventura Blvd, Suite 250
          Sherman Oaks, CA 914003
          Telephone: (818) 783-6251
          Facsimile: (818) 827-4919

                        About the Hospital

Gardens Regional Hospital and Medical Center, Inc., formerly known
as Tri-City Regional Medical Center, doing business as Gardens
Regional Hospital and Medical Center leases a 137- bed, acute care
hospital doing business at 21530 South Pioneer Boulevard, Hawaiian
Gardens, Los Angeles, California. It provides a full range of
inpatient and outpatient services, including, but not limited to,
medical acute care, general surgical services, bariatric surgery
services (for weight loss), spine surgery services, orthopedic and
sports medicine and joint replacement services, wound care and pain
management services, physical therapy, respiratory therapy,
outpatient ambulatory services, diagnostic services, radiology and
inpatient/outpatient imaging services, laboratory and pathology
services, geriatric services, and community wellness and education
programs.

Gardens Regional filed for Chapter 11 bankruptcy protection (Bankr.
C.D.
Cal. Case No. 16-17463) on June 6, 2016, estimating its assets
between $1 million and $10 million, and liabilities between $10
million and $50 million.  The petition was signed by Brian Walton,
chairman of the Board.  Judge Ernest M. Robles presides over the
case.  Samuel R Maizel, Esq., and John A Moe, Esq., at Dentons US
LLP, serve as the Debtor's bankruptcy counsel.


GARRETSON TILE: Hires Jennings Auction Group as Auctioneer
----------------------------------------------------------
Garretson Tile Company, Inc., seeks authorization from the U.S.
Bankruptcy Court for the Middle District of Pennsylvania to employ
Jennings Auction Group as auctioneer.

The Debtor requires Jennings to auction of inventory and some
specialty equipment (personal and real property) at 1540
Chambersburg Road, Gettysburg, PA 17325.

The Debtor and Jennings have agreed on a commission of 5% of the
gross sales proceeds plus costs of advertising and costs to secure
and clean up the real property for sale. As to the personal
property, the parties have agreed on a commission of 10% of the
gross sales proceeds plus costs of advertising and costs of labor
to assemble and organize the personals property for sale.

B.J. Jennings of Jennings Auction Group, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtor and its estates.

Jennings may be reached at:

      B.J. Jennings
      Jennings Auction Group
      15 Hykes Mill Road
      York Haven, PA 17370
      Tel: (717) 268-0020

                 About Garretson Tile Company

Gettysburg, Pennsylvania, Garretson Tile Company, Inc. sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa.
Case No. 17-01051) on March 19, 2017.  The petition was signed by
Gregory A. King, president.  The case is assigned to Judge Robert
N. Opel II.

At the time of the filing, the Debtor disclosed $1.65 million in
assets and $2.26 million in liabilities.


GLOBAL UNIVERSAL: Unsecured Insiders to Recoup 100% Over 12 Months
------------------------------------------------------------------
Global Universal Group Ltd. filed with the U.S. Bankruptcy Court
for the Eastern District of New York a first amended disclosure
statement dated May 3, 2017, in connection with the Debtor's first
amended Chapter 11 plan.

Class 5 Allowed Unsecured Non-Priority General Claims
(Non-Insiders) and Class 6 Allowed Unsecured Non-Priority General
Claims (Insiders) are impaired by the Plan.

Class 5 consists of all General Unsecured Claims.  Under the Plan,
holders of Allowed General Unsecured Claims will receive cash,
equal to 100% of the allowed amount of their claims over 12 months
without interest or any contractual fees, charges or penalties.  

Class 6 consists of all General Unsecured Claims.  Under the Plan,
holders of Allowed General Unsecured Claims will receive cash,
equal to 100% of the allowed amount of their claims without
interest or any contractual fees, charges or penalties, only after
all other claims in the case are paid, or otherwise reserved
pending the resolution of disputes.

This Plan expressly contemplates the sale of the Debtor's primary
asset -- a fee simple interest in that certain multi-space
commercial real property located at 34-20 Linden Place, Flushing,
New York 11354 -- on or after the Effective Date although the sale
may occur before Confirmation.  In the event the sale takes place
after Confirmation of the Plan.

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

          http://bankrupt.com/misc/nyeb17-40473-37.pdf

As reported by the Troubled Company Reporter on April 24, 2017, the
Debtor filed with the Court a disclosure statement dated April 14,
2017, referring to the Debtor's plan of reorganization, stating
that all distributions to holders of allowed claims provided for
under the Plan would be funded and paid from a distribution fund
comprised of (a) the net sale proceeds from the sale and, to the
extent necessary and recoverable, (b) any distributions made to the
Debtor on account of the surplus funds as of the Effective Date
through the date of completion of all distributions contemplated
under the Plan, and (c) any other cash on hand as of the Effective
Date through the date of completion of all Distributions
contemplated under the Plan.

              About Global Universal Group Ltd.

Based in Flushing, New York, Global Universal Group Ltd. sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y.
Case No. 17-40473) on Feb. 2, 2017.  David Wong, president, signed
the petition.  At the time of the filing, the Debtor estimated its
assets and debt at $10 million to $50 million.  

The case is assigned to Judge Nancy Hershey Lord.

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


GRANDPARENTS.COM: Hires EisnerAmper as Financial Advisor
--------------------------------------------------------
Grandparents.com, Inc., and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the Southern District of Florida
to employ EisnerAmper LLP as accountants and financial advisor to
the Debtors.

The Debtors require EisnerAmper to:

     a. monitor the activities of the Debtors;

     b. assist in or the preparation of and/or review the monthly
operating reports, budgets and projections;

     c. interact with the Creditors' Committee and its retained
professionals (the "Creditors"), should one be appointed;

     d. as required, attend meetings with the Debtors and their
counsel, meetings with Creditors, and Court hearings;

     e. assist in the preparation of the Plan of Liquidation and
Disclosure Statement;

     f. prepare a valuation report on the Debtors; and

     g. provide other assistance as the Debtors and their counsel
may deem necessary.

EisnerAmper will be paid at these hourly rates:

     Partner                               $510-$540
     Director                              $450-$480
     Senior Manager                        $380-$400
     Manager                               $320-$330
     Senior                                 $80-$290
     Staff Assistants/Paraprofessionals     $205-$260

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

Ira Spiegel, CPA, director of EisnerAmper 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.

EisnerAmper may be reached at:

      Ira Spiegel, CPA
      EisnerAmper LLP
      750 Third Avenue
      New York, NY 10017
      Phone: (212) 891-4061

                   About Grandparents.com, Inc.

New York-based Grandparents.com, Inc., together with its
consolidated subsidiaries, is a family-oriented social media
company that through its Web site, http://www.grandparents.com/,
serves the age 50+ demographic market.  The website offers
activities, discussion groups, expert advice and newsletters that
enrich the lives of grandparents by providing tools to foster
connections among grandparents, parents, and grandchildren.

Granparents.com, Inc. and Grand Cards LLC filed separate Chapter 11
petitions (Bankr. S.D. Fla. Case Nos. 17-14711 and  17-14704,
respectively) on April 14, 2017.  The petitions were signed by
Joshua Rizack, chief restructuring officer, The Rising Group
Consulting, Inc.  The Hon. Laurel M. Isicoff presides over the
cases.  

The Debtors listed combined assets of $1 million and combined
liabilities of $24.9 million.

The Debtors are represented by Steven R. Wirth, Esq. and Eyal
Berger, Esq., at Akerman LLP.


GREAT LAKES: Moody's Affirms B3 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service affirmed its ratings for Great Lakes
Dredge & Dock Corporation, including the company's B3 Corporate
Family Rating (CFR) and B3-PD Probability of Default Rating (PDR).
Concurrently, Moody's assigned a Caa1 rating to the company's
proposed $325 million issuance of senior unsecured notes due 2022,
and affirmed its SGL-3 speculative grade liquidity rating. The Caa1
ratings for the company's existing senior unsecured notes ($275
million) which are being refinanced will be withdrawn upon closing
of the transaction. Excess net proceeds from the offering will be
used to term out current borrowings under the company's unrated
asset-based revolving credit facility (about $44 million). The
ratings outlook is stable.

"The recapitalization of senior notes follows the company's
December 2016 arrangement of a new ABL facility and is an important
step in addressing mounting refinancing risk, which had weighed
heavily on Great Lakes' credit profile," said Natalia Gluschuk,
Moody's lead analyst for the company. "Even so, the company's
ratings remain somewhat constrained by relatively muted
expectations with respect to free cash flow generation and modest
liquidity provisions," added Gluschuk.

The following ratings have been assigned for Great Lakes Dredge &
Dock Corporation:

$325 million Senior Unsecured Notes due 2022 at Caa1 (LGD4)

The following ratings have been affirmed for Great Lakes Dredge &
Dock Corporation:

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

Speculative Grade Liquidity Rating at SGL-3

The ratings outlook is stable.

The following rating remains unchanged and will be withdrawn for
Great Lakes Dredge & Dock Corporation upon closing of the
transaction:

$275 million (including $25 million add-on) 7.375% Senior Unsecured
Notes due 2019, at Caa1 (LGD5)

RATINGS RATIONALE

Great Lakes' B3 Corporate Family Rating broadly reflects the
company's volatile earnings and relatively muted cash flow
generation, weak interest coverage, the high fixed-cost nature of
the dredging industry, and significant customer concentration. Pro
forma leverage as measured by adjusted debt-to-EBITDA at March 31,
2017 was approximately 5.3x. Interest coverage as measured by
EBITA-to-interest over the comparable prior year period was only
about 0.6x. The company's operational performance is susceptible to
a number of factors that are beyond management control, including
adverse weather conditions, unexpected project delays, changes in
the shipping industry, and government funding priorities. The
company's non-US operations also contribute to costs associated
with fleet mobilization to overseas destinations, differences in
environmental conditions and foreign regulatory frameworks. These
factors are counterbalanced by Great Lakes' strong market position
in the domestic dredging industry, high barriers to entry created
by the Jones Act, the sizable amount of capital required to enter
the dredging business, and a stable dredging backlog that enhances
revenue visibility. The company operates a large and diverse fleet
of equipment in the US compared to domestic competitors that will
be further improved following completion of the new Articulated Tug
& Barge (ATB) hopper dredge in 2017. Free cash flow is expected to
improve in 2017-18 as the capital spending associated with
construction of the new ATB vessel winds down and improved
efficiencies offered by the same flow through to earnings. Moody's
also expects that the ATB will give the company an advantage in
future bids because of its incremental volume and comparatively
efficient operating costs against an already large fleet of
vessels.

As well, the ratings also take into account expectations for
improvement in the company's environmental and infrastructure
business. This segment experienced weak performance and operating
losses in recent years. To address this, Great Lakes divested
certain loss generating and non-core assets associated with the
service business lines of Terra Contracting Services, LLC in
November 2016.

Great Lakes' SGL-3 liquidity rating reflects Moody's expectation
that the company will maintain a merely adequate liquidity profile
over the intermediate term.

The stable ratings outlook is supported by the robust demand in the
dredging market and Great Lakes' strong market position within the
industry. Moody's expects the company will continue to execute on
its sizeable dredging backlog and generate new business from
current bidding activity, both domestically and abroad.

The ratings could be upgraded if the company improves liquidity
through sustainable positive free cash flow generation and
maintenance of higher cash reserves and ample revolver
availability, and maintains a healthy backlog supporting revenue
visibility. Quantitative indications of a stronger credit profile
include EBITA-to-Interest coverage of at least 1.0x and
Debt-to-EBITDA of 4.5x or less, both on a Moody's-adjusted and
sustained basis.

Great Lakes' ratings could be downgraded should the company
experience a meaningful decline in earnings performance or
financial metrics, such as Debt-to-EBITDA exceeding 6.0x. A
deterioration in the company's liquidity profile, including
persistent negative free cash flow or limited access to its ABL in
the absence of more meaningful cash reserves could also result in a
negative ratings action.

The principal methodology used in these ratings was Construction
Industry published in March 2017.

Great Lakes Dredge & Dock Corporation, headquartered in Oak Brook,
Illinois is the largest provider of dredging services in the United
States, with a portion of revenues generated abroad. The company
also performs specialty contracting services domestically,
principally including environmental and infrastructure services.
Revenue for the twelve month period ended March 31, 2017 was
approximately $775 million.


GREAT LAKES: S&P Revises Outlook to Stable & Affirms 'B-' CCR
-------------------------------------------------------------
S&P Global Ratings said that it has revised its outlook on Great
Lakes Dredge & Dock Corp. to stable from developing and affirmed
its 'B-' corporate credit rating on the company.

At the same, S&P assigned its 'B-' issue-level rating and '4'
recovery rating to the company's proposed $325 million senior
unsecured notes due 2022.  The '4' recovery rating indicates S&P's
expectation for average recovery (30%-50%; rounded estimate: 35%)
in the event of a payment default.

S&P intends to withdraw its 'B-' issue-level rating and '4'
recovery rating on the company's existing $275 million senior
unsecured notes due 2019 following the completion of the
transaction.

"The outlook revision reflects our belief that Great Lakes' credit
measures will remain relatively steady over the next year as the
company's environmental and infrastructure segment continues to
stabilize," said S&P Global Ratings credit analyst Michael Durand.
"Additionally, the company's recent refinancing of its revolver
extended the maturity of the facility to December 2019 from June
2017." Great Lakes is also planning to issue $325 million of senior
unsecured notes due 2022, the proceeds of which it will use to
refinance its existing $275 million senior unsecured notes and
partially pay down the borrowings under its existing asset-based
lending (ABL) revolver.  The leverage neutral transaction will
extend the company's debt maturity profile and improve its
liquidity.  S&P notes the recent hiring of a new CEO and the
completion of the company's effort to refresh its board of
directors (which now includes eight directors, four added in the
last year).  In S&P's opinion, Great Lakes has positioned itself to
maintain a more stable operating performance going forward.  S&P
assumes that the company's new articulated tug and barge (ATB) will
become fully operational near the end of the second quarter of 2017
and expect that Great Lakes will generate over $20 million in
annual incremental EBITDA from operating efficiencies.

The stable outlook on Great Lakes reflects S&P's expectation that
the company will maintain an adjusted debt-to-EBITDA metric of
around 4x with positive free operating cash flow over the next
year.  S&P believes that the company will improve its operating
performance in 2017 by executing on the backlog of projects in its
dredging business while its environmental and remediation business
continues to stabilize.

S&P could raise its ratings on Great Lakes over the next 12 months
if an improved operating performance allows the company to maintain
leverage of comfortably below 4x while sustaining positive FOCF
such that its FOCF-to-debt ratio remains above 5%.

S&P could lower its ratings on Great Lakes in the next 12 months if
the company's cash flow turns meaningfully negative because of
project delays or cost overruns, for example, or if S&P come to
view the company's financial obligations and capital structure as
unsustainable over the long term.


GREEN FUEL: J. Casey to Retain Interest, Latest Plan Says
---------------------------------------------------------
Green Fuel Technologies' managing member will retain his interest
in the company under its latest plan to exit Chapter 11 protection.


John Casey, managing member, and Kelly Casey will retain their
interest, which is classified in Class 7 under the plan, since all
creditors will receive payment in full, according to the company's
latest disclosure statement filed on May 2 with the U.S. Bankruptcy
Court in Arizona.

Green Fuel also disclosed in the filing that the Caseys have agreed
to waive their $1.75 million general unsecured claim, which they
contributed from 2008 to January 20, 2017.

Moreover, the Caseys have contributed post-petition funds in the
approximate amount of $30,000 to help pay key suppliers, which will
be treated as new value from existing equity under the plan.

The company does not believe it will be necessary to receive any
additional equity contributions from the Caseys, according to the
latest disclosure statement.

A copy of the first amended disclosure statement is available for
free at https://is.gd/shE55F

                 About Green Fuel Technologies

Based in Phoenix, Arizona, Green Fuel Technologies was established
as an alternative energy company in 1999.

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

On April 11, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.  The plan
proposes to pay Class 6 unsecured claims in full with interest at
the rate of 3.5% per annum over 60 months.


HALFWAY TO CONCORD: Hires Watson LLC as Attorney
------------------------------------------------
Halfway To Concord, Inc., seeks authorization from the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to employ
the Law Firm of Watson LLC as attorney to the Debtor.

The Debtor requires Watson to:

     a. prepare and file Schedules, Statement of Financial Affairs
and other related forms;

     b. represent the debtor in possession at all meetings of
creditors, hearings, pretrial conferences, and trials in this case
or any litigation arising in connection with the case (whether in
state or federal court);

     c. prepare, file and present to the court any pleading
requesting or opposing relief;

     d. prepare, file and present to the court a disclosure
statement and plan of arrangement under Chapter 11 of the
Bankruptcy Code;

     e. review claims made by creditors and interested parties,
including preparation and prosecution of any objections to claims
as appropriate;

     f. prepare and present a final accounting and motion for final
decree closing this case; and

     g. perform other legal services for the Debtor which may be
necessary.

The Debtor will compensate Watson at $250 per hour.

Raheem S. Watson, Esq., principal of the law firm of Watson, LLC,
assured the Court that the firm does not represent any interest
adverse to the Debtor and its estates.

Watson may be reached at:

      Raheem S. Watson, Esq.
      Watson, LLC
      1700 Market Street, Suite 1005
      Philadelphia, PA 19103
      Tel: (215) 703-5380
      Fax: (215) 703-5410

                   About Halfway To Concord Inc.

Halfway To Concord, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Pa. Case No. 17-12784) on April 20,
2017.  The petition was signed by Dominic DiVentura, owner.  

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


HANCOCK FABRICS: June 12 Plan Confirmation Hearing Set
------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware on May 5, 2017, approved the second amended
disclosure statement with respect to Hancock Fabrics, Inc., et
al.'s second amended joint Chapter 11 plan of liquidation.

Meta Advisors LLC will serve as the Responsible Person under the
Second Amended Disclosure Statement. Meta is an affiliate of Kelley
Drye and Warren LLP, counsel to the Official Committee of Unsecured
Creditors member DDR Corporation.  The Responsible Person will
retain Mr. Joseph Marchese as financial advisor to assist in
managing the winddown of the estates and litigation counsel to
serve as counsel in connection with the Sykel Litigation and any
litigation or contested matter involving members of the
Post-Effective Date Committee.  The Sykel Litigation is the
adversary proceeding by the Debtors against Sykel Enterprises, a
Division of Fabrique Innovations, Inc., and filed in the Bankruptcy
Court on or about March 24, 2016, (Adversary Proceeding No. 16-
50418).

The PBGC has advised the Debtors that the total amount of the
PBGC's asserted Senior Claims, other than General Unsecured Claims,
is $800,657, comprised of $540,869 in asserted Claims allegedly
having the priority set forth in 11 U.S.C. Section 507(a)(2) and
$259,788 in asserted Claims allegedly having the priority set forth
in 11 U.S.C. Section 507(a)(5).  The Debtors said it is willing to
consent to the PBGC being a member of the Post-Effective Date
Committee.

The Confirmation Hearing is scheduled to be conducted on June 12,
2017, at 10:30 a.m.  Objections to confirmation of the Plan must be
filed on or before June 6, 2017.  The Debtors must reply to the
objections no later than June 7.

A blacklined version of the Second Amended Disclosure Statement
dated May 5, 2017, is available at:

        http://bankrupt.com/misc/deb16-10296-1622.pdf

Mr. Marchese may be reached at:

     Joseph Marchese
     Financial Planning Concepts of America, Inc.
     1110 South Avenue, Suite 301
     Staten Island, NY 10314
     Tel: 718-667-5050
     Fax: 718-874-0049

                    About Hancock Fabrics

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

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

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

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

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


HANCOCK FABRICS: Wants Exclusive Solicitation Extended to June 30
-----------------------------------------------------------------
Hancock Fabrics, Inc., et al., ask the U.S. Bankruptcy Court for
the District of Delaware to extend the period during which the
Debtors have the exclusive right to solicit acceptances of a
Chapter 11 plan through and including June 30, 2017.  The Debtors
request this brief extension to permit them to complete the
solicitation process that has commenced following the May 5, 2017
entry of the court order approving, inter alia, the Debtors' second
amended disclosure statement for debtors' second amended joint
Chapter 11 plan of liquidation and seek confirmation of their
second amended joint chapter 11 plan of liquidation at the hearing
set for June 12, 2017, at 10:30 a.m., without the delay or expense
of a contested plan process.

A hearing to consider the Debtors' request will be held on June 12,
2017, at 10:30 a.m. (ET).  Objections to the request must be filed
by May 25 at 4:00 p.m. (ET).

The Debtors say that they are asking for the extension of the
Exclusive Solicitation Period purely out of an abundance of caution
as a result of developments during the Disclosure Statement
approval process.  Plan solicitation is underway and the Debtors
believe that the Plan process is presently proceeding on a
consensual basis.  

During the negotiations with the Official Committee of Unsecured
Creditors threatened that it might seek to file its own liquidating
plan if the Debtors did not accede to its demands.

The Debtors relate that they, their professionals, and Kurtzman
Carson Consultants, LLC, the voting agent appointed by the Court in
these Chapter 11 cases have all devoted significant efforts to
preparing to confirm the Plan at or in connection with the plan
confirmation hearing.  In particular, parties-in-interest have
received notice of the plan confirmation hearing pursuant to the
solicitation procedures order and voting of creditors in Plan
Classes 5 A-G (Other Secured Claims) and Classes 6 A-G (General
Unsecured Claims) has commenced.

A contested plan process will materially diminish or impair
recovery for all creditors through the considerable related costs
to the Estates, the Debtors say.  Further, the Plan Effective Date
would be delayed, resulting in unnecessary administrative costs and
prolonging the period before creditors receive distribution on
their allowed claims.

The Debtors may engage in further discussions with the Creditors'
Committee, as well as other parties in interest, during the Plan
process.  It is imperative to the efficient and cost-effective
conclusion of these Chapter 11 cases that no party seek to derail
or delay the Plan confirmation process by asserting threats of a
competing plan during the course of these discussions.  The
requested extension will permit the Debtors to complete the Plan
confirmation process as scheduled, focusing on the productive use
of Estate assets.

The Debtors submit that more than sufficient cause exists to grant
the relief requested herein and extend the Exclusive Solicitation
Period through and including June 30, 2017.  The Debtors have wound
down their business and affairs by (i) selling substantially all of
their inventory and related assets through the auction, (ii)
concluding the store closing sales, (iii) closing the sale of their
IP assets, (iv) selling the property, (v) selling their interest in
that certain class action interchange fee litigation, (vi)
negotiating the assumption and assignment or termination of
numerous unexpired leases, (vii) rejecting other burdensome
executory contracts and unexpired leases, (viii) selling
substantially all other assets of the bankruptcy estates, (ix)
terminating the Debtors' pension plan, (x) vacating the now-former
corporate headquarters offices, (xi) significantly reducing
personnel and expenses to complete the winddown with a very limited
staff, (xii) filing 13 claims objections, (xiii) filing their Plan
and Disclosure Statement, (xiv) obtaining court approval of the
Disclosure Statement, (xv) commencing voting on the Plan and (xvi)
seeking confirmation of the Plan at a hearing set for June 12,
2017.

During the first year of these large and complex Chapter 11 cases,
the Debtors sold all or substantially all of their assets, closed
all of their retail locations and the distribution center, reduced
total headcount from more than 4000 employees to fewer than 15,
terminated their pension plan, commenced four adversary proceedings
to protect estate assets, filed 14 extensive claims objections, and
filed their Plan and Disclosure Statement.

The Debtors have now obtained court approval of their Disclosure
Statement and are actively soliciting votes from applicable
creditor classes on the Plan that is set for confirmation hearing
in June 2017.  The request will permit the Debtors to complete the
Plan solicitation process without the delay and expense that would
result if exclusivity were terminated and creditors were subjected
to a competing plan process.  The Debtors anticipate being able to
confirm the Plan and complete tasks necessary to declare the Plan
Effective Date within the requested extension of the Exclusive
Solicitation Period.

These cases are sufficiently large and complex to warrant the
extension of the Exclusive Solicitation Period.  As of the Petition
Date, the Debtors conducted business operations with 263 stores
across 37 states and employed thousands of full-time and part-time
individuals.  The size and complexity of the Debtors' business,
assets, and employee relationships have necessitated significant
effort by the Debtors' management, employees and advisors since the
Petition Date.  Transitioning a large operation through the stages
of Chapter 11 has been a significant undertaking, and the Debtors
have done so while seeking to maximize the value of their assets
for the benefit of their stakeholders.  

The Debtors have made meaningful progress in these cases.  Among
other accomplishments, the Debtors have obtained necessary interim
and final "first and second day" relief to minimize operational
disruption, prepared and timely filed their Schedules, established
general and administrative claims bar dates (which have now
occurred), reconciled substantially all claims, filed fourteen
extensive objections to claims, commenced four adversary
proceedings (two of which have been settled and an agreement in
principle has been reached with respect to a third), worked with
their advisors to analyze the value of their assets and sold
substantially all of their assets.  Of particular importance, the
Debtors have filed their Plan and Disclosure Statement, received
Court approval of the Disclosure Statement, and are currently
soliciting votes regarding the Plan in preparation for the Plan
Confirmation Hearing on June 12, 2017.

From the Petition Date, the Debtors made known their intention to
sell their assets.  Within the first two months following the
Petition Date, the Debtors had closed a sale for substantially all
of their operational assets, significantly reduced the number of
retail locations, obtained post-petition financing and administered
estate assets (including going-out-of-business sales) pursuant to
Court order.  Within the first year of these Chapter 11 cases, the
Debtors closed all retail locations and their distribution center,
disposed of all leases, and sold their corporate headquarters,
intellectual property and substantially all remaining assets.  The
Debtors have achieved significant results that benefit the estates'
stakeholders.

The Debtors have also obtained court approval of their Disclosure
Statement and, through the Voting Agent, are actively soliciting
votes on their Plan.  They are making material progress towards an
expeditious and efficient conclusion of these cases.  The plan
confirmation hearing is set for June 12, 2017, and, assuming
confirmation of the Plan at or in connection with this hearing, the
Debtors anticipate that the Plan Effective Date will occur shortly
thereafter.

                    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.


HEXION INC: Incurs $42 Million Net Loss in First Quarter
--------------------------------------------------------
Hexion Inc. filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing a net loss of $42 million
on $870 million of net sales for the three months ended March 31,
2017, compared to a net loss of $44 million on $909 million of net
sales for the three months ended March 31, 2016.

As of March 31, 2017, Hexion had $2.12 billion in total assets,
$4.69 billion in total liabilities, and a $2.57 billion total
deficit.

"We are a highly leveraged company," the Company stated in the
report.  "Our primary sources of liquidity are cash flows generated
from operations and availability under the ABL Facility.  Our
primary liquidity requirements are interest, working capital and
capital expenditures."

At March 31, 2017, the Company had $3.58 billion of outstanding
debt and $362 million in liquidity consisting of the following:

* $107 million of unrestricted cash and cash equivalents (of
   which $95 million is maintained in foreign jurisdictions);

* $235 million of borrowings available under its ABL Facility
   ($350 borrowing base less $81 million of outstanding borrowings
   and $34 million of outstanding letters of credit); and

* $20 million of time drafts and borrowings available under
   credit facilities at certain international subsidiaries

The Company's net working capital (defined as accounts receivable
and inventories less accounts payable) at March 31, 2017, and Dec.
31, 2016, was $433 million and $309 million, respectively.  The
increase in net working capital of $124 million from Dec. 31, 2016,
was primarily due to increases in accounts receivable of $91 and
inventory of $39 million.  Both of these increases were primarily
the result of increased volumes in the first quarter of 2017
compared to the fourth quarter of 2016 due to market conditions and
seasonality, as well as raw material price inflation.  These
increases to net working capital were partially offset an increase
in accounts payable of $6 million, largely related to raw material
price inflation and the timing of vendor payments.  To minimize the
impact of seasonal changes in net working capital on cash flows,
the Company continues to review inventory safety stock levels,
focus on accelerating receivable collections by offering incentives
to customers to encourage early payment or through the sale of
receivables at a discount and negotiate with vendors to
contractually extend payment terms whenever possible.

The Company periodically borrows from the ABL Facility to support
its short-term liquidity requirements, particularly when net
working capital requirements increase in response to the
seasonality of its volumes in the summer months.  As of March 31,
2017, there were $81 million of outstanding borrowings under the
ABL Facility.

                2017 Refinancing Transactions

On Feb. 8, 2017, the Company issued $485 million aggregate
principal amount of New First Lien Notes and $225 million aggregate
principal amount of New Senior Secured Notes.  Upon the closing of
these offerings, the Company satisfied and discharged its
obligations under the Old Senior Secured Notes by depositing the
net proceeds from these offerings, together with cash on its
balance sheet, with the trustee for the Old Senior Secured Notes
for the purpose of redeeming all of our outstanding Old Senior
Secured Notes, which redemption occurred on March 10, 2017.

In December 2016, the Company amended and restated the ABL
Facility, with modifications to, among other things, permit the
refinancing of the Old Senior Secured Notes.  In connection with
the issuance of the new notes in February 2017, certain lenders
under the ABL Facility provided extended revolving facility
commitments in an aggregate principal amount of $350 million with a
maturity date of Dec. 5, 2021 (subject to early maturity triggers),
the existing commitments were terminated and the size of the ABL
Facility was reduced from $400 million to $350 million.

                     Short-Term Outlook

The following factors will impact 2017 cash flows:

  * Interest and Income Taxes: The Company expects cash outflows
    in 2017 related to interest payments on its debt of
    approximately $300 million, with the largest components being
    paid in the second and fourth quarters, and income tax
    payments between $25 million and $35 million.

  * Capital Spending: Capital spending in 2017 is expected to be
    between $100 million and $110 million, a significant decrease
    from 2016 due to the completion of large strategic growth
    projects in 2016, as well as its recent divestitures and
    restructuring activities at certain facilities.

  * Working Capital: In the first quarter of 2017, the Company's
    net working capital increased by $124 million due primarily to

    sequential volume increases.  During the year, the Company   
    expects an increase in the first half and a decrease in the
    second half, consistent with historical trends.  Overall,
    the Company anticipates working capital to increase slightly
    overall during 2017, as compared to 2016.

The Company plans to fund these outflows with available cash and
cash equivalents, cash from operations, available borrowings under
its ABL Facility, as well as other liquidity actions.  Based on the
Company's liquidity position as of March 31, 2017, and projections
of operating cash flows through the remainder of 2017 and into
2018, the Company expects to have sufficient liquidity to fund its
operations for the next twelve months.

Depending upon market, pricing and other conditions, including the
current state of the high yield bond market, as well as the
Company's cash balances and available liquidity, the Company or its
affiliates, may seek to acquire additional notes or other
indebtedness of the Company through open market purchases,
privately negotiated transactions, tender offers, redemption or
otherwise, upon such terms and at such prices as we or the
Company's affiliates may determine (or as may be provided for in
the indentures governing the notes), for cash or other
consideration.  The Company expects to have adequate liquidity to
fund its ongoing operations for the next twelve months from cash on
its balance sheet, cash flows provided by operating activities and
amounts available for borrowings under its credit facilities.

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

                   https://is.gd/fKDKFz

                     About Hexion Inc.

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

Hexion reported a net loss of $38 million on $3.43 billion of net
sales for the year ended Dec. 31, 2016, compared to a net loss of
$39 million on $4.14 billion of net sales for the year ended Dec.
31, 2015.

                       *     *     *

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

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


HOLIDAY SUPERMARKETS: Sale of Supermarket Assets for $135K Approved
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized Holiday Supermarkets, Inc., to sell its supermarket
assets at 7938 Dungan Road, Philadelphia, Pennsylvania, to Gary's
Market, Inc., for $135,000.

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

The Debtor will deposit the proceeds, together with all cash on
hand, at its Dungan Road and Mayfair store locations as of the date
of the closing, excluding cash that is earmarked for lottery, money
orders, trust fund tax obligations and ATM transactions
("Operational Cash"), into a DIP account where they will remain
until further order of the Court.  The minimum Operational Cash to
be deposited in the account will be $1,000 per week for three weeks
commencing on the closing date.

C&S Wholesale Grocers, Inc. and the PPCB are authorized, and will
have standing, to request disbursement of the proceeds from the
account by motion upon notice to all creditors and parties in
interest.

                  About Holiday Supermarkets

Holiday Supermarkets, Inc., operates two supermarkets in the City
of
Philadelphia.  

Holiday Supermarkets filed a Chapter 11 petition (Bankr. E.D. Pa.
Case No. 16-17541) on Oct. 26, 2016, estimating under $1 million in
assets and liabilities.  

The Debtor is represented by David A. Scholl, Esq., at Law Office
of David A. Scholl.


IHEARTCOMMUNICATIONS INC: Incurs $388 Million Net Loss in Q1
------------------------------------------------------------
iHeartCommunications, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to the Company of $388.21 million on $1.32 billion of
revenue for the three months ended March 31, 2017, compared to a
net loss attributable to the Company of $88.49 million on $1.36
billion of revenue for the three months ended March 31, 2016.

As of March 31, 2017, iHeartCommunications had $12.27 billion in
total assets, $23.56 billion in total liabilities and a total
stockholders' deficit of $11.29 billion.

"We are a true multi-platform, 21st-century media company,
leveraging our leading broadcast radio, digital, outdoor, mobile,
social, live events and data businesses to continue to innovate for
the benefit of our marketing partners," said Bob Pittman, chairman
and chief executive officer of iHeartMedia, Inc.  "This quarter the
iHeartMedia segment improved its innovative programmatic solution
by introducing SmartAudio - a digital data product for advertisers
that combines the massive scale of broadcast radio with the power
of digital data and more informed audience targeting.  At Outdoor,
we continue to enhance our data analytics capabilities and
automated ad-buying while staying focused on building out our
digital networks."

Rich Bressler, president, chief operating officer and chief
financial officer, said: "Our consolidated revenues, operating
income and OIBDAN declined in the first quarter.  Adjusting for
sales and foreign exchange, however, our revenues increased.  At
the iHeartMedia segment, this quarter marked the sixteenth
consecutive quarter of year-over-year increases in revenue.  We
remain focused on balancing financial discipline with investments
to grow our businesses while continuing to work on our capital
structure."

         iHeartMedia, Inc.'s Key Financial Highlights

The Company's key financial highlights for the first quarter of
2017 include:  

  * Consolidated revenue decreased 2.4%.  Consolidated revenue
    increased 1.6%, after adjusting for a $12.8 million impact
    from movements in foreign exchange rates and the $40.6 million
    impact of the outdoor markets and businesses sold.

     - iHM revenues increased $18.3 million, or 2.5%. Revenues
       increased $27.3 million, or 3.8%, excluding political
       revenue.

     - Americas outdoor revenues decreased $3.1 million, or 1.1%.
       Revenues increased .7 million, or 0.2%, after adjusting for
       a $1.4 million impact from movements in foreign exchange
       rates and a $5.2 million impact from the sale of
       nonstrategic markets.

     - International outdoor revenues decreased $41.2 million, or
       13.4%.  Revenues increased $8.3 million, or 3.1%, after
       adjusting for a $14.2 million impact from movements in
       foreign exchange rates and a $35.4 million impact from the
       sale of its businesses in Australia and Turkey.
  
   * Operating income decreased $306.7 million, or 72.9%,
     primarily due to the net gain of $278.3 million on the sale
     of nonstrategic Americas outdoor markets in the first quarter

     of 2016 compared to the net gain of $28.6 million on the sale

     of its Americas outdoor Indianapolis market in the first
     quarter of 2017.

   * OIBDAN decreased 21.3% and decreased 19.0%, excluding the
     impact from movements in foreign exchange rates and the
     impact of the outdoor markets and businesses sold.

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

                     https://is.gd/8A1e2Q

        About iHeartMedia, Inc. / iHeartCommunications, Inc.

iHeartMedia, Inc. (PINK: IHRT), the parent company of
iHeartCommunications, Inc., is a global media and entertainment
company.  The company specializes in radio, digital, outdoor,
mobile, social, live events, on-demand entertainment and
information services for local communities, and uses its
unparalleled national reach to target both nationally and locally
on behalf of its advertising partners.  The company is dedicated to
using the latest technology solutions to transform the company's
products and services for the benefit of its consumers,
communities, partners and advertisers, and its outdoor business
reaches over 35 countries across five continents, connecting people
to brands using innovative new technology.

iHeartCommunications, Inc., reported a net loss attributable to
the
Company of $296.3 million on $6.27 billion of revenue for the year
ended Dec. 31, 2016, compared to a net loss attributable to the
Company of $754.62 million on $6.24 billion of revenue for the year
ended Dec. 31, 2015.

                        *    *    *

iHeartCommunications carries a 'Caa2' Corp. corporate family rating
from Moody's Investors Service.

As reported by the TCR on Dec. 15, 2016, Fitch Ratings has
downgraded iHeartCommunications, Inc.'s Long-Term Issuer Default
Rating (IDR) to 'CC' from 'CCC'.  According to the report, the
downgrade reflects the increasing likelihood that iHeart will look
to restructure its debt within a year or two.

The TCR reported on March 17, 2017, that S&P Global Ratings lowered
its corporate credit rating on Texas-based media company
iHeartMedia Inc. and its subsidiary iHeartCommunications Inc. to
'CC' from 'CCC'.  The rating outlook is negative.  The downgrade
follows iHeartCommunications' announcement that it has offered to
exchange five series of priority-guarantee notes, its senior notes
due 2021, and its term loan D and E for longer-dated debt; and, in
certain scenarios, stock and warrants, or contingent value rights.
"Under all but one scenario, there would be a reduction in the
principal amount of debt outstanding and an extension of the debt
maturity by two years for exchanged debt," said S&P Global Ratings'
credit analyst Jeanne Shoesmith.  "The company's debt is trading at
significant discounts to par of 20%-60%, and we believe its capital
structure is unsustainable."


INT'L BANK OF AZERBAIJAN: Files for Court Protection in U.S.
------------------------------------------------------------
The foreign representative with respect to the judicial
reorganization proceeding in the Republic of Azerbaijan concerning
the International Bank of Azerbaijan sought Chapter 15 protection
in the U.S. Bankruptcy Court for the Southern District of New York
to aid the restructuring of some $3.3 billion in debt.

IBA is the largest commercial bank in Azerbaijan.  The Bank
maintains an international presence through subsidiaries in Russia
and Georgia and representative offices in London and Frankfurt. The
Bank is also a member of the World Economic Forum's Community of
Global Growth Companies and various other international financial
organizations.

IBA was established on December 30, 1992 under the laws of
Azerbaijan as an open joint stock company with the primary purpose
of commercial lending and borrowing. The Bank is majority-owned by
the government of Azerbaijan.

Throughout 2014-2016, the Bank and its customers were negatively
impacted by adverse economic conditions that acutely affected the
economy of Azerbaijan. These included a drop in oil prices and the
resulting devaluation of the Azerbaijani Manat (the "AZN"). Despite
several capital infusions from the government of Azerbaijan in
2014-2015 to ensure regulatory and debt-covenant compliance, the
Bank suffered substantial losses in 2016.  To maintain the Bank's
financial stability, IBA and the government of Azerbaijan arranged
for the transfer of the Bank's non-performing assets from the Bank
to an existing government-backed non-banking credit institution—a
solution similar to the "good bank-bad bank" model utilized in the
United States following the 2007 financial crisis.  But these steps
were not sufficient. In 2017, the Bank determined that it needed to
restructure its remaining indebtedness in a formal proceeding.  

On April 17, 2017, IBA's Supervisory Board adopted the Supervisory
Board Resolution authorizing the Bank to petition for the
commencement of a voluntary restructuring proceeding under the
Restructuring Provisions of the Azeri Law on Banks.

On May 4, 2017, following approval of the Bank's petition by the
Azeri Financial Markets Supervisory Authority ("FMSA") (the Bank's
principal financial regulator), the Azeri Court issued an order
formally commencing the Azeri Restructuring Proceeding (the "Azeri
Commencement Order").  

                          U.S. Lawsuits

Gunel Bakhshiyeva, the foreign representative, filed with the New
York Court a verified petition seeking recognition of IBA's
restructuring as "foreign main proceeding".  In addition, in light
of imminent risks to the Bank's day-to-day transactions with
certain U.S. financial institutions, the petitioner is
simultaneously seeking relief on an emergency basis in its Motion
for Provisional Relief pursuant to 11 U.S.C. Sec. 1519, 1521(a)(7),
and 362

The Bank now seeks ancillary relief in this Chapter 15 Proceeding
in order to (i) safeguard from attachment or set-off four
U.S.-located "correspondent accounts" used to complete daily USD
transactions with various other financial institutions -- U.S.
Correspondent Accounts; (ii) guard against burdensome U.S. lawsuits
by Bank of Azerbaijan creditors during the course of the Azeri
Restructuring Proceeding; and (iii) complete the restructuring of
its USD-denominated debt by obtaining U.S. judicial recognition of
the Azeri Restructuring Proceeding and, ultimately, the plan
approved in such proceeding by vote of the Bank's creditors and
confirmation order of the Azeri Court.

Accordingly, in support of the Azeri Restructuring Proceeding and
to ensure the preservation of going-concern value through the
uninterrupted continuation of operations, the Petitioner hereby
seeks recognition of the Azeri Restructuring Proceeding as a
foreign main proceeding.

                   Owned by Azeri Government

IBA was established under the laws of Azerbaijan as a private
entity in December 30, 1992, in the form of an open joint stock
bank, with the primary purpose of commercial lending and
borrowing.

In October 2013, the Bank's shareholders approved a capital
increase program in order to ensure compliance with capitalization
ratios under Basel I and prudential standards (and, derivatively,
covenants in certain of the Bank's debt facilities).  Accordingly,
the Bank received several tranches of capital injections through
2014 and 2015, which increased ownership of the Bank by the
government of Azerbaijan, primarily through holdings by the Azeri
Ministry of Finance ("Azeri MoF") and CJSC Agrarcredit
("Agrarcredit"), a State-owned non-banking credit institution.  As
of the Azeri petition date, the Azeri MoF held 76.73% of the Bank's
equity and Agracredit held 14.56%.

                       Domestic Operations

IBA is a full-service commercial bank offering a range of financial
products and services via its network of 36 branches (all located
in Azerbaijan), 42 sub-branches, 3 service outlets and 2 currency
exchange points across the country, making the Bank one of the most
geographically diverse among Azerbaijani banks and of critical
importance to customers in the country's more remote regions.  Due
to its diverse geographic network, the Bank is also one of the
largest employers among banks in Azerbaijan, having 1,780 employees
as of Dec. 31, 2016.

IBA holds approximately one-third of the domestic market share on
the basis of each of assets, total gross loans, and total customer
deposits.  The Bank provides services to more than 10,000 corporate
clients, comprised almost entirely of companies operating in
Azerbaijan. Corporate banking includes project financing and the
provision of credit facilities denominated in both Azerbaijani
Manats ("AZN") and foreign currencies, predominantly U.S. dollars
("USD"), as well as transactional services including trade finance,
foreign exchange and payment service loans.  The Bank is also
actively involved in trade financing through a number of different
instruments including letters of credit, guarantees and
collections. On account of its size and capabilities, the Bank
facilitates a significant portion of Azerbaijan's total business
activity, including its infrastructure projects.

IBA is also the largest retail bank in Azerbaijan, with
approximately 747,583 retail customers.  Its retail services
feature a range of products including loans, debit and credit cards
and deposit and current accounts.  The Bank has the largest number
of payment cards in Azerbaijan and is the largest provider of money
transfer services, measured by the value of transfers as of Dec.
31, 2016.

Finally, IBA has an international presence through subsidiaries in
Russia (International Bank of Azerbaijan - Moscow) and Georgia
(International Bank of Azerbaijan - Georgia), representative
offices in London and Frankfurt, and its participation as a member
of World Economic Forum's Community of Global Growth Companies. It
is presently a member of the Azerbaijan Banks Association (ABA),
the Baku Interbank Currency Exchange (BICEX) and the Baku Stock
Exchange (BSE).  The Bank is also a member of international
organizations including the International Payment System of
American Express, Banking Association for Central and Eastern
Europe (BACEE), Global Growth Companies Community (GCC), World
Economic Forum (WEF), SWIFT, MasterCard International, VISA
International and Reuters.

                          U.S. Operations

IBA's operations include a number of connections to the United
States.  First, the Bank has issued USD-denominated, New York
law-governed debt, namely, USD715 million in loan facilities with
Cargill Financial Services International, Inc.  The Cargill
Facilities total approximately 31% of the Bank's total Financial
Indebtedness.

Second, the Bank maintains a number of U.S. bank accounts in New
York that it uses in its daily operations.  As a foreign bank, IBA
does not have an account with the U.S. Federal Reserve.  It must
therefore utilize correspondent accounts -- U.S. Correspondent
Accounts -- at the New York branches of U.S.-based banks -- U.S.
Correspondent Banks -- in order to transact in USD.  Specifically,
the Bank maintains correspondent accounts at the Bank of New York
Mellon ("BNYM") (the "BNYM Correspondent Account"); Citibank N.A.
("Citibank") (the "Citibank Correspondent Account"); JP Morgan
Chase Bank N.A. ("JPM") (the "JPM Correspondent Account"); Deutsche
Bank Trust Company Americas ("Deutsche Bank") (the "DB
Correspondent Account").  When clients deposit USD with IBA, those
dollars are predominantly held in one of the U.S. Correspondent
Accounts through IBA's account with one of the U.S. Correspondent
Banks.  IBA then utilizes the U.S. Correspondent Accounts to settle
transactions in USD with other financial institutions.

As of the Azeri petition date, IBA held a total of approximately
USD50 million in the U.S. Correspondent Accounts, although this
amount fluctuates significantly as the Bank carries out various USD
transactions in the ordinary course of its business.  The Bank
routinely transfers funds in and out of the U.S. Correspondent
Accounts for a variety of business reasons, including:

    (i) transfers to fulfill customer transactions in USD,

   (ii) transfers to achieve better terms of service with the
correspondent bank,

  (iii) transfers to reduce cost and maximize returns related to
the USD accounts, and

   (iv) various other ordinary course transfers to optimize the
Bank's foreign currency transactions.

Importantly, when the Bank's corporate clients send USD funds or
direct their own transactional counterparties to send USD funds to
their accounts with IBA, these additional funds are held by IBA in
the U.S. Correspondent Accounts.  For this reason, at any time,
IBA's large corporate clients could effect transfers that
drastically increase or decrease the amounts in the U.S.
Correspondent Accounts.

Ms. Bakhshiyeva, the foreign representative, asserts that the U.S.
Correspondent Accounts are vital to the Bank's continuation as a
going-concern.  They allow the Bank to maintain USD deposits for
its corporate clients and process transactions for those clients.
Critical clients whose businesses regularly require access to the
U.S. Correspondent Accounts include the State Oil Company of the
Azerbaijan Republic (SOCAR), British Petroleum (BP), Azerbaijani
Railways, Azerbaijani Airlines, and companies involved in the
Baku-Tbilisi-Ceyhan and South Gas Corridor projects. Such projects
relate to the Trans-Anatolian Natural Gas Pipeline and
Trans-Adriatic Pipeline, which allow for Azerbaijan gas exports to
Europe and are of great importance to the economy of Azerbaijan.

Loss of access to these accounts would stop the Bank from
transacting in USD, according to the foreign representative.  This
could destroy the Bank's reputation and key client relationships
and seriously call into question the Bank's ability to continue as
a going concern.  That is why the Bank needs the Requested Relief.

                      Assets and Liabilities

As of June 30, 2016, the Bank held a total of AZN 14.2 billion in
assets (USD8.34 billion), consisting of 36.2% loans and advances to
customers; 23.2% receivables from banks and other financial
institutions; 20% receivables from Agracredit; 16.1% cash and cash
equivalents; 2.7% other assets; and 1.8% real property, equipment
and intangibles. These assets include approximately USD 50 million
as of the Azeri petition date held in the U.S. Correspondent
Accounts, although as noted, this amount fluctuates daily as the
Bank uses these accounts to effect various USD transactions.

