TCR_Public/170519.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, May 19, 2017, Vol. 21, No. 138

                            Headlines

135 WEST 13: Case Summary & 9 Unsecured Creditors
15 JOHN CORP: To Use Cash From Philippe Lajaunie to Pay Creditors
1668 DOMINO'S CORP: Hires Marengo-Rullan CPA as Accountant
4922 DEL RAY: U.S. Trustee Unable to Appoint Committee
5 STAR INVESTMENT: Trustee Selling South Bend Property for $101K

5 STAR INVESTMENT: Trustee Selling South Bend Property for $37.5K
ABBA MEDICAL: Disclosures OK'd; Plan Hearing Set for June 8
ACTIVECARE INC: Needs Additional Time to Compete Form 10-Q
ADEPTUS HEALTH: Wexford, Debello Seek Appointment of Equity Panel
ALLEN CONSTRUCTION: Hires Kent Walhberg as Accountant

ALTADENA LINCOLN: Taps Tiemstra Law as Reorganization Counsel
AMERICAN POWER: Incurs $1.81 Million Net Loss in Second Quarter
AMERICAN TRAFFIC: Moody's Assigns B2 CFR; Outlook Stable
AMPLIFY ENERGY: Cancels Registration of Securities
AMPLIFY ENERGY: Posts $16.4M Net Loss in First Quarter

AQUA LIFE: Taps Ehrenstein Charbonneau as Legal Counsel
ASHLAND GLOBAL: S&P Assigns 'BB+' Rating on Proposed Secured Loans
AZTEC OIL: Secured Claim Amount to be Determined Through Litigation
BASS PRO: Bank Debt Trades at 3% Off
BELK INC: Bank Debt Trades at 12% Off

BEN SINGER: June 8 Plan Confirmation Hearing Set
BIOFIX HOLDING: Seeks to Hire Durand & Associates as Attorney
BLACKBERRY LTD: Egan-Jones Cuts Commercial Paper Ratings to B
BRIGGS & STRATTON: Egan-Jones Hikes Sr. Unsecured Ratings to BB+
BRISTOW GROUP: S&P Lowers CCR to 'B' on Continued Weak Operations

CAMPBELLTON-GRACEVILLE: Says PCO Appointment Not Required
CARRIZO OIL: S&P Retains 'B+' CCR; Outlook Stable
CASTLE ARCH: Trustee Selling Tooele Property for $39K
CELERITAS CHEMICALS: Manidhari Objects to Disclosure Statement
CENTRAL GROCERS: U.S. Trustee Forms 7-Member Committee

CHAMPAGNE SERVICES: Unsecureds to be Paid 10% Under Creditors Plan
CHAPARRAL ENERGY: Posts $1.02B Net Income in First Quarter
CHELLINO CRANE: Seeks to Hire Epiq as Claims Agent
CHELLINO CRANE: Taps Conway MacKenzie as Financial Advisor
CHELLINO CRANE: Taps Sugar Felsenthal as Legal Counsel

CHELLINO CRANE: U.S. Trustee Forms 4-Member Committee
CHF DEKALB II: Moody's Lowers Rating on $130MM Bonds to Ba1
CHG HEALTHCARE: S&P Assigns 'B' Rating on New 1st-Lien Term Loan
CIBER INC: Taps Prime Clerk as Administrative Advisor
CLINE GRAIN: New Winchester Wants to Use Cash Collateral

CLINE GRAIN: Wants to Use Cash Collateral to Pay Marketing Fees
CNG HOLDINGS: Moody's Affirms Caa3 CFR; Outlook Developing
CROFCHICK REALTY: Hearing on Disclosures Approval Set for July 6
DAVID'S BRIDAL: Bank Debt Trades at 16% Off
DORCH COMMUNITY: Refers Two Complaints to DHEC, PCO Report Says

DOVECOTE LANE: Voluntary Chapter 11 Case Summary
DR. MARCEL GEGATI: Has Court Okay to Use Cash Collateral
EMERALD COAST: Selling Restaurant Property Through NWFL Auction
ETERNAL ENTERPRISE: May Use Hartford's Cash Through May 31
EVERMILK LOGISTICS: Seeks Authorization to Use IRS Cash Collateral

FETCH ACQUISITION: Moody's Assigns B2 CFR; Outlook Stable
FETCH HOLDCO: S&P Assigns 'B' CCR; Outlook Stable
FIRST NBC BANK: Taps Steffes Vingiello as Legal Counsel
FRESH MARKET: S&P Lowers CCR to 'B-' on Weak Performance
FULLBEAUTY BRANDS: Moody's Cuts Corporate Family Rating to B3

GATEWAY MEDICAL: Wants to Use Cash Collateral on Interim Basis
GLOBAL ASSET: Seeks Authorization to Use Cash Collateral
GOVERNMENT DEV'T: Davis Polk Advises Bondholders in Restructuring
GP INVESTMENTS: Fitch Affirms and Withdraws B+ Long-Term IDR
GREEN PLAINS: S&P Affirms 'B' ICR & Revises Outlook to Stable

GREENVILLE DOUGH: Wants to Use AccessBank's Cash Collateral
GULFMARK OFFSHORE: Commences Ch. 11 Bankruptcy Case in Delaware
GV HOSPITAL: U.S. Trustee Forms 4-Member Committee
HARTLAND MMI: Creditor Seeks Chapter 11 Trustee Appointment
HAVEN REAL ESTATE: Seeks to Hire Alperin Nebbia as Accountants

HC GROUP: S&P Lowers CCR to 'B-' on Weakened Cash Flow Prospects
HELLENIC PROPERTY: U.S. Trustee Unable to Appoint Committee
HOOVER GROUP: Moody's Reinstates Caa1 CFR, Outlook Negative
HORISONS UNLIMITED: June 7 Hearing on PCO Appointment Set
HUDSON HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors

ILLINOIS STAR: Taps Carmody MacDonald as Legal Counsel
IMAGINE! PRINT: Moody's Lowers CFR to B3 on High Debt Levels
IMPLANT SCIENCES: Delays Filing of 1st Quarter Financial Report
INFORMATION SOLUTIONS: Case Summary & 20 Top Unsecured Creditors
INLAND ENVIRONMENTAL: Seeks to Hire GBH CPAs as Accountant

IOWA FINANCE: Fitch Affirms B- Rating on 2013 & 2016 Disaster Bonds
IRON MOUNTAIN: S&P Affirms 'BB-' CCR; Outlook Remains Stable
ISTAR INC: Fitch Assigns B+ Long-Term Issuer Default Rating
J & W TRAILER: Taps Bulie Law Office as Legal Counsel
J. CREW: Bank Debt Trades at 34% Off

JAMES WATKINS: Midway Buying Chevrolet 2500 Pickup Truck for $45K
JET SERVICES INC: Taps Speegle Hoffman Holman as Special Counsel
JHL INDUSTRIAL: Seeks to Hire Wadsworth Warner Conrardy as Counsel
JIM HANKINS AIR: Sale of Destin Condo Unit for $150K Approved
JMMR HOLDINGS: Seeks to Hire Gagnon Eisele as Legal Counsel

JOHNSTON AUTO BODY: U.S. Trustee Unable to Appoint Committee
KEENEY TRUCK: Taps AGES Professional as Auctioneer
KINDER MORGAN: Egan-Jones Raises Sr. Unsecured Ratings to BB+
LA PALOMA GENERATING: Has OK to Use Cash Collateral Until Dec. 31
LAKEWOOD AT GEORGIA: Asks for Permission to Use Cash Collateral

LARKIN EXCAVATING: Case Summary & 20 Largest Unsecured Creditors
LAURITSEN FIREWOOD: Case Summary & 20 Largest Unsecured Creditors
LB VENTURES: Has Authorization to Continue Using Cash Collateral
LONE PINE: Asks for Court's Permission to Use Cash Collateral
MARINA BIOTECH: Incurs $1.08 Million Net Loss in First Quarter

MARK BENJAMIN: Julie Salvi Buying Clarendon Property for $1.1M
MARSH SUPERMARKETS: Taps Prime Clerk as Claims Agent
MAYA RESTAURANTS: Taps MPA's Jason Cortazzo as Insurance Adjuster
MCGAHAN FAMILY: Court Approves Disclosure Statement
MEMORIAL PRODUCTION: David Polk Served as Adviser in Chapter 11

MICHAEL BAKER: Moody's Cuts CFR to Caa1; Outlook Stable
MILLENNIUM PARK: S&P Assigns 'B-' CCR; Outlook Stable
MONACO MOTEL: Asks For Court's Authorization to Use Cash Collateral
MONROE HEIGHTS: U.S. Trustee Unable to Appoint Committee
MOUNTAIN WEST: Deutsche Bank Seeks to Prohibit Cash Collateral Use

MPM HOLDINGS: Posts $30 Million Net Loss for Q1 2017
NAPOLEON ART: Taps Robinson Brog as Legal Counsel
NEIMAN MARCUS: Bank Debt Trades at 20% Off
NORTH PHILADELPHIA: Has Difficulty Hiring New Workers, PCO Says
NYLC LLC: Retention of Acker to Auction Wine Inventory Approved

OASIS PETROLEUM: Egan-Jones Hikes Commercial Paper Ratings to B
OCONEE REGIONAL: Authorized to Pay Prepetition Patient Refunds
OIL PATCH TRANSPORTATION: Wants Approval to Use Cash Collateral
OL FRESH LLC: Has Interim OK to Continue Cash Use Through July 12
OLIVE BRANCH: First Amended Disclosure Statement Filed

OMNICOMM SYSTEMS: Posts $74,000 Net Income for First Quarter
ON CALL FLAGGING: Strongstown's Wants Court to Terminate Cash Use
PAAN PROPERTIES: Seeks to Hire Karapelou Law as Counsel
PARAGON OFFSHORE: Files Application for Administration in UK
PARAGON OFFSHORE: Files Application for Administration in UK

PARAGON OFFSHORE: Posts $70 Million Net Loss in Q1 2017
PARAGON POOLS: Unsecureds to be Paid in Full Over 12 Months
PATHEON HOLDINGS: Moody's Puts B3 CFR on Review for Upgrade
PAWN AMERICA: Committee Taps Foley & Mansfield as Counsel
PETROLEUM KINGS: Seeks to Hire Sarcone Law as Special Counsel

PETSMART INC: Bank Debt Trades at 7% Off
PRIME HEALTHCARE: S&P Lowers Corp. Credit Rating to 'B-'
PUCHI PROPERTIES: Trustee Taps Gerald K. Smith as Legal Counsel
RANGE RESOURCES: Egan-Jones Upgrades Sr. Unsecured Ratings to BB-
REGAL CINEMAS: Fitch Assigns BB+ Rating to Incremental Term Loan

RETAIL DESIGNS: Can't Use Symetra Life's Cash Collateral
RICHARD PHILLIPS: Trustee Selling Austin Property for $2.9M
ROMAN HILL: Proposes to Pay Unsecured Creditors in Full Over 96 Mos
RUE21 INC: Gordon Brothers Overseeing Store Closing Sales
RUE21 INC: May Close More Stores Absent Rent Concessions

RUE21 INC: Reduction in Force Program to Continue
RUE21 INC: Unsecureds Who Back Anticipated Plan to Get 4% Equity
RYERSON HOLDING: S&P Raises CCR to 'B'; Outlook Stable
SANDFORD AND SON: To Pay Debts Through $2K Monthly Budget Surplus
SASSAFRAS HILL: Secured Creditor to Get $5,744 in 1 Yr, Plus 4.25%

SEARCHMETRICS INC: Proposes Plan to Exit Chapter 11 Protection
SEARCHMETRICS INC: Seeks to Hire EisnerAmper, Appoint CRO
SEARCHMETRICS INC: Taps Chipman Brown as Legal Counsel
SEARCHMETRICS INC: Taps DLA Piper as Special Counsel
SEARCHMETRICS INC: Taps JND Corporate Restructuring as Claims Agent

SEMTECH CORP: Egan-Jones Hikes Senior Unsecured Ratings to BB
SHIRLEY MCCLURE: Trustee Selling Invitational Property for $335K
SHUN LEE PALACE: U.S. Trustee Unable to Appoint Committee
SKG THE PARK: Clark County Taxing Authority to Get Full Payment
SOUTHWEST SILK: U.S. Trustee Unable to Appoint Committee

SPECTRASCIENCE INC: Delays Filing of 1st Quarterly Report
STEVE'S FROZEN: Has Court's Interim Nod to Use Cash Collateral
STONE ENERGY: Egan-Jones Raises Senior Unsecured Ratings to B-
SUNCOKE ENERGY: S&P Affirms 'BB-' CCR; Outlook Stable
SUNSHINE HOME: Has Interim Authorization on Cash Collateral Use

SUNSHINE HOME: Wants to Use Cash Collateral of IRS
SURVEY SAMPLING: S&P Lowers CCR to 'B-', Outlook Negative
TATOES LLC: Secured Claims Total $26.5M Under 1st Amended Plan
TAYLOR EQUIPMENT: Unsecureds to be Paid Up to 30% Under Exit Plan
THOMAS OVATION: Case Summary & 10 Unsecured Creditors

THRU INC: Dropbox Tries to Block Approval of Plan Outline
TIBCO SOFTWARE: Term Loan Upsize No Impact on Moody's B3 CFR
TIDEWATER INC: Case Summary & 30 Largest Unsecured Creditors
TIDEWATER INC: Files Voluntary Chapter 11 Bankruptcy Petition
TIDEWATER INC: Has Prepack Plan, Sees Chapter 11 Exit by July

TMX FINANCE: S&P Affirms 'B-' ICR; Outlook Remains Negative
TRANSGENOMIC INC: Delays March 31 Form 10-Q for Review
US VIRGIN ISLANDS: S&P Restates Notes' 'B' Rating on Watch Neg.
VANGUARD NATURAL: Hearing on Exclusivity Extension Moved to May 30
VANITY SHOP: Taps Jill Motschenbacher as Accountant

WEIGHT WATCHERS: Egan-Jones Raises Commercial Paper Ratings to B
WEIGHT WATCHERS: S&P Affirms B- CCR & Alters Outlook to Positive
WEST CONTRA COSTA: U.S. Trustee Appoints 2 Committee Members
WILLOW BEND: Taps Phillip K. Wallace as Legal Counsel
YRC WORLDWIDE: Bank Debt Trades at 2% Off

YUM! BRANDS: Moody's Affirms Ba3 CFR & Revises Outlook to Stable
[*] Fitch: Rue21 Filing Boosts US Retain Loan Default Rate to 1.7%
[*] Moody's Liquidity-Stress Index Set to Decline Again in May
[^] BOOK REVIEW: Risk, Uncertainty and Profit

                            *********

135 WEST 13: Case Summary & 9 Unsecured Creditors
-------------------------------------------------
Debtor: 135 West 13 LLC
        c/o Eric Goodman Realty Corp.
        307 E. 89th Street
        Attn: Matt Goodman
        New York, NY 10128

Case No.: 17-11371

Type of Business: The Debtor is the owner and operator of two
                  residential properties located in Manhattan
                  at 133 West 13th Street and 135 West 13th
                  Street, New York, New York.  The properties
                  are multi-family rentals properties with a
                  mix of rent stabilized and non-rent stabilized
                  units.  The properties contain a total of 12
                  units.  The Debtor's filing was precipitated
                  by a foreclosure action commenced by its
                  mortgagee Village Realty Holdings LLC.  In
                  connection with the foreclosure action, the
                  Debtor and its secured creditor executed a
                  forbearance agreement dated Sept. 22, 2016.
                  Under the terms of the forbearance agreement,
                  the Debtor was entitled to a period of time
                  to sell the property and satisfy the obligations
                  owing to the secured creditor.  However, in the
                  event the Debtor was unable to sell the
                  properties during the forbearance period, it was
                  expressly contemplated and agreed that the
                  properties could be sold in a Chapter 11 case
                  pursuant to Section 363 or under a plan of
                  reorganization within certain post-forbearance
                  time frame set forth in that agreement.  This
                  case has been commenced for the Debtor to avail
                  itself of the bargained for sale period in
                  accordance with the provisions set forth in
                  the forbearance agreement.

Chapter 11 Petition Date: May 17, 2017

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Fred B. Ringel, Esq.
                  ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK
P.C.
                  875 Third Avenue, 9th Floor
                  New York, NY 10022
                  Tel: (212) 603-6300
                  Fax: (212) 956-2164
                  E-mail: fbr@robinsonbrog.com

Total Assets: $15.02 million

Total Debt: $13.34 million

The petition was signed by Max Dolgicer, member.

Debtor's List of Nine Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Crowell & Moring LLP                                      $65,239

Cyruli Shanks Hart                                        $14,775

Internal Revenue Service                                       $0

New York State Dept. of Finance                                $0

NYC Department of Finance                                 $30,308

Quiles and Sons, Inc.                                      $3,500

Rex Whitehorn & Assoc. P.C.                               $19,994

Sidrane & Schwartz-Sidrane                                 $3,662

Village Realty Holdings LLC        Apartment             $290,000
117 Waverly Place                 Buildings at
New York, NY 10011                133 West 13th
                                  Street and 135
                                  West 13th Street
                                 New York (Subject
                                   to Appraisal


15 JOHN CORP: To Use Cash From Philippe Lajaunie to Pay Creditors
-----------------------------------------------------------------
15 John Corp. filed with the U.S. Bankruptcy Court for the Southern
District of New York a disclosure statement referring to the
Debtor's plan of reorganization.

Under the Plan, Class 10 Unsecured Creditors -- holding
approximately $1.2 million -- will be paid, pro rata (a) 10% of net
income after first $140,000 of net income in 2017; (b) 10% of net
income after first $37,500 of net income in 2018; and 10% of net
income in 2019.

Under the Plan, the Debtor will make initial payments to creditors
using cash contributed by Philippe Lajaunie, the Debtor's
principal, and will also make ongoing payments for three years
after the Effective Date.  Mr. Lajaunie has also agreed to release
any claims he has against the Debtor for monies loaned or advanced
to the Debtor, and to deliver his 100% equity interest in the
Debtor into escrow, and to continue to be employed by the Debtor
and using his considerable reputation to enhance the Debtor's
operations, in consideration of receiving releases and discharges
of claims asserted against him by creditors of the Debtor.

The Plan is funded primarily by Mr. Lajaunie.  Mr. Lajaunie is
selling his condominium located in Colorado, and will contribute
all proceeds from the sale, net of mortgages, deeds of trusts, and
liens against the Condo, and net of any ordinary closing costs and
attorneys' fees directly related to the closing, to fund the Plan.
The Condo is encumbered by three deeds of trust in the respective
amounts of $300,000, $100,000, and $60,000.  Mr. Lajaunie has
advised that he is discussing with the holders of the $100,000 and
$60,000 deeds of trust reductions with the goal of collectively
reducing those two deeds of trust by $100,000.  Mr. Lajaunie
believes that this can be accomplished.

The Plan will also be funded by available funds from the operation
of the Debtor as of the Effective Date, which likely will be
minimal.  The Debtor anticipates that the sale of the Condo plus
the funds of the Debtor will total $130,000 to fund the Plan.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/nysb16-12453-91.pdf

                       About 15 John Corp.

15 John Corp. aka Les Halles aka First Admin Inc. is in the
business of owning and operating its restaurant operation known as
"Les Halles" from real property located at 15 John Street, New
York, New York 10036, a well-known restaurant in the New York City
area serving celebrities and well connected and fashion related
clientele.  The Debtor originally opened its doors in 1998 at the
subject premises.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 16-12453) on Aug. 25, 2016.  The
petition was signed by Philip Lajaunie, president.  The case is
assigned to Judge Michael E. Wiles.  At the time of the filing, the
Debtor estimated its assets at $50,000 to $100,000 and debts at $1
million to $10 million.

The Debtor tapped Leo Fox, Esq., as counsel, and Harry A. Harrison
and Aronson LLC as its accountant.


1668 DOMINO'S CORP: Hires Marengo-Rullan CPA as Accountant
----------------------------------------------------------
1668 Domino's Corp seeks authority from the US Bankruptcy Court for
the District Court for the District of Puerto Rico to employ CPA
Jose E. Marengo-Rullan as accountant.

The duties and responsibilities of the Accountant are:

     (i) prepare the Debtor's income tax return for the year ended
on December 31, 2016 to be filed with the Treasury Department;

     (ii) prepare the Debtor's personal property tax return for the
year ended on December 31, 2016, to be filed with CRIM; and

     (iii) perform any and all other auditing and/or accounting
services that may be required and/or that are incidental to the
above-referenced services.

The Accountant will be paid $3,750.00 plus 4% sales tax for the
income tax return and property tax return (CRIM); $75.00 plus 4%
sales tax for the Municipality on Volume of Business Declaration
return; and expenses, as allowed under Rule 2016 of the Federal
Rules of Bankruptcy Procedure and LBR 2016-1.

CPA Jose E. Marengo-Rullan attests that he is a disinterested
person within the meaning of 11 U.S.C. Sec. 101 (14).

The Accountant can be reached through:

     Jose E. Marengo-Rullan, CPA
     A-5 B St. Ext. La Alameda
     San Juan PR 00926
     Tel. (787) 466-9606
     Email: jose@marengocpa.com

                     About 1668 Domino's Corp

1668 Domino's Corp, based in San Juan, Puerto Rico, filed a Chapter
11 petition (Bankr. D.P.R. Case No. 17-00042) on January 5, 2017,
listing under $1 million in both assets and liabilities.  Lucas A.
Cordova Ayuso, Esq., at Cordova Ayuso Law Offices LLC, serves as
bankruptcy counsel.


4922 DEL RAY: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
The Office of the U.S. Trustee on May 15 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of 4922 Del Ray, LLC.

                        About 4922 Del Ray

4922 Del Ray, LLC is a Maryland limited liability company, which
owns and operates a hotel bar and restaurant in Bethesda, Maryland,
trading as Quincy's Bar & Grill.  

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Md. Case No. 17-14684) on April 4, 2017.  The
petition was signed by Martin A. Magill, managing member.  At the
time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $500,000.

The Debtor is represented by Steven H. Greenfeld, Esq., at Cohen
Baldinger & Greenfeld, LLC.


5 STAR INVESTMENT: Trustee Selling South Bend Property for $101K
----------------------------------------------------------------
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 to William
Watterud of real estate commonly known as 18890 Cleveland Road,
South Bend, Joseph County, Indiana ("Cleveland Road") for $75,000;
and real estate commonly known as 1124 East Dayton Street, South
Bend, Joseph County, Indiana ("Dayton Street") for $26,000.

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 V, LLC was the
sole owner of the Cleveland Road.  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.  Cleveland
Road is also subject to assessment fees for the Juday Creek
Drain/Ditch, which is a lien against Cleveland Road.  It is not
subject to any investor mortgages.

Prior to the Petition Date, 5 Star Investment Group II, LLC was the
sole owner of the Dayton Street.  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

Dayton Street is also subject to these Investor Mortgages:

          a. A first priority mortgage in favor of Larry Kruse and
Mary Ann Osuch dated Feb. 24, 2010.  The Kruse/Osuch Mortgage was
recorded on March 8, 2010 in the Office of the Recorder of St.
Joseph County, Indiana, as Instrument No. 1005823.

          b. A second priority mortgage in favor of Marion
Bontrager dated Feb. 24, 2010.  The Bontrager Mortgage was recorded
on March 8, 2010 in the Office of the Recorder of St. Joseph
County, Indiana, as Instrument No. 1005824.

Finally, Dayton Street is subject to the Mechanic's Lien in favor
of Advanced Roofing & Home Improvement, LLC in the approximate sum
of $460.  The Mechanic's Lien was recorded on February 5, 2016 in
the Office of the Recorder of St. Joseph County, Indiana, as
Instrument No. 1602813.

In May 2017, pursuant to the sole efforts of the Tiffany Group, the
Trustee entered into the Purchase Agreement for the sale of
Cleveland Road and Dayton Street ("Real Estate") to the Purchaser
for the total purchase price of $101,000.  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_752_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 total
purchase price of 101,000 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
$5,050), second to pay all real estate taxes and assessments
outstanding and unpaid at the time of the sale, including the Tax
Liens and the Drain/Ditch Lien, third to Advanced Roofing for the
Mechanic's Lien in the approximate sum of $460, and fourth 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:

          William Watterud
          611 S. Main Street
          Mishawaka, IN 46544

               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.


5 STAR INVESTMENT: Trustee Selling South Bend Property for $37.5K
-----------------------------------------------------------------
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 1649 East Fox Street, South Bend, Joseph County,
Indiana, to Steve and Sue Dorbin for $37,500.

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 these Investor Mortgages:

          a. A first priority mortgage in favor of Joni Lehman
dated July 7, 2010.  The Lehman Mortgage was recorded on July 12,
2010 in the Office of the Recorder of St. Joseph County, Indiana,
as Instrument No. 1018406.

          b. A second priority mortgage in favor of Joe Miller
dated July 7, 2010.  The Miller Mortgage was recorded on July 12,
2010 in the Office of the Recorder of St. Joseph County, Indiana,
as Instrument No. 1018407, and rerecorded on March 4, 2013 as
Instrument No. 1306283.

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 Purchasers for $37,500.  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_749_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 $37,500 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
$1,875), second to pay all real estate taxes and assessments
outstanding and unpaid at the time of the sale, including the Tax
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:

          Steve and Sue Dorbin
          14368 Red Fox Dr.
          Granger, IN 46530

               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.


ABBA MEDICAL: Disclosures OK'd; Plan Hearing Set for June 8
-----------------------------------------------------------
The Hon. Kathryn C. Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey has approved ABBA Medical Transportation,
LLC's disclosure statement dated April 27, 2017, referring to the
Debtor's plan of reorganization.

A hearing to consider the confirmation of the Debtor's Plan is
scheduled for June 8, 2017.

Written acceptances, rejections or objections to the Plan will be
filed with the attorney for the plan proponent not less than seven
days before the hearing on confirmation of the Plan.

               About ABBA Medical Transportation

ABBA Medical Transportation, LLC, an ambulance transportation
provider, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. N.J. Case No. 16-25389) on Aug. 10, 2016.  The case is
assigned to Judge Ferguson.

Andrew J. Kelly, Esq., at The Kelly Firm P.C. serves as the
Debtor's legal counsel.

The Debtor hired Robert Matticola, CPA, at Lawson, Rescinio,
Schibell & Associates, P.C.


ACTIVECARE INC: Needs Additional Time to Compete Form 10-Q
----------------------------------------------------------
ActiveCare, Inc. filed with the Securities and Exchange Commission
a Form 12b-25 notifying the delay in the filing of its quarterly
report on Form 10-Q for the period ended March 31, 2017.  The
Company said it needs additional time to complete the presentation
of its financial statements and the analysis of thereof.

                      About ActiveCare

South West Valley City, Utah-based ActiveCare, Inc., develops and
markets products for monitoring the health of and providing
assistance to mobile and homebound seniors and the chronically
ill.

ActiveCare is organized into three businesses.  The Stains and
Reagents segment is engaged in the business of manufacturing and
marketing medical diagnostic stains, solutions and related
equipment to hospitals and medical testing labs.  The CareServices
segment is engaged in the business of developing, distributing and
marketing mobile health monitoring and concierge services to
distributors and customers.  The Chronic Illness Monitoring segment
is primarily engaged in the monitoring of diabetic patients on a
real time basis.

ActiveCare incurred a net loss attributable to common stockholders
of $16.33 million for the year ended Sept. 30, 2016, following a
net loss attributable to common stockholders of $12.82 million for
the year ended Sept. 30, 2015.

Tanner LLC, in Salt Lake City, Utah, issued a "going concern"
opinion on the consolidated financial statements for the year ended
Sept. 30, 2016, citing that the Company has recurring losses,
negative cash flows from operating activities, negative working
capital, negative total equity, and certain debt that is in
default.  These conditions, among others, raise substantial doubt
about its ability to continue as a going concern.


ADEPTUS HEALTH: Wexford, Debello Seek Appointment of Equity Panel
-----------------------------------------------------------------
Wexford Spectrum Investors, LLC, and Debello Investors, LLC, have
filed a motion seeking the appointment of an official committee of
equity security holders for Adeptus Health Inc.

In their motion filed with the U.S. Bankruptcy Court for the
Northern District of Texas, the companies pointed out the need to
appoint a committee to protect the interests of Adeptus' public
shareholders.

"The DIP facility proposed by the debtors would make [Adeptus]
subject to the DIP lender's liens and superpriority claims even
though [Adeptus] receives no value or benefit from such facility,"
the companies argued in the court filing.

"The proposed plan that is being pressed forward at lightning speed
and locked in place by the proposed DIP financing would entirely
eliminate the interests of public shareholders," the companies
further argued.

Wexford and Debello represented by:

     Phillip Lamberson, Esq.
     Rakhee V. Patel, Esq.
     Annmarie Chiarello, Esq.
     WINSTEAD PC
     500 Winstead Building
     2728 N. Harwood Street
     Dallas, TX 75201
     Tel: (214) 745-5400
     Fax: (214) 745-5390
     Email: plamberson@winstead.com
            rpatel@winstead.com
            achiarello@winstead.com

                      About Adeptus Health

Adeptus Health LLC -- http://www.adpt.com/-- through its
subsidiaries, owns and operates hospitals and free standing
emergency rooms in partnership with various healthcare providers.
Adeptus Health Inc. is a holding company whose sole material asset
is a controlling equity interest in Adeptus Health LLC.

Lewisville, Texas-based ADPT DFW Holdings LLC and its affiliates,
including Adeptus Health, Inc., and Adeptus Health LLC, each filed
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case No.
17-31432) on April 19, 2017, listing $798.7 million in total assets
and $453.48 million in total debts as of Sept. 30, 2016.  The
petitions were signed by Andrew Hinkelman, chief restructuring
officer.

Judge Stacey G. Jernigan presides over the case.

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


ALLEN CONSTRUCTION: Hires Kent Walhberg as Accountant
-----------------------------------------------------
Allen Construction International, LLC seeks authority from the US
Bankruptcy Court for the District of Connecticut to employ Kent
Walhberg, CPA as its accountant under a general retainer.  

The services that Kent Wahlberg, CPA will provide are:

     a. advise the Debtor regarding its taxes, operating reports
and other financial matters;

     b. advise and assist the Debtor with respect to financial
forms and reports;

     c. review and advise the Debtor regarding tax matters;

     d. prepare on behalf of the Debtor the necessary applications,
forms and returns; and

     f. provide services for all other matters that are within his
field of expertise that can be of help to the Debtor.

The Firm's customary hourly rates are:

     Kent Wahlberg, CPA   $200.00
     Staff Accountants    $120.00
     Support Staff        $60.00

Kent Wahlberg, CPA attest that he has no interest adverse to the
Debtor or its estate and is disinterested as that term is defined
by section 101(14) of the Bankruptcy Code.

The Firm can be reached through:

     Kent Wahlberg, CPA
     KENT C WAHLBERG CPA LLC
     1949 Main St.
     Stratford, CT 06615
     Phone: (203) 913-8044

               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.


ALTADENA LINCOLN: Taps Tiemstra Law as Reorganization Counsel
-------------------------------------------------------------
Altadena Lincoln Crossing, LLC seeks authority from the US
Bankruptcy Court for the Central District of California, Los
Angeles Division, to employ Tiemstra Law Group, PC as
reorganization counsel.

The Debtor seeks to employ the Firm as its reorganization counsel
to assist it in the administration and operation of the voluntary
bankruptcy case under Chapter 11 of the Bankruptcy Code.   The
firm's services will include advising and assisting the Debtor in
the preparation of all statements, schedules, records and reports
required by applicable law in connection with the initiation and
operation of the case, attendance of the Meeting of Creditors, and
appearance at all hearings where the attorney for the Debtor is
required to appear.

The Firm's current hourly rates are:

     James A. Tiemstra, Esq.      $525.00
     Lisa Lenherr, Esq.           $350.00
     Susan M. LeBlanc, Paralegal  $175.00

Lisa Lenherr attests that the Firm does not have any connections
with the Debtor, its creditors, any other party in interest, their
respective attorneys and accountants, the United States Trustee or
any other person employed in the Office of the United States
Trustee.

The Firm can be reached through:

     James A. Tiemstra, Esq.
     Lisa Lenherr, Esq.
     TIEMSTRA LAW GROUP, PC
     1111 Broadway, Suite 1501
     Oakland, CA 94607-4036
     Tel: (510) 987-8000
     Fax: (510) 987-7219
     E-mail: jat@tiemlaw.com

                About Altadena Lincoln Crossing

Altadena Lincoln Crossing LLC filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 17-14276) on April 7, 2017.  Judge Sheri
Bluebond is the case judge.  The Debtor is represented by Lisa
Lenherr, Esq. and James A. Tiemstra, Esq. at Tiemstra Law Group,
PC.


AMERICAN POWER: Incurs $1.81 Million Net Loss in Second Quarter
---------------------------------------------------------------
American Power Group Corporation filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss available to common stockholders of $1.81 million on $1.11
million of net sales for the three months ended March 31, 2017,
compared to a net loss available to common stockholders of $3.07
million on $608,526 of net sales for the three months ended March
31, 2016.

For the six months ended March 31, 2017, the Company reported a net
loss available to common stockholders of $3.63 million on $1.54
million of net sales compared to a net loss available to common
stockholders of $6.22 million on $1.10 million of net sales for the
six months ended March 31, 2016.

As of March 31, 2017, American Power had $10.33 million in total
assets, $11.31 million in total liabilities and a total
stockholders' deficit of $987,272.

As of March 31, 2017, the Company had $988,559 cash and cash
equivalents and a working capital deficit of $3,295,010, which
reflects the inclusion of $2,600,000 of Subordinated Contingent
Convertible Promissory Notes issued on Jan. 27, 2017.

"We continue to incur recurring losses from operations, which
raises substantial doubt about our ability to continue as a going
concern unless we secure additional capital to fund our operations
as well as implement initiatives to reduce our cash burn in light
of lower diesel/natural gas price spreads and the impact it has had
on our business as well as the slower than anticipated ramp of our
flare capture and recovery business," the Company stated in the
filing.

"Management understands that our continued existence is dependent
on our ability to generate positive operating cash flow, achieve
profitability on a sustained basis and generate improved
performance.  We have historically funded our operations primarily
through debt and equity issuances.  Management is currently
pursuing several additional financing options to fund our
operations and believes that we will be successful in raising
additional capital.  No assurances can be given, however that
additional capital will be available on terms acceptable to the
Company or at all."

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

                     https://is.gd/RDUF7U

                 About American Power Group

American Power Group's alternative energy subsidiary, American
Power Group, Inc. -- http://www.americanpowergroupinc.com/--
provides a cost-effective patented Turbocharged Natural Gas
conversion technology for vehicular, stationary and off-road mobile
diesel engines.  American Power Group's dual fuel technology is a
unique non-invasive energy enhancement system that converts
existing diesel engines into more efficient and
environmentally friendly engines that have the flexibility to run
on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and
compressed natural gas; (3) diesel fuel and pipeline or well-head
gas; and (4) diesel fuel and bio-methane, with the flexibility to
return to 100 percent diesel fuel operation at any time.  The
proprietary technology seamlessly displaces up to 80% of the
normal diesel fuel consumption with the average displacement
ranging from 40 percent to 65 percent.  The energized fuel balance
is maintained with a proprietary read-only electronic controller
system ensuring the engines operate at original equipment
manufacturers' specified temperatures and pressures.  Installation
on a wide variety of engine models and end-market applications
require no engine modifications unlike the more expensive invasive
fuel-injected systems in the market.

American Power reported a net loss available to common stockholders
of $10.40 million on $1.86 million of net sales for the year ended
Sept. 30, 2016, compared to a net loss available to common
stockholders of $1.04 million on $2.95 million of net sales for the
year ended Sept. 30, 2015.

Schechter Dokken Kanter Andrews & Selcer, Ltd., in Minneapolis,
Minnesota, issued a "going concern" qualification on the
consolidated financial statements for the year ended Sept. 30,
2016, citing that the Company has suffered recurring losses from
operations and has a net capital deficiency that raises substantial
doubt about its ability to continue as a going concern.


AMERICAN TRAFFIC: Moody's Assigns B2 CFR; Outlook Stable
--------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) and B2-PD Probability of Default Rating (PDR) to Greenlight
Merger Corporation. Concurrently, Moody's assigned a B1 to the
proposed $325 million senior secured first lien term loan and a
Caa1 to the proposed $100 million senior secured second lien term
loan. The rating outlook is stable.

Greenlight Merger Corporation is a new legal entity that has been
established as part of a transaction whereby an affiliate of
Platinum Equity is acquiring American Traffic Solutions (ATS).
Greenlight Merger Corporation will be the initial borrower under
the credit facilities. Following the consummation of the buyout,
Greenlight Merger Corporation will merge with ATS Consolidated,
Inc. and ATS Consolidated, Inc. will be the surviving entity. ATS
Consolidated, Inc. is the holding company for the operating
subsidiaries of American Traffic Solutions. For purposes of the
credit discussion, Moody's will refer to Greenlight Merger
Corporation, ATS Consolidated, Inc., and American Traffic Solutions
collectively as ATS. The transaction is expected to close by the
end of May 2017.

The following ratings are assigned:

Issuer: Greenlight Merger Corporation

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

$325 million senior secured first lien term loan due 2024 at B1
(LGD3)

$100 million senior secured second lien term loan due 2025 at Caa1
(LGD5)

Outlook at Stable

RATINGS RATIONALE

ATS' B2 CFR reflects the company's solid profitability, competitive
position within its key markets, small revenue base, and moderately
high leverage following the buyout transaction. The company is well
positioned in its two primary markets, safety cameras and tolling
solutions, supporting double digit EBITA margins but is small in
terms of revenue at about $225 million for the twelve months ended
March 31, 2017. Within its addressable market, ATS has an
established position, a track record of serving big customers, and
capabilities to support large processing volumes. However, market
growth is constrained as changes in legislature are required in
order to enter new states with its safety camera products. The
company has a high customer concentration. Its top customer on the
fleet services side of the business accounts for over half of
segment revenue and its top ten municipal customers account for
over two fifths of safety segment revenue in 2016. Nevertheless,
the company's business is supported by multi-year contracts, an
installed base of more than 3,850 cameras providing for revenue
visibility, and the embedded nature of its services and software in
the operations of its customers. Additionally, the company's
competitive position benefits from existing connectivity with over
50 toll authorities that cover a large portion of toll roads and
direct integration with more than 400 ticket issuing authorities.
ATS is susceptible to pricing pressure at the time of contract
renewal necessitating continuous cost efficiencies in order to
maintain profitability levels. During 2016, the company
demonstrated the ability to leverage its existing cost base by
growing revenues while maintaining relatively flat operating and
SG&A expenses. Pro forma for the transaction, debt/EBITDA on a
Moody's adjusted basis for the twelve months ended March 31, 2017
was in the 5x area.

Moody's anticipates that ATS will maintain a good liquidity profile
over the next 12 to 18 months supported by positive free cash flow
and revolver availability. The company will have minimal cash on
the balance sheet at the close of the transaction but have access
to a new undrawn $40 million ABL revolver due 2022. Maintenance
capital expenditures of about $3 million per year and software
development costs of about $1-$2 million per year are low. Growth
capital expenditures are primarily driven by camera additions. The
first lien term loan will have nominal amortization of 1% per year,
or about $3 million. The term loans are not anticipated to have
financial covenants while the ABL revolver will have a springing
minimum fixed charge coverage ratio of 1.0x based on excess
availability. Moody's does not expect the covenant to spring within
the next 12 months.

ATS' $325 million senior secured first lien term loan due 2024 is
rated B1, one notch above the CFR, reflecting its contractually
senior ranking relative to ATS' $100 million senior secured second
lien term loan due 2025 which is rated Caa1, two notches below the
CFR. Both term loans are ranked below the $40 million ABL revolving
credit facility due 2022 (unrated) in Moody's Loss Given Default
framework reflecting the revolver's priority claim with respect to
the relatively more liquid assets of the company including accounts
receivable and inventory. The revolver and term loan will have
guarantees from material domestic subsidiaries.

The stable rating outlook reflects Moody's expectation for modest
revenue growth over the next 12 to 18 months supporting improvement
in credit metrics albeit still positioning the credit within its
current rating category. ATS' ratings are constrained by its small
revenue base and customer and product concentration. However,
factors that could support an upgrade include financial policies
supporting debt/EBITDA sustained below 4x, increased scale, and
continued diversification of customer base while maintaining a good
liquidity profile. Factors that could result in a downgrade include
debt/EBITDA above 6x, EBITA/interest approaching 1.25x, loss of
significant customers, deterioration in liquidity, or debt-financed
acquisitions or dividends.

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

ATS, headquartered in Mesa, Arizona, is a technology-enabled
services company providing road safety cameras for municipalities
in addition to toll, violation management, and title and
registration services for rental car and fleet management
companies. The company operates in two business segments, State and
Local Government Solutions (SLGS) and Fleet Services, servicing
customers in the US and Canada. Revenues for the twelve months
ended March 31, 2017 were approximately $225 million.


AMPLIFY ENERGY: Cancels Registration of Securities
--------------------------------------------------
Amplify Energy Corp., formerly known as Memorial Production
Partners, LP, filed a Form 15 with the Securities and Exchange
Commission to cancel the registration of these securities:

     -- Common Units Representing Limited Partnership Interests
        of Memorial Production Partners, LP, the predecessor of
        Amplify Energy Corp.

     -- Common Stock, par value $0.0001 per share, of Amplify
        Energy Corp.

On April 14, 2017, the United States Bankruptcy Court for the
Southern District of Texas approved and confirmed the Second
Amended Joint Plan of Reorganization of Memorial Production
Partners LP, et al.  The Plan became effective on May 4, 2017.

In connection with the effectiveness of the Plan, among other
things: (1) all previously issued and outstanding common units
representing limited partner interests of MEMP were cancelled and
extinguished and (2) new common stock, par value $0.0001 per share
of Amplify Energy Corp., the successor to MEMP, was issued for
distribution in accordance with the Plan.

The Form 15 was filed solely for the purpose of terminating the
registration of the Units under Section 12(g). Amplify continues to
be subject to reporting requirements under Section 15(d) of the
Securities Exchange Act of 1934, as amended.

                       From Nasdaq to OTC

The Common Units were also removed from listing by NASDAQ Stock
Market LLC, according to a Form 25 filed with the SEC on May 4.

In an April 6 disclosure with the SEC, MEMP related that on January
17, 2017, the Partnership received a letter from the Listing
Qualifications Department of The NASDAQ Stock Market LLC notifying
the Partnership that, as a result of the Chapter 11 Cases, the
Partnership's common units representing limited partner interests
("common units") would be delisted from The Nasdaq Stock Market
unless the Partnership appealed the Nasdaq Staff's determination.

On January 24, 2017 the Partnership requested a hearing, which was
held on March 9.

On March 21, 2017, the Partnership's request for the continued
listing of the common units on The Nasdaq Stock Market was granted
by the Nasdaq Hearings Panel (the "Panel"), subject to the
conditions that the Partnership shall have emerged from bankruptcy
on or before May 1, and evidenced compliance with all requirements
for initial listing on The Nasdaq Stock Market. Nasdaq also
reserved the right to reconsider its decision based on any event,
condition, or circumstance that exists or develops that, in the
opinion of the Panel, would make the continued listing of the
common units inadvisable or unwarranted.

Under the Plan Support Agreement, dated December 22, 2016, which
outlines the terms upon which certain noteholders (the "Consenting
Noteholders") of the Partnership have agreed to support the
Partnership's plan of reorganization under the Chapter 11 Cases,
the Consenting Noteholders holding a majority of the aggregate
principal amount held by the Consenting Noteholders (the "Requisite
Noteholders") have the right to direct the Partnership to cause
shares in its successor company (the "Emerged Company") to be
listed on The Nasdaq Global Market or another national securities
exchange.

On March 23, 2017, the Requisite Noteholders informed the
Partnership that they do not intend to exercise such right, and
indicated their preference that the shares of the Emerged Company
be traded and quoted on an over-the-counter ("OTC") market, and
that the status as a reporting company under the rules of the
Securities and Exchange Commission (the "SEC") be maintained for
the Emerged Company.

Accordingly, on March 27, 2017, the Partnership informed Nasdaq
that it does not intend for the shares of the Emerged Company to be
listed on The Nasdaq Stock Market.  

According to the April filing, "While the Partnership has requested
that the common units be allowed to remain listed on The Nasdaq
Stock Market until the emergence from bankruptcy, there is no
guarantee that Nasdaq will maintain the listing of the common units
throughout such period."

MEMP also noted in the April filing that the Emerged Company is
expected to apply for its shares to be traded and quoted on the
OTCQB market (operated by OTC Markets Group Inc.). The OTCQB market
is an interdealer quotation system providing real time quotation
services, which the Partnership believes constitutes an
"established securities market" within the meaning of the Foreign
Investment in Real Property Tax Act of 1980 ("FIRPTA"). It is
expected that the Emerged Company would complete the OTCQB
quotation process in the second quarter of 2017 and will publicly
disclose the results on a Form 8-K filed with the SEC.

              About Memorial Production Partners LP

Houston, Texas-based Memorial Production Partners LP --
http://www.memorialpp.com/-- was a publicly traded partnership
engaged in the acquisition, production and development of oil and
natural gas properties in the United States. MEMP's properties
consisted of mature, legacy oil and natural gas fields.  

Memorial Production Partners LP, Memorial Production Finance
Corporation and their debtor-affiliates filed a Chapter 11 petition
(Bankr. S.D. Tex. Lead Case No. 17-30262) on January 16, 2017.  The
Hon. Marvin Isgur presided over the cases.

The Debtors were represented by Alfredo R. Perez, Esq., at Weil,
Gotshal & Manges LLP, in Houston, Texas; and Gary T. Holtzer, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, New
York.  The Debtors' financial advisor was Perella Weinberg Partners
LP.  The Debtors' restructuring advisor was Alixpartners, LLP.  The
Debtors' claims, noticing, and solicitation agent was Rust
Consulting/Omni Bankruptcy.

At the time of filing, the Debtors had estimated assets of $1
billion to $10 billion and estimated debts of $1 billion to $10
billion.

                            *     *     *

On April 14, 2017, the Court entered an order approving the Second
Amended Joint Plan of Reorganization of Memorial Production
Partners LP and its affiliated Debtors.  On May 4, 2017, the Plan
became effective pursuant to its terms and the Debtors emerged from
the Chapter 11 Cases.

In connection with the Chapter 11 Cases and the Plan, MEMP and
certain Consenting Noteholders effectuated certain restructuring
transactions, pursuant to which Amplify Energy Corp., a Delaware
corporation, acquired all of the assets of MEMP, and in accordance
with the Plan, MEMP will be dissolved. As a result, the Company
became the successor reporting company to MEMP pursuant to Rule
15d-5 of the Securities Exchange Act of 1934, as amended.


AMPLIFY ENERGY: Posts $16.4M Net Loss in First Quarter
------------------------------------------------------
Amplify Energy Corp., formerly known as Memorial Production
Partners, LP, which recently emerged from Chapter 11 protection,
delivered to the Securities and Exchange Commission its audited
quarterly financial results on Form 10-Q.

The Company posted a net loss of $16,377,000 for the three months
ended March 31, 2017, against a net loss of $38,097,000 for the
same period in 2016.  The Company posted total revenues of
$81,380,000 for the first quarter, against $60,866,000 last year.

At March 31, 2017, the Company had total assets of $1,910,988,000
against total liabilities of $1,826,808,000 and total partners'
equity of $84,180,000.

On May 4, 2017, the Company emerged from bankruptcy and entered
into an Exit Credit Facility with an initial borrowing base of
$490.0 million.

Wells Fargo Bank, National Association, serves as Administrative
Agent to the Exit Lenders.

Pursuant to the Credit Agreement, the lenders party thereto agreed
to provide the Borrower with a $1 billion exit senior secured
reserve-based revolving credit facility.  The initial borrowing
base available under the Credit Agreement as of the Effective Date
is $490 million (which borrowing base amount will be reduced by
$2.5 million each month until the next scheduled redetermination of
the borrowing base to occur in November 2017) and the aggregate
principal amount of Loans outstanding under the Credit Agreement as
of the Effective Date is $430 million.

The maturity date of the Exit Facility is March 19, 2021. Until
such maturity date, the Loans shall bear interest at a rate per
annum equal to (i) the alternative base rate plus an applicable
margin of 2.00% to 3.00%, based on the borrowing base utilization
percentage under the Exit Facility or (ii) adjusted LIBOR plus an
applicable margin of 3.00% to 4.00%, based on the borrowing base
utilization percentage under the Exit Facility.

Unused commitments under the Exit Facility will accrue a commitment
fee of 0.50%, payable quarterly in arrears.

In accordance with the Plan, on the Effective Date:

     * The Successor issued (i) 25,000,000 new common shares (the
"New Common Shares") and (ii) warrants (the "Warrants") to purchase
up to 2,173,913 shares of the Company's common stock exercisable
for a five-year period commencing on the Effective Date entitling
their holders upon exercise thereof, on a pro rata basis, to 8% of
the total issued and outstanding New Common Shares (including New
Common Shares issuable upon full exercise of the Warrants, but
excluding any New Common Shares issuable under the Management
Incentive Plan ("MIP")), at a per share exercise price equal to the
principal and accrued interest on the Notes as of December 31,
2016, divided by the number of issued and outstanding New Common
Shares (including New Common Shares issuable upon exercise of the
Warrants, but excluding any New Common Shares issuable under the
MIP).