As of June 30, 2016, the Bank's liabilities totaled AZN 13.6
billion (US$7.99 billion), consisting of:

     i. 60% customer accounts

    ii. 14.6% other borrowed funds

   iii. 12.3% due to other banks

    iv. 5.8% debt securities in issue

     v. 5.7% subordinated debt

    vi. 1.6% other liabilities

In addition to its customer deposits, the Bank had financial
indebtedness at the time of the Azeri petition date of US$2.3
billion, consisting of the following substantial debt facilities:

     i. US$715 million in the Cargill Facilities;

    ii. approximately US$500 million in English Law-governed bonds
(the "Eurobonds");

   iii. US$256 million and EUR27 million owed under English
law-governed bilateral loans with Credit Suisse AG;

    iv. US$250 million in private placement notes issued to Emerald
Capital Limited, with recourse limited solely to the proceeds of a
deposit placed by Emerald Capital Limited with the Bank, governed
by English law;

     v. a US$205 million syndicated loan, governed by English law,
with Citibank as agent and various financial institutions as
lenders;

    vi. a US$111 million loan owed to FBME Bank Ltd. governed by
the law of Istanbul;

   vii. a US$100 million subordinated loan agreement governed by
English law with Rubrika Finance Company as lender, with limited
recourse (the "Subordinated Loan");

  viii. EUR86.8 million and US$1.9 million in trade finance
liabilities, including letters of credit with various financial
institutions, governed by foreign (non-U.S.) law; and

    ix. English law-governed bilateral loans with ABLV Bank, AS
(US$8 million) and Sberbank of Russia (US$20 million).

In addition, the Bank acts as depositee on a USD 1 billion deposit
from the State Oil Fund of Azerbaijan ("SOFAZ"), the sovereign
wealth fund of the Republic of Azerbaijan, that is also subject to
the Bank's Restructuring Proceeding (the "Affected Deposit").

                   About IBA's Chapter 15 Case

International Bank of Azerbaijan filed a Chapter 15 bankruptcy
petition (Bankr. S.D.N.Y. Case No. 17-11311) on May 11, 2017.  The
Hon. James L. Garrity Jr. is the case judge.  Gunel Bakhshiyeva,
appointed as foreign representative, signed the Chapter 15
petition.  

Thomas MacWright, Esq., Richard Graham, Esq., Laura L. Femino,
Esq., and Jason N. Zakia, Esq., at White & Case LLP, serve as U.S.
counsel.


INTERMODAL EQUIPMENT: Rally Buying Dallas Assets for $178K
----------------------------------------------------------
Intermodal Equipment Logistics, LLC, asks the U.S. Bankruptcy Court
for the Southern District of Texas to authorize the sale of
specific assets of their Dallas operation to Rally Intermodal, LLC
for $178,000.

Objections, if any, must be filed within 21 days of the date of
service.

The Debtor, after significant marketing, has identified the Buyer
for the assets and contracts at its Dallas location.  The parties
entered into Purchase and Sale Agreement dated May 2, 2017.

The assets being sold are encumbered by a note and lien payable to
Moody National Bank.  Moody has been involved in the negotiation of
the sale, and agrees to the relief sought.  The Debtor is asking
that the assets be sold free and clear of any and all liens held by
Moody, or any other party.  It has entered into Settlement
Agreement with Moody that resolves all currently outstanding
issues.

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

       http://bankrupt.com/misc/Intermodal_Equipment_288_Sales.pdf

Subject to and upon the terms and conditions of the Asset Purchase
Agreement, the Buyer will purchase from the Seller, and the Seller
will grant, transfer, sell, convey, assign and deliver to the
Purchaser, free and clear of all claims, Liens and Encumbrances,
all rights, title and interest of the Seller in and to the Acquired
Assets listed in the Asset Purchase Agreement.  

At any time before the Closing, the Buyer may add one or more
contracts or leases to the Assigned Contracts list set forth. In
the event any Assigned Contracts are assigned to the Purchaser, the
Seller will be responsible for payment of any and all amounts due
under the Assigned Contracts as listed and all cure costs relating
to the assignment of any such Assigned Contracts and further will
be responsible for any and all other obligations arising out of the
assignment.

The proposed sale will result in $178,000 in gross proceeds.  While
the proceeds are not sufficient to satisfy the lien of Moody,

Moody consents to the sale to which all parties believe to be the
best and highest available use of the assets at this time.  As
such, the sale is in the best interest of the estate.

Accordingly, the Debtor respectfully asks that the Court: (a)
approves the sale of the Dallas assets pursuant to the terms of the
attached Asset Purchase Agreement, and (b) awards such other and
further relief to which the it may be justly entitled.

The Debtor asks emergency consideration of the Motion.  The Buyer
and the Debtor ask an immediate closing date, and the Purchase and
Sale Agreement requires Court approval.

The Debtor further asks that the stay otherwise imposed by Fed. R.
Bankr. P. 6004(g) be waived so that the sale may proceed and close
immediately.

The Purchaser can be reached at:

          RALLY INTERMODAL LOGISTICS, L.L.C.
          1515 East Barbours Cut Blvd.
          Suite 146
          LaPorte, TX 77571

The Purchaser is represented by:

          PORTS AMERICA
          525 Washington Blvd, Suite 1660
          Jersey City, NJ 07310
          Attn: General Counsel

            About Intermodal Equipment Logistics

Intermodal Equipment Logistics, LLC, sought Chapter 11 protection
(Bankr. S.D. Tex. Case No. 14-33371) on June 16, 2014.  James W.
Perouty, managing member, signed the petition.  The Debtor
estimated assets and liabilities in the range of $1 million to $10
million.

The case is assigned to Judge Karen K. Brown.

The Debtor tapped Johnie J Patterson, Esq., at Walker & Patterson,
P.C., as counsel.              



INTERSTATE PROPERTIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Interstate Properties, LLC
        PO Box 190
        Bonita Springs, FL 34133-0190

Case No.: 17-04172

About the Debtor: The Debtor owns a real property located in
                  Houston County, Dothan, AL 36303.

Chapter 11 Petition Date: May 14, 2017

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtor's Counsel: Michael R Dal Lago, Esq.
                  DAL LAGO LAW
                  999 Vanderbilt Beach Road, Suite 200
                  Naples, FL 34108
                  Tel: (239) 571-6877
                  E-mail: mike@dallagolaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $50 million to $100 million

The petition was signed by William A. Abruzzino, managing member.

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

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

         http://bankrupt.com/misc/flmb17-04172.pdf

Pending bankruptcy cases of affiliates:

   Debtor/Court                   Petition Date       Case No.
   ------------                   -------------       --------
Center Designs, LLC                 3/13/17           17-02045
Covington Place Associates, LLC     4/03/17           17-02859
Retail Designs, LLC                 3/13/17           17-02044


ION GEOPHYSICAL: Incurs $23.02 Million Net Loss for First Quarter
-----------------------------------------------------------------
Ion Geophysical Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $23.02 million on $32.55 million of total net revenues for the
three months ended March 31, 2017, compared to a net loss of $35.03
million on $22.66 million of total net revenues for the three
months ended March 31, 2016.

As of March 31, 2017, Ion Geophysical had $298.1 million in total
assets, $266.4 million in total liabilities and $31.77 million in
total equity.

The Company reported a break-even Adjusted EBITDA for first quarter
2017, compared to $(17.2) million in the same period last year.  
Net cash flows from operations were $2.0 million during the first
quarter 2017, compared to $2.5 million in first quarter 2016. Total
net cash flows including investing and financing activities were
$(3.0) million, compared to $(8.3) million in first quarter 2016.

Brian Hanson, ION's president and chief executive officer,
commented, "As indicated in our year-end earnings call, our first
quarter revenues were up compared to one year ago, driven in part
by our 3D multi-client Campeche reimaging program.  We continue to
receive very positive feedback on the unprecedented turnaround time
and significant imaging improvements we have made in both subsalt
and above-salt imaging.  We are seeing a significant increase in
the sales pipeline for this program, as customers are looking to
evaluate the data to help them make informed decisions in advance
of the upcoming bid rounds scheduled later this year. We also
experienced a significant increase in data library sales primarily
associated with our offshore South America and our onshore North
America data libraries.

"Regarding our patent litigation with WesternGeco, the District
Court recently indicated in a ruling from the bench that we will be
ordered to pay WesternGeco an additional $5 million, when a final
order is issued by the District Court.  This amount is in addition
to the $20.8 million award previously paid by ION in November of
last year.

"We continue to believe that the E&P industry reached the bottom of
this cycle during 2016 as we are now seeing leading indicators of
recovery.  Ocean Bottom Seismic (OBS) tender activity continues to
pick up and there is renewed customer interest in underwriting new
venture programs for the first time in two years. We recently
sanctioned three programs, which met our conservative underwriting
standards, to kick off in the next 90 days.  We continue to believe
2017 will deliver a modest improvement over 2016 as the market
recovers. We also believe we have positioned ourselves to take full
advantage of what should be a more robust 2018."

The Company's cash balance, excluding borrowings under the
revolving credit facility at March 31, 2017, was $39.6 million.
The Company had outstanding borrowings of $10.0 million and $9.5
million remained available under its maximum $40.0 million
revolving credit facility at March 31, 2017.  The current available
amount has been reduced due to a decline in eligible receivables
that collateralize the facility.

Within the E&P Technology & Services segment, data library revenues
were $10.6 million, a 148% increase from first quarter 2016; new
venture revenues were $6.9 million, a 110% increase; and Imaging
Services revenues were $5.8 million, a 6% increase.  The increase
in new venture revenues was the result of the Company's 3D
multi-client Campeche reimaging program and the increase in data
library sales was primarily related to the Company's offshore South
America and onshore North America data libraries.

Within the E&P Operations Optimization segment, Devices revenues
were $5.0 million, a 7% decrease from first quarter 2016.  Devices
continues to be impacted by reduced seismic contractor activity.
Optimization Software & Services revenues were $4.3 million, flat
compared to the revenues from first quarter 2016.

The OBS Services segment contributed no revenues during the first
quarter 2017 as its crew and vessels have been idle since
completion of a survey offshore Nigeria in the third quarter 2016.
The crew and vessels have remained cold-stacked, significantly
reducing costs, while OceanGeo actively pursues tenders for
long-term work in 2017.

Consolidated gross margin was 19%, compared to (39)% in first
quarter 2016.  Gross margin in E&P Technology & Services increased
to 17%, up from (75)% one year ago.  This increase was the result
of the increase in revenues associated with the Company’s higher
margin Campeche reimaging program and increase in data libraries
sales.  E&P Operations Optimization gross margin increased to 52%
during the first quarter 2017, up from 49% in first quarter 2016.
Consolidated operating expenses were $20.0 million, down 6% from
$21.2 million in first quarter 2016. Operating margin was (43)%,
compared to (133)% in first quarter 2016.  The improvement in
operating margin was the result of a higher margin revenue mix,
together with the impact of the $95 million annualized cost
reduction initiatives enacted during 2014 - 2016.

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

                  https://is.gd/Tw0Cev

                  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 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'.


IRON BRIDGE: Unsecured Creditors to Get 70% Over 10 Years
---------------------------------------------------------
Iron Bridge Tools, Inc., filed with the U.S. Bankruptcy Court for
the Southern District of Florida a plan of reorganization and
accompanying disclosure statement.

Class 6 composed of allowed claims of Unsecured Creditors who do
not elect the treatment in Class 7 is impaired.  Class 6 will
receive payment in an amount equal to the greater of: (i) $1,000;
or (ii) a pro rata share of the Discounted Fund made available for
distribution solely to holders of Allowed Class 6 Claims, but in no
event to exceed 25%.  The Debtor's shareholder and Principal, Glenn
Robinson, will be jointly liable for payment of $600,000 of the
$1,360,000 Discounted Fund.

Class 7 composed of allowed claims of Unsecured Creditors are
impaired.  Class 7 will be paid, by the Reorganized Debtor out of
monthly Cash generated from the operation of the Reorganized
Debtor, 70% of their Allowed Claims, over a period of 10 years from
the Effective Date in 41 quarterly payments as follows:

   (i) the first 24 equal quarterly payments aggregating the
       lesser of 30% of the Allowed Claim or $90,000 per quarter;

  (ii) the next 16 quarterly payments aggregating the lesser of
       40% of the Allowed Claim or $115,000 per quarter; and

(iii) the last quarterly payment in any remaining amount of the
distribution to equal a total distribution of 70% of the Allowed
Claim.

The payments will commence within 90 days of the Effective Date.

Payments and distributions under the Plan will be funded by the
Debtor's current and ongoing business operations, which the Debtor
thinks are sufficient to meet the obligations of the Plan, as well
as the partial funding of the Discounted Fund by or on behalf of
Mr. Robinson.

A cash payment amount of $1,360,000 will be deposited and
distributed for distribution by the Reorganized Debtor to Class 6
creditors who have elected to receive a pro-rata discounted
distribution.  Along with other consideration, including but not
limited to claim subordination and relinquishment of partial equity
in the Debtor, and in exchange for the releases, retention of
equity and contribution to the Plan, the Debtor's principal and
prepetition shareholder will be jointly and severally liable for
the payment of $600,000 of the $1,360,000 Discounted Fund pursuant
to this Plan.  $200,000 of the Discounted Fund will be paid by,
borrowed by, or otherwise paid for the benefit of Glenn Robinson.

A full-text copy of the Disclosure Statement dated May 5, 2017, is
available at http://bankrupt.com/misc/flsb16-17505-226.pdf

              About Iron Bridge Tools, Inc.

Iron Bridge Tools, Inc., is a Florida corporation, founded in 2006.
The Debtor manufactures and wholesales hand tools with operations
in Florida, Georgia, California, Canada and China. Iron Bridge
Tools manufactures for major retailers and designers such as Home
Depot, Skil, OVC, Best Buy, Target, OSH, Advance Auto Parts, ROSS,
Carquest among others.

The Debtor's current corporate headquarters is located at 6820
Lyons Technology Circle, Suite 250, Coconut Creek, Florida 33073.
The Debtor receives substantially all of its income from importing,
manufacturing and wholesaling hand tools, which includes licensing
of major brands names such as Husky, Bosh, and Skil to name a few.

Iron Bridge Tools, Inc., filed a chapter 11 petition (Bankr. S.D.
Fla. Case No. 16-17505) on May 25, 2016.  The petition was signed
by Glenn Robinson, president.  The case is assigned to Judge
Raymond B. Ray.  The Debtor estimated assets of $1 million to $10
million and debts of $10 million to $50 million.

The Debtor is represented by Craig A. Pugatch, Esq., at Rice
Pugatch Robinson Storfer & Cohen, PLLC.  The Debtor employed Frank
Smith, Esq., at FMS Lawyer Law Firm as its special
litigation/transactional counsel; Dan M. Delarosa, Esq., as its
Special Patent Counsel; Emil Braca, Esq., as its Special
Intellectual Property Infringement and Investigation Counsel. The
Debtor hired Michael Moecker & Associates, Inc. as its financial
advisor.

Guy Gebhardt, acting U.S. trustee for Region 21, on June 21
appointed three creditors of Iron Bridge Tools, Inc., to serve on
the official committee of unsecured creditors.  The committee
members are: (1) Bonnie Giourgas, (2) Michael Block, and (3) Tony
Kriz.

The Committee tapped Eyal Berger, Esq., at Akerman LLP as its legal
counsel.


ISLA BONITA: Revises Provision on Treatment of FirstBank Claim
--------------------------------------------------------------
Isla Bonita Investment and Holding Co Inc. filed its latest Chapter
11 plan of reorganization, which contains additional provisions on
the treatment of FirstBank de Puerto Rico's secured claim.

Under the latest plan, the company increased the allowed amount of
FirstBank's Class 1 secured claim to $447,508 from $325,000.  

The claim, which is secured by Isla Bonita's real property, will be
paid in full over 300 months or 25 years.  FirstBank will receive a
monthly payment of $2,681.68, including interest at 5.25% per
annum.

The accumulated interests on the loan, which have accrued to
approximately $85,000, will be included on a separate note that
will be condoned if Isla Bonita complies with the payment terms.
FirstBank can continue the foreclosure action if Isla Bonita does
not comply with the payment terms.

Meanwhile, the latest plan reduced the total amount of allowed
Class 2 general unsecured claims to $5,137.45 from $5,269.03,
according to the company's latest disclosure statement filed on May
2 with the U.S. Bankruptcy Court in Puerto Rico.    

A copy of the first amended disclosure statement is available for
free at https://is.gd/3npWmm

                        About Isla Bonita

Isla Bonita Investment and Holding Co, Inc. filed a Chapter 11
bankruptcy petition (Bankr. D.P.R. Case No. 16-06580) on August
18, 2016, disclosing under $1 million in both assets and
liabilities.  The Debtor is represented by Jose Guillermo
Gonzalez, Esq.

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

On February 28, 2017, the Debtor filed a disclosure statement,
which explains its proposed Chapter 11 plan of reorganization.


JOHN CURTIN: Sale of Sea Girt Property for $1.68M Approved
----------------------------------------------------------
Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey authorized the sale by John E. Curtin, III
and Jacqueline H. Curtin of real property located at 222 Chicago
Blvd., Sea Girt, Monmouth County, New Jersey, to Shore Home
Builders, Inc., for $1,675,000.

The Debtors are authorized to sell the Property on the terms and
conditions of the contract of sale as modified.

The proceeds of sale must be used to satisfy the liens for real
estate taxes and other municipal liens and the mortgage held by
secured creditor U.S. Bank National Association, as trustee, on
behalf of the holders of the CSMC Mortgage-Backed-PassThrough
Certificates, Series 2007-3.  Until such satisfaction the Property
is not free and clear of those liens.

The sale is free and clear of all liens not described, including
without limitation, the liens set forth on Schedule A and the tax
liens of the United States of America, which liens will not be paid
at closing from the proceeds of sale but which, to the extent such
liens are valid, will attach to the proceeds of sale with the same
priority as they had encumbered the Property.

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

     http://bankrupt.com/misc/John_Curtin_59_Order.pdf

The net proceeds of sale will be held in the trust account of the
attorneys for the Debtors-in-Possession pending further order of
the Court.

The following professional(s) may be paid at closing: (i) 2% of the
Purchase Price or $33,500 to Sitar Realty Co. for listing and
marketing the Property; and (ii) 2.5% of the Purchase Price or
$41,875 to Berkshire Hathaway Home Services Signature Properties
for producing the Buyer.

Other closing fees payable by the Debtor may be satisfied from the
proceeds of sale and adjustments to the price as provided for in
the contract of sale may be made at closing.

The 14-day stay of Bankr. Rule 6004(h) does not apply and the sale
of the Property can be consummated upon entry of the Order.

John E. Curtin, III, and Jacqueline H. Curtin sought Chapter 11
protection (Bankr. D.N.J. Case No. 16-32503) on Nov. 27, 2016.
The
Debtor tapped Timothy P. Neumann, Esq., at Broege, Neumann,
Fischer
& Shaver, LLC, as counsel.


JOSEPH SLABY: Zieglers Buying Arcadia Property for $960K
--------------------------------------------------------
Joseph and Cindy Slaby ask the U.S. Bankruptcy Court for the
Western District of Wisconsin to authorize the sale of real
property located at App. 240ac N3144, Paul Sonsalla Ln., Arcadia,
Wisconsin, to Kenneth and Karen L. Ziegler for $960,000.

The objection deadline is May 26, 2017.

The previous motion to sell (docket #25) and signed order approving
the sale (docket #29) fell apart and never took place.

The Debtors and the Buyers entered into Offer to Purchase on April
17, 2017.  The sale of the real estate as set forth in the
Agreement is to be sold free and clear of liens with the liens
attaching to the net proceeds being sold in the order of priority.


A copy of the Agreement and the list of mortgages, liens, contracts
and debts against the Property attached to the Motion is available
for free at:

       http://bankrupt.com/misc/Joseph_Slaby_41_Sales.pdf

The proceeds from the sale will be used in this order:

   a. Closing costs related to the sale of the property including
the title policy commitment, transfer fees, recording fees,
commissions, utility charges against the property, inspections,
real estate survey (if necessary) and the attorney
fees/disbursements incurred by Pittman & Pittman Law Offices, LLC
for the transaction not to exceed $1,500 and other payment of bills
in reference to the sale of the property as necessary to close the
transaction.

   b. Payment of any and all delinquent and accrued real estate
taxes that are not covered by the Buyers in the Offer to Purchase.

   c. The net proceeds of the sale will be paid to the mortgages in
order of priority.

   d. Any funds remaining thereafter will be held in the Pittman &
Pittman Law Offices, LLC Trust Account to be disbursed by future
motion/Court order.

Joseph A Slaby and Cindy L Slaby sought Chapter 11 protection
(Bankr. W.D. Wis. Case No. 16-14136) on Dec. 12, 2016.  The Debtor
tapped Greg P. Pittman, Esq., at Pittman & Pittman Law Offices,
LLC,
as counsel.


KEMPLON MARINE: Hires Mark S. Roher as Counsel
----------------------------------------------
Kemplon Marine, Inc., seeks authorization from the U.S. Bankruptcy
Court for the Southern District of Florida to employ the law firm
of Mark S. Roher, PA as counsel, nunc pro tunc to May 5, 2017.

The Debtor requires the Firm to:

     a. give advice to the Debtor with respect to its powers and
duties as Debtor in possession and the continued management of its
business operations;

     b. advise the Debtor with respect to its responsibilities in
complying with the US Trustee's Operating Guidelines and Reporting
Requirements and with the rules of the court;

     c. prepare motions, pleadings orders, applications, adversary
proceedings, and other legal documents necessary in the
administration of the case;

     d. protect the interest of the Debtor in all matters pending
before the court; and

     e. represent the Debtor in negotiation with its creditors in
the preparation of a plan.

Mark S. Roher, Esq., president and sole shareholder of the law firm
of Mark S. Roher, PA a/k/a The Law Office of Mark S. Roher, PA,
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.

The Firm may be reached at:

      Mark S. Roher, Esq.
      The Law Office of Mark S. Roher, PA
      101 NE Third Ave., Suite 1518
      Fort Lauderdale, FL 33301
      Tel:  (954) 353-2200
      Email: mroher@markroherlaw.com

Kemplon Marine, Inc. filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 17-15732) on May 5, 2017.. The Hon. John K Olson
presides over the case.


KENDALL LAKE: June 8 Hearing on 2nd Amended Disclosure Statement
----------------------------------------------------------------
The hearing to consider approval of the second amended disclosure
statement explaining Kendall Lake Towers Condominium Association,
Inc.'s plan is set for June 8, 2017, at 11:30 A.M.

Deadline for objections to disclosure statement is June 1.

The Debtor's latest disclosure statement for its proposed Chapter
11 plan of reorganization created a separate class for disputed
general unsecured claims, and classified the secured claim of
Miami-Dade County RER in Class 2.

Disputed general unsecured claims in Class 4 will be paid into
escrow and held by the association in a separate account pending
allowance or disallowance of the claims.  

Holders of Class 4 claims will receive a dividend of 75%.  Kendall
will pay 10% of the claims on the effective date of the plan while
the remainder will be paid in 60 equal monthly installments.

Meanwhile, Miami-Dade County RER will be paid in full of its
secured claim.  It will receive a monthly payment of $538.33 for
60 months at 4% interest.

The restructuring plan will be funded by the special assessment of
unit owners, according to Kendall's second amended disclosure
statement filed on May 2.

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

                  About Kendall Lake Towers

Kendall Lake Towers Condominium Association, Inc., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Fla., Case No. 16-12114) on Feb. 16, 2016.  The Petition was signed
by Frank Landrian, Manager.  The Debtor is represented by Joel M.
Aresty, Esq., at Joel M. Aresty, PA. At the time of the filing, the
Debtor estimated its assets and debts at $500,001 to $1 million.

Guy Gebhardt, acting U.S. trustee for Region 21, on May 3, 2016,
appointed three creditors of Kendall Lake Towers Condominium
Association, Inc., to serve on the official committee of unsecured
creditors.  The committee members are: (1) Lisa M. Castellano, Esq.
at Becker & Poliakoff, P.A.; (2) Andres Cuevas of York Miami
Holdings, LLC, as Assignee of Cuevas & Associates, PA; and (3)
Santiago J. Muinos, Esq. of Muinos & Morales, PL.


KINEMED INC: Oxeia Buying BPF License for $475K
-----------------------------------------------
KineMed, Inc., asks the U.S. Bankruptcy Court for the Northern
District of California to authorize the sale to Oxeia
Biopharmaceuticals, Inc. of its rights as licensee, under the BPF
KineMed License Agreement SUN 11031 (Synthetic Ghrelin) dated as of
February 2016 ("BPF License"), including all rights under a related
IND approved by the U.S. Federal Drug Administration and rights to
purchase certain batches and supplies of the licensed compound
(synthetic ghrelin) from a manufacturer ("Related Rights"), entered
into between the Debtor and Biopharma Forest, Inc. pursuant to a
certain Assumption And Assignment Agreement (SUN 11031), for an
aggregate purchase price of $475,000.

A hearing on the Motion is set for June 8, 2017 at 10:00 a.m.

The Debtor's chapter 11 petition was filed after its secured
lender, Midcap Financial Trust, as successor agent to MidCap
Funding V, LLC, served on the Debtor notice of an intended
foreclosure sale of its assets, scheduled for May 5, 2016.

Prior to the Petition Date, the Debtor was focused on applying its
assays of metabolic process across a host of diseases in order to
de-risk and advance drug development, with a particular focus on
muscle-wasting diseases and fibrotic diseases.  Its primary assets
were encompassed in an exclusive license ("Platform License") of
biomarker platform technology developed by it ("Platform
Technology").  On Feb. 3, 2017, the Court entered its order
granting the Debtor's Motion (A) Sale of Biomarker Platform
Technology Free and Clear of Liens; and (B) Assumption and
Assignment of Platform License, and authorizing the Debtor to sell
and assign to GlaxoSmithKline Intellectual Property Development
Ltd. ("GSK") the Platform License in exchange for a cash purchase
price and a sublicense of the Platform Technology back to the
Debtor.  The Debtor is in the process of completing that approved
sale, which is expected to close in May 2017.

The recent completion of the approved sale to GSK resulted in full
satisfaction of the Debtor's secured obligations owing to MidCap,
pursuant to a compromise agreement between the Debtor and MidCap,
as earlier approved by the Court.  The sale also produced net cash
proceeds for the estate.

The Debtor intends to reorganize through a plan of reorganization,
coupled with new investment capital and based on development of new
proprietary drugs through the use of the Platform Technology
sublicensed from GSK.  The sale and assignment proposed in the
Motion will assist in preparation of a plan of reorganization by
providing the Debtor with additional net cash proceeds, to be used
either for the reduction of its postpetition secured financing, as
described below, or for development purposes.

Among the Debtor's other intellectual property assets are its
rights as a licensee under the BPF License and the Related Rights
("Transferred Assets"), with respect to a compound known as
synthetic ghrelin or SUN 11031.  SUN 11031 is an
appetitestimulating agent for possibly treating involuntary weight
loss in Lou Gehrig's Disease ("ALS") and in the elderly, among
other conditions.  SUN 11031 has been approved by the FDA for entry
into Phase 2 clinical trials in ALS.  

The Related Rights include the IND (investigational new drug)
application approved by the FDA that entitles the Debtor to
commence Phase 2 clinical trials of SUN 11031, and also includes as
certain rights to purchase batches or samples of the compound from
its manufacturer.

The Debtor believes that development of SUN 11031 has great
potential, and that the approved IND is of substantial value.
However, the Debtor lacks the substantial capital that would be
required to develop and de-risk the compound, which would require
several years to complete.  In addition, the BPF License contains
significant deadlines for drug development and financing that the
Debtor is unable to satisfy.  Assumption of the BPF License without
concurrent assignment to a third party with sufficient ability to
perform under the license is therefore not feasible.

Accordingly, in its chapter 11 case, the Debtor has sought an
appropriate party to purchase its rights under the BPF License,
with the cooperation of BPF.  Those efforts identified two parties
that made written proposals for the purchase of those rights.  One
of those two proposals, made by Oxeia, was significantly higher and
better than the other proposal, upon terms approved by BPF.  The
Debtor therefore entered into further negotiations with Oxeia and
BPF, and Oxeia conducted and completed its due diligence, resulting
in the Assignment Agreement.

Among the Debtor's obligations as a licensee under the BPF License
is the obligation to commence development, and demonstrate adequate
funding therefor, by deadlines set in the license.  The Debtor
cannot meet those deadlines, and BPF alleges that the Debtor is in
default on that basis as well as other grounds.  The Debtor
believes that in the event of rejection of the BPF License, BPF
would be liable for the return of a payment made by the Debtor on
April 18, 2016, within 90 days prior to the Petition Date, in the
amount of $51,079.  The Debtor believes that such preference
liability would be contested by BPF.

The Debtor and BPF have agreed to release each other from any
existing liabilities, including any liabilities arising from the
BPF License or allegedly preferential transfers, as a compromise
incorporated into the terms of the Assignment Agreement.

In December 2014, the Debtor entered into a loan agreement with
MidCap.  The loan is secured by all of the Debtor's tangible and
intangible personal property, which include the BPF License.  The
Debtor has entered into a settlement agreement with MidCap that
provides for the reduction and elimination of MidCap's claim and
liens, and that agreement has been approved by the Court.

Following the Petition Date, on June 7, 2016, the Court entered its
final order approving a secured postpetition loan provided by
KineMed DIP Lenders, LLC ("DIP Lender"), a limited liability
company composed of certain of the Debtor's shareholders.  In
conjunction with the postpetition financing, the Debtor and the DIP
Lender entered into a loan agreement, a secured promissory note,
and a security agreement.  As approved by the Court, the DIP
Lender's liens encumber all of the Debtor's tangible and intangible
personal property, including the BPF License.

It is the Debtor's understanding that the DIP Lender presently
asserts a balance in excess of $570,000 owing under its loan,
including principal, interest and allowed fees and other charges.
As reflected in the DIP Lender's counsel's letter dated April 7,
2017, the DIP Lender has consented to a sale and assignment of its
collateral to Oxeia, pursuant to the Assignment Agreement, free and
clear of its liens, provided that the net proceeds of such sale
will be encumbered by such liens to the same extent, priority and
validity as presently exist.

As of Oct. 24, 2016, the Debtor entered into the MidCap Agreement
with MidCap, which the Court approved on Dec. 2, 2016.  Under the
terms of the MidCap Agreement, MidCap agreed to accept the amount
of $1,000,000 in full satisfaction of its secured claim of roughly
$4,000,000.  Of that amount, $500,000 was paid earlier to MidCap
from the Debtor's cash collateral account, leaving only $500,000 to
be paid to MidCap from the net sale proceeds of the Platform
License.  That remaining amount was paid to MidCap upon the closing
of the GSK sale, on May 2, 2017.  Accordingly, MidCap no longer
holds any lien against the BPF License, and therefore there is no
need to sell free and clear of MidCap's lien.

Under the terms of the Assignment Agreement, the Debtor, Oxeia and
BPF have agreed upon these terms of sale and assignment, subject to
Court approval:

    a. Assignment of BPF License: The Debtor will also assume and
assign to Oxeia the BPF License and the Related Rights, and BPF
will consent to such assumption and assignment. All post-closing
obligations of the licensee under the BPF License will be the sole
responsibility of Oxeia.

    b. Consideration Paid to Debtor: Concurrent with the assignment
of the license to Oxeia, Oxeia will pay to KineMed the sum of
$350,000 as consideration therefor.  In addition, in the event that
Oxeia purchases certain supplies or batches of SUN 11031 from BPF
or the manufacturer, either at closing or in the future, Oxeia will
pay to the Debtor the additional consideration of $125,000.

    c. Amendment of License: Concurrent with the assignment of the
BPF License to Oxeia, Oxeia and BPF will enter into an amendment
agreement, pursuant to which those parties will agree on multiple
substantive and economic changes to the terms of the BPF License.

    d. Release of Claims: The Debtor, Oxeia and BPF will generally
and mutually release each other from all claims, known or unknown,
other than those arising under or preserved by the Assignment
Agreement. Without limiting the generality of the foregoing, the
mutual release will compromise all claims between the Debtor and
BPF – the Debtor will effectively release any claims for
preference or avoidance, and BPF will effectively release any
claims of breach or delinquencies of the licensee.

The assumption and assignment of the BPF License is an essential
part of allowing the Debtor to effectuate a plan of reorganization,
and is demonstrably more beneficial to the estate than any feasible
alternative.  As such, the assumption and assignment of the BPF
License is well within the sound business judgment parameters
discussed.

BPF has consented to the sale and assignment of the BPF License.
In addition, absent such consent, the Debtor believes that the
terms of the license would provide consent as part of the
restructuring of the Debtor.  In any event, given BPF's express
consent, the BPF License and the BPF Patents are assumable and
assignable to Oxeia.

The Debtor submits that the proposed transaction is supported by
sound business reasons, is based on reasonable sale terms that are
in its and its estate's best interests.  The Debtor expects to
propose a plan of reorganization to allow for the recapitalization
of the Debtor, with its emergence from chapter 11 accompanied by a
business plan capitalizing on de-risking proprietary compounds by
use of the platform technology retained by sublicense within the
Debtor.  The plan is expected to provide for new capital for the
reorganized company, together with the conversion of some or all
debt to equity.

Accordingly, the Debtor asks the Court to (i) approve the sale,
assumption and assignment of the BPF License and the Related Rights
to Oxeia pursuant to the Assignment Agreement, free and clear of
the DIP Lender's liens; and (ii) authorize the release of claims
between the Debtor and BPF, as set forth in the Assignment
Agreement.

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

            http://bankrupt.com/misc/KineMed_183_Sales.pdf

                       About KineMed Inc.

Headquartered in Emeryville, California, KineMed Inc. has
developed
and validated a proprietary drug development platform to
clinically
advance drugs more efficiently and with less risk for later
sale/out-license.  KineMed is creating a pipeline of high value
drug assets in muscle-wasting and fibrotic diseases.  The pipeline
is focused on Phase 2 trials with synthetic Ghrelin, to address
CKD
& muscle wasting in the elderly.

KineMed filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Calif. Case No. 16-41241) on May 4, 2016, estimating its assets at
$10 million to $50 million and debts at $1 million to $10 million.

The petition was signed by David M. Fineman, chairman and chief
executive officer.

Judge Roger L. Efremsky presides over the case.  

Merle C. Meyers, Esq., at Meyrs Law Group, PC, serves as the
Debtor's bankruptcy
counsel.  The Debtor hired Gordian Investments LLC as investment
banker, and FisherBroyles LLP as special counsel.


KSM INTERNATIONAL: Court Okays Disclosures, Confirms Plan
---------------------------------------------------------
The Hon. Elizabeth E. Brown of the U.S. Bankruptcy Court for the
District of Colorado has approved KSM International, LLC's
disclosure statement and confirmed the plan of reorganization.

As reported by the Troubled Company Reporter on March 21, 2017, the
Debtor filed with the Court a disclosure statement to accompany its
plan of reorganization, dated March 10, 2017.

Class 3, Unsecured Creditors, is impaired under the plan.  Class 3
claimants will receive pro-rata distributions equal to 2.5% of the
KSM Gross Revenue generated over two years commencing on the
Effective Date less amount necessary to pay Unclassified Priority
Claims and the Class 2 claim. Payments will be made semi-annually
commencing 6 months from the Effective Date.

                     About KSM International

KSM International, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 16-20499) on Oct. 25,
2016.  The petition was signed by Kristin Morelli, manager.  

The Debtor is represented by Kutner Brinen P.C.  Brock and Company
CPAs, PC, serves as its accountant.

At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $500,000.


LAS VEGAS JOHN: Court Confirms Ch. 11 Plan of Liquidation
---------------------------------------------------------
Judge August B. Landis of the U.S. Bankruptcy Court for the
District of Nevada issued an order dated May 5, 2017, confirming
Las Vegas John, L.L.C.'s Chapter 11 plan of liquidation, as
amended, and a final order approving the disclosure statement
explaining the Plan.

The Plan is amended to resolve the issues raised by the U.S.
Trustee.  A full-text copy of the Confirmation Order is available
at:

       http://bankrupt.com/misc/nvb16-142-73-158.pdf

                   About Las Vegas John

Las Vegas John, L.L.C., filed a chapter 11 petition (Bankr. D.
Nev. Case No. 16-14273) on Aug. 3, 2016.  The petition was signed
by Dmitrios P. Stamatakos, managing member.  The Debtor is
represented by Matthew C. Zirzow, Esq., at Larson & Zirzow.

The case is assigned to Judge August B. Landis. The Debtor
estimated assets at $1 million to $10 million and debts at
$500,000 to $1 million at the time of the filing.

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


LENSAR INC: Completes Strategic Financial Restructuring
-------------------------------------------------------
LENSAR, Inc., a global leader in next generation femtosecond laser
technology for refractive cataract surgery, and PDL BioPharma, Inc.
on May 11 announced the completion of LENSAR's financial
restructuring with a court-approved exit plan finalized on May 11,
2017.  As part of the plan, PDL will convert most of its debt to an
equity ownership position.  LENSAR will become a wholly-owned
subsidiary of PDL, and PDL will begin to consolidate LENSAR's
financial statements.

With the debt reduction, the LENSAR company balance sheet is
significantly strengthened and, under PDL's new ownership, LENSAR
is well positioned to support its future growth and continued
leadership in the femtosecond laser assisted refractive cataract
surgery sector.  The reorganization agreement was confirmed by the
bankruptcy court in Wilmington, Delaware.

"This process has been necessary to achieve the full potential of
our femtosecond technology and continue to deliver best-in-class
service to our customers and their refractive cataract patients,"
said Nicholas Curtis, chief executive officer of LENSAR.
"Importantly, our focused efforts have achieved this successful
end-goal on schedule.  We are extremely pleased with this outcome
and look forward to continuing our strong partnership with PDL."

Since announcing the reorganization under Chapter 11 in December
2016, LENSAR has maintained its normal business operations,
including the commercial roll out in January 2017 of LENSAR's third
system upgrade in less than two years.  Most recently, LENSAR
announced the FDA clearance of data integration to the LENSAR(R)
Laser System with Streamline III™ from the popular Pentacam(R)
tomographers from OCULUS.

"PDL Biopharma remains committed to the success of LENSAR and its
promising refractive cataract technology," said John P. McLaughlin,
president and chief executive officer of PDL.  "Working closely
with the team at LENSAR, we have supported operations at an optimal
level throughout this process.  Consequently, important service,
manufacturing and regulatory milestones have been achieved,
positioning the company for success moving forward."

                   About PDL BioPharma Inc.

PDL BioPharma (NASDAQ: PDLI) seeks to optimize its return on
investments so as to provide a significant return for its
shareholders by acquiring and managing a portfolio of companies,
products, royalty agreements and debt facilities in the biotech,
pharmaceutical and medical device industries. In late 2012, PDL
began providing alternative sources of capital through royalty
monetization and debt facilities and in 2016, began making equity
investments in commercial stage companies.  PDL has committed over
$1.4 billion and funded approximately $1.1 billion in these
investments to date.

                     About LENSAR, Inc.

Lensar, Inc. -- http://www.lensar.com/-- is involved in next
generation femtosecond laser technology for refractive cataract
surgery.  The LENSAR Laser System with Streamline II offers
cataract surgeons automation and customization of essential steps
of the refractive cataract surgery procedure with the highest
levels of precision, accuracy, and efficiency, while optimizing
overall visual outcomes.

Lensar, Inc., filed a chapter 11 petition (Bankr. Del. Case No.
16-12808) on Dec. 16, 2016.  The petition was signed by Nicholas T.
Curtis, chief executive officer.  The Debtor estimated $50 million
to $100 million in assets and liabilities.

Matthew Summers, Esq., at Ballard Spahr LLP, represents the Debtor.
Epiq Bankruptcy Solutions, LLC, serves as notice and claims agent
and administrative advisor.

An official committee of unsecured creditors has not yet been
appointed in the case.

On Jan. 24, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.  The plan, which proposes
to pay general unsecured creditors in full, will be funded through
exit loan to be provided by PDL Biopharma Inc. and cash on hand.


M.A. GONZALEZ: Plan Outline Okayed, Plan Hearing on May 30
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
will consider approval of the Chapter 11 plan of reorganization for
M.A. Gonzalez Properties, LLC, at a hearing on May 30.

The hearing will be held at 10:00 a.m., at Courtroom B709, 500
Poydras Street, New Orleans, Louisiana.

The court on May 2 approved the company's disclosure statement,
allowing it to start soliciting votes from creditors.  

The order set a May 23 deadline for creditors to file their
objections and cast their votes accepting or rejecting the proposed
plan.

                 About M.A. Gonzalez Properties

Based in Metairie, Louisiana, M.A. Gonzalez Properties, LLC filed a
Chapter 11 petition (Bankr. E.D. La. Case No. 16-12851) on Nov. 21,
2016.  In its petition, the Debtor estimated $1 million to $10
million in both assets and liabilities.  The petition was signed by
Mario A. Gonzalez, manager.

Judge Elizabeth W. Magner presides over the case.  Markus E.
Gerdes, Esq., at Gerdes Law Firm, L.L.C., as bankruptcy counsel.

On March 21, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.


MAGELLAN CHRISTIAN: Unsecureds to Recoup 100% Plus 4.5% per Annum
-----------------------------------------------------------------
Magellan Christian Academies of Arizona, LLC, filed with the U.S.
Bankruptcy Court for the District of Arizona a disclosure statement
accompanying the plan of reorganization filed by S. Cary Forrester,
the Chapter 11 Trustee, on May 3, 2017.

Class 4 General Unsecured Claims -- estimated at $8,505.84 -- are
impaired by the Plan.  These claims will be paid within nine months
after the Effective Date.  The Allowed Class 4 Claims will be paid
in full, together with interest at the rate of 4.5% per annum from
and after the Petition Date, from Debtor's net monthly income, but
only after allowed administrative claims, allowed Class 1 and 2
Priority Claims, and the allowed Class 3 Secured Claim have been
paid in full.

The funding source for the Plan is the net income generated from
the operation of Debtor's business

A copy of the Disclosure Statement is available at:

          http://bankrupt.com/misc/azb14-12657-337.pdf

Headquartered in Mesa, Arizona, Magellan Christian Academies of
Arizona, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 14-12657) on Aug. 15, 2014, estimating its assets
and liabilities at between $50,001 and $100,000 each.  D. Lamar
Hawkins, Esq., at Aiken Schenk Hawkins & Ricciardi, P.C., serves as
the Debtor's bankruptcy counsel.

S. Cary Forrester was appointed as Chapter 11 Trustee for the
Debtor and its estate on August 7, 2015.

The Chapter 11 trustee can be reached at:

     FORRESTER & WORTH, PLLC
     3636 North Central Avenue, Suite 700
     Phoenix, AZ 85012
     Tel: (602) 258-2728
     Fax: (602) 271-4300
     Email: SCF@FORRESTERANDWORTH.COM


MARINA BIOTECH: Continues to Offer 2.2-M Common Shares
------------------------------------------------------
Marina Biotech, Inc. filed a post-effective amendment No. 4 to the
Form S-3 on Form S-1 registration statement on May 5, 2017.  Marina
Biotech previously filed a shelf registration statement on Form S-3
on Aug. 2, 2010 (No. 333-168447) and a registration statement on
Form S-3 on July 25, 2011.

Commencing on Feb. 2, 2012, the Company's securities were delisted
from the Nasdaq Global Market and began being quoted on the OTC
Markets.  Consequently, the Company was no longer eligible to use
Form S-3.  On Dec. 19, 2012, the Company filed a Post-Effective
Amendment to Form S-3 on Form S-1 to amend each of the Registration
Statements into a registration statement on Form S-1 to maintain
the registration of certain securities previously registered on
each of such Registration Statements, which Original Post-Effective
Amendment was declared effective by the Securities and Exchange
Commission on Feb. 11, 2013, and which was amended by the filing of
a second Post-Effective Amendment on Jan. 28, 2013, and a third
Post-Effective Amendment on Sept. 17, 2014.

The Post-Effective Amendment to Form S-3 on Form S-1 was filed to
update the information contained in the Original Post-Effective
Amendment and the amendments thereto.  Pursuant to Rule 429 under
the Securities Act, the prospectus included in this registration
statement is a combined prospectus, and this registration statement
constitutes a post-effective amendment to each of the Registration
Statements.  The Registration Statements registered, in relevant
part, the following securities:

(i) the issuance of 637,500 shares of common stock, warrants to
purchase up to 111,308 shares of common stock, and 111,308 shares
of common stock issuable form time to time upon exercise of these
warrants, issued pursuant to the Prospectus Supplement dated Feb.
10, 2011, filed with the SEC on Feb. 10, 2011; and

(ii) the issuance from time to time of 4,461,200 shares of common
stock upon exercise of the Series A Warrants offered pursuant to
the registrant's May 2011 offering of common stock and warrants,
issuable pursuant to the Prospectus dated Nov. 2, 2011.

The Post-Effective Amendment No.4 was filed to continue the
registration of: (i) 111,308 shares of common stock issuable from
time to time upon exercise of the warrants issued in the February
2011 offering subject to the February 2011 Prospectus Supplement;
and (ii) 2,100,545 shares of common stock issuable from time to
time upon exercise of the Series A Warrants subject to the November
2011 Prospectus.  All filing fees payable in connection with the
registration of these securities were previously paid in connection
with the filing of the Registration Statements.

The Company's common stock is traded on the OTCQB under the symbol
"MRNA".  On May 3, 2017, the last reported sale price for the
Company's common stock as reported on OTCQB was $0.38 per share.

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

                   https://is.gd/in4T0B

                   About Marina Biotech

Marina Biotech, Inc., headquartered in Bothell, Washington, is a
biotechnology company focused on the discovery, development and
commercialization of nucleic acid-based therapies utilizing gene
silencing approaches such as RNA interference ("RNAi") and
blocking messenger RNA ("mRNA") translation.  The Company's goal
is to improve human health through the development, either through
its own efforts or those of its collaboration partners and
licensees, of these nucleic acid-based therapeutics as well as the
delivery technologies that together provide superior treatment
options for patients.  The Company has multiple proprietary
technologies integrated into a broad nucleic acid-based drug
discovery platform, with the capability to deliver novel nucleic
acid-based therapeutics via systemic, local and oral
administration to target a wide range of human diseases, based on
the unique characteristics of the cells and organs involved in
each disease.

On June 1, 2012, the Company announced that, due to its financial
condition, it had implemented a furlough of approximately 90% of
its employees and ceased substantially all day-to-day operations.
Since that time substantially all of the furloughed employees have
been terminated.  As of Sept. 30, 2012, the Company had
approximately 11 remaining employees, including all of its
executive officers, all of whom are either furloughed or working
on reduced salary.  As a result, since June 1, 2012, its internal
research and development efforts have been minimal, pending
receipt of adequate funding.

Marina Biotech reported a net loss of $837,143 on $0 of revenue for
the year ended Dec. 31, 2016, compared with a net loss of $1.11
million on $0 of revenue for the year ended Dec. 31, 2015.  As of
Dec. 31, 2016, Marina Biotech had $6.18 million in total assets,
$2.96 million in total liabilities and $3.21 million in total
stockholders' equity.

Squar Milner LLP, in Los Angeles, California, 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 and negative cash flows from operations and has
had recurring negative working capital.  This raises substantial
doubt about the Company's ability to continue as a going concern.


MARINE ACQUISITION: S&P Affirms 'B' CCR Amid Term Loan Add-On
-------------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
Litchfield, Ill.–based Marine Acquisition Holdings Inc. (d/b/a
SeaStar Solutions).  The rating outlook is stable.

At the same time, S&P affirmed its 'B' issue-level rating on the
company's proposed upsized and amended $370 million term loan B due
2021, which includes the proposed $70 million add-on.  S&P expects
the company to use proceeds from the term loan add-on to acquire a
leading manufacturer of fuel tank and diurnal systems for the
recreational boating market.  The recovery rating on this debt
remains '3', indicating S&P's expectation for meaningful recovery
(50% to 70%; rounded estimate: 60%) for lenders in the event of a
payment default.  The recovery rating remains '3' because recovery
prospects for lenders are not meaningfully impaired, despite
additional secured debt in the capital structure, due to a higher
assumed emergence valuation from the incremental EBITDA
contribution from the acquisition.

"We are affirming the 'B' corporate credit rating despite the
proposed incremental leverage the company would assume upon close
of the transaction because it does not meaningfully impair
SeaStar's financial risk," said S&P Global Ratings credit analyst
Jing Li.  S&P views the acquisition favorably because it is a good
fit that adds to SeaStar's portfolio of mission critical,
engineered recreational boating components and the transaction adds
modest incremental leverage compared to our previous base case
forecast.  The rating continues to incorporate S&P's view that
financial sponsor-owned companies will periodically engage in
debt-financed acquisitions or dividend recapitalizations.  In
addition, increased leverage from the proposed transaction remains
below S&P's 7x adjusted debt to EBITDA downgrade threshold.

The stable outlook reflects S&P's expectation for good revenue
growth in the company's marine OEM and aftermarket channels,
resulting in leverage improving to the mid-4x area in 2018.  S&P
also expects good EBITDA interest coverage in the 4x area through
2018.

S&P could lower the rating if operating performance deteriorates
meaningfully or if SeaStar increases leverage meaningfully to
pursue a large acquisition or to fund additional distributions to
shareholders, such that adjusted debt to EBITDA remains above 7x,
EBITDA coverage of interest deteriorates to below 2x, or the
company's liquidity becomes constrained.

Ratings upside is limited given the company's financial sponsor
ownership.  However, S&P could consider raising the rating by one
notch if it felt confident that SeaStar and its financial sponsors
were willing to sustain leverage (including acquisitions and
returns of capital to shareholders) below 5x adjusted debt to
EBITDA.


MARRONE BIO: PRIMECAP Management Holds 8.8% Stake as of April 30
----------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, PRIMECAP Management Company disclosed that as of
April 30, 2017, it beneficially owns 2,702,870 shares of common
stock of Marrone Bio Innovations, Inc. representing 8.86 percent of
the shares outstanding.  A full-text copy of the regulatory filing
is available for free at https://is.gd/tPHxxR

                     About Marrone Bio

Marrone Bio makes bio-based pest management and plant health
products.  Bio-based products are comprised of naturally occurring
microorganisms, such as bacteria and fungi, and plant extracts. The
Company's current products target the major markets that use
conventional chemical pesticides, including certain agricultural
and water markets, where the Company's bio-based products are used
as alternatives for, or mixed with, conventional chemical products.
The Company also targets new markets for which (i) there are no
available conventional chemical pesticides or (ii) the use of
conventional chemical pesticides may not be desirable or
permissible either because of health and environmental concerns
(including for organically certified crops) or because the
development of pest resistance has reduced the efficacy of
conventional chemical pesticides.  All of the Company's current
products are approved by the United States Environmental Protection
Agency and registered as "biopesticides."

Marrone Bio reported a net loss of $31 million on $14 million total
revenue for the year ended Dec. 31, 2016, compared with a net loss
of $43.7 million on $9.8 million total revenue for the year ended
Dec. 31, 2015.  As of Dec. 31, 2016, the Company had $46 million
total assets, $76.2 total liabilities, and a $30.2 million total
stockholders' deficit.

Ernst & Young LLP issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
stating that the Company has incurred losses since inception, has a
net capital deficiency, and has additional capital needs that raise
substantial doubt about its ability to continue as a going concern.


MARSH SUPERMARKETS: 44 Locations Business as Usual
--------------------------------------------------
Marsh Supermarkets, LLC, on May 11 disclosed that it has filed for
protection under Chapter 11 of the U.S. Bankruptcy Code in the
District of Delaware, a step the Company has taken to enable its
business operations to continue normally as it seeks a buyer for
all or part of the 86-year-old grocery store chain.

All of the Company's 44 locations will continue normal operations
throughout this process.

"While [Thurs]day's decision was extremely difficult, we believe
this action is necessary to preserve the value of the business as
we seek a sale," said Chief Executive Officer Tom O'Boyle.  "After
reviewing every alternative, we concluded that Chapter 11 clearly
provides the most effective and efficient means to ensure the best
recovery for the Company's stakeholders."

The Company has retained Peter J. Solomon Company as investment
bank to market its assets.

The Chapter 11 filing permits daily operations to continue without
interruption.  The stores will remain open and serving customers,
employees will continue to receive their usual salary and benefits,
and goods and services purchased by the Company, after the May 11,
2017 filing date, will be paid for in the ordinary course of
business.

As is customary, the filing triggers an automatic stay, which
precludes the Company from paying amounts owed for pre-petition
goods and services without a Court order.

The Company has asked the Bankruptcy Court's permission to use its
available cash to fund operations during this period, since the
Company's Secured Lenders have already agreed to allow the Company
to do so.  The Company expects to have sufficient liquidity to fund
operations throughout the sale process.

Besides use of its cash, the Company also has sought approval to
pay its employees and provide benefits as normal, to continue
customer programs as normal, and to continue the closing store
sales at select locations.

Marsh Supermarkets was founded in Muncie, Indiana, in 1931 by Ermal
Marsh.  Throughout its history, Marsh has been a leader in
technology, becoming the nation's first grocery chain to ring up
purchases with electronic scanners and the first to adopt a system
that wirelessly delivers coupons to customers' smart phones as they
shop.  As a company that has long been a landmark in its region,
Marsh is hoping to find the right buyer so that we can continue to
serve families across Indiana and Ohio.

In recent years, the Company has struggled to compete effectively
against larger national and regional chains that have made the
Indiana and Ohio grocery marketplace among the nation's most
competitive.

The crowded environment has led to price-cutting and other forms of
promotional activity that have put profit margins under extreme
pressure.  Marsh has reacted this year by closing 21 unprofitable
stores and, in late April, the sale of its in-store pharmacy
business to Hook-SupeRx, L.L.C., a subsidiary of CVS Pharmacy.  The
result is a chain of 44 stores that Marsh believes can be a
valuable acquisition or merger partner for a grocery company or
other buyer.

Marsh is represented by Robert S. Brady and Michael R. Nestor of
the law firm Young Conaway Stargatt & Taylor, LLP.  Lee Diercks,
Partner of the Clear Thinking Group LLC, is acting as Chief
Restructuring Officer and Clear Thinking Group LLC is acting as the
Company's Financial Advisor.

Headquartered in Indianapolis, Indiana, Marsh Supermarkets Holding,
LLC is an independent grocery retailer with the substantial
majority of their stores operating under the Marsh Supermarkets
banner, and a handful of stores operate as O'Malia Food Markets.


MARSH SUPERMARKETS: Proposes June 12 Auction for Stores
-------------------------------------------------------
Marsh Supermarkets Holding, LLC, and its affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to authorize the
bidding procedures in connection with their sale of substantially
all assets by auction.

The Debtors are an independent grocery retailer in Indiana and
Ohio, and as of the Petition Date, they operate a total of 60
stores in Indiana and Ohio ("Remaining Stores").

Prior to the Petition Date, when they began experiencing financial
difficulties, in addition to a number of other restructuring
initiatives, the Debtors completed a comprehensive review of the
performance of all of their retail stores to analyze, among other
things, the profitability and viability of each store location.
The results of this analysis led to the Debtors: (i) ceasing
operations at and exiting 11 of their stores ("Dark Stores"); and
(ii) planning an orderly liquidation of and exit from 19
underperforming and/or unprofitable Remaining Stores in an effort
to conserve resources and maximize utility ("Closing Stores").
Accordingly, concurrently with the filing of the Motion, the
Debtors have filed a motion asking to reject the Dark Stores
effective as of Petition Date, and the Closing Stores Motion for
authority to conduct closing store sales at the Closing Stores to
the extent that such sales did not finish prior to the Petition
Date.

The rest of the Debtors' Remaining Stores collectively represent
the Debtors' most valuable store locations ("Core Stores").  As
part of their overall strategy for these chapter 11 cases, the
Debtors have decided, in their business judgment, to sell all or
substantially all of their Assets, including the Core Stores, in
order to further maximize recoveries for the benefit of their
estates and their creditors.

In pursuit of the Sale, in September 2016, the Debtors engaged
Peter J. Solomon Co. ("PJS") as their investment banking advisor to
solicit interest from third parties in a going concern transaction.
In total, PJS has thus far contacted more than 40 parties,
approximately 35 of which have entered into confidentiality
agreements in connection with receiving access to the Debtors'
confidential information.  Despite this interest, going concern
buyers for the Debtors have not yet emerged, however, some of these
parties are still engaged in active due diligence.  The Debtors,
with the assistance of PJS, are continuing to actively market the
Assets for sale to potential buyers in connection with these
chapter 11 cases.

The Debtors seek authority to proceed with the robust bidding and
auction process set forth in order to consummate a sale that will
generate maximum value for the Assets.  Additionally, the Bidding
Procedures will provide clarity as to the bidding and auction
process to all interested parties, and they create an appropriate
timetable for the Sale, consistent with the milestones under the
cash collateral order and the Debtors' current liquidity position.


The salient terms of the Bidding Procedures are:

   a. Potential Bidder: Any person or entity that wishes to
participate in the bidding process for the Assets who has, or can
obtain, the financial wherewithal and any required internal
corporate, legal or other authorizations to close a sale
transaction and can provide adequate assurance of future
performance under any executory contracts and unexpired leases to
be assumed by the Debtors and assigned to such bidder in connection
with the Sale.

   b. Qualifying Bid: Other than in the case of a bid submitted by
the Stalking Horse Purchaser or the Senior Lien Agent, in its
capacity as such, a bid must be received from a Qualifying Bidder
on or before the Bid Deadline and satisfy each of the bid
requirements, including, but not limited to, (i) a purchase price
to be paid by such Qualifying Bidder; (ii) not propose payment in
any form other than cash; (iii) state the liabilities proposed to
be paid or assumed by such Qualifying Bidder; (iv) a Stalking Horse
APA; be accompanied by a Modified APA that reflects any variations
from the APA and, if applicable, a Stalking Horse APA; (v) a
commitment to close the transactions contemplated by the Modified
APA by June 19, 2017; (vi) in the event that there is a Stalking
Horse Purchaser, the aggregate consideration proposed by the
Qualifying Bidder must equal or exceed the sum of the amount of (A)
any Stalking Horse Purchase Price, (B) any Break-Up Fee, (C) any
Expense Reimbursement, and (D) $100,000; and (vii) provides a good
faith cash deposit in an amount equal to 10% of the purchase
price.

   c. Bid Deadline: June 7, 2017 at 5:00 p.m. (ET)

   d. Evaluation of Qualifying Bids: In the event that a bid is
determined not to be a Qualifying Bid, the Qualifying Bidder will
be notified by the Debtors and will have until June 8, 2017 at 5:00
p.m. to modify its bid to increase the purchase price or otherwise
improve the terms of the Qualifying Bid for the Debtors.

   e. No Qualifying Bids: If no timely Qualifying Bids other than
any Stalking Horse Purchaser's Qualifying Bid are submitted on or
before the Bid Deadline, the Debtors will not hold an Auction and
will request at the Sale Hearing that the Court approve the
Stalking Horse APA and the transactions contemplated thereunder.

   f. Auction: The Auction will be held on June 12, 2017, at a time
and location to be determined and announced by a filing on the
docket of these chapter 11 cases, or such other date and time as
the Debtors.

   g. Prior to the Sale Hearing, the Successful Bidder will
complete and execute all agreements, contracts, instruments and
other documents evidencing and containing the terms and conditions
upon which the Successful Bid was made.

   h. Sale Hearing:  June 15, 2017

The Debtors submit that the Bidding Procedures are fair,
transparent and will derive the highest or best bids for the
Assets.  Therefore, the Debtors ask the Court to approve the
Bidding Procedures, including, without limitation, the dates
established thereby for the Auction and the Sale Hearing.

The Bidding Procedures establish these key dates for the sale
process:

   a. May 26, 2017 - Assumption Notice deadline

   b. May 29, 2017 - Deadline to Designate Any Stalking Horse
Purchaser

   c. June 7, 2017 at 5:00 p.m. - Bid Deadline

   d. June 8, 2017 at 4:00 p.m. - Sale Objection Deadline; Contract
Objection Deadline

   e. June 8, 2017 at 5:00 p.m. - Deadline for Qualifying Bidder to
Submit Revised Bid if its Initial Bid was Not Deemed a Qualifying
Bid

   f. June 9, 2017 - Deadline for Debtors to Designate Qualifying
Bids

   g. June 11, 2017 - Deadline for Debtors to Designate Baseline
Bid

   h. June 12, 2017 - Auction, at a time and location to be
determined and announced by a filing on the docket of these chapter
11 cases, or such other date and time as the Debtors, after
consultation with the Baseline Bidder and the Consultation Parties,
may notify Qualifying Bidders who have submitted Qualifying Bids;
provided that such other date and time is no earlier than two
business days following the delivery of such notice

   i. June 13, 2017 - Deadline to File Notice of Successful Bidder

   j. June 13, 2017 - Deadline to Serve Notice of Successful Bidder
and Successful Bidder's Adequate Assurance Information not later
than two hours prior to the commencement of the Sale Hearing
Adequate Assurance Objection Deadline for Successful Bidders Other
Than the Stalking Horse Bidders and for Additional Contracts

   k. June 13, 2017 - Debtors' Deadline to Reply to Sale
Objections

   l. June 15, 2017 - Sale Hearing

The proposed timeline for the Sale is driven, in part, by the terms
and provisions of the Cash Collateral Order.  The Debtors
respectfully submit that the timeline set forth in the Bidding
Procedures are reasonable and necessary under the circumstances of
these chapter 11 cases.  Such timeline provides an approximately
four-week period between the filing of the Motion and the Bid
Deadline, which will allow parties in interest sufficient time to
formulate bids for the Assets.

To facilitate the Sale, the Debtors ask authority to assume and
assign to any Stalking Purchaser or, absent any Stalking Horse
Purchaser or in the event the Stalking Horse Purchaser is not the
Successful Bidder, then to the Successful Bidder, the Assumed
Contracts in accordance with the Assumption and Assignment
Procedures.  

On May 26, 2017, the Debtors will serve Counterparties the
Assumption Notice.  Any Contract objection must be filed by 4:00
p.m. (ET) on June 8, 2017.

The Debtors believe that the Bid Protections, which will represent,
in the aggregate, no more than 3 of any Stalking Horse Purchase
Price, are well within market, and fair and reasonable in amount in
light of the size and nature of the proposed Sale, and the efforts
that will be have been expended by any Stalking Horse Purchaser in
connection with negotiating and entering into any Stalking Horse
APA, which will serve as the baseline for other bids for the
Assets.  For this, the Debtors respectfully ask that the Court
authorizes the Bid Protections.

The Debtors propose that the Senior Lien Agent, in its capacity as
such under the Senior Lien Credit Agreement, who holds claims that
are secured by valid, binding, enforceable, non-avoidable and
perfected liens on and security interests in substantially all of
the Assets pursuant to the terms of the Cash Collateral Order, be
entitled to credit bid all or a portion of the Senior Prepetition
Obligations and as provided for in the Cash Collateral Order and
the Bidding Procedures.

The Debtors submit that their decision to consummate the Sale
represents a reasonable exercise of their business judgment.  Among
other things, the Assets, which include the Core Stores, represent
some of their most valuable store locations.  The Debtors will
continue to conduct an extensive and fulsome process to market the
Assets.  The open and fair auction and sale process contemplated by
the Bidding Procedures will ensure that their estates receive the
highest or best value available for the Assets by allowing the
market to test the purchase price of the Assets, and will provide a
greater recovery than would be provided by any other available
alternative.  

Accordingly, the Debtors ask entry of: (a) the Bidding Procedures
Order (i) scheduling a date for the Sale Hearing, (ii) authorizing
and approving the Bidding Procedures, the Assumption and Assignment
Procedures, and the Bid Protections, and the form and manner of
notice thereof, and (iii) granting related relief; and (b) the Sale
Order (i) authorizing and approving the Debtors’ entry into any
Stalking Horse APA or, absent any Stalking Horse Purchaser or in
the event the Stalking Horse Purchaser is not the Successful
Bidder, then an APA with the Successful Bidder, (ii) authorizing
and approving the Sale, free and clear of all Encumbrances, (iii)
authorizing and approving the assumption and assignment of the
Assumed Contacts to any Stalking Horse Purchaser or, absent any
Stalking Horse Purchaser or in the event the Stalking Horse
Purchaser is not the Successful Bidder, then to the Successful
Bidder; and (iv) granting related relief.

Any delay in the Debtors' ability to consummate the Sale would be
detrimental to them, their creditors and estates, and would impair
their ability to take advantage of the substantial cost-savings
that can be achieved by an expeditious closing of the Sale.
Therefore, the Debtors submit that ample cause exists to justify a
waiver of the 14-day stay imposed by Bankruptcy Rule 6004(h) and
6006(d), to the extent applicable.

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

      http://bankrupt.com/misc/Marsh_Supermarkets_16_Sales.pdf
                     About Marsh Supermarkets

Founded in 1931, Marsh Supermarkets is a retail food chain
headquartered in Indianapolis, Indiana, with stores throughout
Central Indiana and parts of western Ohio.  A substantial majority
of the stores are operating under the Marsh Supermarkets banner,
and a handful of stores operate as O'Malia Food.

Marsh was publicly traded until May 2006, when it was acquired by
affiliates of Sun Capital Partners IV, LP and certain independent
investors.

As of the Petition Date, Marsh operates a total of 60 stores in
Indiana and Ohio, and have a workforce of approximately 4,400
employees.

On May 11, 2017, Marsh Supermarkets Holding, LLC and 15 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No.
17-11066).

The cases are pending the Honorable Brendan Linehan Shannon, and
the Debtors have requested joint administration under Case No.
17-1106.

Young Conaway Stargatt & Taylor, LLP is serving as counsel to the
Debtors.  Clear Thinking Group is the restructuring advisors.
Peter J. Solomon Company is the investment banker.  Prime Clerk LLC
is the claims and noticing agent.


MCCLATCHY CO: Reports $95.6 Million Net Loss for First Quarter
--------------------------------------------------------------
The McClatchy Company filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $95.57 million on $221.2 million of net revenues for the three
months ended March 31, 2017, compared to a net loss of $12.74
million on $237.97 million of net revenues for the three months
ended March 27, 2016.

As of March 26, 2017, the Company had $1.74 billion in total
assets, $1.72 billion in total liabilities, and $21.72 million in
stockholders' equity.

The company reported an adjusted net loss, which excludes severance
and certain other items, in the first quarter of 2017 of $14.5
million, compared to an adjusted net loss of $7.9 million in the
first quarter of 2016.

Craig Forman, McClatchy's president and CEO, said, "No question the
headwinds that have affected our industry for the past several
years continued in the first quarter, including several retailer
bankruptcies driving the loss of 40,000 retailing jobs.  But at
McClatchy, we are executing on our plan to accelerate the pace and
cadence of our digital transformation while aligning our cost
structure with the realities of the business environment.

"This quarter also highlights the unwavering commitment to quality
journalism that is McClatchy at its best."  Forman added, "In all
of our 30 newsrooms, we have dedicated ourselves to the kind of
enterprise and ingenuity reflected in the projects recognized by
the Pulitzer Committee, and we are grateful for our two Pulitzer
Prizes this year -- bringing to 54 the number awarded to McClatchy
in our 160-year history."

McClatchy's Miami Herald, Washington DC Bureau, and expanding Video
Lab teams, in collaboration with other media organizations, were
honored with a Pulitzer Prize for Explanatory Reporting for their
coverage of the Panama papers.  In addition, the Miami Herald's Jim
Morin was awarded a Pulitzer for Editorial Cartooning, Jim's second
Pulitzer in this category.  His work covered the national news
including politics in 2016.

Elaine Lintecum, McClatchy's vice president of finance and CFO,
said, "We are optimistic about improvements in our adjusted EBITDA
performance over the remainder of 2017.  As we entered the first
quarter of 2017 we anticipated lower advertising and weaker
adjusted EBITDA results given our tougher comparisons to the
digital growth in the first quarter of last year.  However, the
level of decline in adjusted EBITDA in the first quarter of 2017
does not reflect a trend that we expect to continue in the coming
quarters.  In the second quarter we launched our new audience
management platform that we expect to help grow our digital-only
subscribers and allow for enhanced subscription pricing
optimization efforts.  We also expect stronger results from our new
digital marketing agency, exceleratetm, and coupled with our
efforts to continue implementing efficiencies in our operations, we
expect to report improving trends in adjusted EBITDA performance in
the coming quarters."

First Quarter Results

Total revenues in the first quarter of 2017 were $221.2 million,
down 7.0% compared to the first quarter of 2016.  The rate of
decline in total revenues improved by 130 basis points sequentially
from the 8.3% realized in the fourth quarter of 2016 and by a half
a percentage point from the first quarter of 2016.

Total advertising revenues were $119.9 million, down 12.0% in the
first quarter of 2017 compared to the first quarter of 2016.  The
decline in advertising revenues largely reflects the anticipated
softness in traditional print advertising offset by improvements in
direct marketing advertising and double-digit growth in
digital-only advertising.  Additionally, advertising attributable
to the Easter holiday was recognized in the first quarter of 2016
while it fell in the second quarter of 2017.

Digital-only advertising revenues grew 11.7% in the first quarter
of 2017 while total digital advertising revenues were roughly flat
compared to the same quarter last year.  Direct marketing declined
1.6% in the first quarter of 2017 compared to a decline of 8.8% in
the same period last year, and reflects a sequential improvement of
one percentage point from the fourth quarter of 2016.  The
improvement was mainly attributable to new customers in the second
half of last year at a few of the Company's markets and the impact
of rolling over the elimination of certain products during 2016.

Audience revenues were $91.4 million, up 0.8% in the first quarter
compared to the same period in 2016.  Digital-only audience
revenues were up 10.9% due to pricing strategies implemented
throughout 2016 and subscriber growth.  The number of digital-only
subscribers ended the quarter at 84,500, representing an increase
of 7.8% from the first quarter of 2016.  The strength in our
digital-only audience results were achieved despite the necessity
to slow sales of digital-only subscriptions during the first
quarter as the company prepared to transition to a new audience
management platform.  The new audience management platform was
operational as of April 24, 2017, and is a critical component of
our audience revenue strategies in fiscal year 2017.

Average total unique and local unique visitors to the company's
online products grew to 69.1 million and 16.7 million,
respectively, in the first quarter of 2017.  These results
represented growth of 27.5% in total unique visitors and 15.8% in
local unique visitors in the first quarter of 2017 compared to the
same quarter last year.  Mobile users represented 60.4% of average
total unique visitors in the first quarter of 2017 compared to
57.8% in the first quarter of 2016.

Revenues exclusive of print newspaper advertising accounted for
74.4% of total revenues in the first quarter of 2017, an increase
from 69.5% in the first quarter of 2016.

Results in the first quarter of 2017 included the following items:

   * Non-cash impairment charge related to the write-down on the
     carrying value of our equity investment in CareerBuilder
     totaling $123 million ($76.8 million after-tax);

   * Severance charges totaling $3.9 million ($2.3 million after-
     tax);
   * Non-cash write-down of inventory totaling $2.0 million ($1.2
     million after-tax);

   * Costs associated with reorganizing sales and other operations
     totaling $0.4 million ($0.2 million after-tax);

   * Gain on real estate transaction offset by charges associated
     with relocations of certain operations totaling $0.2 million
    ($0.1 million after-tax);

   * Costs related to co-sourcing information technology
     operations and other miscellaneous acquisition related costs
     totaling $0.3 million ($0.2 million after-tax); and

   * Net increase in taxes totaling $0.1 million for adjustments
     of certain deferred tax credits related to tax positions
     taken in prior years.

        Other First Quarter Business and Recent Highlights

Real Estate Transactions:

In the first quarter, the company announced that it entered into an
agreement to sell and lease back the Sacramento, California, land
and buildings, which is expected to close in the third quarter of
2017, subject to customary closing conditions.  The sales agreement
for the Columbia, South Carolina land and building which was
announced simultaneously with the Sacramento property was
terminated during the first quarter.  The Columbia, South Carolina
property is being marketed for a sales-leaseback transaction under
the same terms as the previous transaction.

In April, the company entered into a sales agreement for the Kansas
City, Missouri downtown office facility.  The sale is expected to
close in the third quarter of 2017, subject to customary closing
conditions.  The company continues to market the Kansas City,
Missouri production facility for a sales-leaseback transaction and
has received interest in both the Columbia and Kansas City
properties.

On March 31, 2017, the company completed the sale of the San Luis
Obispo, California, building and land for $9.0 million.

Acquisition:

As previously reported, the company acquired The Herald-Sun in
Durham North Carolina, on Dec. 25, 2016.  The purchase price was
not disclosed, but after revenue and expense synergies, the
acquisition is expected to be deleveraging to the company.

CareerBuilder:

The owners of CareerBuilder remain committed to the strategic
review of this valuable business, which may include a range of
possible outcomes.  Throughout the first quarter of 2017, the
owners of CareerBuilder reviewed several potential strategic
outcomes.  In March, the range of possible outcomes was narrowed
and McClatchy determined there was sufficient indication that the
carrying value of its investment in CareerBuilder should be
reviewed for impairment.  As a result, the company recorded an
estimated non-cash impairment charge of approximately $123 million
in the first quarter of 2017 using McClatchy's best estimate of
fair value at this time.  The value of the company's investment and
other balances reflect only McClatchy's estimated value and should
not be perceived as indicative of a potential strategic outcome or
the level of values recorded by other owners.  The company expects
the strategic review of CareerBuilder to continue and has no
estimate of timing on the completion of the process.

Debt and Liquidity:

Debt at the end of the first quarter 2017 was $873.7 million.  The
notes due September 2017 had a principal balance of $16.9 million
outstanding with no other maturities coming due until December
2022.  The company finished the quarter with $23.8 million in cash,
resulting in net debt of $849.9 million.  In addition, the Company
has a $65 million revolving line of credit available for liquidity
if needed.

The leverage ratio at the end of the first quarter under the
company's credit agreement was 5.44 times cash flow compared to a
maximum leverage covenant of 6.0 times cash flow.  The company
expects its current deleveraging strategies to reduce this ratio
over the course of the year.

Outlook

Looking to the second quarter and the remainder of 2017, the
company reiterates the outlook provided in February 2017.  The
company expects to grow digital-only advertising revenue at a
double-digit rate for all of 2017, improving on the full-year trend
seen in 2016.  The Company expects to obtain the digital growth
through organic investments in digital solutions like exceleratetm,
as well as other digital products and partnerships.

Expenses are expected to include an estimated $10 million
investment in exceleratetm throughout 2017, providing it with a
larger sales force and with tools to drive revenue results in
McClatchy's markets, as well as adjacent markets.  Management also
sees further potential in its video portfolio as well as Nucleus,
which is expected to help drive results for larger retailers and
national accounts.

While the company believes in the value of print advertising, the
declining trends in print advertising are not anticipated to
subside in the remainder of 2017.  Management believes that print
advertising will continue to become a smaller portion of
advertising and total revenue. Audience revenues are expected to be
stable in 2017.

Management remains committed to reducing operating expenses and
will monitor costs throughout the year to achieve expense
performance in line with revenue performance, despite the
additional investments we are making in news and sales
infrastructures.  Strategies to continue our digital transformation
and reduce legacy costs, include, among others, moving to regional
publishers, centralizing audience functions, consolidating
production and other functions and reinventing our newsrooms to
have a digital-first work flow.  These actions will result in
initial implementation costs in the range of $15 million to $20
million, which may include accelerated depreciation and certain
other non-cash costs.  This compares to similar upfront costs of
approximately $40 million in 2016 to further our digital
transformation and continue our reduction of legacy costs.  As
noted earlier, management expects improving performance in adjusted
EBITDA compared to the level of decline in the first quarter of
2017.

Management will maintain its focus on monetizing real estate assets
throughout 2017 with the goal of realizing approximately $100
million in proceeds in 2017.  The proceeds achieved from the real
estate transactions and cash from operations will be utilized to
de-lever the company through debt reductions and further investment
in the business.

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

                    https://is.gd/FUKjkD

                About The McClatchy Company

Sacramento, Cal.-based The McClatchy Company (NYSE: MNI) --
http://www.mcclatchy.com/-- is a media company that provides both
print and digital news and advertising services.  Its operations
include 30 daily newspapers, community newspapers, websites, mobile
news and advertising, niche publications, direct marketing and
direct mail services.  Its owned newspapers include, among others,
the (Fort Worth) Star-Telegram, The Sacramento Bee, The Kansas City
Star, the Miami Herald, The Charlotte Observer, and
The (Raleigh) News & Observer.  The Company holds interest in
digital assets which include CareerBuilder, LLC, Classified
Ventures, LLC, HomeFinder, LLC, and Wanderful Media.

McClatchy reported a net loss of $34.19 million for the year ended
Dec. 25, 2016, compared to a net loss of $300.16 million for the
year ended Dec. 27, 2015.

                       *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating outlook
from stable to positive following the company's announcement that
it closed on the sale of land in Miami for $236 million.  The
outlook change reflects Moody's expectation that McClatchy will
utilize the net proceeds to reduce debt, including its underfunded
pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.

As reported by the TCR on April 2, 2014, Standard & Poor's Ratings
Services affirmed all ratings on U.S. newspaper company The
McClatchy Co., including the 'B-' corporate credit rating, and
revised the rating outlook to stable from positive.  The outlook
revision to stable reflects S&P's expectation that the timeframe
for a potential upgrade lies beyond the next 12 months, and could
also depend on the company realizing value from its digital
minority interests.


MEDEX TRANSPORTATION: Hires Villeda Law as Attorney
---------------------------------------------------
Medex Transportation Services, Inc. seeks authorization from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Villeda Law Group as attorney-of-record.

The Debtor requires Villeda Law to:

   (a) provide legal advice to the Debtor on its powers and duties

       as Debtor in Possession;

   (b) review and negotiate claims made by the Debtor's creditors;

   (c) draft and file any necessary application, answers, motions,

       orders, and/or reports, and any other legal documents
       necessary in this proceeding;

   (d) prepare, file and serve a Disclosure Statement and Plan of
       Reorganization and any amendments or supplemental documents

       thereto and represent the Debtor in all Court hearings and
       other meeting with respect to case administration;

   (e) review and assert the avoidance of any mortgage or lien
       presently of record; and

   (f) assist, advise, and represent the Debtor in any litigation
       matters, including, but not limited to, adversary
       proceedings.

Villeda Law will be paid at these hourly rates:

       Antonio Villeda           $375
       Christopher Cheatham      $250
       Mike Trevino              $190
       Paralegal                 $150
       Legal Assistant           $65
       Other Staff               $50

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

Antonio Villeda of Villeda Law assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estate.

Villeda Law can be reached at:

       Antonio Villeda, Esq.
       Christopher Cheatham, Esq.
       VILLEDA LAW GROUP
       6316 North 10th Street, Bldg. B
       McAllen, TX 78504
       Tel: (956) 631-9100
       Fax: (956) 631-9146
       E-mail: avilleda@mybusinesslawyer.com
               ccheatham@mybusinesslawyer.com

                     About Medex Transportation

Medex Transportation Services, Inc., is a privately held company in
Mcallen, Texas providing ambulance services, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No.
17-70151) on April 20, 2017.  The petition was signed by Jose Luis
Yruegas, president.

The case is assigned to Judge Eduardo V Rodriguez.

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

Antonio Villeda, Esq. of Villeda Law Group serves as the Debtor's
legal counsel.


MELINDA CORTEZ: Wisne Buying San Francisco Property for $759K
-------------------------------------------------------------
Melinda Bilgera Cortez and Alex C. Cortez ask the U.S. Bankruptcy
Court for the Northern District of California to authorize the sale
of real property commonly known as Unit 112-A Russ Street, San
Francisco, California, identified as Lot 277, Block 3731 ("Subject
Property"), to Michael Wisne for $759,000, subject to overbid.

A hearing on the Motion is set for June 8, 2017 at 10:00 a.m.

The Debtors filed the instant bankruptcy case to stop a foreclosure
sale scheduled on the real property of the estate commonly known as
112-114A Russ Street, San Francisco, California ("Property").  They
converted said Property into a condominium building prepetition;
the only work that remained outstanding on the condominium
conversion project was the finalization and recording of CC&Rs and
related condo-map.

The CC&Rs and final condo map were recorded on Feb. 22, 2017 in the
San Francisco Assessor-Recorder's office as Doc 2017-K4111072-00.


As of the Feb. 22, 2017 recording date, the Property was subdivided
into the following four separate Parcel ID/ Lot-Block numbers: (i)
Lot 276, Block 3731; (ii) the Subject Property; (iii) Lot 278,
Block 3731; and (iv) Lot 279, Block 3731.

As a result of the successful condo-conversation, all liens are now
effectively cross-collateralized against each of these four
condominium units:

                Claimant                       Recording No.       
Amount
                --------                       -------------       
------
     a. Yeva, Inc., doing business as          2013-J645804    
Est. $1,498,680
          Saxe Mortgage Co. ("SAXE")                            
(as of 3/7/17)

     b. SAXE                                   2014-J894505        
$2,494,468
                                                                 
(as of 3/7/17)

     c. Ann La Morena Rohlin                   2015-K122503        
$74,959
                                                                  
Claim 4-1

     d. Boris Govzman, Sofia Fridman           2016-K184188       
$130,000
          and Natalie Govzman                                     
                                                                  

     e. Arcon Construction Corp.               2016-K222980       
$22,223

     f. Franchise Tax Board                    2016-K353319        
$4,486
          Chief Counsel                                           
Claim 6-1

Regarding the Subject Property, the total time on market was 79
days until they received the instant offer.  While the Debtors held
multiple open houses, the Buyer learned first saw the property via
a private showing.  The instant offer was received the same day as
the price reduction to $759,000.  Based on the foregoing, it is the
Broker's professional opinion that a proposed sales price of
$759,000 is fair market value.

The Buyer is purchasing the Subject Property "as-is" with no
condition or warranties except that the Debtors do not have any
actual knowledge of any liens, security interests, or claims
against them other than the liens identified in the preliminary
title report.  

The Buyer has paid a deposit figure which is already held in escrow
in the amount of $22,700.  The anticipated closing date is by the
end of July 2017 but with a potential close in late June 2017, as
soon as the time to appeal an order approving sale free and clear
has run.

The Debtors move to sell free and clear due to a bona fide dispute.
Said dispute is presently the subject of a lienstrip motion.  Due
to the fact that SAXE's senior lien exceeds net sale proceeds from
the Subject Property, they haves filed a motion to lienstrip the
cross-collateralized lien of the Franchise Tax Board as 100%
unsecured to be allowed only as a general unsecured claim – as to
the Subject Property only.

The Debtors reasonably anticipate paying out of escrow the 5%
broker commissions to be divided 50/50 between the Buyer's Broker
and the Sellers' Broker, transfer taxes and certain reimbursements
for costs advanced by the broker to finalize the condo conversion,
as well as the payment any utility or local city taxes owed, to the
extent said payments were not paid pre-petition, in order to
deliver clear title to the Nominee.  Additionally, there may exist
certain statutorily "super-priority" local utility and city tax
liens, which liens, if not already paid, would need to be paid out
of escrow.  Ms. Cortez estimates the total costs of said liens at
$19,512 but maintains that said statutory liens were already paid
in full pre-petition.

The Debtors propose to apply the proceeds, after closing costs, to
pay down the senior lien held by SAXE at the approximate figure of
$715,855.  The Debtors propose to have all net proceeds remain in
the appropriate escrow or trust account, until the disputed lien
controversies resolve.  Accordingly, the Debtors ask authority to
pay all items identified in the Seller's Estimated Closing
Statement and any incidental ordinary costs necessary to close the
transaction.

Any and all parties are encouraged to overbid, pursuant to the
schedule outlined in the accompany Notice and Opportunity for
Overbid.  It reasonable to anticipate overbids given the low level
of comparable inventory in the South of Market space in San
Francisco.

The Debtors ask the Court to approve the sale of the Subject
Property free and clear of all claims, liens and interests to the
Buyer for the sum of $759,000, pursuant to the terms of the
Purchase Agreement, or, in the alternative, to such qualified
overbidder submitting a higher and better overbid pursuant to the
overbid procedures being noticed by the Debtors.

The Debtors ask the Court to waive the stay of the Order provided
by Bankruptcy Rule 6004(h).

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

          http://bankrupt.com/misc/Melinda_Cortez_94_Sales.pdf     
                      

Melinda Bilgera Cortez and Alex C. Cortez sought Chapter 11
protection (Bankr. N.D. Cal. Case No. 16-31253) on Nov. 20, 2016.
The Debtors tapped Matthew D. Metzger, Esq., at Belvedere Legal,
PC
as counsel.


MESA OIL: Has Interim OK to Use Cash Collateral; Hearing on May 18
------------------------------------------------------------------
The Hon. Elizabeth E. Brown of the U.S. Bankruptcy Court for the
District of Colorado has entered an interim order allowing Mesa
Oil, Inc., to use cash collateral.

A final hearing on the Debtor's request is set for 10:00 a.m. on
May 18, 2017.

Adequate protection of the secured creditors' interest in cash
collateral proposed to be used by the Debtor in accordance with the
budget is approved as follows:

     a. the Debtor will provide secured creditors, including the
        Colorado Department of Revenue, IRS and Vertex to the
        extent each secured creditor has properly perfected its
        interest, with a post-petition lien on all post-petition
        inventory and income derived from the operation of the
        business and assets, to the extent that the use of the
        cash results in a decrease in the value of secured
        creditor's interest in the collateral.  All replacement
        liens will hold the same relative priority to assets as
        did the prepetition liens;

     b. the Debtor will only use cash collateral in accordance
        with the Budget subject to a deviation on line item
        expenses not to exceed 15% without the prior agreement of
        the secured creditors or an order of the Court;

     c. the Debtor will keep all of the collateral fully insured
        and on or before May 10, 2017, will provide copies of such

        insurance policies to the United States Trustee and
        Secured Creditors.  The Debtor will also provide a copy of

        its insurance certificate on or before May 17, 2017;

     d. the Debtor will provide secured creditors with a complete
        accounting, on a monthly basis, of all revenue,
        expenditures, and collections through the filing of the
        Debtor's Monthly Operating Reports;

     e. the Debtor will maintain in good repair all of the
        collateral;

     f. the Debtor is required to immediately employ a payroll
        service and provide evidence of the same to the U.S.
        Trustee and secured creditors with its Initial Financial
        Report; and

     g. the Debtor will provide evidence of payment of employment
         taxes for the latest payroll with its Initial Financial
         Report.

As reported by the Troubled Company Reporter on May 11, 2017, the
Debtor sought permission from the Court to use cash collateral,
saying that in order to pay necessary operating expenses, the
Debtor must immediately use cash collateral in which the IRS and
Vertex may have an interest.  The Debtor will be replacing its
cash, and cash equivalents in the course of its daily operations.
Additionally, the Debtor believes that the value of the assets is
stable as long as the Debtor continues to operate.  Therefore, the
collateral base will remain stable.

                          About Mesa Oil

Headquartered in Commerce City, Colorado, Mesa Oil, Inc., doing
business as Mesa Environmental -- http://www.mesaoil.com/--  
collects and recycles used oil, and supplies burner fuel to the
asphalt paving industry.  It offers blended fuel oil, BTU value
fuel, and specification fuel oil for asphalt hot mix plants.  It
serves customers in Montana, Wyoming, Utah, Colorado, Arizona, New
Mexico, and Texas.  Mesa Oil was founded in 1981.  It is a fee
owner of a land and building located at 20 Lucero Road, Belen, New
Mexico 87002, valued at $1.02 million.  

Mesa Oil previously sought bankruptcy protection (Bankr. D. Colo.
Case No. 10-33755) on Sept. 18, 2010.

Mesa Oil filed for Chapter 11 bankruptcy protection (Bankr. D.
Colo. Case No. 17-14004) on May 2, 2017, listing $2.93 million in
total assets and $4.74 million in total liabilities.  Lawrence
Meers, president, signed the petition.

Judge Elizabeth E. Brown presides over the case.

Jeffrey S. Brinen, Esq., at Kutner Brinen, P.C., serves as the
Debtor's counsel.


METROPARK USA: Oak Point Buying Interchange Claim for $10K
----------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York will convene a hearing on June 2, 2017, at
10:00 a.m., to consider Metropark USA, Inc.'s sale of its claims or
rights to payment in connection with facts and rights ("Interchange
Claim") at issue in the class action case pending as In re: Payment
Card Interchange Fee and Merchant Discount Antitrust Litigation,
MDL No. 1720 (E.D.N.Y.) ("Interchange Litigation") to Oak Point
Partners, Inc. for $10,000, subject to overbid.

The objection deadline is May 26, 2017 at 4:00 p.m. (ET).

The Debtor is in the process of winding down its estate.  The
proceeds from the Interchange Claim are payable to the Debtor's
Second Secured Lien Lenders.  The Debtor and its Second Secured
Lien Lenders entered into a Stipulation Regarding Global Resolution
of Open Issues Between Debtor, Second Lien Lenders and Committee
approved by the Court by Order entered on Jan. 18, 2013.  Pursuant
to the Stipulation, all funds collected by the estate with the
exception of proceeds from Chapter 5 Claims or postpetition loans
are proceeds of the Second Secured Lien Lenders' collateral and are
deemed held in trust for the Second Secured Lien Lenders for
payment to the Second Secured Lien Lenders.  Accordingly, all
proceeds from the sale of the Interchange Claim are payable to the
Second Secured Lien Holders.

The Debtor received inquiries from Cascade Settlement Services and
Fair Harbor Capital several years ago to purchase the Interchange
Claim, including an offer to purchase the Interchange Claim for
$60,000 from Cascade ("Cascade Offer").  The Second Secured Lien
Lenders, who are the sole beneficiaries of any proceeds from the
sale of the Interchange Claim, did not accept the Cascade Offer.  

Subsequently, the Second Circuit Court of Appeals reversed approval
of the settlement and de-certified the classes in the Interchange
Litigation, leaving uncertainty as to the value or timing of any
future claims settlement.

The Debtor recently sent inquiries to Cascade and Fair Harbor to
determine if they still had an interest in purchasing the
Interchange Claim and received no response.  Nevertheless, the
Debtor is serving a copy of the Motion on Cascade and Fair Harbor
in the event they want to make a higher and better offer for the
purchase of the Interchange Claim.

The Debtor proposes to sell its rights in the Interchange Claim to
Oak Point in exchange for a payment of $10,000 to the Debtor's
estate, pursuant to the Interchange Agreement, subject to higher
and better offers.

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

          http://bankrupt.com/misc/Metropark_USA_702_Sales.pdf

The Debtor ask that the Court orders that Debtor's counsel will
file a Certification of such costs and fees on notice to the Second
Secured Lien Lenders within 14 days of entry of an Order approving
the sale and, if no objection is filed, such costs and fees will be
allowed and paid from the proceeds of the sale without further
Order of the Court.

The Debtor submits that the sale of the Interchange Claim is a
prudent exercise of its business judgment under the circumstances
and

is in the best interest of the Debtor's estate and its creditors.
Given the uncertain status of Interchange Litigation, the purchase
price proposed for the Interchange Claim represents a fair and
reasonable sale price for such assets and is the highest and best
offer for the sale of the Interchange Claim.  While the Debtor
previously received a higher offer from Cascade, the Cascade Offer
was received before the Second Circuit rejected the settlement in
the Interchange Litigation leaving uncertainty about the amount and
timing of any payment on the Interchange Claim which significantly
reduced the value of the Interchange Claim.  The Debtor has
endeavored to find other bidders for the Interchange Claim without
success.  The Debtor is aware of no other bidder.  Accordingly, the
Debtor asks the Court to approve the relief sought.

The Debtor asks the Court to waive the 14-day stay required by
Bankruptcy Rule 6004(h).

The Purchaser can be reached at:

          OAK POINT PARTNERS, INC.
          151 West 46th Street, 4th Fl.
          New York, NY 10036

                 - or -

          OAK POINT PARTNERS, INC.
          Eric Linn, President
          P.O. Box 1033
          Northbrook, IL 60065-1033 (for regular mail and mail
forwarding)
          5215 Old Orchard Rd, Ste 965
          Skokie, IL 60077
          Telephone: (847) 577-1269
          Facsimile: (847) 655-2746 (for overnight delivery)

                     About Metropark USA

Metropark USA, Inc. -- http://www.metroparkusa.com/-- is a Los  
Angeles retail chain with 70 stores in 21 states.  Metropark was
founded in 2004 to capitalize on the large Gen Y segment (the
25-35 year old customer) in demand for fashion-forward apparel
and accessories.  Its headquarters, distribution centers, and
e-commerce site located in Los Angeles, California.

Metropark filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-22866) on April 26, 2011.

The Debtor disclosed total assets of $28,933,805 and total debt
of $28,697, 006 as of April 2 , 2011.

CRG Partners Group, LLC, is the Debtor's financial advisor.  The
Debtor also tapped Great American Group Real Estate, LLC doing
business as GA Keen Realty Advisors as special real estate
advisor.  Ronald A. Clifford, Esq., at Blakeley & Blakeley, LLP,
in Irvine, Calif., represents the Official Committee of Unsecured
Creditors.


MICHAELS USED CARS: Hires Caldwell & Riffee as Counsel
------------------------------------------------------
Michael's Used Cars, Inc., seeks authorization from the U.S.
Bankruptcy Court for the Southern District of West Virginia to
employ Caldwell & Riffee as counsel.

The Debtor requires Caldwell & Riffee to:

     a. render legal advice to the Debtor with respect to its
powers and duties as a debtor in possession and the management of
its properties and operation of its business.

     b. prepare the Debtor's bankruptcy schedules and statement of
financial affairs.

     c. prepare on behalf of the Debtor all necessary motions and
other pleadings.

     d. represent the Debtor in contested matters, including
adequate protection motions.

     e. represent the Debtor in connection with restructuring long
term obligations.

The Debtor will compensate Caldwell & Riffee at $300 per hour.

Caldwell & Riffee will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Joseph W. Cadwell, Esq., Jr., member of the law firm of Caldwell &
Riffee, 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.

Caldwell & Riffee may be reached at:

     Joseph W. Caldwell, Esq.
     Caldwell & Riffee
     3818 MacCorkle Avenue, SE
     P. O. Box 4427
     Charleston, WV 25364
     Tel: (304) 925-2100
     Fax: (304) 925-2193
     Email: jcaldwell@caldwellandriffee.com

Michael's Used Cars, Inc. filed a chapter 11 bankruptcy petition
(Bankr. S.D. W.Va. Case No. 17-50134) on May 2, 2017.


MID-STATE PLUMBING: Disclosures Okayed; Plan Hearing on June 21
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana has
approved Mid-State Plumbing, Inc.'s disclosure statement dated
April 30, 2017, referring to the Debtor's Chapter 11 plan.

A hearing to consider the confirmation of the Plan is set for June
21, 2017.

Objections to the confirmation of the Plan must be filed by June
14, 2017.

Acceptances or rejections of the Plan must be filed by June 14,
2017.

As reported by the Troubled Company Reporter on May 8, 2017, the
Debtor filed with the Court an amended disclosure statement dated
April 30, 2017, referring to the Debtor's second amended plan of
reorganization dated March 20, 2017.