     * The holders of claims under the revolving credit facility
received a full recovery, consisting of a cash paydown and their
pro rata share of the $1 billion exit senior secured reserve-based
revolving credit facility (the "Exit Credit Facility").

     * The Notes were cancelled and the Predecessor's liability
thereunder discharged, and the holders of the Notes received
(directly or indirectly) their pro rata share of New Common Shares
representing, in the aggregate, 98% of the New Common Shares on the
Effective Date (subject to dilution by the MIP and the New Common
Shares issuable upon exercise of the Warrants). Additionally, the
holders of the Notes received their pro rata share of a $24.6
million cash distribution.

     * The Predecessor common units were cancelled, and each common
unitholder received its pro rata share of: (i) 2% of the New Common
Shares, (ii) the Warrants, and (iii) cash in an aggregate amount of
approximately $1.3 million.

     * The holders of administrative expense claims, priority tax
claims, other priority claims and general unsecured creditors of
the Predecessor will receive in exchange for their claims payment
in full in cash or otherwise have their rights unimpaired under the
Bankruptcy Code.

     * The Successor entered into a stockholders agreement (the
"Stockholders Agreement") with certain parties in which the
Successor agreed to, at the direction of such stockholders, use
commercially reasonable efforts to effect the sale of their New
Common Shares.

     * The Successor entered into a registration rights agreement
(the "Registration Rights Agreement") with certain parties in which
the Successor agreed to, among other things, file a registration
statement with the SEC within 90 days of the receipt of a request
from the stockholders party thereto covering the offer and resale
of the New Common Shares held by such stockholders.

     * The Company's MIP became effective, in which an aggregate of
2,322,404 shares of the Company's common stock are available for
grant pursuant to awards under the MIP.

     * The terms of the Predecessor's general partner's board of
directors automatically expired on the Effective Date. The
Successor formed a new seven-member board of directors consisting
of the President and Chief Executive Officer, one director of the
Predecessor, and five new members designated by certain parties of
the Noteholder Plan Support Agreement.

A copy of the Form 10-Q report is available at
https://is.gd/mNzL9a

Additional information on the Exit Facility as well as material
transactions the Company entered into following emergence is
available at https://is.gd/nyW1Xk

            About Memorial Production Partners

Houston, Texas-based Memorial Production Partners LP --
http://www.memorialpp.com/-- was a publicly traded partnership
engaged in the acquisition, production and development of oil and
natural gas properties in the United States. MEMP's properties
consisted of mature, legacy oil and natural gas fields.  

Memorial Production Partners LP, Memorial Production Finance
Corporation and their debtor-affiliates filed a Chapter 11 petition
(Bankr. S.D. Tex. Lead Case No. 17-30262) on January 16, 2017.  The
Hon. Marvin Isgur presided over the cases.

The Debtors were represented by Alfredo R. Perez, Esq., at Weil,
Gotshal & Manges LLP, in Houston, Texas; and Gary T. Holtzer, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, New
York.  The Debtors' financial advisor was Perella Weinberg Partners
LP.  The Debtors' restructuring advisor was Alixpartners, LLP.  The
Debtors' claims, noticing, and solicitation agent was Rust
Consulting/Omni Bankruptcy.

At the time of filing, the Debtors had estimated assets of $1
billion to $10 billion and estimated debts of $1 billion to $10
billion.

                            *     *     *

On April 14, 2017, the Court entered an order approving the Second
Amended Joint Plan of Reorganization of Memorial Production
Partners LP and its affiliated Debtors.  On May 4, 2017, the Plan
became effective pursuant to its terms and the Debtors emerged from
the Chapter 11 Cases.

In connection with the Chapter 11 Cases and the Plan, MEMP and
certain Consenting Noteholders effectuated certain restructuring
transactions, pursuant to which Amplify Energy Corp., a Delaware
corporation, acquired all of the assets of MEMP, and in accordance
with the Plan, MEMP will be dissolved. As a result, the Company
became the successor reporting company to MEMP pursuant to Rule
15d-5 of the Securities Exchange Act of 1934, as amended.


AQUA LIFE: Taps Ehrenstein Charbonneau as Legal Counsel
-------------------------------------------------------
Aqua Life Corp. seeks approval from the U.S. Bankruptcy Court for
the Southern District of Florida to hire legal counsel in
connection with its Chapter 11 case.

The Debtor proposes to hire Ehrenstein Charbonneau Calderin to,
among other things, give legal advice regarding its duties under
the Bankruptcy Code, and negotiate with creditors in the
preparation of a bankruptcy plan.

The hourly rates charged by the firm range from $300 to $575 for
attorneys and $90 to $200 for paralegals.  Jacqueline Calderin,
Esq., the principal attorney responsible for providing the
services, will charge $475 per hour.

Prior to its bankruptcy filing, the Debtor paid $7,500 to
Ehrenstein for its pre-bankruptcy services, plus $1,717 for the
filing fee.  Aqualife IV Corp., an affiliate, paid $25,000 as
retainer for the firm's bankruptcy fees and costs.

Ms. Calderin disclosed in a court filing that her firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Jacqueline Calderin, Esq.
     Ehrenstein Charbonneau Calderin
     501 Brickell Key Drive #300
     Miami, FL 33131
     Tel: 305-722-2002
     Fax: 305-722-2001
     Email: jc@ecclegal.com

                      About Aqua Life Corp.

Aqua Life Corp., which conducts business under the name of
Pinch-A-Penny #43, filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 17-15918) on May 10, 2017.  The petition was signed by
Raymond E. Ibarra, vice-president.  At the time of filing, the
Debtor had $1.07 million in assets and $2.49 million in
liabilities.

The case is assigned to Judge Robert A Mark.  

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


ASHLAND GLOBAL: S&P Assigns 'BB+' Rating on Proposed Secured Loans
------------------------------------------------------------------
S&P Global Ratings said that it assigned its 'BB+' issue-level and
'2' recovery ratings to Ashland Global Holdings Inc.'s proposed
senior secured credit facilities, which include an $800 million
revolver, a $500 million term loan A, and a $600 million term loan
B.  The '2' recovery rating indicates S&P's expectation for
substantial (70%-90%; rounded estimate: 75%) recovery in the event
of a payment default.

At the same time, S&P lowered its issue-level rating on the
company's senior unsecured debt to 'BB-' from 'BB' and revised the
recovery rating to '5' from '4'.  The '5' recovery rating indicates
S&P's


AZTEC OIL: Secured Claim Amount to be Determined Through Litigation
-------------------------------------------------------------------
Franklin Fisher, Jr., and Livingston Growth Fund Trust filed a
third amended disclosure statement explaining their plan for Aztec
Oil & Gas, Inc., and Aztec Energy, LLC.

The allowed amount of Creditsuisse, Ltd.'s secured claim and its
treatment will be determined through Adversary No. 16-03106.
Holders of General Unsecured Claims are impaired and will receive
distribution by the litigation trustee via available cash pro
rata.

A full-text copy of the Third Amended Disclosure Statement dated
May 5, 2017, is available at:

      http://bankrupt.com/misc/txsb16-31895-203.pdf

                   About Aztec Oil & Gas

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

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

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

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

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

U.S. Trustee Judy A. Robbins disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 cases of Aztec Oil & Gas, Inc., et al.


BASS PRO: Bank Debt Trades at 3% Off
------------------------------------
Participations in a syndicated loan under Bass Pro Group LLC is a
borrower traded in the secondary market at 97.48
cents-on-the-dollar during the week ended Friday, May 5, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.28 percentage points from the
previous week.  Bass Pro pays 350 basis points above LIBOR to
borrow under the $2.97 billion facility. The bank loan matures on
Nov. 14, 2023 and carries Moody's B1 rating and Standard & Poor's
B+ rating.  The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended May 5.


BELK INC: Bank Debt Trades at 12% Off
-------------------------------------
Participations in a syndicated loan under BELK, Inc is a borrower
traded in the secondary market at 88.13 cents-on-the-dollar during
the week ended Friday, May 5, 2017, according to data compiled by
LSTA/Thomson Reuters MTM Pricing.  This represents an increase of
1.72 percentage points from the previous week.  BELK, Inc pays 450
basis points above LIBOR to borrow under the $1.5 billion facility.
The bank loan matures on May 19, 2022 and carries Moody's B2 rating
and Standard & Poor's B rating.  The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended May 5.


BEN SINGER: June 8 Plan Confirmation Hearing Set
------------------------------------------------
Judge Rebecca B. Connelly of the U.S. Bankruptcy Court for the
Western District of Virginia issued an amended order approving the
disclosure statement explaining Ben Singer LLC's plan.

June 5, 2017, is fixed as the last date for filing written
objections to the confirmation of the Plan, and June 8, at 11:00
A.M., is fixed as the date of hearing of confirmation of the Plan.

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


BIOFIX HOLDING: Seeks to Hire Durand & Associates as Attorney
-------------------------------------------------------------
Biofix Agro Products International, Inc. seeks authority from the
US Bankruptcy Court for the Eastern District of Texas, Sherman
Division, to employ Daniel C. Durand, III and Durand & Associates,
P.C. as attorneys.

As the Debtor's attorney, Mr. Durand will:

     a. advise the Debtor as to its right, duties and powers as a
Debtor in Possession;

     b. prepare and file any statements, schedules, plans, and
other documents or pleadings to be filed by the Debtor;

     c. represent the Debtor at all hearings, meetings of
creditors, conferences, trials and other proceedings; and

     d. perform other legal services as may be necessary connection
with this case.

Mr. Durand will receive $300 per hour for his services and
paralegal professionals will be compensated at $75 per hour. An
initial retainer of $5,700 was provided by the Debtor.

Mr. Durand attests that he does not hold or represent an interest
adverse to the estate with respect to the matters on which he is
employed.

The Firm can be reached through:

     Daniel C. Durand, III, Esq.
     DURAND & ASSOCIATES, P.C.
     522 Edmonds Ste 101
     Lewisville, TX 75067
     Phone: (972) 221-5655
     Fax: (972) 221-9569
     Email: Diana@DurandLaw.com

                    About Biofix Holding, Inc.

Biofix Holding, Inc., based in Denton, Texas, filed a Chapter 11
petition (Bankr. E.D. Tex. Case No. 11-41418) on May 2, 2011.
Daniel C. Durand, III, Esq. at Durand & Associates, P.C. serves as
bankruptcy counsel.

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


BLACKBERRY LTD: Egan-Jones Cuts Commercial Paper Ratings to B
-------------------------------------------------------------
Egan-Jones Ratings, on April 28, 2017, lowered the local currency
and foreign currency unsecured ratings on debt issued by Blackberry
Ltd. to B from B+.  EJR also lowered the commercial paper ratings
on the Company to B from A3.

BlackBerry Limited, formerly known as Research In Motion Limited
(RIM), is a Canadian-based multinational wireless
telecommunications software and former mobile hardware company,
best known to the general public as the former developer of the
BlackBerry brand of smartphones, and tablets, but is transitioning
to becoming a worldwide provider of software for industrial
applications and mobile device management (MDM).


BRIGGS & STRATTON: Egan-Jones Hikes Sr. Unsecured Ratings to BB+
----------------------------------------------------------------
Egan-Jones Ratings, on May 1, 2017, raised the local currency and
foreign currency senior unsecured ratings on debt issued by Briggs
& Stratton Corp. to BB+ from BB.

Briggs & Stratton Corporation is the producer of gasoline engines
for outdoor power equipment and is a leading designer, manufacturer
and marketer of power generation, pressure washers, lawn and
garden, turf care and job site products.



BRISTOW GROUP: S&P Lowers CCR to 'B' on Continued Weak Operations
-----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Bristow
Group Inc. to 'B' from 'BB-'.  The outlook remains negative.

"At the same time, we lowered the issue-level rating on the
company's senior secured debt to 'B' from 'BB-'.  The recovery
rating remains '3' reflecting our expectation of meaningful
(50%-70%; rounded estimate: 65%) recovery in the event of a payment
default," said S&P Global Ratings credit analyst Aaron McLean.

S&P also lowered the issue-level rating on the company's unsecured
debt to 'B-' from 'B+'.  The recovery rating remains '5' reflecting
S&P's expectation of modest (10%-30%; rounded estimate: 15%)
recovery in the event of a payment default.

The negative outlook reflects S&P's view that leverage measures
could continue to weaken and become inconsistent with the current
rating if hydrocarbon prices remained depressed beyond S&P's
forecasts, further delaying an increase in activity in the offshore
oil and gas industry.

S&P could lower the rating if Bristow's cash flow generation
weakened below S&P's current expectations, such that FFO to debt
decreased below 5% with no near-term remedy.  This could occur if
commodity prices weakened below S&P's assumptions and offshore oil
and gas activity failed to show improvement in line with its
current forecasts.  S&P could also consider a lower rating if
liquidity became less than adequate.

S&P could consider revising the outlook to stable if FFO to debt
remained comfortably close to 12% on a sustained basis.  This could
occur if the company's oil and gas operations improve, which would
likely be a result of an improvement in commodity prices.


CAMPBELLTON-GRACEVILLE: Says PCO Appointment Not Required
---------------------------------------------------------
Campbellton-Graceville Hospital Corporation asks the U.S.
Bankruptcy Court for the Northern District of Florida to enter an
order finding that the appointment of a Patient Care Ombudsman is
not required in the Chapter 11 case.

According to the Motion, a patient care ombudsman is not necessary
for the protection of the Debtor's patients because:

     (i) the Debtor's chapter 11 filing was not precipitated by
allegations of deficient patient care;

     (ii) the Debtor is subject to oversight by numerous government
agencies;

     (iii) the Debtor's internal safeguards ensure an appropriate
level of care;

     (iv) the Debtor will have the financial ability to maintain
high quality patient care( at least in the short term);

     (v) the interests of the Debtor and its patients are aligned
in the chapter 11 case, and it is unlikely that they will diverge;
and

     (vi) the substantial expense of appointing a patient care
ombudsman would further deplete the Debtor's limited resources and
duplicate the existing measures for oversight already in place.

                     About Campbellton-Graceville

Campbellton-Graceville Hospital Corporation filed a Chapter 11
bankruptcy petition (Bankr. N.D.Fla. Case No. 17-40185) on April
17, 2017. Hon. Karen K. Specie presides over the case. Berger
Singerman LLP represents the Debtor as counsel.

In its petition, the Debtor estimated $1 million to $10 million in
assets and $1 million to $10 million to $50 million in liabilities.
The petition was signed by Marshall Glade of GlassRatner Advisory &
Capital Group, LLC, chief restructuring officer.


CARRIZO OIL: S&P Retains 'B+' CCR; Outlook Stable
-------------------------------------------------
S&P Global Ratings said that it has revised its recovery rating to
'3' from '4' on U.S.-based exploration and production company
Carrizo Oil & Gas Inc.'s senior unsecured debt.  The '3' recovery
rating indicates S&P's expectation for meaningful (50% to 70%;
rounded estimate: 60%) recovery in the event of default.  The
issue-level rating on the unsecured notes remains 'B+'.  

The corporate credit rating remains 'B+' with a stable outlook.

The higher recovery rating on the company's unsecured debt
incorporates higher year-end 2016 proved reserves.  The rise in
PV-10 valuation more than offsets the recent increase in the
committed size of Carrizo's credit facility to $800 million from
$600 million. As a result, the recovery prospects on the unsecured
notes improve.

RATINGS LIST

Carrizo Oil & Gas Inc.
Corporate credit rating                 B+/Stable/--

Issue-Level Rating Unchanged; Recovery Rating Revised
                                        To          From
Carrizo Oil & Gas Inc.
Senior Unsecured                       B+          B+
  Recovery Rating                       3(60%)      4(35%)


CASTLE ARCH: Trustee Selling Tooele Property for $39K
-----------------------------------------------------
D. Ray Strong, Trustee of the Consolidated Legacy Debtors
Liquidating Trust and the Chapter 11 Trustee, and post-confirmation
estate representative for the consolidated bankruptcy estates of
Castle Arch Real Estate Investment Co., LLC, CAOP Managers, LLC,
Castle Arch Kingman, LLC, Castle Arch Smyrna, LLC, Castle Arch
Secured Development Fund, LLC, and Castle Arch Star Valley, LLC
("Legacy Debtors"), asks the U.S. Bankruptcy Court for the District
of Utah to authorize the private sale of real property located in
Tooele, Utah, comprised of 7.58 acres of land with the tax parcel
ID number 03-014-0-0020, to Dan Blanchette for $38,900, subject to
overbid.

On Feb. 8, 2013, the Court entered an Order substantively
consolidating the Legacy Debtors. On June 7, 2013, the Court
entered the Confirmation Order confirming the Second Amended
Chapter 11 Trustee's Plan of Liquidation Dated Feb. 25, 2013.

Commerce Real Estate Solutions has marketed the Property for
private sale pursuant to a Court-approved Listing Agreement from
June 29, 2012.  In February 2014, after entry of the Confirmation
Order, the Trustee entered into a new Listing Agreement with
Nichols Realty for the sale of the Property, which was retroactive
to Dec. 3, 2013.  Commerce has no interest in the case at this
point, and all work and commissions are owed to Nichols Realty.

On April 25, 2017, the Trustee entered into Sale Agreement to sell
the Property to the Buyer for $38,900, subject to Court approval.
Nichols Realty has continued to market the Property for sale since
receiving the offer from the Buyer, and will continue to do so
through the Higher and/or Better Deadline.

The salient terms of the Sale Agreement are:

          a. The Sale Agreement is expressly condition on the
Court's entry of an Order approving the Sale Agreement.

          b. The purchase price is $38,900.

          c. The Buyer has made an earnest money deposit in the
amount of $15,000 to be held in escrow.

          d. Settlement and close of the transaction will occur 15
days after entry of an Order approving the Sale Agreement.

          e. The sale of the Property is "as is" with no
representations or warranties by the Trustee, except that he has
authority to enter into the Sale Agreement with Court approval and
will seek approval of the sale free and clear of liens and
interests.

The proposed sale of the Property is a private sale, and it is
anticipated that it will close in accordance with the terms of the
Sale Agreement.  However, the sale of the Property is expressly
subject to higher and/or better offers.

The Trustee will consider all written offers for the purchase of
the Property made prior to the expiration of the deadline set forth
in the Notice of Hearing filed concurrently (the "Higher and/or
Better Deadline").  Whether an offer is a higher and/or better
offer will be determined by the Trustee is his sole discretion.
Upon closing of the sale, whether to the Buyer or to a person who
has submitted a higher and/or better offer, the Trustee will file a
Notice of Sale with the Court that provides information typically
required under Federal Rule of Bankruptcy Procedure 6004(t).

In the event that a higher and/or better offer is received and
accepted for the sale of the Property, approval of the sale to the
Buyer will be deemed to be approval of the sale to the person
submitting the higher and/or better offer, with the Notice of Sale
providing an itemization of amounts obtained by the Legacy Trust,
as well as all refunds to the Buyer.

Following close of the sale of the Property, the Trustee
anticipates paying from the gross proceeds of the sale the costs of
sale, which will include a 6% commission as set forth in the
Listing Agreement.  The Title Report shows that property taxes on
the Property for 2008 through 2016 are liens that are due and
payable.  The Trustee anticipates paying the property taxes out of
the gross sale proceeds.

The Trustee believes that the sale of the Property as set forth in
the Sale Agreement is fair, reasonable, and in the best interests
of the Legacy Trust and its beneficiaries.  Accordingly, the
Trustee asks the Court to approve the private sale of the Property
pursuant to the Sale Agreement free and clear of interests, and
subject to higher and/or better offers; and authorize the payment
of actual and necessary costs of sale from the gross sale proceeds,
including commission to Nichols Realty.

                 About Castle Arch Real Estate

Castle Arch Real Estate Investment Company, LLC, in Salt Lake
City, Utah, filed for Chapter 11 bankruptcy (Bankr. D. Utah Case
No. 11-35082) on Oct. 17, 2011, together with several affiliates.
The petitions were signed by Trent Waddoups, CEO/president.  Judge
Joel T. Marker presides over the case.  Michael L. Labertew, Esq.,
at Labertew & Associates, LLC, served as counsel to the Debtors.
In its petition, Castle Arch Real Estate Investment Company
scheduled $2,818,931 in assets, and $40,863,600 in debt.

The other filing affiliates are CAOP Managers, LLC; Castle Arch
Kingman, LLC; Castle Arch Secured Development Fund, LLC; Castle
Arch Smyrna, LLC; Castle Arch Star Valley, LLC; Castle Arch
Opportunity Partners I, LLC; and Castle Arch Opportunity Partners
II, LLC (Case Nos. 11-35082, 11-35237, 11-35243, 11-35242 and
11-35246, (Substantively Consolidated), Case Nos. 11-35241 and
11-35240, (Jointly Administered).

On May 3, 2012, the Court entered an order appointing D. Ray
Strong
as the Chapter 11 bankruptcy Trustee for CAREIC, and in that
capacity he managed each of the other Legacy Debtors.  Peggy Hunt,
Esq., and Chris Martinez, Esq., at Dorsey & Whitney LLP, in Salt
Lake City, Utah, argue for the Chapter 11 Trustee.

On Feb. 8, 2013, the Court entered an Order substantively
consolidating the Legacy Debtors.

On June 7, 2013, the Bankruptcy Court entered an order confirming
the Chapter 11 Trustee's Second Amended Plan of Liquidation Dated
Feb. 25, 2013.  The Confirmation Order designated the Trustee as
the post-confirmation estate representative for the Legacy
Debtors.

The Confirmed Plan became effective on July 22, 2013.


CELERITAS CHEMICALS: Manidhari Objects to Disclosure Statement
--------------------------------------------------------------
Celeritas Chemicals, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of Texas a third amended disclosure statement
in support of the Debtor's plan of reorganization dated May 8,
2017.

Under the Plan, allowed Class 3 General Unsecured Claims --
approximately at $750,000 to $2.25 million -- will receive pro rata
share of the remaining amounts in the claims payment fund after
payment of the allowed property tax claims and other allowed,
unpaid priority claims, if any.

On April 18, 2017, the Court held a hearing to consider approval of
the Disclosure Statement and a motion to convert this case to
Chapter 7 filed by Manidhari Gums & Chemicals.  At the April 18
hearing, the Court ordered that the Disclosure Statement would be
approved but that Manidhari may submit statements to the Debtor to
be included in the Disclosure Statement.  The Court further held
that the Debtor may make responses to the statements offered by
Manidhari.

Manidhari argued its objections to the Disclosure Statement at the
April 18 hearing and the Court's decision was that the Disclosure
Statement would be approved with the addition of statements offered
by Manidhari and the Debtor's response to the statements.  The
Debtor says that to be clear, although Manidhari states it still
has objections, the Disclosure Statement has been approved by the
Court.  

Manihadhari's objection states that the Disclosure Statement and
Plan do not include the pursuit of all assets and fails to disclose
the lack of viability of the reorganization, including Celeritas
complete lack of any income or viable business opportunities since
filing for bankruptcy.

The Debtor responded that a party's objection to the Disclosure
Statement and an objection to the Plan are two separate matters.
The Court has approved the Disclosure Statement with the inclusion
of the statements offered by Manidhari.  Manidhari has not to date
filed an objection to the Debtor's Chapter 11 Plan with the Court.
The Debtor will respond to Manidhari's objection to the Plan if and
when one is filed.

The Debtor disputes Manidhari's assertion that not all assets are
pursued and that the Debtor's Plan is not viable.  The assets of
the Debtor and the administration of the assets for funding payment
of claims is described in the Disclosure Statement at Articles II,
VII, VIII, and XI.  An explanation of the means for implementation
of the Plan is found in Article VII.

The Third Amended Disclosure Statement is available at:

         http://bankrupt.com/misc/txnb16-42136-138.pdf

As reported by the Troubled Company Reporter on April 26, 2017, the
Debtor filed with the Court a second amended disclosure statement
in support of its plan of reorganization, dated April 14, 2017.

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

                   About Celeritas Chemicals

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

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


CENTRAL GROCERS: U.S. Trustee Forms 7-Member Committee
------------------------------------------------------
The Office of the U.S. Trustee on May 15 appointed seven creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 cases of Central Grocers, Inc. and its affiliates.

The committee members are:

     (1) Kellogg Sales Company
         Attn: Julie Ayers-Smith
         One Kellogg Square
         Battle Creek, MI 49016
         Phone: 616-219-6065
         Fax: 269-961-3276

     (2) Kraft Heinz Foods Company
         Attn: Todd Brown
         200 East Randolph Street, Suite 7600
         Chicago, IL 60601
         Phone: 847-646-6227
         Fax: 847-646-0927

     (3) S. Abraham & Sons, Inc.
         Attn: Curtis Johnson
         P.O. Box 1769
         4001 Three Mile Rd. NW
         Grand Rapids, MI 49501-1768
         Phone: 616-453-6358
         Fax: 616-453-3591

     (4) The Dannon Company
         Attn: Michael Pettyjohn
         5217 South State Street, Suite 300
         Murray, UT 84107
         Phone: 801-904-9717
         Fax: 801-904-0706

     (5) Weiss Entities
         Attn: Donald Weiss
         104 S. Michigan Ave., Suite 1300
         Chicago, IL 60603
         Phone: 312-754-3301
         Fax: 312-754-3317

     (6) Teamsters Local Unions
         No. 703, 710/738 & 142
         Attn: Steve Vairma
         25 Louisiana Ave., NW
         Washington, DC 20001
         Phone: 202-624-8737
         Fax: 202-624-6925

     (7) United Food and Commercial Workers Unions
         and Employers Midwest Pension Fund
         Attn: Robert Niksa
         9801 West Higgins Road, Suite 500
         Rosemont, IL 60018-4740
         Phone: 847-939-7220
         Fax: 847-384-0197

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

                      About 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 it 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 and 11 of its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
17-10993) on May 4, 2017.  The petitions were signed by Donald E.
Harer, chief restructuring officer.  

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

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; Peter J.
Solomon Company as investment banker; and Prime Clerk LLC as claims
and noticing agent.


CHAMPAGNE SERVICES: Unsecureds to be Paid 10% Under Creditors Plan
------------------------------------------------------------------
Unsecured creditors of Champagne Services, LLC, will be paid 10% of
their claims under a Chapter 11 plan of reorganization proposed by
creditors David Kiser and Sparkle Mind, Inc. for the company.

Under the plan, Class 2 unsecured creditors will receive 10% of
their claims in four annual payment of 2.5% each, first within 15
days of the effective date of the plan, and then on the next three
annual anniversaries of the actual date of the first distribution,
or within 15 days of the date on which the unsecured claim is
allowed, whichever is later.

All payments will come from receipts from the operation of
Champagne's restaurant, plus any other money it is able to raise or
obtain, according to Mr. David Kiser's proposed disclosure
statement filed on May 9 with the U.S. Bankruptcy Court for the
Eastern District of Virginia.

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

The plan proponents are represented by:

     Jeffrey M. Sherman, Esq.
     Law Offices of Jeffrey M. Sherman
     1600 N. Oak Street, #1826
     Arlington, VA 22209
     Phone: (703) 855-7394
     Email: jeffreymsherman@gmail.com

                     About Champagne Services

Champagne Services, LLC is a residential cleaning service operating
in Northern Virginia.  It is owned and operated by Geoff Crawley
who purchased the business from David Kiser and Sparkle Mind, Inc.
on January 20, 2015..

Champagne Services, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Va. Case No. 16-11683) on May 12,
2016.  The petition was signed by Geoff Crawley, director of
operations.  

At the time of the filing, the Debtor estimated assets of less than
$100,000 and liabilities of less than $500,000.


CHAPARRAL ENERGY: Posts $1.02B Net Income in First Quarter
----------------------------------------------------------
Oklahoma City-based Chaparral Energy, Inc., which emerged from
Chapter 11 bankruptcy protection in March, announced on Monday its
first quarter financial and operational results.

Highlights for the quarter include:

     * The company's emergence from bankruptcy and elimination
       of $1.2 billion in debt

     * The announcement of its new long-term strategy, in which
       it will transition to a pure-play STACK operator,
       including the marketing of its enhanced oil recovery (EOR)
       assets

     * Total net production of 22.5 MBoe/d, with a 21 percent
       year-over-year increase of its STACK production to 8,040
       Boe/d

     * Lease operating expense cost in the STACK of less than
       $4 per barrel, one of the lowest within the industry

     * The adoption of fresh start accounting practices in
       conjunction with its emergence from Chapter 11

Chaparral adopted fresh start accounting as of March 21, 2017, the
effective date of its emergence from Chapter 11, resulting in the
company becoming a new entity for financial reporting purposes.
Upon the adoption of fresh start accounting, Chaparral's assets and
liabilities were recorded at their fair values as of that date, and
as a result the company's unaudited consolidated financial
statements subsequent to March 21, 2017, may not be comparable to
its financial statements prior to that time.

Overall, Chaparral recorded a net income of $1.02 billion for the
first quarter, which was largely a result of the $642 million
increase in carrying value of the Company's net assets restated to
fair value pursuant to the adoption of fresh start accounting,
combined with the $372 million gain on settlement of liabilities
subject to compromise.

Chaparral's total revenues for the first three months were $74.3
million. This represents a 54 percent year-over-year increase,
which is primarily a result of an improvement in commodity prices.
Production taxes were $2.7 million, while transportation and
processing costs were $2.4 million for the quarter.
Chaparral's net G&A expense for the first quarter was $12.6
million, or $6.22 per barrel. The company's net G&A expense is not
comparable on a quarter-over-quarter or year-over-year basis due in
part to the company's bonus adjustment. Provisions set by the
Bankruptcy Court prevented it from paying bonuses in the ordinary
course of business. Pursuant to these provisions, Chaparral did not
accrue bonuses during 2016 or the entire pendency of its
bankruptcy.

Upon emergence, the company recognized an expense for the entire
amount of its 2016 bonus, which was paid in March 2017, as well as
accrued a pro-rata portion of its 2017 bonus reflecting the first
three months of 2017. Excluding the bonus adjustments, the
company's net G&A was $3.75 per barrel.

At March 31, 2017, the Company had total assets of $1,368,174,000
against total current liabilities of $84,743,000; long-term debt
and capital leases, less current maturities, of $288,991,000; and
total stockholders' equity of $929,380,000.

Chaparral's most recent Form 10-Q provides further details.  A copy
of the Form 10-Q report is available at https://is.gd/CA7CYK

"The first quarter of 2017 marked a new era in Chaparral's history
with our emergence from Chapter 11 and shift to become a premiere,
pure-play STACK operator," said Chief Executive Officer Earl
Reynolds. "We believe our outstanding STACK assets, low-cost
structure, best-in-class execution and tremendous people will allow
us to continue to create significant value for our shareholders and
provide us with the opportunity to thrive even in a $40 to $60
price environment."

During the first quarter, Chaparral completed a rights offering,
which generated $50 million of gross proceeds, as well as the
restructuring of its credit facility to consist of a new revolver
and term loan. In addition, the company exchanged approximately
$1.3 billion of indebtedness, including accrued interest associated
with its senior notes and general unsecured claims, for new common
stock, representing 90 percent of the company's outstanding
shares.

Pursuant to the terms of its reorganization plan, all predecessor
company common stock was cancelled and Chaparral issued 45 million
shares of the successor company stock.

The company's capital expenditures for the first quarter were $43.2
million, with $28.4 million spent in the STACK, which included $4
million on STACK acreage, and $14.8 million spent predominantly in
EOR.

A copy of the Company's earnings release is available at
https://is.gd/FhZAwo

                  About Chaparral Energy Inc.

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

Chaparral Energy, Inc., and its 10 affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 16-11144) on May 9, 2016.  The petitions were signed by Mark
Fischer, chief executive officer.  At March 31, 2016, the Company
had total assets of $1,229,373,000, total current liabilities of
$1,940,742,000 and total stockholders' deficit of $759,546,000.

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

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

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

                           *     *     *

On March 7, 2017, the Debtors filed with the Bankruptcy Court the
proposed First Amended Joint Plan of Reorganization.  On March 10,
the Bankruptcy Court entered an order confirming the Plan, as
modified by the Confirmation Order.  On March 21, the Plan became
effective in accordance with its terms, and the Company and its
subsidiaries emerged from the Chapter 11 Cases.

Under the confirmed plan, Chaparral's unsecured bondholders and
general unsecured creditors will own 100% of the company's
ownership interest, subject to some dilution.


CHELLINO CRANE: Seeks to Hire Epiq as Claims Agent
--------------------------------------------------
Chellino Crane Inc. seeks approval from the U.S. Bankruptcy Court
for the Northern District of Illinois to hire Epiq Bankruptcy
Solutions, LLC as noticing, claims and balloting agent.

Epiq will oversee the distribution of notices, the processing of
proofs of claim and the solicitation of votes in connection with
any proposed Chapter 11 plan for Chellino Crane and its
affiliates.

The firm's professionals and their hourly rates are:

     Clerical/Administrative Support     $25 – $45
     IT/Programming                      $65 – $85
     Case Managers                      $70 – $155
     Consultants/Directors/VPs         $155 – $185
     Solicitation Consultant                  $185
     Executive VP, Solicitation               $215
     Executives                          No Charge

Epiq received a retainer in the amount of $10,000 from the Debtors
prior to their bankruptcy filing.

Kathryn Tran, senior consultant of Epiq, disclosed in a court
filing that her firm does not have any interest adverse to the
Debtors' bankruptcy estates.

The firm can be reached through:

     Kathryn Tran
     Epiq Bankruptcy Solutions, LLC
     777 Third Avenue, 12th Floor,
     New York, NY 10017
     Tel: (646) 282-2493

                   About Chellino Crane Inc.

Headquartered in Joliet, Illinois, Chellino Crane Inc. and its
affiliates operate cranes for refineries owned by some of the
largest downstream oil and gas refineries in the world.  Chellino
consists of two divisions: a Crane Division focused on providing
customers with a full range of crane services, and a Heavy
Haul/Heavy Lift Division, which specializes in transport and heavy
lift or rigging services.  Sam Chellino began operating the company
in 1947, and to this day the company is family-owned and operated.


Chellino and four of its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-14200) on
May 5, 2017.  The petitions were signed by Gregory Chellino,
president.

At the time of the filing, Chellino Crane estimated its assets and
liabilities at $50 million to $100 million.

Judge Carol A. Doyle presides over the cases.  The Debtors hired
Sugar Felsenthal Grais & Hammer LLP as lead counsel and Akerman LLP
as special counsel; Conway MacKenzie, Inc. as financial advisor;
and Epiq Bankruptcy Solutions, LLC as noticing, claims and
balloting agent.


CHELLINO CRANE: Taps Conway MacKenzie as Financial Advisor
----------------------------------------------------------
Chellino Crane Inc. seeks approval from the U.S. Bankruptcy Court
for the Northern District of Illinois to hire Conway MacKenzie,
Inc. as financial advisor.

The firm will provide these services related to the Chapter 11
cases of Chellino Crane and its affiliates:

     (a) advise the Debtors regarding their powers and duties;

     (b) assist in the preparation of cash collateral and debtor-
         in-possession financing budgets, and cash flow
         projections;

     (c) assist the Debtors in meeting reporting requirements of
         the bankruptcy court;

     (d) meet with and prepare presentations for creditors,
         lenders and other parties;

     (e) take all appropriate actions to protect and preserve the
         Debtors’ assets;

     (f) appear and testify before the bankruptcy court or other
         courts, as may be necessary; and

     (g) perform any other necessary legal tasks.

Conway's hourly rates range from $165 for paraprofessionals to $755
for senior managing director.  Fees will include an
administrative charge of 2% of all fee billings for the firm's
indirect internal costs.

Prior to their bankruptcy filing, the Debtors paid the firm a total
of $475,231 for services rendered, plus advance retainer fees
totaling $75,000.

Jeffrey Zappone, senior managing director of Conway, disclosed in a
court filing that his firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Jeffrey Zappone
     Conway MacKenzie, Inc.
     77 West Wacker Drive, Suite 4000
     Chicago, IL 60601
     Phone: 312-220-0100
     Fax: 312-220-0101

                   About Chellino Crane Inc.

Headquartered in Joliet, Illinois, Chellino Crane Inc. and its
affiliates operate cranes for refineries owned by some of the
largest downstream oil and gas refineries in the world.  Chellino
consists of two divisions: a Crane Division focused on providing
customers with a full range of crane services, and a Heavy
Haul/Heavy Lift Division, which specializes in transport and heavy
lift or rigging services.  Sam Chellino began operating the company
in 1947, and to this day the company is family-owned and operated.


Chellino and four of its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-14200) on
May 5, 2017.  The petitions were signed by Gregory Chellino,
president.

At the time of the filing, Chellino Crane estimated its assets and
liabilities at $50 million to $100 million.

Judge Carol A. Doyle presides over the cases.  The Debtors hired
Sugar Felsenthal Grais & Hammer LLP as lead counsel and Akerman LLP
as special counsel; Conway MacKenzie, Inc. as financial advisor;
and Epiq Bankruptcy Solutions, LLC as noticing, claims and
balloting agent.


CHELLINO CRANE: Taps Sugar Felsenthal as Legal Counsel
------------------------------------------------------
Chellino Crane Inc. seeks approval from the U.S. Bankruptcy Court
for the Northern District of Illinois to hire Sugar Felsenthal
Grais & Hammer LLP.

The firm will serve as legal counsel to Chellino and its affiliates
in connection with their Chapter 11 cases.  Sugar Felsenthal will
advise the Debtors regarding their duties under the Bankruptcy
Code, negotiate with creditors, and assist in the preparation of a
plan of reorganization or a sale of most of their assets.

The firm's hourly rates range from $395 to $795 for attorneys, and
$225 to $275 for paralegals.  The personnel expected to represent
the Debtors are:

     Jonathan Friedland       $795
     Aaron Hammer             $795
     Elizabeth Vandesteeg     $645
     Nicole Stefanelli        $625
     John O'Connor            $445
     David Madden             $395
     Jeffrey Demma            $275

On May 5, the Debtors paid the firm $150,000 as retainer for
pre-bankruptcy and postpetition services, and another $8,585 to
reimburse the firm for advancing the filing fees.

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

The firm can be reached through:

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

                   About Chellino Crane Inc.

Headquartered in Joliet, Illinois, Chellino Crane Inc. and its
affiliates operate cranes for refineries owned by some of the
largest downstream oil and gas refineries in the world.  Chellino
consists of two divisions: a Crane Division focused on providing
customers with a full range of crane services, and a Heavy
Haul/Heavy Lift Division, which specializes in transport and heavy
lift or rigging services.  Sam Chellino began operating the company
in 1947, and to this day the company is family-owned and operated.


Chellino and four of its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-14200) on
May 5, 2017.  The petitions were signed by Gregory Chellino,
president.

At the time of the filing, Chellino Crane estimated its assets and
liabilities at $50 million to $100 million.

Judge Carol A. Doyle presides over the cases.  The Debtors hired
Sugar Felsenthal Grais & Hammer LLP as lead counsel and Akerman LLP
as special counsel; Conway MacKenzie, Inc. as financial advisor;
and Epiq Bankruptcy Solutions, LLC as noticing, claims and
balloting agent.


CHELLINO CRANE: U.S. Trustee Forms 4-Member Committee
-----------------------------------------------------
The Office of the U.S. Trustee on May 17 appointed four creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 cases of Chellino Crane Inc. and its affiliates.

The committee members are:

     (1) Lampson International
         Representative: William N. Lampson
         P.O. Box 6510
         607 E Columbia Drive
         Kennewick, WA 99336-0502

     (2) Walter Payton Power Equipment, LLC
         Howell Tractor and Equipment, LLC
         Representative: Jack Wepfer
         17301 Palmer Blvd
         Homewood, IL 60430

     (3) Conant Crane Rental Company
         Representative: Skip Conant
         P.O. Box 265
         Avon, OH 44011

     (4) Fleet Cost & Care
         Representative: Mike Coffman
         865 S. Fort
         Detroit MI 48217

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

                   About Chellino Crane Inc.

Headquartered in Joliet, Illinois, Chellino Crane Inc. and its
affiliates are crane companies in the Midwest, specializing in
providing full-service capabilities to niche markets such as
refineries, power and chemical plants.  

Chellino consists of two divisions: a Crane Division focused on
providing customers with a full range of crane services, and a
Heavy Haul/Heavy Lift Division, which specializes in transport and
heavy lift or rigging services.  

The company operates cranes for refineries owned by some of the
largest downstream oil and gas refineries in the world.  Sam
Chellino began operating the company in 1947, and to this day the
company is family-owned and operated.  

Chellino and four of its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-14200) on
May 5, 2017.  The petitions were signed by Gregory Chellino,
president.

At the time of the filing, the Debtor estimated its assets and
liabilities at $50 million to $100 million.

Judge Carol A. Doyle presides over the cases.  The Debtors hired
Akerman LLP as special counsel.


CHF DEKALB II: Moody's Lowers Rating on $130MM Bonds to Ba1
-----------------------------------------------------------
Moody's Investors Service has downgraded CHF Dekalb II, L.L.C. -
Northern Illinois University Project Bonds (approximately $130
million outstanding) to Ba1 from Baa3 negative. The rating remains
under review for downgrade, pending further review of the
underlying student housing project and resolution of the Moody's
rating for Northern Illinois University (currently Baa3 for the
Auxiliary Facilities System Revenue Bonds and Ba1 for the
Certificates of Participation) that was placed under review for
downgrade on April 17, 2017, along with six other Illinois Public
Universities.

CHF Dekalb II's downgrade to Ba1 reflects a combined occupancy rate
of 90% at its two student housing facilities located on the main
campus of Northern Illinois University ("the University"). The drop
in project occupancy is attributed to enrollment pressures at the
University, largely due to lower than budgeted first-time freshmen
for Fall 2016.

The University as the project manager for CHF Dekalb II ("the
Project") ensures an average occupancy rate of at least 95% per
semester, or provide an equivalent funding level from the
University's legally available funds pursuant to a management
agreement. The terms of the management agreement also require the
University guarantee rent for a related dining facility in case of
sub-lease termination. In the absence of legally available funds,
both the occupancy and dining commitments from the University are
subject to termination and cancellation without penalty,
accelerated payment or other recoupment mechanism.

Rating Outlook

Rating under review for further downgrade.

Factors that Could Lead to an Upgrade

While Moody's believes a credit upgrade is unlikely in the near to
medium term, a significant and sustained increase in occupancy at
the Project coupled with enrollment growth at the University would
be a positive credit factor

Factors that Could Lead to a Downgrade

Failure of the University to fund occupancy shortfalls

Further downgrade of the University which provides occupancy
guarantee and expenses

Erosion of debt service coverage ratio ("DSCR")

Legal Security

The bonds are limited obligations of the issuer, secured by trust
estate assets and payments to be made under the loan agreement.

Use of Proceeds

The bond proceeds were used to finance the construction and
furnishing of New Hall, an on-campus student housing facility with
1,008 beds for undergraduate freshmen students and a 31,564 square
foot community center with a full service dining facility. The
dining facility is sub-leased to and operated by the University.

In addition, Owner/Borrower applied bond proceeds towards the
refinancing of debt on Northern View Apartments (Series 2006 A&B).
Completed in 2007, Northern View Apartments is a 120-unit, 240-bed
privatized student housing project benefitting families with
children, graduate students and older undergraduate students.

Obligor Profile

CHF-DeKalb II, L.L.C. is a single member limited liability company
established for the purpose of assisting Northern Illinois
University in providing on-campus housing for its students. The
sole member of CHF-DeKalb II, L.L.C. is Collegiate Housing
Foundation, an Alabama not-for-profit corporation organized in 1996
exclusively for charitable and educational purposes, including
assisting its member colleges and universities in providing housing
for their enrolled students and faculty and otherwise assisting its
member colleges and universities in furtherance of their
educational missions.


CHG HEALTHCARE: S&P Assigns 'B' Rating on New 1st-Lien Term Loan
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating to Salt Lake
City-based health care staffing provider CHG Healthcare Services
Inc.'s proposed first-lien term loan.  The recovery rating is '3'.
The pricing on the first-lien loan will move to LIBOR plus 325
basis points from LIBOR plus 375 basis points.

The '3' recovery rating indicates expectations for meaningful
(50%-70%; rounded estimate: 60%) recovery in default.  S&P's
corporate credit rating on CHG Healthcare Services Inc. is 'B', and
the outlook is stable.

S&P's ratings on CHG Healthcare Services Inc. reflect the company's
weak business risk profile, highlighted by the company's operating
concentration in the highly competitive health care staffing
industry.  The company's business mix benefits from significant
exposure to the locum tenens business, which S&P views as having
greater stability of demand and supply than the allied health and
travel nurse segment.  The rating also reflects the company's
highly leveraged financial risk profile, which incorporates S&P's
expectation that adjusted leverage will remain above 5x over the
next few years.

RATINGS LIST

CHG Healthcare Services Inc.
Corporate Credit Rating                     B/Stable/--

New Rating

CHG Healthcare Services Inc.
Senior Secured
  $1.119 bil 1st Lien Term Loan due 2023     B
   Recovery Rating                           3 (60%)


CIBER INC: Taps Prime Clerk as Administrative Advisor
-----------------------------------------------------
CIBER, Inc. seeks approval from the U.S. Bankruptcy Court for the
District of Delaware to hire Prime Clerk LLC as administrative
advisor.

The services to be provided by the firm include:

     (a) assisting in the solicitation, balloting and tabulation
         of votes, and preparing any related reports in support of

         confirmation of a Chapter 11 plan;

     (b) preparing an official ballot certification and, if
         necessary, testifying in support of the ballot tabulation

         results;

     (c) assisting in the preparation of schedules of assets and
         liabilities and statements of financial affairs, and
         gathering data in conjunction therewith;

     (d) providing a confidential data room, if requested;

     (e) managing and coordinating any distributions pursuant to a

         bankruptcy plan; and

     (f) providing other administrative services.

The hourly rates charged by the firm are:

     Analyst                                  $35 - $55
     Technology Consultant                    $35 - $95
     Consultant/Senior Consultant            $70 - $170
     Director                               $175 - $195
     Chief Operating Officer/Executive VP     No charge
     Solicitation Consultant                       $200
     Director of Solicitation                      $210

Michael Frishberg, co-president and chief operating officer of
Prime Clerk, disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Michael J. Frishberg
     Prime Clerk LLC
     830 Third Avenue, 9th Floor
     New York, NY 10022
     Tel: (212) 257-5450

                         About CIBER Inc.

CIBER, Inc. -- http://www.ciber.com/-- is a global information
technology consulting, services and outsourcing company.  

The Debtor and two other affiliates sought bankruptcy protection on
April 9, 2017 (Bankr. D. Del. Lead Case No. 17-10772).  The
petition was signed by Christian Mezger, chief financial officer.
The Debtors listed total assets of $334.2 million and total
liabilities of $171.92 million as of Sept. 30, 2016.

The Hon. Brendan Linehan Shannon presides over the case.  Morrison
& Foerster LLP is the Debtors' lead bankruptcy counsel.
Polsinelli, PC serves as co-counsel while Saul Ewing LLP serves as
local counsel.  The Debtors also hired Houlihan Lokey as investment
banker and financial advisor; Alvarez & Marsal North America, LLC
as restructuring advisor; and Prime Clerk LLC as noticing and
claims agent.

An official committee of unsecured creditors has been appointed in
the Chapter 11 case.  The committee hired Perkins Coie, LLP as
bankruptcy counsel; Shaw Fishman Glantz & Towbin LLC as co-counsel;
and BDO Consulting as financial advisor.


CLINE GRAIN: New Winchester Wants to Use Cash Collateral
--------------------------------------------------------
New Winchester Properties, LLC, asks for permission from the U.S.
Bankruptcy Court for the Southern District of Indiana to use cash
collateral to help pay $6,000 of marketing fees.  

Cline Grain, Inc., also filed a motion requesting authority to use
its cash to help pay the marketing fees.

On April 27, 2017, the Court entered the amended order approving
the Debtor's application to employ auctioneer whereby the Debtor
obtained authority to employ Maas Companies, Inc., as auctioneer to
the Debtor in liquidating several tracts of real estate and related
equipment.  Per the court order, the Debtor obtained authority to
pay Maas its Marketing I Pre-Marketing fee of $1,500 and Marketing
II Advertising and Marketing Fee of $24,837.

The Debtor currently has $6,000 in its checking account at
Huntington Bank.  Those funds represent cash rents from the New
Market real estate.  Cline Grain currently has $23,710.30 in its
checking account at Huntington Bank.  These funds represents
proceeds from sold grain.

The Marketing Fees total $26,337.  The Debtor and Cline Grain
propose that the Debtor (New Winchester) pay all of its cash
collateral towards the Marketing Fees as Maas is employed to help
liquidate the Debtor's property and that the Cline Grain pays the
balance ($20,337.47).

Pinnacle Agriculture Distribution, Inc., d/b/a Providence
Agriculture, d/b/a Providence -- New Era, d/b/a Jimmy Sanders
Incorporated, may assert a lien in the cash collateral by virtue of
filed mortgage on the New Market property.

The Debtor is unaware of any other parties who may assert a
perfected lien on the cash collateral.  The Debtor has moved to
avoid the mortgages of Pinnacle in an adversary proceeding in this
matter as fraudulent transfers.  Accordingly, Pinnacle should not
be permitted to assert an objection of the use of cash collateral.
Nevertheless, use of the cash collateral to sell the elevators of
the Debtor (upon all of which Pinnacle has a mortgage) benefits the
estate and Pinnacle.  If Pinnacle's mortgage is determined to be
valid, the sale will provide cash to Pinnacle.  If the mortgage is
not valid, Pinnacle may participate as an unsecured creditor in a
distribution from the sale of the elevators.