Under the Plan, the Class 1 Secured claim of Ford Motor Credit --
totaling $5,718.17 -- is impaired.  The holder will be paid with
interest at the rate of 5.25% in monthly installments of $500 each
starting month 1 after the effective date and continuing until the
claim has been paid in full.  Creditor is oversecured and will be
entitled to recover all fees and costs (including attorney's fees
and costs) incurred in the Chapter 11 proceedings.  The Debtor will
continue to pay creditor in the amount of $500 per month until all
fees and costs (including attorney's fees and costs) incurred in
the Chapter 11 Proceedings have been paid in full.

                     About Mid-State Plumbing

Mid-State Plumbing, Inc., is a non-public corporation.  Since 1978,
the Debtor has been in the business of plumbing repair and
contractor.  The Debtor provides plumbing contracting and repair to
residential and commercial properties throughout the Central
Louisiana Area.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. W.D.
La. Case No. 16-80392) on April 5, 2016.  The Debtor is represented
by L. Laramie Henry, Esq.


MINI MASTER: Disclosure Statement Hearing Set for June 7
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico is set to
hold a hearing on June 7, at 9:00 a.m., to consider approval of the
disclosure statement, which explains the Chapter 11 plan of
reorganization for Mini Master Concrete Services Inc.

Objections to the disclosure statement must be filed not less than
14 days prior to the hearing.

              About Mini Master Concrete Services

Mini Master Concrete Services, Inc. filed a Chapter 11 bankruptcy
petition (Bankr. D.P.R. Case No. 16-09956) on December 22, 2016.

The Debtor disclosed total assets of $15.78 million and total
liabilities of $5.46 million. The petition was signed by Carmen M.
Betancourt, president.

Judge Mildred Caban Flores over the case.  Charles A. Cuprill,
PCS Law Offices represents the Debtor as counsel.

On April 28, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.  The plan
proposes to pay Class 4 general unsecured creditors approximately
1.75% of their claims from a $50,000 carve out to be reserved from
the proceeds generated from the sale of the Debtor's assets.


MOLYCORP MINERALS: Court Refuses to Cut Response Time for Oaktree
-----------------------------------------------------------------
Vice Chancellor Tamika Montgomery-Reeves denied an Oaktree Capital
Management LLC affiliate's motion to shorten response times before
a hearing on a preliminary injunction that would bar Secure Natural
Resources LLC from selling mineral rights it bought from Molycorp
Minerals' open pit operations last year, Jeff Montgomery of
Bankruptcy Law360 reports. Oaktree has a minority interest in
Secure Natural through a limited liability company, the report
notes.

Secure Natural also filed its own objection to the mine sale in
bankruptcy court, saying it wanted assurances that that the mine's
sale plan makes explicit its rights of access to minerals that it
purchased away from the larger mine tract, Law360 adds.

             About Molycorp Inc. and Molycorp Minerals

Molycorp Inc. -- http://www.molycorp.com/-- is a global rare     
earths and rare metals producer.  Molycorp owns several prominent
are earth processing facilities around the world.  It has a
workforce of 2,530 employees at locations on three continents.
Molycorp's Mountain Pass Rare Earth Facility in San Bernadino
County, California, is home to one of the world's largest and
richest deposits of rare earths.

Molycorp has corporate offices in the United States, Canada and
China.  CEO Geoffrey R. Bedford, and other senior management
members are located in Molycorp's corporate offices in Toronto,
Canada.  Other senior management members are located at its U.S.
corporate headquarters in Greenwood Village, Colorado.

Molycorp and its North American subsidiaries, together with
certain of its non-operating subsidiaries outside of North
America, filed Chapter 11 voluntary petitions in Delaware (Bankr.
D. Del. Lead Case No. 15-11357) on June 25, 2015, after reaching
agreement with a group of lenders on a financial restructuring.
The Chapter 11 cases of Molycorp and 20 affiliated debts are
pending before Judge Christopher S. Sontchi.

The agreement provides for a financial restructuring of the
Company's $1.7 billion in debt and provides up to $225 million in
gross proceeds in new financing to support operations while the
Company completes negotiations with creditors.

The Company's operations outside of North America, with the
exception of non-operating companies in Luxembourg and Barbados,
are excluded from the filings.  Molycorp Rare Metals (Oklahoma),
LLC, with operations in Quapaw, Oklahoma, also is excluded from
the filings as it is not 100% owned by the Company.

Molycorp retained investment banking firm Miller Buckfire & Co.
and financial advisory firm AlixPartners, LLP.  Jones Day and
Young, Conaway, Stargatt & Taylor LLP served as legal counsel to
the Company in this process.  Prime Clerk serves as claims and
noticing agent.

Secured creditor Oaktree Capital Management L.P., consented to the
use of cash collateral and to extend postpetition financing.

On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case of
Molycorp Inc. appointed eight creditors of the company to serve on
the official committee of unsecured creditors.  The Creditors
Committee tapped Ashby & Geddes, P.A., and Paul Hastings LLP as
attorneys.  On Nov. 9, the U.S. Trustee disbanded the committee
following the resignation of committee members Wilmington Savings
Fund Society FSB, MP Environmental Services Inc., Computershare
Trust Company of Canada, Veolia Water North America Operating
Services LLC, Delaware Trust Company, Wazee Street Capital
Management, Plymouth Lane Partners (Master) LP, and United
Steelworkers.

                          *     *     *

Molycorp, Inc.'s Fourth Joint Amended Plan of Reorganization has
been confirmed by the U.S. Bankruptcy Court for the District of
Delaware.  The Plan contemplates two possible outcomes: (1) the
sale of substantially all of the Debtors' assets if certain
conditions set forth in the Plan are satisfied and (2) (a) the
sale of the assets associated with the Debtors' Mountain Pass
mining facility in San Bernardino County, California; and (b) the
stand-alone reorganization around the Debtors' other three
business units.

Judge Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware on April 8, 2016, issued a findings of fact,
conclusions of law, and order confirming the Fourth Amended Joint
Plan of Reorganization of Molycorp, Inc., and its debtor
affiliates.

On April 13, 2016, Judge Sontchi directed the appointment of a
Chapter 11 trustee to oversee the operations of Industrial
Minerals LLC, Molycorp Advance Water Technologies LLC, Molycorp
Minerals LLC, PP IV Mountain Pass II Inc., PP IV Mountain Pass
Inc., and RCF Speedwagon Inc.  Each of the bankruptcy cases of
the companies are no longer jointly administered with Molycorp's
case under Case No. 15-11357.

On May 2, 2016, the Court entered an order in the Molycorp
Minerals Debtors' cases approving the appointment of Paul E.
Harner as chapter 11 trustee for Molycorp Mineral Debtors'
bankruptcy estates.

On Aug. 31, 2016, Molycorp reported that its confirmed Fourth
Joint Amended Plan became effective as of that date.  Molycorp
emerged from Chapter 11 protection as a newly reorganized
business, now known as Neo Performance Materials.


MOLYCORP MINERALS: ERP to Acquire Mountain Pass Rare Earths Mine
----------------------------------------------------------------
ERP Strategic Minerals, LLC (ERP), a mining entity owned by Tom
Clarke, has entered into an agreement with Oaktree Capital
Management, L.P. ("Oaktree") for the equipment relating to the
Mountain Pass Mine Rare Earths mine ("Mountain Pass") owned by
Oaktree.  This was an open issue to allowing the Mountain Pass mine
sale to be completed more efficiently and ERP has addressed that
issue in connection with its stalking horse bid. ERP has informed
the Chapter 11 Trustee of this development.

ERP was selected as the stalking horse bidder by the Chapter 11
trustee, Paul E. Harner, for Molycorp Minerals, LLC and related
entities (the "Debtors") and entered into an asset purchase
agreement with the Trustee to purchase substantially all the assets
and the surface real property rights of the Debtors at Mountain
Pass.  The purchase agreement has been filed with the US Bankruptcy
Court in Delaware, together with a sale motion seeking the
Court’s approval of the sale under section 363 of the Bankruptcy
Code.

The Mountain Pass mine, located in San Bernardino County,
California, approximately 50 miles south of Las Vegas, Nevada, is
the only mine and processing facility for rare earths minerals in
the United States.  The mine has an operating history dating back
to the 1950s and was most recently placed on care and maintenance
after the Debtors filed for Chapter 11 bankruptcy protection in
2015.

To assist with restarting the Mountain Pass mining and processing
operations, ERP intends to assemble a consortium of highly
experienced mining experts and professionals to support the
restart.  ERP is collaborating with Pala investments Limited and
Peak Resources Limited, which have deep industry knowledge in the
rare earths sector and substantial specialist mining expertise,
regarding their involvement in the restart and operation of
Mountain Pass.

            About Molycorp Inc. and Molycorp Minerals

Molycorp Inc. -- http://www.molycorp.com/-- is a global rare
earths and rare metals producer.  Molycorp owns several prominent
are earth processing facilities around the world.  It has a
workforce of 2,530 employees at locations on three continents.
Molycorp's Mountain Pass Rare Earth Facility in San Bernadino
County, California, is home to one of the world's largest and
richest deposits of rare earths.

Molycorp has corporate offices in the United States, Canada and
China.  CEO Geoffrey R. Bedford, and other senior management
members are located in Molycorp's corporate offices in Toronto,
Canada.  Other senior management members are located at its U.S.
corporate headquarters in Greenwood Village, Colorado.

Molycorp and its North American subsidiaries, together with certain
of its non-operating subsidiaries outside of North America, filed
Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead
Case No. 15-11357) on June 25, 2015, after reaching agreement with
a group of lenders on a financial restructuring.  The Chapter 11
cases of Molycorp and 20 affiliated debts are pending before Judge
Christopher S. Sontchi.

The agreement provides for a financial restructuring of the
Company's $1.7 billion in debt and provides up to $225 million in
gross proceeds in new financing to support operations while the
Company completes negotiations with creditors.

The Company's operations outside of North America, with the
exception of non-operating companies in Luxembourg and Barbados,
are excluded from the filings.  Molycorp Rare Metals (Oklahoma),
LLC, with operations in Quapaw, Oklahoma, also is excluded from the
filings as it is not 100% owned by the Company.

Molycorp retained investment banking firm Miller Buckfire & Co. and
financial advisory firm AlixPartners, LLP.  Jones Day and Young,
Conaway, Stargatt & Taylor LLP served as legal counsel to the
Company in this process.  Prime Clerk serves as claims and noticing
agent.

Secured creditor Oaktree Capital Management L.P., consented to the
use of cash collateral and to extend postpetition financing.

On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case of
Molycorp Inc. appointed eight creditors of the company to serve on
the official committee of unsecured creditors.  The Creditors
Committee tapped Ashby & Geddes, P.A., and Paul Hastings LLP as
attorneys.  On Nov. 9, the U.S. Trustee disbanded the committee
following the resignation of committee members Wilmington Savings
Fund Society FSB, MP Environmental Services Inc., Computershare
Trust Company of Canada, Veolia Water North America Operating
Services LLC, Delaware Trust Company, Wazee Street Capital
Management, Plymouth Lane Partners (Master) LP, and United
Steelworkers.

                       *     *     *

Molycorp, Inc.'s Fourth Joint Amended Plan of Reorganization has
been confirmed by the U.S. Bankruptcy Court for the District of
Delaware.  The Plan contemplates two possible outcomes: (1) the
sale of substantially all of the Debtors' assets if certain
conditions set forth in the Plan are satisfied and (2) (a) the sale
of the assets associated with the Debtors' Mountain Pass mining
facility in San Bernardino County, California; and (b) the
stand-alone reorganization around the Debtors' other three
business units.

Judge Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware on April 8, 2016, issued a findings of fact,
conclusions of law, and order confirming the Fourth Amended Joint
Plan of Reorganization of Molycorp, Inc., and its debtor
affiliates.

On April 13, 2016, Judge Sontchi directed the appointment of a
Chapter 11 trustee to oversee the operations of Industrial Minerals
LLC, Molycorp Advance Water Technologies LLC, Molycorp Minerals
LLC, PP IV Mountain Pass II Inc., PP IV Mountain Pass Inc., and RCF
Speedwagon Inc.  Each of the bankruptcy cases of the companies are
no longer jointly administered with Molycorp's case under Case No.
15-11357.

On May 2, 2016, the Court entered an order in the Molycorp Minerals
Debtors' cases approving the appointment of Paul E. Harner as
chapter 11 trustee for Molycorp Mineral Debtors' bankruptcy
estates.

On Aug. 31, 2016, Molycorp reported that its confirmed Fourth Joint
Amended Plan became effective as of that date.  Molycorp emerged
from Chapter 11 protection as a newly reorganized business, now
known as Neo Performance Materials.


MOSES INC: Unsecured Creditors to Get $1.1-Mil. Under Plan
----------------------------------------------------------
Moses, Inc., filed with the U.S. Bankruptcy Court for the District
of Arizona a first amended disclosure statement to accompany the
Chapter 11 plan of reorganization dated Feb. 11, 2017.

Holders of Class 6 General Unsecured Claims -- totaling $3,908,448
-- will be paid $1,151,911.  This class is impaired.

All payments under the Plan which are due on the Effective Date
will be funded from the Equity Contribution of Louis Moses,
proceeds from the repayment of the Louis Moses Note and by any and
all remaining Cash retained by the Reorganized Debtor on the
Effective Date.  The source of funds to be paid by Louis Moses for
repayment of the Louis Moses Note and payment of the Equity
Contribution on the Effective Date is from life insurance policies
held by Louis Moses.

The funds necessary to ensure continuing performance under the Plan
after the Effective Date will be funded from the Equity
Contribution and derived from the Reorganized Debtor's continuing
operating revenue.  The Debtor's projections of post-petition
operating revenue are set forth in the four-year pro forma attached
to the Disclosure Statement.

The First Amended Disclosure Statement is available at:

         http://bankrupt.com/misc/azb16-09889-138.pdf

As reported by the Troubled Company Reporter on March 17, 2017, the
Debtor previously filed a disclosure statement explaining its plan
of reorganization.

Each holder of an Allowed General Unsecured Claim (Class 6) would
receive, starting on the 25th day of the month following the first
full calendar quarter following the Effective Date, and on the 25th
day of the month following each successive calendar quarter
thereafter for a total period of 16 calendar quarters, net
Distributable Cash generated from the Debtor's operations.

                       About Moses, Inc.

Moses, Inc., based in Phoenix, Arizona, filed a Chapter 11 petition
(Bankr. D. Ariz. Case No. 16-09889) on Aug. 26, 2016.  The petition
was signed by Tom Guilfoy, chief restructuring officer.  The Debtor
is represented by Christopher C. Simpson, Esq., at Stinson Leonard
Street LLP.  The case is assigned to Judge Brenda Moody Whinery.
The Debtor disclosed $1.22 million in total assets and $5.73
million in total liabilities.


NATIONAL AIR CARGO: Founder Offers to Pay About $12M in Debt
------------------------------------------------------------
Katy Stech, writing for The Wall Street Journal Pro Bankruptcy,
reported that Christopher Alf, and his wife, Lori, the founder of
National Air Cargo Inc. has proposed to pay off the struggling
military-transport contractor's debt with roughly $12 million,
enabling it to leave bankruptcy after 2-1/2 years.

According to the report, in court papers, the founders' offer would
also pay off the roughly $10 million legal judgment won by aircraft
provider Global BTG LLC in an aircraft-leasing dispute.  Global BTG
officials sued National Air Cargo in February 2011, saying the
company unfairly walked away from a deal to use eight 747 cargo
planes that was being arranged by Global BTG, the report related.

National Air Cargo lawyers told a federal judge that the
contribution from the founders would "ensure that the [company] and
its employee's [sic] jobs are preserved," the report further
related.

In April, Global BTG called for Judge Kaplan to oust Mr. Alf,
saying that the company has been "hemorrhaging cash" since the case
was filed in October 2014, the report said.

                   About National Air Cargo

National Air Cargo, Inc. -- http://www.nationalaircargo.com/-- is

incorporated in the state of New York and operates out of Orchard
Park New York. The parent company is incorporated in the state of
Florida. National Air Cargo, Inc. provides transportation and
logistics solutions to get cargo quickly and safely to wherever it
needs to be.

The company filed for Chapter 11 bankruptcy protection (Bankr.
W.D.N.Y. Case No. 14-12414) on Oct. 17, 2014.  The petition was
signed by Brian T. Conaway, secretary, and VIP of Finance.

The Hon. Michael J. Kaplan presides over the case.  John A.
Mueller, Esq., and Raymond L. Fink, Esq., at Harter Secrest &
Emery
LLP, serve as the company's bankruptcy counsel.  The company
estimated its assets and liabilities at $1 million to $10 million.


NEWARK WATERSHED: Demands Add'l. Docs From Trenk DiPasquale
-----------------------------------------------------------
Bill Wichert of Bankruptcy Law360 reports that Newark Watershed
Conservation and Development Corp called on Trenk DiPasquale Della
Fera & Sodono PC to immediately turn over additional documents
after delays in meeting discovery demands related to a lawsuit
alleging the firm and others enabled unlawful and wasteful conduct
at the New Jersey water agency.

                   About Newark Watershed

Newark, New Jersey-based Newark Watershed Conservation and
Development Corporation sought Chapter 11 protection (Bankr. D.N.J.
Case No. 15-10019) on Jan. 2, 2015.  The petition was signed by
Joseph M. Hartnett, interim executive director.

The Hon. Donald H. Steckroth initially presided over the case.
Following his retirement from the bench, the case was assigned to
Judge Vincent F. Papalia.

Donald W. Clarke, Esq., and Daniel Stolz, Esq., at Wasserman,
Jurista & Stolz, P.C., represent the Debtor in its Chapter 11
case.

The Debtor disclosed total assets of $202,489 and total liabilities
of $2.07 million.


NINE WEST: S&P Lowers CCR to 'CCC-' on Likely Restructuring
-----------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on New York
City-based footwear and jeanswear company Nine West Holdings Inc.
to 'CCC-' from 'CCC'.  The outlook remains negative.

At the same time, S&P lowered its issue-level rating on the
company's secured $445 million first-lien term loan due 2019 to
'CCC+' from 'B-'; the recovery rating is unchanged at '1',
indicating S&P's expectation for very high (90%-100%, rounded
estimate 95%) recovery in the event of payment default.

Concurrently, S&P lowered its issue-level rating on the company's
$300 million senior unsecured term loan due 2020 to 'C' from 'CC',
recovery rating on this debt remains unchanged at '6', indicating
S&P's expectation for negligible recovery (0%-10%, rounded estimate
0%) in the event of default.

Finally, S&P lowered its issue-level rating on the company's
approximately $700 million of senior unsecured notes due 2019 and
thereafter to 'C' from 'CC'.  The recovery rating is unchanged at
'6', indicating S&P's expectation for negligible (0%-10%, rounded
estimate 0%) recovery in the event of a default.

As of Dec. 31, 2016, the company had approximately $1.5 billion of
funded debt outstanding.

"The downgrade on Nine West reflects our view of an increased
likelihood that the company will complete a debt restructuring
within the year, wherein investors will receive less value than the
original principal obligation," said S&P Global Ratings credit
analyst Suyun Qu.  S&P believes the company's hiring of Lazard
Frères & Co. LLC, an advisor, indicates its intent to restructure
its debt given its weak cash flow generation, very high debt
leverage, upcoming maturity of approximately $1 billon of debt in
2019, and the difficult retail environment for brick and mortar
stores, which are its major customers.

The negative outlook reflects S&P's view that there is an
increasing likelihood that the company will pursue a debt
restructuring within the next 6 to 12 months, given its most recent
announcement in obtaining Lazard to evaluate a long-term capital
structure solution for the company, in combination with the
company's suppressed debt trading prices, and its highly
unsustainable capital structure.

S&P could lower its ratings on the company if a distressed debt
exchange or restructuring were announced or if the company is
unable to meet its principal and/or interest payments.  S&P could
also lower the ratings if the company's performance significantly
deteriorates and it is unable to reduce its ABL revolver balance
following its peak working capital quarters, such that availability
under the revolver will be limited and liquidity issues arise,
making default inevitable.

S&P could revise the outlook to stable and possibly raise the
ratings if it believed a distressed exchange were unlikely over the
next 12 months, which most likely would be the result of an
unexpected turnaround in operations, utilizing proceeds from asset
sales to repay debt, or an unlikely cash equity infusion by its
owner.  An upgrade would also require S&P's expectation that the
company can address 2019 maturities absent a subpar exchange.


NORTHEAST ENERGY: PPL to Auction Personal Property
--------------------------------------------------
Northeast Energy Management, Inc., asks the U.S. Bankruptcy Court
for the Western District of Pennsylvania to authorize the public
auction of personal property to be conducted by PPL Group, LLC.

The Debtor is the owner of property located at 2018 S. 6th St.
Indiana, PA and 8789 Rte. 422, Indiana, PA, which it proposes to
sell at public auction.  

The lienholders whose liens are to be divested and shifted to the
funds created by the sale are:

   a. S & T Bank, is a Pennsylvania banking institution with
corporate offices and headquarters located at 800 Philadelphia
Street, Indiana, is a secured creditor in this proceeding by virtue
of a security interest in the Debtor's equipment and assets.

   b. The Dime Bank, is a State chartered banking institution
conducting business in the Commonwealth of Pennsylvania, having an
office located at 820-822 Church Street, Honesdale, Pennsylvania,
is a secured creditor in the proceeding by way of a security
interest in certain equipment of the Debtor.

   c. Ford Motor Credit Co., LLC, P.O. Box 62180, Colorado Springs,
Colorado, is a secured creditor in this proceeding by virtue of a
security interest in certain vehicles of the Debtor.

   d. Commonwealth of Pennsylvania Department of Revenue,
Bankruptcy Division, P. O. Box 280946, Harrisburg, Pennsylvania, is
a Pennsylvania taxing authority.

The Debtor has entered into an Guarantee Auction Agreement with PPL
which is in the process of being approved by the Court.

The salient terms of the Agreement are:

   a. Auctioneers will pay a guaranteed amount of $3,350,000, which
is payable $335,000 upon Court approval of the Agreement and the
balance is to be paid one day prior to the scheduled sale;

   b. The sale proceeds will be distributed as follows: (i) the
first $3,350,000 to Auctioneers to reimburse the guarantee price;
(ii) the next $285,000 to Auctioneers to cover expenses and risk;
(iii) all sales proceeds over $3,635,000 will be split 80% to
Debtor and 20% to Auctioneers; (iv) Auctioneers will retain a 15%
Buyer's premium and if an online Buyer, there will be an 18%
Buyer's premium, 15% to Auctioneers and 3% to Bidspotter for
providing the online service; (v) sale will take place within 60
days of Court approval which can be extended up to 120 days upon
additional amount paid by Auctioneer; (vi) Auctioneers can make
pre-auction sales with all proceeds paid over to the Debtor's
counsel; and

   c. All sales are made "as is, where is."

A copy of the list of assets to be sold and the Agreement attached
to the Motion is available for free at:

    http://bankrupt.com/misc/Northeast_Energy_118_Sales.pdf

The exact date of the sale has not yet been determined but will
occur sometime between July 1, 2017 and Aug. 31, 2017.

The Debtor asks the Court to authorize the public sale auction of
personal property free and divested of liens and encumbrances
pursuant to the terms and provisions of the Agreement.

The Auctioneers can be reached at:

          PPL GROUP, LLC
          105 Revere Drive, Suite C
          Northbrook, IL 60062
          Telephone: (224) 927-5300
          Facsimile: (224) 927-5311
          Attn: David Muslin, President
          E-mail: sales.pplgroupllc.com
                  dmuslin@pplgroupllc.com

                 - and -

          GORDON BROTHERS COMMERCIAL
          & INDUSTRIAL, LLC
          800 Boylston St., 27th Fl.
          Boston, MA 02199
          Attn: Robert Maroney, President
          E-mail: RMaroney@GordonBrothers.com

              About Northeast Energy Management

Northeast Energy Management, Inc., based in Indiana, PA, filed a
Chapter 11 petition (Bankr. W.D. Pa. Case No. 17-70032) on Jan. 16,
2017.  The Hon. Jeffery A. Deller presides over the case.  The
petition was signed by Paul G. Ruddy, secretary.  The Debtor
estimated $1 million to $10 million in assets and liabilities.
Michael J. Henny, Esq., at the Law Office of Michael J. Henny,
serves as bankruptcy counsel to the Debtor.


NOTIS GLOBAL: Marcum Responds to Dismissal
------------------------------------------
Marcum llp sent a letter to the U.S. Securities and Exchange
Commission, saying, "We have read Item 4.01 of the Current Report
on Form 8-K of Notis Global, Inc. dated April 27, 2017, and agree
with the statements concerning our Firm contained in Item 4.01."

Notis previously disclosed in a SEC filing that on April 21, 2017,
it dismissed Marcum, LLP, as the Company's principal accountant
effective on that date.  The report of Marcum on the Company's
consolidated financial statements for the fiscal years ended Dec.
31, 2014, and 2015 did not contain an adverse opinion or a
disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope, or accounting principles, except that
Marcum's report for the years ended Dec. 31, 2014, and 2015
included an explanatory paragraph raising substantial doubt about
the Company's ability to continue as a going concern.

As disclosed in Item 9A of the Company's Annual Report on Form 10-K
for the year ended Dec. 31, 2015, the Company's management and
Board identified certain matters that constituted material
weaknesses in the Company's internal control over financial
reporting and such weakness was advised by Marcum.

During the fiscal years ended Dec. 31, 2014 and 2015, and the
subsequent period through April 21, 2017, the date of dismissal,
there were no disagreements with Marcum on any matter of accounting
principles or practices, financial statement disclosures, or
auditing scope or procedures, which disagreement(s), if not
resolved to the satisfaction of Marcum, would have caused it to
make reference to the subject matter of the disagreement(s) in
connection with its report, nor were there any reportable events as
defined in Item 304(a)(1)(iv) of Regulation S-K.

The Company engaged Sadler, Gibb & Associates, LLC, as its new
principal accountant effective as of April 21, 2017.  During the
fiscal years ended Dec. 31, 2014, and 2015, and the subsequent
interim period through April 21, 2017, neither the Company nor
anyone on the Company's behalf engaged Sadler, Gibb regarding
either the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's financial
statements, or any matter that was either the subject of a
"disagreement" or a "reportable event," both as such terms are
defined in Item 304 of Regulation S-K.

The decision to dismiss Marcum and to engage Sadler Gibb was
recommended and approved both by the Company's Audit Committee of
the Board of Directors and by the Board of Directors.

The Registrant has made the contents of this Form 8-K available to
Marcum and requested it to furnish a letter to the Securities and
Exchange Commission as to whether Marcum agrees or disagrees with,
or wishes to clarify the Registrant’s expression of its views.

                     About Notis Global

Headquartered in Los Angeles, Notis Global, Inc., provides
specialized services to the hemp and marijuana industry.  The
Company enters into joint ventures and operating and management
agreements with its partners and conducts consulting services for
its clients.  The Company also acts as a distributor of hemp
products processed by its contract partners.  Furthermore, the
Company owns and manages real estate used by its contract partners
for cultivation centers and dispensaries.

As of June 30, 2016, Notis Global had $7.14 million in total
assets, $24.54 million in total liabilities and a total
stockholders' deficit of $17.39 million.

Notis Global reported a net loss of $50.44 million in 2015
following a net loss of $16.54 million in 2014.

Marcum LLP, in Los Angeles, CA, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has a significant
working capital deficit and an accumulated deficit as of Dec. 31,
2015, and has incurred a significant net loss and negative cash
flows from operations for the years ended Dec. 31, 2015, and 2014.
The foregoing matters raise substantial doubt about the Company's
ability to continue as a going concern.


OLYMPIA OFFICE: Hires Demasco Sena & Jahelka as Accountants
-----------------------------------------------------------
Olympia Office, LLC et al., seek permission from the U.S.
Bankruptcy Court for the Eastern District of New York to employ
Demasco, Sena & Jahelka LLP as accountants to the Debtors and
Debtors-in-Possession.

The Debtors require Demasco Sena to:

     a. assist the Debtors in analyzing and objecting to claims
including, but not limited to, the Noteholder's claim;

     b. assist the Debtors in the preparation of short and
long-term projections (balance sheet, profit and loss, and cash
flows);

     c. assist the Debtors in the preparation of financial
statements, including tax returns, forms and audit reports;

     d. assist the Debtors, as necessary, with any disclosure
statement and plan of reorganization;

     e. assist the Debtors with market research valuation services
as requested;

     f. perform an investigation and analysis of potential recovery
of claims;

     g. provide litigation support to the Debtors in connection
with litigation that might be commenced to avoid and recover assets
of the estates or pursue claims;

     h. prepare monthly operating reports and financial-related
disclosures on behalf of the Debtors;

     i. prepare Federal, State, and Local tax returns and requisite
disclosures on behalf of the Debtors;

     j. assist the Debtors in daily administrative and operational
duties; and

     k. render such other general business consulting or other such
assistance as the Debtors or their counsel may deem necessary.

Demasco Sena will be paid at these hourly rates:

     Partner                            $340
     Senior Tax Accountant              $305
     Staff Accountant                   $165
     Manager                            $310
     Senior Accountant                  $225
     Support Staff                      $150
     IT Manager                         $235
     Accountant                         $190

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

Bob Jahelka, CPA, managing partner of Demasco, Sena & Jahelka 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.

Demasco Sena may be reached at:

     Bob Jahelka, CPA
     Demasco, Sena & Jahelka LLP
     5788 Merrick Road
     Massapequa, NY 11758
     Tel: (516) 541-6549
     Fax: (516) 541-6563

                        About Olympia Office

Olympia Office LLC, based in Cedarhurst, NY, filed a Chapter 11
petition (Bankr. E.D.N.Y. Case No. 16-74892) on Oct. 20, 2016.  The
petition was signed by Sung II Han, vice president.  The Hon. Alan
S Trust presides over the case.  In its petition, the Debtor
estimated $10 million to $50 million in both assets and
liabilities.

The affiliates of Olympia Office LLC:  WA Portfolio LLC; Mariners
Portfolio LLC; and Seahawk Portfolio LLC filed separate Chapter 11
bankruptcy petitions (Bankr. E.D.N.Y. Case Nos. 16-75515, 16-75516
and 16-75517, respectively) on Nov. 28, 2016.  At the time of
filing, each of the debtor-affiliates had $10 million to $50
million in estimated assets and $50 million to $100 million in
estimated liabilities.

The Debtors are represented by Jordan Pilevsky, Esq., at Lamonica
Herbst & Maniscalco LLP.  The Debtors employ Mike Livingston and
Kiemle & Hagood Company as real estate broker.

An official committee of unsecured creditors has not been appointed
in the Chapter 11 case.


PACHECO BROTHERS: May Continue Using Cash Collateral
----------------------------------------------------
The Hon. William J. Lafferty, III, of the U.S. Bankruptcy Court for
the Northern District of California has authorized Pacheco Brothers
Gardening, Inc.'s continued use of cash collateral.

As reported by the Troubled Company Reporter on April 21, 2017, the
Debtor sought permission from the Court to use the cash collateral
through June 2017.  In addition, the Debtor asked that it be
allowed to continue to make payments to Direct Capital in the
amount of $4,500 pursuant to the terms and conditions set forth in
the Stipulation for Final Use of Cash Collateral and the Order
Approving the Stipulation for Final Use of Cash.  The Debtor
intends to use any and all cash collateral of disputed secured
creditor TDDC Ventures LLC and undisputed secured creditor Direct
Capital to the extent that they have lien rights in the Debtor's
accounts receivables.

                About Pacheco Brothers Gardening

Pacheco Brothers Gardening Inc. provides commercial landscape
maintenance, landscape installation, turf renovation and irrigation
projects.  It has been in business for over 35 years. The majority
of the Company's business involves a wide variety of services
ranging from mowing and trimming to irrigation repairs and
troubleshooting.  It has a number of East Bay municipal and public
agency accounts as well as a mix of homeowner association,
commercial accounts and school district accounts.  

Pacheco Brothers Gardening filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Cal. Case No. 17-40403) due to financial
pressure brought on by several factors, including litigation cost
relating to Tom Del Conte and TDDC Ventures LLC v. Pacheco Brothers
Gardening, Inc., et al., Case No. HG15797608, currently pending in
Alameda County Superior Court, unpaid vendors and operational
difficulty due to its debt structure.

At the time of the petition filing, the Debtor disclosed $1.36
million in assets and $2.78 million in liabilities.  The petition
was signed by Lynn Pacheco, secretary.  The case is assigned to
Judge William J. Lafferty.


PARAGON OFFSHORE: Fee Examiner Taps Bielli & Klauder as Counsel
---------------------------------------------------------------
David M. Klauder, the Fee Examiner of Paragon Offshore PLC, et al.
seeks authorization from the U.S. Bankruptcy Court for the District
of Delaware to employ Bielli & Klauder, LLC as counsel to the Fee
Examiner, nunc pro tunc to April 20, 2017.

The Fee Examiner requires Bielli & Klauder to:

   (a) review the Fee Applications and related invoices for
       compliance with:

       i. Sections 328, 329, 330 and 331 of the Bankruptcy Code;

      ii. Rule 2016 of the Bankruptcy Rules;

     iii. Local Rule 2016-2 of the Local Rules;

      iv. The United States Trustee Guidelines for Reviewing
          Applications for Compensation & Reimbursement of
          Expenses filed under 11 U.S.C. section 330 (the "UST
          Guidelines"); and

       v. The Fee Examiner Order and together with the Local Rules

          and the UST Guidelines, the "Guidelines";

   (b) assist the Fee Examiner in any hearings or other
       proceedings before the Court to consider the Fee
       Applications including, without limitation, advocating
       positions asserted in the reports filed by the Fee Examiner

       and on behalf of the Fee Examiner;

   (c) assist the Fee Examiner with legal issues raised by
       inquiries to and from the Retained Professionals and any
       other professional services provider retained by the Fee
       Examiner;

   (d) where necessary, attend meetings between the Fee Examiner
       and the Retained Professionals;

   (e) assist the Fee Examiner with the preparation of preliminary

       and final reports regarding professional fees and expenses;

   (f) assist the Fee Examiner in developing protocols and making
       reports and recommendations; and

   (g) provide such other services as the Fee Examiner may
       request.

Bielli & Klauder will be paid at these hourly rates:

       Thomas D. Bielli, Member          $350
       Nella M. Bloom, of Counsel        $325
       Cory P. Stephenson, Associate     $205
       Amy M. Huber, Paralegal           $125

Bielli & Klauder will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Thomas D. Bielli, member of Bielli & Klauder, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estate.

The Court will hold a hearing on the application on May 25, 2017,
at 11:00 a.m.  Objections, if any, are due May 18 at 4:00 p.m.

Bielli & Klauder can be reached at:

       Cory P. Stephenson, Esq.
       BIELLI & KLAUDER, LLC
       1204 N. King Street
       Wilmington, DE 19801
       Tel: (302) 803-4600
       Fax: (302) 397-2557
       E-mail: cstephenson@bk-legal.com

                     About Paragon Offshore

Paragon Offshore plc (OTC: PGNPQ) --
http://www.paragonoffshore.com/-- is a global provider of offshore
drilling rigs.  Paragon is a public limited company registered in
England and Wales.

Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy petitions
(Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016,
after reaching a deal with lenders on a reorganization plan that
would eliminate $1.1 billion in debt.

The petitions were signed by Randall D. Stilley as authorized
representative.  Judge Christopher S. Sontchi is assigned to the
cases.

The Debtors reported total assets of $2.47 billion and total debt
of $2.96 billion as of Sept. 30, 2015.

The Debtors engaged Weil, Gotshal & Manges LLP as general counsel;
Richards, Layton & Finger, P.A. as local counsel; Lazard Freres &
Co. LLC as financial advisor; Alixpartners, LLP, as restructuring
advisor; PricewaterhouseCoopers LLP as auditor and tax advisor; and
Kurtzman Carson Consultants as claims and noticing agent.

No request has been made for the appointment of a trustee or an
examiner in the cases.

On Jan. 27, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  Paul, Weiss, Rifkind,
Wharton & Garrison LLP serves as main counsel to the Committee and
Young Conaway Stargatt & Taylor, LLP acts as co-counsel.  The
committee retained Ducera Partners LLC as financial advisor.

Counsel to JPMorgan Chase Bank, N.A. (a) as administrative agent
under the Senior Secured Revolving Credit Agreement, dated as of
June 17, 2014, and (b) as collateral agent under the Guaranty and
Collateral Agreement, dated as of July 18, 2014, are Sandeep Qusba,
Esq., and Kathrine A. McLendon, Esq., at Simpson Thacher & Bartlett
LLP.

Delaware counsel to JPMorgan Chase Bank, N.A. are Landis Rath &
Cobb LLP's Adam G. Landis, Esq.; Kerri K. Mumford, Esq.; and
Kimberly A. Brown, Esq.

Counsel to Cortland Capital Market Services L.L.C. as
administrative agent under the Senior Secured Term Loan Agreement,
dated as of July 18, 2014, are Arnold & Porter Kaye Scholer LLP's
Scott D. Talmadge, Esq.; Benjamin Mintz, Esq.; and Madlyn G.
Primoff, Esq.

Delaware counsel to Cortland Capital Market Services L.L.C. are
Potter Anderson & Corroon LLP's Jeremy W. Ryan, Esq.; Ryan M.
Murphy, Esq.; and D. Ryan Slaugh, Esq.

Counsel to Deutsche Bank Trust Company Americas as trustee under
the Senior Notes Indenture, dated as of July 18, 2014, for the
6.75% Senior Notes due 2022 and the 7.25% Senior Notes due 2024,
are Morgan, Lewis, & Bockius LLP's James O. Moore, Esq.; Glenn E.
Siegel, Esq.; and Joshua Dorchak, Esq.

                           *     *     *

Paragon Offshore plc, et al., filed with the U.S. Bankruptcy Court
for the District of Delaware a third joint Chapter 11 plan and
disclosure statement.  Each holder of an allowed Class 5 General
Unsecured Claim will be entitled to receive cash in the amount
equal to the lesser of (a) 26% of the amount of the holder's
allowed claim and (b) its pro rata share of $5,000,000, or a higher
amount as may be agreed between the Debtors and the requisite
lenders.  This class is impaired by the Plan.  Plan distributions
of cash will be funded from the Debtors' and the Reorganized
Debtors' cash collateral or unencumbered cash, as the case may be,
in accordance with the terms of the Plan.

A copy of the Third Joint Plan is available at:

        http://bankrupt.com/misc/deb16-10386-1234.pdf



PARAGON OFFSHORE: Unsecureds to be Paid 30% Under Latest Plan
-------------------------------------------------------------
Unsecured creditors will recover approximately 30% of their claims
under Paragon Offshore plc's latest plan to exit Chapter 11
protection.

The plan filed on May 2 with the U.S. Bankruptcy Court in Delaware
proposes to pay general unsecured creditors 30% of their Class 5
claims allowed by the court.  The amount of allowed claims is
estimated at $14 million.

An earlier version of the plan proposed to pay general unsecured
creditors between 23% and 28% of their claims, and estimated the
total amount of allowed claims at $2.46 billion.  It also
classified general unsecured claims in Class 4.

Under the latest plan, senior notes claims are classified in Class
4 and claimants will recover approximately 35%.  The estimated
amount of allowed Class 4 claims is $1.021 billion, according to
Paragon Offshore's latest disclosure statement, which explains its
fifth joint plan of reorganization.

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

                       About Paragon Offshore

Paragon Offshore plc (OTC: PGNPQ) --
http://www.paragonoffshore.com/-- is a global provider of offshore
drilling rigs.  Paragon is a public limited company registered in
England and Wales.

Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy petitions
(Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016,
after reaching a deal with lenders on a reorganization plan that
would eliminate $1.1 billion in debt.

The petitions were signed by Randall D. Stilley as authorized
representative. Judge Christopher S. Sontchi is assigned to the
cases.

The Debtors reported total assets of $2.47 billion and total debt
of $2.96 billion as of Sept. 30, 2015.

The Debtors engaged Weil, Gotshal & Manges LLP as general counsel;
Richards, Layton & Finger, P.A. as local counsel; Lazard Freres &
Co. LLC as financial advisor; Alixpartners, LLP, as restructuring
advisor; PricewaterhouseCoopers LLP as auditor and tax advisor; and
Kurtzman Carson Consultants as claims and noticing agent.

No request has been made for the appointment of a trustee or an
examiner in the cases.

On Jan. 27, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Paul, Weiss, Rifkind,
Wharton & Garrison LLP serves as main counsel to the Committee and
Young Conaway Stargatt & Taylor, LLP acts as co-counsel. The
committee retained Ducera Partners LLC as financial advisor.

Counsel to JPMorgan Chase Bank, N.A. (a) as administrative agent
under the Senior Secured Revolving Credit Agreement, dated as of
June 17, 2014, and (b) as collateral agent under the Guaranty and
Collateral Agreement, dated as of July 18, 2014, are Sandeep Qusba,
Esq., and Kathrine A. McLendon, Esq., at Simpson Thacher & Bartlett
LLP.

Delaware counsel to JPMorgan Chase Bank, N.A. are Landis Rath &
Cobb LLP's Adam G. Landis, Esq.; Kerri K. Mumford, Esq.; and
Kimberly A. Brown, Esq.

Counsel to Cortland Capital Market Services L.L.C. as
administrative agent under the Senior Secured Term Loan Agreement,
dated as of July 18, 2014, are Arnold & Porter Kaye Scholer LLP's
Scott D. Talmadge, Esq.; Benjamin Mintz, Esq.; and Madlyn G.
Primoff, Esq.

Delaware counsel to Cortland Capital Market Services L.L.C. are
Potter Anderson & Corroon LLP's Jeremy W. Ryan, Esq.; Ryan M.
Murphy, Esq.; and D. Ryan Slaugh, Esq.

Counsel to Deutsche Bank Trust Company Americas as trustee under
the Senior Notes Indenture, dated as of July 18, 2014, for the
6.75% Senior Notes due 2022 and the 7.25% Senior Notes due 2024,
are Morgan, Lewis, & Bockius LLP's James O. Moore, Esq.; Glenn E.
Siegel, Esq.; and Joshua Dorchak, Esq.


PARALLAX HEALTH: Acquires Behavioral Health IP From ProEventa
-------------------------------------------------------------
Pursuant to a written consent of Parallax Health Sciences, Inc.'s
board of directors, the Company and its wholly-owned subsidiary,
Parallax Behavioral Health, Inc., a Delaware corporation, entered
into an Intellectual Property Purchase Agreement with ProEventa,
Inc., a Virginia Corporation, to acquire 100% of certain
Intellectual Property in the area of behavioral health technologies
from ProEventa.  The technologies of the Intellectual Property
being acquired are the core products of ProEventa, and include
R.E.B.O.O.T. (Reliable Evidence Based Outcomes Optimization
Technologies) and COMPASS Mobile Application, whose platform
features evidence-based content, decision support and real-time
status updates for multiple stakeholders, all aimed at improving
physical and behavioral health and wellness.  The Purchase
Agreement was executed by the Company and BHS, and the transaction
closed on May 1, 2017.

Pursuant to the Purchase Agreement, in exchange for 100% of the
Intellectual Property, among other things, the Company will deliver
to ProEventa on or prior to the Closing Date:

   1. A Stock Purchase Agreement for ProEventa to purchase    
      2,500,000 shares of the Company's common stock, valued at
      $600,000, for cash in the amount of $2,500, or $.001 per
      share;

   2. A Revenue Sharing Agreement, providing for a cash earn-out
      to be paid to the ProEventa shareholders of up to
      $3,000,000, to be derived from the net revenue generated
      from the Company's business operations;

   3. A Royalty Agreement, providing for a royalty to be paid to
      ProEventa of 3% percent of the revenues generated from the
      Intellectual Property, up to $25,000,000 in revenues
      generated; and

   4. A Limited License granted to ProEventa for the use of
      certain of the Intellectual Property technology at Grafton
      Schools.

In conjunction with the Closing of the Purchase Agreement, the
Company entered into a Consulting Agreement with James Gaynor for a
term of three years.  As consideration for the services provided
under the Consulting Agreement, Gaynor was granted 1) the right to
purchase 500,000 shares of the Company's common stock, valued at
$120,000, for cash in the amount of $500, or $.001 per share, to be
issued contemporaneous with the Closing of the transaction; and 2)
options to purchase 1,000,000 shares of the Company's common stock
at a strike price of $0.25 per share.  The options vest annually
over a three year period, commencing Sept. 1, 2017.

In connection with the acquisition of the Intellectual Property,
and pursuant to the terms and conditions of the Purchase Agreement,
the Company issued 2,500,000 shares of its restricted common stock
at $0.001 per share, for cash in the amount of $2,500.

In connection with a Consulting Agreement, and pursuant to the
terms and conditions of the Purchase Agreement, the Company issued
500,000 shares of its restricted common stock at $0.001 per share,
for cash in the amount of $500.

The Shares are being issued in reliance upon an exemption from
registration afforded by Section 4(2) of the Securities Act for
transactions by an issuer not involving a public offering.

                       About ProEventa

ProEventa, a Virginia Corporation, is the wholly owned subsidiary
of Grafton Integrated Health Network, Inc., a non-profit Virginia
corporation.  ProEventa is a technology company focused on the
development and commercialization of evidenced-based outcomes
optimization technologies to support innovative data outcome
solutions to companies.

                   About Parallax Health

Parallax Health Sciences, Inc., has its principal line of business
in the bio-medical sector.  The Company, through its subsidiary,
Endeavor Sciences, Inc., is focused on the exploitation of a
diagnostic and monitoring platform and processes.  Its Target
System (the systems includes the VT-1000 Desktop Analyzer, the
Target Antigen Detection Cartridge and associated reagents)
technology applies immunochemical and optical methods to detect and
quantify analytes present in human specimens, including blood,
urine, and feces. Its product line includes a previously Food and
Drug Administration-cleared VT-1000 Desktop Analyzer and around a
dozen FDA 510(k) cleared diagnostic tests.

As of Sept. 30, 2015, Parallax Health had $31.40 million in total
assets, $33.53 million in total liabilities and a total
stockholders' deficit of $2.13 million.

"The Company has incurred losses since inception resulting in an
accumulated deficit of $3,704,186, and a working capital deficit of
$1,228,502, and further losses are anticipated.  The Company's
ability to continue as a going concern is dependent upon its
ability to generate profitable operations in the future and/or to
obtain the necessary financing to meet its obligations and repay
its liabilities arising from normal business operations when they
come due, which may not be available at commercially reasonable
terms.  There can be no assurance that the Company will be able to
continue to raise funds, in which case the Company may be unable to
meet its obligations and the Company may cease operations. These
factors, among others, raise substantial doubt about the Company's
ability to continue as a going concern," as disclosed in the
Company's quarterly report for the period ended Sept. 30, 2015.


PASS BUSINESS: Disclosures Okayed; Plan Hearing on June 15
----------------------------------------------------------
The Hon. Katharine M. Samson of the U.S. Bankruptcy Court for the
Southern District of Mississippi has approved the disclosure
statement Pass Business Terminal, LLC, filed on March 1, 2017,
referring to the Debtor's plan of reorganization.

A hearing on confirmation of the Plan will be held on June 15,
2017, at 1:30 p.m.

Objections to the plan confirmation must be filed by June 6, 2017.
Acceptance or rejection of the Plan must be filed by June 6.

                  About Pass Business Terminal

Pass Business Terminal, LLC, filed a Chapter 11 petition (Bankr.
S.D. Miss. Case No. 16-51767) on Oct. 11, 2016.  The petition was
signed by Roger L. Caplinger, owner.  At the time of filing, the
Debtor estimated assets of less than $1 million and liabilities of
less than $500,000.