A copy of the Debtor's request is available at:

          http://bankrupt.com/misc/insb17-80004-269.pdf

                    About Cline Grain, et al.

Cline Grain, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S. D. Ind. Case Nos. 17-80004) on Jan. 3,
2017.  Chapter 11 petitions were also simultaneously filed by Cline
Transport, INc. (Case No. 17-80005), New Winchester Properties, LLC
(17-80006), Michael B. Cline and Kimberly A. Cline (Case No.
17-00013) and Allen L Cline and Teresa A. Cline (Case No.
17-00014).   Allen Cline, as authorized representative, signed the
petitions.

The cases are assigned to Judge Jeffrey J. Graham.  On Jan. 10,
2017, the Court order the joint administration of all the Debtors'
cases under Case No. 17-80004.

The Debtors are represented by Jeffrey M. Hester, Esq., at Hester
Baker Krebs LLC.

At the time of the filing, the Debtors reported these assets and
liabilities:

                                     Estimated   Estimated
                                      Assets    Liabilities
                                    ----------  -----------
       Cline Grain, Inc.               $0-$50K    $1M-$10M
       Cline Transport, Inc.        $500K-$1M     $1M-$10M
       New Winchester Properties     $10M-$50M    $1M-$10M

No official committee of unsecured creditors has been appointed in
the Chapter 11 cases.


CLINE GRAIN: Wants to Use Cash Collateral to Pay Marketing Fees
---------------------------------------------------------------
Cline Grain, Inc., seeks permission from the U.S. Bankruptcy Court
for the Southern District of Indiana to use cash collateral to help
pay $20,337.47 of the marketing fees.

On April 27, 2017, the Court entered the amended order approving
the Debtor's application to employ auctioneer whereby New
Winchester Properties, LLC, a related debtor, obtained authority to
employ Maas Companies, Inc., as auctioneer to assist New Winchester
in liquidating several tracts of real estate and related equipment.
Per the court order, New Winchester obtained authority to pay Maas
its Marketing I Pre-Marketing fee of $1,500 and Marketing II
Advertising and Marketing Fee of $24,837.47.

The Debtor currently has $23,710.30 in its checking account at
Huntington Bank.  These funds represents proceeds from sold grain.
New Winchester currently has $6,000 in its checking account at
Huntington Bank.  Those funds represent cash rents from the New
Market real estate.

The Marketing Fees total $26,337.47.  The Debtor and New Winchester
propose that New Winchester pay all of its cash collateral towards
the Marketing Fees as Maas is employed to help liquidate New
Winchester's property and that the Debtor (Cline Grain, Inc.) pays
the balance ($20,337.47).

Wells Fargo Bank, National Association, may assert a properly
perfected lien on the cash collateral by virtue of UCC statement
2013000010939008 filed on Dec. 13, 2013.  Pinnacle Agriculture
Distribution, Inc., may also assert a properly perfected lien on
the cash collateral by virtue of UCC statement 201500005843260
filed on July 27, 2015.  The Indiana Grain Buyers and Warehouse
Licensing Agency may also assert a statutory lien on the cash
collateral pursuant to Indiana Code 26-3-7-16.8.  The Debtor
believes the State Agency's lien, if any, became effective sometime
in 2016.  Certain parties may also assert a statutory lien pursuant
to I.C. 26-3-7-16.8 as they were not paid by the State Agency.
These parties are listed on the Debtor's Schedule E/F and are as
follows: Gene Myers; Larry Myers; Elaine Sullivan; David Thornton;
V & M Farms; and Wolf Creek Cattle Company.

The Debtor is unaware of any other parties who may assert a
perfected lien on the cash collateral.  The Debtor believes that
Wells has a priority lien on the cash collateral over Pinnacle, the
State Agency, the parties, and any other creditor or party in
interest who may assert a lien on the cash collateral.

The Debtor has obtained consent to use the cash collateral from
Wells.  The State Agency's and the Parties' statutory lien is
significantly junior to Wells' and Pinnacle's liens which
collectively total approximately $3 million.  

The Debtor will benefit from helping pay the Marketing Fees because
the Debtor is a co-borrower of the Wells' debt which will be paid
first from the sale proceeds of New Winchester's property.
Accordingly, a sale of the elevators reduces the Wells' debt which
reduces that debt on the books of the Debtor.

A copy of the Debtor's request is available at:

           http://bankrupt.com/misc/insb17-80004-267.pdf

                     About Cline Grain, et al.

Cline Grain, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S. D. Ind. Case Nos. 17-80004) on Jan. 3,
2017.  Chapter 11 petitions were also simultaneously filed by Cline
Transport, INc. (Case No. 17-80005), New Winchester Properties, LLC
(17-80006), Michael B. Cline and Kimberly A. Cline (Case No.
17-00013) and Allen L Cline and Teresa A. Cline (Case No.
17-00014).   Allen Cline, as authorized representative, signed the
petitions.

The cases are assigned to Judge Jeffrey J. Graham.  On Jan. 10,
2017, the Court order the joint administration of all the Debtors'
cases under Case No. 17-80004.

The Debtors are represented by Jeffrey M. Hester, Esq., at Hester
Baker Krebs LLC.

At the time of the filing, the Debtors reported these assets and
liabilities:

                                           Estimated   Estimated
                                            Assets    Liabilities
                                          ----------  -----------
       Cline Grain, Inc.                   $0-$50K     $1M-$10M
       Cline Transport, Inc.               $500K-$1M   $1M-$10M
       New Winchester Properties           $10M-$50M   $1M-$10M

No official committee of unsecured creditors has been appointed in
the Chapter 11 cases.


CNG HOLDINGS: Moody's Affirms Caa3 CFR; Outlook Developing
----------------------------------------------------------
Moody's Investors Service affirmed the corporate family and senior
ratings of the following four payday and title lenders, and changed
their outlooks to developing from negative.

CNG Holdings, Inc.'s corporate family and senior secured ratings
were affirmed at Caa3; the outlook was revised to developing from
negative.

Creditcorp's corporate family and senior secured ratings were
affirmed at Caa3; the outlook was revised to developing from
negative.

Community Choice Financial Inc.'s corporate family and senior
secured ratings were affirmed at Caa3; the outlook was revised to
developing from negative.

TMX Finance, LLC's corporate family and senior secured ratings were
affirmed at Caa2; the outlook was revised to developing from
negative.

RATINGS RATIONALE

The change in the outlook on the ratings of these four lenders to
developing from negative reflects the increased uncertainty
surrounding the timing of the issuance of the CFPB final rules for
payday and title lenders and their ultimate stringency, as well as
increased refinancing and restructuring opportunities available to
these companies in the next two years. As a result, there is a
greater balance of upgrade and downgrade pressures. The negative
rating pressures continue to reflect a substantial refinancing risk
for these lenders, heightened by their potential transition to
underwriting-based lending to comply with the CFPB's proposed rules
for payday, high-cost installment, and single-payment auto title
loans, announced in June 2016. However, should the CFPB's final
rules place fewer limitations on payday and title lenders' current
activities, this would reduce the companies' transition risk, which
would be a positive credit development.

In addition, the rating affirmations reflect the following
considerations for individual companies.

CNG Holdings, Inc. ("CNG"): The affirmation of CNG's corporate
family rating and senior secured ratings at Caa3 reflects its
continuing debt refinancing risk. CNG's senior secured notes in the
amount of $331 million mature in May 2020, and its $125 million
credit facility, with the $100 million term loan outstanding,
matures in July 2019. CNG has an unsustainable capital structure,
with large amounts of debt, shareholders' equity deficit, and even
larger tangible equity deficit, representing -13% of tangible
assets at March 31, 2017. CNG's profitability has been weakened by
continuing losses in its leasing business.

Creditcorp: The affirmation of Creditcorp's corporate family and
senior secured debt ratings at Caa3 reflects the company's
remaining debt refinancing risk, with all of its secured notes in
the amount of $162 million maturing in July 2018. While Creditcorp
has stronger capitalization than its payday lending peers, with
tangible common equity representing 16% of tangible assets at March
31, 2017, it faces a significant transition risk given its heavy
reliance on payday loans. The company's substantially weakened
profitability in recent quarters reflects the transition risk and
heightens the refinancing risk.

Community Choice Financial Inc. ("CCFI"): The affirmation of CCFI's
corporate family rating and its senior secured ratings at Caa3
reflects its debt refinancing risk, with $237.3 million of its
senior notes maturing in 2019 and the remaining $12.5 million in
2020. The rating also reflects CCFI's unsustainable capital
structure with negative shareholders' equity, and tangible equity
deficit representing -58% of tangible assets at March 31, 2017. The
company also has weaker profitability than most of its peers, as
well as high leverage, weak funding profile, and still substantial
reliance on payday loans, which presents a significant transition
risk.

TMX Finance LLC ("TMX"): The affirmation of TMX's corporate family
and senior secured debt ratings at Caa2 reflects the company's
significant debt refinancing risk, with all $564 million of its
secured notes maturing in September 2018. Compared with most payday
lenders, TMX has solid capitalization with tangible common equity
representing 17% of tangible assets at March 31, 2017. TMX's
capitalization places them in a relatively better position than
payday lenders to contend with their business transition and
refinancing needs.

The ratings of CNG, Community Choice, Creditcorp, and TMX could be
upgraded if the companies successfully refinance or extend the
maturity of their obligations. The ratings could also be upgraded
if the CFPB's final rules place fewer limitations on payday and
title lenders' current activities, which would reduce the
companies' transition risk.

The ratings of CNG, Community Choice, Creditcorp, and TMX could be
downgraded if either distressed exchange or disorderly liquidation
scenarios appear to be more likely scenarios as these companies
approach their existing debt maturity dates.

The principal methodology used in these ratings was Finance
Companies published in December 2016.


CROFCHICK REALTY: Hearing on Disclosures Approval Set for July 6
----------------------------------------------------------------
The Hon. Hon. John J. Thomas of the U.S. Bankruptcy Court for the
Middle District of Pennsylvania has set for July 6, 2017, at 9:30
a.m. the hearing to consider the approval of Crofchick Realty,
LLC's third amended disclosure statement dated May 8, 2017,
referring to the Debtor's Chapter 11 plan.

Objections to the Disclosure Statement must be filed by June 12,
2017.

The Class 2 Secured claim of Luzerne County -- totaling $4,060.42
-- will be paid $100 per month starting on the Effective Date of
plan until principal, interest and costs have been paid in full.
Claims under the Plan are unimpaired.

Payments and distributions under the Plan will be funded from the
Debtor's operating income, including, but not limited to, rental
payments received from, or paid directly to creditors by, an
affiliate of the Debtor, Crofchick, Inc.

The Third Amended Disclosure Statement is available at:

          http://bankrupt.com/misc/pamb15-03724-169.pdf

As reported by the Troubled Company Reporter on March 21, 2017, a
hearing to consider the approval of the Debtor's second amended
disclosure statement dated Feb. 8, 2017, referring to the Debtor's
Chapter 11 plan, was set for April 6, 2017.  Under that plan, Class
4 General Unsecured Claims are unimpaired by the Plan.  The holders
would recover 100% in equal monthly installments over a period of
60 months commencing no greater than 30 days following the
Effective Date of the Plan.  

                      About Crofchick Realty

Crofchick Realty, LLC, was formed on Dec. 31, 2003, and has served
as a real estate holding company that owns improved real estate
that houses the business operations of its affiliate, Crofchick,
Inc., a retail and wholesale bakery in Swoyersville, Pennsylvania.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D.
Pa. Case No. 15-03724) on Aug. 30, 2015.  Tullio DeLuca, Esq.,
serves as the Debtor's bankruptcy counsel.


DAVID'S BRIDAL: Bank Debt Trades at 16% Off
-------------------------------------------
Participations in a syndicated loan under David's Bridal Inc is a
borrower traded in the secondary market at 84.13
cents-on-the-dollar during the week ended Friday, May 5, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.38 percentage points from the
previous week.  David's Bridal pays 375 basis points above LIBOR to
borrow under the $0.52 billion facility. The bank loan matures on
Oct. 11, 2019 and carries Moody's B3 rating and Standard & Poor's
CCC+ rating.  The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended May 5.


DORCH COMMUNITY: Refers Two Complaints to DHEC, PCO Report Says
---------------------------------------------------------------
Sheila Brooks, MSW, the Regional Long Term Care Ombudsman for Dorch
Community Care Center LLC, has filed a Report dated May 12, 2017,
regarding the Debtor's Bankruptcy Facility Monitoring Plan.

During the visit, the Ombudsman reported that one additional staff
has been hired. As regards the food services, the Ombudsman found
no concerns regarding the meals being provided by the Debtor.
Moreover, the PCO reported that there are no concerns pertaining to
medications, medical visits, transportation, daily ADL assistance,
and in the laundry.

The Ombudsman further reported the action of the Debtor to refer
two complaints to the Department of Health and Environmental
Control (DHEC). Moreover, the Ombudsman reported that the Debtor
responded in one complaint and found that there were no
discrepancies noted against the staff who allegedly failed to
administer a patient's medication.

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

     http://bankrupt.com/misc/scb16-04486-152.pdf

           About Dorch Community Care Center LLC

Dorch Community Care Center LLC filed a Chapter 11 petition (Bankr.
D.S.C. Case No. 16-04486) on September 2, 2016, and is represented
by J. Carolyn Stringer, Esq., at Stringer Law.

Sheila Brooks, MSW, serves as the Regional Long Term Care Ombudsman
for Dorch
Community Care Center LLC.

The Office of the U.S. Trustee on Sept. 28 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Dorch Community Care Center
LLC.

                           *     *     *

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


DOVECOTE LANE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Dovecote Lane, LLC
        226 Valley Forge Lookout Pl.
        Wayne, PA 19087

Case No.: 17-13511

Business Description: Single Asset Real Estate (as defined in 11
                      U.S.C. Section 101(51B))

Chapter 11 Petition Date: May 17, 2017

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Hon. Ashely M. Chan

Debtor's Counsel: Thomas Daniel Bielli, Esq.
                  BIELLI & KLAUDER, LLC
                  1500 Walnut Street, Suite 900
                  Philadelphia, PA 19102
                  Tel: 215-642-8271
                  Fax: 215-754-4177
                  E-mail: tbielli@bk-legal.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Joel S. Luber, manager.

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/paeb17-13511.pdf


DR. MARCEL GEGATI: Has Court Okay to Use Cash Collateral
--------------------------------------------------------
The Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida  has entered an agreed final order
granting Dr. Marcel B. Gegati, P.A., and Gegati Real Estate, LLC's
request to use cash collateral, effective nunc pro tunc to Dec. 14,
2016.
S.M.S. Financial G, LLC, will have a first propriety lien on cash
collateral of the dental practice, to wit: Dr. Marcel B. Gegati,
P.A.; and ReadyCap Lending LLC will have a first priority lien on
rents and proceeds of the Real Estate Company, to wit: Gegati Real
Estate LLC, which ReadyCap asserts as cash collateral, to the
extent reflected in that certain mortgage by and between CIT Small
Business Lending Corporation and Gegati Real Estate LLC.  All
references to cash collateral will refer to the specific cash
collateral as to each creditor.

The Debtor is authorized to use cash collateral for ordinary
expenses and necessary costs of operating and maintaining its
business in compliance with the amended budget.  The cash
collateral will not be disbursed or otherwise used by the Debtor
for the payment of any expenses not specifically included in the
budget without the prior written approval of ReadyCap and SMS or
further court order.

The Debtor will strictly account for all cash collateral received,
held and used by the Debtor in the course of operations not to
exceed 10% in the materials line item.  The Debtor will not use
cash collateral for purposes unrelated to the strict operations of
the business.
As adequate protection for use of its cash collateral, SMS is
granted (i) continuing liens and security interest under the terms
and conditions of its subject loan documents and in its collateral;
and (ii) a first priority perfected security interest in all cash
collateral (with regards to Dr. Marcel Gegati P.A.) generated after
the Petition Date.  Accordingly, as adequate protection of its
interests in the Debtor's cash collateral and the Debtor's use of
cash collateral, SMS is granted replacement first priority liens to
the same extent, validity and priority as existed on the petition
date and will have a perfected post-petition first priority lien
against cash collateral, to the same extent and validity and
priority as the pre-petition lien, and that such replacement liens
are deemed perfected without the need for further action (no filing
or executing further documents).

Furthermore, the Debtor will make monthly payments to SMS due on
the 5th day of each month in the amount of $4,000 commencing on
Feb. 5, 2017, all which will apply to interest, until the Effective
Date of a confirmed Plan, further court order, or by agreement of
the parties in writing.

The security interest and lien of SMS in the Debtor's equipment,
inventory, chattel paper, accounts receivable, general intangibles,
furniture (as well as all other assets of Marcel B. Gegati, P.A.,
including accounts, account deposits, etc.) are valid first
priority perfected first priority liens on all assets owned by the
Debtor pre or post-petition; SMS also holds a valid, first priority
perfected security interests on liens on the Debtor's pre and
post-petition equipment, inventory, chattel paper, accounts
receivable, general intangibles, furniture.

Should the replacement lien granted SMS be insufficient to
compensate SMS for use of its cash collateral, SMS will be allowed
an administrative claim.

As adequate protection for use of its cash collateral, ReadyCap is
granted (i) continuing liens and security interest under the terms
and conditions of its subject loan documents and in its collateral;
and (ii) a first priority perfected security interest in all cash
collateral generated after the petition date (with regards to
Gegati Real Estate LLC).

ReadyCap has a valid, first priority perfected security interest
and lien in the real property located at 300 NW 70th Avenue, Unit
108, Plantation, Florida 33317, with the improvements and fixtures
thereon and in any pre and post-petition rents, issues, proceeds,
and profits accruing in from the Property.  As adequate protection
of its interests in any cash collateral derived from the rents and
the Debtor's use of the cash collateral, ReadyCap is granted a
replacement first priority lien to the same extent, validity and
priority as existed on the petition date and will have a perfected
post petition first priority lien against the cash collateral
rents, to the same extent and validity and priority as the
pre-petition lien, and that replacement liens are deemed perfected
without the need for further action (no filing or executing further
documents).

The Debtor will also immediately commence paying ReadyCap the
contractual mortgage amount (principal and interest plus escrow
component) as adequate protection payment with the first payment
due on Jan. 1, 2017, and with all subsequent payments to be made to
the lender by the 1st of each month until the Effective Date of a
confirmed Plan, further court order, or by agreement of the parties
in writing.

Should the replacement lien granted to ReadyCap be insufficient to
compensate ReadyCap for the Debtor's use of any cash collateral
derived from the rents, ReadyCap will be allowed an administrative
claim.
A copy of the court order and the budget is available at:

           http://bankrupt.com/misc/flsb16-26559-72.pdf

                 About Dr. Marcel B. Gegati, P.A.
                            and
                   Gegati Real Estate, LLC

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

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

Judge Raymond B. Ray is the case judge.

Matis H. Abarbanel, Esq., and Rachamin Cohen, Esq., at Loan
Lawyers, LLC, are serving as counsel to the Debtors.

An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 cases.


EMERALD COAST: Selling Restaurant Property Through NWFL Auction
---------------------------------------------------------------
Emerald Coast Eateries, Inc., asks the U.S. Bankruptcy Court for
the Northern District of Florida to authorize the sale of assets
via auction to be conducted by Northwest Florida Auction Group,
Inc. ("NWFL Auction").

The Debtor's schedules listed among its assets restaurant
furnishing, equipment and other personal property ("Property").
The bulk of the Property is currently held in storage pods in
Milton Florida.  The Debtor has determined that it is in the best
interest of its estate and its creditors to sell the Property.  

A copy of the list of Property to be sold is available for free
at:

    http://bankrupt.com/misc/Emerald_Coast_33_Sales.pdf

Contemporaneously with the filing of the Motion, the Debtor has
filed an Application to retain NWFL Auction to sell the Property
subject to the terms and conditions set forth in the Application.
Upon approval of the Application, it intends to deliver to NWFL
Auction all of the Property so that the latter can schedule an
auction of said Property.  NWFL Auction has advised that it will be
able to conduct the auction of the Property in July 2017.  

Some of the Property to be sold at auction is subject to a valid
lien of SunSouth Capital; however, the remainder is not subject to
a lien.  SunSouth Capital has consented to the Motion, with its
lien to attach to net proceeds of the sale of any Property which is
subject to its lien.

After due reflection of the circumstances, the Debtor finds the
sale of the Property via auction proposed is economical, efficient,
and the best way to maximize the value of the Debtor's rights,
title and interests in the Property.  Accordingly, the Debtor asks
the Court to approve the sale of the Property free and clear of all
liens, claims, interests, and encumbrances, with liens, if any, to
attach to the proceeds.

The Debtor asks that NWFL Auction be authorized to conduct an
auction of the Property be immediately effective upon entry of a
written Order approving the sale and that the 14-day stay of
effectiveness of such an Order provided for in Fed. R. Bankr. P.
6004(h) be waived.

Emerald Coast Eateries, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Fla. Case No. 17-30095) on Feb. 3, 2017,
disclosing under $1 million in both assets and liabilities.  The
Debtor is represented by Natasha Z. Revell, Esq., at Zalkin
Revell,
PLLC.


ETERNAL ENTERPRISE: May Use Hartford's Cash Through May 31
----------------------------------------------------------
The Hon. Ann M. Nevins of the U.S. Bankruptcy Court for the
District of Connecticut has authorized Eternal Enterprise, Inc., to
use up to $118,872 of cash collateral of Hartford Holdings, LLC, on
an interim basis, from May 1, 2017, through May 31, 2017.

A continued hearing on use of cash collateral will be held on May
31, 2017, at 11:00 a.m.

A copy of the court order and the budget is available at:

          http://bankrupt.com/misc/ctb14-20292-1053.pdf

The Court finds that it is in the best interest of the Debtor, the
secured creditor and all creditors and parties in interest, and to
avoid harm to the Debtor, that the use by the Debtor of the secured
creditor's cash collateral be approved.

The Debtor may use cash collateral for maintaining its properties
and U.S. Trustee's statutory fees.  The use of cash collateral is
necessary to continue operations for the benefit of the estate.

In exchange for use of cash collateral by the Debtor, Hartford
Holdings is granted replacement liens in all after-acquired
property of the Debtor from the property, and that the liens will
be of equal extent and priority to that which the Astoria Federal
Mortgage Corporation enjoyed with regard to the property at the
time the Debtor filed its Chapter 11 petition.  

Hartford Holdings is authorized and is granted relief from the
automatic stay to take whatever steps are necessary under
applicable law to perfect any replacement liens granted.

The Debtor will not make any payment on any loans from insiders or
officers.
The Debtor is authorized to may make a reduced adequate protection
payment of $1,128 to Hartford Holdings.  Accordingly, the Debtor
will pay these make up payments upon receipt of payment for lost
income from the Debtor insurance policy: for the difference between
the $1,128 payment provided and the sum of $35,000 previously used
to establish adequate protection payments, Eternal Enterprises will
pay Hartford Holdings the sum of $33,872.

The Debtor will make a direct monthly payment to the City of
Hartford, the sum of $29,219, to be applied to the real estate tax
obligations for the Debtor's several properties located in the City
of Hartford (excluding 360 Laurel Street) on a pro rata basis.

In addition to the use of cash collateral provided for in the
attached budget, the Debtor is also authorized to use money from
the Debtor's insurance escrow and the mortgage escrow accounts
(collectively, the accounts established by court order to receive
the monthly insurance escrow payments of $12,000 per month) to make
payments towards insurance premiums.  The Court authorizes the
Debtor to make a payment of approximately $156,573.38 to USI
Insurance Services LLC, in accordance with the premium estimate
provided to the Debtor by USI, dated May 2, 2017.  If the actual
premium billed for the requisite insurance exceeds this amount, the
Debtor will promptly notify Hartford Holdings and the Office of the
U.S. Trustee, for consent and approval of any excess payment.  If
consent and approval is not provided, the Debtor will notify the
Court, upon which an immediate hearing will be held to consider the
approval of excess payment.

To the extent that the adequate protection ordered and provided for
herein turns out to be inadequate, Hartford Holdings will be
entitled to a superpriority administrative expense claim.

                    About Eternal Enterprise

Eternal Enterprises Inc. -- http://www.eternalenterprises.net/--  
was initially started in 1997 for the purpose of managing and
owning low income apartment buildings in Hartford, Connecticut.
Since its inception, Eternal has been a family business primarily
operated by spouses, Vera Mladen and Dusan Mladen, and their son,
Goran Mladen.

Eternal Enterprises, which owns and manages eight properties
located in Hartford, Connecticut, filed a Chapter 11 bankruptcy
petition (Bankr. D. Conn. Case No. 14-20292) on Feb. 19, 2014.
Vera Mladen, president, signed the petition.

Judge Ann M. Nevins presides over the case.  

Irene Costello, Esq., at Shipkevich, PLLC, serves as counsel to the
Debtor, while Greene Law, PC, acts as special counsel.  Lakeshore
Realty has been tapped as broker to the Debtor.  

The Debtor estimated assets at $50,000 to $100,000 and debt at $1
million to $10 million at the time of the Chapter 11 filing.

                       *     *     *

On Feb. 8, 2017, the Debtor filed a disclosure statement, which
explains its Chapter 11 plan of reorganization.  The Plan proposes
to pay general unsecured creditors in full in cash.


EVERMILK LOGISTICS: Seeks Authorization to Use IRS Cash Collateral
------------------------------------------------------------------
Evermilk Logistics LLC asks the U.S. Bankruptcy Court for the
Southern District of Indiana for interim and final authorization to
use cash collateral, against which the Internal Revenue Service may
assert a lien, in order to provide necessary support for continued
operations and to allow the Debtor to reorganize.

The IRS asserts a a lien in the property of the Debtor for taxes,
penalties and interest for unpaid withholding taxes in the years
2013-2015. The amount of the levy asserted is $604,901, however,
the Debtor believes that the the amounts that could be subject to
the levy are estimated at $106,500.

The Debtor hauls milk for local dairy farms that sell milk to Dairy
Farmers of America, and this kind of hauling is a specialty
trucking service which cannot be easily replaced by other
providers. The Debtor asserts that any interruption in the its
business would not only be harmful to the Debtor, but it would also
severely affect Debtor's customers -- any economic harm suffered by
Debtor's customers due to a failure to haul the milk could result
in damages assessed against Debtor.

The Debtor has prepared a budget indicating its ability to maintain
the average cash balance of $106,000 from the date of entry of the
Interim Cash Use Order through and including the date of entry of a
final order. The Initial Budget sets forth all projected cash
receipts, sales and cash disbursements on a weekly basis for the
time period beginning on May 15, 2017 up through and including the
week ending August 28, 2017. It also provides total operating
expenses of approximately $1,450,343 during the interim period,
which includes amounts to pay certain prepetition wages, associated
payroll taxes and insurance payments.

Pending the Court's determination of the extent, priority and
validity of the IRS liens and the Levy Amount and any requirement
of any additional adequate protection, the Debtor proposes to
maintain the estate's cash balance on a monthly average above the
Levy Amount. The Debtor asserts that this should be adequate
protection to the IRS so that it will not be harmed by Debtor's use
of cash.

A full-text copy of the Debtor's Motion, dated May 16, 2017, is
available at https://is.gd/pjPkqz

A copy of the Debtor's Budget is available at https://is.gd/uCkJzB


                     About Evermilk Logistics

Evermilk Logistics is a member managed Indiana limited liability
company wholly owned by Teunis Jan Willemsen that operates a
commercial milk hauling trucking business with its principal place
of business at 6615 W. 500 N., Frankton, Indiana 46044. The Debtor
hauls milk for local dairy farms that sell milk to Dairy Farmers of
America. The Debtor has been taking milk to the Eastern and Central
United States, and currently is picking up 20-25 tanker loads of
milk each day.  It currently employs over 60 driver and
administrative/maintenance personnel.

                      Web site: http://www.evermilklogistics.net

Evermilk Logistics LLC filed a Chapter 11 petition (Bankr. S.D.
Ind. Case No. 17-03613), on May 15, 2017. The Petition was signed
by Teunis Jan Willemsen, member. The case is assigned to Judge
Jeffrey J. Graham. The Debtor is represented by Terry E. Hall, Esq.
at Faegre Baker Daniels LLP. At the time of filing, the Debtor had
$100,000 to $500,000 in estimated assets and $1 million to $10
million in estimated liabilities.

No trustee or examiner has been appointed, and no committee has yet
been appointed or designated.


FETCH ACQUISITION: Moody's Assigns B2 CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned a first time B2 Corporate Family
Rating (CFR) and B2-PD Probability of Default Rating to Fetch
Acquisition LLC. Moody's also assigned a B1 (LGD 3) rating to the
company's proposed $262.5 million senior secured credit facilities.
The rating outlook is stable.

The proposed credit facilities consist of a $30 million first lien
secured revolver and $232.5 million first lien secured term loan.
Proceeds will be used to help finance the acquisition of PetMate
Holdings Co. Fetch is indirectly owned by private equity firm
Olympus Partners.

Ratings Assigned:

- Corporate Family Rating at B2

- Probability of Default Rating at B2-PD

- $30 million senior secured revolver due 2022 at B1 (LGD 3)

- $232.5 million senior secured term loan due 2024 at B1 (LGD 3)

The rating outlook is stable.

RATING RATIONALE

Fetch's B2 Corporate Family Rating reflects its small scale and
aggressive financial policy which are partially offset by solid
growth prospects for the niche market in which it operates and good
relationships with key retail partners. Its small scale heightens
operational risk because the company is reliant on one
manufacturing facility. The company benefits from domestic
manufacturing and vertical integration which gives it a competitive
cost advantage, but it is somewhat exposed to potential spikes in
commodity costs, including resins, which are difficult to hedge. In
addition, while Fetch holds good market shares in some of its sub
segments, the fragmented pet products market is subject to
significant competition from new entrants, larger players and
private label. Fetch's financial policy is aggressive with pro
forma debt/EBITDA at 6.4x and a proposed $45 million sponsor note
(maturing in 2025) that pays 12% interest, with a PIK component
that varies based on a leverage ratio. Moody's rating reflects the
expectation that leverage will decrease to the mid 5x range over
the next 18 months, and that the company will refrain from
distributing cash to the sponsor until leverage is significantly
reduced.

The revolver and term loan are rated B1, one notch higher than the
B2 Corporate Family Rating. This reflects Moody's expectation of a
higher recovery on these secured obligations compared to the
recovery on a meaningful amount of lower priority obligations.

The stable ratings outlook incorporates Moody's expectation that
high starting financial leverage will slowly decrease, sales will
grow along with the industry, and liquidity will be sound, with
free cash flow remaining positive.

Ratings could be downgraded if industry conditions weaken,
operational performance deteriorates, or if Moody's expects
debt/EBITDA to remain above 6.0x. Large debt financed acquisitions
or equity distributions could also result in a downgrade.

Ratings could be upgraded if there is a substantial improvement in
the company's credit profile including a meaningful increase in
scale and diversity and demonstration of a conservative financial
policy. In addition, debt/EBITDA would need to be sustained below
5.0x.

Fetch Acquisition LLC will become the owner of Petmate Holdings
upon close of the acquisition. Petmate produces and sells various
durable pet products in the United States including carriers,
shelters, feeding & watering products, cat waste management
products, toys, and more. Fetch is indirectly owned by private
equity firm Olympus Partners. Revenue for the 12 months ended March
31, 2017 was $260 million.

The principal methodology used in these ratings was Consumer
Durables Industry published in April 2017.


FETCH HOLDCO: S&P Assigns 'B' CCR; Outlook Stable
-------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to
Arlington, Tx.-based Fetch Holdco LLC.  The outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating to the
company's senior secured revolving credit facility due 2022 and
senior secured first-lien term loan due 2024.  The recovery rating
on the senior secured debt is '3', indicating S&P's expectation for
meaningful recovery (50%-70%, 65% rounded estimate) in the event of
a default.

S&P's ratings assume the transaction closes on substantially the
terms presented to S&P.  Pro forma debt outstanding at transaction
close is about $285 million.  For analytical purposes, S&P views
Fetch Holdco LLC, its subsidiary, Fetch Acquisition LLC, and all
operating subsidiaries to be one economic entity, and hereinafter
known as Petmate.

"Our ratings reflect Petmate's small scale and narrow business
focus in the pet supply industry, which is susceptible to intense
private label competition and shifts in consumer purchasing
behavior towards ecommerce, which we think will continue," said S&P
Global Ratings credit analyst Brennan Clark.  Moreover, the company
is susceptible to the purchasing decisions of its largest retail
customers--which include several large national pet superstores,
e-commerce, and mass merchants--since they constitute a meaningful
portion of sales.  It also incorporates new ownership under
financial sponsor Olympus Partners, who S&P expects will dictate
aggressive financial policies that will result in weak credit
metrics over the next several years, including debt to EBITDA
sustained well over 6x.  Pro forma for the transaction, S&P
estimates debt to EBITDA of about 6.5x.

The stable outlook reflects S&P's expectation for modest revenue
growth and steady free cash flow generation as Petmate maintains
good relations with top retailers in established pet distribution
channels and benefits from growth opportunities in the ecommerce
channel.  S&P critically assumes that the company does not lose
meaningful branded or private label business to direct sourcing
competition.  S&P forecasts debt to EBITDA will improve modestly
from the mid-6x area to the low-6x area over the next couple of
years.

S&P could lower its ratings on Petmate if operating performance
deteriorates, potentially due to the loss of one or several large
customers, an increase in direct sourcing from retailers combined
with greater consumer acceptance of private label products, or
rising input costs that the company is unable to pass on to
customers, resulting in leverage increasing and sustained above
7x.

Due to the company's financial sponsor ownership and relatively
weak credit ratios, a higher rating is unlikely over the next 12
months.  However, an upgrade could occur in the future if the
company is able to strengthen and diversify the product portfolio
and reduce susceptibility to private label competition through a
combination of organic growth and sustaining adjusted debt to
EBITDA below 5x.  A higher rating would also be predicated on S&P's
view that a re-leveraging event is highly unlikely.  This would
most likely require a clear path to the financial sponsor exit.


FIRST NBC BANK: Taps Steffes Vingiello as Legal Counsel
-------------------------------------------------------
First NBC Bank Holding Company seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Louisiana to hire
legal counsel.

The Debtor proposes to hire Steffes, Vingiello & McKenzie, LLC to
give legal advice regarding its duties under the Bankruptcy Code,
and provide other legal services related to its Chapter 11 case.

The hourly rates charged by the firm are:

     William Steffes           $425
     Arthur Vingiello          $400
     Gary McKenzie             $400
     Michael Piper             $400
     Patrick Garrity           $400
     Noel Steffes Melancon     $350
     Barbara Parsons           $350
     Paralegal                  $90
     Law Clerks                 $90

On May 11, Steffes received a retainer of $30,000 from a principal
of the Debtor for post-petition services and work-related expenses
expected to be incurred by the firm.

William E. Steffes, Esq., disclosed in a court filing that he does
not represent any interest adverse to the Debtor or its bankruptcy
estate.

The firm can be reached through:

     William E. Steffes, Esq.
     Steffes, Vingiello & McKenzie, LLC
     13702 Coursey Boulevard, Building 3
     Baton Rouge, LA 70817
     Tel: (225) 751-1751
     Fax: (225) 751-1998
     Email: bsteffes@steffeslaw.com

                  About First NBC Bank Holding

First NBC Bank Holding Company -- www.firstnbcbank.com -- is a bank
holding company, headquartered in New Orleans, Louisiana, which
offers a broad range of financial services through its wholly-owned
banking subsidiary, First NBC Bank, a Louisiana state non-member
bank.  

First NBC Bank's primary market is the New Orleans metropolitan
area and the Florida panhandle.  It serves its customers from its
main office located in the Central Business District of New
Orleans, 38 full service branch offices located throughout its
market and a loan production office in Gulfport, Mississippi.

First NBC Bank sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. La. Case No. 17-11213) on May 11, 2017.  The
petition was signed by Lawrence Blake Jones, chief restructuring
officer.  The case is assigned to Judge Elizabeth W. Magner.

The bankruptcy filing follows the appointment of the Federal
Deposit Insurance Corporation as receiver of First NBC Bank, the
Debtor's wholly owned subsidiary and principal asset, on April 28,
2017, for which the Debtor has previously announced that it does
not expect any recovery.

The Debtor disclosed $6 million in assets and $65 million in
liabilities as of May 10, 2017.


FRESH MARKET: S&P Lowers CCR to 'B-' on Weak Performance
--------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on The Fresh
Market to 'B-' from 'B'.  The outlook is negative.

Concurrently, S&P lowered the issue-level rating on the company's
senior secured revolving credit facility to 'B+' from 'BB-'.  The
'1' recovery rating, indicating S&P's expectation for very high
(90%-100%; rounded estimate: 95%) recovery in the event of default.
S&P also lowered the issue-level rating on the company's senior
notes to 'B-' from 'B'.  The recovery rating remains '3' reflecting
S&P's expectations for meaningful (50%-70%; rounded estimate: 55%)
recovery in the event of default.

"The downgrade reflects the company's poor operating results and
our expectation that performance will remain pressured as
management works to implement its turnaround plan to improve the
customer experience amid a challenging competitive environment this
year," said credit analyst Declan Gargan.  "We now expect adjusted
debt to EBITDA to exceed 7x through 2017 and 2018 as store resets
have been pushed into 2018, likely delaying sales and earnings
stabilization."

The negative outlook reflects S&P's view that operating results
will remain pressured throughout fiscal 2017 as the company
contends with weak traffic trends amid an intense competitive
environment.  In addition, the company faces execution risk as
management works to implement its strategic initiatives in
approximately a third of stores later this year.

S&P could lower the ratings if The Fresh Market's operating results
continue to deteriorate, causing credit metrics to erode and
leading to sustained negative free cash flow, at which time S&P
would view the company's capital structure as unsustainable. This
could occur if the company experiences executional issues
implementing its turnaround plan or if competition intensifies.

S&P could revise the outlook to stable if the company is able to
strengthen its value proposition among customers leading to a
rebound in traffic and sustained positive comparable store sales
growth.  The company would also need to achieve at least break-even
free cash flow generation.  Although an upgrade over the next year
is unlikely, a positive rating action could be taken if the company
can restore top-line growth on a sustained basis and stabilize
margins, causing adjusted EBITDA to grow approximately 20% above
our forecast, resulting in leverage approaching the 6x range, with
no debt-funded dividends to sponsors.


FULLBEAUTY BRANDS: Moody's Cuts Corporate Family Rating to B3
-------------------------------------------------------------
Moody's Investors Service downgraded FULLBEAUTY Brands Holdings
Corp.'s Corporate Family Rating ("CFR") to B3 from B2 and
Probability of Default Rating to B3-PD from B2-PD. The rating on
the company's $820 million first lien term loan was downgraded to
B2 from B1 and the rating on the $345 million second lien term loan
was downgraded to Caa2 from Caa1. The outlook was changed to
negative.

"The downgrade and negative outlook reflect Moody's expectation
that FULLBEAUTY's revenue and EBITDA declines will continue over
the next 12-18 months and will sustain credit metrics materially
worse than that of a B2 rating," said Moody's Analyst Dan Altieri.

FULLBEAUTY's operating performance over the LTM period has been
negatively impacted by weakness in its apparel business stemming
from fashion misses and higher price points on certain product
offerings. The Brylane Home segment also experienced declines due
to a brand repositioning. As a result, revenue for the LTM period
ended April 1, 2017 declined in the mid-single digit range, with
Moody's adjusted EBITDA down by almost 20%. Moody's estimates lease
adjusted leverage for the LTM period is approaching the 8 times
range with interest coverage (EBIT/Interest Expense) in the low 1
times range.

Moody's took the following rating actions:

Issuer: FULLBEAUTY Brands Holdings Corp.

Corporate Family Rating, Downgraded to B3 from B2

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

$820 million First Lien Term Loan due 2022, Downgraded to B2,
LGD-3 from B1, LGD-3

$345 million Second Lien Term Loan due 2023, Downgraded to Caa2,
LGD-5 from Caa1, LGD-5

Outlook, Changed to Negative

RATINGS RATIONALE

FULLBEAUTY's B3 CFR is supported by its modest interest coverage in
the low 1 times range and adequate liquidity profile including a
lack of near dated debt maturities in the capital structure.
However, the company's lease adjusted leverage is high at nearly 8
times and is more indicative of a Caa rating. FULLBEAUTY's rating
is also constrained by its niche focus on the direct-to-consumer
plus size apparel market and modest revenue scale. The rating is
supported by the company's favorable demographic trends of
overweight and obese people in the U.S., and the breadth and mix of
product offerings relative to many competitors. Moody's also views
favorably the company's modest capital investment requirements as a
direct-to-consumer online and catalog retailer.

The B2 rating assigned to FULLBEAUTY's $820 million first lien term
loan is one notch higher than the company's CFR and reflects its
senior position in the capital structure relative to the $345
million second lien term loan (rated Caa2) and other junior claims
including trade payables, leases and pension obligations. The first
lien term loan is secured by a first priority lien on the equity of
the borrower and subsidiary guarantors, as well as substantially
all tangible and intangible personal property and fee-owned real
property above an agreed upon threshold. The first lien term loan
has a second lien on the ABL priority collateral which includes
accounts receivable, inventory, and cash (as well as tangible and
intangible personal property up to an agreed upon threshold). The
second lien is secured by a second priority lien on the first lien
term loan collateral and a third lien on the ABL collateral.

The negative outlook reflects Moody's expectation that the company
will continue to face operational challenges as it works to refocus
its product offering in a highly promotional and competitive retail
environment. As a result, the rating agency expects credit metrics
will remain weak over the next 12-24 months which increases the
likelihood of further negative rating actions. A change in the
outlook back to stable would require a reversal of recent operating
trends including revenue and EBITDA growth, while also maintaining
EBIT/Interest Expense sustained above 1.0 time, leverage sustained
below 8 times, and positive free cash flow generation.

Ratings could be downgraded if ongoing revenue and earnings
declines continue, or if weak operating performance or aggressive
financial policies result in EBIT/Interest Expense below 1.0 time
or a deterioration in the company's liquidity profile.

Ratings could be upgraded if the company were to stabilize and
improve revenue and EBITDA resulting in debt/EBITDA maintained
below 6.5 times or EBIT/interest above 1.5 times. An upgrade would
also require a good liquidity profile including positive free cash
flow generation.

The principal methodology used in these ratings was Retail Industry
published in October 2015.

Headquartered in New York, NY, FULLBEAUTY Brands Holdings Corp. is
a retailer that specializes in selling plus size apparel nationally
through its direct-to-consumer print media and e-commerce websites.
The company operates 7 unique lifestyle brands through its branded
websites and print media, including Woman Within, Roaman's, Jessica
London, Swimsuitsforall, King Size, ellos, and BrylaneHome, as well
as an online marketplace, fullbeauty.com. Revenue for the LTM
period ending April 1, 2017 was approximately $943 million.


GATEWAY MEDICAL: Wants to Use Cash Collateral on Interim Basis
--------------------------------------------------------------
Gateway Medical Center, LLC and Gateway Medical Center II, LLC, ask
the U.S. Bankruptcy Court for the Western District of Washington
for authorization to use the cash collateral of Opus Bank and Maxim
Commercial Capital, LLC on an interim basis.

Each of the Debtor's proposed budget for the period beginning May
4, 2017 through June 30, 2017 reflects total operating expenses of
approximately $43,245 for Gateway Medical Center LLC and $48,643
for Gateway Medical Center II LLC.

The Debtors have significant equity in the Buildings located at
2501 and 2621 NE 134th St., Vancouver, Washington, over and above
the debts secured by them owed to Opus Bank and Maxim Commercial.
Unfortunately, the Buildings were the subject of a non-judicial
foreclosure, which forced the Debtors to file these chapter 11
proceedings, anticipating to sell the Buildings through 11 USC 363
or a chapter 11 plan which pay creditors and interest holders a
substantial return on their debts/interests that will benefit all
involved parties.

The Debtor needs to use Opus Bank's and Maxim Commercial Capital's
cash collateral to assure the continued operation of its business
because without the use of cash collateral, the Debtors will be
unable to (a) meet its current working capital needs, (b) retain
the services necessary to conduct its business, (c) purchase
sufficient goods and services needed for operations, (d) pay
utilities, (e) meet tenant obligations, (f) attract potential
tenants and retain current tenants, and (g) engage in efforts to
list and market the Building for sale.

Opus Bank asserts that it holds a security interest and lien, and
Maxim Commercial Capital asserts that it holds a second priority
security interest and lien, in Debtors' assets, including, but not
limited to, the Debtors' real property, rents, accounts receivable,
cash, goods, equipment, fixtures, general intangibles, instruments,
chattel paper, and certain intellectual property, and all products,
proceeds, rents and profits of these assets.

Accordingly, the Debtors propose to give Opus Bank and Maxim
Commercial Capital a replacement security interest in and lien upon
all of Debtors' post-petition assets that are of the same category,
type, kind, character and description as were subject to Opus
Bank's and Maxim Commercial Capital's perfected and valid security
interests in existence on the Petition Date with the same relative
priority as any valid and unavoidable lien held by Opus Bank and
Maxim Commercial Capital as of the Petition Date.

A hearing on the Debtors' Motion to use cash collateral will be
held on May 26, 2017 10:30 a.m.

A full-text copy of the Gateway's Motion, dated May 16, 2017, is
available at https://is.gd/G0SSzB

A full-text copy of the Gateway II's Motion, dated May 16, 2017, is
available at https://is.gd/bimmW4

                   About Gateway Medical

Gateway is a Washington limited liability company formed on May 28,
2004. Gateway Medical Center, LLC owns a medical office building
located at 2501 NE 134th St., Vancouver, Washington. It is adjacent
to a medical office building owned by affiliate Gateway Medical
Center II, LLC located at 2621 NE 134th St., Vancouver, Washington.


Gateway Medical Center, LLC and Gateway Medical Center II, LLC
filed separate Chapter 11 petitions (Bankr. W.D. Wash. Case Nos.
17-41779 and 17-41780, respectively), on May 4, 2017. At the time
of filing, Gateway Medical Center had $1 million to $10 million in
estimated assets and Gateway Medical Center II had $10 million to
$50 million in estimated assets. Both Debtors have liabilities
estimated to be between $1 million to $10 million.

Gateway and Gateway II are seeking to administratively consolidate
their chapter 11 bankruptcy proceedings.

The petitions were signed by Daniel J. Boverman, manager. The cases
are assigned to Judge Brian D Lynch. The Debtor is represented by
Tara J. Schleicher, Esq. at Farleigh Wada Witt.

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


GLOBAL ASSET: Seeks Authorization to Use Cash Collateral
--------------------------------------------------------
Global Asset Solutions, Inc., seeks authorization from the U.S.
Bankruptcy Court for the Middle District of Florida to use cash,
accounts receivable and other income derived from the Debtor's
operations to fund its operating expenses and costs of
administration for the duration of its Chapter 11 case.

The Debtor asserts that it must have access to and authorization to
use cash collateral in the amounts and for the purposes set forth
in the budget, necessary to avoid immediate and irreparable harm to
the Debtor's estate. The Debtor intends to use cash collateral in
accordance with the Budget for payment of necessary
owner/operators, employees, supplies, and ordinary business
expenses related to its operations.

The proposed 2017 Budget provides per unit annual year-to-date
expenses on its properties as follows:

     (a) Property Address: 3215 Sydney Dover Rd., Dover, FL 33527
          Unit #           1
          Expense Totals:  $8,803

     (b) Property Address: 3215 Sydney Dover Rd., Dover, FL 33527
          Unit #           2
          Expense Totals:  $14,342

     (c) Property Address: 3215 Sydney Dover Rd., Dover, FL 33527
          Unit #           3
          Expense Totals:  $8,155

     (d) Property Address: 3249 Sydney Dover Rd., Dover, FL 33527
          Unit #           1
          Expense Totals:  $5,095

     (e) Property Address: 3249 Sydney Dover Rd., Dover, FL 33527
          Unit #           2
          Expense Totals:  $4,795

The Debtor believes that any cash collateral generated by the
Debtor may constitute the cash collateral of Gary A. Craig,
Individually, and as Trustee of the Gary A. Craig Revocable Trust
Agreement.  Gary A. Craig holds a claim in the amount of $524,351
secured by the Debtor's real property located at 3215 and 3249
Sydney Dove Road, Dover, Florida.

As adequate protection for the use of cash collateral, the Debtor
offers the following:

     (a) Mr. Craig will have a post-petition lien on the collateral
to the same extent, validity and priority as existed pre-petition;

     (b) The Debtor will escrow 1/12th the value of its 2016 ad
valorem taxes each month for payment of the 2017 ad valorem taxes;

     (c) The Debtor will maintain proper insurance on the
collateral;

     (d) Mr. Craig will have the right to inspect the collateral;
and

     (e) The Debtor will provide Mr. Craig with copies of monthly
financial documents generated in the ordinary course of business
and other information as the reasonably requested by Mr. Craig.

A full-text copy of the Debtor's Motion, dated May 16, 2017, is
available at https://is.gd/5EMGVc

A copy of the Debtor's Budget is available at https://is.gd/vOIZ5r

                  About Global Asset Solutions

Global Asset Solutions, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-02970) on April
7, 2017.  The petition was signed by Chad Sands, president. At the
time of the filing, the Debtor estimated its assets and liabilities
at $1 million to $10 million.

The Debtor is represented by Buddy D Ford, Esq. and Jonathan A
Semach, Esq. at Buddy D. Ford, P.A.


GOVERNMENT DEV'T: Davis Polk Advises Bondholders in Restructuring
-----------------------------------------------------------------
Davis Polk is advising an ad hoc group of bondholders who hold
approximately $1.1 billion of bonds issued by the Government
Development Bank of Puerto Rico ("GDB") in a restructuring of
approximately $7.6 billion of GDB's liabilities, including $3.7
billion of GDB bonds.  On May 15, 2017, Puerto Rico's Governor
Ricardo Rossello announced that the Fiscal Agency and Financial
Advisory Authority ("AAFAF", for its Spanish acronym) and GDB had
entered into a restructuring support agreement ("RSA") with certain
GDB bondholders holding a substantial portion of GDB's bond debt,
including the ad hoc group, a group of more than 40 local credit
cooperativas, and local bondholders represented by Bonistas del
Patio.

Under the RSA, the agreed terms of the restructuring of GDB will be
consummated pursuant to a consensual modification for GDB under the
recently enacted Title VI of The Puerto Rico Oversight, Management,
and Economic Stability Act ("PROMESA").  The terms of the
restructuring provide for the exchange of financial creditors'
claims against GDB for one of three tranches of new bonds, at each
creditors' election, issued by a new municipal entity.  The
tranches of new bonds will have varying face amounts, collateral
priority and coupon payments.

GDB is a public corporation and government instrumentality of the
Commonwealth of Puerto Rico, which has acted as financial adviser
to and fiscal agent for the Commonwealth and its instrumentalities,
public corporations and municipalities.  GDB has also provided
interim and long-term financing to the Commonwealth and its
instrumentalities, public corporations and municipalities, and to
private parties for economic development.

The Davis Polk insolvency and restructuring team includes partners
Donald S. Bernstein and Brian M. Resnick and associates Angela M.
Libby and Jordan Weber.  The litigation team includes partner
Benjamin S. Kaminetzky and associate Marc J. Tobak.  The capital
markets team includes partner Nicholas A. Kronfeld.  Partner
Lawrence E. Wieman is providing credit advice.  Partner Lucy W.
Farr and counsel Leslie J. Altus are providing tax advice.  All
members of the Davis Polk team are based in the New York office.

Davis Polk & Wardwell LLP is a New York limited liability
partnership, and its associated entities.


GP INVESTMENTS: Fitch Affirms and Withdraws B+ Long-Term IDR
------------------------------------------------------------
Fitch Ratings has affirmed and withdrawn its ratings for GP
Investments Ltd. (GP)

KEY RATING DRIVERS

Fitch is withdrawing GP's ratings as GP has chosen to stop
participating in the rating process. Fitch will no longer have
sufficient information to maintain the ratings and, accordingly,
will no longer provide ratings or analytical coverage for GP.

RATING SENSITIVITIES

Rating sensitivities are not applicable as the ratings have been
withdrawn.

Fitch has affirmed and withdrawn the following ratings:

GP Investments Ltd.:

-- Long-Term Foreign Currency IDR at 'B+'; Outlook Positive;
-- Senior unsecured bonds at 'B+/RR4'.


GREEN PLAINS: S&P Affirms 'B' ICR & Revises Outlook to Stable
-------------------------------------------------------------
S&P Global Ratings said it revised its outlook on Green Plains Inc.
to stable from negative.  S&P also affirmed its 'B' issuer credit
rating on the company.  The 'BB-' issue-level rating on the
company's senior secured debt is unchanged.  The '1' recovery
rating on the debt is unchanged, reflecting S&P's expectation of
very high (90%-100%; rounded estimate: 95%) recovery in the event
of default.

"The stable outlook reflects our expectation that while crush
spreads are lower than they have been in some recent years, the
issuer is somewhat insulated based on significant liquidity," said
S&P Global Ratings credit analyst Michael Ferguson.  "We expect
debt to EBITDA of just under 5x on an adjusted basis during the
next 12 months."

S&P would likely lower the rating if the company were to face
adjusted debt to leverage exceeding 5.5x consistently under S&P's
forecast or if liquidity were to diminish substantially such that
the issuer would be more exposed to sharp swings in commodity
prices.

While not likely in the near term, S&P could take a positive rating
action if crush spreads improved such that debt to EBITDA were to
drop beneath 4.5x consistently in its forecast.


GREENVILLE DOUGH: Wants to Use AccessBank's Cash Collateral
-----------------------------------------------------------
Greenville Dough, LLC, et al., ask the U.S. Bankruptcy Court for
the Northern District of Texas for authorization to use the cash
collateral of AccessBank Texas.

AccessBank asserts that it is secured by a first priority lien on
and security interest in substantially all of the Debtors' personal
property.

The Debtors propose to provide adequate protection to AccessBank
for any diminution of the interest of the secured lender in the
prepetition collateral.  The Debtors tender to AccessBank
additional and replacement security intersts and liens.  The
Debtors say that AccessBank is also adequately protected as a
result of the continued business operations.  

The Debtors tell the Court that without the use of cash collateral,
the Debtors will have no ability to operate the business.  The
Debtors will not be able to pay its vendors and its vendors will
likely cease to provide goods and services to the Debtors on
credit.  The Debtors will not be able to fund its payroll.  The
Debtors will not be able to pay professionals necessary for the
successful reorganization of its business.  The Debtors will not be
able to service the needs of its customers.  All of these outcomes
will cause immediate and irreparable harm to the Debtors'
bankruptcy estates.

As of the Petition Date, the Debtors lack sufficient unencumbered
cash to fund the business operation.

A copy of the Debtors' request and the budget is available at:

            http://bankrupt.com/misc/txnb17-31858-6.pdf
               
                      About Greenville Dough

Dallas, Texas based Greenville Dough, LLC dba Mellow Mushroom
(Bankr. N.D. Tex. Case No. 17-31858) and affiliates McKinney,
Texas-based Melkinney, LLC dba Mellow Mushroom (Bankr. N.D. Tex.
Case No. 17-31859) and Frisco, Texas-based Quality Franchise
Restaurants, LLC dba Mellow Mushroom (Bankr. N.D. Tex. Case No.
17-31860) filed for Chapter 11 bankruptcy protection on  May 5,
2017.

The Debtors own and operate Mellow Mushroom franchise restaurants.

Judge Barbara J. Houser presides over the case

Robert Thomas DeMarco, Esq., at DeMarco-Mitchell, PLLC, serves as
the Debtors' bankruptcy counsel.

Greenville Dough and Quality Franchise each estimated their assets
at between $100,000, and $500,000 and their liabilities at between
$1 million and $10 million.

Melkinney, LLC, estimated its assets at between $500,000 and $1
million and its liabilities at between $1 million and $10 million.

The petitions were signed by Monte Jensen, managing member,
Greenville Dough.


GULFMARK OFFSHORE: Commences Ch. 11 Bankruptcy Case in Delaware
---------------------------------------------------------------
GulfMark Offshore, Inc. on May 17, 2017, disclosed that it has
commenced a chapter 11 case in the United States Bankruptcy Court
for the District of Delaware.  The bankruptcy filing is the next
step in GulfMark's restructuring efforts launched by the previously
announced Restructuring Support Agreement ("RSA") dated May 15,
2017.  Information related to the RSA was filed on Form 8-K on May
16, 2017.

The chapter 11 filing does not include any of GulfMark's operating
subsidiaries.  Contracts and relationships between GulfMark's
operating subsidiaries and their customers, vendors, and employees,
are unaffected by the bankruptcy filing.

GulfMark has filed a series of motions with the Bankruptcy Court
requesting authority, among other things, to enter into a $35
million interim financing facility.  Subject to Bankruptcy Court
approval, the financing is expected to be sufficient to support
GulfMark's operations during the restructuring process.

                    About Gulfmark Offshore

GulfMark Offshore, Inc., a Delaware corporation, was incorporated
in 1996.  The Company provides offshore marine support and
transportation services primarily to companies involved in the
offshore exploration and production of oil and natural gas.  The
Company's vessels transport materials, supplies and personnel to
offshore facilities, and also move and position drilling and
production facilities.  The majority of the Company's operations
are conducted in the North Sea, offshore Southeast Asia and
offshore the Americas.  The Company currently operates a fleet of
73 owned or managed offshore supply vessels, or OSVs, in the
following regions: 30 vessels in the North Sea, 13 vessels offshore
Southeast Asia, and 30 vessels offshore the Americas.  The
Company's fleet is one of the world's youngest, largest and most
geographically balanced, high specification OSV fleets.  The
Company's owned vessels have an average age of approximately nine
years.

GulfMark incurred a net loss of $202.97 million in 2016 following a
net loss of $215.23 million in 2015.  The Company's balance sheet
at Dec. 31, 2016, showed $1.05 billion in total assets, $604.3
million in total liabilities and $449.6 million in total
stockholders' equity.

KPMG LLP, in Houston, Texas, issued a "going concern" qualification
in its report on the consolidated financial statements for the year
ended Dec. 31, 2016, noting that the Company expects to be in
violation of certain of their financial covenants which will result
in the Company's debt becoming subject to acceleration, which raise
substantial doubt about its ability to continue as a going
concern.

                       *     *     *

In March 2017, S&P Global Ratings lowered its corporate credit
rating on U.S.-based offshore service provider GulfMark Offshore to
'D' from 'CCC-'.  "Gulfmark has entered into a 30-day-grace period
to make the March 15 interest payment on its 6.375% senior
unsecured notes due 2022," said S&P Global Ratings credit analyst
Kevin Kwok.  "The 'D' corporate credit and issue-level ratings
reflect our expectation that company will not make the interest
payment within the 30-day-grace period, and will instead seek a
debt restructuring," he added.

In March 2017, Moody's Investors Service downgraded GulfMark's
Corporate Family Rating (CFR) to 'Ca' from 'Caa3', Probability of
Default Rating (PDR) to 'Ca-PD' from 'Caa3-PD', and senior
unsecured notes to 'C' from 'Ca.


GV HOSPITAL: U.S. Trustee Forms 4-Member Committee
--------------------------------------------------
The Office of the U.S. Trustee on May 17 appointed four creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 cases of GV Hospital Management, LLC, and its
affiliates.

The committee members are:

     (1) AB Staffing Solutions, LLC
         Attn: Evan Burks
         3451 S. Mercy Road, Suite 102
         Gilbert, AZ 85297
         Phone: 480-503-8910
         Email: JHulsizer@ABStaffing.com

     (2) David M. Joseph MD
         3390 N, Campbell, Suite 110
         Tucson AZ 85719
         Phone: 520-241-1882
         Fax: 888-723-2341
         Email: dmjosephmd@gmail.com

     (3) Empire Southwest, LLC
         Attn: Stacey Kelly and John Helms
         1725 South Country Club Drive
         Mesa AZ 85210
         Phone: 480-633-4000
         Email: Stacy.Kelly@empire-cat.com
         Email: John.Helms@empire-cat.com

     (4) Padmon, LLC
         P.O. Box 4546
         Tubac, AZ 85646
         Phone: 520-612-8826
         Email: luna_ivette@yahoo.com

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

                 About GV Hospital Management

Green Valley Hospital -- http://www.greenvalleyhospital.com/-- is
a licensed and general acute care hospital open 24 hours a day,
seven days a week.  It cost more than $75 million to construct and
equip, and opened in May of 2015.  The hospital is a 49-bed general
acute care hospital with a 12-bed emergency department. The
hospital currently has 337 employees, and has credentialed over 232
physicians on its medical staff.

GV Hospital Management, LLC d/b/a Green Valley Hospital, and its
affiliates Green Valley Hospital, LLC d/b/a Green Valley Hospital
and GV II Holdings, LLC, filed Chapter 11 petitions (Bankr. D.
Ariz. Case Nos. 17-03351, 17-03353 and 17-03354, respectively) on
April 3, 2017.  Grant Lyon, chairman of the Board, signed the
petitions.  The cases are jointly administered.

GV Hospital Management estimated $50 million to $100 million in
assets and liabilities.  Green Valley Hospital estimated $1 million
to $10 million in assets and up to $100 million in liabilities.  GV
II Holdings estimated under $1 million in assets and $50 million to
$100 million in liabilities.

The cases are assigned to Judge Scott H. Gan.  

The Debtors are represented by S. Cary Forrester, Esq., and John R.
Worth, Esq., at Forrester & Worth, as bankruptcy counsel.


HARTLAND MMI: Creditor Seeks Chapter 11 Trustee Appointment
-----------------------------------------------------------
Robert W. Lueck, the Creditor of Hartland MMI, LLC, asks the U.S.
Bankruptcy Court for the District of Nevada to enter an order
appointing an independent Chapter 11 Trustee to manage the business
affairs of the Debtor.

According to the Motion, there are material conflicts between the
Debtor and the estate because of the self-serving claims of Garry
Hart, the Debtor in Possession, to a security interest for an
invalid mechanics lien which never went to judgment as well as
inserting personal creditors into the estate as secured creditors
in the absence of any factual or legal basis to do so.

The Motion further provides that Mr. Hart has used the Hartland
Mansion for his own business purposes and generated an income for
himself though the property belongs to the LLC and the probate
estate is the legal member of the LLC.

Moreover, the Motion states that Mr. Hart has apparently not been
paying the real property taxes owing on the parcels. As a
consequence, tax liens have been filed against the two parcels and
the County has apparently issued a tax certificate for the failure
to pay taxes.

The Creditor can be reached at:

     Robert W. Lueck, Esq.
     719 South, 6th Street
     Las Vegas, NV 89101
     Tel.:(702) 385-7385
     Fax: (702) 385-3225
     Email: luecklawcenter@yahoo.com

               About Hartland MMI

Hartland MMI, LLC, is in the special events business.  It rents out
its facilities located at 1044 South 6th St. and 525 Park Paseo,
Las Vegas, Nevada, for special events such as weddings, high school
proms and so on.  

Hartland MMI, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Nev. Case No. 17-10549) on Feb. 8, 2017.
The petition was signed by Garry Hart, manager.  

At the time of the filing, the Debtor disclosed $3.65 million in
assets and $2.02 million in liabilities.

The case is assigned to Judge Mike K. Nakagawa.


HAVEN REAL ESTATE: Seeks to Hire Alperin Nebbia as Accountants
--------------------------------------------------------------
Haven Real Estate Focus Fund LP seeks authority from the US
Bankruptcy Court for the Northern District of Illinois, Eastern
Division, to employ Jeffrey M. Seligmuller and Alperin, Nebbia &
Associates as accountants.

Jeffrey M. Seligmuller and Alperin, Nebbia & Associates will
prepare financial statements and tax returns on the Debtor's
behalf.

Jeffrey M. Seligmuller and Alperin, Nebbia & Associates will
undertake this representation at their standard hourly rates. The
individual presently designated to represent the Debtor and the
firm charges a one-time fee of not more than $3,500 for preparation
of annual tax returns.

Jeffrey M. Seligmuller, accountant at Alperin, Nebbia & Associates,
attests that the accountants and the Firm are disinterested persons
within the meaning of 11 U.S.C. Sec. 101(14).

The Firm can be reached through:

     Jeffrey M. Seligmuller
     ALPERIN NEBBIA & ASSOCIATES CPA PA
     375 Passaic Avenue, Suite 200
     Fairfield, NJ 07004
     Phone: 973-808-8801
     Fax: 973-808-8804
     Email: jeffs@alpscpa.com

                        About Haven Real Estate

Haven Real Estate Focus Fund LP sought protection under Chapter 11
of the Bankruptcy Code (Bankr. N. D. Ill. Case No. 16-35511) on
Nov. 7, 2016.  The petition was signed by Albert Adriani, manager.

The case is assigned to Judge Pamela S. Hollis.  The Debtor hired
Springer Brown, LLC, as legal counsel.

At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of $1 million to $10 million.


HC GROUP: S&P Lowers CCR to 'B-' on Weakened Cash Flow Prospects
----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
Deerfield, Ill.-based HC Group Holdings III Inc. to 'B-' from 'B'
and removed the rating from CreditWatch, where it was placed with
negative implications on Dec. 19, 2016.  The outlook is stable.

S&P also lowered its rating on the company's first-lien debt to
'B-' from 'B' and removed the rating from CreditWatch negative.
S&P's recovery rating of '3' is unchanged.  The '3' recovery rating
indicates S&P's expectation for meaningful (50%-70%; rounded
estimate: 60%) recovery in the event of a default.

S&P lowered its rating on its second-lien debt to 'CCC' from
'CCC+'.  S&P's recovery rating on this debt remains '6', and
reflects its expectation for negligible (0%-10%; rounded estimate:
0%) recovery in the event of default.

The 21st Century Cures Act, effective Jan. 1, 2017, materially
reduced reimbursement for certain infusion drug therapies covered
by Medicare Part B.  Under the current reimbursement framework,
alternate-site infusion providers are only reimbursed for the
infusion drug component, but not for medical supplies,
transportation, nursing, and other labor associated with the
service.  Although the Cures Act also established Medicare
reimbursement for the service component, that does not begin until
2021.

The downgrade reflects S&P's expectations for HC Group to generate
thin-to-negligible free cash flow over the next year, which is more
consistent with the 'B-' rating category.  This is a departure from
S&P's previous base-case forecast, where it expected annual free
cash flow generation of about $20 million, before this legislation
came about.

"We expect the payment reductions under the new reimbursement
framework to materially reduce the company's already thin EBITDA
margins, pressuring free cash flow generation, especially given
ongoing capital expenditure requirements," said S&P Global Ratings
credit analyst Elan Nat.

S&P expects the company to gradually discontinue services to
certain patients requiring the no-longer-profitable drugs,
resulting in only a modest reduction (about 3%-4%) to S&P's prior
organic revenue forecasts, as Medicare (excluding Medicare
Advantage which is not affected by the reimbursement change)
represents about 3% of HC Group's total revenues.  However, given
the above-average margins associated with the lost revenues, S&P
estimates EBITDA margin will contract by about 100 basis points
from this reimbursement change.  Moreover, S&P believes it may take
some time for the company to discontinue services for the relevant
critically ill patients and to adjust scheduling and labor
planning, resulting in some additional nonrecurring costs over the
next quarter.

The stable outlook reflects S&P's view that HC Group has sufficient
liquidity to cover operating needs in its new reimbursement
environment, that the company will benefit from its growth
strategies over the next year, and that it will discontinue
services to certain patients requiring infusion drugs that were
implicated by the Cures Act.

S&P could lower the rating if the negative impact of the Cures Act
on HC Group's results exceeds S&P's expectations, leading to
persistent cash flow deficits or a rapid increase in adjusted debt
leverage, resulting in a potential covenant breach.  Such scenarios
could include EBITDA margin contraction of about 100 to 150 basis
points from S&P's base-case forecast over the next year and would
lead S&P to consider the company's capital structure to be
unsustainable.

While S&P considers an upgrade in 2017 unlikely, it could raise the
rating if the company demonstrates its ability to generate
meaningful free cash flow of greater than $25 million.  Such a
scenario would include EBITDA margins to expand by about 100 to 150
basis points.


HELLENIC PROPERTY: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
The Office of the U.S. Trustee on May 17 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Hellenic Property Ventures,
LLC.

                About Hellenic Property Ventures

Based in Liberty, North Carolina, Hellenic Property Ventures, LLC,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
M.D.N.C. Case No. 17-10505) on April 27, 2017.  The petition was
signed by Spiro D. Laousis, member manager.

At the time of the filing, the Debtor estimated assets of less than
$100,000 and liabilities of less than $50,000.

The case is assigned to Judge Catharine R. Aron.  The Debtor is
represented by Ivey, McClellan, Gatton & Siegmund.


HOOVER GROUP: Moody's Reinstates Caa1 CFR, Outlook Negative
-----------------------------------------------------------
Moody's Investors Service reinstated Hoover Group, Inc.'s Corporate
Family Rating (CFR) at Caa1 and Probability of Default Rating (PDR)
at Caa1-PD. These reinstatements reflect the final debt capital
structure and organizational structure following the merger of
Hoover Container Solutions, Ferguson Group (Ferguson) and CHEP
Catalyst and Chemical Containers (CCC) that formed a container
solutions enterprise that rents, sells, and services containers,
work spaces and packaging products. Concurrently, the B3 CFR and
B3-PD PDR previously assigned to Hoover Group, Inc. (New) will be
withdrawn as no rated debt exists at this entity. The rating
actions effectively reflect the CFR being downgraded to Caa1 from
B3 and the PDR being downgraded to Caa1-PD from B3-PD.

Additionally, the ratings on Hoover's bank credit facilities,
including the $30 million revolver and $222 million term loan, were
downgraded to B2 from B1. The rating outlook is negative.

"The effective rating downgrade reflects Hoover's very high
exposure to the stressed oil & gas industry that will further
weaken liquidity and result in a prolonged period of high leverage
and very weak interest coverage," said Moody's Analyst, Prateek
Reddy. "The negative outlook reflects the potential for further
weakening of Hoover' liquidity and absent some stabilization in the
end market, the capital structure could devolve into being
untenable."

Reinstatements:

Issuer: Hoover Group, Inc.

-- Corporate Family Rating, Reinstated to Caa1

-- Probability of Default Rating, Reinstated to Caa1-PD

Withdrawals:

Issuer: Hoover Group, Inc. (New)

-- Corporate Family Rating, Withdrawn, previously rated B3

-- Probability of Default Rating, Withdrawn, previously rated B3-
    PD

Downgrades:

Issuer: Hoover Group, Inc.

-- $30 Million Senior Secured First Lien Revolving Credit
    Facility due 2020, Downgraded to B2 (LGD2) from B1 (LGD2)

-- $222 Million Senior Secured First Lien Term Loan due 2021,
    Downgraded to B2 (LGD2) from B1 (LGD2)

Outlook Actions:

Issuer: Hoover Group, Inc.

-- Outlook, Changed to Negative from No Outlook

Issuer: Hoover Group, Inc. (New)

-- Outlook, Changed to Rating Withdrawn from Stable

RATINGS RATIONALE

Hoover's Caa1 CFR reflects the company's small scale, complexity
associated with its organization structure and its significant
exposure to the cyclically-stressed oil & gas industry. Given the
anticipated prolonged weakness within the offshore exploration and
production market, credit metrics are expected to weaken materially
through 2017 and show some signs of stability but at trough levels
in 2018. Negative free cash flow generation expected in 2017
followed by very minimal levels expected to be generated in 2018
contribute to weak liquidity and will leave debt balances
stubbornly high. Additionally, integration expenses associated with
the sizable merger of Hoover Container Solutions, Ferguson Group
(Ferguson) and CHEP Catalyst and Chemical Containers (CCC) in 2016
remain elevated. However, the rating is supported by a solid market
position in the niche container solutions market, a global client
base, product line diversification and the rental focused business
model that enables high EBITDA margins relative to other broader
manufacturing focused peers.

Hoover's weak liquidity profile is reflected by its very modest
cash balance, expectations for negative free cash flow and the
resultant high likelihood of revolver usage through 2018.

The negative outlook reflects the potential for the offshore oil &
gas environment remaining very weak for an extended period of time,
leading to further weakening of liquidity and credit metrics that
reflect an untenable capital structure.

Ratings could be downgraded if revenue and EBITDA continue
declining beyond 2017 contributing to Debt-to-EBITDA approaching
9x. If negative free cash flow is sustained or EBITDA-to-interest
drops to under 1x rating would likely be downgraded.

Ratings could be upgraded if improvement in offshore activity
supports meaningful EBITDA growth leading to Debt-to-EBITDA
sustained below 5.5x and EBITDA-to-interest sustained above 2x.
Improving liquidity as demonstrated by consistent positive free
cash flow generation will also be needed for the ratings to be
upgraded.

The B2 rating on the senior secured first lien facilities,
including the $30 million revolver (commitments expire in 2020) and
the $222 million term loan (maturing in 2021), two notches higher
than the Caa1 CFR, reflect their priority position compared to the
structurally subordinated $150 million unsecured loan (not rated).
The Caa1-PD PDR is in line with the Caa1 CFR, reflecting the
multiple-class debt structure and Moody's expectations for an
average family recovery in a distress scenario.

Hoover specializes in container, workspace and packaging solutions
for the global energy, petrochemical and general industrial end
markets. First Reserve and Brambles Limited (Baa1 stable) each own
50% of Hoover's ultimate parent, Hoover Ferguson Group Limited. Pro
forma for the merger, the company's 2016 revenue was about $172
million, 70% of this was derived from the rental business.

The principal methodology used in these ratings was Equipment and
Transportation Rental Industry published in April 2017.


HORISONS UNLIMITED: June 7 Hearing on PCO Appointment Set
---------------------------------------------------------
Judge Robert Coyle of the U.S. Bankruptcy Court for the Eastern
District of California entered an Order directing Horisons
Unlimited to appear on June 7, 2016, and show cause why the
appointment of a Patient Care Ombudsman is not necessary.

Pursuant to Section 333(a)(1) of the Bankruptcy Code, the Court
will order, not later than 30 days after the commencement of the
case, the appointment of a patient care ombudsman unless the Court
finds that such appointment is not necessary for the protection of
the patients under the specific facts of the case.

                    About Horisons Unlimited

Horisons Unlimited filed a Chapter 11 petition (Bankr. E.D. Cal.
Case No.: 17-11824) on May 10, 2017, and is represented by Cecily
A. Dumas, Esq. of Pillsbury Winthrop Shaw Pittman LLP, in San
Francisco, California.

At the time of filing, the Debtor had $1 million to $10 million in
estimated assets and $1 million to $10 million in estimated
liabilities.

The petition was signed by Daniel R. Kazakos, chief financial
officer.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/caeb17-11824.pdf


HUDSON HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Hudson Hospitality Holdings, LLC
        9 Whitehall Avenue
        Mystic, CT 06355

Case No.: 17-20717

Business Description: The Debtor is a holding company that owns
                      hotels.

Chapter 11 Petition Date: May 17, 2017

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

Judge: Hon. James J. Tancredi

Debtor's Counsel: James Berman, Esq.
                  ZEISLER & ZEISLER, P.C.
                  10 Middle Street, 15th Floor
                  Bridgeport, CT 06604
                  Tel: (203) 368-4234
                  E-mail: jberman@zeislaw.com

                    - and -

                  CUMMINGS AND LOCKWOOD, LLC

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Madeline Penachio-Konigsberg, sole
member.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ctb17-20717.pdf

Note: Due to the unavailability of the Debtor's hotel manager, the
amounts due on the list of the Debtor's twenty general unsecured
creditors are approximations, and the Debtor reserves its right to
amend the List and the characterization of the claims. Nonetheless,
the Debtor believes that its twenty largest general unsecured
creditors are on the List.


ILLINOIS STAR: Taps Carmody MacDonald as Legal Counsel
------------------------------------------------------
Illinois Star Centre LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Illinois to hire legal counsel
in connection with its Chapter 11 case.

The Debtor proposes to hire Carmody MacDonald, P.C. to, among other
things, give legal advice regarding its duties under the Bankruptcy
Code, assist in any potential sale of its assets or business, and
assist in negotiations on matters related to the terms of a plan of
reorganization.

The hourly rates charged by the firm for its services range from
$75 to $375.  Carmody received $6,725 for services performed prior
to the Debtor's bankruptcy filing and is currently holding
$17,687.50 as a retainer.

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

The firm can be reached through:

     Robert E. Eggmann, Esq.
     Thomas H. Riske, Esq.
     Carmody MacDonald P.C.
     120 South Central Ave., Suite 1800
     Clayton, MO 63105
     Phone: 314-854-8600
     Fax: 314-854-8660
     Email: ree@carmodymacdonald.com
     Email: thr@carmodymacdonald.com

                    About Illinois Star Centre

Illinois Star Centre LLC owns the Illinois Star Centre Mall located
at 3000 W. Deyoung Street, Marion.  The mall, which is valued at
$5.5 million, offers more than 50 stores and restaurants and serves
the Southern Illinois Community with events that showcase local
talent.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Ill. Case No. 17-30691) on May 4, 2017.  The
petition was signed by Empire Tax Corp. by Dennis D. Ballinger,
Jr., managing member.

At the time of the filing, the Debtor disclosed $5.6 million in
assets and zero liability.

The case is assigned to Judge Laura K. Grandy.


IMAGINE! PRINT: Moody's Lowers CFR to B3 on High Debt Levels
------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
(CFR) for Imagine! Print Solutions, LLC to B3 from B2 and its
Probability of Default Rating to B3-PD from B2-PD. At the same
time, Moody's assigned a B2 rating to the company's proposed senior
secured credit facilities, consisting of a $40 million revolver due
2021 and a $375 million first lien term loan due 2022, and has
assigned a Caa2 rating to the company's proposed $110 million
second lien term loan due 2023. The rating outlook is stable. The
B2 ratings on Imagine's existing $371 million senior secured credit
facilities are unchanged, and will be withdrawn on close of this
transaction.

Proceeds from the new first lien and second lien term loans will be
used to refinance the company's existing secured debt and PIK
HoldCo Notes, as well as to fund a distribution to its owners.

According to Moody's analyst David Berge, "This transaction
negatively affects Imagine's credit profile in two ways: first, by
raising leverage to levels no longer appropriate for a B2 rating,
and secondly, by demonstrating an aggressive financial policy so
soon after its LBO."

Rating Actions:

-- Corporate Family Rating, Downgraded to B3 from B2

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

-- $40 Million Senior Secured First Lien Revolving Credit
    Facility due 2021, Assigned at B2 (LGD3)

-- $375 Million Senior Secured First Lien Term Loan due 2022,
    Assigned at B2 (LGD3)

-- $110 Million Senior Secured Second Lien Term Loan due 2023,
    Assigned at Caa2 (LGD6)

-- Outlook, Remains Stable

RATINGS RATIONALE

The downgrade reflects Imagine's high debt levels, which have
increased substantially with the recent term loan refinancing, and
ensuing leverage which is no longer supportive of a B2 CFR. As a
result of the proposed transaction, Imagine's total debt (including
Moody's standard adjustments), increases by over 16%, to
approximately $530 million. Leverage, which was already high for
the rating at 5.2 times debt to EBITDA as of December 31, 2016 (pro
forma for recent acquisitions, but excluding add-backs for certain
non-recurring adjustments), is estimated to increase to over 6
times with this transaction, which represents a level more typical
of B3 business services companies of this size. Moreover, as this
transaction occurs less than 18 months after the initial LBO by
equity sponsors Oak Hill Capital Partners and management, Moody's
believes this transaction represents the undertaking of an
aggressive financial policy.

The ratings also reflect Imagine's relatively small size (less than
$500 million in revenue) when compared to other business services
companies, its limited scope of operations, uncertainty surrounding
future financial policies that the company will undertake under new
private equity ownership, and significant customer concentration
with material exposure to customers in the cyclical retail sector.
Ratings are supported by evidence of steady growth through the
company's nearly 30-year history in the US, including recessions,
its large and diverse base of high quality customers, and
niche-industry leadership in the in-store design and marketing
segment.

Moody's assesses Imagine's liquidity profile as good. Although the
company is expected to carry minimal cash balances on close of the
refinancing, Moody's expects that Imagine will generate
approximately $30-40 million of free cash flow in 2017, supported
by modest capital spending requirements (2-4% of revenue). There
are no debt maturities until the term loan is due in 2022. Imagine
maintains a $40 million revolver due 2021, which Moody's believes
to be appropriate relative to the company's size, debt service, and
capital spending needs. This facility is expected to be undrawn on
close of the refinancing transaction, and will only likely be used
lightly and periodically for short-term working capital needs,
although Moody's believes it is possible that the company may use
part of the revolver capacity for acquisitions if opportunities
arise. The company has a covenant-light debt structure.

The stable outlook reflects Moody's expectation that the company
will gradually de-lever over the next 12-18 months, assuming modest
organic revenue growth while sustaining operating margins,
resulting in sufficient free cash flow generation that can be used
towards a modest amount of debt repayment. However, debt to EBITDA
is expected to remain at approximately mid-5 times debt to EBITDA
over this period.

Imagine's ratings could be downgraded if the company experiences a
decline in revenue or margin deterioration, possibly by the loss of
important customers or difficult market conditions, which would
result in diminishing free cash flow, increased and sustained
reliance on revolver drawings to cover operating needs, or
potential covenant problems if springing covenants are tripped. A
downgrade would be warranted if debt to EBITDA exceeds 7.0 times or
if EBITA to interest falls below 1.0 time.

The ratings could be upgraded if Imagine can demonstrate steady
revenue growth as it diversifies its service offering, while
further improving margins and de-leveraging. Along with these
events, the company would need to sustain debt to EBITDA below 5.0
times, EBITA to interest above 1.5 times, and retained cash flow to
debt in excess of 15% for higher rating consideration. An upgrade
would further require the demonstration of a more conservative
financial policies by Oak Hill.

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

Imagine! Print Solutions, LLC, headquartered Minneapolis, MN, is a
leading provider of in-store and brand-based marketing solutions.
The company is majority owned by certain affiliates of private
equity firm Oak Hill Capital Partners. The company had revenues of
approximately $398 million as of December 31, 2016, pro forma for
acquisitions.


IMPLANT SCIENCES: Delays Filing of 1st Quarter Financial Report
---------------------------------------------------------------
Secure Point Technologies, Inc., formerly known as Implant Sciences
Corporation, advised the Securities and Exchange Commission that
its quarterly report for the first quarter ended March 31, 2017,
will be filed late.

The Company said, "The Registrant was unable to file the Quarterly
Report on Form 10-Q within 45 days of the Registrant's fiscal
quarter ended March 31, 2017, due to delays caused by its petitions
filed for relief under Chapter 11 of the Bankruptcy Court with the
United States Bankruptcy Court for the District of Delaware, the
sale of its assets to L-3 Communications Corporation, and the
transfer of employees and accounting records to L-3 Communications
Corporation. The Registrant was unable, without unreasonable effort
and expense, to prepare its accounting records and schedules in
sufficient time to enable its independent registered public
accounting firm to complete its review of the Registrant's
financial statements to be contained in the Quarterly Report on
Form 10-Q for the quarter ended March 31, 2017. The Registrant
intends to file Form 10-Q, along with the financial statements
within the five-day extension period."

The Company anticipates reporting a net gain of approximately
$94,798,000 on revenues of approximately $206,000 for the three
months ended March 31, 2017 as compared to a net loss of
approximately $4,096,000 on revenues of approximately $10,923,000
for the corresponding prior year period.

It also anticipates reporting a net gain of approximately
$68,531,000 on revenues of approximately $16,893,000 for the nine
months ended March 31, 2017 as compared to a net loss of
approximately $8,320,000 on revenues of approximately $35,608,000
for the corresponding prior year period.

                     About IMX Acquisition

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

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

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

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

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

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

                          *     *     *

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

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


INFORMATION SOLUTIONS: Case Summary & 20 Top Unsecured Creditors
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Debtor: Information Solutions, Inc.
          dba Refuge Golf & Country Club
        3275 N. Latrobe Dr.
        Lake Havasu City, AZ 86404

Case No.: 17-05481

Business Description: Information Solutions --
                      http://www.refugecountryclub.com/-- owns  
                      the Refuge Golf & Country Club located at
                      3103 London Bridge Rd. Lake Havasu City, AZ
                      86404.  The property is valued at $2
                      million.

Chapter 11 Petition Date: May 17, 2017

Court: United States Bankruptcy Court
       District of Arizona (Yuma)

Judge: Hon. Madeleine C. Wanslee

Debtor's Counsel: John R. Worth, Esq.
                  FORRESTER & WORTH, PLLC
                  3636 N Central Ave, Suite 700
                  Phoenix, AZ 85012
                  Tel: 602-258-2728
                  Fax: 602-271-4300
                  E-mail: jrw@forresterandworth.com

Total Assets: $2.06 million

Total Liabilities: $12.78 million

The petition was signed by Jerry Aldridge, president.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/azb17-05481.pdf


INLAND ENVIRONMENTAL: Seeks to Hire GBH CPAs as Accountant
----------------------------------------------------------
Inland Environmental and Remediation, Inc. seeks authority from the
US Bankruptcy Court for the Southern District of Texas, Houston
Division, to employ GBH CPAs as accountant.

The professional services to be provided by GBH include the
preparation of tax return for the Debtor.

The Debtor desires to employ GBH on a fee basis. The Firm's current
hourly rates are:

     Herbert L. Kalman, CPA  $350
     Jared Patterson, CPA    $240
     Staff                   $120-$200

Herbert L. Kalman, CPA attests that neither he nor GBH have any
connection of any kind or nature with the Debtor, its creditors,
any other party in interest, their respective attorneys and
accountants, the United States Trustee or any person employed in
the office if the United States Trustee. He and GBH CPAS, PC are
both disinterested persons as defined in 11 U.S.C. Sec 101(14).

The Firm can be reached through:

     Herbert L. Kalman, CPA
     GBH CPAs, PC
     6002 Rogerdale Road, Suite 300
     Houston, TX 77072
     Phone: (713) 482-0000
     Fax: (713) 482-0099
     Email: hkalman@gbhcpas.com

                 About Inland Environmental

Inland Environmental and Remediation, Inc., sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No.
16-34624) on Sept. 14, 2016.  The petition was signed by David L.
Polston, chief executive officer and president.  The case is
assigned to Judge Jeff Bohm.

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

Richard L. Fuqua, II, Esq., at Fuqua & Associates P.C. serves as
the Debtor's bankruptcy counsel.


IOWA FINANCE: Fitch Affirms B- Rating on 2013 & 2016 Disaster Bonds
-------------------------------------------------------------------
Fitch Ratings has affirmed the 'B-' rating on the outstanding 2013
and 2016 Midwestern Disaster Area Revenue Bonds (together, the
revenue bonds) issued by the Iowa Finance Authority on behalf of
Iowa Fertilizer Company LLC (IFCo). The ratings have been removed
from Rating Watch Negative and assigned a Negative Outlook. The
Iowa Finance Authority has issued a total of $1.185 billion ($1.156
billion outstanding) of revenue bonds on behalf of IFCo.

RATING RATIONALE

The ratings reflect that a limited margin of safety remains for
repayment of the bonds, subsequent to the recent bond exchange.
While the maturity extension obtained in 2016 and recently achieved
project completion relieve near-term payment default risk, the
facility could face ramp-up issues and is vulnerable to a volatile
and potentially weak product pricing environment.

Removing the bonds from Rating Watch Negative reflects the fact
that the project has alleviated short-term liquidity concerns, has
reached completion and is in position to start generating operating
cash flow, while also benefiting from continued shareholder
undertakings to meet upcoming debt payment obligations.

The Negative Outlook reflects the potential for further negative
rating action due to early operational performance below
expectations or weakening in product prices.

KEY RATING DRIVERS

Completion Achieved: The project has reached completion with both
the ammonia and downstream facilities in production.

Limited Liquidity: IFCo has started production and is projected to
generate its first operating cash flow this month. Through the bond
exchange and consents completed in 2016, IFCo has alleviated
near-term financial pressure on forthcoming debt payments, ensuring
a payment default can be avoided through the Dec. 1, 2017 payment.
Under the terms of that exchange, the next two bond payments are
guaranteed by the sponsor, OCI N.V. (OCI). IFCo also has available
liquidity of $82.5 million from the debt service reserve providing
additional cushion for the ramp-up stage. For the term of the debt,
relatively high equity distribution triggers will support debt
repayment and replenishment of reserves during potential periods of
low operating cash flow. Operating and major maintenance reserves
will help shield the project during the operational phase.

Nitrogen Market Price Exposure: IFCo will sell its nitrogen
products to farmers, distributors, wholesalers, cooperatives, and
blenders at market prices. The project's main products have
historically exhibited considerable price volatility. Pricing has
fallen close to 10-year lows in late 2016, and though there has
been some recovery very recently, the trend has not sustained.

Natural Gas Price Risk: The project is procuring its natural gas
feedstock via an existing pipeline at prices linked to Henry Hub.
IFCo has entered into natural gas call swaptions for the first
seven years of the project to moderate the risk of a reversal in
gas pricing trends. In addition, the project will fund a feedstock
reserve and can enter into further call swaptions to help mitigate
price risk during the non-hedged period.

Unproven Operating Profile: Non-feedstock O&M and maintenance cost
projections have increased significantly from original projections
due to staffing costs, and the project may require several years of
operations to establish a stable cost profile. It should be noted
that natural gas accounts for more than 60% of the project costs.
The use of commercially proven technologies and a plant design with
oversized capacity could help mitigate operating performance risk.

Vulnerable Financial Profile: The 2016 bond exchange and project
completion relieve very near-term financial concerns while
extending the ultimate revenue bonds' maturity to 2027. Over the
full debt term, Fitch's analysis suggests that IFCo's ability to
meet ongoing mandatory debt payments is vulnerable to deterioration
of operating margins. Given the ongoing uncertainty surrounding
nitrogen product prices, Fitch's financial scenarios do not assume
any improvement in operating margins over the debt term. If the
plant operates at a production capacity and non-feedstock cost
profile in line with sponsor expectations, as is the assumption in
Fitch's base case, debt service coverage at current product prices
would average 1.47x through debt maturity.

Peer Analysis: IFCo's peer group includes merchant project
financings in which product sales are susceptible to the inherent
volatility of commodity markets. Merchant projects that have
achieved ratings in the 'BB' category have demonstrated some
combination of long-term feedstock price certainty, materially low
leverage, structural enhancements, or a proven, quasi-monopolistic
competitive advantage. Merchant projects in the 'B' rating category
or lower typically face significant technology implementation or
construction risks, are exposed to price and volume risk, and
operate in a business environment with highly volatile margins.

RATING SENSITIVITIES
Negative: A fundamental shift in the supply-demand balance or
global producer cost curve that results in materially lower
operating margins expected to persist over a long period.

Negative: Inability to effectively manage operating costs or
failure to reach and sustain projected capacity and utilization
rates.

Positive: Resolution of the Negative Outlook is contingent on
operating at expected performance levels and no further
deterioration in product prices. Any further positive rating action
is contingent upon sustained positive product pricing trends.

CREDIT UPDATE

The project has reached completion, with all facilities
commissioned. The ammonia and the downstream facilities have
started production in April and May 2017 respectively, with a
two-month delay compared to Fitch assumptions in previous rating
and base cases.

OCI has continued to support the project, and if required
guarantees to fund the upcoming June 1, 2017 and Dec. 1, 2017 debt
payments and the last milestone payment to be made to the EPC
contractor.

Once operational, IFCo's operating margins are dependent on
favorable market pricing for nitrogen products. The pricing of
nitrogen products is correlated to the price of feedstock, which
may be oil, coal, or natural gas depending on the region and
producer. In recent years, the substantial declines in oil and
natural gas prices have driven nitrogen prices to levels
approaching 10-year lows. These pricing trends have diverged
significantly from market consultant forecasts that formed the
basis for cash flow projections for the original financing. The
market consultant provided an updated price deck in late October
2016 with a price curve indicating that the pricing will improve
dramatically from the current environment, pending a significant
rebound in energy prices, which Fitch views as optimistic. There
has been some price improvement in early 2017, but the trend has
not held.

FITCH CASES

Fitch's base and rating cases have been updated to reflect updated
feedstock prices and the delay in the start of commercial operation
with a start date of April 2017 for ammonia production and May for
downstream production. These cases also utilize the same set of
market pricing assumptions. In order to appreciate the risk of
uncertain future nitrogen pricing, Fitch's cases assume that
pricing remains flat at recent low levels for the entire debt term.
Meanwhile, feedstock prices gradually rise over time, thereby
holding operating margins flat (or declining). Under the base case,
debt service coverage at current product prices would average 1.47x
through debt maturity. Coverage is particularly strong (over 2x) in
2026 and 2027 when debt payments are less than half of the typical
annual obligation. The majority of debt service coverage ratios
(DSCRs) range from 1.0x-1.3x from 2018-2025.

Fitch's rating case also layers on a downside scenario in which
production capacity is 2.5% lower than expected and non-feedstock
O&M (including major maintenance) costs are 10% higher than
expected. This scenario would put increased pressure on the
financial profile and suggests that IFCo may face periods where
debt service would fall below breakeven levels and be reliant on
reserves to avoid payment default.


IRON MOUNTAIN: S&P Affirms 'BB-' CCR; Outlook Remains Stable
------------------------------------------------------------
S&P Global Ratings said that it affirmed its 'BB-' corporate credit
rating on Boston, Mass.-based global storage and information
management services company Iron Mountain Inc.  The rating outlook
remains stable.

At the same time, S&P assigned its 'BB-' issue-level rating and '3'
recovery rating to the company's proposed EUR300 million senior
unsecured notes due 2025.  The '3' recovery rating indicates S&P's
expectation for meaningful recovery (50%-70%; rounded estimate:
50%) of principal for debtholders in the event of a payment
default.

S&P's ratings on the company's other debt are unchanged.

"Our favorable view of Iron Mountain's business risk profile is
based on the company's position as the global market leader in the
records management business, which benefits from low customer
attrition, high switching costs, favorable EBITDA margins, and
long-term storage contracts that provide stable and recurring
revenue," said S&P Global Ratings' credit analyst Vishal Merani.
Despite the threat of digital storage, especially in developed
markets, the company has exhibited an ability to increase storage
volumes (excluding acquisitions) in these markets.  Nevertheless,
the threat of increasing secular trend toward digital storage could
negatively impact the company longer term," S&P said.

"The stable rating outlook reflects our expectation that Iron
Mountain will continue to experience mid- to low-single-digit
percentage revenue growth and improve its operating margins through
efficiency initiatives," said Mr. Merani.  "We also expect
lease-adjusted leverage to moderate to the low-5x area and free
operating cash flow (FOCF) to debt to remain above 5% through
2018."

S&P could lower the corporate credit rating if the company isn't
able to successfully integrate the Recall assets and, as a result,
is unable to fully realize the cost efficiencies and benefits of
its increased size and scale.  This would likely result in
weaker-than-expected operating performance, leverage above 5.5x
through 2018, and FOCF to debt below 5% on a sustained basis.
Additionally, S&P could lower the rating if it don't expect
leverage to decline to the 5x area after 2018 or if the company
materially increases its dividend payouts or undertakes sizeable
debt-financed acquisitions.

S&P views an upgrade as unlikely, given the company's status as a
REIT, which reduces its financial flexibility.  An upgrade would
also depend on the company maintaining a less aggressive financial
policy such that its lease-adjusted leverage remains at or below
4x.  Such leverage reduction will likely entail the company issuing
equity to repay debt or fund acquisitions.


ISTAR INC: Fitch Assigns B+ Long-Term Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has assigned a Long-Term Issuer Default Rating (IDR)
of 'B+' to iStar Inc. Fitch has also assigned ratings of 'BB+/RR1'
to iStar's senior secured debt, 'BB/RR2' to its senior unsecured
debt, and 'CCC+/RR6' to its preferred stock. The Rating Outlook is
Positive.

KEY RATING DRIVERS - IDR, Senior Debt, Hybrid Securities

The Long-Term IDR reflects iStar's unique platform as an integrated
commercial real estate (CRE) finance and investment company; solid
funding profile with a meaningful portion of unsecured debt;
strengthening liquidity following the Safety, Income and Growth,
Inc. (SFTY) transaction and recent resolution of Bevard land
litigation; and experienced management team. Rating constraints
include iStar's generally high-risk business model as evidenced by
its exposure to custom-tailored CRE products; elevated development
and monetization risk related to its land portfolio; earnings that
are expected to include certain non-recurring asset sales and land
monetizations; a material non-performing legacy loan in the real
estate finance segment; increased performance pressures on certain
CRE sub-sectors; and high proportion of wholesale funding.

iStar exhibits flexibility to invest in any part of the capital
structure and in various property markets. It adheres to its "Six
Point Methodology" underwriting process when pursuing "white space"
CRE opportunities. Fitch views this process as rigorous in that it
considers factors including collateral quality, borrower equity,
corporate sponsorship and/or guarantors, as well as legal and
financial structure.

As of March 31, 2017, the company's $4.5 billion portfolio
consisted of net lease properties (32.3% of gross carrying value)
and real estate finance (30.9%) followed by land and development
properties (22.8%), operating properties (13.3%) and other assets
(0.7%).

Although no losses have been incurred on loans originated since
2008, legacy loans originated prior to 2008 continue to weigh on
asset quality in the real estate finance segment. The carrying
value of non-performing loans represented 14.6% of total loans in
this segment as of March 31, 2017, primarily driven by the Hammons
hotel line of credit.

Fitch views the net lease real estate portfolio as a benefit to
overall asset quality, since it provides cash flow stability,
yielding 8.4% in first-quarter 2017 (1Q17) and 8.4% in 2016, below
the weighted average yield of 9.2% and 8.9% for performing loans in
the real estate finance segment in 1Q17 and 2016, respectively.

The land portfolio, which was primarily acquired through
foreclosure or deed in lieu of foreclosure, adversely influences
overall asset quality. That being said, iStar is in the process of
developing multiple infill/mixed-use, master planned communities
and waterfront projects on its land and expects to transfer or sell
$150 million-$300 million of land in 2017. In addition, the company
stabilized or monetized residential and commercial operating
properties in recent quarters, increasing the weighted average
yield to 6.4% in 1Q17 from 5.5% and 4.4% in 2016 and 2015,
respectively. Fitch expects earnings to continue to increase as
development projects progress.