The Debtor is represented by Matthew Louis Pepper, Esq., at Matthew
Perry, Attorney at Law.  The Debtor hired Strick Trio Investments,
LLC as its accountant and bookkeeper.


PAUL NGUYEN: Sale of Garden Grove Property for $1.4M Approved
-------------------------------------------------------------
Judge Scott C. Clarkson of the U.S. Bankruptcy Court for the
Central District of California authorized Paul Chieu Nguyen's sale
of his right, title and interest in industrial real property
located at 10632 A Trask Avenue, Garden Grove, California, (APN
930-62-460); and 10632 B Trask Avenue, Garden Grove, California,
(APN 930-62-461), to The Cohen Family Trust, or Assignee, for
$1,430,000.

The sale on an "as is, where is" basis, with no warranties,
recourse, contingencies or representations of any kind; and free
and clear of any and all liens, claims, encumbrances, and
interests.

The Debtor is authorized and directed to pay all applicable
Brokers' commissions, real property taxes, association fees,
Buyer's Expense Reimbursement, if applicable, and any other fees
and costs of the Sale chargeable to the estate from the sale
proceeds.

The Debtor is authorized and directed to pay the outstanding
property taxes of the Orange County Tax Collector ("OC Tax")
against the Property, via wire transfer directly from escrow from
the sale proceeds.

The Debtor is authorized and directed to pay any outstanding
amounts owing on the secured claim of American Plus Bank ("Bank"),
secured by a deed of trust and assignment of rents recorded on Jan.
24, 2012, bearing Instrument Nos. 2012-037202, 2012-037203,
2012-037206, and 2012-037207, securing debt in the principal amount
of $1,762,000, via wire transfer directly from escrow.

The Debtor is authorized and directed to pay via wire transfer
directly from escrow to SulmeyerKupetz, a Professional Corporation
("SK"), the amounts owing for SK's administrative claim, in
accordance with the Court's: (i) Confirmation Order; and (ii) Final
Fee Order, for all fees and costs approved pursuant to the Final
Fee Order.  Additionally, to the extent there are remaining sale
proceeds from the Property after payment in full of the foregoing
claims, Paul is authorized and directed to pay SK, via wire
transfer directly from escrow, all fees and costs incurred
post-Effective Date through and including close of escrow on the
Property.

Escrow is authorized and directed to distribute payment of all
remaining net proceeds, after payment of the foregoing liens,
claims, and interests, via wire transfer directly from escrow to
SK's client trust account, to assist Kirk Nguyen, the designated
disbursing agent under the Joint Plan, to distribute the net sale
proceeds to all remaining creditors in accordance with the Joint
Plan and Confirmation Order and thereafter to distribute any
surplus to Paul.

The 14-day stay prescribed by Rule 6004(h) of the Federal Rules of
Bankruptcy Procedure is waived.

Subject to payment in full of the secured claims of the OC Tax and
Bank, escrow is authorized and directed to distribute the balance
of the Sale proceeds in accordance with the Order.

                   About Paul Chieu Nguyen

Paul Chieu Nguyen sought Chapter 11 protection (Bankr. C.D. Cal.
Case No. 16-11619) on April 15, 2016.  The Debtor estimated assets
and liabilities of $1,000,001 to $10 million.  The Debtor tapped
David S Kupetz, Esq., at Sulmeyer Kupetz, as counsel.


PLZ AEROSCIENCE: S&P Affirms 'B' CCR; Outlook Stable
----------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on PLZ
Aeroscience Corp.  The outlook is stable.

At the same time, S&P raised its issue-level ratings on the
company's senior secured debt to 'B+' from 'B' and revised S&P's
recovery ratings on the facility to '2' from '3'.  The '2' recovery
rating indicates S&P's expectation for substantial (70% to 90%;
rounded estimate 70%) recovery in the event of a payment default.

"We raised the recovery rating on the company's senior secured
debt, which led us to raise the issue-level rating on the senior
secured debt based on improved earnings in 2016, and our
expectation that a substantial portion of this improvement is
sustainable," said S&P Global Ratings credit analyst Michael
McConnell.

Subsequently, S&P has reassessed the company's emergence EBITDA
moderately higher, leading to improved recovery prospects.  The
company has expanded its portfolio in recent years with the
acquisitions of chemical contract packager Apollo Technologies in
2015, and aerosol fillers and distributors Follmer Development
Inc., and Par-way Group Inc. in 2016.  These acquisitions and
organic growth enabled the company to increase 2016 revenue by
zbout 40% from 2015 levels.

The stable rating outlook reflects S&P Global Ratings' expectation
that PLZ Aeroscience Corp. will continue to maintain credit metrics
appropriate for the current rating.  S&P expects that PLZ's credit
metrics will improve modestly over the next year, based on EBITDA
contributions from its recent acquisitions and modest organic
EBITDA growth through mid-single-digit percentage sales increases
in its key business segments.  S&P expects that the company will
have adjusted funds from operations to debt of about 12%, adjusted
debt to EBITDA of less than 5x, and that it will generate free cash
flow that will support its ability to maintain adequate liquidity.

S&P could raise the rating within the next 12 months if PLZ
experiences continued growth and margin improvement such that funds
from operations to debt consistently falls in the 12% to 20% range
and debt to EBITDA falls below 5x, along with financial policies
that S&P believes will support maintaining credit measures at these
levels.  S&P could also raise the ratings if improved cash flows
allow PLZ to reduce debt at a quicker pace than we have factored
into our base case scenario and the company's operating performance
is in line with, or exceeds, S&P's expectations.

S&P could lower its corporate credit rating on PLZ if the company's
operating performance is well below S&P's expectations, such that
cash flow generation declines, which S&P believes would cause
liquidity to be constrained.  This could occur if environmental
concerns shift consumer preferences away from aerosol or if
greater-than-expected integration costs from recent acquisitions
lead to PLZ's EBITDA margins declining by 400 basis points over the
next 12 months, which would cause adjusted debt to EBITDA to
approach 7x.  S&P could also lower the rating if the company's
liquidity becomes less than adequate, without prospects for
improvement.


PREFERRED CONCRETE: Unsecureds to Get 10% for 10 Payments
---------------------------------------------------------
Preferred Concrete & Excavating Inc. filed with the U.S. Bankruptcy
Court for the Northern District of Illinois a third amended
disclosure statement dated May 3, 2017,in support of the Debtor's
fourth amended plan of reorganization.

Under the Fourth Amended Plan, Class 21 General Unsecured Claims --
approximately $446,847.38 -- are impaired.  Starting on the
Effective Date, the class will receive, in full satisfaction,
settlement and release and discharge of its unsecured claim a pro
rata share of the unsecured dividend paid in semiannual
installments and continuing and each Jan. 31st and July 31st of
each following year for five years from the Effective Date.

The Unsecured Dividend will start on the Effective Date and on each
subsequent Jan. 31 and July 31 ending on Jan. 31, 2022, a total of
10% of the allowed amount of their claims, in equal semiannual
installments, for a total of 10 payments.

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

          http://bankrupt.com/misc/ilnb16-81114-138.pdf

As reported by the Troubled Company Reporter on Feb. 15, 2017, the
Debtor filed with the Court a second amended disclosure statement
in support of its plan of reorganization, dated Feb. 10, 2017,
which modified the classification of claims filed against the
Debtor.

The second amended disclosure statement removed the following
classes of claims: Class 8 Priority Claims Laborers' Pension Health
and Welfare, and Class 17 Unsecured Laborers Pension Health and
Welfare.  Class 21 General Unsecured Claims on the initial
distribution date would receive, in full satisfaction, settlement
and release and discharge of its unsecured claims pro rata receive,
in full satisfaction, settlement and release and discharge of its
unsecured claims pro rata share of unsecured dividend.  This class
would be paid according to the Unsecured Dividend option.
Unsecured Dividend starting on July 31, 2017, and on each
subsequent Jan. 31 and July 31 ending on Jan. 31, 2022, a total of
10% of the allowed amount of their claims, in equal semiannual
installments, for a total of 10 payments.

                  About Preferred Concrete

Preferred Concrete & Excavating, Inc., is a union concrete
contractor engaged in concrete in construction in Northern
Illinois and surrounding areas for the past 14 years. The Debtor
has approximately 10 employees.

Preferred Concrete filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ill. Case No. 16-81114) on May 4, 2016. The
petition was signed by Gerald Hartman, president. The Debtor is
represented by O. Allan Fridman, Esq., at the Law Office of O.
Allan Fridman.

The Debtor estimated assets at $0 to $50,000 and liabilities at
$100,000 to $500,000 at the time of the filing.


PUERTO RICO: Government Debt Restructuring Won't Affect PRIIA
-------------------------------------------------------------
The Puerto Rico International Insurers Association (PRIIA) on May
11, 2017, issued the following statement in response to the filing
in the United States District Court for the District of Puerto Rico
of a voluntary bankruptcy petition under Title III of the Puerto
Rico Oversight, Management and Economic Stability Act (PROMESA).
Enacted by the United States Congress and signed into law by
President Obama in 2016, PROMESA provides the legal framework for
local Puerto Rico government entities to restructure debt
obligations.

"Puerto Rico's International Insurance Center operates under laws
and regulations that insulate its member companies and their
clients from any changes to Puerto Rico that Title III bankruptcy
may bring about.  Regulation of companies operating in the Center
is provided by the Office of the Commissioner of Insurance of
Puerto Rico, which receives funding from fees paid by its regulated
entities.  There is no change to the tax, regulatory, or other
legal status of any licensed insurer operating in the Center as a
result of the Title III filing.  Puerto Rico's international
insurers are open for business."

In addition to the statement above, PRIIA member and CEO of
Advantage Insurance Inc., Walter Keenan, added: "PROMESA was
enacted to help grow Puerto Rico's economy.  The International
Insurance Center has brought jobs and investment capital to Puerto
Rico and will continue to play an important role in the
Commonwealth's return to prosperity.  PROMESA recognizes the
importance of growth engines, such as the International Insurance
Center, and the law expressly preserves and continues the benefits
our clients and companies enjoy today."

Ralph Rexach, a PRIIA member and former Puerto Rico Commissioner of
Insurance, explained: "Companies considering Puerto Rico's
compelling tax incentives and modern system of insurance regulation
should know that the Title III filing does not change what Puerto
Rico has to offer.  Insurance companies operating within the
International Insurance Center receive contractual tax incentive
grants that guarantee favorable taxation for at least 15 years.
PRIIA member companies and potential new entrants to the Center can
have confidence in the continuity of Puerto Rico's tax treatment
provisions under both Puerto Rico and United States law."

                        About PRIIA

The Puerto Rico International Insurers Association (PRIIA) is the
industry trade group representing insurance carriers, service
providers and other participants in Puerto Rico's International
Insurance Center.  Founding members of PRIIA include Advantage
Insurance Inc.; Madison Re I.I.; Ryan, LLC; and U.S. Commonwealth
Life, A.I. More information about PRIIA and Puerto Rico's
International Insurance Center can be found at
http://www.PRIIA.org.

                        About Ryan

Ryan -- http://ryan.com-- is an award-winning global tax services
firm, with the largest indirect and property tax practices in North
America and the seventh largest corporate tax practice in the
United States. With global headquarters in Dallas, Texas, the Firm
provides a comprehensive range of state, local, federal, and
international tax advisory and consulting services on a
multi-jurisdictional basis, including audit defense, tax recovery,
credits and incentives, tax process improvement and automation, tax
appeals, tax compliance, and strategic planning. Ryan is a
five-time recipient of the International Service Excellence Award
from the Customer Service Institute of America (CSIA) for its
commitment to world-class client service.  Empowered by the dynamic
myRyan work environment, which is widely recognized as the most
innovative in the tax services industry, Ryan's multi-disciplinary
team of more than 2,100 professionals and associates serves over
12,000 clients in more than 40 countries, including many of the
world's most prominent Global 5000 companies.

                       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.


QUADRANGLE PROPERTIES: Names Craig Geno as Attorney
---------------------------------------------------
Quadrangle Properties, Inc. seeks authorization from the U.S.
Bankruptcy Court for the Southern District of Mississippi to employ
the Law Offices of Craig M. Geno, PLLC as attorneys.

The Debtor requires the law firm to:

   (a) advise and consult with the Debtor-in-possession regarding
       questions arising from certain contract negotiations which
       will occur during the operation of business by the Debtor-
       in-possession;

   (b) evaluate and challenge claims of various creditors who may
       assert security interests in the assets and who may seek to

       disturb the continued operation of the business;

   (c) appear in, prosecute, or defend suits and proceedings, and
       to take all necessary and proper steps and other matters
       and things involved in or connected with the affairs of the

       estate of the Debtor;

   (d) represent the Debtor in court hearings and assist in the
       preparation of contracts, reports, accounts, petitions,
       applications, orders and other papers and documents as may
       be necessary in this proceeding;

   (e) advise and consult with the Debtor in connection with any
       reorganization plan which may be proposed in this
       proceeding and any matters concerning the Debtor which
       arise out of or follow the acceptance or consummation of
       such reorganization or its rejection; and

   (f) perform such other legal services on behalf of the Debtor
       as they become necessary in this proceeding.

The law firm will be paid at these hourly rates:

       Craig M. Geno          $400
       Associates             $250
       Paralegals             $175

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

The Debtor paid the law firm a retainer of $11,717, which includes
the $1,717 filing fee, less pre-petition time, to be applied to
fees and expenses in this case.

Craig M. Geno assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estate.

The firm can be reached at:

       Craig M. Geno, Esq.
       Jarret P. Nichols, Esq.
       LAW OFFICES OF CRAIG M. GENO, PLLC
       587 Highland Colony Parkway
       P.O. Box 3380
       Ridgeland, MS 39158-3380
       Tel: (601) 427-0048
       Fax: (601) 427-0050
       E-mail: cmgeno@cmgenolaw.com
               jnichols@cmgenolaw.com

Quadrangle Properties, Inc., headquartered in Jackson, Mississippi,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Miss. Case No. 17-01469) on April 18, 2017.  The petition was
signed by R. Don Williams, president.

The Hon. Edward Ellington presides over the case.

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

Craig M. Geno, Esq. serves as the Debtor's legal counsel.



RACEWAY MARKET: Beal Bank Tries to Block Approval of Plan Outline
-----------------------------------------------------------------
Beal Bank USA, successor-in-interest to Irwin Bank and Trust Co.,
filed with the U.S. Bankruptcy Court for the Southern District of
Indiana an objection to the disclosure statement for the Chapter 11
plan of Raceway Market Land, LLC.

The Debtor has classified every claim and interest as unimpaired;
however, the claim of Beal Bank is impaired.  According to Beal
Bank, the plan fails to:

     (a) leave the legal, equitable and contractual rights of the
         bank unaltered;

     (b) cure any default that occurred on or after commencement
         of the case and reinstate the maturity; and
     
     (c) specifically provide for the retention of Beal Bank's
         lien.

As reported by the Troubled Company Reporter on April 27, 2017, the
Debtor filed the Disclosure Statement, stating that unsecured
creditors of Raceway Market Land, LLC, will receive full payment of
their claims, according to the company's proposed Chapter 11 plan.
The plan proposes to pay creditors holding Class 4 non-priority
unsecured claims in full in cash on or before the effective date of
the plan.  The total amount of unsecured claims is estimated at
$2,609,579.

Beal Bank is represented by:

     Mark A. Warsco, Esq.
     ROTHBERG LOGAN & WARSCO LLP
     505 East Washington Boulevard
     P.O. Box 11647
     Fort Wayne, Indiana 46859-1647
     Tel: (260) 422-9454
     Fax: (260) 422-1622
     E-mail: mwarsco@rlwlawfirm.com

                      About Raceway Market

Headquartered in Indianapolis, Indiana, Raceway Market Land, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case
No. 16-09541) on Dec. 20, 2016, listing $4.25 million in total
assets and $5.74 million in total liabilities.  The petition was
signed by Craig W. Johnson, president.

Judge Robyn L. Moberly presides over the case.

Andrew T. Kight, Esq., at Taft Stettinius & Hollister LLP serves as
the Debtor's bankruptcy counsel.


RACEWAY MARKET: FFB Objects to Disclosure Statement
---------------------------------------------------
First Financial Bank objects to the approval of the disclosure
statement explaining the Chapter 11 plan of Raceway Market Land,
LLC.

FFB is a secured creditor of the Debtor by virtue of a Mortgage
dated August 31, 2007, and filed for record on September 20, 2007
as Instrument No. 2007-0137456 of the Marion County, Indiana
records concerning the Debtor's property.  FFB holds a second
mortgage interest in the Property.

FFB incorporates the arguments raised by Beal Bank USA in its
Objection to the Disclosure Statement and joins in that objection.

FFB is represented by:

         Jeffrey M. Hendricks, Esq.
         GRAYDON HEAD & RITCHEY LLP
         312 Walnut Street, Suite 1800
         Cincinnati, OH 45202-4060
         Tel: (513) 621-6464
         Fax: (513) 651-3836
         E-mail: jhendricks@graydon.law

Headquartered in Indianapolis, Indiana, Raceway Market Land, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case
No. 16-09541) on Dec. 20, 2016, listing $4.25 million in total
assets and $5.74 million in total liabilities.  The petition was
signed by Craig W. Johnson, president.

Judge Robyn L. Moberly presides over the case.

Andrew T. Kight, Esq., at Taft Stettinius & Hollister LLP, serves
as the Debtor's bankruptcy counsel.


REGAL CINEMAS: Moody's Assigns Ba1 Rating to New Sr. Term loan
--------------------------------------------------------------
Moody's Investors Service assigned a Ba1 instrument-level rating to
the proposed senior secured term loan of Regal Cinemas Corporation,
a wholly-owned subsidiary of Regal Entertainment Group (Regal).
Proceeds from the new term loan will be used to refinance the
existing $965.8 million term loan and an additional $150 million
will be raised to support general corporate purposes, including
potential tuck-in acquisitions. Pro forma for the add-on, excluding
any potential EBITDA from acquisitions, Moody's adjusted
debt/EBITDA is 4.6x as of March 31, 2017, which remains within
Moody's 5.0 times tolerance for the rating.

The new term loan coupon payment will be 50 basis points lower. All
other terms under the amendment will remain wholly or materially
unchanged, including maturity. Regal's B1 Corporate Family Rating
(CFR), B3 senior unsecured rating, and SGL-1 Speculative Grade
Liquidity Rating remain unchanged. The outlook remains stable.

A summary of action follows:

Assignments:

Issuer: Regal Cinemas Corporation

-- Senior Secured Term Loan, Assigned Ba1 (LGD2)

RATINGS RATIONALE

Regal's B1 corporate family rating incorporates the company's
aggressive financial policies that tolerates moderate leverage and
a high dividend payout leading to weak free cash flow conversion
and debt coverage (FCF/debt) metrics. Additionally, the rating is
constrained by a mature industry experiencing a secular decline in
attendance and is dependent on a limited number of movie studios,
an unpredictable and seasonal box office result, and emerging
competitive threats. The rating is supported by the company's size
and scale, being one of the world's largest cinema operators. The
company enjoys a strong market position with a large circuit, high
barriers to entry into the first-run window for theatrical
distribution, pricing power, and good liquidity. In addition, the
company's product has relatively strong entertainment value using a
proven distribution model that delivers an inexpensive and unique
out-of-home experience with sound and video quality that is
hard-to-replicate in-home. The company sells movie tickets to over
200 million guests annually at a relatively inexpensive average
ticket price of approximately $10. There are very few high-quality
entertainment options for a similar time duration at equivalent
prices.

The stable outlook reflects Moody's expectations the company will
maintain its share of the US box office, grow EBITDA, generate
positive free cash flow, and sustain leverage below 5.0 times
(Moody's adjusted debt/EBITDA), within Moody's leverage tolerances.
Given the maturity of the industry, limited opportunities for
growth, and the secular decline in attendance driven by the rise in
competitive threats, an upgrade is unlikely. However, Moody's would
considers an upgrade if leverage is sustained below 4x (Moody's
adjusted) and free cash flow as a percentage of debt is sustained
above 5%. Moody's would considers a negative rating action if
leverage was sustained above 5x, or free cash flow were to be
negative on a sustained basis.

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

Regal Entertainment Group (Regal), headquartered in Knoxville,
Tennessee and the parent of Regal Cinemas Corporation, operates
7,262 screens in 559 theatres, primarily in mid-sized metropolitan
markets and suburban growth areas of larger metropolitan markets
throughout 43 states in the US, along with Guam, Saipan, American
Samoa and the District of Columbia. Revenue for the twelve months
ended March 31,2017 was approximately $3.2 billion.


REVOLUTION ALUMINUM: To Sell Pineville Property to Pay Creditors
----------------------------------------------------------------
Revolution Aluminum Propco, LLC, filed a Chapter 11 plan of
liquidation that proposes to pay creditors from the sale of its
1,400-acre property in Pineville, Louisiana.

The property is an industrial park and the former site of a paper
mill.  There are commercial infrastructures on the property in
addition to raw land and timber.

Holders of allowed Class 3 unsecured claims will receive a pro rata
distribution from the sale proceeds after claims in Classes 1 and 2
and those not classified under the plan are paid in full.

The total amount of Class 3 unsecured claims allowed by the court
is estimated at $3,223,067.62.  The estimated recovery for
unsecured creditors is still unknown, according to the company's
disclosure statement filed on May 2 with the U.S. Bankruptcy Court
for the Western District of Louisiana.

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

                       https://is.gd/l9JBtx

                About Revolution Aluminum Propco

Revolution Aluminum Propco, LLC is a Louisiana company established
in 2015.  It owns a real property comprised of approximately 1,400
acres in Pineville, Louisiana.  The property, which is the Debtor's
sole asset, is an industrial park and the former site of a paper
mill.

The Debtor is 100% owned by its parent company, Revolution Aluminum
LLC, and is managed by Roger Boggs.

Ryan & Associates, Inc., Engineered Products, Inc., and Tina J.
Hertzel filed an involuntary Chapter 11 case (Bankr. W.D. La., Case
No. 16-81024) against the Debtor on Sept. 15, 2016.  The court
entered an order officially placing the Debtor in bankruptcy on
Feb. 1, 2017.

The petitioning creditors are represented by Bradley L. Drell,
Esq., at Gold, Weems, Bruser, Sues & Rundell.  

Steffes, Vingiello & McKenzie, LLC serves as the Debtor's
bankruptcy counsel.  The Debtor hired Beau Box Real Estate as real
estate broker and manager.

On March 16, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee hired
Gold Weems Bruser Sues & Rundell, APLC, as counsel.

No trustee or examiner has been appointed although a motion filed
by the petitioning creditors to appoint a trustee is pending.


RIVER NORTH: Unsecured Creditors to Get 30% of 2018-2021 Profit
---------------------------------------------------------------
River North 414 LLC filed with the U.S. Bankruptcy for the Northern
District of Illinois, Eastern Division, filed a plan of
reorganization and accompanying disclosure statement.

Class 2 - River North Unsecured Claims, in the amount of $103,000,
is impaired.  Each holder of a Class 2 Claim will be paid its pro
rata share of 30% of the Annual Profit of the Reorganized Debtor
for each of the 2018-2021 fiscal years.

Class 3 - River North Insider Unsecured Claims, in the amount of
$1,350,000, is impaired.  Each holder of a Class 3 Claim will be
paid its pro rata share of 30% of the Annual Profit of the
Reorganized Debtor for each of the 2018-2021 fiscal years.

The Debtor's Chapter 11 Case was previously jointly administered
with the case of Premium Themes, Inc., an Illinois corporation
(Case No. 16-17325).  Prior to April 20, 2016, PTI owned and
operated a bar and restaurant named Red Ivy, in Chicago, Illinois.
PTI entered into a termination of its lease for the Red Ivy space
and closed its business prior to the Petition Date.  PTI is seeking
to dismiss it chapter 11 case, as it has sufficient funds to pay
all its remaining creditors in full.

A full-text copy of the Disclosure Statement dated May 5, 2017, is

available at http://bankrupt.com/misc/ilnb16-17324-135.pdf

                    About River North 414

River North 414 LLC and Premium Themes, Inc., based in Chicago,
Illinois, sought Chapter 11 protection (Bankr. N.D Ill. Case Nos.
16-17324 and 16-17325) on May 24, 2016.  The petitions were signed
by Jesse T. Boyle, authorized officer.  The cases are assigned to
Judge Janet S. Baer.  The Debtors are represented by Thomas R.
Fawkes, Esq., at Goldstein & McClintock.  The Debtors estimated
$100,000 to $500,000 in assets and $1 million to $10 million in
liabilities at the time of the filing.


ROOT9B HOLDINGS: Sells IPSA's Investigative Due Diligence Practice
------------------------------------------------------------------
root9B Holdings, Inc., has sold the Investigative Due Diligence
Practice ("IDDP") of its wholly-owned subsidiary IPSA International
Services, Inc., to Exiger Canada, Inc., for total consideration of
$6 million and up to an additional $4 million by way of a
three-year earn-out based on the achievement by IDDP of certain
performance targets.  Proceeds will be reduced by a Working Capital
Adjustment, currently estimated to be in excess of $1.0m.

The IDDP includes the sale of the stock of IPSA's Canadian
subsidiary (IPSA International, Inc. Canada) located in Vancouver,
BC and IPSA's London, Hong Kong and Miami offices, contracts and
employees.  For the past 15 years, IPSA's IDDP has provided
services in matters of multi-jurisdictional corruption, bribery and
due diligence investigations.  The IDDP also performs due diligence
related to travel, employment and settlement including for
immigration, citizenship & visas; and is considered an industry
pioneer in work related to citizenship by investment due diligence
where it is considered a trusted leader by many of the largest and
fastest growing programs operating in the world today.

"We have made measurable progress in re-positioning RTNB's business
to that of a pure-play cybersecurity company," said Joseph J.
Grano, Jr., Chairman and CEO of RTNB.  "The sale of our IDDP, along
with our previously announced non-core divestitures, strengthens
RTNB's overall financial positon and provides additional capital to
fund the growth of our cybersecurity operations.  We have great
confidence in our team of cybersecurity professionals that is led
by Eric Hipkins, the founder and CEO of our root9B LLC subsidiary
who will become CEO of RTNB on May 25, 2017."

"We continue to execute against our previously announced set of
strategic initiatives, and this transaction is another meaningful
step in that regard," said Dan Wachtler, president and COO of RTNB.
"Kim Marsh has been my partner for nearly 15 years, and he and his
team have built a great business for IPSA.  We are confident
however that each of us will be in a better position to grow our
two distinct businesses as separate companies.  While we still need
to complete the divestiture of our remaining Anti-Money Laundering
business, we can now more fully focus our internal resources on
growing our cyber business and delivering long-term value to our
shareholders."

                       About Root9B

root9B Holdings, Inc. (OTCQB: RTNB) --
http://www.root9bholdings.com/-- is a provider of Cybersecurity
and Regulatory Risk Mitigation Services.  Through its wholly owned
subsidiaries root9B and IPSA International, the Company delivers
results that improve productivity, mitigate risk and maximize
profits.  Its clients range in size from Fortune 100 companies to
mid-sized and owner-managed businesses across a broad range of
industries including local, state and government agencies.

Root9B Technologies, Inc., changed its name to root9B Holdings
effective Dec. 5, 2016, and relocated its corporate headquarters
from Charlotte, NC to the current headquarters of root9B, its
wholly owned cybersecurity subsidiary, in Colorado Springs, CO.

root9B reported a net loss of $30.49 million on $10.24 million of
net revenue for the year ended Dec. 31, 2016, compared with a net
loss of $8.33 million on $11.16 million of net revenue for the year
ended Dec. 31, 2015.  As of Dec. 31, 2016, root9B Holdings
disclosed $19.74 million in total assets, $15.67 million in total
liabilities, and stockholders' equity of $4.066 million.

Cherry Bekaert LLP issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
citing that the Company has suffered recurring losses from
operations and has negative operating cash flows and will require
additional financing to fund the continued operations.  The
availability of such financing cannot be assured.  These conditions
raise substantial doubt about its ability to continue as a going
concern.


ROTHSTEIN ROSENFELDT: 11th Cir. Heard Appeal on Gibraltar Suit
--------------------------------------------------------------
Trustees of bankrupt law firm Rothstein Rosenfeldt Adler PA has
brought to the U.S. Court of Appeals for the 11th Circuit their
appeal on the lawsuit against Gibraltar Bank, et al., alleging that
managerial misconduct permitted Scott Rothstein's Ponzi scheme to
flourish.

Carolina Bolado, writing for Bankruptcy Law360, reports that the
trustee told the Eleventh Circuit that the "professional services
exclusion" in a directors and officers insurance policy issued by
Twin City Fire Insurance Co. and National Union Fire Insurance Co.
of Pittsburgh policy to Gibraltar Private Bank and Trust should be
construed narrowly only to bar conduct performed for customers, not
for Scott Rothstein, who ran the scheme out of his law firm.

The exclusion clause does not bar coverage of a $50 million
judgment owed by Gibraltar Bank over its alleged role in enabling a
$1.2 billion Ponzi scheme run out of Rothstein Rosenfeldt, the
trustees told the Eleventh Circuit, Law360 cites.

The Gibraltar lawsuit was originally filed in a Florida federal
court in May 2013.

Trustees Robert Furr and Michael Goldberg are represented by Jason
S. Mazer, Cary D. Steklof and Colleen L. Smeryage of Ver Ploeg &
Lumpkin PA.

The case is Robert Furr et al. v. National Union Fire Insurance et
al., case number 15-14716-CC, in the U.S. Court of Appeals for the
Eleventh Circuit.

                   About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- was suspected of running a        
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on Jan. 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case is represented by Michael Goldberg, Esq., at Akerman
Senterfitt.

RRA won approval of an amended liquidating Chapter 11 plan
pursuant to the Court's July 17, 2013 confirmation order.  The
revised plan, filed in May, is centered around a $72.4 million
settlement payment from TD Bank NA.


ROZEL JEWELER'S: Court Confirms Chapter 11 Plan
-----------------------------------------------
Judge Thomas P. Agresti of the U.S. Bankruptcy Court for the
Western District of Pennsylvania issued an order finally approving
the disclosure statement and confirming the plan of small business
of Rozel Jewelers, Inc.

The Troubled Company Reporter, on April 6, 2017, reported that
general unsecured creditors of Rozel Jeweler's Inc. will get 10.65%
of their claims under the company's latest plan to exit Chapter 11
protection.

An earlier version of the company's plan of reorganization
proposed
to pay 17% of general unsecured claims.  

Under the latest plan, Class 2 general unsecured creditors will
receive a total distribution of $17,188 or approximately 10.65%
of their claims over the life of the plan, according to Rozel's
amended disclosure statement filed on March 23 with the U.S.
Bankruptcy Court for the Western District of Pennsylvania.

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

                   https://is.gd/pBNIY4

                   About Rozel Jeweler's

Headquartered in Conneaut Lake, Pennsylvania, Rozel Jeweler's,
Inc., sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Pa. Case No. 16-10291) on March 31, 2016.  The Debtor
is represented by Daniel P. Foster, Esq., at Foster Law Offices.

On Jan. 25, 2017, the Debtor filed its Chapter 11 plan of
reorganization and disclosure statement.

Andrew R. Vara, Acting U.S. Trustee for Region 3, on Oct. 20,
2017,
appointed five creditors of Royal Flush, Inc., to serve on an
official committee of unsecured creditors.


RUPARI FOOD: Obtains Final Approval of Cash Collateral Use
----------------------------------------------------------
Rupari Food Services, Inc., a producer of branded and private label
restaurant-quality barbequed meats, including Tony Roma's(R) and
Butcher's Prime(R) retail brands, on May 11, 2017, disclosed that
it received court approval, subject to the submission of the agreed
upon order, for a final cash collateral order that will provide
ample liquidity to finance the company during the sale process.  As
previously announced, the company and a subsidiary of Carl Buddig &
Company entered into an asset purchase agreement for the sale of
the company, subject to higher or better bids.  The Company expects
the sale to close in June.

"We are delighted to have achieved these key milestones along our
path to a successful sale of our business that maximizes recoveries
for our stakeholders, preserves jobs, and provides a seamless
transition for our customers and vendors.  We appreciate the
support of our lenders, creditors' committee and other key
stakeholders," stated Jack Kelly.

In another development, Romacorp. Inc., the parent company of Tony
Roma's, announced yesterday that it entered into a new license
agreement with Ruprecht Company in violation of Rupari's exclusive
rights under its license with Romacorp.  This comes only one week
after Rupari dismissed an adversary complaint without prejudice to
refile the complaint in order to facilitate a consensual business
solution between Rupari and Romacorp.

"We are very disappointed that Romacorp took this action, which
clearly interferes with our exclusive property rights under the
Tony Roma's license and the automatic stay imposed by the
Bankruptcy Code.  Rupari spent millions of dollars marketing and
developing the Tony Roma's brand over the past years with great
success.  We believe our license with Tony Roma's is in full force
and effect notwithstanding Romacorp's wrongful attempt to terminate
the license.  We intend to pursue all available legal remedies
against Romacorp and Ruprecht in consultation with our
constituents," Jack Kelly added.  

However, the ultimate legal resolution of the dispute between
Rupari and Tony Roma's has no impact on the Company's operations or
supply of product to customers, nor will it impact the timing of
the sale of the business in June.

"Buddig remains committed to moving forward with the transaction,"
said Bob Buddig.

The bid deadline for competing offers for the Rupari business is
May 24, 2017 and a hearing to approve the sale of Rupari's business
is scheduled for June 6, 2017.

                   About Rupari Holding Corp.

Established in 1978, Rupari -- http://www.rupari.com/-- is a
culinary supplier of sauced and unsauced ribs, barbeque pork, and
BBQ chicken.  Since 1978, Rupari Foods has been producing and
distributing the finest, restaurant-quality, pre-cooked, sauced,
bone-in proteins, and related barbeque products.  The Company
offers a full line of meats under the Rupari brand name, as well as
a variety of products under the retail names of Tony Roma's and
Butcher's Prime.  The Company's products are available at large and
mid-sized retailers throughout the United States and Canada.

Rupari Holding Corp. and its affiliate Rupari Food Services, Inc.
filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 17-10793)
on April 10, 2017. The petitions were signed by Jack Kelly, CEO.

At the time of filing, the Debtors each estimated $50 million to
$100 million in assets and $100 million to $500 million in
liabilities.

The cases are assigned to Judge Kevin J. Carey.

Lawyers at DLA Piper LLP (US), led by R. Craig Martin, Esq., Maris
J. Kandestin, Esq., Richard A. Chesley, Esq., and John K. Lyons,
Esq., serve as counsel to the Debtors.  The Debtors hired Kinetic
Advisors LLC as financial advisor, and Donlin, Recano & Co., Inc.
as claims and noticing agent.

On April 20, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The Committee hired
Lowenstein Sandler LLP, as counsel, Whiteford Taylor & Preston LLC,
as Delaware counsel, CohnReznick LLP and CohnReznick Capital Market
Securities, LLC as its financial advisor and investment banker.


RXI PHARMACEUTICALS: Continues to Offer 12.8M Common Shares
-----------------------------------------------------------
RXi Pharmaceuticals Corporation filed a post-effective amendment
No. 1 to its registration statement on Form S-1 which was
previously declared effective by the Securities and Exchange
Commission on Dec. 15, 2016.

The Registration Statement registered the offer and sale of (i)
2,131,111 Class A Units, at a public offering price of $0.90 per
unit, consisting of one share of the Company's common stock, par
value $0.0001 per share, and a warrant to purchase one share of the
Company's common stock and (ii) 8,082 Class B Units, at a public
offering price of $1,000 per unit, consisting of warrants to
purchase 1,111.11 shares of common stock and one share of the
Company's Series B Convertible Preferred Stock, par value $0.0001
per share, convertible into 1,111.11 shares of common stock.  Each
warrant included in the Class A Units entitles its holder to
purchase one share of common stock at an exercise price of $0.90.
Each Class B Unit includes warrants entitling its holder to
purchase a number of shares of common stock equal to 100% of the
number of shares of common stock issuable upon conversion of the
Series B Convertible Preferred Stock included in such units at an
exercise price per share of $0.90.  The Registration Statement also
registered on a continuous basis 20,091,111 shares of common stock
underlying shares of Series B Convertible Preferred Stock and
warrants.  In addition, the underwriters had the option to purchase
up to (i) 1,666,666 additional shares of common stock, and (ii)
additional warrants to purchase up to 1,666,666 additional shares
of common stock solely to cover over-allotments, if any, at the
price to the public less the underwriting discounts and
commissions.  The underwriters fully exercised the option,
purchasing the additional 1,666,666 shares and the additional
warrants to purchase up to 1,666,666 additional shares of common
stock.  No additional securities are being registered under this
Amendment.  All applicable registration fees were paid at the time
of the Original Filing.

The Amendment was filed to (i) update the contents of the
prospectus contained in the Registration Statement pursuant to
Section 10(a)(3) of the Securities Act in respect of the continuous
offering pursuant to Rule 415 of up to 12,777,777 shares of common
stock of the Company issuable upon exercise of outstanding
unexercised warrants previously registered on the Registration
Statement, (ii) incorporate certain information from the Company's
Annual Report on Form 10-K for the year ended
Dec. 31, 2016, that was filed with the SEC on March 30, 2017, (iii)
incorporate certain information from the Company's Definitive Proxy
Statement on Schedule 14A that was filed with the SEC on April 27,
2017, and (iv) make an election to incorporate by reference
information filed after the effective date of this Amendment
pursuant to Item 12(b) of Form S-1 and make conforming changes to
the undertakings included in Item 17 of this Amendment.

The Company's common stock and the warrants are currently listed on
The NASDAQ Capital Market under the symbol "RXII" and "RXIIW",
respectively.  The closing price of the Company's common stock on
May 3, 2017, as reported by NASDAQ, was $0.62 per share.

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

                   https://is.gd/4OsGH4

                         About RXi

RXi Pharmaceuticals Corporation, a biotechnology company, focuses
on discovering and developing therapies primarily in the areas of
dermatology and ophthalmology.  The company develops therapies
based on siRNA technology and immunotherapy agents.  Its clinical
development programs include RXI-109, a self-delivering RNAi
compound, which is in Phase IIa clinical trial that is used to
prevent or reduce dermal scarring following surgery or trauma, as
well as for the management of hypertrophic scars and keloids; and
Samcyprone, an immunomodulation agent, which is in Phase IIa
clinical trial for the treatment of various disorders, such as
alopecia areata, warts, and cutaneous metastases of melanoma.  The
company's preclinical program includes the development of products
for ocular indications with RXI-109, including retinal and corneal
scarring.  Its discovery stage development programs include a
dermatology franchise for the discovery of collagenase and
tyrosinase targets for its RNAi platform; and ophthalmology
franchise, a program for the discovery of sd-rxRNA compounds for
oncology indications, including retinoblastoma.  The company was
incorporated in 2011 and is headquartered in Marlborough, Mass.

RXi reported a net loss applicable to common stockholders of $11.06
million on $19,000 of net revenues for the year ended Dec. 31,
2016, compared to a net loss applicable to common stockholders of
$10.43 million on $34,000 of net revenues for the year ended Dec.
31, 2015.  As of Dec. 31, 2016, RXi had $13.39 million in total
assets, $2.54 million in total liabilities, all current, and $10.85
million in total stockholders' equity.


SAVANNA ENERGY: Reports Q1 Results, Enters Into Amended Waiver
--------------------------------------------------------------
Savanna Energy Services Corp. reported financial results for the
first quarter of 2017.

First Quarter Results

Savanna (SVY) generated revenue of $117.3 million, EBITDAS of $10.8
million and a net loss, attributable to shareholders of the
Company, of $19.8 million or $0.17 per share in the first quarter
of 2017, compared to revenue of $93.7 million, EBITDAS of $20.3
million and a net loss, attributable to shareholders of the
Company, of $10.1 million or $0.11 per share in Q1 2016.  Improving
industry sentiment in late 2016 and into 2017, resulted in
increased activity levels throughout Savanna's business lines in
Canada and drilling activity in the U.S.  The increased activity in
Canada resulted in revenue and operating margin increases in
Canadian drilling, well servicing and rentals compared to Q1 2016,
despite lower year-over-year pricing. However, lower utilization
and operating margins in Savanna's Australian divisions, combined
with the effect of 2016 contract rollovers and negative operating
margins realized in the Company's U.S. drilling division, resulted
in lower overall operating margin and EBITDAS in Q1 2017 compared
to Q1 2016.  Savanna's negative operating margins in U.S. drilling
resulted from increased operating costs associated with
reestablishing a more significant operation in the Permian basin.

In Canada, revenues increased by $25.8 million and operating margin
increased by $2.5 million relative to Q1 2016.  In the U.S.,
compared to Q1 2016, revenues increased by $4 million while
operating margin declined by $8.7 million.  In Australia, revenues
were $6.2 million lower and operating margin was $3.8 million lower
compared to Q1 2016.  Savanna's overall operating margin in Q1 2017
was $10 million lower relative to Q1 2016, and operating margin
percentages were 15 percentage points lower.  General and
administrative expenses declined from $7.8 million in Q1 2016 to
$7.3 million in Q1 2017. As a result, EBITDAS was $9.5 million
lower than in Q1 2016.

Long-reach drilling, shallow drilling, well servicing and rentals
in Canada all experienced increases in utilization and activity,
which resulted in higher revenue and operating margins compared to
Q1 2016, despite year-over-year pricing decreases.  Billable days
in long-reach drilling increased by 123% relative to Q1 2016, while
average day rates were 11% lower.  The shallow drilling fleet
achieved a 51% increase in billable days with average day rates 16%
lower relative to Q1 2016.  Activity in well servicing increased by
47%, while pricing remained relatively flat compared to Q1 2016,
after increasing from Q4 2016 levels to cover higher labour costs.
Other than labour costs in Canadian well servicing, per day/hour
rig costs and field office costs were relatively in-line with Q1
2016, in each of Savanna's Canadian operating divisions.  Overall
in Canada during Q1 2017, Savanna generated $11.5 million in
operating margin on $63.8 million of revenue, compared to $9
million in operating margin on $38 million of revenue in Q1 2016.
Sequentially, operating margins increased compared to the $4.6
million generated on $41.8 million of revenue in Canada in Q4 2016
as a result of a seasonal increase in activity levels.

In the U.S., increases in drilling activity were driven by a larger
number of drilling rigs working in the quarter, which resulted in
increased revenue in Q1 2017, relative to Q1 2016, despite a 31%
decrease in average day rates.  The decrease in day rates in the
U.S. were based on 2016 contract roll overs on two of Savanna's
three Velox triple drilling rigs with Q1 2017 rates approximately
$10,000 U.S. dollars per day lower than in Q1 2016, and changes in
rig mix, as seven rigs were upgraded and reactivated in the Permian
basin in the second half of 2016.  A delay in the commencement of
work under the two new Marcellus contracts, as well as crew
retention, rig move, and repairs and maintenance costs associated
with those two rigs and the rigs recently reactivated in West
Texas, combined with an increase in field office costs and
operational challenges in the region in Q1 2017, resulted in
negative operating margins in Savanna's U.S. drilling division in
the quarter.  In Savanna's U.S. well servicing division, both
utilization and pricing decreased in Q1 2017, relative to Q1 2016,
which resulted in decreases in revenue and operating margin.
Overall in the U.S., Savanna generated negative $1.9 million in
operating margin on $21 million of revenue in Q1 2017, compared to
$0.1 million in operating margin on $22.3 million of revenue in Q4
2016 and $6.8 million in operating margin on $17 million of revenue
in Q1 2016.  Negative operating margins have been realized in the
Company's West Texas operation in the last two quarters and
management is focused on improving results in the region.
Savanna's strategic decision to reactivate drilling rigs in the
Permian basin is expected to yield positive results as this market
continues to improve and efforts to improve the efficiency of
operations take effect.

In Australia, Savanna's drilling, well servicing and trucking
divisions experienced activity and revenue declines relative to Q1
2016.  The decreases were driven by fewer rigs under contract and a
decrease in trucking activity related to lower well servicing and
drilling activity.  Operating margin percentages also decreased in
the quarter based on a greater proportion of operating versus
stand-by activity in Q1 2017 relative to Q1 2016. Savanna generated
$8.4 million in operating margin on $32.5 million of revenue in
Australia in Q1 2017, compared to $12.3 million in operating margin
on $38.7 million of revenue in Q1 2016.  Sequentially, operating
margin decreased from the $13.2 million generated on $40.1 million
of revenue in Australia in Q4 2016.  The decrease in operating
margin sequentially was a result of decreases in drilling, well
servicing and trucking activity in the quarter.

Overall for the quarter, lower utilization and operating margins in
Savanna's Australian divisions and U.S. well servicing division,
combined with the negative operating margins realized in the
Company's U.S. drilling division, resulted in a 47% decrease in
EBITDAS, compared to Q1 2016.  Additionally in Q1 2017, Savanna
incurred $8.8 million of expenses with respect to Total Energy
Services Inc.'s ("Total") take-over bid and Savanna's strategic
review process undertaken in response thereto.  The expenses
incurred include financial and advisory costs, severance and other
change of control costs, as well as legal and other professional
fees.  The acquisition by Total of more than 50% of the outstanding
common shares of Savanna also triggered accelerated vesting
provisions with respect to all of Savanna's share-based rewards,
which resulted in a $2.2 million increase in share-based
compensation expense.  The decrease in EBITDAS, combined with the
take-over bid related costs and increase in share-based
compensation expense, resulted in a $9.5 million, or 94%, increase
in the Company's net loss, compared to Q1 2016.  Sequentially,
Savanna's overall EBITDAS decreased from the $12.2 million
generated in Q4 2016, in part due to increases in general and
administrative expenses.  Compared to Q4 2016 general and
administrative expenses increased in Q1 2017, as a result of salary
and wage roll back reversals, a reduction in the amount of salaries
and wages capitalized toward Savanna's enterprise resource planning
system upgrades, fees related to the audit of the Company's annual
financial statements, and bad debt expenses. Savanna's net loss
attributable to the shareholders of the Company increased from the
Q4 2016 net loss attributable to the shareholders of the Company of
$18.9 million, or $0.20 per share. The sequential increase in net
loss was primarily a result of lower EBITDAS and the take-over bid
and strategic review expenses outlined above, partially offset by
an increase in deferred income tax recoveries due to a $4.3 million
write-down against deferred tax assets in Q4 2016.

Balance Sheet

Savanna's working capital(1) at March 31, 2017, was $61.8 million,
which included $25.4 million in cash.  Savanna's total long-term
debt outstanding on March 31, 2017, excluding unamortized debt
issue costs, was $281.7 million, compared to $249.7 million
outstanding at December 31, 2016.  The March 31, 2017 total
long-term debt amount included $4.2 million in gross partnership
debt, of which Savanna's proportionate share is approximately 50%.
Savanna's total debt position at March 31, 2017, net of cash, was
$256.2 million compared to $235.1 million at December 31, 2016.
Savanna's total debt, net of cash increased from the end of the
year based on working capital requirements in the first quarter.

The acquisition by Total of more than 50% of the outstanding common
shares of Savanna was an event of default under Savanna's
syndicated credit facility, second lien senior secured term loan,
and mortgage.  After evaluating its options and consulting with
Total, Savanna determined to issue a change of control offer to
repurchase the outstanding principal of senior unsecured notes at a
price of 101% of the principal amount thereof.  A holder of $60
million aggregate principal amount of senior unsecured notes agreed
that it will not tender to the change of control offer, which
expires on June 22, 2017.  As a result of the defaults and change
of control offer, all of the amounts under the syndicated credit
facility, second lien senior secured term loan, and mortgage, and
$47.1 million of the senior unsecured notes have been classified as
a current liability on the Company's balance sheet at March 31,
2017.

Savanna has engaged with Total who currently owns approximately 86%
of the outstanding common shares of Savanna, and expects that any
refinancing required with respect to its syndicated credit
facility, second lien senior secured term loan, mortgage, and/or
senior unsecured notes will be available to Savanna on a timely
basis.

On April 21, 2017, Savanna entered into a temporary waiver
agreement with the lenders of its syndicated credit facility.  In
May 2017, Savanna also received a waiver in respect of its
mortgage.

On May 12, 2017, Savanna entered into an amended and restated
temporary waiver agreement (the "Waiver") with the lenders of its
syndicated credit facility.  Pursuant to the Waiver, such lenders
have: (a) acknowledged certain defaults under the syndicated credit
facility that have occurred as a result of the acquisition by Total
of more than 50% of the outstanding common shares of Savanna and
the previously announced demand for payment pursuant to Savanna's
second lien credit facility; and (b) waived such defaults until the
earliest to occur of: (i) 2 business days immediately preceding the
date of any repayment or redemption of Savanna's senior unsecured
notes, (ii) the occurrence of any other default or event of default
under the syndicated credit facility or other credit document,
(iii) 2 business days immediately following the date upon which
Savanna becomes a wholly owned subsidiary of Total, and (iv) June
30, 2017.

Outlook

The positive oil and natural gas industry sentiment entering 2017,
contributed to significant improvement in North American industry
activity in Q1 2017.  In Canada, activity levels increased
significantly in Q1 2017 relative to Q1 2016, however meaningful
price increases did not materialize.  Based on current stated
customer intentions, Savanna expects activity to continue improving
for the remainder of 2017 relative to 2016.  With continued
increases in activity, Savanna expects pricing will begin to
improve gradually into the second half of 2017 in Canada.

In the U.S., Savanna currently has two AC double drilling rigs and
one Velox AC triple drilling rig under contract throughout 2017 and
most of 2018 in the Marcellus.  Rates, particularly with respect to
Savanna's Velox AC triple drilling rigs, are beginning to show
signs of upward momentum.  In Q2 2017, Savanna signed a two-year
contract on its Velox AC triple drilling rig in West Texas with a
day rate over 30% higher compared to the lows reached in 2016.
Savanna's third Velox triple drilling rig, not under long-term
contract, is currently working at rates 15% higher than the lows
reached in 2016.  With respect to the drilling rigs reactivated in
the Permian basis in the second half of 2016, Savanna expects
operating margins on these rigs to begin improving later in the
quarter and through the remainder of 2017, relative to the negative
margins realized over the last two quarters. Additional drilling
rig reactivations in the Permian basin, will be deferred until
profitability in the region improves.

In Australia, Savanna expects to have a new contract with an
existing customer finalized in Q2 2017.  The terms of the new
contract have been agreed to outside of the formal tender process,
which will cover one drilling rig, five service rigs and two
flush-by units.  All of these rigs are currently working for the
same customer under various contacts. The drilling rig will begin
working under the new contract once finalized, while the seven
original new-build contracts still in place in Australia will move
onto the new contract as the original ones expire throughout the
second half of 2017.  The Company also has two other service rigs
and one drilling rig on contract with a second customer and expects
a third drilling rig to begin work with a third customer later in
Q2 2017.  Savanna believes its built-for-purpose drilling and
service rigs, as well as its operational and safety performance,
puts the Company in a strong competitive position to re-contract
all of its drilling and service rigs in Australia.

On April 5, 2017 the Board of Directors of Savanna was
reconstituted and Daniel Halyk was appointed President and CEO of
Savanna.  Following this reconstitution, Savanna began the process
of engagement with Total to formulate a business integration plan.
Such plan will be premised on the primary objective of improving
the financial performance of the combined entity by achieving
revenue synergies and realizing operational and administrative
efficiencies and cost savings.  Execution of such plan will be
completed as soon as reasonable practicable following completion of
the acquisition of Savanna by Total, which is expected to occur
prior to June 30, 2017.

FIRST QUARTER RESULTS

Overall contract drilling revenue increased relative to Q1 2016 as
a result of higher activity levels in Canada and the U.S.,
notwithstanding lower day rates.  Savanna increased market share in
Canada in Q1 2017, despite having only one drilling rig on a
long-term contract, and the higher activity levels resulted in
revenue and operating margin increases relative to Q1 2016.  In
Canadian long-reach drilling, billable days increased by 123% while
day rates were 11% lower compared to Q1 2016, and in shallow
drilling in Canada, billable days increased by 51% while day rates
were 16% lower.  Competitive pressures in Canada, combined with
pricing of Q1 work in the fall 2016, held day rates relatively low
in the quarter which was the primary driver for the decrease
operating margin percentages in Canada relative to Q1 2016.
Billable days in the U.S. increased 108%, based on more rigs
working, relative to Q1 2016, while average day rates were 31%
lower.  The decrease in day rates in the U.S. were based on 2016
contract roll overs on two of Savanna's three Velox triple drilling
rigs with Q1 2017 rates approximately $10,000 U.S. dollars per day
lower than in Q1 2016, and changes in rig mix, as seven rigs were
upgraded and reactivated in the Permian basin in the second half of
2016.  A delay in the commencement of work under the two new
Marcellus contracts, as well as crew retention, rig move, and
repairs and maintenance costs associated with those two rigs and
the rigs recently reactivated in West Texas, combined with an
increase in field office costs and operational challenges in the
region in Q1 2017, resulted in negative operating margins in the
U.S. in the quarter.  In Australia, revenue decreased compared to
Q1 2016 based on a 35% decrease in billable days. There were also
additional costs related to mobilizing one of the drilling rigs for
work with a new customer that commenced late in Q1 2017.  The
decrease in billable days combined with the mobilization costs
resulted in a decrease in operating margin and operating margin
percentages in Australia drilling in Q1 2017, compared to Q1 2016.

FIRST QUARTER RESULTS

Revenue for Savanna's oilfield services division in Q1 2017
increased relative to Q1 2016, as increases in activity in Canada
more than offset decreases in activity in the U.S. and Australia in
the respective periods.  In Canada, revenue and operating margin in
Q1 2017 increased relative to Q1 2016 based on a 47% increase in
operating hours in Canadian well servicing and a 22% increase in
Canadian rental revenue.  In U.S. well servicing, revenue and
operating margin decreased relative to Q1 2016 based on a 12%
decrease in activity and pricing.  The revenue decreases in
Australia in Q1 2017 compared to Q1 2016 were based on a 22%
decrease in billable hours in Australia well servicing and a
decrease in trucking activity.  The decrease in billable hours, as
a result of having one less service rig and one less flush-by unit
on contract, were partially offset by higher rates, which were
based on a greater proportion of operating hours versus stand-by
hours in Q1 2017 relative to Q1 2016.  The decrease in billable
hours did negatively affect Australian operating margin in Q1 2017
as per hour operating margins were relatively flat compared to Q1
2016.

                         About Savanna

Savanna is a contract drilling and oilfield services company
operating in North America and Australia providing a broad range of
drilling, well servicing and related services with a focus on fit
for purpose technologies and industry-leading Aboriginal
relationships.


SCOTT A. BERGER: Unsecureds to Recover 25% Under Plan
-----------------------------------------------------
Scott A. Berger, M.D., P.A., filed with the U.S. Bankruptcy Court
for the Southern District of Florida a disclosure statement dated
May 3, 2017, referring to the Debtor's plan of reorganization.

Holders of Class 2 General Unsecured Claims of $1,500 or less or
allowed Class 3 claimants who agree to reduce their claim to $1,500
and agree to be treated as a Class 2 claimant will be paid 25% of
their allowed claim on the Effective Date.

Class 3 is all other general unsecured allowed claims not otherwise
dealt with in the Plan.  The Debtor proposes to distribute the sum
of $50,000 pro rata, without interest, to all allowed Class 3
claimants in one lump sum 90 days after the Effective Date.

The funds necessary for Class 1 and 3 will be paid by Scott A.
Berger and the Debtor.  The funds necessary for Class 2 will be
derived from the ongoing operations of the Debtor.

The Disclosure Statement is available at:

         http://bankrupt.com/misc/flsb16-19155-130.pdf

                  About Scott A. Berger, M.D.

Scott A. Berger, M.D., P.A., aka Pain Management Consultants of
South Florida, aka Pain Management Consultants of West Boca, is
based at 9970 Central Park Blvd #401, Boca Raton, Florida.

Scott A. Berger, M.D., P.A., filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Fla. Case No. 16-19155) on June 29, 2016.
Scott A. Berger, MD, director, signed the petition.  The Debtor is
represented by Tarek K. Kiem, Esq., at Rappaport Osborne Rappaport
& Kiem, PL.  The case is assigned to Judge Erik P. Kimball.  The
Debtor estimated assets at $100,000 to $500,000 and debt at $1
million to $10 million at the time of the filing.


SEMLER SCIENTIFIC: Extends Maturity of $1.5M Notes by 1 Year
------------------------------------------------------------
Semler Scientific, Inc., entered into an amendment to certain
outstanding promissory notes having an aggregate principal amount
of $1.5 million and certain outstanding warrants to acquire an
aggregate 228,572 shares of its common stock issued in connection
with such notes, in each case held by the Chang Family Trust, a
significant stockholder and the family trust of its former
director, William H.C. Chang.

As previously reported, in January 2016, the Company issued an
aggregate $1.5 million of promissory notes to the Chang Family
Trust, which notes, as issued, were to have matured two years from
the issuance date.  As amended, the maturity date for each note has
now been extended by 12 months, and the interest rate on the
$500,000 note has been increased to 10.0% for the final 12 months
of its term.  In each case, interest will accrue on the unpaid
principal and accrued interest as of the original two-year maturity
date in the final year term of the notes. The other terms of the
notes remain unchanged.

As previously reported, in connection with the issuance of the
notes, the Company issued the Chang Family Trust two-year warrants
to purchase an aggregate 228,572 shares of its common stock at an
exercise price of $1.75 per share.  As issued, the warrants were
not able to be exercised, absent receipt of stockholder approval,
if after such exercise the holder would be the beneficial owner of
more than 19.99% of the Company's common stock.  This condition was
removed by the amendments, and accordingly, stockholder approval is
no longer required.

In connection with the foregoing amendment, the Company issued the
Chang Family Trust a warrant to purchase 134,616 shares of its
common stock at an exercise price of $2.60 per share. The warrant
expires Jan. 21, 2022, three years after the latest maturity date
of the promissory notes, as amended.

                  About Semler Scientific

Semler Scientific, Inc., provides diagnostic and testing services
to healthcare insurers and physician groups.  The Portland,
Oregon-based Company develops, manufactures and  markets
proprietary products and services that assist healthcare providers
in evaluating and treating chronic diseases.

Semler Scientific reported a net loss of $2.55 million on $7.43
million of total revenue for the year ended Dec. 31, 2016, compared
to a net loss of $8.50 million on $7 million of total revenue for
the year ended Dec. 31, 2015.  The Company's balance sheet at Dec.
31, 2016, showed $3.07 million in total assets, $5.99 million in
total liabilities and a total stockholders' deficit of $2.91
million.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2016, citing that the Company has negative working capital, a
stockholders' deficit, recurring losses from operations and expects
continuing future losses that raise substantial doubt about its
ability to continue as a going concern.


SEMLER SCIENTIFIC: William H.C. Chang Reports 23.4% Stake
---------------------------------------------------------
William H.C. Chang is the beneficial owner of an aggregate of
1,328,494 shares of Semler Scientific, Inc.'s common stock
(approximately 23.4% based on 5,313,568 shares issued and
outstanding on March 16, 2017), according to a regulatory filing
with the Securities and Exchange Commission.  Mr. Chang shares
voting and investment control over those shares with his spouse, as
co-Trustee of the Chang Family Trust.  Such beneficial ownership
includes: (i) 965,306 shares of Semler's common stock; (ii) an
aggregate of 228,572 shares of Semler's common stock issuable upon
exercise of outstanding warrants, which have an exercise price of
$1.75 per share and expire January 2018; and (iii) 134,616 shares
of the Issuer's common stock issuable upon exercise of outstanding
warrants, which have an exercise price of $2.60 per share and
expire January 2022.

On May 2, 2017, Mr. Chang acquired warrants to purchase 134,616
shares of Semler's common stock at $2.60 per share, which warrants
expire Jan. 21, 2022.  Those warrants were issued in connection
with the agreement to extend the maturity date of certain
outstanding loans from Mr. Chang to the Issuer, which loans have an
aggregate principal amount of $1.5 million, and the amendment of
outstanding warrants to acquire an aggregate of 228,572 shares of
Semler's common stock at $1.75 per share issued in January 2016 in
connection with the extension of such loans, to remove the
requirement to obtain stockholder consent if the exercise of those
warrants would result in the Reporting Person having beneficial
ownership of more than 19.99% of Semler's common stock.

Mr. Chang consummated the transactions in order to acquire an
interest in Semler for investment purposes.  Depending upon future
evaluations of the business prospects of the Issuer and upon other
developments, including, but not limited to, general economic and
business conditions and stock market conditions, Mr. Chang said he
may purchase additional equity or other securities of the Issuer or
dispose of some or all of his holdings in the open market, in
public offerings, in privately negotiated transactions or in other
transactions, or in any combination of the foregoing, subject to
the Issuer's insider trading policy and relevant applicable
securities laws and regulations.

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

                    https://is.gd/ep3exO

                  About Semler Scientific

Semler Scientific, Inc., provides diagnostic and testing services
to healthcare insurers and physician groups.  The Portland,
Oregon-based Company develops, manufactures and  markets
proprietary products and services that assist healthcare providers
in evaluating and treating chronic diseases.

Semler Scientific reported a net loss of $2.55 million on $7.43
million of total revenue for the year ended Dec. 31, 2016, compared
to a net loss of $8.50 million on $7 million of total revenue for
the year ended Dec. 31, 2015.  The Company's balance sheet at Dec.
31, 2016, showed $3.07 million in total assets, $5.99 million in
total liabilities and a total stockholders' deficit of $2.91
million.

BDO USA, LLP, in New York, New York, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has negative working
capital, a stockholders' deficit, recurring losses from operations
and expects continuing future losses that raise substantial doubt
about its ability to continue as a going concern.


SHIRLEY MCCLURE: Reactory Buying Gaylord Property for $250K
-----------------------------------------------------------
John P. Reitman, Trustee of Shirley Foose McClure, asks the U.S.
Bankruptcy Court for the Central District of California to
authorize the sale of residential real property located at 145
North Otsego Drive, Gaylord, Michigan ("Otsego Property"), to
Rectory Realty, LLC, for $250,000, subject to overbid.

A hearing on the Motion is set for June 27, 2017 at 10:00 a.m.

The Estate owns three real properties in Gaylord Michigan: the
Otsego Property, another residential property located at and 93
Invitational Drive, Gaylord, Michigan ("Invitational Property"),
and the lot adjacent thereto.  By the Motion, the Trustee asks an
order authorizing the sale of the Otsego Property only.  The
Trustee has also found a purchaser for the Invitational Property,
and will bring a separate motion seeking an order authorizing the
sale of that property.

The Otsego Property is not encumbered by any secured debt.  On Aug.
1, 2016, shortly before the appointment of the Trustee, the Debtor
entered into a one-year Residential Lease Agreement pursuant to
which the Otsego Property was leased to a tenant, Gail Collins, for
$1,200 per month.  Nonetheless, the costs of repairing and
maintaining the Otsego Property have totaled $11,590 since the
appointment of the Trustee, and the Otsego Property has not
generated a positive cash flow for the Estate during the Trustee's
administration, prompting the Trustee to determine, in the exercise
of his sound business judgment, that a sale of the Otsego Property
is in the best interests of the Debtor's Estate and all having an
interest therein.

Apart from property insurance premiums in the aggregate amount of
$1,270, such maintenance and repair costs have included $4,953 for
repairs to the plumbing system, $922 for repairs to the basement of
the property which flooded in September 2016, $488 to replace a
broken clothes washing machine, and $2,289 in delinquent property
taxes that were not timely paid by the Debtor.  Moreover, in
February 2017, in the dead of the Michigan winter, the furnace in
the property failed, apparently because routine maintenance had not
been performed by the Debtor, occasioning the expenditure of an
additional $1,014 in diagnostic work.  The furnace has not been
repaired.  Ms. Collins has arranged, with the Trustee's agreement,
to terminate the lease and will shortly vacate the property.  The
defects in the furnace and the heating system have been disclosed
to the purchaser of the property and the property is to be sold "as
is."

On Jan. 1, 2017, the Trustee filed and served his application for
an Order of the Court authorizing the employment of Berkshire
Hathaway Michigan Real Estate as listing agent and broker for the
marketing and sale of the Michigan Properties.  The Debtor objected
to the Trustee's Application.  The Trustee timely filed and served
his reply to the Debtor's Objection and, following a hearing held
on Feb. 21, 2017, the Court entered its order overruling the
Debtor's Objection and granting the Trustee's Application on Feb.
28, 2017.

Berkshire Hathaway has been actively marketing the Otsego Property
since that time, and has received offers from two prospective
purchasers, which it forwarded to the Trustee.  The Trustee, in the
exercise of his sound business judgment, has agreed, subject to the
Court's approval, to sell the Otsego Property "as is" to the
Purchaser for $250,000.  The Purchaser is aware and acknowledges
that the furnace and heating system do not work properly.
Moreover, the Debtor has asserted that her son, Jason McClure,
claims ownership of certain personal property in the Otsego
Property.  Accordingly, the Purchaser has acknowledged that only
fixtures, built in appliances and a clothes washing machine
purchased by the Estate are included in the sale.  

The agreement between the Trustee and the Purchaser is memorialized
in the Purchase Agreement.  As is set forth therein, the Otsego
Property is being sold "as is," with no contingencies or
warranties.  The sale of the Otsego Property to the Purchaser is
subject to approval by the Court and to overbid, as set forth.  The
Purchaser has paid a deposit of $25,000 which has been placed in
escrow with Alpine Title & Escrow, and has agreed to pay the
remainder of the purchase price in cash upon the close of escrow.

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

     http://bankrupt.com/misc/Shirley_McClure_1190_Sales.pdf

The Trustee asks approval of these bidding procedures:

   a. Bid Deadline: June 21, 2017 at 4:00 p.m.

   b. Initial Overbid Amount: $260,000

   c. Deposit: $26,000

   d. Auction: At the hearing on the Motion on June 27, 2017 at
10:00 a.m.

   e. The closing date of the sale to the Successful Bidder will be
a date to which the Trustee and the Successful Bidder agree in
writing, but in no event more than 21 days after entry of the order
granting the Motion.

   f. If the sale to the Successful Bidder does not close within 21
days after entry of the order granting the Motion, for any reason
other than the fault of the Trustee, the Trustee may retain the
entire deposit amount submitted by the Successful Bidder without
recourse by such bidder.

The bidding procedure proposed by the Trustee is designed to
encourage competitive bidding while ensuring that all persons
participating in the auction process have the financial wherewithal
to close the sale in a timely fashion.  The Trustee believes that
this procedure will permit him to achieve the highest price for the
Otsego Property without unduly delaying the sale, and therefore the
procedure should be approved by the Court.

The Trustee is not aware of any liens claims and interests
encumbering the Otsego Property, other than certain real property
taxes which were disclosed in a preliminary title report, and which
the Trustee believes he has already paid.

The Trustee asks authority to pay from escrow a total commission of
up to 7% of the final purchase price to Berkshire Hathaway; and the
seller's customary costs of sale, including title and escrow
charges, from escrow.  The Trustee will not be able to close escrow
without paying these amounts, and the claims that will be satisfied
would otherwise constitute administrative expense claims.

The Trustee should be authorized to sell the Otsego Property
outside of the ordinary course of business, because the Otsego
Property is an asset of the Estate that can be liquidated to
generate funds for the payment of creditors, and because the costs
of its maintenance and repair constitute a drain on the Estate.
The Otsego Property is not the Debtor's residence, and the Debtor
has not (and could not) claim any homestead exemption with respect
to it.  Accordingly, the Trustee asks the Court to approve the sale
of the Otsego Property to the Buyer free and clear of all liens,
claims, and interests; and for such other and further relief it
deems just and proper.

The Trustee asks that the Court waive the 14-day stay on the
effectiveness of the Order authorizing the sale of estate property
imposed by Federal Rule of Bankruptcy Procedure 6004(h).

The Purchaser can be reached at:

          REACTORY REALTY, LLC
          P.O. Box 577
          Gaylord, MI 49734

                  About Shirley Foose McClure

Shirley Foose McClure sought Chapter 11 protection (Bankr. C.D.
Cal. Case No. 13-10386) on Dec. 21, 2012.  The Debtor's estate is
comprised of her interest in multiple parcels of income producing
real property in Southern California, San Francisco, Maui and
Michigan and claims asserted in two lawsuits against attorneys who
formerly represented her.

On July 12, 2016, the Court entered an order directing the Office
of the U.S. Trustee to appoint a Chapter 11 trustee.  On July 27,
2016, the U.S. Trustee appointed John P. Reitman as Chapter 11
trustee.  On Aug. 3, 2016, the Court entered its order approving
the appointment of Mr. Reitman as the Trustee.

Counsel for the Chapter 11 Trustee:

         Jon L.R. Dalberg
         LANDAU GOTTFRIED & BERGER LLP
         1801 Century Park East, Suite 700
         Los Angeles, California
         Telephone: (310) 557-0050
         Facsimile: (310) 557-0056
         E-mail: jdalberg@lgbfirm.com


SITEONE LANDSCAPE: Term Loan Repricing Credit Pos, Moody's Says
---------------------------------------------------------------
Moody's Investors Service said that SiteOne Landscape Supply
Holding, LLC's proposed repricing of its $297 million first lien
senior secured term loan due 2022 is credit positive given that it
will reduce interest expense by about $3 million and incrementally
improve free cash flow. The lower interest expense will also
slightly improve the company's interest coverage with EBITDA less
capex to interest reaching about 3.6x from 3.3x currently. However,
SiteOne's B1 Corporate Family Rating, B2 senior secured first lien
term loan rating and stable outlook are not affected.

SiteOne Landscape Supply Holding, LLC, headquartered in Roswell,
Georgia and formerly known as John Deere Landscapes, is a national
wholesale distributor of landscaping supplies in the U.S. and
Canada. The company offers approximately 100,000 SKUs, including
irrigation supplies, landscape accessories, fertilized and nursery
products, hardscapes, and maintenance supplies and operates through
over 478 locations. Its customers include residential and
commercial landscape professionals. Clayton Dubilier & Rice and
Deere & Company own approximately 14% of SiteOne. In the last
twelve months ending April 2, 2017, the company generated
approximately $1.65 billion in revenues.



SIXTY SIXTY CONDO: Must File Amended Plan & Disclosures by May 23
-----------------------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida has given Sixty Sixty Condominium
Association, Inc., until May 23, 2017, to file an amended plan of
reorganization and amended disclosure statement.

The Amended Plan and Disclosure Statement must incorporate the
following provisions:

     a. the Debtor will eliminate all plan provisions that change
        the voting rights of the unit owners.  Any changes to
        voting rights may only be accomplished in compliance with
        the applicable provisions in the Declaration and the By-
        Laws;

     b. in the disclosure relating to the bulk sale alternative,
        the Debtor will disclose the Right of First Refusal Issue
        and will describe the two possible outcomes; and

     c. the Debtor shall make the changes it agreed to make as
        described in paragraph 12 of the Debtor's reply to resolve

        Florida Building & Supply, Inc.'s objection to the
        Disclosure Statement.

The deadline for parties in interest to file objections to the
Amended Disclosure Statement is June 9, 2017.

The Court will hold a hearing to consider approval of the Debtor's
Amended Disclosure Statement on June 21, 2017, at 2:00 p.m.

Two parties filed objections to the Disclosure Statement: FBS's
objection to the Debtor's Disclosure Statement in support of the
Plan and Secured Creditor, Schecher Group, Inc.'s (I) objection to
Disclosure Statement in support of the Plan and (II) request for
dismissal of the Debtor's Chapter 11 case.  Prior to the hearing,
in a reply filed by the Debtor to the two objections to the
Disclosure Statement, the Debtor agreed to make several changes in
order to address the concerns of FBS.

The Schecher Group's Objection brings up, among other things, its
right of first refusal in Section 17.1 of the Declaration of Sixty
Sixty Condominium.  The Schecher Group argues that its right of
first refusal allows it to match the price allocated to each
individual unit and to buy individual units at that price
notwithstanding the Debtor's request to approve a bulk sale in its
Plan and Disclosure Statement.  The Debtor, in turn, argues that
the right of first refusal requires the Schecher Group to match the
purchase price for all of the units that would be included in a
bulk sale offer made by a potential buyer.

Although raised in the Schecher Group's Objection to the Disclosure
Statement, the Right of First Refusal Issue also relates to the
Debtor's application to employ broker and approve bid procedures.

The Court is denying as moot the FBS Objection, sustaining in part
the Schecher Group's Objection, requiring the Debtor to file an
Amended Plan and an Amended Disclosure Statement and setting a
hearing to consider the approval of the Amended Disclosure
Statement.  The Court is also setting a briefing schedule on the
Right of First Refusal Issue, and continuing the hearings on the
application to employ broker and approve bid procedures and the
application to employ manager.

The Schecher Group's Objection to the Disclosure Statement is
sustained in part to the extent the Debtor seeks to amend the
voting rights of Unit Owners, the Debtor, and the Schecher Group
pursuant to a chapter 11 plan and in violation of the Declaration
and the By-Laws of Sixty Sixty Condominium Association, Inc.  The
Court finds that the Debtor cannot rely on 11 U.S.C. Section
1123(a)(5)(I) to dilute the voting rights of the Schecher Group in
a Plan.  The Schecher Group has vested property rights to the votes
provided to it in the Declaration and the By-Laws, both of which
are covenants that run with the land and that define the property
rights between the Debtor, Unit Owners, and the Schecher Group.  

The Schecher Group's request for dismissal in its Objection is
denied without prejudice.

By May 26, 2017, the Schecher Group will file an objection to the
application to employ broker and approve bid procedures addressing
the Right of First Refusal Issue.  The Debtor will file a response
to the Schecher Group's objection to the application to employ
broker and approve bid procedures by June 9, 2017.  The Court will
conduct a further hearing on the application to employ broker and
approve bid procedures and the application to employ manager on
June 21, 2017, at 2:00 p.m.

          About Sixty Sixty Condominium Association, Inc

Sixty Sixty Condominium is a mixed-use hotel/residential building
located at 6060 Indian Creek Drive in Miami Beach, Florida.  It is
a not-for-profit corporation. It is responsible for, among other
things, the management, operation, and maintenance of the
Condominium's "Common Elements", and other obligations imposed by
state statute.

Sixty Sixty Condominium Association, Inc., filed a Chapter 11
bankruptcy petition (Bankr. S.D. Fla. Case No. 16-26187) on Dec. 5,
2016, listing $100,000 to $500,000 in total assets, and $1 million
to $10 million in liabilities.  The petition was signed by Maria
Velez, president of the Board of Directors.

The Hon. Robert A Mark presides over the case.  Brett D. Lieberman,
Esq., at Messana, P.A., represents the Debtor as counsel.


SMART WORLDWIDE: S&P Puts 'B' CCR on CreditWatch Positive
---------------------------------------------------------
S&P Global Ratings placed its 'B' corporate credit rating on
Newark, Calif.-based SMART Worldwide Holdings Inc. and all
issue-level ratings on the firm's debt on CreditWatch with positive
implications.

"The CreditWatch placement follows SMART's announcement that it
intends to sell 5.3 million shares in an IPO for proceeds of
approximately $67 million, and to use $60 million of the proceeds
to repay outstanding indebtedness," said S&P Global Ratings credit
analyst James Thomas.  S&P expects that this transaction, once
completed, will lower adjusted leverage to under 3x and reduce
Silver Lake's ownership stake of the company to approximately 62%.
A stabilizing economic climate in Brazil and strong growth from
specialty NAND modules have enabled SMART to report three
consecutive quarters of double-digit revenue growth, and S&P
expects leverage to remain under 3x post-IPO.  S&P believes that
the combined effect of lower leverage and reduced financial sponsor
ownership could lead us to upgrade SMART in the event of a
successful IPO.


SOUTHERN SANDBLASTING: Hires Kevin Riles Commercial as Broker
-------------------------------------------------------------
Southern Sandblasting & Coatings, Inc., seeks authorization from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ Kevin Riles Commercial as real estate broker.

The Debtor requires Riles to sell the real property at 8458 FM
1960, Dayton, Liberty County, TX 77535-5726.

The Debtor will pay a 6% brokers fee to Riles upon the
sale of the Property.

Kevin Riles, broker at Kevin Riles Commercial, 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.

Riles may be reached at:

     Kevin Riles
     Kevin Riles Commercial
     14090 Southwest Freeway, Suite 300
     Sugar Land, TX 77478
     Phone: 281-403-3700
     Fax: 832-553-2993
     Email: kevin@KevinRilesCommercial.com

              About Southern Sandblasting & Coatings

Southern Sandblasting & Coatings, Inc., based in Humble, TX, filed
a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-30823) on
February 7, 2017. The Hon. Jeff Bohm presides over the case. Reese
W. Baker, Esq., at Baker & Associates, serves as bankruptcy
counsel.

In its petition, the Debtor estimated $500,000 to $1 million in
assets and $1 million to $10 million in liabilities. The petition
was signed by Ernest W. Watson, Jr., president.


SPENDSMART NETWORKS: Extends $275K Note Maturity to July 2017
-------------------------------------------------------------
Spendsmart Networks, Inc. amended one May 5, 2015 9% Convertible
Promissory Note with a principal amount of $275,000 as follows: the
maturity date was extended to July 7, 2017, and in the event the
borrower completes an asset sale or capital raise of more than
$275,000, then the Notes will automatically immediately become due
and payable, as disclosed in a Form 8-K report filed with the
Securities and Exchange Commission.

                  About SpendSmart Networks

SpendSmart Networks provides proprietary loyalty systems and a
suite of digital engagement and marketing services that help local
merchants build relationships with consumers and drive revenue.
These services are implemented and supported by a vast network of
certified digital marketing specialists, aka "Certified
Masterminds," who drive revenue and consumer relationships for
merchants via loyalty programs, mobile marketing and website
development.  Consumers' dollars go further when they spend it with
merchants in the SpendSmart network of merchants, as they receive
exclusive deals, earn rewards and ultimately build a connection
with their favorite merchants.

Spendsmart Networks reported a net loss of $11.9 million on $5.58
million of total revenues for the year ended Dec. 31, 2015,
compared to a net loss of $12.2 million on $4.03 million of total
revenues for the year ended Dec. 31, 2014.  As of Sept. 30, 2016,
Spendsmart Networks had $3.27 million in total assets, $6.48
million in total liabilities and a total stockholders' deficit of
$3.21 million.

EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has recurring losses
and has yet to establish a profitable operation and at
Dec. 31, 2015, has negative working capital and stockholders'
deficit.  These factors among others raise substantial doubt about
its ability to continue as a going concern.


SUNEDISON INC: Chubb Companies Object to Disclosure Statement
-------------------------------------------------------------
ACE American Insurance Company, Illinois Union Insurance Company,
et al. (the "Chubb Companies") object to the disclosure statement
explaining the joint plan of reorganization of SunEdison, Inc., and
its debtor affiliates.

The Chubb Companies complain it is improper for the Debtors to seek
to continue to receive the benefits of the insurance programs while
they intend to satisfy only a portion of their obligations to the
Chubb Companies under a single insurance policy, namely the
Debtors' obligations under the D&O Insurance.  The Chubb Companies
assert that because the Debtors seek to continue to receive the
benefits of the Insurance Programs, the Debtors must remain liable
for the obligations arising under each of the insurance programs.

The Arizona Public Service Company; Kohl's Department Stores, Inc.;
Municipal Employees Retirement System of Michigan, as lead
plaintiff, and the Class; Thomas Clemens Jensen; Jan Anskjaer;
Jason Eschenbrenner; and Kevin Mui; also filed separate objections
to the approval of the Disclosure Statement.

The Chubb Companies are represented by:

     Wendy M. Simkulak, Esq.
     DUANE MORRIS LLP
     1540 Broadway, 14th Floor
     New York, NY 10036-4086
     Tel: (212) 692-1000
     Fax: (212) 692-1020

        -- and --

     Walter W. Gouldsbury III, Esq.
     DUANE MORRIS LLP
     30 South 17th Street
     Philadelphia, PA 19103-4196
     Tel: (215) 979-1000
     Fax: (215) 979-1020

                     About SunEdison, Inc.

SunEdison, Inc. (OTC PINK: SUNEQ) is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean
power generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.

On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017).  Martin H. Truong, the senior vice
president, general counsel and secretary, signed the petitions.
The Debtors disclosed total assets of $20.7 billion and total debt
of $16.1 billion as of Sept. 30, 2015.

The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent.  The Debtors
employed
PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as
their auditor and tax consultant.

SunEdison also has tapped Eversheds LLP as its special counsel for
Great Britain and the Middle East. Cohen & Gresser LLP has also
been retained as special counsel.

The Debtors retained Ernst &Young LLP to provide tax-related
services.  Keen-Summit Capital Partners LLC has been hired as real
estate advisor.  Binswanger of Texas, Inc. also has been retained
as real estate agent.

Sullivan & Cromwell LLP serves as counsel to TerraForm Power,
Inc., and TerraForm Global, Inc.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.  Togut, Segal & Segal LLP and Kobre & Kim LLP serve as
conflicts counsel.  Alvarez & Marsal North America, LLC, serves as
the Committee's financial advisors.

Counsel to the administrative agent under the Debtors' prepetition
first lien credit agreement are Richard Levy, Esq., and Brad
Kotler, Esq., at Latham & Watkins.

Counsel to the administrative agent under the postpetition DIP
financing facility are Scott Greissman, Esq., and Elizabeth Feld,
Esq. at White & Case LLP.

Counsel to the Tranche B Lenders (as defined in the DIP credit
agreement) and the steering committee of the second lien creditors
are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss
Hauer & Field, LLP.

Counsel to the administrative agent under the Debtors' prepetition
second lien credit agreement is Daniel S. Brown, Esq., at
Pillsbury
Winthrop Shaw Pittman LLP.

The collateral trustee under the Debtors' prepetition second lien
credit agreement and the indenture trustee under each of the
Debtors' outstanding bond issuances, is represented by Marie C.
Pollio, Esq., at Shipman & Goodwin LLP.

Counsel to the ad hoc group of certain holders of the Debtors'
convertible senior notes is White & Case LLP's Tom Lauria, Esq.


SUNEDISON INC: Shareholder Group Voices Concerns Over Disclosures
-----------------------------------------------------------------
The following statement is being issued by the SunEdison
Shareholder Group regarding SunEdison.

On April 8, 2017, members of the SunEdison Shareholder Group filed
a preliminary objection to the Disclosure Statement for SunEdison's
proposed plan of liquidation, asking the Court to require that the
company correct the informational deficiency which has plagued its
chapter 11 cases since their inception.

The objection alleges that SunEdison's Disclosure Statement is
murky about a host of critical issues, notably including the
failure to identify what happened to almost $20 billion in
investment capital, the eradication of SunEdison's lucrative
servicing business, and SunEdison's decision to liquidate rather
than reorganize.

According to the publicly filed objection, "shareholders as a group
have had no practical ability to pursue discovery, let alone an
opportunity to engage with the Debtors or the Creditors' Committee.
Importantly, no independent party, such as an examiner, has been
appointed to look into and report on the facts behind SunEdison's
collapse and to 'follow the money.'"

Jordan Danelz, chair of the group explains: "The Disclosure
Statement raises many more questions than it answers.  The Debtors
cannot expect shareholders to accept the bald assertion that our
investments have been completely eliminated -- and go on our merry
way.  We deserve answers and we intend to get them."

The SunEdison Shareholder Group consists of over 1,000 individual
investors in SunEdison representing at least eight percent of
SunEdison's total outstanding shares.  Certain members of the group
have pooled their resources to hire lawyers and financial advisors
to assert their rights.

Interested parties can view the objection on the website.

All shareholders are urged to protect their investments by visiting
www.SUNEQ-Equity.com or emailing join@suneq-equity.com.

                      About SunEdison, Inc.

SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean power
generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.

On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017).  Martin H. Truong, the senior vice
president, general counsel and secretary, signed the petitions.
The Debtors disclosed total assets of $20.7 billion and total debt
of $16.1 billion as of Sept. 30, 2015.

The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent.  The Debtors employed
PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as
their auditor and tax consultant.

SunEdison also has tapped Eversheds LLP as its special counsel for
Great Britain and the Middle East. Cohen & Gresser LLP has also
been retained as special counsel.

The Debtors retained Ernst &Young LLP to provide tax-related
services.  Keen-Summit Capital Partners LLC has been hired as real
estate advisor.  Binswanger of Texas, Inc. also has been retained
as real estate agent.

Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc.,
and TerraForm Global, Inc.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.  Togut, Segal & Segal LLP and Kobre & Kim LLP serve as
conflicts counsel.  Alvarez & Marsal North America, LLC, serves as
the Committee's financial advisors.

Counsel to the administrative agent under the Debtors' prepetition
first lien credit agreement are Richard Levy, Esq., and Brad
Kotler, Esq., at Latham & Watkins.

Counsel to the administrative agent under the postpetition DIP
financing facility are Scott Greissman, Esq., and Elizabeth Feld,
Esq. at White & Case LLP.

Counsel to the Tranche B Lenders (as defined in the DIP credit
agreement) and the steering committee of the second lien creditors
are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss
Hauer & Field, LLP.

Counsel to the administrative agent under the Debtors' prepetition
second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.

The collateral trustee under the Debtors' prepetition second lien
credit agreement and the indenture trustee under each of the
Debtors' outstanding bond issuances, is represented by Marie C.
Pollio, Esq., at Shipman & Goodwin LLP.

Counsel to the ad hoc group of certain holders of the Debtors'
convertible senior notes is White & Case LLP's Tom Lauria, Esq.


SURGERY CENTER: Moody's Affirms B3 CFR, Outlook Developing
----------------------------------------------------------
Moody's Investors Service affirmed the ratings for Surgery Center
Holdings, Inc., including the B3 Corporate Family Rating (CFR) and
B3-PD Probability of Default Rating. Moody's also affirmed the B2
senior secured credit facility ratings, Caa2 senior unsecured notes
rating, and the SGL-2 Speculative Grade Liquidity Rating. Lastly,
Moody's changed the outlook on Surgery Partners to developing from
positive.

These actions follow Surgery Partners' announcement that it will
purchase National Surgical Hospitals, Inc.("NSH", B2 stable) for
$760 million. This transaction will also provide an exit for H.I.G.
Capital, which will sell its controlling 55% stake in Surgery
Partners' common equity to Bain Capital Private Equity. The
transaction's completion is expected to occur in 2017.

The affirmation of the B3 CFR reflects Moody's view that pro forma
leverage will not be materially different from Surgery Partners'
current leverage level. The developing outlook reflects uncertainty
around the final terms and composition of the capital structure,
which will inform Moody's view on liquidity, and deleveraging
capabilities. Moody's will also weigh the benefits of the NSH
acquisition (e.g. -- greater scale, business diversification, and
potential synergies) against the integration risk associated with
this relatively large transaction.

Ratings affirmed:

Surgery Center Holdings, Inc.

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

Senior secured credit facilities at B2 (LGD 3)

Senior unsecured notes at Caa2 (LGD 5)

Speculative Grade Liquidity Rating of SGL-2

Outlook change:

Surgery Center Holdings, Inc.

The outlook is developing.

Moody's is correcting its database to reflect the LGD assessment of
LGD5-88% relating to the Caa2 rating assigned on March 22, 2016 to
the $400M notes due April 15, 2021.

RATINGS RATIONALE

The B3 Corporate Family Rating reflects Surgery Partners' high
financial leverage and the company's aggressive acquisition
strategy. While Moody's expects earnings growth over the next 12-18
months, Moody's believes that free cash flow will be used primarily
for acquisitions and not debt repayment. The rating is also
constrained by the elective nature of many procedures performed in
ambulatory surgery centers (ASCs), meaning that patients can delay
or forego treatment in times of economic weakness. Further, the
ratings are constrained by risk stemming from exposure to
government payers (mostly Medicare, which Moody's acknowledge has
recently been a relatively stable payer), which could lead to
future reimbursement pressures on ASCs. The ratings are supported
by Moody's expectation of favorable industry fundamentals over the
longer term as payers, including Medicare and private insurers,
continue to drive patients out of hospitals and into less costly
points of care, such as ASCs. The rating also benefits from the
company's strong market position and good case mix that favors
procedures with higher reimbursements.

The SGL-2 Speculative Grade Liquidity Rating reflects Surgery
Partners' good liquidity, owing to its cash, revolver availability,
and good free cash flow generation. Moody's will reassess the
liquidity once more details are known about the new capital
structure.

Surgery Center Holdings, Inc., headquartered in Nashville, TN, is
an operator of short stay surgical facilities and physician
practices in 29 states. The surgical facilities, which include ASCs
and surgical hospitals, primarily provide non-emergency surgical
procedures across many specialties, including, among others,
cardiology, gastroenterology, ophthalmology, orthopedics and pain
management. In addition to surgical facilities, Surgery Partners
also provides ancillary services including physician practice
services, anesthesia services, a diagnostic laboratory, a specialty
pharmacy and optical services. The company operates 104 facilities,
comprised of 99 ASC's and five surgical hospitals. Surgery
Partners' is 55% owned by H.I.G. Capital LLC. and listed on the
NASDAQ. Revenue for the period ended December 31, 2016 was $1.145
billion.

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


TIDEWATER INC: Enters Into Restructuring Support Agreement
----------------------------------------------------------
Tidewater Inc. on May 12, 2017, disclosed that it has entered into
a Restructuring Support Agreement ("RSA") with certain of its
lenders under Tidewater's Fourth Amended and Restated Revolving
Credit Agreement, dated as of June 21, 2013 (the "Credit
Agreement") and holders of Tidewater Senior Notes due in 2017,
2018, 2019, 2020, 2021, 2022, 2023 and 2025 (the "Senior Notes"),
as applicable (collectively, the "Consenting Creditors") to
effectuate a proposed prepackaged plan of reorganization (the
"Prepackaged Plan") that will substantially deleverage the
Company's balance sheet and better position the Company to weather
the extended downturn in the offshore energy industry while
maintaining the Company's position as a worldwide market leader in
offshore vessel services.

As contemplated by the RSA, the Company and certain of its
subsidiaries expect to file chapter 11 cases in Delaware by May 17,
2017 to implement the Prepackaged Plan.  The Prepackaged Plan,
described in greater detail below, has the support of the Company's
lenders holding 60% of the outstanding principal amount of loans
under the Credit Agreement and holders of 99% of the aggregate
outstanding principal amount of Tidewater's Senior Notes.

The Company's management has been in discussions with the New York
Stock Exchange ("NYSE") regarding maintaining its current listing
through this restructuring process.  Although, as previously
disclosed, the Company was recently notified by the NYSE that it
has fallen below the continued listing standard that requires
listed companies to maintain an average closing price per share of
at least $1.00 over a consecutive 30 trading-day period, the
Company has notified the NYSE of its intent to cure and has until
October 18, 2017 to regain compliance with that particular
standard.  Upon completion of the restructuring, it is expected
that Tidewater will remain a publicly-traded company and, subject
to the Company's compliance with all other NYSE listing standards,
will continue to have its common stock listed for trading on the
NYSE both during and after the restructuring process.

Jeffrey Platt, President and Chief Executive Officer of Tidewater,
said, "As we continue to navigate this unprecedented industry
downturn, we are pleased that we have reached an agreement which
should allow Tidewater to significantly reduce its debt burden and
provide sound financial footing for the company's future.  We
believe that successful completion of our restructuring will
provide the necessary liquidity and operational flexibility for
Tidewater to continue to operate at lower levels of activity until
offshore drilling activity recovers and more reasonable levels of
vessel utilization and day rates are restored.  I want to thank our
employees and other stakeholders for their continued hard work and
dedication as we complete the restructuring process."

Under the Prepackaged Plan:

   -- The lenders under the Credit Agreement, holders of the Senior
Notes and certain lessor parties under certain sale/leaseback
agreements (the "General Unsecured Creditors") will receive their
pro rata share of:

  -- Existing shares of Tidewater common stock will be cancelled
and existing common stockholders of the Company will receive:

  -- The undisputed claims of other unsecured creditors such as
customers, employees, and vendors, will be paid in full in the
ordinary course of business (except as otherwise agreed among the
parties).

The Company's Norwegian term loan facility, which is guaranteed by
the Company and other contemplated debtors, will remain in place
during the chapter 11 cases.  Pursuant to a forbearance agreement,
the lenders under this term loan facility have agreed that they
will not enforce, or take action to enforce, any of the rights and
remedies otherwise available to them under their term loan
facility, subject to certain termination rights.

During the chapter 11 cases, Tidewater plans to reject certain
sale-leaseback agreements for leased vessels currently in the
company's fleet, and to limit the resulting rejection damages
claims to approximately $131 million.  However, counterparties to
the sale-leaseback agreements dispute the amount of the rejection
damages claims and a final resolution of the amount of such claims
will be subject to litigation.  As a result, there is no certainty
as to the final amount of sale-leaseback rejection damages claims
that will be treated pursuant to the Prepackaged Plan.

Equity issued by reorganized Tidewater under the management
incentive plan and upon exercise of the warrants issued to existing
shareholders will further dilute the equity recovery for the
holders of funded debt and sale/leaseback claims, as well as the
existing shareholders described above.

Upon the effectuation of the Prepackaged Plan, Tidewater expects
that it will eliminate approximately $1.6 billion in principal of
outstanding debt.  In addition, considering the rejection of
certain sale-leaseback agreements discussed above, the Company
estimates that interest and operating lease expenses will be
reduced by approximately $73 million annually.

All aspects of the Prepackaged Plan remain subject to Bankruptcy
Court approval and satisfaction of conditions set forth in the
Prepackaged Plan.

The Company expects that it has sufficient liquidity to operate its
business while the chapter 11 cases are pending, and does not
expect that its ability to serve its customers will be impaired in
any way during such time.  In addition, the Company anticipates
paying its employees and vendors in the ordinary course of business
during the chapter 11 cases.

Pursuant to the RSA, the Consenting Creditors have agreed to vote
in favor of the Prepackaged Plan. The RSA is subject to customary
termination rights upon the occurrence of certain events,
including, without limitation, the failure of the Company to
commence solicitation or file the Prepackaged Plan with the
Bankruptcy Court by specified dates.

Jones Act Warrants

To assure the continuing ability of certain vessels owned by the
Company's subsidiaries to engage in U.S. coastwise trade, the
number of shares of the Company's common stock otherwise issuable
to the allowed General Unsecured Creditors may be adjusted to
assure that the foreign ownership limitations of the United States
Jones Act are not exceeded.  The Jones Act requires any corporation
that engages in coastwise trade be a U.S. citizen within the
meaning of that law, which requires, among other things, that the
aggregate ownership of common stock by non-U.S. citizens within the
meaning of the Jones Act be not more than 25% of its outstanding
common stock.  The Prepackaged Plan requires that, at the time
Tidewater emerges from bankruptcy, not more than 22% of its common
stock be held by non-U.S. citizens.  In support thereof, the
Prepackaged Plan provides for the issuance of a combination of
common stock and the Jones Act Warrants on a pro rata basis to any
non-U.S. citizen among the allowed General Unsecured Creditors
whose ownership of common stock, when combined with the shares to
be issued to current Tidewater stockholders that are non-U.S.
citizens, would otherwise cause the 22% threshold to be exceeded.
The Jones Act Warrants will not grant the holder thereof any voting
or control rights or dividend rights, or contain any negative
covenants restricting the operation of Tidewater's business.
Generally, the Jones Act warrants will be exercisable immediately
at a nominal exercise price, subject to Jones Act restrictions that
prohibit the exercise of such warrants where such exercise would
cause the total number of shares held by non-U.S. citizens to
exceed 24%, a limit that will be established in the amended and
restated certificate of incorporation of Tidewater.  Tidewater will
establish, under its charter and through DTC, appropriate measures
to assure compliance with these ownership limitations.