Approximately 74.9% of iStar's debt was unsecured as of March 31,
2017, which is well above levels of many other diversified REITs
and balance sheet-intensive finance and leasing companies.
Unsecured debt enhances the company's operational and financial
flexibility. Fitch expects unsecured debt to represent between
75%-80% of total debt over the Outlook horizon.

Given proceeds received from the contemplated SFTY IPO and the
Bevard litigation in April 2017, iStar has liquidity in excess of
$1 billion that exceeds debt maturities and expected capital
expenditures over the next 12 months, which Fitch views as adequate
for the rating category. The company's liquidity position is
further enhanced by its ability to retain earnings, as it held
$902.9 million of net operating loss (NOL) carryforwards at
year-end 2015 that can generally be used to offset ordinary taxable
income. These NOLs begin to expire in 2029 and are fully expired in
2035 if unused. The amount of NOLs as of year-end 2016 will be
determined upon the finalization of iStar's 2016 tax return. In
addition, the company adheres to a 1.2x unencumbered
assets-to-unsecured debt covenant, which provides protection to
bondholders during periods of market stress. iStar's reported
unencumbered asset coverage was 1.4x as of March 31, 2017 but Fitch
calculates this ratio to be approximately 1.0x when valuing the
unencumbered pool based on a stressed 12% capitalization rate.

In addition to approximately $3.9 billion of debt, iStar had $745
million in preferred securities outstanding as of March 31, 2017.
Per the criteria report "Non-Financial Corporates Hybrids Treatment
and Notching Criteria," Fitch assigns 50% equity credit to iStar's
preferred securities given the cumulative dividends.

Fitch's baseline leverage ratio is debt-to-tangible shareholders'
equity, treating the preferred securities as 50% equity. On this
basis, leverage was 7.6x as of March 31, 2017, in line with the 'b'
quantitative benchmark for balance sheet- intensive finance and
leasing companies. This ratio improves to 4.5x pro forma for the
repayment of 9% unsecured notes and proceeds received from the SFTY
transaction and Bevard litigation. These transactions reduced debt
and built equity, resulting in leverage in line with the 'bbb'
quantitative benchmark. Debt-to-tangible shareholders' equity
treating the preferred securities as 100% equity, gross of
accumulated depreciation, is low relative to assigned ratings at
2.8x as of March 31, 2017 and 2.0x pro forma for the debt reduction
and equity build.

Fitch anticipates that leverage will remain around current levels
over the Outlook horizon. When treating the company's preferred
shares as 50% debt, leverage is projected to remain between
4.0x-5.0x over the Outlook horizon. Debt-to-tangible shareholders'
equity treating the preferred securities as 100% equity, gross of
accumulated depreciation, is expected to remain around 2.0x over
the Outlook horizon.

The company's senior management team has sufficient depth to
execute iStar's business strategy. Senior officers as well as
investment/credit and asset management professionals have an
average of 28 years of industry experience.

Fitch views the company's relationship with a sovereign wealth
fund, GIC (Realty) Private Limited (GIC), as an effective method to
manage risk and raise capital. iStar sources investment
opportunities that do not fit its risk appetite into a joint
venture with this partner (iStar Net Lease I LLC) and receives
promotes and management fee income through the venture. The
associated debt in this joint venture is non-recourse to iStar. The
proposed SFTY transaction has arisen from iStar's relationship with
GIC and will result in the transfer of more stable and lower risk
ground net lease assets off of iStar's balance sheet.

The Positive Outlook reflects Fitch's expectation that iStar's
asset quality will improve over the Outlook horizon as the company
continues to monetize its land holdings and has reserved for losses
against the Hammons hotel line of credit. The Positive Outlook also
signals that iStar's earnings and cash generation should grow over
the next 12-to-24 months.

Despite the Positive Outlook for iStar, broader performance of
certain CRE sub-sectors is likely to be mixed. Development exposure
across the REIT universe is more manageable and substantially less
than in the peak 2007-2008 period but Fitch generally views
later-cycle development as having execution and funding risks.
Office property fundamentals vary widely by region. While the
favorable economic backdrop is a positive for industrial property
fundamentals, the recent rise in protectionist sentiment could lead
to policies that restrict trade openness, thereby impacting
industrial real estate demand. Fitch expects U.S. lodging revenue
per available room growth to decelerate to 1%-2% during 2017 as the
industry enters the seventh year of this upcycle. Leisure
end-demand remains solid. As a result of these trends in the
aggregate, Fitch expects asset quality of CRE loan portfolios to
revert to long-term averages in the coming years, although the pace
of asset quality reversion is, in part, dependent on the level of
interest rates.

The secured debt rating is three notches above iStar's Long-Term
IDR and reflects the collateral backing these obligations, which
suggests outstanding recovery prospects.

The unsecured debt rating is two notches above iStar's Long-Term
IDR and reflects the availability of sufficient unencumbered
assets, which provide support to unsecured creditors and suggest
superior recovery prospects.

The preferred stock rating is three notches below iStar's IDR,
reflecting that these securities are deeply subordinated and have
loss absorption elements that would likely result in poor recovery
prospects.

RATING SENSITIVITIES - IDR, Senior Debt, Hybrid Securities

An upgrade of the Long-Term IDR would primarily be driven by a
demonstrated ability to generate earnings and monetize assets
within the company's land segment, which should improve overall
asset quality. Maintenance of robust liquidity particularly with
respect to near-term funding obligations and further improvements
of unencumbered asset coverage of unsecured debt may also lead to
positive rating momentum.

Negative rating pressure could arise from deterioration in the
quality of iStar's loan portfolio, including an increase in
non-performing loans and additional provisions for loan losses. An
inability for the company to generate earnings and monetize land
segment assets would also be viewed negatively. A material
reduction in long-term unsecured funding and a sustained increase
in leverage could also lead to negative rating momentum.

If the Long-Term IDR were to be upgraded, there is the potential
for the outstanding secured debt, unsecured debt and preferred
stock ratings to stay at their current levels, subject to the
assessment of iStar's liquidity profile and asset coverage at that
time.

Fitch has assigned the following ratings:

iStar Inc.
-- Long-Term IDR 'B+';
-- Senior secured debt 'BB+/RR1';
-- Senior unsecured debt 'BB/RR2';
-- Preferred stock 'CCC+/RR6'.

The Rating Outlook is Positive.


J & W TRAILER: Taps Bulie Law Office as Legal Counsel
-----------------------------------------------------
J & W Trailer Leasing, LLC seeks approval from the U.S. Bankruptcy
Court for the District of North Dakota to hire legal counsel.

The Debtor proposes to hire Bulie Law Office to give legal advice
regarding its duties under the Bankruptcy Code, and provide other
legal services related to its Chapter 11 case.

Bulie Law Office will seek compensation at the rate of $200 per
hour for all attorneys including Sara Diaz, Esq., who will be the
primary counsel.  The firm has $8,283 in available retainer funds.


Ms. Diaz disclosed in a court filing that she and her firm do not
hold or represent any interest adverse to the Debtor or its
bankruptcy estate.

The firm can be reached through:

     Sara E. Diaz, Esq.
     Bulie Law Office
     1790 32nd Avenue S., Suite 2B
     Fargo, ND 58104
     Phone: (701) 298-8748
     Email: sara@bulielaw.com

                   About J & W Trailer Leasing

J & W Trailer Leasing, LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. N.D. Case No. 17-30279) on May 9,
2017.  At the time of the filing, the Debtor estimated assets and
liabilities of less than $1 million.

The case is assigned to Judge Shon Hastings.


J. CREW: Bank Debt Trades at 34% Off
------------------------------------
Participations in a syndicated loan under J. Crew is a borrower
traded in the secondary market at 66.33 cents-on-the-dollar during
the week ended Friday, May 5, 2017, according to data compiled by
LSTA/Thomson Reuters MTM Pricing.  This represents an increase of
1.08 percentage points from the previous week.  J. Crew pays 300
basis points above LIBOR to borrow under the $1.56 billion
facility. The bank loan matures on Feb. 27, 2021 and carries
Moody's Caa1 rating and Standard & Poor's CCC- rating.  The loan is
one of the biggest gainers and losers among 247 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended May 5.


JAMES WATKINS: Midway Buying Chevrolet 2500 Pickup Truck for $45K
-----------------------------------------------------------------
James Robert Watkins and Jodi Karen Watkins ask the U.S. Bankruptcy
Court for the District of Kansas to authorize the private sale of
2016 Chevrolet 2500 4 x 4 Crew Cab pickup truck, VIN:
1GC1KWE81GF140601, with 21,230 mile on it, to Midway Motors
Supercenter for $45,200.

The Debtors are operating their farm and feed store business.

The vehicle is subject to a prior perfected purchase money security
interest in favor of Bank of America, PO Box 15220, Wilmington,
Delaware for the estimated amount of $41,365.

The Debtors propose to sell the vehicle at private sale to the
Buyer for $45,200 free and clear of all liens and encumbrances,
upon receipt of authority by the Court to sell the same.  They
propose that a portion of the sales proceeds be distributed to
satisfy the Bank of America on account of its prior perfected
purchase money security interest with the balance to be placed in
their farm operating account and utilized for ongoing operating
expenses of their farm.

The proposed sale is in the best interests of the Creditors and the
Bankruptcy Estate and is in furtherance of the Debtors' desires to
scale down their farming interests.  Accordingly, the Debtors
respectfully ask the Court to enter an Order approving the sale of
the vehicle to the Buyer upon the terms and conditions set forth
and such other relief as the Court deems just.

Counsel for Debtor:

          Tom R. Barnes II, Esq.
          STUMBO HANSON, LLP
          2887 S.W. MacVicar Ave.
          Topeka, KS 66611
          Telephone: (785) 267-3410
          Facsimile: (785) 267-9516
          E-mail: tom@stumbolaw.com

James Robert Watkins and Jodi Karen Watkins sought Chapter 11
protection (Bankr. D. Kan. Case No. 17-40389) on April 14, 2017.
The Debtors tapped Tom R. Barnes, II, Esq., at Stumbo Hanson LLP as
counsel.


JET SERVICES INC: Taps Speegle Hoffman Holman as Special Counsel
----------------------------------------------------------------
Jet Services, Inc. seeks authority from the US Bankruptcy Court for
the Southern District of Alabama, Southern Division, to employ the
firm of Speegle, Hoffman, Holman & Holifield, LLC as special
counsel to represent the Debtor in an action before the Circuit
Court of Mobile County, Alabama.

The Debtor is the Plaintiff in litigation before the Circuit Court
of Mobile County, Alabama in Case No. CV-2017-901023. In this
litigation, the Debtor is asserting claims of breech of contract,
quantum meruit, account stated, and account for declaratory
judgment against Diamond Air, LLC. The Debtor is seeking damages of
approximately $200,000.00, plus interest and costs.

The firm of Speegle, Hoffman, Holman & Holifield, LLC will be
handling this matter on an hourly basis. The firm charges an hourly
rate of $250.00 for partners, $175.00 for associates and $100.00
for paralegals. The firm does not hold or represent any interest
adverse to the Debtor or to the Debtor's estate with respect to the
matters on which it is to be employed, and its employment is in the
best interest of the estate.

The Firm can be reached through:

     Jerome E. Speegle, Esq.
     SPEEGLE HOFFMAN HOLMAN & HOLIFIELD LLC
     Five Dauphin Street
     Suite 301 - Bayport Building
     Mobile, AL 36602
     Tel: (251) 694-1700
     Fax: (251) 694-1998
     Email: jspeegle@speeglehoffman.com

                       About Jet Services Inc.

Jet Services, Inc. is a licensed aircraft charter operator.  It
offers jet charter in the United States, Canada, Mexico, Central
America, and the Bahamas as well as other Caribbean destinations.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Ala. Case No. 17-01296) on April 7, 2017.  The
petition was signed by Robert A. Marks, executive vice-president.

The case is assigned to Judge Henry A. Callaway.

At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of $1 million to $10 million.

Robert M. Galloway, Esq., at Galloway, Wettermark, Everest &
Rutens, LLP, represents the Debtor.


JHL INDUSTRIAL: Seeks to Hire Wadsworth Warner Conrardy as Counsel
------------------------------------------------------------------
JHL Industrial Services, LLC d/b/a Platt Rogers Construction seeks
authority from the US Bankruptcy Court for the District of Colorado
to employ Wadsworth Warner Conrardy, P.C. as counsel.

The services the firm will render are:

     a. prepare on behalf of the Debtor all necessary reports,
orders and other legal papers required in this Chapter 11
proceeding;

     b. perform all legal services for Debtor as
debtor-in-possession which may become necessary; and

     c. represent the Debtor in any litigation which the Debtor
determines is in the best interest of the estate whether in state
or federal bankruptcy court.

David J. Warner attests that Wadsworth Warner does not hold or
represent any interest adverse to the Debtor and the bankruptcy
estate and is a "disinterested person" as that term is defined in
11 U.S.C. Sec. 101(14) of the Bankruptcy Code.

Wadsworth Warner received a retainer at the commencement of its
employment in the amount of $13,000.00 from the Debtor. Thereafter,
Jason Grubb deposited an additional retainer of $7,000.00 with
Wadsworth Warner prior to the bankruptcy filing. Jason Grubb owns
the entire membership interest in the Debtor and is its managing
member.

The Firm's hourly rates are:

     David V. Wadsworth, Esq.  $400
     David J. Warner, Esq.     $300
     Aaron J. Conrardy, Esq.   $285
     Paralegals                $115

The Firm can be reached through:

     David V. Wadsworth, Esq.
     WADSWORTH WARNER CONRARDY PC
     1660 Lincoln Street, Suite 2200
     Denver, CO 80264
     Phone: 303-296-1999
     Fax: 303-296-7600
     Email: dwadsworth@sww-legal.com

                      About Platt Rogers Company

Platt Rogers Company -- http://www.plattrogers.com/-- provides
niche services including custom fuel system installation, civil
construction, integrated agricultural feed and water solutions,
piping process, new construction and renovation of facilities and
plant, demolition, environmental construction, fuel distribution,
fuel management and energy economizing and alternative energies
distribution system installation.  

Platt Rogers Company, based in Lakewood, Colorado, filed a Chapter
11 petition (Bankr. D. Colo. Case No. 17-14141) on May 5, 2017.
The Hon. Joseph G. Rosania Jr. presides over the case. David
Warner, Esq., at Sender Wasserman Wadsworth, P.C., serves as
bankruptcy counsel.

In its petition, the Debtor estimated $505,500 in total assets and
$1.02 million in total liabilities. The petition was signed by
Jason Grubb, managing member.


JIM HANKINS AIR: Sale of Destin Condo Unit for $150K Approved
-------------------------------------------------------------
Judge Edward Ellington of the U.S. Bankruptcy Court for the
Southern District of Mississippi authorized Jim Hankins Air
Service, Inc.'s sale of condominium unit C-2, Building III Southbay
by the Gulf Condominium, located at 940 Hwy 98 East, 31, Destin,
Florida, outside the ordinary course of business, to Sunny Days,
LLC for $150,000.

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

The ad valorem taxes that are owed will be prorated at closing on
the real property.  

In addition, the Debtor agrees to contribute $4,000 of closing
costs from the sale proceeds.

The Debtor will file within 14 days of the sale closing a Report of
Sale and attach thereto a copy of the settlement statement or other
closing documents.

After closing, the remaining sale proceeds will be delivered to
Craig M. Geno, Esq., counsel to the Debtor, who will deposit them
in an interest-bearing DIP account, with the funds to be disbursed
only upon further order of the Court.

               About Jim Hankins Air Service, Inc.

Jim Hankins Air Service, Inc. sought protection under Chapter 11
Of
the Bankruptcy Code (Bankr. S.D. Miss. Case No. 17-00678) on Feb.
24, 2017, disclosing under $1 million in both assets and
liabilities. The petition was signed by Bruce Moss, vice
president.


JMMR HOLDINGS: Seeks to Hire Gagnon Eisele as Legal Counsel
-----------------------------------------------------------
JMMR Holdings, LLC seeks approval from the U.S. Bankruptcy Court
for the Middle District of Florida to hire legal counsel in
connection with its Chapter 11 case.

The Debtor proposes to hire Gagnon Eisele, P.A. to give legal
advice regarding its duties under the Bankruptcy Code, and provide
other legal services related to its Chapter 11 case.

Justin Eisele, Esq., the attorney designated to represent the
Debtor, will charge an hourly fee of $350.

Gagnon Eisele does not represent any interest adverse to the Debtor
or its bankruptcy estate, according to court filings.

The firm can be reached through:

     Justin M. Eisele, Esq.
     Gagnon Eisele, P.A.
     1881 Lee Road
     Winter Park, FL 32789
     Phone: 561-985-6405
     Email: je@gagnoneisele.com

                     About JMMR Holdings LLC

JMMR Holdings, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-02473) on April 15,
2017.  The petition was signed by James Felty, manager.  

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


JOHNSTON AUTO BODY: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------------
The Office of the U.S. Trustee on May 15 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Johnston Auto Body & Painting,
Inc.

Johnston is represented by:

     Shawn N. Wright, Esq.
     Law Office of Shawn N. Wright
     7240 McKnight Road
     Pittsburgh, PA 15237
     Phone: (412) 920-6565
     Email: shawn@shawnwrightlaw.com

              About Johnston Auto Body & Painting

Johnston Auto Body & Painting, Inc. sought protection under Chapter
11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-21387) on
April 5, 2017.  The petition was signed by Robert Johnston,
president.  

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


KEENEY TRUCK: Taps AGES Professional as Auctioneer
--------------------------------------------------
Keeney Truck Lines, Inc. seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire an
auctioneer.

The Debtor proposes to hire AGES Professional Services & Associates
to market its personal property, which it intends to sell by public
auction.  The firm will get 1.5% of the final gross bid received.

Ken McCormack, an AGES employee, disclosed in a court filing that
his firm does not hold or represent any interest adverse to the
Debtor's bankruptcy estate.

The firm can be reached through:

     Ken McCormack
     Jeremy McCormack
     AGES Professional Services & Associates
     743 El Cajon Boulevard
     El Cajon, CA 92020
     Tel: (619) 504-7911
     Tel: (619) 997-0176
     Email: jeremy@agespsa.com
     Email: ken@agespsa.com

                  About Keeney Truck Lines Inc.

Keeney Truck Lines Inc. is a contract and common truckload carrier.
Its primary area of operation is Southern California and Arizona
but it also operates throughout California and the western United
States.  The Debtor operates 24 tractors and over 60 trailers from
its Maywood, California yard where it also maintains its business
offices, management, dispatch, and maintenance functions.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Calif. Case No. 16-26393) on December 14, 2016.
The petition was signed by Dan Hubbard, president and CEO.

At the time of the filing, the Debtor disclosed $3.30 million in
assets and $1.68 million in liabilities.

The case is assigned to Judge Sandra R. Klein.  The Law Office of
William P. Fennell, APLC represents the Debtor as bankruptcy
counsel.  The Debtor hired Paul, Plevin, Sullivan & Connaughton
LLP, as special counsel, and Hoag & Robi, Inc., as accountant.

No trustee, examiner, or committee has been appointed.


KINDER MORGAN: Egan-Jones Raises Sr. Unsecured Ratings to BB+
-------------------------------------------------------------
Egan-Jones Ratings, on Aril 27, 2017, upgraded the local currency
and foreign currency senior unsecured ratings on debt issued by
Kinder Morgan Inc/DE to BB+ from BB.

Kinder Morgan Inc. is the largest midstream energy company in the
North America, operating product pipelines, natural gas pipelines,
liquids and bulk terminals, and CO2, oil, and natural gas
production and transportation assets.  The company is
headquartered
in Houston, Texas.


LA PALOMA GENERATING: Has OK to Use Cash Collateral Until Dec. 31
-----------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware has entered a consensual order authorizing
La Paloma Generating Company, LLC, et al.'s cash collateral use.

The Debtors are allowed to use certain revenue collected
postpetition with the consent of certain parties asserting disputed
security interests in the revenue, to fund the Debtors' operations
in the ordinary course of business and other administrative
expenses of these cases.

The Debtors' right to use purported cash collateral will terminate
on Dec. 31, 2017.

If any further court order provides that the collateral agent is
entitled to adequate protection on account of its purported liens
in the purported cash collateral or if the Court determines, at a
further hearing, that the Debtors must provide adequate protection
(consisting of replacement or similar liens) in respect of the
collateral agent's purported cash collateral liens, the collateral
agent will be granted, nunc pro tunc to the Petition Date, adequate
protection for the Debtors' use of the purported cash collateral:

     -- the collateral agent will be deemed to have been granted,
        as of the Petition Date, valid and perfected security
        interests and liens in all assets and property of the
        Debtors;

     -- the collateral agent will have an allowed superpriority
        claim to the extent necessary to adequately protect the
        collateral agent from diminution, with priority in payment

        over any and all administrative expenses; and

     -- the Debtors will use the purported cash collateral to pay
        the accrued and unpaid reasonable, documented fees and
        expenses of the first-lien working capital agent, the
        first-lien term loan agent and the collateral agent
        payable under the applicable prepetition loan documents,
        whether incurred prior to or after the Petition Date,
        through the termination date.

Notwithstanding the final SunTrust cash collateral court order and
the final cash management order, the Debtors are authorized to use
all purported cash collateral in accordance with the budget -- a
copy of which is available at https://is.gd/5B8eWV -- subject to
the permitted variance, and BONY is directed promptly to turn over
to the Debtors, or otherwise make available to the Debtors, all
purported cash collateral received or held by BONY in the revenue
account.  For the avoidance of doubt, purported cash collateral
includes only amounts in excess of $8,019,084.17, which was the
balance of the revenue account as of the Petition Date, and the
Debtors are not authorized to withdraw any funds from the revenue
account to the extent the withdrawals would cause the balance of
the revenue account to be less than the Petition Date balance.

              About La Paloma Generating Company

La Paloma Generating Company, LLC, a D.C.-based merchant power
generator, and its affiliates La Paloma Acquisition Co, LLC, and
CEP La Paloma Operating Company, LLC, filed separate Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-12700 to
16-12702) on Dec. 6, 2016.  The Hon. Christopher S. Sontchi
presides over the cases. The petitions were signed by Niranjan
Ravindran, as authorized person.

The Debtors are represented by John J. Rapisardi, Esq., and George
A. Davis, Esq., at O'Melveny & Myers LLP, as lead bankruptcy
counsel; and Mark D. Collins, Esq., Andrew Dean, Esq., and Jason M.
Madron, Esq., at Richards, Layton & Finger, P.A., as Delaware
counsel.  Lawyers at Curtis, Mallet-Prevost, Colt & Mosle LLP serve
as conflicts counsel.  Jefferies LLC serves as the Debtors'
financial advisor and investment banker, while their claims and
noticing agent is Epiq Bankruptcy Solutions.  Alvarez & Marsal
North America, LLC, as financial advisor.

La Paloma Generating estimated $100 million to $500 million in
assets and $500 million to $1 billion in liabilities.

Maria Aprile Sawczuk has been appointed fee examiner in the
bankruptcy case.


LAKEWOOD AT GEORGIA: Asks for Permission to Use Cash Collateral
---------------------------------------------------------------
Lakewood at Georgia Avenue LLC and and GCCFC 2007-GG9 Georgia
Avenue, LLC, filed with the U.S. Bankruptcy Court for the District
of Maryland a consent motion for entry of an interim order
authorizing the Debtor's use of cash collateral.

GCCFC 2007-GG9 is represented by:

     Darek S. Bushnaq, Esq.
     Laura S. Bouyea, Esq.
     Venable LLP
     750 East Pratt Street, Suite 900
     Baltimore, MD 21202
     Tel: (410) 244-7400
     Fax: (410) 244-7742
     E-mail: lsbouyea@venable.com

               About Lakewood At Georgia Avenue

Lakewood At Georgia Avenue LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Md. Case No. 16-26171) on Dec.
10, 2016.  The petition was signed by George E. Christopher,
president of managing member Lakewood Investment Corp.

The case is assigned to Judge Thomas J. Catliota.  

The Debtor is represented by DeCaro & Howell P.C.

At the time of the filing, the Debtor disclosed $6.04 million in
assets and $4.35 million in liabilities.


LARKIN EXCAVATING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Larkin Excavating, Inc.
        PO Box 233
        Lansing, KS 66043

Case No.: 17-20890

Business Description: Larkin Excavating, Inc. --
                      http://larkinexcavating.com-- provides
                      construction services.  The Company offers
                      underground utilities, site work, sanitary
                      sewer, trucking, concrete, landfill,
                      demolition, earthworks, site grading,
                      material processing, site drainage,
                      concrete, and soil stabilization services.
                      Larkin Excavating operates throughout the
                      United States.

                      The Company owns a shop/office building
                      located at 13575 Gilman Road, Lansing, KS
                      valued at $453,500; a vacant land in
                      Eisenhower Road, Leavenworth, KS with a
                      valuation of $300,000; and a track of real
                      property, identified by the Debtor as the
                      rock quarry and landfill, located in
                      Leavenworth County, KS valued at $400,000.

Chapter 11 Petition Date: May 17, 2017

Court: United States Bankruptcy Court
       District of Kansas (Kansas City)

Judge: Hon. Dale L. Somers

Debtor's Counsel: Joanne B. Stutz, Esq.
                  EVANS & MULLINIX, P.A.
                  7225 Renner Road Ste 200
                  Shawnee, KS 66217
                  Tel: (913) 962-8700
                  Email: jstutz@emlawkc.com

Total Assets: $3.46 million

Total Liabilities: $6.38 million

The petition was signed by John Larkin, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ksb17-20890.pdf


LAURITSEN FIREWOOD: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Lauritsen Firewood & Rental, Inc.
        2606 250th Ave.
        Cushing, WI 54006

Case No.: 17-11785

Business Description: Lauritsen Firewood & Rental, located in
                      Cushing, is a firewood delivery company.
                      It provides wood heating, firewood
                      chopping, and flat roofing.

Chapter 11 Petition Date: May 17, 2017

Court: United States Bankruptcy Court
       Western District of Wisconsin (Eau Claire)

Judge: Hon.  Catherine J. Furay

Debtor's Counsel: Joshua D. Christianson, Esq.
                  FREUND LAW OFFICE
                  920 South Farwell St.
                  P.O. Box 222
                  Eau Claire, WI 54702-0222
                  Tel: 715-832-5151
                  Fax: 888-979-8101
                  E-mail: freundlaw@fastmail.fm

Total Assets: $6.67 million

Total Liabilities: $3.47 million

The petition was signed by Derek Lauritsen, president.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/wiwb17-11785.pdf


LB VENTURES: Has Authorization to Continue Using Cash Collateral
----------------------------------------------------------------
Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District
of Massachusetts authorized LB Ventures, LLC, to continue using
cash collateral on the same conditions previously ordered pending
further order of the Court.

A full-text copy of the Order, dated May 16, 2017, is available at

https://is.gd/9cn3yV

                      About LB Ventures

LB Ventures, LLC, based in Quincy, MA, filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 16-13840) on Oct. 4, 2016.  The petition
was signed by Luis M. Barros, manager.  At the time of the filing,
the Debtor estimated $1 million to $10 million in assets and
$500,000 to $1 million in liabilities.

Judge Joan N. Feeney presides over the case.  

The Debtor is represented by Joseph G. Butler, Esq., at Law Office
of Joseph G. Butler.  

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


LONE PINE: Asks for Court's Permission to Use Cash Collateral
-------------------------------------------------------------
Lone Pine Motel LLC filed with the U.S. Bankruptcy Court for the
Eastern District of California a motion to use cash collateral.

A hearing on the Debtor's request is set for May 30, 2017, at 10:00
a.m.

The Debtor's business is operation of a motel in South Lake Tahoe,
California.  This business generates room rental revenues, which
are then used to pay the ordinary operating expenses, such as
utilities, maintenance, insurance, taxes, management and mortgages.
The property is subject to a first and second deed of trust, which
include 26 provisions for assignment of rents.

The Debtor proposes to pay current interest monthly on each
mortgage while this case is pending, as adequate protection of each
secured creditor.

Headquartered in South Lake Tahoe, California, Lone Pine Motel,
LLC, is a single asset real estate company organized under the laws
of the State of California.  The Debtor has a fee simple interest
at a property in South Lake Tahoe, California valued at $1.2
million.  Lone Pine is owned equally by Syed M Chowdaury and
Vikashni Prasad.  It is an affiliate of Monaco Motel LLC which
filed for bankruptcy (Bankr. E.D. Cal. Case No. 17-21177) on Feb.
26, 2017.

Lone Pine Motel LLC filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Cal. Case No. 17-21524) on March 8, 2017, listing
$1.20 million in total assets and $1.45 million in total
liabilities.  Syed M. Chowdaury, managing member, signed the
petition.

Judge Christopher M. Klein presides over the case.

Robert P. Huckaby, Esq., at Robert Huckaby, serves as the Debtor's
bankruptcy counsel.


MARINA BIOTECH: Incurs $1.08 Million Net Loss in First Quarter
--------------------------------------------------------------
Marina Biotech, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.08 million on $0 of revenue for the three months ended March
31, 2017, compared to a net loss of $114,191 on $0 of revenue for
the three months ended March 31, 2016.

As of March 31, 2017, Marina had $6.11 million in total assets,
$2.69 million in total liabilities and $3.41 million in total
stockholders' equity.

At March 31, 2017, the Company had an accumulated deficit of
$3,033,860 and a negative working capital of $2,297,576.  The
Company anticipates that it will continue to incur operating losses
as it executes its plan to raise additional funds and investigate
strategic and business development initiatives.  In addition, the
Company has had and will continue to have negative cash flows from
operations.

"We have previously funded our losses primarily through the sale of
common and preferred stock and warrants, the sale of notes, revenue
provided from our license agreements and, to a lesser extent,
equipment financing facilities and secured loans.  In 2016 and
2015, we funded operations with a combination of the issuance of
notes and preferred stock, and license-related revenues.  At March
31, 2017, we had a cash balance of $216,441.  Our operating
activities consume the majority of our cash resources.

"There is substantial doubt about our ability to continue as a
going concern, which may affect our ability to obtain future
financing or engage in strategic transactions, and may require us
to curtail our operations.  We cannot predict, with certainty, the
outcome of our actions to generate liquidity, including the
availability of additional debt financing, or whether such actions
would generate the expected liquidity as currently planned," the
Company said in the filing.

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

                    https://is.gd/62VjoU

                    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.  

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.


MARK BENJAMIN: Julie Salvi Buying Clarendon Property for $1.1M
--------------------------------------------------------------
Judge Pamela S. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois will convene a hearing on May 25,
2017 at 10:00 a.m. to consider the sale by Mark J. Benjamin and
Benjamin Eye Care, LLC, of residential property located at 23
McIntosh Ave, Clarendon Hills, Illinois, to Julie Salvi Revocable
Living Trust for $1,100,000; and for reduced notice.

The Debtors own a 100% ownership interest in the Property.  They
had been marketing it prior to the commencement of the bankruptcy.


The Property is secured by a mortgage in favor of Bayview Financial
Loan ("BFL").  The current amount owed to BFL is approximately
$1,310,565.

There are additional secured parties for this property as follows:
(i) Internal Revenue Service – Federal Tax Lien in the amount of
$86,764; and (ii) Inland Bank – 2nd Mortgage in the amount of
$298,000.

The Debtors have recently received an offer to purchase the
Property for $1,100,000.  The proposed closing date is May 25,
2017.

The salient terms of the Contract are:

     a. Buyer: Julie Salvi Revocable Living Trust

     b. Seller: Stephanie and Mark Benjamin

     c. Property: 23 McIntosh Ave, Clarendon Hills, Illinois

     d. Purchase Price: $1,100,000

     e. Deposit: $50,000

     f. Terms: "As Is" condition as of date of offer

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

    http://bankrupt.com/misc/Mark_Benjamin_73_Sales.pdf

The Debtors propose to distribute the proceeds as follows:

          Purchase Price              $1,100,000
          Realtor Commissions           ($60,500)
          Taxes & Closing Costs         ($76,825)
          Bayview                      ($875,911)

The results of the sale will net proceeds to the estate after costs
of sale of $0.

The Debtors ask that the Court shortens the notice of the Motion so
that notice is deemed adequate under the circumstances.

The Debtors ask the entry of an Order authorizing them to sell the
Property and granting such other and further relief as it deems
just and proper.

The Purchaser can be reached at:

          JULIE SALVI REVOCABLE LIVING TRUST
          79 Norfolk Ave.
          Clarendon Hills, IL 60514
          E-mail: jsalvi1@comcast.net

Mark J. Benjamin sought Chapter 11 protection (Bankr. N.D. Ill.
Case No. 16-33918) on Oct. 24, 2016.  The Debtor tapped Brian K.
Wright, Esq., at Brian Wright & Associates, P.C., as counsel.


MARSH SUPERMARKETS: Taps Prime Clerk as Claims Agent
----------------------------------------------------
Marsh Supermarkets Holding, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Prime Clerk
LLC as its claims and noticing agent.

The firm will oversee the distribution of notices and the
processing of claims filed in the Chapter 11 cases of Marsh
Supermarkets and its affiliates.

The hourly rates charged by the firm are:

     Analyst                                  $30 - $50
     Technology Consultant                    $35 - $95
     Consultant/Senior Consultant            $65 - $165
     Director                               $175 - $195
     Chief Operating Officer/Executive VP     No charge
     Solicitation Consultant                       $190
     Director of Solicitation                      $210

Prior to their bankruptcy filing, the Debtors provided Prime Clerk
a retainer in the amount of $20,000.  

Michael Frishberg, co-president and chief operating officer of
Prime Clerk, disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

Prime Clerk can be reached through:

     Michael J. Frishberg
     Prime Clerk LLC
     830 Third Avenue, 9th Floor
     New York, NY 10022
     Phone: (212) 257-5450

                    About Marsh Supermarkets

Headquartered in Indianapolis, Indiana, Marsh Supermarkets --
http://www.marsh.net-- 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.  The stores are primarily operated through debtors
Marsh Supermarkets Company, LLC, Marsh Supermarkets, LLC and
O'Malia Food Markets, LLC.  Marsh Supermarkets was publicly traded
until May 2006, when it was acquired by affiliates of Sun Capital
Partners IV, LP and certain independent investors.

Marsh Supermarkets Holding, LLC, and its affiliates filed Chapter
11 petitions (Bankr. D. Del. Case Nos. 17-11066 through 17-11081)
on May 11, 2017.  The petitions were signed by Lee A. Diercks of
Clear Thinking Group LLC, chief restructuring officer.   Judge
Brendan Linehan Shannon presides over the cases.

At the time of filing, Marsh Supermarkets Holding estimated less
than $50,000 in assets and $50 million to $100 million in debt.  As
of the Petition Date, the Debtors operate a total of 60 stores in
Indiana and Ohio, and have a workforce of approximately 4,400
employees.   

The Debtors tapped Shane M. Reil, Esq., Robert S. Brady, Esq.,
Michael R. Nestor, Esq., Robert F. Poppiti, Jr., Esq., and Ashley
E. Jacobs, Esq. at Young Conaway Stargatt & Taylor, LLP as counsel;
Clear Thinking Group as restructuring advisors; and Peter J.
Solomon Company as investment banking advisor.

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


MAYA RESTAURANTS: Taps MPA's Jason Cortazzo as Insurance Adjuster
-----------------------------------------------------------------
Maya Restaurants, Inc. seeks authority from the US Bankruptcy Court
for the Western District of Pennsylvania to employ Jason Cortazzo
of Metro Public Adjustments, Inc. as public insurance adjuster.

Maya Restaurants, Inc. had a policy of insurance with United Sates
Liability Insurance Group to cover its property at 623 Long Run
Road, White Oak, PA 15131 against losses.  On March 7, 2015, the
White Oak property suffered damage as a result of thawing of snow
and ice.  The Debtor needs Metro Public Adjustments to represent it
on a claim for damage caused by the thawing of snow and ice.

The Debtor needs the expertise of Mr. Cortazzo to:

     (a) assist in policy interpretation;

     (b) claims processing assistance;

     (c) adjustment of the claim;

     (d) prepare an itemized estimated of losses;

     (e) assist in the valuation of items covered by the loss;

     (f) defend the claim; and

     (g) assist in any prosecution of the claim.

Mr. Cortazzo is to be paid 10% of the amount paid by the insurer
for the loss.

Jason Cortazzo attests that he and the Firm are disinterested
persons as defined in 111 U.S.C. Sec. 101(14).

The Firm can be reached through:

     Jason Cortazzo
     METRO PUBLIC ADJUSTMENTS INC
     3551 Bristol Pike
     Bensalem, PA 19020
     Tel: (215) 633-8000
     Fax: (215) 633-8042

                  About Maya Restaurants Inc.

Maya Restaurants, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Pa. Case No. 16-23901) on October 18, 2016, disclosing
assets and liabilities of less than $1 million.   The Debtor is
represented by Donald R. Calaiaro, at Calaiaro Valencik.

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


MCGAHAN FAMILY: Court Approves Disclosure Statement
---------------------------------------------------
Judge Gary Spraker of the U.S. Bankruptcy Court for the District of
Alaska approved the disclosure statement explaining McGahan Family
Limited Partnership's plan of reorganization.

The parties and court noted several concerns regarding confirmation
of the Chapter 11 Plan, and continued the confirmation hearing to
May 17, 2017, to permit the debtor to address those concerns.
During the hearing, the debtor indicated its intention to obtain
and submit late filed ballots from creditors based upon last minute
agreements reached with its creditors.  After the hearing, the
debtor has amended its Schedule F to add Laughing Raven Touring
Co., LLC, as an unsecured creditor.  The debtor has also filed it
First Amended Chapter 11 Plan, though it has not provided either a
redlined version of the amended plan, or a summary of changes made.
Based upon the discussion during the hearing, the court presumes
that the changes do not adversely affect any class of creditors so
that the Amended Plan would need to be re-noticed, with certain
exceptions.  To the extent that any party believes that the Amended
Plan must be
re-noticed, the issue may be raised at the continued hearing.

                     About McGahan Family LP

McGahan Family Limited Partnership sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Alaska Case No. 16-00049) on
March 4, 2016.  The Debtor estimated less than $50,000 in assets
$50,000 to $100,000 in liabilities.  The Debtor is represented by
Terry P. Draeger, Esq., at Beaty & Draeger, Ltd.

The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in
the
Chapter 11 case of McGahan Family Limited Partnership.


MEMORIAL PRODUCTION: David Polk Served as Adviser in Chapter 11
---------------------------------------------------------------
Davis Polk advised an ad hoc group of holders of the senior
unsecured notes of Memorial Production Partners LP (the
"Partnership") in connection with the successful chapter 11
restructuring of the Partnership and certain of its subsidiaries
(collectively with the Partnership, "MEMP").  On April 14, 2017,
MEMP's plan of reorganization, which Davis Polk played a leading
role in structuring and negotiating, was confirmed by the
Bankruptcy Court for the Southern District of Texas.  The confirmed
Plan became effective on May 4, 2017, with MEMP's emergence from
bankruptcy; the Partnership emerged as a new corporation under the
name Amplify Energy Corp. Amplify Energy emerged with more than
$1.3 billion of the Partnership's debt eliminated from its balance
sheet and significantly enhanced financial flexibility.  Upon
emergence the members of the ad hoc group now own a majority of the
outstanding equity of Amplify Energy.

Prior to MEMP's January 16, 2017, bankruptcy filing, Davis Polk
represented the ad hoc group in negotiating a Plan Support
Agreement with MEMP and MEMP's revolving credit facility lenders.
The Plan was ultimately confirmed following litigation, and
ultimately settlement with, a significant objecting shareholder.
Under the Plan, the senior unsecured noteholders will receive (i)
98% of the equity of Amplify Energy (subject to dilution by
five-year 8% warrants struck at par plus accrued interest being
provided to unit holders and a management incentive plan) and (ii)
a pro rata share of an additional cash payment of approximately $25
million.  Members of the ad hoc group include Brigade Capital
Management LP, Citadel LLC, Fir Tree Partners, Trust Asset
Management LLC and York Capital Management Global Advisors, LLC.

Amplify Energy is engaged in the acquisition, production and
development of oil and natural gas properties in the United States
and is headquartered in Houston, Texas.  Amplify Energy is moving
forward as a corporation for U.S. federal income tax purposes.

The Davis Polk insolvency and restructuring team included partner
Brian M. Resnick and associates Angela M. Libby and Erik Jerrard.
The corporate team included partner Kirtee Kapoor and associate
Jeffrey C. Lau.  The credit team included partner Lawrence E.
Wieman and associate Vivian Y. Wong. The capital markets team
included partner Derek Dostal.  The tax team included partner
Kathleen L. Ferrell.  The executive compensation team included
counsel Ron M. Aizen.  Members of the Davis Polk team are based in
the New York and Menlo Park offices.

Davis Polk & Wardwell LLP is a New York limited liability
partnership, and its associated entities.

             About Memorial Production Partners LP

Memorial Production Partners LP -- http://www.memorialpp.com/-- is
a publicly traded partnership engaged in the acquisition,
production and development of oil and natural gas properties in the
United States.  MEMP's properties consist of mature, legacy oil and
natural gas fields.  MEMP is headquartered in Houston, Texas.

Memorial Production Partners LP, Memorial Production Finance
Corporation and their debtor-affiliates filed a Chapter 11 petition
(Bankr. S.D. Tex. Lead Case No. 17-30262) on January 16, 2017.  The
cases are assigned before the Hon. Marvin Isgur.

The Debtors are represented by Alfredo R. Perez, Esq., at Weil,
Gotshal & Manges LLP, in Houston, Texas; and Gary T. Holtzer, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, New
York.  The Debtors' financial advisor is Perella Weinberg Partners
LP.  The Debtors' Restructuring Advisor is Alixpartners, LLP.  The
Debtors' claims, noticing, and solicitation agent is Rust
Consulting/Omni Bankruptcy.

At the time of filing, the Debtors had estimated assets of $1
billion to $10 billion and estimated debts of $1 billion to $10
billion.


MICHAEL BAKER: Moody's Cuts CFR to Caa1; Outlook Stable
-------------------------------------------------------
Moody's Investors Service has downgraded ratings of Michael Baker
Holdings LLC, including the Corporate Family Rating (CFR) to Caa1
from B3. The B2 rating of the $450 million term loan recently
assigned has been withdrawn as the loan was not issued. The rating
outlook is stable.

RATINGS RATIONALE

The CFR of Caa1 reflects an expiring liquidity facility, upcoming
debt maturities, minimal balance sheet cash, and heightened risk
that MBH's Balad, Iraq base operations contract will not become
definitized this year which increases the likelihood of low cash
flow this year. Moody's views the liquidity profile to be weak
because of these factors. Nonetheless, if the contract is
definitized near-term, unbilled receivables should meaningfully
decline, enabling $90 million to $100 million of free cash flow
from freed up working capital. In April 2018 the $140 million
asset-based revolver expires. Currently $68 million is borrowed,
and Moody's expects this facility to be used. In October 2018, the
$350 million 8.25% notes mature.

The CFR also reflects MBH's broad qualifications for engineering,
construction, and intelligence community support services, in
developing regions and within the U.S. (federal, state and local).
These attributes qualify MBH for large contract opportunities. The
Worldwide Protective Services II contract award from the US
Department of State in 2016, (a multi-award, Indefinite Delivery /
Indefinite Quantity (IDIQ) vehicle under which the company must win
task orders to derive revenue) was reflective of MBH's service
capability breadth.

The stable rating outlook incorporates continuing progress toward
definitizing the Balad, Iraq base operations contract.
Definitization would lessen the amount of external liquidity needed
near-term to cover the 2018 debt maturities and would permit lower
working capital for the balance of the project. In the first
quarter of 2017, as the company's (relatively smaller) Balad
construction contract was definitized, receivables materially
declined, driving good operational cash flow of approximately $38
million. Backlog also rose in the quarter with scope expansion
under the Balad project.

The stable outlook anticipates further efficiency gains from
operational integration initiatives, raising EBITDA margin by
another 50 bps through 2018. Margin grew to 9.5% from 9% in 2016.
MBH's cost to redeem the $350 million 8.25% notes due October 2018
will decline in October 2017 and may facilitate a debt
recapitalization.

Upward rating momentum could develop quickly with restoration of an
adequate liquidity profile, sustained profitability and reasonably
steady backlog.

Downward rating pressure would follow negative contract
developments, or a continuation of weak liquidity.

The following rating actions were taken:

Downgrades:

Issuer: Michael Baker Holdings LLC

-- Probability of Default Rating, Downgraded to Caa1-PD from B3-
    PD

-- Corporate Family Rating, Downgraded to Caa1 from B3

-- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3
    (LGD 6) from Caa2 (LGD 6)

Issuer: Michael Baker International, LLC

-- Senior Secured Regular Bond/Debenture, Downgraded to B3 (LGD
    3) from B2 (LGD 3)

Outlook Actions:

Issuer: Michael Baker Holdings LLC

-- Outlook, Changed To Stable From Positive

Issuer: Michael Baker International, LLC

-- Outlook, Changed To Stable From Positive

Withdrawals:

Issuer: Michael Baker International, LLC

-- Senior Secured Bank Credit Facility, Withdrawn , previously
    rated B2 (LGD3)

Michael Baker Holdings, LLC, through its Michael Baker
International, LLC subsidiary, is a global leader in engineering,
planning, consulting and professional services, offering a full
continuum of engineering, consulting, base operations, security
management, systems integration, intelligence operations support
and analysis, and information technology solutions. Revenues for
2016 were $1.4 billion. The Company is majority-owned by DC Capital
Partners, LLC.

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


MILLENNIUM PARK: S&P Assigns 'B-' CCR; Outlook Stable
-----------------------------------------------------
S&P Global Ratings said that it assigned its 'B-' corporate credit
rating to Chicago-based marketing services provider Millennium Park
Intermediate LLC.  The rating outlook is stable.

Millennium Park is borrowing under a new $255 million first-lien
credit facility, comprising a $225 million first-lien term loan, a
$30 million first-lien revolving credit facility, and a privately
placed $95 million second-lien term loan (not rated) as part of its
leveraged buyout by Vista Equity Partners.

At the same time, S&P assigned its 'B-' issue level rating and '3'
recovery rating to the company's $225 million senior secured
first-lien term loan and $30 million senior secured first-lien
revolver credit facility.  The '3' recovery rating indicates S&P's
expectation for meaningful recovery (50%-70%; rounded estimate:
60%) of principal in the event of a payment default.

S&P did not rate Millennium Park's privately placed $95 million
second-lien term loan, even though S&P took it into consideration
in determining the corporate credit rating on the company.

"Our corporate credit rating on Millennium Park reflects the
company's small size, limited geographic diversity, high operating
leverage, and participation in a niche segment of the competitive
marketing services industry, low client concentration with high
client retention rates and high leverage," said S&P Global Ratings'
credit analyst Dylan Singh.

The stable rating outlook reflects S&P's expectation that
Millennium Park will integrate its acquisitions over the next 12
months and realize synergies such that adjusted leverage is about
8.5x-8.8x and FOCF (including one-time costs) is about negative
$8 million to negative $10 million in 2017.  The outlook also
reflects S&P's expectation that the company would continue to grow
its business and generate FOCF to debt of about 3%-4% in 2018.

S&P could lower the corporate credit rating if operating
performance deteriorates such that it expects FOCF to decline below
S&P's expectations or if the company faces liquidity challenges.
This could occur if the company is unable to grow its business,
successfully integrate acquired companies, or realize expected cost
synergies.  In such a scenario, S&P would view the capital
structure as unsustainable.

S&P views an upgrade as less likely over the next 12 months, given
the company's small scale of operations and high leverage.  S&P
could raise the rating if the company is able to increase the scale
of its business and moderate its leverage.


MONACO MOTEL: Asks For Court's Authorization to Use Cash Collateral
-------------------------------------------------------------------
Monaco Motel LLC seeks permission from the U.S. Bankruptcy Court
for the Eastern District of California to use cash collateral.

A hearing on the Debtor's request is set for May 30, 2017, at 10:00
a.m.

The Debtor's business is operation of a motel in South Lake Tahoe,
California.  This business generates room rental revenues, which
are then used to pay the ordinary operating expenses, such as
utilities, maintenance, insurance, taxes, management and mortgages.
The property is subject to a first and second deed of trust, which
include provisions for assignment of rents.  The Debtor proposes to
pay current interest monthly on each mortgage while this case is
pending, as adequate protection of each secured creditor.
Headquartered in South Lake Tahoe, California, Monaco Motel LLC
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case
No. 17-21177) on Feb. 26, 2017, listing $811,095 in total assets
and $2.02 million in total liabilities.  The petition was signed by
Syed Chowdaury, managing member.

Judge Michael S. McManus presides over the case.

Robert P. Huckaby, Esq., at Robert Huckaby serves as the Debtor's
bankruptcy counsel.


MONROE HEIGHTS: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
The Office of the U.S. Trustee on May 15 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Monroe Heights Development
Corporation, Inc.

Monroe Heights is represented by:

     Donald R. Calaiaro, Esq.
     Calaiaro Valencik
     428 Forbes Ave., Suite 900
     Pittsburgh, PA 15219
     Tel: 412-232-0930
     Fax: 412-232-3858
     Email: dcalaiaro@c-vlaw.com

                About Monroe Heights Development

Based in Clarion, Pennsylvania, Monroe Heights Development
Corporation, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-10176) on February 22,
2017.  The petition was signed by John Habjan, shareholder.  