AdvisorsWeil, Gotshal & Manges LLP is acting as restructuring
counsel, Jones Walker LLP is acting as corporate counsel, Lazard
Frères & Co. is acting as investment banker, and AlixPartners, LLP
is acting as restructuring advisor to the Company in connection
with its restructuring efforts.  Morgan, Lewis & Bockius LLP is
acting as legal counsel and FTI Consulting, Inc., LLC is acting as
financial advisor to the Credit Agreement agent.  Paul, Weiss,
Rifkind, Wharton & Garrison LLP and Blank Rome LLP are acting as
legal counsel and Houlihan Lokey Capital, Inc. is acting as
financial advisor to the holders of Senior Notes.

Tidewater is a provider of OSVs to the global energy industry.


TIMOTHY MCCLINCY: Wong Buying Federal Way Property for $425K
------------------------------------------------------------
Timothy William McClincy asks the U.S. Bankruptcy Court for the
Western District of Washington to authorize the sale of his real
property located at 3339 18th Lane South A, B, Federal Way,
Washington, tax parcel # 7978200075, to Shawn Wong for $425,000.

A hearing on the Motion is set for June 2, 2017 at 9:30 a.m.  The
objection deadline is May 26, 2017.

The Reorganized Debtor confirmed his Second Amended Plan of
Reorganization on June 29, 2016.  On May 1, 2017, the Court
approved the modification of his confirmed Second Amended Plan, as
set forth in the Reorganized Debtor's Fourth Amended Plan of
Reorganization.

One of the primary reasons that the Reorganized Debtor filed the
Chapter 11 case was due to the entry of a large judgment entered
against him in Washington State Court ("Carpenter Judgment"), which
he subsequently appealed and which was considered by the Washington
State Court of Appeals, Division I, Appeal No. 73066-5-1.  His
confirmed Plan contemplates the liquidation of certain real
property if he is unsuccessful in the State Court Appeal.

On April 3, 2017, the Washington State Court of Appeals issued its
decision upholding the Carpenter Judgment in nearly all respects.
Subsequently, the Reorganized Debtor filed a petition for review to
the Washington State Supreme Court.  That petition has not yet been
adjudicated.

On April 28, 2017, the Reorganized Debtor filed an Ex Parte
Application to Approve Employment of Gregory Skagen and Windermere
Real Estate as Reorganized Debtor's Real Estate Brokers/ Agents,
which was granted by the Court on May 2, 2017.  The Broker
Employment Order authorized Mr. Skagen to market and list all of
the real property of the estate, including but not limited to the
Property.  The value of the Property listed in the Reorganized
Debtor's schedules is $320,000.  The tax assessed value of the
Property is $261,000.

The Property was originally listed at $375,000.  Since beginning to
market the Property, Mr. Skagen has received several offers at or
in excess of the original listing amount.  As noted, the highest
and best offer Mr. Skagen has received is from the Buyer, for
$425,000, cash at closing.

The PSA is contingent upon Court Approval and a lot line revision
occurring on July 30, 2017 or sooner.  Finally, the PSA contains an
escalation clause in the event that a higher offer is received
prior to closing.

The April 27, 2017 Title Report of the Property reflects
outstanding real property taxes owing on the Property in the amount
of $1,869.  There are no other known liens against the Property.

From the gross proceeds generated from the sale of the Property,
the Reorganized Debtor proposes to pay: (i) all normal costs of
sale, including real estate commissions and seller's closing costs;
(ii) all pro-rated outstanding real estate taxes owed to King
County; (iii) the current balance owing to the first position deed
of trust holder, Mortgage Electronic Registration Systems, Inc.,
Acting as a Nominee for Lender and Lender's Successors and Assigns
Plaza Home Mortgage, Inc. at the time of closing (estimated to be
approximately $125,000); and (iv) all outstanding administrative
expenses previously approved by the Court in the case (TTLG is owed
approximately $26,600 in previously approved fees and costs at the
time of the drafting of the Motion).  The remaining sale proceeds
will be held in a segregated interest bearing account by either the
Reorganized Debtor, or by the Reorganized Debtor's counsel, TTLG,
as the Court may determine, for distribution consistent with the
terms of his confirmed Plan.

Counsel for the Debtor:

          J. Todd Tracy, Esq.
          Steven J. Reilly, Esq.
          THE TRACY LAW GROUP PLC
          720 Olive Way, Suite 1000
          Seattle, WA 98101
          Telephone: (206) 624-9894
          Facsimile: (206) 624-8598

Timothy William McClincy sought Chapter 11 protection (Bankr. W.D.
Wash. Case No. 16-10176) on Jan. 15, 2016.


TITANS OF MAVERICKS: Asset Auction Scheduled for June 1
-------------------------------------------------------
Based upon expressions of interest from a diverse range of
potential buyers, Titans of Mavericks has decided to proceed with
an auction of its business-related assets.  The decision to move
forward with an open auction allows all interested and qualified
parties the best opportunity to bid for the coveted brand.  The
company has aggressively pursued a transaction, and has attracted
the attention of private equity firms, sports brands, media and
internet companies, national television networks, and a handful of
ultra high-net worth individuals that either own national sports
teams or have a vested interest in media and culture.  The company
intends to effectuate the sale "free and clear" of all claims by
way of procedures available under the Bankruptcy Code.  On
Wednesday May 10, 2017 the United States Bankruptcy Court for the
Central District of California Los Angeles division approved the
auction and bidding procedures for the auction.

"Having many connections and relationships spanning across a
dynamic range of industries, and after substantive discussions with
individual and corporate investors, I believe the auction process
creates a level playing field designed to maximize the value
obtained for the company's assets," said Griffin Guess, Titans of
Mavericks founder.

Reputable insiders have evaluated the property and its related
assets to be much greater than the opening floor price.  The
auction will be conducted on June 1, 2017 in Los Angeles, CA, with
an opening floor price of $1,000,000.  For details concerning the
bid procedures and participation in the auction, interested parties
should contact the company or the law offices of Levene, Neale,
Bender, Yoo & Brill L.L.P. prior to May 25th.

                   About Titans of Mavericks

Titans of Mavericks, LLC -- http://www.titansofmavericks.com/-- is
a lifestyle brand and the world's premiere big wave surfing action
sports event that takes place south of San Francisco, in Northern
California.  Thirty of the world's best athletes compete annually
in the biggest conditions that can reach up 60 feet in wave height.
Titans of Mavericks is an expansive brand that includes media,
distribution, apparel, hard and soft goods, festival, and
licensing.

Titans of Mavericks filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 17-11181) on Jan. 31, 2017, estimating less than $1
million in assets and liabilities.  David L. Neale, Esq., at Levene
Neale Bender Yoo & Brill LLP, is serving as counsel to the Debtor.


TITANS OF MAVERICKS: Athletes Want New, More Professional Owner
---------------------------------------------------------------
Stephanie Gleason, writing for The Wall Street Journal Pro
Bankruptcy, reported that one of the big-wave surfing's premier
contests held at the legendary Mavericks surf spot in California is
about to hit the bankruptcy auction block, and the sport's leading
athletes are urging that a new, more professional owner take over.

According to the report, calling the cancellation of the contest,
the Titans of Mavericks in Half Moon Bay, Calif., a "huge
betrayal," three-time Mavericks finalist Grant Washburn expressed
frustration with the event operator's financial troubles.

"If you're going to tell people that you're going to run this
thing. . . you should have to prove that before you get to do that.
I mean, everybody rearranges their whole season, their families,
their lives around this," Mr. Washburn, known for his work in the
films "Riding Giants" and "Chasing Mavericks," told the Journal.

"My view is that someone else should get a chance now," Bianca
Valenti, a female surfer who fought this year to gain women a spot
in the Mavericks lineup, also told the Journal.

The U.S. Trustee, a federal bankruptcy watchdog, has also objected
to the auction, saying the company needs to be explicit about
whether it plans to include the harbor permit in the sale, the
report related.  Sale of the permit would require the commission's
permission, the U.S. Trustee said, the report further related.

                 About Titans of Mavericks

Cartel Management, Inc., and Titans of Mavericks, LLC, together,
promote, organize and host one of the most famous sporting events
in "big wave" surfing known as "Titans of Mavericks" at the
Pacific
Ocean surf break popularly known as "Maverick's" located near Half
Moon Bay, California.

Cartel and Titans filed Chapter 11 petitions (Bankr. C.D. Cal.
Lead
Case No. 17-11179) on Jan. 31, 2017.  The petitions were signed by
Griffin Guess, president of Cartel.

At the time of filing, Cartel estimated assets of less than $1
million and estimated liabilities of $1 million to $10 million.
Titans estimated assets of less than $50,000 and liabilities of
less than $500,000.

Judge Deborah J. Saltzman presides over the cases.  

The Debtors are represented by David L. Neale, Esq., at Levene,
Neale, Bender, Yoo & Brill LLP, in Los Angeles, California.  The
Debtors tapped Hartford O. Brown, Esq. at Klinedinst PC as special
counsel in relation to the potential sale of their assets, and to
handle disputes with Red Bull Media House North America, Inc. and
other third parties.  The Debtors also tapped Tyler Paetkau, Esq.
of
Hartnett, Smith & Paetkau to represent them on certain
proceedings,
including administrative proceedings before the San Mateo County
Harbor District, the California Coastal Commission, the San Mateo
County Planning and Building Department, and National Oceanic and
Atmospheric Administration.


TLC HEALTH: Patient Census Decreased, PCO 19th Report Says
----------------------------------------------------------
Linda Scharf, RN, DNS, the Patient Care Ombudsman for TLC Health
Care Network, has filed a Nineteenth Report for the period of
January 15, 2017, to March 16, 2017.

The Ombudsman have reviewed the Debtor's patient medical records
and found no findings of a decline in medical care.  Likewise, the
Ombudsman reported that she have received positive statements by
the patients commenting on the Debtor's quality of their care.

The Ombudsman noted that there is a slight decrease in the census
of the Debtor.  The census for the Home Care Agency was 152
patients. There were 70 Certified Home Health Patients and 82 Long
Term Home Care Patients.

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

     http://bankrupt.com/misc/nywb13-13294-1295.pdf

                 About TLC Health Network

TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013.  The petition was signed by
Timothy Cooper as Chairman of the Board. The Debtor estimated
assets of at least $10 million and debt of at least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C., serves
as the Debtor's counsel. Damon & Morey LLP is the Debtor's special
health care law and corporate counsel. The Bonadio Group is the
Debtor's accountants.  Howard P. Schultz & Associates, LLC is the
Debtor's appraiser.

The case is assigned to the Hon. Carl L. Bucki.

A three-member panel composed of Cannon Design, Chautauqua
Opportunities, Inc., and Jamestown Rehab Services has been
appointed as the official unsecured creditors committee. Bond,
Schoeneck & King, PLLC is the counsel to the Committee. The
Committee has tapped NextPoint LLC as financial advisor.


TOISA LIMITED: Creditors Seek Appointment of Committee
------------------------------------------------------
A group of creditors of Toisa Limited has filed a motion with the
U.S. Bankruptcy Court for the Southern District of New York seeking
the official appointment of a committee of unsecured creditors.

In their motion, Hyundai Heavy Industries Co., Ltd. and two other
members of an unofficial creditors' committee they have proposed
the appointment of a panel that would represent unsecured creditors
in the bankruptcy cases of Toisa Limited and its affiliates.

"It is indeed crucial that an official committee be appointed to
serve as a key constituent in negotiations that to date have been
between the competing interests of the secured lenders and the
equity holder without meaningful regard to the large claims of the
general unsecured creditors," the group said.

The aggregate amount of claims held by members of the unofficial
creditors' committee exceeds $116 million, according to court
filings.

The group is represented by:

     Craig A. Wolfe, Esq.
     Jason R. Alderson, Esq.
     Sheppard Mullin Richter & Hampton LLP
     30 Rockefeller Plaza
     New York, New York 10112
     Tel: (212) 653-8700
     Fax: (212) 653-8701
     Email: cwolfe@sheppardmullin.com
     Email: jalderson@sheppardmullin.com
     
                   About Toisa Limited

Toisa Limited owns and operates offshore support vessels for the
oil and gas industry. Toisa Limited and its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No.
17-10184) on Jan. 29, 2017. The petitions were signed by Richard W.
Baldwin, deputy chairman.

The cases are assigned to Judge Shelley C. Chapman. Togut, Segal &
Segal LLP serves as bankruptcy counsel to the Debtors. The Debtors
hired Kurtzman Carson Consultants LLC as administrative agent, and
claims and noticing agent, Scura Paley Securities LLC, as financial
advisor

In its petition, Toisa Limited estimated $1 billion to $10 billion
in both assets and liabilities.


TONGJI HEALTHCARE: Amends Form 10-K to Disclose Accountant Fees
---------------------------------------------------------------
Tongji Healthcare Group Inc. filed an amendment No. 1 on Form
10-K/A to amend its annual report on Form 10-K for the fiscal year
ended Dec. 31, 2016, as originally filed with the Securities and
Exchange Commission on April 18, 2017, as it had inadvertently
excluded information about its principal accounting fees and
services for fiscal year 2016.

The Company was billed by its current independent public accounting
firms Anton & Chia, LLP, for the following professional services
they performed for the Company during the years ended Dec. 31,
2016, and 2015:

                               Year Ended December 31
                                  2016          2015
                               ----------  ----------
Audit fees                     $41,000      $38,700
Audit-related fees             $21,738      $16,500
Tax fees                       $-           $-
All other fees                 $62,738      $55,200

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

                    https://is.gd/MmIqdV

                   About Tongji Healthcare

Based in Nanning, Guangxi, the People's Republic of China, Tongji
Healthcare Group, Inc., a Nevada corporation, operates Nanning
Tongji Hospital, a general hospital with 105 licensed beds.

Tongji Healthcare reported a net loss of $3.64 million on $1.93
million of total operating revenue for the year ended Dec. 31,
2016, compared to a net loss of $588,557 on $2.35 million of total
operating revenue for the year ended Dec. 31, 2015.  As of
Dec. 31, 2016, Tonji had $8.36 million in total assets, $14.52
million in total liabilities and a total stockholders'
deficit of $6.16 million.

Anton & Chia, LLP, in Newport Beach, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016.

Anton & Chia, LLP, in Newport Beach, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has negative
working capital of $6,745,663, an accumulated deficit of
$7,206,416, and shareholders' deficit of $6,162,728 as of Dec. 31,
2016.  The Company's ability to continue as a going concern
ultimately is dependent on the management's ability to obtain
equity or debt financing, attain further operating efficiencies,
and achieve profitable operations.


TOWERSTREAM CORP: Stockholders OK Two Proposals at Special Meeting
------------------------------------------------------------------
A special meeting of the stockholders of Towerstream Corporation
was held on May 4, 2017.  At the Meeting, the Company's
stockholders approved: (a) the grant of authority to the Board of
Directors, in its sole direction, in determining a higher stock
price that may be required to meet the listing qualifications for
one of the national stock exchanges, (b) an amendment to the
Company's Certificate of Incorporation to effect a reverse stock
split of the Company's issued and outstanding common stock by a
ratio of not less than one-for-two and not more than
one-for-one-hundred at any time prior to May 4, 2018, with the
exact ratio to be set at a whole number within this range as
determined by the Board of Directors.

                About Towerstream Corporation

Towerstream Corporation (OTCQB:TWER / www.towerstream.com) is a
leading Fixed-Wireless Fiber Alternative company delivering
high-speed Internet access to businesses.  The Company offers
broadband services in twelve urban markets including New York City,
Boston, Los Angeles, Chicago, Philadelphia, the San Francisco Bay
area, Miami, Seattle, Dallas-Fort Worth, Houston, Las Vegas-Reno,
and the greater Providence area.

Towerstream reported a net loss attributable to common stockholders
of $22.15 million on $26.89 million of revenues for the year ended
Dec. 31, 2016, compared to a net loss attributable to common
stockholders of $40.48 million on $27.90 million of revenues for
the year ended Dec. 31, 2015.  As of Dec. 31, 2016, Towerstream had
$34.39 million in total assets, $37.24 million in total liabilities
and a total stockholders' deficit of $2.85 million.

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 significant losses
and needs to raise additional funds to meet its obligations and
sustain its operations.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.


TRANSMAR COMMODITY: FCStone-Led Auction of Forward Book on June 20
------------------------------------------------------------------
Judge James L. Garrity, Jr., of the U.S. Bankruptcy Court for the
Southern District of New York will convene a hearing on May 31,
2017, at 2:00 p.m. (EST), to consider Transmar Commodity Group
Ltd.'s proposed bidding procedures in connection with the sale and
assignment of its Forward Book to FCStone Merchant Services, LLC,
for $3,500,000, subject to adjustments, subject to overbid.

Objections, is any, must be filed no later than May 25, 2017 at
12:00 p.m. (PET).

The Debtor is winding down its business operations and liquidating
its assets in the Bankruptcy Case.

The cocoa market is notoriously volatile and impacted by weather,
geopolitical and economic fluctuations, which create an atmosphere
of uncertainty within the cocoa industry.  As a result, in the
normal course of its cocoa trading business, the Debtor routinely
enters into derivative financial instruments, including derivative
contracts, forward contracts, futures contracts, repurchase
agreements or combinations of the foregoing to manage its
exposure.

Historically, the Debtor entered into forward contracts with
counter-parties to those contracts in the ordinary course of its
business.  The Debtor also utilized the futures market to hedge or
reduce existing and/or expected risks associated with fluctuations
in the prices of certain cocoa products.

As of the Petition Date, the Debtor was a party to many Forward
Contracts or Forward Book to both purchase and to supply cocoa
beans and cocoa products ("Product") to various Counterparties.
The Forward Book consists of two parts:

   a. The Forward Sale Contracts: The Debtor is party to certain
Forward Contracts pursuant to which the Debtor agrees to sell, and
the Counterparty agrees to purchase, Product in certain quantities;
and

   b. The Forward Purchase Contracts: The Debtor is also party to
certain Forward Contracts pursuant to which a Counterparty agrees
to sell, and the Debtor agrees to purchase, Product in certain
quantities.

The Forward Book serves as part of the collateral of the Debtor's
Pre-Petition Lenders pursuant to the latter's blanket first
priority lien on virtually all of the Debtor's assets pursuant to
an Amended and Restated Security Agreement dated as of Feb. 26,
2016, along with other collateral documentation.

Beginning in February 2017, the Debtor began actively marketing the
Forward Book for sale.  As a result of the marketing efforts, the
Debtor received two firm bids for certain contracts that are within
the Forward Book.  The Debtor, after consulting with the
Pre-Petition Lenders, determined that the bid presented by one of
those two bidders, FCStone, was the superior bid of the two and
determined in its business judgment to designate FC Stone's bid as
the "stalking horse" bid.

Prior to the hearing on the Service Agreement Motion, the Debtor
received an alternative offer from TRC Cocoa, LLC, to serve both as
the counterparty to the Service Agreement and the "stalking horse"
for the Proposed Sale.  Subsequently, the Debtor received revised
bids from both FCStone and TRC.  Ultimately, after reviewing the
revised bids and consulting with the Pre-Petition Lenders, and
after due consideration, the Debtor, in its business judgment,
determined to proceed with FCStone as the counterparty to the
Service Agreement. As is set forth, the Debtor's decision to choose
FCStone as the counterparty to the Service Agreement was ultimately
approved by the Court.

On March 28, 2017, the Debtor filed a motion to authorize the
Debtor to enter into the Service Agreement with FCStone outside of
the ordinary course of business in connection with the Debtor's
anticipated sale of its Forward Book.  Through the Service
Agreement Motion, the Debtor sought to continue to perform under
certain of its Forward Contracts in order to preserve the value of
the Forward Book.  As a result of the foregoing, as part of its bid
for a portion of the Forward Book, FCStone agreed to independently
purchase Product and fund processing costs and other costs
sufficient to bridge performance of the Debtor's obligations under
certain of the Forward Contracts settling between the effective
date of that transaction, April 10, 2017, and the date of the
Debtor's sale of the Forward Book ("Bridge Transaction").  The
Court conducted hearings to consider the approval of the Service
Agreement Motion on April 5 and 6, 2017 and entered an order
granting the Service Agreement Motion on April 7, 2017.

The salient terms of the APA are:

    a. Purchase Price: $3,500,000, subject to adjustments

    b. Purchased Assets: The Debtor will transfer all right, title
and interest in all Forward Contracts fully performed through the
Bridge Transaction or the cure amount associated with the Assigned
Contracts; and all of the Debtor's rights under warranties,
indemnities and similar rights against third parties to the extent
related to the Assigned Contracts.

    c. Assumed Liabilities: FCStone will assume and agree to pay,
perform and discharge when due any and all liabilities and
obligations of the Debtor arising out of or relating to the
Purchased Assets, including the Cure Amount relating to the
Assigned Contracts.

    d. Representations and Warranties: The Debtor has represented
and warranted that it has the requisite legal authority to sell and
assign the Purchased Assets to FCStone, and that all of the other
representations and warranties provided under the APA are true and
correct as detailed more fully in Article IV of the APA.

In connection with the Proposed Sale, the Debtor asks approval of
the Bidding Procedures, which it submits are designed to maximize
the value of the Forward Book.

The salient terms of the Bidding Procedures are:

    a. Offer Deadline: June 14, 2017 at 5:00 p.m. (ET)

    b. Initial Overbid: If an Offer is for exactly all of the
Purchased Assets, the payment of a purchase price to the Debtor
will not be less than $3,700,000 ($3,500,000 plus Transaction
Expenses plus $100,000 initial overbid).  If an Offer is for some
subset of the Purchased Assets, the proposed purchase price will be
subject to the allocation set forth on Section 2.06 of the
Disclosure Schedules to the APA, and the Prospective Bidder will
allocate the remainder of the purchase price among any additional
Forward Contracts that are part of the Offer.  All Offers for any
portion of the Forward Book will require a minimum bid of
$200,000.

    c. Credit Bidding: In connection with the Proposed Sale of all
or any portion of the Forward Book, a person or entity holding a
perfected security interest in the Forward Book may ask to credit
bid some or all of its claims for its collateral.

    d. Good Faith Deposit: 10% of the Offer

    e. Selecting Qualified Parties: June 16, 2017 at 5:00 p.m.
(PET)

    f. Bid Protections: $50,000 Break-Up Fee, plus $50,000 Expense
Reimbursement

    g. The Auction: The Auction, if required, will be held at the
offices of Riker Danzig Scherer Hyland & Perretti LLP, Headquarters
Plaza, One Speedwell Avenue, Morristown, New Jersey on June 20,
2017 at 10:00 a.m. (EST).

    h. Bid Increments: $25,000

    i. Sale Objection Deadline: June 21, 2017, at 4:00 p.m. (PET)

    j. Closing: 30 days following the last date of the Auction

The Debtor submits that the Bidding Procedures are fair and
reasonable.

Consistent with the Guidelines for the Conduct of Asset Sales
established by the Court, the Debtor proposes these key dates and
deadlines for the Proposed Sale:

    a. May 31, 2017 at 2:00 p.m. - Hearing on Bidding Procedures
Motion

    b. June 3, 2017 - Deadline to Mail Bidding Procedures Notice
and Sale Motion

    c. June 14, 2017 - Offer Deadline

    d. June 16, 2017 - Deadline for Debtor to notify Prospective
Bidders of their status as Qualified Parties

    e. June 20, 2017 at 10:00 a.m. - Auction

    f. June 21, 2017 at 4:00 p.m. - Deadline to file Sale
Objection, Cure Objections and Adequate Assurance Objections to
FCStone

    g. June 23, 2017 at 4:00 p.m. - Deadline to file Adequate
Assurance Objections to Winning Bidders Selected at the Auction,
Excluding FCStone

    h. June 28, 2017 at 10:00 a.m. - Sale Hearing

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

      http://bankrupt.com/misc/Transmar_Commodity_263_Sales.pdf

The Debtor believes that there will be no cure amounts associated
with the Designated Contracts as a result of revised delivery
schedules agreed to between FCStone and Counterparties to the
Designated Contracts.  Any Counterparty to a Forward Contract that
wishes to object to the Cure Costs under such contract must be
filed no later than June 21, 2017 at 4:00 p.m. (PET).  The Debtor
submits that its proposed Assumption and Assignment Procedures and
deadlines are fair and reasonable, and will provide sufficient
notice to the non-debtor Counterparties to the Designated
Contracts.

The Debtor submits that its sale and assignment of some or all of
the Forward Contracts free and clear of all liens, claims,
encumbrances and interests, meets the requirements of Section
363(f) of the Bankruptcy Code.

The Debtor submits that ample authority exists for approval of the
Proposed Sale.  The Proposed Sale provides the Debtor with an
opportunity to maximize the value of the Forward Book and provides
for the potential sale of other Forward Contracts within the
Forward Book.  The Debtor believes that the proposed purchase price
for the Purchased Assets, which sets a floor for the Purchased
Assets, represents the highest and/or best value available for the
Purchased Assets, particularly in light of the limited market for
this specialized asset and the targeted marketing efforts by the
Debtor.  Further, the APA is subject to higher and better offers,
thereby ensuring that the best possible offer has been or will be
received.  Accordingly, the Debtor asks the Court to approve the
relief sought.

To preserve the value of the Forward Book and limit the costs of
administering and preserving the Forward Book, it is very important
that the Debtor close on the Proposed Sale as soon as possible
after all closing conditions have been met or waived.  Accordingly,
the Debtor asks that the Court waive the stay periods under
Bankruptcy Rules 6004(g) and 6006(d).

The Purchaser can be reached at:

          FCSTONE MERCHANT SERVICES, LLC
          1251 NW Briarcliff Parkway, Suite 800
          Kansas City, MO 64116
          E-mail: brent.grecian@intlfcstone.com
          Attn: President

The Purchaser is represented by:

          Benjamin F. Mann, Esq.
          HUSCH BLACKWELL LLP
          4801 Main Street, Suite 1000
          Facsimile: 816-983-8080
          E-mail: Benjamin.mann@huschblackwell.com

              About Transmar Commodity Group

Transmar Commodity Group Ltd. filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 16-13625), on Dec. 31, 2016.  Peter G. Johnson,
the chairman, president and chief executive officer, signed the
petition.  At the time of filing, the Debtor estimated assets and
liabilities between $100 million and $500 million.

The Debtor is represented by Joseph L. Schwartz, Esq., Tara J.
Schellhorn, Esq., and Rachel F. Gillen, Esq., at Riker Danzig
Scherer Hyland & Perretti LLP. The Debtor has engaged Tracy L.
Klestadt, Esq., Joseph C. Corneau, Esq., and Christopher J. Reilly,
Esq., at Klestadt Winters Jureller Southard & Stevens, LLP, as
local counsel; and GORG as German special counsel.  The Debtor has
hired DeLoitte Transactions and Business Analytics LLP as its
restructuring advisor; and Donlin, Recano & Company, Inc., as its
claims and noticing agent.

The Office of the U.S. Trustee has appointed three creditors of
Transmar Commodity Group to serve on the official committee of
unsecured creditors.


TYHEE NWT: GoldMining to Buy Yellowknife Gold, Big Sky Projects
---------------------------------------------------------------
GoldMining Inc. on May 10, 2017, disclosed that it has entered into
an agreement (the "Agreement") to acquire 100% of the Yellowknife
Gold Project ("YGP" or the "Project") and nearby Big Sky Property
("Big Sky"), both located in the Northwest Territories, Canada and
indirectly owned by Tyhee N.W.T. Corp. ("Tyhee"), a subsidiary of
Tyhee Gold Corp.

GoldMining entered into the Agreement with a receiver appointed in
respect of the assets and undertaking of Tyhee under the Bankruptcy
and Insolvency Act.  RMB Australia Holdings Limited ("RMB"),
Tyhee's largest secured creditor, initiated the receivership and
has committed to the transaction. Completion of the transaction is
subject to, among other things, customary conditions, including
receipt of requisite court and TSX Venture Exchange approvals.

The YGP has been the subject of substantial drilling, underground
development and historic gold production.  Big Sky represents an
earlier stage exploration property package located south of the YGP
and only 17 km north of the city of Yellowknife.

The Agreement

Pursuant to the Agreement, GoldMining will acquire the YGP, Big Sky
and certain related assets, including an exploration camp and
equipment.  Total consideration payable by GoldMining under the
transaction consists of 4,000,000 common shares of GoldMining (the
"Shares"), which will be subject to customary escrow provisions and
released as follows:

   -- 1,574,000 Shares on the four-month anniversary of closing;
   -- 1,180,000 Shares on the six-month anniversary of closing;
and
   -- the balance on the eight-month anniversary of closing.

A break fee is payable by RMB to GoldMining in the event that the
transaction does not complete under certain circumstances.

The Yellowknife Gold Project

The YGP is comprised of five deposits -- Nicholas, Ormsby, Bruce,
Goodwin and Clan Lake -- located 50 to 90 km north of the city of
Yellowknife in the Northwest Territories.  The Project includes a
50-person winterized camp and fuel storage and is accessible by
winter road from Yellowknife or by air to a 1,000 m long gravel
airstrip located on site.

The Project is comprised of 17 mining leases and 8 mineral claims
with an aggregate area of 8,935 ha.  The YGP is subject to a 2.25%
net smelter return royalty, including a $20,000 per year annual
advance royalty, on the Ormsby-Nicholas Lake property and a 2% net
smelter returns royalty on the Goodwin Lake property.

Diamond drilling completed to date includes 141 holes (27,590 m)
drilled at the Nicholas Lake deposit, 707 holes (157,570 m) drilled
at the Ormsby and Bruce deposits, 28 holes (5,934 m) drilled at the
Goodwin Lake deposit, and 185 holes (40,515 m) drilled at the Clan
Lake deposit.

Upon closing, GoldMining plans to commission an independent
resource estimate for the Project and complete a technical report
documenting the results of this estimate.

Advisors

Haywood Securities Inc. is advising GoldMining in connection with
the transaction and Sangra Moller LLP is acting as legal counsel to
GoldMining.  Stikeman Elliott LLP acted as counsel to RMB.

Qualified Person

Paulo Pereira, President of GoldMining has reviewed and approved
the technical information contained in this news release.  Mr.
Pereira holds a Bachelors degree in Geology from Universidade do
Amazonas in Brazil, is a Qualified Person as defined in National
Instrument 43-101 and is a member of the Association of
Professional Geoscientists of Ontario.

                      About GoldMining Inc.

GoldMining is a public mineral exploration company focused on the
acquisition and development of gold projects in Colombia and other
regions of the Americas.  GoldMining is advancing its Titiribi
Gold-Copper Project located in the Department of Antioquia,
Colombia, its Cachoeira and Sao Jorge Gold Projects located in the
State of Para, northeastern Brazil, its Whistler Gold-Copper
Project located in the State of Alaska, United States of America,
and its Rea Uranium Project in the western Athabasca Basin in
northeast Alberta, Canada.


WAVE SYSTEMS: Aurea CEO Addresses Jive Employees Concerns
---------------------------------------------------------
A letter from Aurea CEO Scott Brighton to Jive customers dated
May 5, 2017.

Jivers,

As Elisa mentioned in her blog, I'm looking forward to speaking
with everyone in the All Company meeting Tuesday.  Before that
though, I first wanted to quickly introduce myself and share some
of my initial impressions.

I had the opportunity to meet many Jivers, customers and partners
at JiveWorld, and came away impressed by the passion, energy and
excitement both inside and outside the company.  Getting to meet
folks 1:1 in a setting like JiveWorld was critical as my team and I
begin working with Jive leadership and Jivers across departments to
develop plans for the future.

While I obviously don't have answers to many of your questions
right at the moment (and to be honest, we are restricted in other
ways on what we can share until the deal closes), I wanted to
address a couple of concerns from Jive employees.

It's come to my attention that there is a concern that we will
rollout a product called WorkSmart.  WorkSmart is a team and
personal productivity management tool developed by one of our
sister companies called Crossover.  Crossover sells WorkSmart to
large enterprises that need to manage large, distributed global
workforces.  WorkSmart does have some features like keystroke
activity logging and webcam shots that were demanded by some of
Crossover's larger customers with security and identity management
requirements.  These are typically regulated entities such as
defense contractors and banks that are legally required to ensure
the person doing the work is who they say they are.

Aurea today uses only the personal and team productivity features
of WorkSmart.  The only decision we have made with respect to what
team productivity tools and collaboration solutions we will use in
the combined Aurea/Jive environment is that Aurea will indeed roll
out Jive -- in fact, we've already started doing so.

Secondly, while we are early in the process of exploring the
various Jive sites and what will make the most sense going forward,
I wanted to squash any rumor related to Jive's larger offices,
including Portland, Tel Aviv, Reading and Bay Area.  As we've said
in the FAQ, in any place where there are large concentrations of
people, we expect to retain physical space.

Obviously there are several more questions you have and we will
work to answer them in the coming weeks and months.  The Aurea
leadership team and I are going to be very thoughtful about the
integration and how we approach each decision.  We are eager to
learn about the business, dig into the product innovation shown on
the JiveWorld mainstage and engage with the teams that are making
it happen at Jive.

I know JiveWorld just touched the surface, but I did want to share
an observation that struck me during the event: the first thing
that I noticed was the passion.

I've been to lots of user conferences, but I sensed a profound
difference in the purpose Jive users have in what they are trying
to accomplish for their companies.  And this is understandable --
after all, Jivers and customers alike are fundamentally unlocking
the potential of companies to do amazing things.

I found that passion both inspiring and contagious.

More to be shared next week in the All Company meeting.  Until
then, have a great weekend.

Best,

Scott

On May 1, 2017, Jive Software, Inc. issued a press release
announcing the execution of an Agreement and Plan of Merger, dated
as of April 30, 2017, by and among Wave Systems Corp. ("Parent"), a
wholly owned subsidiary of ESW Capital, LLC ("Guarantor"), Jazz
MergerSub, Inc. ("Acquisition Sub"), a wholly owned subsidiary of
Parent, and the Company.

                      About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX)
--http://www.wave.com/--develops, produces and markets products    

for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

Wave Systems Corp. commenced on Feb. 1, 2016, a bankruptcy case by
filing a voluntary petition for relief under the provisions of
Chapter 7 of Title 11 of the Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware.

On May 16, 2016, the Bankruptcy Court entered an order converting
the Chapter 7 Case to a case under the provisions of Chapter 11 of
the Bankruptcy Code.  As a result, since May 20, 2016, the Company
has been operated under a court appointed Chapter 11 Trustee under
the jurisdiction of the Bankruptcy Court and in accordance with
applicable provisions of the Bankruptcy Code and orders of the
Bankruptcy Court.  

David W. Carickhoff was appointed as Chapter 11 trustee.  Mr.
Carickhoff tapped Archer & Greiner P.C. as counsel.  The Trustee
also tapped Miller & Company, LLC as accountants and financial
advisors, and UpShot Services LLC as the claims agent and
administrative agent.



WELLMAN DYNAMICS: Weil Gotshal Gets 50% Slash on Fees
-----------------------------------------------------
U.S. Bankruptcy Judge Anita L. Shodeen awarded just half of Weil
Gotshal & Manges' $976,000 fees request for representing TCTM
Financial FS, Wellman Dynamics Corp's senior secured lender, saying
the the number of attorneys and hours billed showed "a distinct
lack of billing judgment," Suevon Lee of Bankruptcy Law360
reports.

                 About Wellman Dynamics Corp.

Headquartered in Creston, Iowa, Wellman Dynamics Corporation
produces highly complex precision aluminum and magnesium sand
castings for the aerospace and defense industries.  Its largest
casting weighs approximately 630 pounds and its most complex
casting requires a mold that is hand assembled from 125 individual
intricate components, virtually all of which are designed and
manufactured in-house.  The Debtor owns the only molds for 79% of
its products.  In some cases, although another tool exists, the
Debtor is still the sole source on 94% of its castings.  Every U.S.
military helicopter program relies upon the Debtor's castings
produced in Creston, Iowa.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Iowa Case No. 16-01825) on Sept. 13, 2016.  Judge Anita L. Shodeen
presides over the case.

The Debtor's counsel is Jeffrey D. Goetz, Esq., and Krystal R.
Mikkilineni, Esq., at Bradshaw, Fowler, Proctor & Fairgrave, P.C.,
in Des Moines, Indiana.

On January 11, 2017, Wellman Dynamics Corp. filed its Chapter 11
plan of reorganization and disclosure statement.

On March 22, 2017, a 7-member panel was appointed as official
unsecured creditors committee in the case.


WEST CORP: Moody's Puts B1 CFR Under Review for Downgrade
---------------------------------------------------------
Moody's Investors Service placed the ratings of West Corporation
on review for downgrade following the company's announcement that
it has entered into an agreement to be acquired by funds affiliated
with Apollo Global Management, LLC in a transaction valued at
approximately $5.1 billion, including net debt. The acquisition is
expected to close in the second half of 2017. The affected ratings
placed on review include West's B1 Corporate Family Rating (CFR),
B1-PD Probability of Default Rating (PDR), and the Ba3 and B3
ratings for the company's senior secured and senior unsecured
debts, respectively. The company's SGL1 rating is unchanged at this
time.

RATINGS RATIONALE

The rating action reflects Moody's expectations for a significant
increase in debt upon the close of the acquisition and the
resulting deterioration in credit metrics. Moody's expects to
conclude the review at the time of the acquisition of West. The
review will focus on: (i) Details of sponsors' financing plans and
the resulting capital structure; (ii) Business strategy for West's
disparate businesses with varying growth prospects; (iii) Potential
for reduction in costs and the likely impact on business
performance; and (iv) Financial policies under new ownership. Given
the change in control requirements in the company's senior secured
and unsecured debts, Moody's expects that West's existing debt will
be refinanced upon the close of the acquisition.

West's B1 Corporate Family Rating (CFR) reflects its high leverage
of about 4.7x (Moody's adjusted) and challenges in growing its
conferencing business. West operates in highly competitive markets
and technology risks are especially high in the conferencing
business. The rating is supported by West's good operating scale,
leading market positions in the conferencing and collaboration and
emergency communication service markets and track record of free
cash flow generation.

Moody's has placed the following ratings under review for
downgrade:

Issuer: West Corporation

-- Corporate Family Rating -- B1

-- Probability of Default Rating -- B1-PD

-- Senior secured credit facilities -- Ba3 (LGD 3)

-- Senior secured notes -- Ba3 (LGD 3)

-- Senior unsecured notes -- B3 (LGD 5)

-- Outlook - Changed To Rating Under Review From Stable

West Corporation is a leading provider of technology-enabled
communications services with approximately $2.3 billion in revenues
for the twelve months ended March 31, 2017.

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


WEST SEATTLE LODGE: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of West Seattle Lodge LLC as of
May 12, according to a court docket.

                    About West Seattle Lodge

Based in Seattle, Washington, West Seattle Lodge LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.
Wash. Case No. 17-10842) on February 27, 2017.  The petition was
signed by Shawn Roten, manager.  

At the time of the filing, the Debtor disclosed $54,891 in assets
and $1.16 million in liabilities.

The case is assigned to Judge Timothy W. Dore.  The Debtor hired
Vortman & Feinstein, P.S., and Marc S. Stern, Esq., as legal
counsel.


WESTMORELAND COAL: Will File Form 10-Q Within Extension Period
--------------------------------------------------------------
Westmoreland Coal Company has determined that it is unable to file
its quarterly report on Form 10-Q for the quarter ended March 31,
2017, within the prescribed time period without unreasonable effort
or expense for the following reason.

The principal reason for this delay is the time, effort, and
resources involved in preparing the previously announced
restatement of certain of the Company's financial statements and,
as a result, the time and resources required to complete the
Company's 2016 Annual Report on Form 10-K, which included its
restated annual financial statements for the years ended Dec. 31,
2015, 2014 and 2013, and interim unaudited consolidated financial
statements as of and for the quarters ended September 30, June 30,
and March 31, 2016 and 2015.  The Restated 2016 Form 10-K was filed
with the Securities and Exchange Commission on March 29, 2017.

Because of the significant time, effort, and resources required to
complete the Restated 2016 Form 10-K, the Company was substantially
delayed in initiating its first quarter 2017 close process,
correspondingly causing a delay in the preparation of the first
quarter 2017 financial statements and its first quarter 2017 Form
10-Q.  The Company plans to file its first quarter Form 10-Q no
later than the fifth calendar day following the prescribed due
date, as permitted by Rule 12b-25.

                 About Westmoreland Coal Company

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest        

independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal reported a net loss of $28.87 million on $1.47
billion of revenues for the year ended Dec. 31, 2016, compared to a
net loss of $219.09 million on $1.41 billion of revenues for the
year ended Dec. 31, 2015.  As of Dec. 31, 2016, Westmoreland Coal
had $1.58 billion in total assets, $2.27 billion in total
liabilities and a total deficit of $690.11 million.

                       *     *     *

Moody's Investors Service at the end of February 2016 downgraded
the ratings of Westmoreland, including its corporate family rating
to 'Caa1' from 'B3'.

As reported by the TCR on April 3, 2017, S&P Global Ratings said it
lowered its corporate credit rating on Englewood, Colo.-based
Westmoreland Coal Co. to 'CCC+' from 'B'.  S&P views Westmoreland
Coal Co.'s capital structure to be unsustainable in the long term
without a significant boost in coal prices and volumes over the
next year.


YONKERS RACING: Moody's Puts B2 CFR on Review for Upgrade
---------------------------------------------------------
Moody's Investors Service placed Yonkers Racing Corporation's B2
Corporate Family Rating (CFR) and B2-PD Probability of Default
Rating (PDR) on review for upgrade in response to the company's
announcement that it intends to refinance its first lien and second
lien term loans with a new $260 million first lien term loan B due
2024. Moody's assigned a B1 rating to the proposed first lien term
loan B.

Proceeds from the proposed term loan along with about $16 million
of balance sheet cash will be used to repay Yonkers' existing $210
million first lien term loan due 2019 ($245 million original issue
amount) and $60 million second lien term loan due 2020 ($70 million
original issue amount). The company also plans to replace its
existing $10 million working capital line with a new $10 million
working capital facility that will be undrawn at closing.

Moody's expects to upgrade Yonkers' CFR and PDR one notch to B1 and
B1-PD, respectively, if/when the transaction closes. The B1 rating
assigned to Yonkers' proposed term loan assumes the company's
refinancing transaction closes as planned. The B1 assigned to the
proposed first lien loan also considers that unlike the company's
current debt structure, first lien debt will account for Yonkers'
entire pro forma debt capital structure. There will be no credit
support in the form of debt below the proposed first lien term
loan.

"The review for upgrade considers that the proposed refinancing
will materially extend Yonkers' debt maturity profile about 5 years
as well as lower its overall cost of debt, partly through the
elimination of $60 million of relatively high cost second lien term
loan debt which represents about 20% of the company's existing debt
capital," stated Keith Foley, a Senior Vice President at Moody's.

"These considerations coupled with Yonkers' consistent improvement
in both revenue and earnings, little in the way growth capital
expenditure requirements, and gradual debt reduction during the
past few years, provide the company with a credit profile
consistent with a one-notch higher rating," added Foley.

Ratings placed on review for upgrade:

Corporate Family Rating -- B2

Probability of Default Rating -- B2-PD

New rating assigned:

$260 million senior secured first lien term loan B due 2024 -- B1
(LGD3)

Ratings expected to be withdrawn if/when the proposed transaction
closes:

$210 million senior secured first lien term loan due 2019 -- Ba3
(LGD2)

$60 million senior secured second lien term loan due 2020 -- Caa1
(LGD4)

Outlook action:

Outlook, changed to Rating Under Review from Stable

RATINGS RATIONALE

Yonkers' ratings consider that there is no new competition coming
online in the foreseeable future in the company's
densely-populated, primary market area. Also supporting the ratings
is Moody's expectation that Yonkers' gaming revenue will continue
to be stable in the foreseeable future. Key concerns include the
company's relatively small size in terms of revenue and single
asset profile. Also factored into the rating are the long-term
structural challenges faced by Yonkers and other US gaming
companies. These challenges include an aging population and
changing consumer preferences, both of which are not necessarily
favorable for long-term gaming demand trends.

Yonkers Racing Corporation owns and operates a gaming and
entertainment facility comprised of Empire City Casino, and Yonkers
Raceway, a harness race track featuring pari-mutuel wagering on
live and simulcast horse races. The facility, which is located in
Yonkers, New York, is owned and operated by the Rooney family of
Pittsburgh. Yonkers is a private company and does not disclose
detailed financial information to the public. Yonkers currently
generates annual net revenue of about $216 million.

The principal methodology used in these ratings was Global Gaming
Industry published in June 2014.


YONKERS RACING: S&P Revises Outlook to Pos. & Affirms 'B' CCR
-------------------------------------------------------------
S&P Global Ratings revised its outlook on Yonkers, N.Y.-based
Yonkers Racing Corp. to positive from stable, and affirmed all
ratings, including S&P's 'B' corporate credit rating.

At the same time, S&P assigned its 'BB' issue-level rating to the
company's proposed $10 million first-out revolver due 2022.  The
recovery rating is '1+', reflecting S&P's expectation for full
recovery (rounded estimate: 100%) for lenders in the event of a
payment default.  S&P also assigned its 'B+' issue-level rating to
the proposed $260 million term loan B due 2024.  The recovery
rating is '2', reflecting S&P's forecast for substantial recovery
(70% to 90%; rounded estimate: 70%) for lenders in the event of a
payment default.

Yonkers plans to use proceeds from the proposed term loan, along
with cash on hand, to fully refinance its existing first- and
second- lien term loans, and to pay modest transaction fees and
expenses.  S&P plans to withdraw its issue-level and recovery
ratings on the company's existing debt once it is fully repaid.

"The outlook revision to positive reflects our forecast for credit
measures to continue to improve through 2017, due largely to debt
reduction," said S&P Global credit analyst Ariel Silverberg.  In
the first quarter of 2017, Yonkers repaid a portion of its existing
second-lien term loan with cash on hand, and the company plans to
use an additional $10 million of cash on hand to reduce total
funded debt outstanding as part of its proposed refinancing
transaction.  As a result, S&P now expects adjusted leverage to
remain in the mid- to high-4x area through 2017, as compared to
S&P's previous forecast of low-5x.  To consider higher ratings,
however, S&P would need to be confident that Yonkers can absorb the
impact of new competition in 2018 and sustain leverage under 5x.

S&P could revise the outlook to stable if it no longer believed
that Yonkers would be able to sustain leverage under 5x,
incorporating the impact of new competition.  While less likely
given the cushion in credit measures, S&P could lower the rating if
interest coverage declined to below 2x, which could result from the
impact of competition being significantly greater than S&P is
currently forecasting, or from an unexpected and disruptive event
that meaningfully reduced visitation to the property.


[*] CA Global, BMA Liquidators to Auction Smith & Wollensky Assets
------------------------------------------------------------------
A tremendously wide variety of assets and equipment from a World-
Famous Las Vegas Restaurant will be on the "menu" in a Global
Online Auction taking place on Thursday and Friday, June 1st and
2nd!  The much sought-after restaurant equipment, along with the
related decor and fixtures are available as a result of the
award-winning Smith & Wollensky Las Vegas closing its current
restaurant in preparation for its move to an all-new Las Vegas
location.  News of this Sale Event was just announced by CA Global
Partners, who is conducting the Auction under joint management with
BMA Liquidators.  CA Global Partners is an Industry Leader in the
Disposition of Assets for a wide range of Commercial, Wholesale &
Industrial Clients from around the world.