The case is assigned to Judge Thomas P. Agresti.

At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of $1 million to $10 million.


MOUNTAIN WEST: Deutsche Bank Seeks to Prohibit Cash Collateral Use
------------------------------------------------------------------
Secured Creditor, Deutsche Bank Trust Company Americas, as Trustee
for the Registered Holders of UBS Commercial Mortgage Trust
2012-C1, Commercial Mortgage Pass-Through Certificates, Series
2012-C1, requests the U.S. Bankruptcy Court for the Middle District
of Florida to prohibit Mountain West Hospitality, LLC from using
cash collateral, and for adequate protection.

Deutsche Bank relates that the Debtor owes it in the approximate
outstanding balance of $17,678,463 in principal, $84,636 in
interest, and $8,249 in late charges under the Loan Documents, as
of May 6, 2017. Accordingly, Deutsche Bank asserts a validly
perfected security interests in, among other things, the Debtor's
rents, leases, room revenues, and accounts receivables associated
with two hotel properties, securing the Debtor's indebtedness.

Deutsche Bank recognizes that the Debtor owns and continues to
operate two hotel properties in West Virginia, and as such, the
Debtor will need to pay certain reasonable and necessary operating
expenses in connection with the operation of the Property. In
addition, Deutsche Bank recognizes the Debtor's main source of
income from the hotel properties is the revenue from the use of its
hotel rooms, which constitute Deutsche Bank's cash collateral.

However, Deutsche Bank does not consent to the Debtor's unfettered
use of the collateral, and now asks the Court to prohibit the
Debtor's use of cash collateral unless Deutsche Bank has reviewed
and approved the necessity and reasonableness of such operating
expenses prior to such expenses being paid pursuant to an approved
budget. Deutsche Bank also asks the Court to direct the Debtor to
account for all revenues constituting cash collateral.  

Furthermore, in the event that the Court permits the Debtor to use
cash collateral pursuant to an approved cash collateral budget,
Deutsche Bank demands adequate protection in the form of:

     (a) access to the hotel properties during regular business
hours for inspection of Deutsche Bank's collateral;

     (b) cooperation and access to information, books, and records
as may be necessary for Deutsche Bank and its agents to prepare an
appraisal or as is otherwise reasonably requested by Deutsche
Bank;

     (c) a replacement lien on and in all property owned, acquired
or generated post-petition by Debtor's continued operations of the
hotels, to the same extent and priority and of the same kind and
nature as Deutsche Bank had prior to the filing of this bankruptcy
case; and

     (d) periodic cash payments to ensure that Deutsche Bank's
collateral position is not adversely affected by the case.

Deutsche Bank Trust Company Americas is represented by:

          Mindy A. Mora, Esq.
          Jeffrey I. Snyder, Esq.
          BILZIN SUMBERG BAENA PRICE & AXELROD LLP
          1450 Brickell Avenue, Suite 2300
          Miami, Florida 33131-3456
          Telephone: 305-374-7580
          Facsimile: 305-374-7593
          E-mail: mmora@bilzin.com
                  jsnyder@bilzin.com

              About Mountain West Hospitality

West Hospitality, LLC, a/k/a Hampton Inn Elkins, a/ka Hilton Garden
Inn Clarksburg, owns hotels in Randolph County and Harrison County,
West Virginia.

West Hospitality filed a Chapter 11 petition (Bankr. M.D. Fla. Case
No. 17-04118) on May 12, 2017. The Petition was signed by William
A. Abruzzino, managing member. The Debtor is represented by Michael
R Dal Lago, Esq. at Dal Lago Law. At the time of filing, the Debtor
had estimated both assets and liabilities to range between $10
million to $50 million.


MPM HOLDINGS: Posts $30 Million Net Loss for Q1 2017
----------------------------------------------------
MPM Holdings Inc. has unveiled the Company's financial results for
the first quarter ended March 31, 2017.

The Company posted a net loss of $30 million for the three months
ended March 31, 2017, compared to a net loss of $18 million for the
same period in 2016.

Net sales for the three months ended March 31, 2017 were $544
million, an increase of 1% compared with $536 million in the
prior-year period. The increase in net sales reflected improved
product mix in specialty silicone products and higher quartz
business sales partially offset by lower volumes of siloxane
derivative products.

Segment EBITDA for the three months ended March 31, 2017 was $69
million, an increase of 68% compared with $41 million in the prior
year period. The increase in Segment EBITDA was driven primarily by
improved demand in automotive, consumer products and electronics
markets, production efficiencies, and raw material deflation in the
silicones segment. In addition, the quartz business segment
improved by $6 million due to cost controls and substantially
improved manufacturing efficiencies as the Company experienced
certain production disruptions in the prior year period that did
not reoccur.

At March 31, 2017, Momentive had net debt, which is total debt less
cash and cash equivalents, of approximately $1.0 billion. In
addition, at March 31, 2017, Momentive had approximately $378
million in liquidity, including $163 million of unrestricted cash
and cash equivalents, and $215 million of availability under its
senior secured asset-based revolving loan facility. Momentive
expects to have adequate liquidity to fund its operations for the
foreseeable future from cash on its balance sheet, cash flows
provided by operating activities and amounts available for
borrowings under the ABL Facility.

At March 31, 2017, Momentive had $2.607 billion in total assets
against $2.121 billion in total liabilties and $486 million in
total equity.

"We are pleased to report strong first quarter 2017 EBITDA
improvement reflecting our improved product mix, strategic growth
investments and our diversified specialty portfolio," said Jack
Boss, Chief Executive Officer and President.  "Our multi-year
transformation initiatives drove year-over-year specialty volume
gains of 9% in the first quarter 2017."

Mr. Boss added: "Our acquisition of the operating assets of Sea
Lion Technology and our NXT* capacity expansion underway at
Leverkusen, Germany reinforces our strategy to expand our NXT
silane availability to serve our global automotive customers. In
addition, we recently opened a new research and development center
dedicated to developing next generation silane technology, which
demonstrates our ongoing commitment to global new product
development and follows recent investments throughout our R&D
network. As we mentioned in the fourth quarter of 2016, we ceased
siloxane production at our Leverkusen facility and have commenced
sourcing related intermediates under long-term third-party
contracts and from other Momentive global sites. We expect this
initiative will provide approximately $10 million of run-rate
savings. Going forward, we remain focused on investing in growth,
transforming our manufacturing footprint and leveraging cost
savings from our global restructuring programs."

Momentive said its global restructuring programs and siloxane
production transformation are expected to generate approximately
$45 million in annual savings. During the first quarter, Momentive
identified approximately $3 million of incremental savings under
this program, which increased its size to $48 million. Cumulatively
through March 31, 2017, Momentive achieved $33 million of savings
under this program.

A copy of the Company's earnings release is available at
https://is.gd/9PEpNl

A copy o fthe Company's Form 10-Q report is available at
https://is.gd/C9hQ6L

                   About Momentive Performance

Momentive is a producer of silicones and silicone derivatives.
Momentive has a 70-year history, with its origins as the Advanced
Materials business of General Electric Company.  In 2006,
investment funds affiliated with Apollo Global Management, LLC,
acquired the company from GE.

Momentive Performance Materials Inc., Momentive Performance
Materials Holdings Inc., and their affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14,
2014, with a deal with noteholders on a balance-sheet
restructuring.

As of Dec. 31, 2013, the Debtors had $4.11 billion of outstanding
indebtedness, including payments due within the next 12 months and
short-term borrowings.  The Debtors said that the restructuring
will eliminate $3 billion in debt.

The Debtors tapped Willkie Farr & Gallagher LLP as bankruptcy
counsel with regard to the filing and prosecution of these chapter
11 cases; Sidley Austin LLP as special litigation counsel; Moelis
& Company LLC as financial advisor and investment banker;
AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers
as auditor; and Crowe Horwath LLP as benefit plan auditor.
Kurtzman Carson Consultants LLC served as notice and claims agent.

The Official Committee of Unsecured Creditors tapped Klee, Tuchin,
Bogdanoff & Stern LLP as its counsel; FTI Consulting, Inc.,
as its financial advisor; and Rust Consulting Omni Bankruptcy
serves as its information agent.

Wilmington Trust, National Association, the Trustee for the
Momentive Performance Materials Inc. 10% Senior Secured Notes due
2020 -- 1.5 Lien Notes -- under the Indenture, dated as of May 25,
2012, by and between Momentive Performance, and The Bank of New
York Mellon Trust Company, National Association, was represented
by Mark R. Somerstein, Esq., Mark I. Bane, Esq., and Stephen
Moeller-Sally, Esq., at Ropes & Gray LLP.

U.S. Bank National Association -- as successor Indenture Trustee
under the indenture dated as of Dec. 4, 2006, among Momentive
Performance, the Guarantors named in the Indenture, and Wells
Fargo Bank, N.A. as initial trustee, governing the 11.5% Senior
Subordinated Notes due 2016 -- was represented in the case by
Susheel Kirpalani, Esq., Benjamin I. Finestone, Esq., David L.
Elsberg, Esq., Robert Loigman, Esq., K. John Shaffer, Esq., and
Matthew R. Scheck, Esq., at Quinn Emanuel Urquhart & Sullivan,
LLP; and Clark Whitmore, Esq., and Ana Chilingarishvili, Esq., at
Maslon Edelman Borman & Brand, LLP.

BOKF, NA -- as successor First Lien Trustee to The Bank of New
York Mellon Trust Company, N.A., as trustee under an indenture
dated as of Oct. 25, 2012, for the 8.875% First-Priority Senior
Secured Notes due 2020 issued by Momentive Performance and
guaranteed by certain of the debtors -- was represented by
Michael J. Sage, Esq., Brian E. Greer, Esq., and Mauricio A.
Espana, Esq., at Dechert LLP.

Counsel to Apollo Global Management, LLC and certain of its
affiliated funds were Ira S. Dizengoff, Esq., Philip C. Dublin,
Esq., Abid Qureshi, Esq., Deborah J. Newman, Esq., and Ashleigh L.
Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP.

Attorneys for Ad Hoc Committee of Second Lien Noteholders were
Dennis F. Dunne, Esq., Michael Hirschfeld, Esq., and Samuel A.
Khalil, Esq., at Milbank, Tweed, Hadley & McCloy LLP.

The Court entered an order confirming the Plan on Sept. 11, 2014.

The Debtors' Chapter 11 plan of reorganization became effective as
of Oct. 24, 2014.

MPM Holdings Inc. trades under the symbol OTCQX: MPMQ.

                           *     *     *

Momentive continues to carry Moody's Investors Service's "Caa1"
and
S&P's "B" corporate ratings.  In late January 2016, Moody's
downgraded Momentive Performance's corporate family rating (CFR)
to
Caa1 from B3.


NAPOLEON ART: Taps Robinson Brog as Legal Counsel
-------------------------------------------------
Napoleon Art & Productions Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire
legal counsel in connection with its Chapter 11 case.

The Debtor proposes to hire Robinson Brog Leinwand Greene Genovese
& Gluck P.C. to, among other things, give legal advice regarding
its duties under the Bankruptcy Code, negotiate with creditors, and
assist in the preparation of a bankruptcy plan.

The hourly rates charged by the firm range from $450 to $675 for
shareholders, $365 to $465 for associates, and $175 to $300 for
paralegals.

In connection with the filing of the case, Robinson Brog received a
payment of $21,717, of which $1,717 was paid by the Debtor while
$20,000 was paid by its president Marty Napoleon.

A. Mitchell Greene, Esq., disclosed in a court filing that the
firm, its partners and associates are "disinterested persons" as
defined in section 101(14) of the Bankruptcy Code.

Robinson Brog can be reached through:

     A. Mitchell Greene, Esq.
     Robinson Brog Leinwand Greene
     Genovese & Gluck P.C.
     875 Third Avenue
     New York, NY 10022
     Tel: (212) 603-6300
     Fax: (212) 956-2164
     Email: amg@robinsonbrog.com

                About Napoleon Art & Productions

Based in New York, Napoleon Art & Productions Inc. operates a
production company that makes commercials and handles all aspects
of production.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 17-10990) on April 11, 2017.  The
petition was signed by Marty Napoleon, president.  At the time of
the filing, the Debtor estimated its assets and debts at $1 million
to $10 million.  

The case is assigned to Judge Martin Glenn.

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


NEIMAN MARCUS: Bank Debt Trades at 20% Off
------------------------------------------
Participations in a syndicated loan under Neiman Marcus Group Inc
is a borrower traded in the secondary market at 79.65
cents-on-the-dollar during the week ended Friday, May 5, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.21 percentage points from the
previous week.  Neiman Marcus pays 300 basis points above LIBOR to
borrow under the $2.9 billion facility. The bank loan matures on
Oct. 16, 2020 and carries Moody's Caa1 rating and Standard & Poor's
CCC+ rating.  The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended May 5.


NORTH PHILADELPHIA: Has Difficulty Hiring New Workers, PCO Says
---------------------------------------------------------------
David N. Crapo, the appointed Patient Care Ombudsman for North
Philadelphia Health System (NPHS), has filed a Second Report on May
12, 2017, regarding the current performance of the Debtor.

The PCO reported that the existing structures and policies and
procedures of the Debtor reveal a mental and behavioral health
facility that continue to provide the same level of patient care
and safety that it historically provides since before the Debtor's
December 30, 2016 bankruptcy filing. The PCO added that the level
of patient care and safety are adequate and stable.

Based on the Report, the Debtor's minutes of its various committee
meetings reflect that the Debtor is generally on top of the patient
care and safety issues. The Debtor also enjoys the benefit of a
loyal and competent workforce who see their primary focus as the
care and safety of their patients. The PCO noted that the loyalty
and competence of the workforce should serve as an additional break
of the Debtor against a sudden decline in the quality of patient
care and safety, as well as an expeditious source of notice of any
problems.

The Report also noted that the Debtor is facing increased employee
attrition, as well as increased difficulty in recruiting new
employees. The PCO noted that the situation at the Debtor is,
therefore, very fragile. The PCO added that the Debtor's finances
are tight.

The PCO does not recommend any remedial action or external
intervention at the moment regarding the additional monitoring of
clinical or administrative matters at the Debtor.

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

     http://bankrupt.com/misc/paeb16-18931-376.pdf

              About North Philadelphia Health System

North Philadelphia Health System, a Pennsylvania non-profit,
non-stock, non-member corporation, operates the Girard Medical
Center, a state-licensed 65-person private psychiatric hospital,
and the Goldman Clinic, a medically assisted treatment center
located Philadelphia, Pennsylvania.

North Philadelphia Health System sought protection under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 16-18931) on
December 30, 2016. The petition was signed by George Walmsley III,
president & CEO.

The case is assigned to Judge Magdeline D. Coleman.

At the time of the filing, the Debtor estimated its assets and
liabilities at $10 million to $50 million.

The Debtor have hired Dilworth Paxson LLP as counsel and Buzby &
Kutzler, Attorneys at Law as special counsel.

The Office of the U.S. Trustee has appointed four creditors of
North Philadelphia Health System to serve on the the official
committee of unsecured creditors.


NYLC LLC: Retention of Acker to Auction Wine Inventory Approved
---------------------------------------------------------------
Judge of the U.S. Bankruptcy Court for the Southern District of New
York authorized NYLC, LLC, doing business as a Le Cirque, to (i)
retain Acker Auction, Inc. as auctioneer and (ii) sell its excess
wine inventory.

The Debtor is authorized to enter into the Consignment Agreement
and employ Acker as its auctioneer with no adverse interest, to
market, assist and consummate the sales of its excess wine
inventory.

The sale of excess wine inventory will not take place on the
premises located at 731 Lexington Ave., New York, New York.

Any unsold wine at the June 21, 2017 live auction and July 1, 2017
online auction ("Auction") will be returned to the Debtor's
possession, and notwithstanding sections 5 and 13 of the
Consignment Agreement, should the Debtor wish to sell unsold and/or
additional wine, the Debtor will submit a notice of presentment of
an order on not less than seven days' notice, which notice will
include a schedule of wine to be sold and the reserve price for
each bottle.

Promptly following the Debtor's receipt of the proceeds from the
Auction pursuant to the Consignment Agreement, the Debtor will
remit the proceeds of the Auction to its creditors that have valid
postpetition obligations that are due and owing, including, but not
limited to, 731 Commercial LLC, the Debtor's landlord, who as of
the date of the Order, the Debtor acknowledges has valid and
allowed postpetition obligations that are due and owing in an
amount in excess of $135,572, and to the extent there are any
remaining proceeds following such remittance, such proceeds will be
segregated and held by the Debtor to be used exclusively for
payment of the Debtor's ongoing postpetition obligations, or any
other claims by order of the Court.

Any insiders of the Debtor will not purchase any wine, benefit
from, or otherwise participate in any manner, including through any
agents or representatives, in any auction to be conducted with
respect to the wine owned by the Debtor.

Prior to the Debtor withdrawing or removing any wine from the
Auction, the Debtor will notify counsel for 731 Commercial and the
Office of the United States Trustee describing the wine withdrawn
or removed.

A copy of the excess wine inventory attached to the Motion is
available for free at:

     http://bankrupt.com/misc/NYLC_LLC_34_Sales.pdf

                        About NYLC

NYLC, LLC, sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
17-10722) on March 24, 2017.  The Debtor estimated assets in the
range of $100,001 to $500,000 and $501,000 to $1 million in debt.
The Debtor tapped Arnold Mitchell Greene, Esq., at Robinson Brog
Leinwand Greene as counsel.  The petition was signed by Marco
Maccioni, managing member.


OASIS PETROLEUM: Egan-Jones Hikes Commercial Paper Ratings to B
---------------------------------------------------------------
Egan-Jones Ratings, on April 26, 2017, raised the local currency
and foreign currency ratings on commercial paper issued by Oasis
Petroleum Inc. to B from C.

Oasis Petroleum Inc., headquartered in Houston, Texas, is an
independent E&P company with operations focused on Williston Basin
in North Dakota and Montana.



OCONEE REGIONAL: Authorized to Pay Prepetition Patient Refunds
--------------------------------------------------------------
U.S. Bankruptcy Judge Austin E. Carter for the Middle District of
Georgia authorized Oconee Regional Health Systems, Inc. and its
Debtor-affiliates to pay and continue paying pre-petition refunds
to patients in the ordinary course of business.

However, the Debtors are required to provide first written notice
to the counsel of the Bond Trustee and any official committee
appointed in these cases, in the event that the Debtors seek to
issue a refund of more than $1,000 to any one patient, or a series
of refunds that collectively exceed $1,000 to any one patient.

The Debtors are authorized to continue paying refunds to patients,
including where:

     (a) a Patient pays upon receipt of services and the Debtors
are later reimbursed by such patient's insurance provider;

     (b) a Patient overpays a deductible or co-payment;

     (c) a Patient receives financial assistance for services but
has already paid for a portion of the services received; or

     (d) any other circumstances that may arise in which the
Debtors have customarily made a refund to a patient.

The Debtors are also allowed to reimburse a patient that has
suffered any actual monetary penalty or charge due to the
inadvertent dishonor of any check of the Debtors on account of any
refund. In addition, the Debtors' banks and financial institutions
are authorized to honor and pay any checks issued, and to make
other transfers, in respect of the refunds.

A full-text copy of the Order, dated May 16, 2017, is available at
https://is.gd/a2vqpc


                        About Oconee Regional

Oconee Regional Medical Center (ORMC) is located in Milledgeville
near the geographic center of Georgia, providing advanced
healthcare technologies to the 90,000 residents living in the seven
surrounding counties.

The hospital offers a wide range of medical services -- from
specialized treatment centers for cancer and wound care -- to
advanced imaging technologies that include digital mammography and
high-speed CT scanning.  In addition to its 24/7 Emergency
Department, the hospital also offers a number of outpatient
treatment programs, same-day surgery, health education programs,
and a state-of-the-art laboratory for diagnostic testing.  For
inpatient treatment, the hospital is licensed for 140 acute care
beds and for 15 beds in its Skilled Nursing Unit, which serves
patients requiring extended care.

ORMC's roots date back to March 1957, when it opened as Baldwin
County Hospital.  In the 1990s, the hospital's name was officially
changed to Oconee Regional Medical Center and Oconee Regional
Health Systems, Inc. was formed as a non-profit 501(c)(3)
organization to serve as a holding company to operate the hospital.
Today, the system also encompasses a number of other healthcare
subsidiaries, including Jasper Health Services which operates
Jasper Memorial Hospital and The Retreat Nursing Home, both located
in Monticello, Georgia.

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

Oconee Regional Health Systems, Inc. and its affiliates: Oconee
Regional Medical Center, Inc.; Oconee Regional Health Services,
Inc.; Oconee Regional Emergency Medical Services, Inc.; Oconee
Regional Health Ventures, Inc. d/b/a Oconee; Oconee Internal
Medicine, LLC; and Oconee Orthopedics, LLC filed separate Chapter
11 petitions (Bankr. M.D. Ga. Case Nos. 17-51005 through 17-51011),
on May 10, 2017, disclosing assets of less than $50,000 and
liabilities ranging from $10 million to $50 million.

ORHV Sandersville Family Practice, LLC and Oconee Regional Senior
Living, Inc. also filed their respective Chapter 11 petitions
(Bankr. M.D. Ga. Case Nos. 17-51012 and 17-51013, respectively) on
May 11, 2017, disclosing assets of less than $50,000 and
liabilities ranging from $100,000 to $500,000.

The petitions were signed by Steven M. Johnson, interim chief
executive officer.

The Debtor are represented by Mark I. Duedall, Esq. and Leah
Fiorenza McNeill, Esq. at Bryan Cave LLP in its bankruptcy case;
and by James-Bates-Brannan-Groover-LLP as its special counsel.
Houlihan Lokey is the Debtors' investment banker; and Grant
Thornton as its financial advisor.


OIL PATCH TRANSPORTATION: Wants Approval to Use Cash Collateral
---------------------------------------------------------------
Oil Patch Transportation Inc. seeks authorization from the U.S.
Bankruptcy Court for the Southern District of Texas to use cash
collateral on an emergency basis to prevent irreparable harm to its
bankruptcy estate.

The Debtor contends that it must use cash collateral in order
operate its business and make purchases, otherwise, if it is not
allowed immediate use of cash, the estate will be irreparably
harmed.  The proposed Budget shows the Debtor's uses of the cash
collateral, in the aggregate sum of $92,506, through May 31, 2017.
Such cash use includes the purchase fuel on a COD, utilities,
repairs, maintenance, office expenses, payroll and paying owner
operators.

The Debtor proposes to grant all lenders, with a security interest
in the cash to be used, replacement liens to the extent of their
priority, validity and extent as of the Petition Date.  The Debtor
believes that only these secured creditors have perfected claims on
the Debtor's assets:

      (a) Advantage Group, claims interest in all personal
property;

      (b) Classic Bank, claims interest in specified rolling
stock;

      (c) Rapid Capital Finance LLC, claims interest in all
personal property and asserts an ownership in certain receivables;

      (d) Forward Financing; asserts an ownership in certain
receivables;

      (e) Gulf Coast Bank and Trust Company, claims interest in all
personal property and asserts an ownership in certain receivables;

      (f) Signature Business Leasing, claims interest in specified
rolling stock;

      (g) Stearns Bank, claims interest in specified rolling
stock;

      (h) Sun Trust Equipment, claims interest in specified rolling
stock; and

      (i) Wells Fargo, claims interest in specified rolling stock.

A full-text copy of the Debtor's Motion, dated May 16, 2017, is
available at https://is.gd/quzY9u

A copy of the Debtor's Budget is available at https://is.gd/S7PHlE


                     About Oil Patch Transportation

Oil Patch Transportation is a small business debtor as defined in
11 U.S.C. Section 101(51D).  It was founded in 2006 and is engaged
in the business of arranging transportation of freight and cargo.
The Debtor serves the oil and gas industry in Brazoria County,
Texas and the surrounding counties. The Debtor operates on a fiscal
year of July through June. Gross income for fiscal year 2015 was
$9,609,160, and for 2016, it was $4,998,418.

Oil Patch Transportation, Inc. filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 17-80152), on May 16, 2017.  Robert Smith,
president, signed the petition.
At the time of filing, the Debtor had $2.87 million in total assets
and $2.48 million in total liabilities.

The case is assigned to Judge Marvin Isgur.

The Debtor is represented by Alan Sanford Gerger, Esq. at the
Gerger Law Firm, PLLC.  


OL FRESH LLC: Has Interim OK to Continue Cash Use Through July 12
-----------------------------------------------------------------
Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District
of Massachusetts, upon the filing of an Assented Motion of OL
Fresh, LLC and Peoples United Bank, extended and amended the
existing Cash Collateral Order, allowing the Debtor to use cash
collateral for an additional 60 days from May 16, 2017 through July
16, 2017.

The Court has previously granted the Debtor use of cash collateral
through May 16, 2017, however, the Debtor requires the continued
use of cash collateral in order to continue its operations during
the course of these proceedings.

Peoples United Bank is granted a replacement lien in and to all
property of the kind presently securing the Debtor's obligations to
Peoples United Bank, but only to the extent of the validity,
perfection, priority, sufficiency and enforceability of Peoples
United Bank's pre-petition security interests and not more than any
post-petition diminution of the value of Peoples United Bank's
interests in such property.

As additional protection of Peoples United Bank's interest in its
collateral, the Debtor will pay Peoples United Bank the amount of
$1,255 each month. However, Peoples United Bank will not apply the
payment to interest or principal, pending further Order of the
Court.

In addition, the Debtor is directed, among other things, to:

     (a) continue to insure all its assets and to name Peoples
United Bank as loss payee consistent with any  pre-petition
practice;

     (b) not to diminish the position of Peoples United Bank;

     (c) maintain all assets consistent with its pre-petition
practice;

     (d) supply Peoples United Bank with all of the operating
statements filed with the U.S. Trustee and such other financial
information as reasonably requested by Peoples United Bank; and

     (e) submit a monthly budget projection demonstrating how the
cash collateral will be utilized and a comparison of the previously
submitted budget to the Debtor's actual use of cash collateral
through July 15, 2017, prior to the hearing.

A continued hearing on the Debtor's use of cash collateral will be
held on July 12, 2017 at 10:30 a.m.

A full-text copy of the Order, dated May 16, 2017, is available at

https://is.gd/PAgfTB

                    About OL Fresh, LLC

OL Fresh, LLC, filed a Chapter 11 petition (Bankr. D. Mass. Case
No. 17-10994) on March 23, 2017.  The petition was signed by James
W. Amatucci, Managing Member.  At the time of filing, the Debtor
had $30,400 in total assets and $298,003 in total liabilities.  The
Debtor is represented by Timothy M. Mauser, Esq.  The case is
assigned to Judge Joan N. Feeney.


OLIVE BRANCH: First Amended Disclosure Statement Filed
------------------------------------------------------
Olive Branch Real Estate Development LLC filed with the U.S.
Bankruptcy Court in New Hampshire its latest disclosure statement,
which explains its proposed Chapter 11 plan of reorganization.

In its latest disclosure statement, Olive Branch provided further
explanations how unsecured creditors would be adversely affected if
the company were to undergo Chapter 7 liquidation.  

According to the company, funds in the amount of $57,274.54
generated from the sale of the company's real estate in Plymouth,
New Hampshire, would be depleted by a liquidation and reduce any
dividend to unsecured below the 100% anticipated by the plan.

With confirmation of the plan, unsecured creditors would receive
their dividend payment of 100% of their claim, plus interest within
30 days of confirmation.  

Through a Chapter 7 liquidation, although creditors would receive a
100% dividend payment with the cash on hand, they would not receive
interest on their claim and their dividend payment in full within
30 days of conversion, Olive Branch said in latest  disclosure
statement.

A copy of the first amended disclosure statement is available for
free at https://is.gd/mZW2D0

           About Olive Branch Real Estate Development

Olive Branch Real Estate Development, LLC, is a real estate
development company with a principal address of 832 Route 3, Unit
#1, Holderness, New Hampshire.  It is owned and operated by Gerard
M. Healey.  The business has been in operation since 2011.

The Debtor filed a Chapter 11 petition (Bankr. D.N.H. Case No.
16-11444) on Oct. 13, 2016.  The petition was signed by Gerard M.
Healey, managing member.  At the time of filing, the Debtor
estimated assets of less than $50,000 and estimated liabilities of
less than $500,000.

The Debtor is represented by S. William Dahar II, Esq., at Victor
W. Dahar, P.A.  

On March 30, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.


OMNICOMM SYSTEMS: Posts $74,000 Net Income for First Quarter
------------------------------------------------------------
OmniComm Systems, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $73,974 on $5.73 million of total revenues for the three months
ended March 31, 2017, compared to a net loss of $876,960 on $5.15
million of total revenues for the three months ended March 31,
2016.

As of March 31, 2017, Ominicomm had $7.08 million in total assets,
$28.05 million in total liabilities and a total shareholders'
deficit of $20.96 million.

On March 18, 2013, the Company entered into a $2,000,000 revolving
Line of Credit with The Northern Trust Company guaranteed by the
Company's Chief Executive Officer and Director, Cornelis F. Wit.
Mr. Wit receives 2.0% interest (approximately $9,500 per month)
from the Company on the assets pledged for the Line of Credit.  On
Dec. 18, 2013, the Company renewed the Line of Credit and increased
the available balance to $4,000,000.  On Feb. 3, 2015, the Company
renewed the Line of Credit and increased the available balance to
$5,000,000.  On April 7, 2017, the Company renewed the Line of
Credit.  The Line of Credit currently matures on April 7, 2020, and
carries a variable interest rate based on the prime rate.  At March
31, 2017, $2,700,000 was outstanding on the Line of Credit at an
interest rate of 3.0%.

"Our primary sources of working capital are funds from operations
and borrowings under our revolving Line of Credit.  In the event
that the Line of Credit is called for any reason, Mr. Wit has
pledged to replace the borrowing capacity under the Line of Credit
with a promissory note that utilizes the same maturity date and
interest rate as the Line of Credit.  

"To satisfy our capital requirements, we may seek additional
financing.  There can be no assurance that any such funding will be
available to us on favorable terms or at all.  If adequate funds
are not available when needed, we may be required to delay, scale
back or eliminate some or all of our research and product
development and marketing programs.  If we are successful in
obtaining additional financings, the terms of such financings may
have the effect of diluting or adversely affecting the holdings or
the rights of the holders of our securities or result in increased
interest expense in future periods."

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

                    https://is.gd/8JGHex

                   About OmniComm Systems

Ft. Lauderdale, Fla.-based OmniComm Systems, Inc. --
http://www.omnicomm.com/-- is a healthcare technology company that
provides Web-based electronic data capture ("EDC") solutions and
related value-added services to pharmaceutical and biotech
companies, clinical research organizations, and other clinical
trial sponsors principally located in the United States and
Europe.

OmniComm reported net income of $101,880 on $25.41 million of total
revenues for the year ended Dec. 31, 2016, compared with net income
of $2.58 million on $20.71 million of total revenues for the year
ended Dec. 31, 2015.


ON CALL FLAGGING: Strongstown's Wants Court to Terminate Cash Use
-----------------------------------------------------------------
Strongstown's B&K Enterprises, Inc., asks the U.S. Bankruptcy Court
for the Western District of Pennsylvania to terminate On Call
Flagging, Inc.'s usage of cash collateral.

SBK says that from inception, this case had little, if any,
going-concern business purpose.  The Debtor's business is
essentially shuttered and all hard assets were sold at an auction
in March 2017.  The remaining assets consist of the Debtor's
accounts receivable.  At the hearing on the Debtor's motion to
reconsider dismissal of the bankruptcy case, Debtor's counsel told
the Court that the President of the Debtor, Kathleen Jennings, was
the person best situated to recover the Debtor's accounts
receivable and that she was at the Debtor's office daily.  However,
counsel for SBK recently learned that the Ms. Jennings has a new
position at a homecare company and is no longer employed at the
Debtor, yet she continues receiving a salary from the Debtor in the
amount of $4,017.08 per month.

SBK claims that the Debtor's principal has been wholly
uncooperative and is not serving as a proper fiduciary to the
estate.  The Debtor has far exceeded its cash collateral budget for
the past four months, while the principal of the Debtor continues
to draw a salary of $4,017.08 per month for a job she is no longer
performing.

On Dec. 1, 2016, the Court entered an order granting the Debtor use
of cash collateral on a final basis.  In order for the Debtor to
operate its business using cash collateral, the Debtor must prove
that SBK's security interest in the cash collateral is adequately
protected.  The Debtor must demonstrate that the adequate
protection is completely compensatory and will provide SBK with the
most certain and most indubitable equivalent of its cash
collateral.  SBK says that the Debtor has made no effort to ensure
that SBK's collateral, including cash collateral, is adequately
protected.  Instead, the Debtor has ignored the requirements of the
U.S. Bankruptcy Code and the cash collateral budget.  The Debtor's
continued usage of SBK's cash collateral without either court
approval or the consent of SBK puts SBK's security at risk and SBK
is not adequately protected.
SBK is represented by:

     William C. Price, Esq.
     Elizabeth L. Slaby, Esq.
     CLARK HILL PLC
     One Oxford Centre
     301 Grant Street, 14th Floor
     Pittsburgh, PA 15219-1425
     Tel: (412) 394-2486
     Fax: (412) 394-2555
     E-mail: wprice@clarkhill.com
             bslaby@clarkhill.com

                   About On Call Flagging

On Call Flagging, Inc., based in Belsano, PA, filed a Chapter 11
petition (Bankr. M.D. Pa. Case No. 16-70758) on Nov. 2, 2016.  The
petition was signed by Kathleen Jennings, president.  The Debtor
estimated $1 million to $10 million in assets and liabilities.

Judge Jeffery A. Deller presides over the case.  

James R. Walsh, at Spence Custer Saylor Wolfe & Rose, LLC, serves
as bankruptcy counsel to the Debtor.

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


PAAN PROPERTIES: Seeks to Hire Karapelou Law as Counsel
-------------------------------------------------------
Paan Properties, LLC, seeks authority from the US Bankruptcy Court
for the Eastern District of Pennsylvania to employ the Law Offices
of Dimitri L. Karapelou, LLC as counsel.

The Counsel will:

     (a) give the Debtor legal advice with respect to its duties
and powers in this case;

     (b) prepare all papers and legal documents required to be
filed in connection with this bankruptcy proceeding;

     (c) negotiate with all creditors;

     (d) pursue existing litigation;

     (e) assist the Debtor in its investigation of the acts,
conduct, assets, liabilities and financial condition of the Debtor,
the operation of the Debtor's business and the desirability of the
continuance of such business, and any other matter relevant to the
case or the formation of a plan;

     (f) participate with the Debtor in the formulation of a
reorganization plan; and

     (g) perform such other legal services as may be required and
in the interest of creditors.

Dimitri L. Karapelou, Esq. attests that the Firm is a
"disinterested person" pursuant to 11 U.S.C. Sec. 101(14).

Pre-petition fees and the chapter 11 filing fee were drawn against
the $7,000 Retainer on May 3, 2017 prior to the case filing. A
balance of approximately $4,645.50 remains in the Debtor's client
trust account. The balance of the retainer will be applied to
future fees and expenses upon approval of this Court. No portion of
the Retainer was applied by Law Offices of Dimitri L. Karapelou,
LLC to outstanding invoices sent to the Debtor prior to the firm's
receipt of the retainer. Mr. Karapelou's charges $375 per hour of
service.

The Firm can be reached through:

     Dimitri L. Karapelou, Esqu.
     LAW OFFICES OF DIMITRI L. KARAPELOU, LLC
     Two Penn Center
     1500 John F. Kennedy Boulevard, Suite 920
     Philadelphia, PA 19102
     Tel: (215) 391-4312
     Fax: (215) 701-8707
     Email: dkarapelou@karapeloulaw.com

                                About Paan Properties, LLC

Based in Chester, Pennsylvania, Paan Properties, LLC filed a
Chapter 11 petition (Bankr. E.D. Pa. Case No. 17-13190) on May 3,
2017.  Paan Properties is a Single Asset Real Estate debtor.  The
Law Offices of Dimitri L. Karapelou, LLC represents the Debtor as
counsel.  The Debtor listed under $1 million in both assets and
liabilities.


PARAGON OFFSHORE: Files Application for Administration in UK
------------------------------------------------------------
Paragon Offshore plc  on May 17 disclosed that the company's board
of directors filed an application with the High Court of Justice,
Chancery Division, Companies Court of England and Wales (the
"English Court") for the appointment of two partners of Deloitte
LLP to serve as joint administrators of the company ("Proposed
Administrators" and, upon their appointment by the English Court,
the "Administrators") in the United Kingdom under paragraph
12(1)(b) of Schedule B1 to the Insolvency Act 1986 (the
"Application").  A hearing on the Application is expected to be
scheduled shortly in London at the English Court.

Paragon's decision to apply for the appointment of the Proposed
Administrators is a necessary component of the consensual plan of
reorganization (the "Consensual Plan") under chapter 11 of the
United States Bankruptcy Code that the company announced on May 2,
2017.  Under the Consensual Plan, Paragon's existing equity will be
deemed worthless and the company's secured creditors and unsecured
bondholders will receive equity in a new reorganized parent
company.

"We believe that the appointment of administrators is an important
positive step forward in Paragon's restructuring process," said
Dean E. Taylor, Paragon's President and Chief Executive Officer.
"In connection with their support of the Consensual Plan, which
contemplates the appointment of the Proposed Administrators, the ad
hoc committee of term lenders, the steering committee of revolving
lenders, and our unsecured creditors' committee each also support
the Application.  Our Consensual Plan will eliminate more than $2.4
billion of existing debt and allow us to emerge from chapter 11 as
a stronger, better positioned company capable of managing the
challenges of this difficult environment.  If the Application is
approved by the English Court, the next milestone will be our
confirmation hearing, scheduled to commence June 7, 2017 in
Delaware, following which, if confirmed, we expect to emerge from
chapter 11 in July."

Under administration, Paragon will continue to conduct business in
its normal course.  Drilling contracts will continue and vendors
and employees will continue to be paid.  The Administrators will
assume all powers to manage the affairs of the company; however,
Paragon's existing board has agreed to remain involved in an
advisory capacity to the Administrators until the company emerges
from chapter 11, and the existing executive management team will
remain responsible for the operational management of the Paragon
group.

Additional Information

Details of the Consensual Plan can be found in the Current Report
on Form 8-K filed by the company with the U.S. Securities and
Exchange Commission (the "SEC") on May 3, 2017.  Additional
information will be available on Paragon's website at
http://www.paragonoffshore.com/or by calling Paragon's
Restructuring Hotline at 1-888-369-8935.

The Application is scheduled to be heard by the English Court on
May 23, 2017 at the Companies Court, The Rolls Building, 7 Rolls
Building, Fetter Lane, London, EC4A 1NL.  The hearing of the
Application may be adjourned or continued from time to time by the
English Court.  Further details of the Application (including
details of the time set for the hearing of the Application in the
English Court, and copies of certain documents filed with the
English Court) will be available on the U.K. Administration tab of
the company's chapter 11 website hosted by KCC at
www.kccllc.net/paragon.

Weil, Gotshal & Manges LLP is serving as legal counsel to Paragon
and Lazard is serving as financial advisor.  Paul, Weiss, Rifkind,
Wharton & Garrison LLP is serving as legal counsel to the
Creditors' Committee and Ducera Partners LCC is serving as
financial advisor.  Simpson Thacher & Bartlett LLP is serving as
legal counsel to the Revolver Agent and PJT Partners is serving as
financial advisor.  Freshfields Bruckhaus Deringer LLP is serving
as legal counsel to the Term Loan Agent and FTI Consulting, Inc. is
serving as financial advisor.

                     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: Files Application for Administration in UK
------------------------------------------------------------
The board of directors of Paragon Offshore plc filed on May 17,
2017, an administration application with the High Court of Justice,
Chancery Division, Companies Court of England and Wales seeking the
appointment by order of the English Court of:

Neville Barry Kahn (insolvency practitioner number 8690)
David Philip Soden (insolvency practitioner number 15790)
Deloitte LLP
Athene Place
66 Shoe Lane
London, EC4A 3BQ

as proposed joint administrators of the Company.

The hearing to consider the Proposed Appointment will take place on
May 23, 2017, at the Companies Court, The Rolls Building, 7 Rolls
Building, Fetter Lane, London, EC4A 1NL/

The Administration Hearing may be adjourned or continued from time
to time by the English Court.

Details of the timing of the Administration Hearing, including any
adjournments or other changes, are available at:

  http://www.justice.gov.uk/courts/court-lists/list-cause-rolls

Upon appointment by the English Court, the Proposed Administrators
will assume all powers to manage the business and affairs of the
Company; however, the Company's existing board of directors has
agreed to remain involved in an advisory capacity to the Proposed
Administrators until the Company emerges from its insolvency
proceedings under chapter 11 of the United States Bankruptcy Code,
and the existing executive management team will remain responsible
for the operational management of the Company and its subsidiaries.


Paragon Offshore said in a press statement its decision to apply
for the appointment of the Proposed Administrators is a necessary
component of the consensual plan of reorganization under chapter 11
of the United States Bankruptcy Code that the company announced on
May 2, 2017.  Under the Consensual Plan, Paragon's existing equity
will be deemed worthless and the company's secured creditors and
unsecured bondholders will receive equity in a new reorganized
parent company.

"We believe that the appointment of administrators is an important
positive step forward in Paragon's restructuring process," said
Dean E. Taylor, Paragon's President and Chief Executive Officer.
"In connection with their support of the Consensual Plan, which
contemplates the appointment of the Proposed Administrators, the ad
hoc committee of term lenders, the steering committee of revolving
lenders, and our unsecured creditors' committee each also support
the Application. Our Consensual Plan will eliminate more than $2.4
billion of existing debt and allow us to emerge from chapter 11 as
a stronger, better positioned company capable of managing the
challenges of this difficult environment.  If the Application is
approved by the English Court, the next milestone will be our
confirmation hearing, scheduled to commence June 7, 2017 in
Delaware, following which, if confirmed, we expect to emerge from
chapter 11 in July."

Under administration, Paragon will continue to conduct business in
its normal course.  Drilling contracts will continue and vendors
and employees will continue to be paid.  The Administrators will
assume all powers to manage the affairs of the company; however,
Paragon's existing board has agreed to remain involved in an
advisory capacity to the Administrators until the company emerges
from chapter 11, and the existing executive management team will
remain responsible for the operational management of the Paragon
group.

As reported by the Troubled Company Reporter, 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

The Application is scheduled to be heard by the English Court on
May 23, 2017 at the Companies Court, The Rolls Building, 7 Rolls
Building, Fetter Lane, London, EC4A 1NL. The hearing of the
Application may be adjourned or continued from time to time by the
English Court.

                       About Paragon Offshore

Houston, Texas-based 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.  PJT Partners serves as its financial advisor.  

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.

Freshfields Bruckhaus Deringer LLP serves as legal counsel to the
Term Loan Agent and FTI Consulting, Inc. serves as its financial
advisor.

                           *     *     *

On April 19, 2016, the Bankruptcy Court approved the Company's
disclosure statement and certain amendments to the Original Plan.
Effective August 5, the Company entered into an amendment to the
plan support agreement with the lenders under its Revolving Credit
Agreement and lenders holding approximately 69% in principal amount
of its Senior Notes. The PSA Amendment supported certain revisions
to the Original Plan. On August 15, 2016, the Debtors filed the
amended Original Plan and a supplemental disclosure statement with
the Bankruptcy Court.

By oral ruling on October 28, 2016, and by written order dated
November 15, the Bankruptcy Court denied confirmation of the
Debtors' amended Original Plan. Consequently, on November 29, the
Noteholder Group terminated the PSA effective as of December 2,
2016.

On January 18, 2017, the Company announced that it reached
agreement in principle with a steering committee of lenders under
the Revolving Credit Agreement and an ad hoc committee of lenders
under its Term Loan Agreement to support a new chapter 11 plan of
reorganization for the Debtors.  On February 7, the Company filed
the New Plan and related disclosure statement with the Bankruptcy
Court.  The New Plan provides for, among other things, the (i)
elimination of approximately $2.4 billion of the Company's existing
debt in exchange for a combination of cash, debt and new equity to
be issued under the New Plan; (ii) allocation to the Revolver
Lenders and lenders under its Term Loan Agreement of new senior
first lien debt in the original aggregate principal amount of $85
million maturing in 2022; (iii) projected distribution to the
Secured Lenders of approximately $418 million in cash, subject to
adjustment on account of claims reserves and working capital and
other adjustments at the time of the Company's emergence from the
Bankruptcy cases, and an estimated 58% of the new equity of the
reorganized company; (iv) projected distribution to holders of the
Company's Senior Notes of approximately $47 million in cash,
subject to adjustment on account of claims reserves and working
capital and other adjustments at the time of the Company's
emergence from the Bankruptcy cases, and an estimated 42% of the
new equity of the reorganized company; and (v) commencement of an
administration of the Company in the United Kingdom to, among other
things, implement a sale of all or substantially all of the assets
of the Company to a new holding company to be formed, which
administration may be effected on or prior to effectiveness of the
New Plan.

On April 21, 2017, following further discussions with the Secured
Lenders, the Company filed an amendment to the New Plan and a
related disclosure statement with the Bankruptcy Court. This
amendment makes certain modifications to the New Plan, among other
changes, to: (i) no longer seek approval of the Noble Settlement
Agreement; (ii) provide for a combined class of general unsecured
creditors, including the Company's 6.75% senior unsecured notes
maturing July 2022 and 7.25% senior unsecured notes maturing August
2024; and (iii) provide for the post-emergence wind-down of certain
of the Debtors' dormant subsidiaries and discontinued businesses.

On May 2, 2017, as a result of a successful court-ordered mediation
process with representatives of the Secured Lenders and the
Bondholders, the Company filed additional amendments to the New
Plan and a related disclosure statement with the Bankruptcy Court.
The Consensual Plan resolves the objections previously raised by
the Bondholders to the New Plan.

Under the Consensual Plan, approximately $2.4 billion of previously
existing debt will be eliminated in exchange for a combination of
cash and to-be-issued new equity. If confirmed, the Secured Lenders
will receive their pro rata share of $410 million in cash and 50%
of the new, to-be-issued common equity, subject to dilution. The
Bondholders will receive $105 million in cash and an estimated 50%
of the new, to-be-issued common equity, subject to dilution. The
Secured Lenders and Bondholders will each appoint three members of
a new board of directors to be constituted upon emergence of the
Company from bankruptcy and will agree on a candidate for Chief
Executive Officer who will serve as the seventh member of the board
of directors of the Company.

Certain other elements of the New Plan remain unchanged in the
Consensual Plan, including that: (i) the Secured Lenders shall be
allocated new senior secured first lien debt in the original
aggregate principal amount of $85 million maturing in 2022, (ii)
the Company shall commence an administration proceeding in the
United Kingdom, and (iii) the Company's current shareholders are
not expected to have any recovery under the Consensual Plan.

Both the U.S. Trustee and the Bankruptcy Court have declined to
appoint an equity committee in the Bankruptcy cases. The Consensual
Plan will be subject to usual and customary conditions to plan
confirmation, including obtaining the requisite vote of creditors
and approval of the Bankruptcy Court.


PARAGON OFFSHORE: Posts $70 Million Net Loss in Q1 2017
-------------------------------------------------------
Paragon Offshore plc posted a net loss of $70,416,000 for the three
months ended March 31, 2017, wider from a net loss of $5,210,000
for the same period in 2016, according to its latest Form 10-Q
report filed with the U.S. Securities and Exchange Commission.

The Company reported operating revenues of $57,443,000 for the 2017
first quarter compared to $265,120,000 for the same period last
year.

At March 31, 2017, the Company had total assets of $1,797,494,000
against total liabilities of $2,699,016,000 and total shareholders'
deficit of $901,522,000.

In a press statement, Paragon said results for the first quarter of
2017 included a $0.4 million, or less than $0.01 per share,
non-cash asset impairment charge related to the pending sale of the
jackup Paragon B153 for use as a mobile offshore producing unit.
Excluding this charge, Paragon's adjusted net loss for the first
quarter of 2017 was $70.0 million, or a loss of $0.79 per diluted
share.

Adjusted EBITDA is defined as net income (loss) before taxes, plus
interest expense, depreciation, losses on impairments, foreign
currency losses, and reorganization items, less gains on the sale
of assets, interest income, and foreign currency gains. For the
first quarter of 2017, adjusted EBITDA was negative $2.5 million,
compared to negative $21.4 million in the fourth quarter of 2016.

Total revenues for the first quarter of 2017 were $57.4 million
compared to $61.0 million in the fourth quarter of 2016. Paragon
reported that utilization for its marketed rig fleet, which
excludes available days related to rigs that were stacked and not
marketed during the quarter, declined to 21 percent for the first
quarter of 2017 compared to 22 percent for the fourth quarter of
2016. Average daily revenues increased one percent in the first
quarter of 2017 to $87,000 per day compared to the previous quarter
average of $86,000 per day. Contract drilling services costs
declined 30 percent in the first quarter of 2017 to $49.6 million
compared to $71.3 million in the fourth quarter of 2016.

General and administrative costs for the first quarter of 2017
totaled $8.7 million compared to $10.1 million for the fourth
quarter of 2016. Reorganization costs totaled $18.5 million in the
first quarter of 2017 compared to $14.1 million in the fourth
quarter of 2016.

Net cash used in operating activities was $36.0 million in the
first quarter of 2017 as compared to net cash provided by operating
activities of $8.7 million for the fourth quarter of 2016. Cash
used for capital expenditures in the first quarter of 2017 totaled
$3.5 million including changes in accrued capital expenditures and
$7.0 million for the fourth quarter of 2016 including changes in
accrued capital expenditures. At March 31, 2017, liquidity, defined
as cash and cash equivalents, excluding restricted cash, totaled
$832.6 million.

A copy of the Company's Form 10-Q report is available at
https://is.gd/0GVLG8

A copy of the Company's earnings release is available at
https://is.gd/7CWCr3

                        Consensual Plan

As reported by the Troubled Company Reporter, the Bankruptcy Court
on April 19, 2016, approved the Company's disclosure statement and
certain amendments to the Original Plan.  Effective August 5, the
Company entered into an amendment to the plan support agreement
with the lenders under its Revolving Credit Agreement and lenders
holding approximately 69% in principal amount of its Senior Notes.
The PSA Amendment supported certain revisions to the Original Plan.
On August 15, the Debtors filed the amended Original Plan and a
supplemental disclosure statement with the Bankruptcy Court.

By oral ruling on October 28, 2016, and by written order dated
November 15, the Bankruptcy Court denied confirmation of the
Debtors' amended Original Plan. Consequently, on November 29, the
Noteholder Group terminated the PSA effective as of December 2,
2016.

On January 18, 2017, the Company announced that it reached
agreement in principle with a steering committee of lenders under
the Revolving Credit Agreement and an ad hoc committee of lenders
under its Term Loan Agreement to support a new chapter 11 plan of
reorganization for the Debtors.  On February 7, the Company filed
the New Plan and related disclosure statement with the Bankruptcy
Court.  The New Plan provides for, among other things, the (i)
elimination of approximately $2.4 billion of the Company's existing
debt in exchange for a combination of cash, debt and new equity to
be issued under the New Plan; (ii) allocation to the Revolver
Lenders and lenders under its Term Loan Agreement of new senior
first lien debt in the original aggregate principal amount of $85
million maturing in 2022; (iii) projected distribution to the
Secured Lenders of approximately $418 million in cash, subject to
adjustment on account of claims reserves and working capital and
other adjustments at the time of the Company's emergence from the
Bankruptcy cases, and an estimated 58% of the new equity of the
reorganized company; (iv) projected distribution to holders of the
Company's Senior Notes of approximately $47 million in cash,
subject to adjustment on account of claims reserves and working
capital and other adjustments at the time of the Company's
emergence from the Bankruptcy cases, and an estimated 42% of the
new equity of the reorganized company; and (v) commencement of an
administration of the Company in the United Kingdom to, among other
things, implement a sale of all or substantially all of the assets
of the Company to a new holding company to be formed, which
administration may be effected on or prior to effectiveness of the
New Plan.

On April 21, 2017, following further discussions with the Secured
Lenders, the Company filed an amendment to the New Plan and a
related disclosure statement with the Bankruptcy Court. This
amendment makes certain modifications to the New Plan, among other
changes, to: (i) no longer seek approval of the Noble Settlement
Agreement; (ii) provide for a combined class of general unsecured
creditors, including the Company's 6.75% senior unsecured notes
maturing July 2022 and 7.25% senior unsecured notes maturing August
2024; and (iii) provide for the post-emergence wind-down of certain
of the Debtors' dormant subsidiaries and discontinued businesses.

On May 2, 2017, the Company announced that as a result of
successful court-ordered mediation process, a steering committee of
holders of Paragon's Senior Secured Term Loan maturing July 2021, a
steering committee of certain lenders under Paragon's Senior
Secured Revolving Credit Agreement maturing July 2019, and the
Official Committee of Unsecured Creditors, representing all of the
company's unsecured creditors including the holders of Paragon's
6.75% senior unsecured notes maturing July 2022 and 7.25% senior
unsecured notes maturing August 2024, have reached agreement in
principle to support a revised consensual plan of reorganization.
The Consensual Plan resolves the objections raised by the
Creditors' Committee to the Third Joint Plan of Reorganization
filed by Paragon on February 7, 2017 and the Fourth Joint Plan of
Reorganization filed on April 21, 2017.

Under the Consensual Plan, as with the previous plan, approximately
$2.4 billion of previously existing debt will be eliminated in
exchange for a combination of cash and to-be-issued new equity.
The current debt consists of:

     * An aggregate principal amount of approximately
       $642 million related to claims by the Term Lenders;

     * An aggregate principal amount of approximately
       $756 million related to claims by the Revolver Lenders;
       and

     * An aggregate principal amount of approximately
       $1.0 billion related to claims by the Noteholders.

If confirmed, the Secured Lenders will receive their pro rata share
of $410 million in cash and 50% of the new, to-be-issued common
equity, subject to dilution.

The Bondholders will receive $105 million in cash and an estimated
50% of the new, to-be-issued common equity, subject to dilution.

The Secured Lenders and Bondholders will each appoint three members
of a new board of directors to be constituted upon emergence of the
Company from bankruptcy and will agree on a candidate for Chief
Executive Officer who will serve as the seventh member of the board
of directors of the Company.

Certain other elements of the New Plan remain unchanged in the
Consensual Plan, including that: (i) the Secured Lenders shall be
allocated new senior secured first lien debt in the original
aggregate principal amount of $85 million maturing in 2022, (ii)
the Company shall commence an administration proceeding in the
United Kingdom, and (iii) the Company's current shareholders are
not expected to have any recovery under the Consensual Plan.

Under the Fourth Plan, Paragon agreed to abandon the previously
disclosed settlement agreement between Paragon and Noble
Corporation (NYSE: NE) and, on April 21, 2017, Noble formally
terminated the Noble Settlement.  See https://is.gd/GnqbS4

Paragon believes its Consensual Plan will allow the company to
forgo the tax bonding support that would have been provided under
the Noble Settlement.  By abandoning the Noble Settlement,
Paragon's creditors are empowered to pursue litigation against
Noble through the establishment of a litigation trust.  Paragon
will fund the Litigation Trust with a loan of up to $10 million.
Under the Consensual Plan, the first $10 million of proceeds from
the litigation against Noble will be applied to repay the
Litigation Loan Amount, and any balance of the first $10 million of
proceeds will be shared 50%/50% between the Noteholders and Secured
Creditors.  Any amounts above the first $10 million of proceeds
will be split in a ratio of 75%/25% in favor of the Noteholders.

Under the Consensual Plan, the company expects to emerge from
chapter 11 with approximately $160 million in cash.  The company
identified additional cost savings during the mediation process and
is contributing these additional savings to the settlement.  The
largest component of these savings is the avoidance of significant
advisory and legal fees associated with a contested confirmation
hearing.   Other components of cost savings include both
operational and administrative changes and efficiencies that the
company expects to recognize. The company believes that the
available cash at emergence will provide adequate liquidity under
the Consensual Plan.

Both the U.S. Trustee and the Bankruptcy Court have declined to
appoint an equity committee in the Bankruptcy cases. The Consensual
Plan will be subject to usual and customary conditions to plan
confirmation, including obtaining the requisite vote of creditors
and approval of the Bankruptcy Court.

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

                       About Paragon Offshore

Houston, Texas-based 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.  PJT Partners serves as its financial advisor.  

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.

Freshfields Bruckhaus Deringer LLP serves as legal counsel to the
Term Loan Agent and FTI Consulting, Inc. serves as its financial
advisor.


PARAGON POOLS: Unsecureds to be Paid in Full Over 12 Months
-----------------------------------------------------------
Unsecured creditors of Paragon Pools will be paid in full under the
company's proposed plan to exit Chapter 11 protection.

Under the reorganization plan, each creditor holding an allowed
Class 3 general unsecured claim will receive payment in full
through 12 equal monthly installments.  

Paragon Pools estimates the monthly payment at $7,736.84 for total
payments of $92,842.07.  The company believes there are 15 general
unsecured creditors with claims totaling $92,842.07

Class 3 is impaired and general unsecured creditors are entitled to
vote to accept or reject the proposed plan.

Paragon Pools' monthly operating reports show that the company has
sufficient cash flow to make the payments required by the plan,
according to its disclosure statement filed on May 9 with the U.S.
Bankruptcy Court for the District of Nevada.

A copy of the disclosure statement is available for free at
https://is.gd/USp4hv

                       About Paragon Pools

Based in Las Vegas, Nevada, Paragon Pools Corporation is a licensed
and bonded contractor that designs and constructs inground custom
pools and spas for commercial and residential properties throughout
the Las Vegas Valley and surrounding areas. The Debtor was founded
in 2001 by Joseph M. Vassallo

The Debtor filed a Chapter 11 petition (Bankr. D. Nev. Case No.
16-16342) on Nov. 28, 2016.  The petition was signed by Joseph M.
Vassallo, president.  In its petition, the Debtor declared $23,554
in total assets and $1.57 million in total liabilities.  

Judge August B. Landis, presides over the case.  Ryan Andersen of
Andersen Law serves as bankruptcy counsel.

A copy of the Debtor's list of 19 largest unsecured creditors is
available for free at http://bankrupt.com/misc/nvb16-16342.pdf


PATHEON HOLDINGS: Moody's Puts B3 CFR on Review for Upgrade
-----------------------------------------------------------
Moody's Investors Service placed the ratings of Patheon Holdings I
B.V. ("Patheon", formerly known as DPx Holdings B.V.) on review for
upgrade, including the B3 Corporate Family Rating and B3-PD
Probability of Default Rating. The B2 senior secured credit
facility ratings and Caa2 unsecured notes ratings were also placed
on review for upgrade. Moody's also affirmed the Speculative Grade
Liquidity Rating of SGL-2 due to Patheon's significant revolver
availability and good cash balance.

These actions follow the announcement that Thermo Fisher
Scientific, Inc., will acquire Patheon N.V., Patheon's parent, for
$7.2 billion including debt. Thermo Fisher is a globally
diversified life sciences company. The acquisition of Patheon will
represent Thermo Fisher's entry into the contract development and
manufacturing organization (CDMO) market.

The acquisition, which is expected to be completed by 2017's end,
is subject to customary closing conditions, including regulatory
and shareholder approvals.

Ratings placed under review for upgrade (to be withdrawn upon
close):

Patheon Holdings I B.V. (f/k/a DPx Holdings B.V.)

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

Senior secured revolving credit facility expiring 2019 at B2 (LGD
3)

Senior secured term loans due 2024 at B2 (LGD 3)

Senior unsecured notes due 2022 at Caa2 (LGD 5)

Ratings assigned and placed under review for upgrade (to be
withdrawn upon close):

Patheon Holdings I B.V. (f/k/a DPx Holdings B.V.)

Senior secured revolving credit facility expiring 2022 at B2 (LGD
3)

Ratings affirmed (to be withdrawn upon close):

Patheon Holdings I B.V. (f/k/a DPx Holdings B.V.)

Speculative Grade Liquidity Rating at SGL-2

The outlook is under review.

RATINGS RATIONALE

The review for upgrade is based upon Moody's view that, should the
acquisition by Thermo Fisher be consummated, that Patheon will
become part of an enterprise with a stronger overall credit profile
than if it remains a standalone entity. The review will focus on
Thermo Fisher's treatment of Patheon's debt following the close of
the acquisition.

Should Thermo Fisher decide not to guarantee any Patheon debt
remaining outstanding after the close, or not to provide separate
financial statements for Patheon which would enable an independent
credit evaluation post-acquisition, Moody's will likely withdraw
the ratings on Patheon.

The B3 CFR (on review for upgrade) is constrained by Patheon's high
financial leverage and negative free cash flow. The rating also
reflects high execution risk associated with Patheon's aggressive
acquisition strategy. The company's earnings and cash flow are
volatile due to its significant fixed cost structure and the
capital intensiveness of its business. The rating also incorporates
Moody's concerns with broader challenges in the contract
manufacturing industry relating to pricing pressures and over
capacity in certain technology platforms.

The B3 CFR (on review for upgrade) is supported by Patheon's large
scale, strong production capabilities and high level of customer
and product diversification, which are all important
differentiating factors in the fragmented CDMO industry. The
ratings also reflects Moody's expectation that demand for contract
manufacturing services will continue to growth over the long-term.

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

Patheon Holdings I B.V. is a leading global provider of outsourced
pharmaceutical development and manufacturing services. Sales are
approximately $1.9 billion. JLL Partners Inc. and Royal DSM N.V.
(A3 negative) own more than 70% of the company.


PAWN AMERICA: Committee Taps Foley & Mansfield as Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Pawn America
Minnesota LLC seeks authority from the US Bankruptcy Court for the
District of Minnesota to retain Foley & Mansfield, PLLP as
counsel.

The services Foley & Mansfield will provide are:

     a. consult with the Debtor regarding the administration of the
case;

     b. investigate the acts, conduct, assets, liabilities and
financial conditions of the Debtor, the operation of the Debtor's
business and the desirability of the continuance of such business,
and any other matters relevant to the case or to the formulation of
a plan;

     c. participate in the formulation of a plan, advise unsecured
creditors of the decisions of the Committee as to any plan proposed
and collect and files with the court acceptances or rejections of
the plan;

     d. request the appointment of a trustee or examiner where the
Committee deems it appropriate; and

     e. perform such other services as the Committee believes are
in the interest if the unsecured creditors.

Thomas J. Lallier, Esq. attests that  Foley & Mansfield, PLLP is a
disinterested person as that term is defined in 11 U.S.C. Sec.
101(13), and does not hold or represent any interest adverse to the
Committee with respect to matters upon which it is to be engaged.

The hourly rates for the attorneys and paralegals are:

     partners     $350
     associates   $250
     paralegals   $150

The Firm can be reached through:

     Thomas J. Lallier, Esq.
     FOLEY & MANSFIELD PLLP
     250 Marquette Avenue, Suite 1200
     Minneapolis, MN 55401
     Tel: 612-338-8788
     Email: tlallier@foleymansfield.com

                       About Pawn America

Founded in 1991, Pawn America -- http://www.pawnamerica.com/-- is
engaged in the business of retail sale of used merchandise,
antiques, and secondhand goods.  It currently operates 24 stores in
Minnesota, Wisconsin, South Dakota, and North Dakota and employs
more than 500 people.  The Company also founded and operates Payday
America, CashPass and MyBridgeNow.

Pawn America Minnesota, LLC, d/b/a Pawn America, and its affiliates
Pawn America Wisconsin, LLC, d/b/a Pawn America, and Exchange
Street, Inc. d/b/a Pawn America, filed Chapter 11 petitions (Bankr.
D. Minn. Case Nos. 17-31145, 17-31146, and 17-31147, respectively),
on April 12, 2017.  The petitions were signed by Bradley K.
Rixmann, chief manager.  The Debtors are represented by Robert T.
Kugler, Esq., Edwin H. Caldie, Esq., Phillip J. Ashfield, Esq., and
Andrew J. Glasnovich, Esq. at Stinson Leonard Street LLP.  The
Debtors hired BGA Management, LLC as financial and turnaround
consultant.

At the time of filing, each of the Debtors estimated $10 million to
$50 million in both assets and liabilities.

The Debtors filed for Chapter 11 to preserve the going concern
value of the businesses.  The Debtors said the bankruptcy process
will allow them to assess their collective footprint and thereby
eliminate unprofitable stores and move forward with a strengthened
business through a plan of reorganization.


PETROLEUM KINGS: Seeks to Hire Sarcone Law as Special Counsel
-------------------------------------------------------------
Petroleum Kings, LLC seeks authority from the US Bankruptcy Court
for the Southern District of New York  to employ Sarcone Law Firm,
PLLC as special counsel.

The dispute between the Debtor and United Metro Energy Corp result
in two separated law suits, the first of which UMEC seeks damages
for breach of contract. The second lawsuit is by the Debtor against
UMEC for defamation and tortious conduct. The Debtor requires the
assistance of Special Counsel to represent its interest in two
intertwined lawsuits which, prior to their removal, were pending in
New York State Supreme Court.

Sarcone's customary hourly rates are:

     Partner/Of Counsel  $350
     Associate           $225-$275
     Paralegal           $125

John A. Sarcone attests that the Firm is a "disinterested party",
as defined in Section 101(14) of the Bankruptcy Code.

The Firm can be reached through:

     John A. Sarcone, III, Esq.
     SARCONE LAW FIRM PLLC
     222 Bloomingdale Road, Suite 308
     White Plains, NY 10605-151
     Phone: 914-686-8200
     Fax: 914-686-8988

                     About Petroleum Kings LLC

Petroleum Kings, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-22154) on February 2,
2017.  The petition was signed by Asmel Gonzalez, principal.  

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


PETSMART INC: Bank Debt Trades at 7% Off
----------------------------------------
Participations in a syndicated loan under Petsmart Inc. is a
borrower traded in the secondary market at 93.06
cents-on-the-dollar during the week ended Friday, May 5, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.23 percentage points from the
previous week.  Petsmart Inc. pays 300 basis points above LIBOR to
borrow under the $4.426 billion facility. The bank loan matures on
March 10, 2022 and carries Moody's Ba3 rating and Standard & Poor's
BB-rating.  The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended May 5.


PRIME HEALTHCARE: S&P Lowers Corp. Credit Rating to 'B-'
--------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
acute-care hospital operator Prime Healthcare Services Inc. to 'B-'
from 'B+'.  In addition, S&P lowered its issue-level rating on
Prime's senior secured term loan to 'B-' from 'B+' to reflect the
lower corporate credit rating.  At the same time, S&P placed all of
these ratings on CreditWatch with negative implications.

S&P's recovery rating on the issue-level debt remains '3',
indicating its expectation for meaningful (50%-70%, rounded: 55%)
recovery in the event of payment default.

"Our rating action on Prime follows news that the company will
write down a meaningful portion of its receivables, affecting
fiscal 2016," said S&P Global Ratings credit analyst Shannan
Murphy.

Pro forma the write-down, S&P expects that leverage at Dec. 31,
2016, will be above 4x (and potentially much higher), which is a
departure from S&P's prior belief that the company would sustain
leverage between 3x-4x over time.  More importantly, given the
magnitude of the adjustment, the quality of Prime's earnings are
now in question.

This is Prime's second receivables write-down in the past two
years.  S&P continues to assess Prime's management and governance
as weak (as defined by S&P's criteria), reflecting a history of
disputes with unions representing employees at certain hospitals,
as well as the ongoing whistleblower investigation, partially
joined by the U.S. Department of Justice, into the company's
Medicare billing practices.

Given the history of audit adjustments, S&P now believes there are
significant issues regarding internal controls over financial
reporting and the reliability of the company's financial
statements.  S&P's assessment of management and governance as weak
reflects the risk that the eventual outcome of these issues could
have a negative impact on Prime's operating model, and given the
severity and number of issues, S&P now lowers the rating by two
notches (previously one notch) to reflect these risks.

S&P will resolve its CreditWatch listing when further information
regarding the magnitude of the write-down and the company's
negotiations with its lenders emerges.

If Prime is able to successfully negotiate an amendment that
restores access to the revolver, and S&P believes that the company
will be able to continue to generate free cash flow, S&P could
revise the outlook to stable.  If S&P sees heightened risk that the
debt could be accelerated, it could lower the rating by one or more
notches.



PUCHI PROPERTIES: Trustee Taps Gerald K. Smith as Legal Counsel
---------------------------------------------------------------
The Chapter 11 trustee for Puchi Properties, Inc. seeks approval
from the U.S. Bankruptcy Court for the District of Arizona to hire
Gerald K. Smith and John C. Smith Law Offices, PLLC.

Gerald Smith, the court-appointed trustee, proposes to hire his own
firm to pursue a $543,255 judgment awarded to the Debtor in 2010.


The Debtor has been unable to collect the judgment from JMA
Investments LLC, which allegedly fraudulently transferred its
interest in a property to two Mexican companies.

Smith has agreed to a 40% contingency fee if the Debtor's lawsuit
ends in a recovery for its bankruptcy estate.

The firm does not hold or represent any interest adverse to the
estate, and is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code, according to court filings.

Smith can be reached through:

     Gerald K. Smith, Esq.
     John C. Smith, Esq.
     Grant L. Cartwright, Esq.
     Cody D. Vandewerker, Esq.
     Gerald K. Smith and John C. Smith Law Offices, PLLC
     6720 E. Camino Principal, Suite 203
     Tucson, AZ 85715
     Tel: (520) 722-1605
     Fax: (520) 722-9096
     Email: gerald@smithandsmithpllc.com
     Email: john@smithandsmithpllc.com
     Email: grant@smithandsmithpllc.com
     Email: cody@smithandsmithpllc.com

                   About Puchi Properties Inc.

Puchi Properties, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. D. Ariz. Case No. 14-01372) on February 4, 2014.  The
petition was signed by Alfredo Puchi, Jr., president.  In its
petition, the Debtor estimated $1 million to $10 million in both
assets and liabilities.  

Judge Brenda Moody Whinery presides over the case.  Alan R. Solot
represents the Debtor as bankruptcy counsel.

On May 14, 2014, Gerald K. Smith was appointed as Chapter 11
trustee for the Debtor.


RANGE RESOURCES: Egan-Jones Upgrades Sr. Unsecured Ratings to BB-
-----------------------------------------------------------------
Egan-Jones Ratings, on May 1, 2017, hiked the local currency and
foreign currency senior unsecured ratings on debt issued by Range
Resources Corp to BB- from B.

Range Resources Corporation is an independent natural gas, natural
gas liquids (NGLs) and oil company.  The Company is engaged in the
engaged in the exploration, development and acquisition of natural
gas and oil properties, mostly in the Appalachian and Midcontinent
regions of the United States.



REGAL CINEMAS: Fitch Assigns BB+ Rating to Incremental Term Loan
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+'/'RR1' rating to the proposed new
incremental term loan issued by Regal Entertainment Group's (Regal)
wholly-owned subsidiary, Regal Cinemas Corporation (Regal
Cinemas).

Regal is refinancing its existing term loan B and the proceeds will
be used to refinance the existing $952 million term loan B.
Additionally Regal is issuing an incremental $150 million term loan
and will use the proceeds for general corporate purposes including
possible acquisitions.

Fitch notes that the issuance will only modestly increase leverage
to 3.8x, up from 3.6x as of the last-twelve-months (LTM) period
ended March 31, 2017. As such, Fitch views the refinancing and
incremental term loan issuance as neutral to the credit profile.
The new term loan B and incremental term loan will mature in April
2022 and will reduce the interest rate to LIBOR plus 200bp from
LIBOR plus 250bp.

Approximately $2.3 billion of debt was outstanding as of March 31,
2017. A full list of ratings follows at the end of this release.

KEY RATING DRIVERS

Regal's ratings reflect Fitch's belief that movie exhibition will
continue to be a key promotion window for the movie studios'
biggest/most profitable releases.

Solid 2017 Film Slate: Fitch believes the film slate will support
industry-wide box office revenue levels with flat attendance and a
slightly increased average ticket price. Fitch believes that the
2017 film slate looks solid with films such as "Pirates of the
Caribbean: Dead Men Tell No Tales," "Cars 3," "Transformers: The
Last Night," "Thor: Ragnarok" and "Star Wars: The Last Jedi." Fitch
believes that attendance may grow in the low single digits.

Continued Growth in Average Ticket Prices: Fitch expects 2017
average ticket prices to be up in the low single digits, driven
mostly by a low single-digit increase in base ticket prices, with
the average ticket price contribution from premium formats
relatively flat to slightly up. After annual growth of roughly 4.5%
to 5.0% in 2008 - 2010, ticket price growth has been modest at
2.1%, 0.5%, 3.2% and 2.6% in 2013, 2014, 2015 and 2016,
respectively. Fitch attributes growth in 2013 and 2015 to a higher
number of films released in Premium Large Formats (PLF).

Prudent Investments in Premium Seating: Fitch believes the
investments made by Regal and its peers to improve the patron's
experience are prudent. Regal plans to outfit 30% of its total
screens with reclining seats by year-end 2017 with a potential for
an incremental 10% to 15% to be converted by 2019. Notably,
landlords funded over 50% of Regal's upgrade in 2016. Regal also
continues to expand enhanced food and beverage menus. While
high-margin concessions may be pressured, Fitch believes that, in
the long term, the exhibitors will benefit from delivering an
improved value proposition to its patrons, and premium food
services and/or offerings will grow absolute levels of revenue and
EBITDA.

Liquidity Supported By Meaningful FCF: Regal's solid liquidity
position is supported by interest coverage that generally remains
at or above 3.0x, annual pre-dividend free cash flow (FCF) between
$150 million and $300 million, and a favourable near-term maturity
schedule. Fitch's base case projects the company to roughly
generate around $200 million in pre-dividend FCF in 2017 and 2018.
Fitch expects cash deployment to be used towards investments into
premium seating and concessions, acquisitions and shareholder
friendly actions.

Long-Term Secular Risks: The ratings factor the intermediate- to
long-term risks associated with increased competition from at-home
entertainment media, limited control over revenue trends, shrinking
film distribution windows and increasing indirect competition from
other distribution channels (VOD, OTT, and streaming services). For
the long term, Fitch continues to expect that the movie exhibitor
industry will be challenged in growing attendance, and any
potential attendance declines will offset some of the growth in
average ticket prices and growth in concessions.

Reliance on Studios: In addition, Regal and its peers rely on the
quality, quantity, and timing of movie product, all factors out of
management's control.

KEY ASSUMPTIONS

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

-- Low-single digit revenue growth in 2017 reflecting strong
    film slate against tough 2016 comps;
-- Flat attendance growth;
-- Low-single digit average ticket price growth;
-- Mid-single digit increase in Concession revenue per patron
    as a result of investments in F&B;
-- EBITDA margin is forecasted to stay relatively steady around
    19% (including NCM distribution);
-- Capital expenditures of $130 million-145 million net of
    landlord contributions.

RATING SENSITIVITIES

Positive Trigger: Fitch heavily weighs the prospective challenges
facing Regal and its industry peers in arriving at the long-term
credit ratings. Significant improvements in the operating
environment (sustainable increases in attendance from continued
success of operating initiatives) driving FCF/adjusted debt above
2% and adjusted leverage below 4.5x on a sustainable basis could
have a positive effect on the rating. In strong box office years,
metrics may be stronger in order to provide a cushion for weaker
box office years.

Negative Trigger: Fitch anticipates that the company, as well as
other movie exhibitors, will continue to consolidate. While not
anticipated, a debt-financed material acquisition or return of
capital to shareholders that would raise the adjusted gross
leverage beyond 6.0x in the absence of a credible delivering plan
could have a negative effect on the rating. In addition,
meaningful, sustained declines in attendance and/or per-guest
concession spending that drove adjusted leverage beyond 6.0x would
pressure the rating as well.

LIQUIDITY

Regal's solid liquidity position is supported by $409 million of
cash on hand as of March 31, 2017 and $82.3 million availability
under its $85 million revolver due 2020. FCF before dividends, as
of March 31, 2017, LTM was $252 million. Fitch expects pre-dividend
FCF around $200 million annually over the next two years. Fitch
estimates approximately $140 million in annual dividends.

Regal has a manageable maturity profile with Regal Cinemas' term
loans due in 2022 as its next material maturity. Fitch believes
that Regal will have sufficient liquidity, including access to
credit markets, to address its maturities. Fitch calculates
unadjusted gross leverage of 3.6x (including NCM dividend), and
interest coverage at 5.2x as of March 31, 2017.

FULL LIST OF RATING ACTIONS

Fitch currently rates Regal and Regal Cinemas as follows:

Regal
-- Long-Term Issuer Default Rating (IDR) 'B+';
-- Senior unsecured notes 'B+'/'RR4'.

Regal Cinemas
-- Long-Term IDR 'B+';
-- Senior secured credit facility 'BB+'/'RR1'.

The Rating Outlook is Stable.


RETAIL DESIGNS: Can't Use Symetra Life's Cash Collateral
--------------------------------------------------------
The Hon. Caryl E. Delano of the U.S. Bankruptcy Court for the
Middle District of Florida has entered an agreed order granting
Symetra Life Insurance Company's motion to prohibit Retail Designs,
LLC, and its debtor-affiliates' use of cash collateral.

The Debtors are prohibited from any use of Symetra's cash
collateral, unless and until they obtain the express written
consent of Symetra or an court order authorizing the Debtors' use
of Symetra's cash collateral.

The Debtors will establish and maintain a segregated account in
which they will deposit all proceeds and income, including all
proceeds from any prepetition leases, which are subject to the
security interests of Symetra.

At Symetra's request, the Debtors will account to Symetra on a
weekly basis for all cash collateral received by the Debtors.

The Debtors will timely perform all obligations of a
debtor-in-possession.  Upon reasonable notice, and provided that it
does not unreasonably interfere with the business of the Debtors,
the Debtors will grant to Symetra access to the Debtors' business
records and premises for inspection.

The Debtors will maintain insurance coverage for its property in
accordance with its obligations under all loan and security
documents with Symetra.

                    About Retail Designs

Retail Designs, LLC, operates the Super 8 Motel located at 9020
Fayette Landings Shopping Center, in Oak Hill, West Virginia.
Retail Designs filed a Chapter 11 bankruptcy petition (Bankr. M.D.
Fla. Case No. 17-02044) on March 13, 2017.  The petition was signed
by William A. Abruzzino, its managing member.  The Debtor is
represented by Michael R. Dal Lago, Esq., at Dal Lago Law.  At the
time of filing, the Debtor had estimated both assets and
liabilities to be less than $50,000.


RICHARD PHILLIPS: Trustee Selling Austin Property for $2.9M
-----------------------------------------------------------
Jay H. Ong, Trustee of Richard Mark Phillips, asks the U.S.
Bankruptcy Court for the Western District of Texas to authorize the
sale of residential real estate lot, including a house, lot and
boat slip, located at 4805 Precipice Cove, Austin, Texas, to Brian
Follett for $2,900,000.

Prior to the Trustee's appointment, on March 10, 2017, the Debtor
filed his Original Sale Motion to sell the Property free and clear
of all liens claims and encumbrances.  The Debtor and his
non-debtor spouse, Nancy Lopez-Phillips, purchased the Property in
2011.  

They have claimed the Property as exempt from their bankruptcy
estate.  Further, the Original Sale Motion includes as an exhibit a
Consent and Waiver executed by Mrs. Lopez-Phillips, dated as of
March 10, 2017, pursuant to which she affirmed her consent to sell
the Property, including any and all interests she may have therein,
without the necessity of an adversary proceeding to determine
same.

The Trustee understands that, while the Property has been exempted
by the Debtor and his non-debtor spouse, the motivation behind the
desire to sell the Property in the Bankruptcy Case substantially
stems from two critical considerations.  First, the Property is
encumbered with a Deed of Trust securing that certain Adjustable
Rate Note, dated Jan. 13, 2012, payable to First Lockhart National
Bank.  As of March 20, 2017, the unpaid principal balance on the
Note was alleged to be $1,443,217.  The current monthly debt
service payment is $15,677.  Neither the estate, the Debtor nor
Mrs. Lopez-Phillips have the financial means to pay the monthly
debt service on the Note.

Accordingly, on March 21, 2017, First Lockhart filed its 362
Motion, pursuant to which it sought the Court's order modifying the
automatic stay in order to allow First Lockhart to exercise its
legal rights and remedies with respect to the Property.  On May 11,
2017, the Court entered its order, the form of which was agreed to
by the Trustee, the Debtor and Mrs. Lopez-Phillips, which
terminates the automatic stay to allow First Lockhart to post the
Property for a foreclose sale to take place no earlier than July 4,
2017, if the Property is not sold for an amount sufficient to pay
First Lockhart's allowed claim in full prior to that date.

The second major consideration is the fact that the Debtor and his
non-debtor spouse are in the midst of a divorce.  As a result, they
have no further interest in maintaining their ownership of the
Property because continued cohabitation appears infeasible.

In addition, the Property is a encumbered by a federal tax lien
asserted in favor of the Internal Revenue Service in the amount of
not less than $1,192,928.

On March 10, 2017, the Debtor filed his RE Agent Application, under
which the Debtor proposed to engage Peggy Duran and
AustinRealEstate.com, a licensed real estate brokerage firm ("RE
Firm"), to market and sell the Property, and to pay the RE Firm a
6% commission based on the gross sale price for the Property.  

The Motion to Sell and RE Agent Application were both served upon
Mrs. LopezPhillips.  Upon information and belief, the Debtor's
proposed real estate agent, Ms. Peggy Duran, was originally
proposed by Mrs. Lopez-Phillips.

On March 13, 2017, the Debtor filed his supplement to the RE Agent
Application, under which he formally disclosed the Listing
Agreement applicable to the RE Agent Application.

On March 14, 2017, following hearings conducted by the Court, the
Court entered its orders granting the Original Sale Motion and RE
Agent Application.

The Trustee has worked to ensure reasonable access by his real
estate agent and potential purchasers to view the Property, ensured
the diligent marketing of the Property, coordinated with the Debtor
and Mrs. Lopez-Phillips with respect to same, and coordinated with
potential purchasers to discuss and negotiate potential terms of
sale.  Through those efforts, the Trustee was presented with a
potential, unsigned sale offer by the Buyer.  The Trustee is
informed that the Buyer is a prior acquaintance and neighbor of the
Debtor and Mrs. Lopez-Phillips.

Since the time that the original sale offer was received from the
Buyer, the Trustee has negotiated with him the terms of sale.  On
May 10, 2017, the Trustee and Debtor executed the proposed
Residential Sale Contract with the Buyer, pursuant to which the
latter has agreed to purchase the Property for $2,900,000.  Mrs.
Lopez Phillips has not signed the Sale Contract.

The Sale Contract provides for an "as is, where is" sale to close
by June 9, 2017.  Critically, because the Buyer offer was
facilitated by the Debtor and Mrs. Lopez-Phillips' prior
relationship with the Buyer, and in consideration of its timing,
the real estate agent and RE Firm have agreed to accept a reduced
3% commission, with the purchasers utilizing no agent.  Thus, the
commission to be paid is 3% instead of 6%.

Based upon the Trustee's calculations, after paying the 3%
commission, the proposed Sale Contract would produce net proceeds
sufficient to pay First Lockhart and the IRS in full.  

The Sale Contract includes, in addition to all fixtures (including
a boat-slip), a 2010 Correct Craft Air Nautique ("Boat"), which the
Debtor values at $40,000.  The Debtor has not claimed the Boat as
exempt, and has consented to its sale under the Sale Contract.  The
Trustee has also consented to include the Boat under the Sale
Contract.

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

     http://bankrupt.com/misc/Richard_Phillips_139_Sales.pdf

Mrs. Lopez-Phillips may claim an ownership interest, or a security
interest, in the Boat.  She previously requested that the Boat be
excluded from the Sale Contract on the basis that she owns it.  In
support, she presented a Boat Note allegedly granted to her by the
Debtor as of Sept. 6, 2016, that memorializes: (i) a $40,000 loan
procured by her to pay certain mortgage payments to First Lockhart,
as well as other referenced credit card debts; and (ii) the
Debtor's agreement to "assign title" to her, in order to secure the
repayment of the $40,000 loan.  Upon information and belief, prior
to the Petition Date, the Debtor has transferred certain sums to or
for the benefit of Mrs. Lopez-Phillips, in order to repay a portion
of the Boat Note.

The Trustee has not yet been provided a copy of the title to the
Boat, but understands that Mrs. Lopez-Phillips' name appears on the
title and/or that she holds the title in her actual possession.  In
any event, the Boat Note was a security transaction granted to an
insider of the Debtor within a year of the Petition Date, in order
to secure antecedent debts, and it may also constitute an actually
or constructively fraudulent transfer.  As a result, it appears
that the security interest in connection with the Boat Note is
avoidable as a preferential or fraudulent transfer.

The Trustee would consent to retaining $38,000 of the net Sale
Proceeds in escrow pending the Court's entry of an order resolving
the Boat and Boat Note disputes.  Such a structure is already
contemplated by the parties.

There clearly is a sound business reason for the sale.  While the
Property has been claimed exempt, both the Debtor and his
non-debtor spouse have expressly consented to the sale of the
Property in the Bankruptcy Case, substantially due to the fact that
they cannot afford the monthly mortgage payment, and the sale will
provide them needed, liquid funds.  The sale will also
substantially benefit the estate because it will resolve the
secured claims of First Lockhart and the IRS, disposes of the
burdensome Boat, and eliminate the expenses being incurred to
maintain the Property and the Boat.  Accordingly, the Trustee asks
the Court to approve (i) the sale of Property to the Buyer free and
clear of all liens, claims and encumbrances; (ii) the Trustee's
payment of First Lockhart's and the IRS' undisputed claims from the
sale proceeds at closing of the Sale Contract; (iii) the Trustee to
deposit and hold, in escrow, amounts corresponding to any and all
fee amounts asserted by First Lockhart that are disputed as of the
closing (including an additional $10,000 to cover any additionally
awarded fees), pending disposition by the Court; (iv) the Trustee
to deposit and hold, in escrow, $38,000 in net proceeds of the Sale
Contract to preserve disputes with respect to proceeds
corresponding to the Boat, pending disposition by the Court.

As discussed with the Court on the record at hearings held on May
11, 2017, because of the timing considerations set forth, expedited
consideration of the Motion is being requested.  For the same
reasons, the Trustee further asks, pursuant to Rule 6004(h) of the
Federal Rules of Bankruptcy Procedure, the Court to waive the
14-day automatic stay of any final order granting the Motion and
orders that the final relief requested may be immediately available
upon the entry of an Order granting same.

The Purchaser can be reached at:

          Brian Follett
          E-mail: lakeaustin123@gmail.com

The Purchaser is represented by:

          Robert J. Wilson
          9951 Anderson Mill Road #200
          Austin, TX 78750
          Telephone: (512) 258-2244 x 102
          Facsimile: (512) 335-4400
          E-mail: BobWilson@wsrlaw.com

Richard Mark Phillips filed a Chapter 11 petition (Bankr. W.D.
Tex.
Case No. 17-10068) on Jan. 18, 2017, and is represented by B.
Weldon Ponder, Jr., Esq.  

Jay H. Ong was appointed as the Chapter 11 Trustee for the Debtor
on April 26, 2017.


ROMAN HILL: Proposes to Pay Unsecured Creditors in Full Over 96 Mos
-------------------------------------------------------------------
Unsecured creditors of Roman Hill, LLC, will be paid in full under
the company's proposed Chapter 11 plan.

Under the plan, creditors holding Class 5 general unsecured claims
will be paid in full at the federal judgment rate of interest as of
the confirmation date in equal monthly installments.  

Payments will begin on the 10th day of the first month after the
plan takes effect and amortized over 96 months from the effective
date.

Class 5 is impaired and general unsecured creditors are entitled to
vote to accept or reject the proposed plan.

Funds necessary to make the payments under the plan will be
provided by Roman Hill, the guarantor of all the company's debts
and equity security holder of the company, according to the
disclosure statement filed on May 9 with the U.S. Bankruptcy Court
for the Northern District of Georgia.

A copy of the disclosure statement is available for free at
https://is.gd/f3RqCz

                       About Roman Hill LLC

Roman Hill, LLC is a company owned by Roman Hill, an emergency room
physician.  It is the former company that Dr. Hill operated his
medical practice out of.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ga. Case No. 17-53700) on March 1, 2017.  At the
time of the filing, the Debtor estimated assets of less than $1
million.  

The Debtor is represented by Will B. Geer, Esq., at The Law Office
of Will B. Geer, LLC.

No trustee has been appointed in the Debtor's case.


RUE21 INC: Gordon Brothers Overseeing Store Closing Sales
---------------------------------------------------------
rue21, inc. and its debtor affiliates have filed a motion seeking
to assume a consulting agreement dated as of April 7, 2017, with
Gordon Brothers Retail Partners, which is overseeing the store
closing sales of the Debtors.

The Debtors' management team, in the exercise of their sound
business judgment and in consultation with their advisors
ultimately determined that it is appropriate to close at least 396
underperforming brick and mortar store locations.  The Debtors
reserve their rights to add or remove stores from that list in the
exercise of their reasonable business judgment.  The list of
Closing Stores attached to the Consulting Agreement is available
at:

     http://bankrupt.com/misc/rue21_Store_Closing_M.pdf

The Debtors thereafter engaged Gordon Brothers to begin
liquidating: (a) the saleable inventory located in the Stores as of
April 14, 2017 and certain inventory that was then located in the
Debtors' distribution center; and (b) the furniture, fixtures, and
equipment located in the Stores, and otherwise preparing the Stores
for turnover to the applicable landlords on the terms set forth in
the Consulting Agreement.  

The liquidation of the Store Closure Assets is expected to yield
approximately $37 million in net proceeds. The Store Closings began
on April 14, 2017, and are expected to continue until at least June
25, 2017.

The Debtors are seeking to assume the Consulting Agreement and
allow the Consultant to continue its work uninterrupted.

Pursuant to the Consulting Agreement, Gordon Brothers agrees to (a)
provide the Debtors with qualified supervisors as independent
contractors to oversee the management of the Closing Stores; (b)
determine the appropriate pricing for the Store Closing Assets,
staffing levels for the Closing Stores, and advertising for the
Store Closing Sales; (c) coordinate with the landlords and any
other tenants or subtenants, as necessary; (d) maintain
housekeeping standards, including safekeeping and oversight of the
stores; and (e) clean the premises to "broom clean" condition at
the conclusion of the store closing process.

Under the terms of the Consulting Agreement, in consideration of
the services to be rendered, the Debtors will provide the
Consultant with a fee equal to a percentage of the gross proceeds
of all sales of Merchandise during the Sale Term, capped at 1.5% of
the Gross Proceeds.  The Consultant may also sell certain
furniture, fixtures, and equipment ("Offered FF&E") in the Stores
at the direction of the Debtors, and will receive a commission
equal to 20% of the gross sales of Offered FF&E, net only of sales
tax (the "FF&E Commission").  In addition, the Debtors will
reimburse the Consultant for certain reasonable out-of-pocket
expenses incurred in connection with the sale or other disposition
of the Store Closing Assets, subject to a cap.

Gordon Brothers can be reached at:

         Mackenzie Shea
         GORDON BROTHERS RETAIL PARTNERS, LLC
         800 Boylston Street, 27th Floor
         Boston, MA 02199
         E-mail address: mshea@gordonbrothers.com

Gordon Brothers' attorneys:

         Jeffrey M. Wolf, Esq.
         GREENBERG TRAURIG, LLP
         One International Place, Suite 200
         Boston, MA 02110
         E-mail: wolfje@gtlaw.com

                         About rue21

rue21 -- http://www.rue21.com/-- is a teen specialty apparel
retailer.  For over 37 years, rue21 has been famous for offering
the latest trends at an affordable price point.  It has core brands
brands in girls' apparel (rue21), intimate apparel (true), girls'
accessories (etc!), girls' cosmetics (ruebeaute!), guys' apparel
and accessories (Carbon), girls' plus-size apparel (rue+), and
girls' swimwear (ruebleu).  The company is headquartered in
Warrendale, Pennsylvania and have one distribution center located
in Weirton, West Virginia.

Headquartered just north of Pittsburgh, Pennsylvania, rue21 had
1,179 stores in 48 states in shopping malls, outlets and strip
centers, and on its website.  In April, Company began the process
of closing approximately 400 underperforming stores in its 1,179
store fleet in order to streamline operations.

On May 15, 2017, rue21, inc., and affiliates Rhodes Holdco, Inc. r
services, llc, and rue services corporation filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Pa. Lead Case NO. 17-22045).  Todd M. Lenhart, the
Company's senior vice president, treasurer, chief financial
officer, and chief accounting officer, signed the petitions.

The Debtors have sought joint administration of the Chapter 11
cases.  The Honorable Gregory L. Taddonio is the case judge.

The Debtors tapped Reed Smith LLP as local counsel; Kirkland &
Ellis LLP as bankruptcy counsel; Rothschild Inc., as investment
banker; Berkeley Research Group, LLC, as financial advisor; A&G
Realty Partners, LLC, as real estate advisor and consultant; and
Kurtzman Carson Consultants LLC as claims and notice agent.

rue21 estimated $1 billion to $10 billion in assets and
liabilities.

The Consenting Term Loan Lenders are represented by Jones Day's
Scott J. Greenberg, Esq., and Michael J. Cohen, Esq.

The Sponsor Lenders are represented by Simpson Thacher & Bartlett's
Elisha D. Graff, Esq.

An Ad Hoc Cross-Holder Group is represented by Milbank, Tweed,
Hadley & McCloy's Gerard Uzzi, Esq., and Eric Stodola, Esq.


RUE21 INC: May Close More Stores Absent Rent Concessions
--------------------------------------------------------
Teen specialty apparel retailer rue21, Inc., which has 1,179 stores
in 48 states, said in a court filing that the company began the
process of closing 396 stores in April, and may close additional
stores during its Chapter 11 cases.

Stephen L. Coulombe, managing director at Berkeley Research Group,
LLC, the financial advisor to the Debtors, said in a filing with
the U.S. Bankruptcy Court for the Western District of Pennsylvania
that a key component of the Debtors' strategy is to right-size
their operations by closing unprofitable stores.  He says that such
closures will help improve profitability, increase the Debtors'
liquidity, and allow the Debtors to focus their efforts around a
smaller footprint of more profitable stores.  

The Debtors and their advisors have identified 396 stores that
require prompt closure and this process began prepetition, on or
about April 14, 2017.  The stores to be closed -- following
liquidation of their inventory -- are predominantly standalone
rue21-branded retail and clearance outlet stores.

In formulating the list of Closing Stores, the Debtors considered,
among other factors, historical store profitability, recent sales
trends, the geographic market in which each store is located, the
potential to realize negotiated rent reductions with applicable
landlords, and specific circumstances related to a store's
performance.  Many of the Closing Stores are located in geographic
markets that the Debtors have made a strategic decision to exit (or
to consolidate multiple stores in the region), have experienced
poor or negative sales trends, and no longer fit within the
Debtors' business plan.  The liquidation of the assets in the
Closing Stores is expected to yield approximately $37 million in
net proceeds.

According to Mr. Coulombe, in order to maximize value for their
creditors, the Debtors may need to close additional stores during
these chapter 11 cases (such stores, the "Additional Closing
Stores," and together with the Closing Stores, the "Stores").  The
decision to add any Additional Closing Stores will be made by the
Debtors in the exercise of their reasonable business judgment and
in consultation with their advisors based upon continued evaluation
of performance and whether the Debtors are able to negotiate rent
concessions.  Although the Debtors do not currently have any plans
to close any Additional Closing Stores, they continue to evaluate
their retail footprint on a store-by-store basis, and may close
stores whose performance falls below benchmark performance metrics
during these chapter 11 cases.

The Store Closing Sales will continue until at least June 11, 2017
(which date may be extended for any Additional Stores).  The
Debtors have also determined that the leases for the Closing Stores
are not marketable and have determined to reject those leases upon
completion of the Store Closings.

According to the Debtors, delaying the Store Closings and Store
Closing Sales may cause the Debtors to pay additional postpetition
rent at many of these stores, at a possible cost to the estate of
up to $3.5 million per month.

BRG was retained to serve as financial advisor for the Debtors on
Feb. 17, 2017.

                         About rue21

rue21 -- http://www.rue21.com/-- is a teen specialty apparel
retailer.  For over 37 years, rue21 has been famous for offering
the latest trends at an affordable price point.  It has core brands
brands in girls' apparel (rue21), intimate apparel (true), girls'
accessories (etc!), girls' cosmetics (ruebeaute!), guys' apparel
and accessories (Carbon), girls' plus-size apparel (rue+), and
girls' swimwear (ruebleu).  The company is headquartered in
Warrendale, Pennsylvania and have one distribution center located
in Weirton, West Virginia.

Headquartered just north of Pittsburgh, Pennsylvania, rue21 had
1,179 stores in 48 states in shopping malls, outlets and strip
centers, and on its website.  In April, Company began the process
of closing approximately 400 underperforming stores in its 1,179
store fleet in order to streamline operations.

On May 15, 2017, rue21, inc., and affiliates Rhodes Holdco, Inc. r
services, llc, and rue services corporation filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Pa. Lead Case NO. 17-22045).  Todd M. Lenhart, the
Company's senior vice president, treasurer, chief financial
officer, and chief accounting officer, signed the petitions.

The Debtors have sought joint administration of the Chapter 11
cases.  The Honorable Gregory L. Taddonio is the case judge.

The Debtors tapped Reed Smith LLP as local counsel; Kirkland &
Ellis LLP as bankruptcy counsel; Rothschild Inc., as investment
banker; Berkeley Research Group, LLC, as financial advisor; A&G
Realty Partners, LLC, as real estate advisor and consultant; and
Kurtzman Carson Consultants LLC as claims and notice agent.

rue21 estimated $1 billion to $10 billion in assets and
liabilities.

The Consenting Term Loan Lenders are represented by Jones Day's
Scott J. Greenberg, Esq., and Michael J. Cohen, Esq.

The Sponsor Lenders are represented by Simpson Thacher & Bartlett's
Elisha D. Graff, Esq.

An Ad Hoc Cross-Holder Group is represented by Milbank, Tweed,
Hadley & McCloy's Gerard Uzzi, Esq., and Eric Stodola, Esq.


RUE21 INC: Reduction in Force Program to Continue
-------------------------------------------------
rue21, Inc., said the Company's "reduction in force" program will
continue to be rolled out while it is undergoing a Chapter 11
restructuring to account for the closure of its stores.