The Assets of the Sale include everything from "Wall to Wall"
within this large restaurant, with multiple kitchens of equipment,
bar areas, decor, outdoor patio furnishings, small wares, and
fixtures.  The Two-Day Auction will feature:

KITCHEN EQUIPMENT FROM OVER 50,000 SQ FT OF COOKING SPACE
Including: Broilers & Stoves, Refrigerators & Freezers, Ice
Machines & Ovens, S/S Cutting & Butcher Tables, S/S Sinks & Dish
Washing Stations, Dinnerware & Smalls, S/S Pots & Pans, Rolling
Carts & Serving Trays, Catering Stations, & Much, Much More!

RESTAURANT FURNUSHINGS & FIXTURES FROM 650+ SEATING CAPACITY
Including: Leather & Wood - Chairs and Barstools, Hundreds of
Dining Tables & Unique Lighting Fixtures, Menu Boards & Wall
Cabinets, Patio Furnishings & Space Heaters, Customized "Signature"
Fixtures. . . And The List Goes On!

OTHER ITEMS OF NOTE

The Auction will also include All of the Restaurant's Art Work,
Wall Decor, Famous Memorabilia, Sculptures, Wine Racks,
Photographs, Signage, Themed Items, Clocks, and a Vast Collection
of American Folk Art from this Iconic Eatery!

FOR A COMPLETE LISTING OF ITEMS OR TO REGISTER TO BID, PLEASE
VISIT

http://www.cagp.com/events/smith-wollensky

Contact:

    Mark J. Weitz
    Tel: 818.340.3134
    E-mail: mark@cagp.com

Auction Lots will begin closing on Thursday June 1st at 10:00 AM
(PDT) and again on Friday, June 2nd.  To view the items prior to
the sale, Smith & Wollensky will be open to the public on
Wednesday, May 31st from 10:00 AM – 4:00 PM (PDT) - 3767 Las
Vegas Boulevard South, Las Vegas, NV.

"It is a rare occasion when a complete 5-Star restaurant of this
caliber combined with the name and reputation of Smith & Wollensky,
becomes available for an auction and truly makes for an incredible
opportunity to own a piece of Smith & Wollensky history," noted
Mark Weitz, Co- Managing Partner of CA Global Partners.  The sale
is open to the General Public, Equipment Dealers and Related
Businesses.

                    About CA Global Partners:

Established in 1997, CA Global Partners -- http://www.cagp.com/--
is a Global Company providing Equipment Management, Disposition
Strategies and Capital Recovery Solutions to Business Leaders in
Technology, Manufacturing & Commercial Industries.  CA Global
Partners uses State-of-the-Art Technologies, real-time digital
communications and proven marketing expertise to reach the largest
network of qualified buyers possible.


[*] Kenneth Noble Joins McGuireWoods as Partner in New York
-----------------------------------------------------------
Kenneth E. Noble, who has advised leading banks and other senior
lenders in bankruptcy and restructuring matters for more than 25
years, has joined McGuireWoods' Restructuring and Insolvency
Department as a partner in New York as the firm continues its
expansion of New York-based talent focused on meeting the needs of
financial institutions.

Mr. Noble represents domestic and foreign banks, financial
institutions, investment funds and other creditor groups in middle
market and large cap out-of-court workouts and bankruptcy
proceedings.  He has experience in a wide range of industries,
including energy, healthcare, manufacturing, gaming and
telecommunications.  Mr. Noble, who joins McGuireWoods from Holland
& Knight, previously led Katten Muchin Rosenman's New York
insolvency and restructuring practice.

Mr. Noble earned a Turnaround Atlas Award from the Global M&A
Network for representing the administrative agent under a $125
million credit facility in the prepackaged restructuring of online
education company Penn Foster.  He was a finalist for the
Association of Corporate Growth's Art of the Deal Award for his
work representing the lender under a $750 million bilateral credit
facility in the out-of-court restructuring of M Resort Spa Casino
Las Vegas.

"Ken is highly respected by restructuring officers at leading
financial institutions for his track record advising banks and
other senior creditors in complex bankruptcies and out-of-court
restructurings," said Dion Hayes, chair of the firm's Restructuring
and Insolvency Department.  "He strengthens our capabilities in a
highly competitive market with increasing demand and we're
delighted to welcome him."

"Ken bolsters our restructuring and insolvency practice in New York
and complements the market-leading transactional and litigation
services we provide to financial institutions," said Noreen Kelly,
managing partner of the firm's New York office and chair of the
firm's Financial Institutions Industry Team.  "Our clients will
benefit from this key addition."

Mr. Noble joins a McGuireWoods practice that includes 35
transactional lawyers and litigators with experience in some of the
most significant restructurings and chapter 11 cases to occur in
recent years.  The firm was honored in three deal categories in the
2017 M&A Advisor Turnaround Awards, which recognize top distressed
investment and restructuring deals and the firms that handled
them.

"McGuireWoods is one of the first firms leading financial
institutions turn to for their most complex and mission-critical
legal needs," Mr. Noble said.  "I am excited for the opportunity to
join such an accomplished and high-performing team, and I look
forward to contributing to its continuing success."

Mr. Noble can be reached at:

      Kenneth E. Noble
      Partner
      McGUIREWOODS
      1345 Avenue of the Americas
      7th Floor
      New York, NY 10105-0106
      Tel: +1 212 548 7005
      Fax: +1 212 715 2309
      E-mail: knoble@mcguirewoods.com

McGuireWoods LLP -- http://www.mcguirewoods.com/-- is an
international law firm with more than 1,000 lawyers in 23 offices
worldwide.  The firm has been named "Law Firm of the Year" for
Banking and Finance Law and Banking and Finance Litigation by U.S.
News-Best Lawyers.  It ranks among the top 10 law firms in the
Financial Times' prestigious North America Innovative Lawyers
report.  The firm has been recognized 11 times on BTI Consulting's
"Client Service A-Team" -- elite firms singled out for client
service excellence based on unprompted feedback from clients in
major companies.  Its full-service public affairs arm, McGuireWoods
Consulting LLC, offers infrastructure and economic development,
strategic communications and grassroots advocacy, and government
relations solutions.


[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
                                                 Total
                                                Share-      Total
                                    Total     Holders'    Working
                                   Assets       Equity    Capital
  Company         Ticker             ($MM)        ($MM)      ($MM)
  -------         ------           ------     --------    -------
ABSOLUTE SOFTWRE  ALSWF US           98.6        (49.8)     (31.0)
ABSOLUTE SOFTWRE  OU1 GR             98.6        (49.8)     (31.0)
ABSOLUTE SOFTWRE  ABT CN             98.6        (49.8)     (31.0)
ABSOLUTE SOFTWRE  ABT2EUR EU         98.6        (49.8)     (31.0)
ABV CONSULTING I  ABVN US             0.0         (0.0)      (0.0)
ADVANCEPIERRE FO  APFH US         1,279.8       (281.1)     218.4
ADVANCEPIERRE FO  APFHEUR EU      1,279.8       (281.1)     218.4
ADVANCEPIERRE FO  1AC GR          1,279.8       (281.1)     218.4
AGENUS INC        AJ81 GR           157.0        (39.1)      50.5
AGENUS INC        AGEN US           157.0        (39.1)      50.5
AGENUS INC        AJ81 TH           157.0        (39.1)      50.5
AGENUS INC        AGENEUR EU        157.0        (39.1)      50.5
AGENUS INC        AJ81 QT           157.0        (39.1)      50.5
AMER RESTAUR-LP   ICTPU US           33.5         (4.0)      (6.2)
ASCENT SOLAR TEC  ASTIEUR EU         11.6        (11.9)     (13.9)
ASPEN TECHNOLOGY  AZPN US           244.0       (249.5)    (280.2)
ASPEN TECHNOLOGY  AST GR            244.0       (249.5)    (280.2)
ASPEN TECHNOLOGY  AST TH            244.0       (249.5)    (280.2)
ASPEN TECHNOLOGY  AZPNEUR EU        244.0       (249.5)    (280.2)
AUTOZONE INC      AZO US          8,902.6     (1,827.4)    (291.5)
AUTOZONE INC      AZ5 TH          8,902.6     (1,827.4)    (291.5)
AUTOZONE INC      AZ5 GR          8,902.6     (1,827.4)    (291.5)
AUTOZONE INC      AZOEUR EU       8,902.6     (1,827.4)    (291.5)
AUTOZONE INC      AZ5 QT          8,902.6     (1,827.4)    (291.5)
AVID TECHNOLOGY   AVID US           249.6       (269.9)     (86.9)
AVID TECHNOLOGY   AVD GR            249.6       (269.9)     (86.9)
AVON - BDR        AVON34 BZ       3,426.2       (358.2)     498.0
AVON PRODUCTS     AVP US          3,426.2       (358.2)     498.0
AVON PRODUCTS     AVP TH          3,426.2       (358.2)     498.0
AVON PRODUCTS     AVP* MM         3,426.2       (358.2)     498.0
AVON PRODUCTS     AVP GR          3,426.2       (358.2)     498.0
AVON PRODUCTS     AVP CI          3,426.2       (358.2)     498.0
AVON PRODUCTS     AVP QT          3,426.2       (358.2)     498.0
AVON PRODUCTS     AVP1EUR EU      3,426.2       (358.2)     498.0
AXIM BIOTECHNOLO  AXIM US             1.4         (2.4)      (1.6)
BENEFITFOCUS INC  BNFT US           172.0        (34.2)      18.2
BENEFITFOCUS INC  BTF GR            172.0        (34.2)      18.2
BLUE BIRD CORP    BLBD US           309.3        (82.2)       8.9
BOMBARDIER INC-B  BBDBN MM       23,112.0     (3,555.0)   1,258.0
BOMBARDIER-B OLD  BBDYB BB       23,112.0     (3,555.0)   1,258.0
BOMBARDIER-B W/I  BBD/W CN       23,112.0     (3,555.0)   1,258.0
BONANZA CREEK EN  B2CN GR         1,135.2        (73.8)    (160.1)
BONANZA CREEK EN  BCEI US         1,135.2        (73.8)    (160.1)
BONANZA CREEK EN  BCEI1EUR EU     1,135.2        (73.8)    (160.1)
BRINKER INTL      EAT US          1,403.1       (498.7)    (289.1)
BRINKER INTL      BKJ GR          1,403.1       (498.7)    (289.1)
BRINKER INTL      BKJ QT          1,403.1       (498.7)    (289.1)
BRINKER INTL      EAT2EUR EU      1,403.1       (498.7)    (289.1)
BROOKFIELD REAL   BRE CN             92.4        (31.3)       0.8
BUFFALO COAL COR  BUC SJ             49.4        (21.7)     (19.1)
BURLINGTON STORE  BURL US         2,574.5        (49.8)     (68.5)
BURLINGTON STORE  BUI GR          2,574.5        (49.8)     (68.5)
BURLINGTON STORE  BURL* MM        2,574.5        (49.8)     (68.5)
CADIZ INC         CDZI US            67.1        (54.3)      11.0
CADIZ INC         2ZC GR             67.1        (54.3)      11.0
CAESARS ENTERTAI  CZR US         14,812.0     (1,926.0)  (3,266.0)
CAESARS ENTERTAI  C08 GR         14,812.0     (1,926.0)  (3,266.0)
CALIFORNIA RESOU  CRC US          6,237.0       (447.0)    (279.0)
CALIFORNIA RESOU  1CLB GR         6,237.0       (447.0)    (279.0)
CALIFORNIA RESOU  CRCEUR EU       6,237.0       (447.0)    (279.0)
CALIFORNIA RESOU  1CL TH          6,237.0       (447.0)    (279.0)
CAMBIUM LEARNING  ABCD US           124.3        (58.5)     (69.7)
CAMPING WORLD-A   CWH US          1,811.9         (2.9)     332.2
CAMPING WORLD-A   C83 GR          1,811.9         (2.9)     332.2
CAMPING WORLD-A   CWHEUR EU       1,811.9         (2.9)     332.2
CARDCONNECT CORP  CCN US            168.8         (3.4)      21.3
CARDCONNECT CORP  55C GR            168.8         (3.4)      21.3
CARDCONNECT CORP  CCNEUR EU         168.8         (3.4)      21.3
CASELLA WASTE     WA3 GR            621.2        (23.2)       3.3
CASELLA WASTE     CWST US           621.2        (23.2)       3.3
CEDAR FAIR LP     FUN US          1,958.3        (47.6)    (105.4)
CEDAR FAIR LP     7CF GR          1,958.3        (47.6)    (105.4)
CHESAPEAKE ENERG  CHK US         11,699.0     (1,203.0)  (1,428.0)
CHESAPEAKE ENERG  CS1 GR         11,699.0     (1,203.0)  (1,428.0)
CHESAPEAKE ENERG  CS1 TH         11,699.0     (1,203.0)  (1,428.0)
CHESAPEAKE ENERG  CHK* MM        11,699.0     (1,203.0)  (1,428.0)
CHESAPEAKE ENERG  CS1 QT         11,699.0     (1,203.0)  (1,428.0)
CHESAPEAKE ENERG  CHKEUR EU      11,699.0     (1,203.0)  (1,428.0)
CHOICE HOTELS     CZH GR            904.1       (292.5)      68.8
CHOICE HOTELS     CHH US            904.1       (292.5)      68.8
CINCINNATI BELL   CBB US          1,474.0       (127.4)       9.3
CINCINNATI BELL   CIB1 GR         1,474.0       (127.4)       9.3
CINCINNATI BELL   CBBEUR EU       1,474.0       (127.4)       9.3
CLEAR CHANNEL-A   C7C GR          5,386.4     (1,234.5)     339.9
CLEAR CHANNEL-A   CCO US          5,386.4     (1,234.5)     339.9
CLIFFS NATURAL R  CVA GR          1,925.7       (703.0)     503.9
CLIFFS NATURAL R  CVA TH          1,925.7       (703.0)     503.9
CLIFFS NATURAL R  CLF US          1,925.7       (703.0)     503.9
CLIFFS NATURAL R  CLF* MM         1,925.7       (703.0)     503.9
CLIFFS NATURAL R  CVA QT          1,925.7       (703.0)     503.9
CLIFFS NATURAL R  CLF2EUR EU      1,925.7       (703.0)     503.9
COGENT COMMUNICA  CCOI US           732.7        (63.6)     248.6
COGENT COMMUNICA  OGM1 GR           732.7        (63.6)     248.6
COLGATE-BDR       COLG34 BZ      12,448.0         (5.0)     787.0
COLGATE-PALMOLIV  CL US          12,448.0         (5.0)     787.0
COLGATE-PALMOLIV  CPA GR         12,448.0         (5.0)     787.0
COLGATE-PALMOLIV  CL SW          12,448.0         (5.0)     787.0
COLGATE-PALMOLIV  CL* MM         12,448.0         (5.0)     787.0
COLGATE-PALMOLIV  CLEUR EU       12,448.0         (5.0)     787.0
COLGATE-PALMOLIV  CLCHF EU       12,448.0         (5.0)     787.0
COLGATE-PALMOLIV  CPA TH         12,448.0         (5.0)     787.0
COLGATE-PALMOLIV  CPA QT         12,448.0         (5.0)     787.0
COLGATE-PALMOLIV  CLUSD SW       12,448.0         (5.0)     787.0
CONTURA ENERGY I  CNTE US           827.7         (4.6)      56.6
CORIUM INTERNATI  CORI US            58.6         (6.3)      30.7
CORIUM INTERNATI  6CU GR             58.6         (6.3)      30.7
CPI CARD GROUP I  PMTS CN           261.8       (101.9)      52.1
CURE PHARMACEUTI  CURR US             -           (0.0)      (0.0)
DELEK LOGISTICS   DKL US            415.5        (13.3)      11.3
DELEK LOGISTICS   D6L GR            415.5        (13.3)      11.3
DENNY'S CORP      DE8 GR            308.2        (64.7)     (45.5)
DENNY'S CORP      DENN US           308.2        (64.7)     (45.5)
DOMINO'S PIZZA    EZV TH            742.5     (1,853.7)     159.2
DOMINO'S PIZZA    EZV GR            742.5     (1,853.7)     159.2
DOMINO'S PIZZA    DPZ US            742.5     (1,853.7)     159.2
DOMINO'S PIZZA    EZV QT            742.5     (1,853.7)     159.2
DUN & BRADSTREET  DB5 GR          2,279.3       (979.5)    (139.6)
DUN & BRADSTREET  DB5 TH          2,279.3       (979.5)    (139.6)
DUN & BRADSTREET  DNB US          2,279.3       (979.5)    (139.6)
DUN & BRADSTREET  DNB1EUR EU      2,279.3       (979.5)    (139.6)
DUNKIN' BRANDS G  2DB GR          3,196.1       (119.0)     218.1
DUNKIN' BRANDS G  DNKN US         3,196.1       (119.0)     218.1
DUNKIN' BRANDS G  2DB TH          3,196.1       (119.0)     218.1
DUNKIN' BRANDS G  DNKNEUR EU      3,196.1       (119.0)     218.1
ERIN ENERGY CORP  ERN SJ            289.2       (224.6)    (264.4)
EVERI HOLDINGS I  EVRI US         1,320.5       (109.6)       4.1
EVERI HOLDINGS I  G2C TH          1,320.5       (109.6)       4.1
EVERI HOLDINGS I  G2C GR          1,320.5       (109.6)       4.1
EVERI HOLDINGS I  EVRIEUR EU      1,320.5       (109.6)       4.1
FAIRPOINT COMMUN  FRP US          1,197.9        (74.0)      15.6
FAIRPOINT COMMUN  FONN GR         1,197.9        (74.0)      15.6
FERRELLGAS-LP     FEG GR          1,745.6       (696.5)     (50.5)
FERRELLGAS-LP     FGP US          1,745.6       (696.5)     (50.5)
FIFTH STREET ASS  FSAM US           178.8         (5.5)       -
FIFTH STREET ASS  7FS TH            178.8         (5.5)       -
FRESHII           FRII CN            13.2        (10.2)     (11.1)
FRESHII           3FI GR             13.2        (10.2)     (11.1)
FRESHII           FRIIEUR EU         13.2        (10.2)     (11.1)
FRESHII           FRHHF US           13.2        (10.2)     (11.1)
GAMCO INVESTO-A   GBL US            149.2       (166.6)       -
GCP APPLIED TECH  GCP US          1,077.7       (137.7)     259.3
GCP APPLIED TECH  43G GR          1,077.7       (137.7)     259.3
GCP APPLIED TECH  GCPEUR EU       1,077.7       (137.7)     259.3
GIYANI GOLD CORP  GGC NW              1.1         (0.2)      (1.0)
GNC HOLDINGS INC  IGN GR          2,062.6        (69.2)     490.1
GNC HOLDINGS INC  GNC US          2,062.6        (69.2)     490.1
GNC HOLDINGS INC  IGN TH          2,062.6        (69.2)     490.1
GNC HOLDINGS INC  GNC1EUR EU      2,062.6        (69.2)     490.1
GOGO INC          GOGO US         1,270.1        (76.6)     348.7
GOGO INC          G0G GR          1,270.1        (76.6)     348.7
GREEN PLAINS PAR  GPP US             93.3        (63.1)       4.3
GREEN PLAINS PAR  8GP GR             93.3        (63.1)       4.3
H&R BLOCK INC     HRB US          2,577.6       (800.8)     648.2
H&R BLOCK INC     HRB GR          2,577.6       (800.8)     648.2
H&R BLOCK INC     HRB TH          2,577.6       (800.8)     648.2
H&R BLOCK INC     HRBEUR EU       2,577.6       (800.8)     648.2
HALOZYME THERAPE  HALO US           226.8        (58.5)     160.6
HALOZYME THERAPE  RV7 GR            226.8        (58.5)     160.6
HALOZYME THERAPE  HALOEUR EU        226.8        (58.5)     160.6
HALOZYME THERAPE  RV7 QT            226.8        (58.5)     160.6
HAMILTON LANE-A   HLNE US           207.1       (103.6)       -
HAMILTON LANE-A   HLNEEUR EU        207.1       (103.6)       -
HCA HEALTHCARE I  2BH GR         33,795.0     (5,357.0)   3,574.0
HCA HEALTHCARE I  HCA US         33,795.0     (5,357.0)   3,574.0
HCA HEALTHCARE I  2BH TH         33,795.0     (5,357.0)   3,574.0
HCA HEALTHCARE I  HCAEUR EU      33,795.0     (5,357.0)   3,574.0
HERON THERAPEUTI  HRTX US            67.5        (21.3)      23.4
HERON THERAPEUTI  AXD2 GR            67.5        (21.3)      23.4
HORTONWORKS INC   HDP US            220.6        (15.5)     (16.7)
HORTONWORKS INC   14K GR            220.6        (15.5)     (16.7)
HORTONWORKS INC   14K QT            220.6        (15.5)     (16.7)
HORTONWORKS INC   HDPEUR EU         220.6        (15.5)     (16.7)
HOVNANIAN-A-WI    HOV-W US        2,145.3       (128.3)   1,266.8
HP COMPANY-BDR    HPQB34 BZ      28,192.0     (4,327.0)    (812.0)
HP INC            HPQ* MM        28,192.0     (4,327.0)    (812.0)
HP INC            HPQ US         28,192.0     (4,327.0)    (812.0)
HP INC            7HP TH         28,192.0     (4,327.0)    (812.0)
HP INC            7HP GR         28,192.0     (4,327.0)    (812.0)
HP INC            HPQ TE         28,192.0     (4,327.0)    (812.0)
HP INC            HPQ CI         28,192.0     (4,327.0)    (812.0)
HP INC            HPQ SW         28,192.0     (4,327.0)    (812.0)
HP INC            HPQCHF EU      28,192.0     (4,327.0)    (812.0)
HP INC            HPQUSD SW      28,192.0     (4,327.0)    (812.0)
HP INC            HPQEUR EU      28,192.0     (4,327.0)    (812.0)
IDEXX LABS        IDXX US         1,572.1        (73.9)     (57.5)
IDEXX LABS        IX1 GR          1,572.1        (73.9)     (57.5)
IDEXX LABS        IX1 TH          1,572.1        (73.9)     (57.5)
IDEXX LABS        IX1 QT          1,572.1        (73.9)     (57.5)
IMMUNOGEN INC     IMU GR            198.9       (152.9)     143.1
IMMUNOGEN INC     IMGN US           198.9       (152.9)     143.1
IMMUNOGEN INC     IMU TH            198.9       (152.9)     143.1
IMMUNOGEN INC     IMU QT            198.9       (152.9)     143.1
IMMUNOMEDICS INC  IMMU US            53.1        (75.2)      20.0
IMMUNOMEDICS INC  IM3 GR             53.1        (75.2)      20.0
IMMUNOMEDICS INC  IM3 TH             53.1        (75.2)      20.0
IMMUNOMEDICS INC  IM3 QT             53.1        (75.2)      20.0
INFOR ACQUISIT-A  IAC/A CN          233.0         (5.5)       0.3
INFOR ACQUISITIO  IAC-U CN          233.0         (5.5)       0.3
INNOVIVA INC      INVA US           391.9       (334.2)     201.5
INNOVIVA INC      HVE GR            391.9       (334.2)     201.5
INNOVIVA INC      INVAEUR EU        391.9       (334.2)     201.5
INTERNAP CORP     IP9A GR           430.6         (3.7)     (15.9)
INTERNAP CORP     INAP US           430.6         (3.7)     (15.9)
INTERNATIONAL WI  ITWG US           318.8        (14.4)     101.7
JACK IN THE BOX   JBX GR          1,258.6       (273.2)    (118.2)
JACK IN THE BOX   JACK US         1,258.6       (273.2)    (118.2)
JACK IN THE BOX   JACK1EUR EU     1,258.6       (273.2)    (118.2)
JACK IN THE BOX   JBX QT          1,258.6       (273.2)    (118.2)
JUST ENERGY GROU  JE US           1,287.8       (209.6)     104.5
JUST ENERGY GROU  1JE GR          1,287.8       (209.6)     104.5
JUST ENERGY GROU  JE CN           1,287.8       (209.6)     104.5
KERYX BIOPHARM    KYX GR            127.7        (22.5)      97.2
KERYX BIOPHARM    KERX US           127.7        (22.5)      97.2
KERYX BIOPHARM    KYX TH            127.7        (22.5)      97.2
KERYX BIOPHARM    KERXEUR EU        127.7        (22.5)      97.2
L BRANDS INC      LTD GR          8,170.0       (727.0)   1,451.0
L BRANDS INC      LTD TH          8,170.0       (727.0)   1,451.0
L BRANDS INC      LB US           8,170.0       (727.0)   1,451.0
L BRANDS INC      LBEUR EU        8,170.0       (727.0)   1,451.0
L BRANDS INC      LB* MM          8,170.0       (727.0)   1,451.0
L BRANDS INC      LTD QT          8,170.0       (727.0)   1,451.0
LAMB WESTON       LW US           2,432.2       (650.9)     336.9
LAMB WESTON       0L5 GR          2,432.2       (650.9)     336.9
LAMB WESTON       LW-WEUR EU      2,432.2       (650.9)     336.9
LAMB WESTON       0L5 TH          2,432.2       (650.9)     336.9
LANTHEUS HOLDING  LNTH US           249.6       (101.2)      67.6
LANTHEUS HOLDING  0L8 GR            249.6       (101.2)      67.6
LENNOX INTL INC   LXI GR          1,950.6         (1.0)     148.9
LENNOX INTL INC   LII US          1,950.6         (1.0)     148.9
LENNOX INTL INC   LII1EUR EU      1,950.6         (1.0)     148.9
LINN ENERGY INC   LNGG US         4,660.6     (2,397.0)  (1,341.1)
MADISON-A/NEW-WI  MSGN-W US         864.4       (987.0)     195.4
MANNKIND CORP     MNKD IT           107.1       (183.6)     (14.6)
MASCO CORP        MAS US          5,139.0        (59.0)   1,534.0
MASCO CORP        MSQ GR          5,139.0        (59.0)   1,534.0
MASCO CORP        MSQ TH          5,139.0        (59.0)   1,534.0
MASCO CORP        MAS* MM         5,139.0        (59.0)   1,534.0
MASCO CORP        MAS1EUR EU      5,139.0        (59.0)   1,534.0
MCDONALDS - BDR   MCDC34 BZ      32,120.3     (2,030.8)   2,686.5
MCDONALDS CORP    MDO TH         32,120.3     (2,030.8)   2,686.5
MCDONALDS CORP    MCD TE         32,120.3     (2,030.8)   2,686.5
MCDONALDS CORP    MDO GR         32,120.3     (2,030.8)   2,686.5
MCDONALDS CORP    MCD* MM        32,120.3     (2,030.8)   2,686.5
MCDONALDS CORP    MCD US         32,120.3     (2,030.8)   2,686.5
MCDONALDS CORP    MCD SW         32,120.3     (2,030.8)   2,686.5
MCDONALDS CORP    MCD CI         32,120.3     (2,030.8)   2,686.5
MCDONALDS CORP    MDO QT         32,120.3     (2,030.8)   2,686.5
MCDONALDS CORP    MCDCHF EU      32,120.3     (2,030.8)   2,686.5
MCDONALDS CORP    MCDUSD SW      32,120.3     (2,030.8)   2,686.5
MCDONALDS CORP    MCDEUR EU      32,120.3     (2,030.8)   2,686.5
MCDONALDS-CEDEAR  MCD AR         32,120.3     (2,030.8)   2,686.5
MDC COMM-W/I      MDZ/W CN        1,626.7       (356.8)    (280.0)
MDC PARTNERS-A    MDZ/A CN        1,626.7       (356.8)    (280.0)
MDC PARTNERS-A    MDCA US         1,626.7       (356.8)    (280.0)
MDC PARTNERS-A    MD7A GR         1,626.7       (356.8)    (280.0)
MDC PARTNERS-A    MDCAEUR EU      1,626.7       (356.8)    (280.0)
MDC PARTNERS-EXC  MDZ/N CN        1,626.7       (356.8)    (280.0)
MEAD JOHNSON      MJN US          4,227.1       (392.8)   1,508.5
MEAD JOHNSON      0MJA TH         4,227.1       (392.8)   1,508.5
MEAD JOHNSON      0MJA GR         4,227.1       (392.8)   1,508.5
MEAD JOHNSON      MJNEUR EU       4,227.1       (392.8)   1,508.5
MEDLEY MANAGE-A   MDLY US           122.4        (16.9)      34.9
MERITOR INC       AID1 GR         2,536.0       (125.0)      55.0
MERITOR INC       MTOR US         2,536.0       (125.0)      55.0
MERITOR INC       MTOREUR EU      2,536.0       (125.0)      55.0
MERRIMACK PHARMA  MACK US            81.5       (252.7)     (30.8)
MERRIMACK PHARMA  MP6 GR             81.5       (252.7)     (30.8)
MERRIMACK PHARMA  MACKEUR EU         81.5       (252.7)     (30.8)
MERRIMACK PHARMA  MP6 QT             81.5       (252.7)     (30.8)
MICHAELS COS INC  MIK US          2,147.6     (1,698.4)     518.6
MICHAELS COS INC  MIM GR          2,147.6     (1,698.4)     518.6
MIRAGEN THERAPEU  MGEN US             7.5          4.7        3.7
MIRAGEN THERAPEU  1S1 GR              7.5          4.7        3.7
MIRAGEN THERAPEU  SGNLEUR EU          7.5          4.7        3.7
MONEYGRAM INTERN  MGI US          4,437.5       (199.3)     (23.5)
MONEYGRAM INTERN  9M1N GR         4,437.5       (199.3)     (23.5)
MONEYGRAM INTERN  9M1N TH         4,437.5       (199.3)     (23.5)
MONEYGRAM INTERN  MGIEUR EU       4,437.5       (199.3)     (23.5)
MOODY'S CORP      DUT GR          5,435.9       (724.2)   2,061.7
MOODY'S CORP      MCO US          5,435.9       (724.2)   2,061.7
MOODY'S CORP      DUT TH          5,435.9       (724.2)   2,061.7
MOODY'S CORP      MCOEUR EU       5,435.9       (724.2)   2,061.7
MOODY'S CORP      DUT QT          5,435.9       (724.2)   2,061.7
MOTOROLA SOLUTIO  MTLA GR         8,140.0     (1,037.0)     688.0
MOTOROLA SOLUTIO  MTLA TH         8,140.0     (1,037.0)     688.0
MOTOROLA SOLUTIO  MSI US          8,140.0     (1,037.0)     688.0
MOTOROLA SOLUTIO  MOT TE          8,140.0     (1,037.0)     688.0
MOTOROLA SOLUTIO  MSI1EUR EU      8,140.0     (1,037.0)     688.0
MSG NETWORKS- A   MSGN US           864.4       (987.0)     195.4
MSG NETWORKS- A   1M4 GR            864.4       (987.0)     195.4
MSG NETWORKS- A   1M4 TH            864.4       (987.0)     195.4
MSG NETWORKS- A   MSGNEUR EU        864.4       (987.0)     195.4
NANOSTRING TECHN  0F1 GR            106.5         (3.1)      59.9
NANOSTRING TECHN  NSTGEUR EU        106.5         (3.1)      59.9
NANOSTRING TECHN  NSTG US           106.5         (3.1)      59.9
NATHANS FAMOUS    NATH US            78.3        (67.3)      55.7
NATHANS FAMOUS    NFA GR             78.3        (67.3)      55.7
NATIONAL CINEMED  XWM GR          1,151.9        (54.1)      92.9
NATIONAL CINEMED  NCMI US         1,151.9        (54.1)      92.9
NATIONAL CINEMED  NCMIEUR EU      1,151.9        (54.1)      92.9
NAVIDEA BIOPHARM  NAVB IT            12.5        (67.7)     (59.0)
NAVISTAR INTL     IHR GR          5,394.0     (5,329.0)     683.0
NAVISTAR INTL     NAV US          5,394.0     (5,329.0)     683.0
NAVISTAR INTL     IHR TH          5,394.0     (5,329.0)     683.0
NAVISTAR INTL     IHR QT          5,394.0     (5,329.0)     683.0
NEFF CORP-CL A    NEFF US           652.7       (124.7)       1.3
NEFF CORP-CL A    NFO GR            652.7       (124.7)       1.3
NEOS THERAPEUTIC  NEOS US            80.1         (1.5)      33.6
NEW ENG RLTY-LP   NEN US            190.6        (34.2)       -
NYMOX PHARMACEUT  NYMX US             2.1         (0.6)       0.7
NYMOX PHARMACEUT  NYM GR              2.1         (0.6)       0.7
OKTA INC          OKTA US           130.6        (15.7)     (42.8)
OKTA INC          0OK GR            130.6        (15.7)     (42.8)
OKTA INC          0OK QT            130.6        (15.7)     (42.8)
OKTA INC          OKTAEUR EU        130.6        (15.7)     (42.8)
OMEROS CORP       3O8 GR             67.3        (37.4)      44.2
OMEROS CORP       OMER US            67.3        (37.4)      44.2
OMEROS CORP       3O8 TH             67.3        (37.4)      44.2
OMEROS CORP       OMEREUR EU         67.3        (37.4)      44.2
PENN NATL GAMING  PN1 GR          4,947.0       (540.7)     (50.0)
PENN NATL GAMING  PENN US         4,947.0       (540.7)     (50.0)
PHILIP MORRIS IN  PM1EUR EU      36,627.0    (10,557.0)   3,529.0
PHILIP MORRIS IN  PMI SW         36,627.0    (10,557.0)   3,529.0
PHILIP MORRIS IN  PM1 TE         36,627.0    (10,557.0)   3,529.0
PHILIP MORRIS IN  4I1 TH         36,627.0    (10,557.0)   3,529.0
PHILIP MORRIS IN  PM1CHF EU      36,627.0    (10,557.0)   3,529.0
PHILIP MORRIS IN  4I1 GR         36,627.0    (10,557.0)   3,529.0
PHILIP MORRIS IN  PM US          36,627.0    (10,557.0)   3,529.0
PHILIP MORRIS IN  PM FP          36,627.0    (10,557.0)   3,529.0
PHILIP MORRIS IN  PMI1 IX        36,627.0    (10,557.0)   3,529.0
PHILIP MORRIS IN  PMI EB         36,627.0    (10,557.0)   3,529.0
PHILIP MORRIS IN  4I1 QT         36,627.0    (10,557.0)   3,529.0
PINNACLE ENTERTA  PNK US          4,003.8       (351.8)     (82.3)
PINNACLE ENTERTA  65P GR          4,003.8       (351.8)     (82.3)
PITNEY BOWES INC  PBW GR          5,747.2        (46.3)    (215.3)
PITNEY BOWES INC  PBI US          5,747.2        (46.3)    (215.3)
PITNEY BOWES INC  PBW TH          5,747.2        (46.3)    (215.3)
PITNEY BOWES INC  PBIEUR EU       5,747.2        (46.3)    (215.3)
PLANET FITNESS-A  PLNT US         1,156.4       (188.0)      28.1
PLANET FITNESS-A  3PL TH          1,156.4       (188.0)      28.1
PLANET FITNESS-A  3PL GR          1,156.4       (188.0)      28.1
PLANET FITNESS-A  3PL QT          1,156.4       (188.0)      28.1
PLANET FITNESS-A  PLNT1EUR EU     1,156.4       (188.0)      28.1
PROS HOLDINGS IN  PH2 GR            210.7        (19.9)      63.0
PROS HOLDINGS IN  PRO US            210.7        (19.9)      63.0
QUANTUM CORP      QNT2 GR           229.7       (116.6)     (39.2)
QUANTUM CORP      QNT1 TH           229.7       (116.6)     (39.2)
QUANTUM CORP      QTM US            229.7       (116.6)     (39.2)
QUANTUM CORP      QTM1EUR EU        229.7       (116.6)     (39.2)
REATA PHARMACE-A  RETA US            89.1       (215.0)      27.7
REATA PHARMACE-A  2R3 GR             89.1       (215.0)      27.7
REATA PHARMACE-A  RETAEUR EU         89.1       (215.0)      27.7
REGAL ENTERTAI-A  RGC US          2,686.1       (826.1)      (7.6)
REGAL ENTERTAI-A  RETA GR         2,686.1       (826.1)      (7.6)
REGAL ENTERTAI-A  RGC* MM         2,686.1       (826.1)      (7.6)
RESOLUTE ENERGY   R21 GR            489.6        (75.9)     (69.6)
RESOLUTE ENERGY   REN US            489.6        (75.9)     (69.6)
RESOLUTE ENERGY   RENEUR EU         489.6        (75.9)     (69.6)
REVLON INC-A      REV US          2,999.0       (642.0)     343.1
REVLON INC-A      RVL1 GR         2,999.0       (642.0)     343.1
REVLON INC-A      RVL1 TH         2,999.0       (642.0)     343.1
REVLON INC-A      REVEUR EU       2,999.0       (642.0)     343.1
ROSETTA STONE IN  RST US            194.3         (1.7)     (65.7)
ROSETTA STONE IN  RS8 GR            194.3         (1.7)     (65.7)
ROSETTA STONE IN  RS8 TH            194.3         (1.7)     (65.7)
ROSETTA STONE IN  RST1EUR EU        194.3         (1.7)     (65.7)
RR DONNELLEY & S  DLLN GR         3,907.3       (174.1)     725.7
RR DONNELLEY & S  RRD US          3,907.3       (174.1)     725.7
RR DONNELLEY & S  DLLN TH         3,907.3       (174.1)     725.7
RR DONNELLEY & S  RRDEUR EU       3,907.3       (174.1)     725.7
RYERSON HOLDING   RYI US          1,738.9        (32.7)     676.2
RYERSON HOLDING   7RY GR          1,738.9        (32.7)     676.2
RYERSON HOLDING   7RY TH          1,738.9        (32.7)     676.2
SALLY BEAUTY HOL  SBH US          2,070.8       (320.6)     657.6
SALLY BEAUTY HOL  S7V GR          2,070.8       (320.6)     657.6
SANCHEZ ENERGY C  SN US           2,078.6        (77.6)      29.0
SANCHEZ ENERGY C  SN* MM          2,078.6        (77.6)      29.0
SANCHEZ ENERGY C  13S GR          2,078.6        (77.6)      29.0
SANCHEZ ENERGY C  13S TH          2,078.6        (77.6)      29.0
SANCHEZ ENERGY C  SNEUR EU        2,078.6        (77.6)      29.0
SBA COMM CORP     4SB GR          7,297.4     (1,916.5)      72.7
SBA COMM CORP     SBAC US         7,297.4     (1,916.5)      72.7
SBA COMM CORP     SBJ TH          7,297.4     (1,916.5)      72.7
SBA COMM CORP     SBACEUR EU      7,297.4     (1,916.5)      72.7
SCIENTIFIC GAM-A  TJW GR          7,073.2     (1,995.2)     434.7
SCIENTIFIC GAM-A  SGMS US         7,073.2     (1,995.2)     434.7
SEARS HOLDINGS    SEE GR          9,362.0     (3,824.0)     315.0
SEARS HOLDINGS    SEE TH          9,362.0     (3,824.0)     315.0
SEARS HOLDINGS    SHLD US         9,362.0     (3,824.0)     315.0
SEARS HOLDINGS    SHLDEUR EU      9,362.0     (3,824.0)     315.0
SIGA TECH INC     SIGA US           160.8       (296.1)      52.6
SILVER SPRING NE  SSNI US           447.1        (31.5)      15.2
SILVER SPRING NE  9SI GR            447.1        (31.5)      15.2
SILVER SPRING NE  9SI TH            447.1        (31.5)      15.2
SILVER SPRING NE  SSNIEUR EU        447.1        (31.5)      15.2
SIRIUS XM CANADA  XSR CN            307.0       (127.9)    (152.0)
SIRIUS XM CANADA  SIICF US          307.0       (127.9)    (152.0)
SIRIUS XM HOLDIN  SIRI US         7,931.8       (921.1)  (1,901.0)
SIRIUS XM HOLDIN  RDO TH          7,931.8       (921.1)  (1,901.0)
SIRIUS XM HOLDIN  RDO GR          7,931.8       (921.1)  (1,901.0)
SIRIUS XM HOLDIN  SIRI SW         7,931.8       (921.1)  (1,901.0)
SIRIUS XM HOLDIN  RDO QT          7,931.8       (921.1)  (1,901.0)
SIRIUS XM HOLDIN  SIRIEUR EU      7,931.8       (921.1)  (1,901.0)
SLATE RETAIL R-U  SRT-U CN        1,114.6         (2.9)       -
SLATE RETAIL R-U  SRT/U CN        1,114.6         (2.9)       -
SLATE RETAIL R-U  SRRTF US        1,114.6         (2.9)       -
SONIC CORP        SONC US           571.7       (157.7)      38.2
SONIC CORP        SO4 GR            571.7       (157.7)      38.2
SONIC CORP        SONCEUR EU        571.7       (157.7)      38.2
STONE ENERGY COR  SGY US          1,139.5       (637.3)     132.4
STONE ENERGY COR  SEQ2 GR         1,139.5       (637.3)     132.4
STONE ENERGY COR  SGY1EUR EU      1,139.5       (637.3)     132.4
STRAIGHT PATH-B   STRP US             9.9        (14.2)      (7.4)
STRAIGHT PATH-B   5I0 GR              9.9        (14.2)      (7.4)
SYNTEL INC        SYNT US           443.6       (136.2)     134.5
SYNTEL INC        SYE GR            443.6       (136.2)     134.5
SYNTEL INC        SYE TH            443.6       (136.2)     134.5
SYNTEL INC        SYNT1EUR EU       443.6       (136.2)     134.5
SYNTEL INC        SYNT* MM          443.6       (136.2)     134.5
TAILORED BRANDS   TLRD US         2,097.9       (107.6)     705.8
TAILORED BRANDS   WRMA GR         2,097.9       (107.6)     705.8
TAILORED BRANDS   TLRD* MM        2,097.9       (107.6)     705.8
TAUBMAN CENTERS   TU8 GR          4,044.9        (75.4)       -
TAUBMAN CENTERS   TCO US          4,044.9        (75.4)       -
TEMPUR SEALY INT  TPD GR          2,680.3        (11.3)      90.1
TEMPUR SEALY INT  TPX US          2,680.3        (11.3)      90.1
TRANSDIGM GROUP   T7D GR         10,187.3     (2,038.8)   1,587.8
TRANSDIGM GROUP   TDG US         10,187.3     (2,038.8)   1,587.8
TRANSDIGM GROUP   TDG SW         10,187.3     (2,038.8)   1,587.8
TRANSDIGM GROUP   TDGCHF EU      10,187.3     (2,038.8)   1,587.8
TRANSDIGM GROUP   T7D QT         10,187.3     (2,038.8)   1,587.8
TRANSDIGM GROUP   TDGEUR EU      10,187.3     (2,038.8)   1,587.8
ULTRA PETROLEUM   UPL US          1,540.9     (2,928.2)     383.2
ULTRA PETROLEUM   UPL1EUR EU      1,540.9     (2,928.2)     383.2
UNISYS CORP       UISCHF EU       1,962.3     (1,626.7)      19.3
UNISYS CORP       UISEUR EU       1,962.3     (1,626.7)      19.3
UNISYS CORP       UIS US          1,962.3     (1,626.7)      19.3
UNISYS CORP       UIS1 SW         1,962.3     (1,626.7)      19.3
UNISYS CORP       USY1 TH         1,962.3     (1,626.7)      19.3
UNISYS CORP       USY1 GR         1,962.3     (1,626.7)      19.3
UNITI GROUP INC   UNIT US         3,280.7     (1,426.9)       -
UNITI GROUP INC   8XC GR          3,280.7     (1,426.9)       -
VALVOLINE INC     VVV US          1,907.0       (218.0)     261.0
VALVOLINE INC     0V4 GR          1,907.0       (218.0)     261.0
VALVOLINE INC     0V4 TH          1,907.0       (218.0)     261.0
VALVOLINE INC     VVVEUR EU       1,907.0       (218.0)     261.0
VALVOLINE INC-WI  VVV-W US        1,907.0       (218.0)     261.0
VECTOR GROUP LTD  VGR GR          1,387.1       (264.3)     469.4
VECTOR GROUP LTD  VGR US          1,387.1       (264.3)     469.4
VECTOR GROUP LTD  VGR QT          1,387.1       (264.3)     469.4
VERISIGN INC      VRS TH          2,315.5     (1,187.7)     317.8
VERISIGN INC      VRS GR          2,315.5     (1,187.7)     317.8
VERISIGN INC      VRSN US         2,315.5     (1,187.7)     317.8
VERISIGN INC      VRSNEUR EU      2,315.5     (1,187.7)     317.8
VERSUM MATER      VSM US          1,120.0        (61.7)     388.9
VERSUM MATER      2V1 GR          1,120.0        (61.7)     388.9
VERSUM MATER      VSMEUR EU       1,120.0        (61.7)     388.9
VERSUM MATER      2V1 TH          1,120.0        (61.7)     388.9
VIEWRAY INC       VRAY US            48.8        (43.7)      (1.3)
VIEWRAY INC       6L9 GR             48.8        (43.7)      (1.3)
VIEWRAY INC       VRAYEUR EU         48.8        (43.7)      (1.3)
WEIGHT WATCHERS   WTW US          1,301.0     (1,185.2)     (33.3)
WEIGHT WATCHERS   WW6 GR          1,301.0     (1,185.2)     (33.3)
WEIGHT WATCHERS   WW6 TH          1,301.0     (1,185.2)     (33.3)
WEIGHT WATCHERS   WTWEUR EU       1,301.0     (1,185.2)     (33.3)
WEIGHT WATCHERS   WW6 QT          1,301.0     (1,185.2)     (33.3)
WELBILT INC       WBT US          1,837.1        (26.3)      94.8
WELBILT INC       6M6 GR          1,837.1        (26.3)      94.8
WELBILT INC       MFS1EUR EU      1,837.1        (26.3)      94.8
WEST CORP         WSTC US         3,456.0       (390.6)     243.4
WEST CORP         WT2 GR          3,456.0       (390.6)     243.4
WESTMORELAND COA  WLB US          1,584.9       (690.1)      (1.6)
WESTMORELAND COA  WME GR          1,584.9       (690.1)      (1.6)
WINGSTOP INC      WING US           113.2        (67.3)      (3.5)
WINGSTOP INC      EWG GR            113.2        (67.3)      (3.5)
WINMARK CORP      WINA US            47.4         (2.3)      12.4
WINMARK CORP      GBZ GR             47.4         (2.3)      12.4
WORKIVA INC       WK US             139.8         (5.0)      (2.5)
WORKIVA INC       0WKA GR           139.8         (5.0)      (2.5)
YRC WORLDWIDE IN  YRCW US         1,727.9       (438.0)     243.7
YRC WORLDWIDE IN  YEL1 GR         1,727.9       (438.0)     243.7
YRC WORLDWIDE IN  YEL1 TH         1,727.9       (438.0)     243.7
YRC WORLDWIDE IN  YEL1 QT         1,727.9       (438.0)     243.7
YRC WORLDWIDE IN  YRCWEUR EU      1,727.9       (438.0)     243.7
YUM! BRANDS INC   YUM US          5,151.0     (5,812.0)    (281.0)
YUM! BRANDS INC   TGR GR          5,151.0     (5,812.0)    (281.0)
YUM! BRANDS INC   TGR TH          5,151.0     (5,812.0)    (281.0)
YUM! BRANDS INC   YUMEUR EU       5,151.0     (5,812.0)    (281.0)
YUM! BRANDS INC   TGR QT          5,151.0     (5,812.0)    (281.0)
YUM! BRANDS INC   YUMCHF EU       5,151.0     (5,812.0)    (281.0)
YUM! BRANDS INC   YUM SW          5,151.0     (5,812.0)    (281.0)
YUM! BRANDS INC   YUMUSD SW       5,151.0     (5,812.0)    (281.0)


                            *********

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
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                   *** End of Transmission ***