In April, the Company began liquidating inventory and/or exiting
approximately 400 of its underperforming stores, which will reduce
its retail footprint from 1,179 to approximately 800 stores.

Rue21 employs approximately 15,800 employees, including 3,500
full-time and 12,300 part-time.

Todd M. Lenhart, the Company's acting CFO, said in a filing with
the U.S. Bankruptcy Court for the Western District of Pennsylvania
that prior to the May 15, 2017 bankruptcy petition date, the
Debtors instituted a "reduction in force" program that will
continue to be rolled out following the Petition Date.  This
program is designed to reduce the Debtors' total employee headcount
(and related costs) to account for the Debtors' decreasing number
of stores.  In order to ensure that employees that will be affected
by the ongoing reduction in force continue to provide services to
the Debtors during this critical period, the Debtors have offered
certain employees non-insider severance packages that are
consistent with historical practice and are payable at the
completion of each employee's agreed employment period.

"The Debtors have requested authority to continue and pay these
non-insider severance payments in the ordinary course, in order to
ensure that employees affected by the reduction in force provide
services for a period of time necessary to support the Debtors'
ongoing store liquidation sales at certain locations and to
maintain employee morale and expectations at this critical
juncture. I believe that this program is critical to ensure that
the Debtors' current employees continue to provide services that
are necessary to maximize value on account of the current store
closing process, Mr. Lenhart said.

          Severance and Store Closing Retention Bonuses

In the ordinary course of business, the Debtors maintain an
informal severance program for all non-executive, non-insider
Employees.  Certain Employees are eligible for severance benefits
if such non-executive, non-insider Employee are eligible Employees
are entitled to receive payments at base compensation levels (based
on their job position) and are entitled to participate in the
Company's medical plan, prescription plan, dental plan, vision
plan, and flexible spending plan (the "Non Insider Severance
Benefits") for a prescribed period of time.

The Company says continuing to honor non-insider severance benefits
is critical to ensuring that key employees that will be affected by
the ongoing  reduction in force will continue to provide critical
services to the Debtors during the ongoing store-closing process.

As of the Petition Date, the Debtors believe that 129 Employees
that were severed prior to the Petition Date in connection with the
Debtors' ongoing "reduction in force" program are owed $245,000 in
accrued but unpaid non-insider severance benefits.

In addition to non-insider severance payments, store managers and
district managers managing stores that will be closed in
conjunction with the Chapter 11 cases are eligible for a short-stay
bonus on account of continued employment with the Debtors during
the duration of the store closing process.  Amenable store managers
are eligible to earn a Store Closing Retention Bonus in an amount
equal to up to four weeks' pay, and amenable district managers are
eligible to earn a Store Closing Retention Bonus of up to eight
weeks' pay.

The Debtors have asked the Court for authorization to pay
obligations under the Store Closing Retention Bonuses on a
postpetition basis in the ordinary course of business.

                         About rue21

rue21 -- http://www.rue21.com/-- is a teen specialty apparel
retailer.  For over 37 years, rue21 has been famous for offering
the latest trends at an affordable price point.  It has core brands
brands in girls' apparel (rue21), intimate apparel (true), girls'
accessories (etc!), girls' cosmetics (ruebeaute!), guys' apparel
and accessories (Carbon), girls' plus-size apparel (rue+), and
girls' swimwear (ruebleu).  The company is headquartered in
Warrendale, Pennsylvania and have one distribution center located
in Weirton, West Virginia.

Headquartered just north of Pittsburgh, Pennsylvania, rue21 had
1,179 stores in 48 states in shopping malls, outlets and strip
centers, and on its website.  In April, Company began the process
of closing approximately 400 underperforming stores in its 1,179
store fleet in order to streamline operations.

On May 15, 2017, rue21, inc., and affiliates Rhodes Holdco, Inc. r
services, llc, and rue services corporation filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Pa. Lead Case NO. 17-22045).  Todd M. Lenhart, the
Company's senior vice president, treasurer, chief financial
officer, and chief accounting officer, signed the petitions.

The Debtors have sought joint administration of the Chapter 11
cases.  The Honorable Gregory L. Taddonio is the case judge.

The Debtors tapped Reed Smith LLP as local counsel; Kirkland &
Ellis LLP as bankruptcy counsel; Rothschild Inc., as investment
banker; Berkeley Research Group, LLC, as financial advisor; A&G
Realty Partners, LLC, as real estate advisor and consultant; and
Kurtzman Carson Consultants LLC as claims and notice agent.

rue21 estimated $1 billion to $10 billion in assets and
liabilities.

The Consenting Term Loan Lenders are represented by Jones Day's
Scott J. Greenberg, Esq., and Michael J. Cohen, Esq.

The Sponsor Lenders are represented by Simpson Thacher & Bartlett's
Elisha D. Graff, Esq.

An Ad Hoc Cross-Holder Group is represented by Milbank, Tweed,
Hadley & McCloy's Gerard Uzzi, Esq., and Eric Stodola, Esq.


RUE21 INC: Unsecureds Who Back Anticipated Plan to Get 4% Equity
----------------------------------------------------------------
rue21, Inc., and its affiliates say they have arrived in chapter 11
with a transaction structure and process that they believe will
preserve and capitalize on the value inherent in their business and
brand.

That transaction structure, as set forth in a Restructuring Support
Agreement, dated as of May 15, 2017, provides for these
distributions pursuant to the Debtors' anticipated chapter 11 plan
of reorganization:

   (a) the $50 million new-money DIP Term Loan Facility will be
converted into a $50 million exit facility on the effective date of
a chapter 11 plan;

   (b) the $100 million "roll-up" DIP Term Loan Facility will be
converted into 77% of the equity interests in reorganized rue21,
inc.;

   (c) the Term Loan Lenders' prepetition claims will be converted
into 19% of the equity interests in reorganized rue21, inc.; and
   
   (d) to the extent unsecured creditors accept such plan, they
will receive 4% of the equity interests in reorganized rue21, inc.
and its interests in the proceeds of specified avoidance actions.
If general unsecured creditors vote to reject the plan, then they
will not receive a distribution, and the Term Loan Lenders'
prepetition claims will be converted into 80% of the equity
interests in reorganized rue21, inc. and the Term Loan Lenders'
prepetition claims will be converted into 20% of the equity
interests in reorganized rue21, inc.

Parties to the Restructuring Support Agreement include the lenders
under the Term Loan Credit Agreement, the term loan lenders that
have agreed to provide $150 million in new money loans and roll up
$100 million of loans -- Consenting Term Loan Lenders -- and
affiliates of Apax Partners, LLP, that own the equity interests in
the Debtors.

As of May 17, 2017, the Debtors have not yet filed a Chapter 11
plan and disclosure statement.

Todd M. Lenhart, the Company's acting CFO, says a confluence of
factors contributed to the Debtors' need to commence the chapter 11
cases. These include the general downturn in the retail industry,
decreased sales and increased operating costs, the shift away from
brick-and-mortar retail sales to online channels, and the
tightening of trade credit in the months prior to the Petition
Date.  Other factors include the Debtors' merchandising strategy
and issues with e-commerce fulfillment by the Debtors' outgoing
third-party outsourcing services provider.  All of these factors
have impaired the Debtors' liquidity, their ability to continue as
a going concern without instituting a comprehensive balance sheet
restructuring, and their ability to maintain their existing capital
structure.

                  Prepetition Capital Structure

As of the Petition Date, the Debtors' capital structure consisted
of outstanding funded-debt obligations in the aggregate principal
amount of approximately $832 million, comprising:

   * $72 million outstanding under a senior secured revolving
credit facility (the ABL Facility), pursuant to an ABL Credit
Agreement, dated as of October 10, 2013, with Bank of America, N.A.
as administrative agent (the "ABL Agent").

   * $521 outstanding under a senior secured term loan facility
(Term Loan Facility), pursuant to a Credit Agreement, dated as of
October 10, 2013, Wilmington Savings Fund Society, FSB, as
successor to JPMorgan Chase Bank, N.A., as administrative and
collateral agent

   * $239 million outstanding under unsecured notes pursuant to an
certain Indenture, dated as of October 10, 2013, with Wells Fargo
Bank, N.A. as Indenture Trustee.

As of the Petition Date, Apax owns approximately 98.3% of the
issued and outstanding common equity interests of Rhodes Holdings
LP, a non-debtor limited partnership affiliated with Apax that owns
(directly or indirectly) the intermediate holding companies and the
operating companies, including rue21, Inc.

                  $50 Million in New Money Loans

To fund the administration of the chapter 11 cases, the ABL Lenders
and a subset of the Term Loan Lenders have each agreed to provide
the Debtors with debtor-in-possession financing, consisting of a
postpetition ABL facility and a postpetition term loan facility,
respectively (collectively, "DIP Financings").  Specifically, the
ABL Lenders have agreed to continue to provide a $125 million
postpetition DIP ABL Credit Facility on terms similar to those
provided under the Debtors' existing asset-based lending facility
(the "DIP ABL Credit Facility").

The Debtors intend to use the proceeds from the sale of their
inventory to pay down the ABL Facility, and to then draw on the DIP
ABL Credit Facility to fund their working capital needs during the
pendency of these chapter 11 cases.  This process is substantially
similar to the Debtors' prepetition cash management process. As a
result, it is anticipated that (subject to approval by the Court),
the ABL Lenders' $80 million in outstanding prepetition loans will
be converted to postpetition debtor-in-possession loans on a
rolling basis.  In addition, and only upon entry of a interim order
approving the Debtors' proposed postpetition financings, it is
anticipated that the ABL Facility will be refinanced in full by
loans provided under the DIP ABL Credit Facility.

In early May 2017, a subset of Term Loan Lenders committed to
backstop a $150 million financing, required to support the Debtors'
estates during these cases (the "DIP Term Loan Facility") on the
basis of a financing and restructuring term sheet (the
"Restructuring Term Sheet") agreed upon by the Debtors and such
lenders, which provided for a commitment for up to $50 million in
new money loans and the conversion of up to $100 million of
Prepetition Term Loans, owing to the Term Loan DIP Lenders into
postpetition DIP Term Loans (each as defined in the Brownstein
Declaration) (the "Roll-Up Loans") upon entry of the interim order
approving the Debtors' entry into the DIP Term Loan Facility.

Both the DIP Term Loan Facility and the DIP ABL Facility are
critical to the Debtors' ability to operate postpetition, including
by providing sufficient liquidity to fund the administrative costs
of these chapter 11 cases and, importantly, payments to vendors and
other participants in the Debtors' supply chain to ensure the free
flow of inventory to the Debtors' stores and customers.

The milestones under the DIP Financing agreements include:

   * on or before 15 days after the Petition Date, the Debtors
shall have filed a chapter 11 plan and disclosure statement;

   * on or before 50 days after the Petition Date, the Debtors will
secure entry of an order approving their disclosure statement and
voting and solicitation procedures;

   * on or before 105 days after the Petition Date, the Debtors
will secure entry of an order confirming their chapter 11 plan;
and

   * on or before 115 days after the Petition Date, the effective
date of the chapter 11 plan shall have occurred and the Debtors
shall have emerged.

The Debtors believe that the chapter 11 cases and the liquidity to
be provided under their postpetition debtor-in-possession financing
facilities will permit them to return to normalized trade terms
with the vendor community and to negotiate rent
concessions with certain landlords.

The Consenting Term Loan Lenders tapped (a) Jones Day as counsel
(b) PJT Partners ("PJT") as financial advisor; and (c) Appel
Associates LLC as operational consultant.  The Sponsor Lenders
tapped Simpson Thacher & Bartlett LLP as counsel.  The ad hoc group
of existing cross-holders tapped Milbank, Tweed, Hadley & McCloy
LLP as counsel.

The Debtors can be reached at:

         Rhodes Holdco, Inc.
         601 Lexington Avenue, 53rd Floor
         New York, New York 10022
         Attention: Vivek Vyas
         Telephone: 212-753-6300
         E-mail: vivek.vyas@apax.com

                 - and -

         rue21, inc.
         800 Commonwealth Dr.
         Warrendale, PA 15086
         Attention: Keith A. McDonough
         Telephone: 724-776-7461
         E-mail: kmcdonough@rue21.com

Bank of America can be reached at:

         Bank of America, N.A.
         100 Federal Street
         Boston, MA 02110
         Attention: Andrew Cerussi
         Telephone: 617-434-9398
         Email: andrew.cerussi@baml.com

                         About rue21

rue21 -- http://www.rue21.com/-- is a teen specialty apparel
retailer.  For over 37 years, rue21 has been famous for offering
the latest trends at an affordable price point.  It has core brands
brands in girls' apparel (rue21), intimate apparel (true), girls'
accessories (etc!), girls' cosmetics (ruebeaute!), guys' apparel
and accessories (Carbon), girls' plus-size apparel (rue+), and
girls' swimwear (ruebleu).  The company is headquartered in
Warrendale, Pennsylvania and have one distribution center located
in Weirton, West Virginia.

Headquartered just north of Pittsburgh, Pennsylvania, rue21 had
1,179 stores in 48 states in shopping malls, outlets and strip
centers, and on its website.  In April, Company began the process
of closing approximately 400 underperforming stores in its 1,179
store fleet in order to streamline operations.

On May 15, 2017, rue21, inc., and affiliates Rhodes Holdco, Inc., r
services, llc, and rue services corporation filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Pa. Lead Case NO. 17-22045).  Todd M. Lenhart, senior
vice president, treasurer, chief financial officer, and chief
accounting officer, signed the petitions.

The Debtors have sought joint administration of the Chapter 11
cases.  The Honorable Gregory L. Taddonio is the case judge.

The Debtors tapped Reed Smith LLP as local counsel; Kirkland &
Ellis LLP as bankruptcy counsel; Rothschild Inc., as investment
banker; Berkeley Research Group, LLC, as financial advisor; A&G
Realty Partners, LLC, as real estate advisor and consultant; and
Kurtzman Carson Consultants LLC as claims and notice agent.

rue21 estimated $1 billion to $10 billion in assets and
liabilities.

Consenting Term Loan Lenders' attorneys:

         Jones Day
         250 Vesey Street
         New York, New York 10281
         Attn: Scott J. Greenberg
               Michael J. Cohen
         E-mail: sgreenberg@jonesday.com
                 mcohen@jonesday.com

Sponsor Lenders' attorneys:

         Simpson Thacher & Bartlett LLP
         425 Lexington Avenue
         New York, New York 10017
         Attn: Elisha D. Graff
         E-mail: egraff@stblaw.com

Ad Hoc Cross-Holder Group's attorneys:

         Milbank, Tweed, Hadley & McCloy LLP
         28 Liberty Street
         New York, New York 10005
         Attn: Gerard Uzzi
         Eric Stodola
         E-mail: guzzi@milbank.com
                 estodola@milbank.com


RYERSON HOLDING: S&P Raises CCR to 'B'; Outlook Stable
------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on Ryerson
Holding Corp. to 'B' from 'B-'.  The outlook is stable.

At the same time, S&P raised its issue-level rating on the
company's $650 million senior secured notes to 'B' from 'B-'.  The
'4' recovery rating on the notes is unchanged, which indicates
S&P's expectation of average (30%-50%; rounded estimate: 40%)
recovery in the event of a payment default.

"The upgrade to 'B' from 'B-' reflects our view that Ryerson's
credit measures are improving due to a more moderate capital
structure caused by reduced debt and an equity issuance," said S&P
Global Ratings credit analyst William Ferara.  In 2016, the company
issued about $72 million in equity and used the majority of the
proceeds to pay down its 11.25% notes due in 2018.  The company's
operating performance and EBITDA margin improvement is benefitting
from an ongoing focus on higher margin, value-added products, cost
cutting, stronger end-market demand, and somewhat stable metals
prices.

The stable outlook reflects S&P's expectation of improving demand,
supportive macroeconomic conditions, and adequate credit metrics
for the rating over the next 12 months.  S&P expects the company's
debt to EBITDA will be about 5x to 6x and adjusted EBITDA margins
will be roughly 7% over the next 12 months.

S&P could lower the ratings if there is a material decline in
commodity prices or demand such that adjusted debt leverage were
sustained above 8x, which could occur if EBITDA margin fell by
about 200 basis points.  While S&P do not view this scenario as
likely over the next 12 months given its view of the overall
economic backdrop and support from trade policies, this risk still
persists given inherently volatile industry conditions.

S&P views an upgrade as unlikely over the next 12 months given the
broader risk profile of the service center industry and the
company's financial sponsor ownership.  If the company is able to
sustain debt leverage below 4x, considering broadly stable metals
market conditions, and an expectation exists that the sponsor and
management are committed to operating at lower levels of leverage,
S&P could raise the rating.  An improvement in EBITDA margins of
over 200 basis points, which is unlikely over the next 12 months,
would be needed before the rating could be considered for an
upgrade.


SANDFORD AND SON: To Pay Debts Through $2K Monthly Budget Surplus
-----------------------------------------------------------------
Sandford and Son filed with the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania a joint disclosure statement
regarding the Chapter 11 plan for the Debtor and Jay Sandford dated
May 3, 2017.

The Debtors intend to pay the allowed claims against the estates
using a combination of the monthly budget surplus of at least
$2,284 and the sale of property

Administrative expenses at the Confirmation Date for Debtors'
attorney, John M. Keating, are presently unknown.  However, Debtors
anticipate that they will be asserted in at least the very
approximate amount of $65,000 to $70,000.

In addition, the Debtors must pay a quarterly fee to the U.S.
Trustee of $325 each for each quarter in which disbursements were
less than $15,000, $650 for each quarter in which disbursements
were $15,000 or more but less than $75,000, and $975 for each
quarter in which disbursements were $75,000 or more but less than
$150,000.

All Administrative Claims are subject to allowance by the Court and
its determination of the reasonableness of the amounts; any party
in interest can object to any claim for administrative fees and
expenses.

The holders of allowed claims which are Administrative Claims will
receive, on account of claims, cash in the amount of the claims (i)
as soon as practical on or after the Effective Date or (ii) at the
option of the Debtors, in accordance with the ordinary business
terms of payment of the claims.

Professionals employed at the expenses of the estates of the
Debtors and entities who may be entitled to reimbursement or the
allowance of fees and expenses from the estates of the Debtors
pursuant to subparagraphs (2) through (6) of Section 503(b) of the
Bankruptcy Code, will receive cash in the amount awarded to
professionals and entities at times and only in accordance with a
final court order.

The Disclosure Statement is available at:

          http://bankrupt.com/misc/paeb14-18330-229.pdf

As reported by the Troubled Company Reporter on March 27, 2017, the
Debtor asked the Court to approve the disclosure statement
explaining the Chapter 11 plan of reorganization for Jay Sandford
and the company.  The plan proposes to pay claims through a
combination of the monthly budget surplus of at least $1,097 and
the sale of Mr. Sandford's real property located at 3054 Limekiln
Pike, Glenside, Pennsylvania.

                  About Sandford and Son

Sandford and Son filed a Chapter 11 petition (Bankr. E.D. Pa. Case
No. 14-18330) on Oct. 17, 2014.  Jay Sandford also sought Chapter
11 protection (Case No. 14-18364).

Jay Sandford started buying investment properties in Philadelphia
in the 1970s with his late father, Walter Sandford (former jointly
administered debtor in this case), which they rented out to
tenants.

The Hon. Jean K. FitzSimon presides over the cases.

Sandford and Son estimated assets and liabilities of $1 million to
$10 million.


SASSAFRAS HILL: Secured Creditor to Get $5,744 in 1 Yr, Plus 4.25%
------------------------------------------------------------------
Sassafras Hill Communications, Inc., filed with the U.S. Bankruptcy
Court for the District of Alaska a plan of reorganization and
disclosure statement.

NLACo, which holds a secured claim totaling $67,377.56, will be
paid $5,744.80 per month, with the payments to begin July 2017 and
end July 2018.  The payments will accrue interest at 4.25% per
annum.  The secured claim will be paid via the exit financing
mechanism.  The Debtor believes that the monthly lease payment from
Verizon in the amount of $5,819.79 will pay off the loan to NLACo
by August 2018.  The Debtor has no priority unsecured claims and
general unsecured claims.

A full-text copy of the Disclosure Statement dated May 12, 2017, is
available at http://bankrupt.com/misc/arwb14-71225-124.pdf

Since 1998, Sassafras Hill Communications, Inc., has been in the
business of cell tower leasing.  Simmons Bank had started
foreclosure proceedings on all debts that were owed to them by all
entities owed by Julian and Jane Archer, including the Debtor.

Sassafras Hill Communications, Inc., filed a Chapter 11 petition
(W.D. Ark. Bankr., Case No. 14-71225) on on April 21, 2014, and is
represented by:

     Stanley V. Bond, Esq.
     Attorney at Law
     P.O. Box 1893
     Fayetteville, AR 72701-1893
     Tel: (479) 444-0255
     Fax: (479) 444-7141
     Email: attybond@me.com


SEARCHMETRICS INC: Proposes Plan to Exit Chapter 11 Protection
--------------------------------------------------------------
Searchmetrics Inc. has filed a Chapter 11 plan of reorganization,
which provides for two alternatives with respect to the treatment
of unsecured creditors.  

Under the first construct, creditors holding Class 5A general
unsecured claims will be paid in full provided that the claims of
BrightEdge do not exceed $250,000.  

Under the second construct of the plan, Searchmetrics GmbH, the
company's parent, will provide a pot of cash equal to the value of
the company, which will be used to fund the "claims pool."  

If the claims of BrightEdge exceed the $250,000 cap and the amount
of the new value, creditors holding Class 5B claims will receive
their pro rata share of the claims pool.

Searchmetrics GmbH has committed to fund the proposed restructuring
plan, according to the disclosure statement filed on May 10 with
the U.S. Bankruptcy Court in Delaware.

A copy of the disclosure statement is available for free at
https://is.gd/DCql33

Searchmetrics is represented by:

     William E. Chipman, Jr., Esq.
     Mark D. Olivere, Esq.
     Chipman Brown Cicero & Cole, LLP
     Hercules Plaza
     1313 North Market Street, Suite 5400
     Wilmington, DE 19801
     Tel: (302) 295-0191
     Fax: (302) 295-0199
     Email: chipman@chipmanbrown.com
     Email: olivere@chipmanbrown.com

                    About Searchmetrics Inc.

Headquartered in San Mateo, California, Searchmetrics Inc. --
http://www.searchmetrics.com/-- a wholly owned subsidiary of
Searchmetrics GmbH, develops search analytics software solutions.
It offers Searchmetrics Suite, a SaaS solution that provides
companies with a view of the search engine optimization (SEO)
performance of their Websites, as well as the search strategies of
their competitors; and SEO consulting through its network of
partners.  The Company has over 100,000 users worldwide, many of
whom are respected brands like T-Mobile, eBay and Siemens.

Searchmetrics Inc. filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 17-11032) on May 8, 2017, estimating the
Debtor's assets between $1 million and $10 million and liabilities
between $10 million and $50 million.  The petition was signed by
Wayne P. Weitz, chief restructuring officer.

Judge Christopher S. Sontchi presides over the case.

William E. Chipman, Jr., Esq., and Mark D. Olivere, Esq., at
Chipman Brown Cicero & Cole, LLP, serve as the Debtor's bankruptcy
counsel.  DLA Piper LLP (US) is the Debtor's litigation counsel.


SEARCHMETRICS INC: Seeks to Hire EisnerAmper, Appoint CRO
---------------------------------------------------------
Searchmetrics Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire EisnerAmper LLP and appoint
the firm's managing director as chief restructuring officer.

AS CRO, Wayne Weitz, managing director of EisnerAmper's Bankruptcy
and Restructuring Group, will lead in the development of
restructuring plans or strategic alternatives to maximize the
Debtor's enterprise value; and in the preparation of a Chapter 11
plan of reorganization.

Mr. Weitz will also serve as the Debtor's principal contact with
its stakeholders, lenders and any committee appointed in its case.

Other services to be provided by the CRO and his firm are:

     (a) negotiating the terms of agreements between the Debtor
         and its parent;

     (b) attending meetings;

     (c) assisting the Debtor in the compilation and preparation
         of financial information and monthly operating reports;

     (d) assisting the Debtor in the preparation of a liquidation

         valuation for a reorganization plan;

     (e) assisting the Debtor in managing and executing the
         reconciliation process involving claims filed by all
         creditors;

     (f) providing testimony at the Debtor's request;

     (g) assisting the Debtor's personnel with external            
               
         communications and negotiations with lenders, creditors,
         and other parties;

     (h) assisting in the preparation of weekly and monthly
         reporting in accordance with the debtor-in-possession
         credit facility;

     (i) assisting in the development of communication strategies
         and materials for effective communication with employees,

         customers, suppliers and investors.

The firm will receive $65,000 per month, payable in advance, for
its services.

EisnerAmper received on March 9 an initial retainer of $65,000 for
the preparation and filing of the Debtor's case.  In the 90 days
prior to the filing, the firm received a total of $233,289.80.

Mr. Weitz disclosed in a court filing that his firm does not have
any interest adverse to the Debtor's bankruptcy estate or
creditors.

The firm can be reached through:

     Wayne P. Weitz
     EisnerAmper LLP
     750 Third Avenue
     New York, NY 10017
     Phone: 212-949-8700

                    About Searchmetrics Inc.

Headquartered in San Mateo, California, Searchmetrics Inc. --
http://www.searchmetrics.com/-- a wholly owned subsidiary of
Searchmetrics GmbH, develops search analytics software solutions.
It offers Searchmetrics Suite, a SaaS solution that provides
companies with a view of the search engine optimization (SEO)
performance of their Websites, as well as the search strategies of
their competitors; and SEO consulting through its network of
partners.  The Company has over 100,000 users worldwide, many of
whom are respected brands like T-Mobile, eBay and Siemens.

Searchmetrics Inc. filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 17-11032) on May 8, 2017, estimating the
Debtor's assets between $1 million and $10 million and liabilities
between $10 million and $50 million.  

Judge Christopher S. Sontchi presides over the case.  The Debtor
hired Chipman Brown Cicero & Cole, LLP as lead bankruptcy counsel
and DLA Piper LLP (US) as litigation counsel.  Wayne Weitz,
managing director of EisnerAmper's Bankruptcy and Restructuring
Group, serves as chief restructuring officer.  He signed the
bankruptcy petition.


SEARCHMETRICS INC: Taps Chipman Brown as Legal Counsel
------------------------------------------------------
Searchmetrics Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire legal counsel in connection
with its Chapter 11 case.

The Debtor proposes to hire Chipman Brown Cicero & Cole, LLP to,
among other things, give legal advice regarding its duties under
the Bankruptcy Code, assist in the disposition of its assets by
sale or otherwise, and prepare a bankruptcy plan.

The firm's current hourly rates range from $475 to $645 for
partners and $295 to $350 for associates.  Paralegals charge $225
per hour for paralegals.

The principal attorneys and paralegals proposed to represent the
Debtor are:


     William Chipman, Jr.     $595
     Mark Olivere             $475
     David Giattino           $295
     Michelle Dero            $225

Chipman received advance retainer fees from the Debtor in the total
amount of $125,000 within 90 days prior to the bankruptcy filing.

William Chipman, Jr., Esq., at Chipman, disclosed in a court filing
that the firm is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code.

The firm can be reached through:

     William E. Chipman, Jr., Esq.
     Chipman Brown Cicero & Cole, LLP
     Hercules Plaza
     1313 North Market Street, Suite 5400
     Wilmington, DE 19801
     Phone: (302) 295-0193
     Email: Chipman@ChipmanBrown.com    

                    About Searchmetrics Inc.

Headquartered in San Mateo, California, Searchmetrics Inc. --
http://www.searchmetrics.com/-- a wholly owned subsidiary of
Searchmetrics GmbH, develops search analytics software solutions.
It offers Searchmetrics Suite, a SaaS solution that provides
companies with a view of the search engine optimization (SEO)
performance of their Websites, as well as the search strategies of
their competitors; and SEO consulting through its network of
partners.  The Company has over 100,000 users worldwide, many of
whom are respected brands like T-Mobile, eBay and Siemens.

Searchmetrics Inc. filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 17-11032) on May 8, 2017, estimating the
Debtor's assets between $1 million and $10 million and liabilities
between $10 million and $50 million.  

Judge Christopher S. Sontchi presides over the case.  The Debtor
hired Chipman Brown Cicero & Cole, LLP as lead bankruptcy counsel
and DLA Piper LLP (US) as litigation counsel.  Wayne Weitz,
managing director of EisnerAmper's Bankruptcy and Restructuring
Group, serves as chief restructuring officer.  He signed the
bankruptcy petition.


SEARCHMETRICS INC: Taps DLA Piper as Special Counsel
----------------------------------------------------
Searchmetrics Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire DLA Piper LLP (US) as special
counsel.

The firm will represent the Debtor in its adversary case against
BrightEdge Technologies, Inc., which seeks to estimate the claims
of, and counterclaims against, the company.  The claims are related
to a patent infringement suit action filed by BrightEdge against
the Debtor in the Northern District of California, and a separate
lawsuit filed in the Santa Clara Superior Court.

The firm's hourly rates range from $760 to $995 for partners,
$410 to $845 for associates, and $265 to $330 for
paraprofessionals.

The principal attorneys designated to represent the Debtors are:

     Rajiv Dharnidharka     $837.90
     Carrie Williamson         $775
     Timothy Lohse             $890
     Steve Kimball             $665

Rajiv Dharnidharka, Esq., at DLA Piper, disclosed in a court filing
that his firm does not represent any interest adverse to the Debtor
or its bankruptcy estate.

The firm can be reached through:

     Rajiv Dharnidharka, Esq.
     DLA Piper LLP (US)
     400 Capitol Mall, Suite 2400
     Sacramento, CA
     Phone: 95814-4428
     Phone: +1 916 930 3200
     Fax: +1 916 930 3201
     Email: rajiv.dharnidharka@dlapiper.com

                    About Searchmetrics Inc.

Headquartered in San Mateo, California, Searchmetrics Inc. --
http://www.searchmetrics.com/-- a wholly owned subsidiary of
Searchmetrics GmbH, develops search analytics software solutions.
It offers Searchmetrics Suite, a SaaS solution that provides
companies with a view of the search engine optimization (SEO)
performance of their Websites, as well as the search strategies of
their competitors; and SEO consulting through its network of
partners.  The Company has over 100,000 users worldwide, many of
whom are respected brands like T-Mobile, eBay and Siemens.

Searchmetrics Inc. filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 17-11032) on May 8, 2017, estimating the
Debtor's assets between $1 million and $10 million and liabilities
between $10 million and $50 million.  

Judge Christopher S. Sontchi presides over the case.  The Debtor
hired Chipman Brown Cicero & Cole, LLP as lead bankruptcy counsel
and DLA Piper LLP (US) as litigation counsel.  Wayne Weitz,
managing director of EisnerAmper's Bankruptcy and Restructuring
Group, serves as chief restructuring officer.  He signed the
bankruptcy petition.


SEARCHMETRICS INC: Taps JND Corporate Restructuring as Claims Agent
-------------------------------------------------------------------
Searchmetrics, Inc seeks authority from the US Bankruptcy Court for
the District of Delaware to employ JND Corporate Restructuring as
claims and noticing agent.

Services to be provided by JND are:

     a. prepare and serve required notices and documents in the
cases in accordance with the Bankruptcy Code and the Bankruptcy
Rules in the form and manner directed by the Debtors and/or the
Court;

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

     c. maintain (i) a list of all potential creditors, equity
holders and other parties-in-interest; and (ii) a "core" mailing
list consisting of all parties described in sections 2002(i), (j)
and (k) and those parties that have filed a  notice of appearance
pursuant to Bankruptcy Rule 9010; update said lists  and make said
lists available upon request by a party-in-interest or the Clerk;

     d. furnish a notice to all potential creditors of the last
date for the filing of proofs of claim and a form for the filing of
a proof of claim, after such notice and form are approved by this
Court, and notify said potential creditors of the existence, amount
and classification of their respective claims as set forth in the
Schedules, which may be effected by inclusion of such information
on a customized proof of claim form provided to potential
creditors;

     e. maintain a post office box or address for the purpose of
receiving claims and returned mail, and process all mail received;

     f. for all notices, motions, orders or other pleadings or
documents served, prepare and file or caused to be filed with the
Clerk an affidavit or certificate of service within seven (7)
business days of service which includes (i) either a copy of the
notice served or the docket numbers(s) and title(s) of the
pleading(s) served, (ii) a list of persons to whom it was mailed
(in alphabetical order) with their addresses, (iii) the manner of
service, and (iv) the date served;

     g. process all proofs of claim or proofs of interest received,
including those received by the Clerk’s Office, and check said
processing for accuracy, and maintain the original proofs of claim
or proofs of interest in a secure area;

     h. maintain the official claims register for each Debtor on
behalf of the Clerk; upon the Clerk’s request, provide the Clerk
with certified, duplicate unofficial Claims Registers; and specify
in the Claims Registers the following information for each claim
docketed: (i) the claim number assigned, (ii) the date received,
(iii) the name and address of the claimant and agent, if
applicable, who filed the claim, (iv) the amount asserted, (v) the
asserted classification(s) of the claim (e.g., secured, unsecured,
priority, etc.), (vi) the applicable Debtor, and (vii) any
disposition of the claim;

     i. implement necessary security measures to ensure the
completeness and integrity of the Claims Registers and the
safekeeping of the original claims;

     j. record all transfers of claims and provide any notices of
such transfers as required by Bankruptcy Rule 3001(e);

     k. relocate, by messenger or overnight delivery, all of the
court-filed proofs of claim to the offices of the Claims and
Noticing Agent, not less than weekly;

     l. upon completion of the docketing process for all claims
received to date for each case, turn over to the Clerk copies of
the claims register for the Clerk's review (upon the Clerk's
request);

     m. monitor the Court's docket for all notices of appearance,
address changes, and claims-related pleadings and orders filed and
make necessary notations on and/or changes to the claims register;

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

     o. if a case is converted to chapter 7, contact the Clerk's
Office within three (3) days of the notice to Claims and Noticing
Agent of entry of the order converting the case;

     p. 30 days prior to the close of this cases, to the extent
practicable, request that the Debtors submit to the Court a
proposed Order dismissing the Claims and Noticing Agent and
terminating the services of such agent upon completion of its
duties and responsibilities and upon the closing of these cases;

     q. within seven days of notice to the Claims Agent of entry of
an order closing the chapter 11 case, provide to the Court the
final version of the claims register as of the date immediately
before the close of the case; and

     r. at the close of this case, (i) box and transport all
original documents, in proper format, as provided by the Clerk's
Office, to (A) Philadelphia Federal Records Center, 14470 Townsend
Road, Philadelphia, Pennsylvania 19154 or (B) any other location
requested by the Clerk's Office; and (ii) docket a completed SF-135
Form indicating the accession and location numbers of the archived
claims.

JND current hourly rates are:

     Clerical                $35.00 – $40.00
     Case Assistant          $65.00 – $80.00
     IT Manager              $105.00 - $120.00
     Case Consultant         $135.00 - $140.00
     Senior Case Consultant  $155.00 - $160.00
     Case Director           $175.00 - $190.00

Travis K. Vandell, CEO of JND Corporate Restructuring, attests that
JND neither holds nor represent any interest materially adverse to
the Debtor's estate in connection with any matter on which it would
be employed and that it is a "disinterested person" within the
meaning of section 101(14) of the Bankruptcy Code.

The Firm can be reached through:

     Travis K. Vandell
     JND CORPORATE RESTRUCTURING
     8269 East 23rd Avenue, Suite 275
     Denver, CO 80238
     Tel: 1-800-207-7160
     Email: travis.vandell@jndla.com

                 About Searchmetrics Inc.

Headquartered in San Mateo, California, Searchmetrics Inc. --
http://www.searchmetrics.com/-- a wholly owned subsidiary of
Searchmetrics GmbH, develops search analytics software solutions.
It offers Searchmetrics Suite, a SaaS solution that provides
companies with a view of the search engine optimization (SEO)
performance of their Websites, as well as the search strategies of
their competitors; and SEO consulting through its network of
partners.  The Company has over 100,000 users worldwide, many of
whom are respected brands like T-Mobile, eBay and Siemens.

Searchmetrics Inc. filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 17-11032) on May 8, 2017, estimating the
Debtor's assets between $1 million and $10 million and liabilities
between $10 million and $50 million.  The petition was signed by
Wayne P. Weitz, chief restructuring officer.
Judge Christopher S. Sontchi presides over the case.

William E. Chipman, Jr., Esq., and Mark D. Olivere, Esq., at
Chipman Brown Cicero & Cole, LLP, serve as the Debtor's bankruptcy
counsel.

DLA Piper LLP (US) is the Debtor's litigation counsel.


SEMTECH CORP: Egan-Jones Hikes Senior Unsecured Ratings to BB
-------------------------------------------------------------
Egan-Jones Ratings, on May 1, 2017, raised the local currency and
foreign currency senior unsecured ratings on debt issued by Semtech
Corp to BB from BB-.

Headquartered in Camarillo, California, Semtech Corporation is a
supplier of analog and mixed-signal semiconductors.


SHIRLEY MCCLURE: Trustee Selling Invitational Property for $335K
----------------------------------------------------------------
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 93
Invitational Drive, Gaylord, Michigan ("Invitational Property"), to
Andrew Hees for $335,000, subject to overbid.

A hearing on the Motion is set for June 27, 2017 at 10:00 a.m.

The Invitational Property is one of three real properties held by
the Estate in Gaylord, Michigan ("Michigan Properties").  The other
two are: (i) residential real property located at 145 North Otsego
Drive, Gaylord, Michigan; and (b) a vacant lot ("Lot 13") that is
adjacent to the Invitational Property.  The adjacent Lot 13 is
owned in part by the Debtor's son, Jason McClure, and is not being
sold.

The Invitational Property is situated at the north end of the lower
peninsula, adjacent to a golf course and near a military facility.
Prior to the appointment of the Trustee in August 2016, the
Invitational Property was rented to an officer formerly stationed
at the military facility for $1,800 per month.  However, that
tenant vacated the property in July 2016.  Due to the severe
winters in Gaylord, the rental market is seasonal, and no
replacement tenant was found during the winter season just ended.

The Invitational Property is not encumbered by any secured debt.
However, maintaining and repairing the Invitational Property,
including payments for utilities, insurance, cleaning and repairs,
has cost the Estate $4,111 for the period commencing with the
Trustee's appointment through May 2, 2017.  As such, the
Invitational Property has been a drain on the resources of the
Estate, prompting the Trustee to determine in the exercise of his
sound business judgment that a sale of the Invitational Property is
in the best interests of the Estate and all having an interest
therein.  

The Trustee is not aware of any liens claims and interests
encumbering the Invitational Property, other than certain real
property taxes which were disclosed in a preliminary title report,
and which the Trustee believes he has already paid.

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 Application to which the Trustee timely filed and served his
reply.  Following a hearing held on Feb. 21, 2017, the Court
entered its order overruling the Debtor's Objection and granting
the Application on Feb. 28, 2017.

Berkshire Hathaway has been actively marketing the Invitational
Property since that time, and has identified the Purchaser for the
property, and conveyed offers and counter-offers between the
Trustee and the Purchaser.  The Trustee, in the exercise of his
sound business judgment, has agreed to sell the Invitational
Property "as is" with no contingencies or warranties, and free and
clear of any and all liens, claims, and interests to the Purchaser
for $335,000.  As is set forth in the Purchase Agreement, the sale
of the Invitational Property to the Purchaser is subject to
approval by the Court and to overbid.  The Purchaser has paid a
deposit of $16,750 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_1194_Sales.pdf

The Bidding Procedures 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
the procedures will permit him to achieve the highest price for the
Invitational Property without unduly delaying the sale.  The
Trustee asks approval of the Bidding Procedures.

The salient terms of the Bidding Procedures are:

          a. Bid Deadline: June 21 2017 at 4:00 p.m.

          b. Initial Overbid Amount: $345,000

          c. Deposit: Greater than $17,250 and 5% of the amount the
overbid

          d. Auction: At the hearing on the Motion, at 10:00 a.m.
on June 27, 2017

          e. Bid Increments: $1,000

          f. 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.

The Trustee seeks authority to pay from escrow a total commission
of up to 7% of the final purchase price to Berkshire Hathaway.  The
Trustee also seeks authority to pay the seller's customary costs of
sale, including title and escrow charges, from escrow.

The Invitational Property is not the Debtor's residence, and the
Debtor has not (and could not) claim any homestead exemption with
respect to it.  Moreover, the Trustee is unaware of any liens
encumbering the Invitational Property, with the result that
proceeds of the sale will be available for the benefit of creditors
through the sale process proposed by the Motion.  Accordingly, the
Trustee asks the Court to approve the relief sought.

The Trustee asks that the Court waives 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).

Counsel for Trustee:

          Jon L.R. Dalberg
          LANDAU GOTTFRIED & BERGER LLP
          1801 Century Park East, Suite 700
          Los Angeles, CA 90067
          Telephone: (310) 557-0050 (Main)
                     (310) 691-7372 (Direct)
          Facsimile: (310) 557-0056
          E-mail: jdalberg@lgbfirm.com

Shirley Foose McClure sought Chapter 11 protection (Bankr. C.D.
Cal. 1:13-bk-10386-GM) on  Dec. 21, 2012.  The Debtor tapped James
R Felton, Esq., Andrew Goodman, Esq., Yi S Kim, Esq., Faye C Rasch,
Esq., and Robert M Scholnick, Esq. at Lobel Weiland Golden Friedman
LLP, as counsel.  John P. Reitman was appointed as the Trustee for
the Debtor on Aug. 3, 2016.  The Trustee is represented by Jon L.R.
Dalberg, Esq. at Landau Gottfried & Berger LLP.


SHUN LEE PALACE: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
The Office of the U.S. Trustee on May 15 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Shun Lee Palace, Inc.

Shun Lee Palace, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. D. Md. Case No. 17-14720) on April 5, 2017, disclosing less
than $1 million in both assets and liabilities.  The Debtor is
represented by Axelson Williamowsky Bender & Fishman, P.C., as
attorney.


SKG THE PARK: Clark County Taxing Authority to Get Full Payment
---------------------------------------------------------------
SKG The Park at Spanish Ridge, LLC, filed with the U.S. Bankruptcy
Court for the District of District of Nevada a first amended
disclosure statement for the Debtor's plan of reorganization.

The Class 1 Secured Claim of the Clark County Taxing Authority is
impaired by the Plan, and will be paid in full on the 90th day
after the Effective Date of the Plan, in the approximate amount of
$23,619.38.  

Pursuant to the Plan, and as the Debtor's principal restructuring
transactions, the Debtor seeks to (a) sell the 8912 Property and
8918 Property pursuant to Section 363 of the Bankruptcy Code, in
conjunction with the Plan Confirmation process, and (b) if the sale
of one or both of the buildings does not generate enough proceeds
to pay the secured claim of Wells Fargo in full, then the Debtor
will reorganize around one or both of the 8912 Property or 8918
Property through a re-amortization of the Wells Fargo loan
documents.  

The Debtor will extensively market the Property up to the bid
deadline, which is 14 days prior to the Confirmation Hearing, which
will be for a minimum of 45 days and will mail notice of the
Debtor's proposed auction sale and bid procedures to the top 30
commercial brokers in Las Vegas, Nevada, as listed by Vegas, Inc.
magazine.  Any proposed transaction respecting the sale of the
Property is subject to the prior approval of the Court.

If the sale of the Property does not generate enough proceeds to
pay the secured claim of Wells Fargo in full, the Debtor will
demonstrate at confirmation that the re-amortization of the Wells
Fargo Loan Documents around the Property not sold is feasible and
affordable.  Specifically, the Debtor will demonstrate the payment
of the balance of the amounts owed to Wells Fargo after the closing
of the sale of either the 8912 Property or 8918 Property, is
achievable based on a loan of 4.15%, amortized over 30 years, with
a balloon payment due on the tenth anniversary of the Effective
Date.

Persons interested in acquiring one or both of the 8912 Property or
the 8918 Property of the Debtor must submit a qualifying bid to the
Debtor's counsel by 5:00 p.m., Prevailing Pacific Time, at least 14
Days prior to the Confirmation Hearing, unless the date is extended
in the sole discretion of the Debtor.  The Confirmation Hearing
will also serve as the hearing to approve the sale of the Property.
The transactions to be implemented pursuant to the Plan are
subject to a determination of the Debtor of which Entity or
Entities, if any, has submitted the highest and best bid for the
Property.

The First Amended Disclosure Statement is available at:

            http://bankrupt.com/misc/nvb17-10955-110.pdf

As reported by the Troubled Company Reporter on April 20, 2017, the
Debtor filed with the Court a disclosure statement in support
of its plan of reorganization.  Class 3 under the plan consists of
the general unsecured claims.  The Debtor estimates that the amount
of the general unsecured claims totals approximately $100,000.
This class will be paid in full on the 90th day after the effective
date of the plan.

              About SKG The Park at Spanish Ridge, LLC

SKG The Park at Spanish Ridge, LLC sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 17-10955) on
March 1, 2017.  The petition was signed by Jerry Kramer and John
Schadler, managing members. The case is assigned to Judge Mike K.
Nakagawa.

At the time of the filing, the Debtor disclosed $28.36 million in
assets and $24.49 million in liabilities.

Samuel A. Schwartz, Esq., Bryan A. Lindsey, Esq., and M. Michelle
Nisce, Esq., at Schwartz Flansburg PLLC serve as the Debtor's legal
counsel.

James H. Walton, Esq., at Nitz Walton, Ltd., is the Debtor's
counsel in an appellate proceeding.


SOUTHWEST SILK: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
The Office of the U.S. Trustee on May 17 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Southwest Silk Screening Inc.

                 About Southwest Silk Screening

Southwest Silk Screening Inc. sought protection under Chapter 11 of
the Bankruptcy Code (S.D. Tex. Case No. 17-32431) on April 21,
2017.  The petition was signed by Marcus Stalarow, president.  

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

Mitchell Buchman, Esq., represents the Debtor as bankruptcy
counsel.


SPECTRASCIENCE INC: Delays Filing of 1st Quarterly Report
---------------------------------------------------------
SpectraScience, Inc.'s quarterly report on Form 10-Q for the period
ended March 31, 2017, will be delayed, the Company's CFO Lowell W.
Giffhorn informed the Securities and Exchange Commission.

"As the result of the time required to calculate and review complex
derivative accounting issues required to be included in the
quarterly report on Form 10-Q, the registrant is not able to file
the unaudited financial statements for the quarter ended March 31,
2017 until later this week. We believe that the subject Quarterly
Report will be available for filing on or before May 22, 2017," the
CFO said.

An independent auditor in a March 2017 report raised substantial
doubt about the Company's ability to continue as a going concern.
Haynie & Company of Salt Lake City, Utah, said, "the Company has
suffered recurring losses from operations and its ability to
continue as a going concern is dependent on the Company's ability
to attract investors and generate cash through issuance of equity
instruments and convertible debt. This raises substantial doubt
about the Company’s ability to continue as a going concern."

SpectraScience filed its annual report on Form 10-K on March 31.
The Company posted a net loss of $4,466,567 for 2016 and $3,634,868
for 2015.  Annual revenues were $5,150 for 2016 and $6,600 for
2015.

At December 31, 2016, the Company had $1,386,367 in total assets
against total current liabilities of $10,801,550, Long-term secured
convertible debt of $1,100,000, and total shareholders' deficit of
$10,546,033.

As of December 31, 2016, the Company had a working capital deficit
of $10,439,697 and cash of $3,550, compared to a working capital
deficit of $8,324,600 and cash of $127,493 as of December 31, 2015.


In December 2011, the Company entered into an Engagement Agreement
with Laidlaw & Company (UK) Ltd., which Engagement Agreement was
amended in July 2012. Under the Engagement Agreement, Laidlaw
agreed to assist the Company in raising up to $20.0 million in
capital over a two year period from the date of the Engagement
Agreement. Subsequent to June 30, 2013, the Company has engaged
another agent to assist it with raising capital and has commenced
raising capital on its own.

For the year ended December 31, 2016, the Company raised
approximately $1,455,000 under various funding agreements. However,
if the Company does not receive additional funds in a timely
manner, the Company could be in jeopardy as a going concern.  The
Company warned it may not be able to find alternative capital or
raise capital or debt on terms that are acceptable. Management
believes that if the events defined in the various funding
agreements occur as expected, such proceeds will be sufficient to
allow the Company to sustain operations until it attains
profitability and positive cash flows from operations. However, the
Company may incur unknown expenses or may not be able to meet its
revenue expectations requiring it to seek additional capital. In
such event, the Company said it may not be able to find capital or
raise capital or debt on terms that are acceptable.

Meanwhile, on April 24, 2017, the Company's Board of Directors
voted to submit to the Company's shareholders a proposal to amend
the Company's Amended and Restated Articles of Incorporation to
increase the number of authorized shares of capital stock from
2,000,000,000 to 3,000,000,000, consisting of an increase in
authorized shares of common stock from 1,996,000,000 to
2,996,000,000.  A copy of the Information sheet filed with the SEC
is available at https://is.gd/z7b1kK

                    About SpectraScience

SpectraScience, Inc., develops and manufactures innovative Laser
Induced Fluorescence spectrophotometry systems capable of
determining whether tissue is normal, pre-cancerous or cancerous
without removing tissue from the body. The WavSTAT Optical Biopsy
System is SpectraScience's first product to incorporate its
proprietary fluorescence technology for clinical use. The WavSTAT
System carries the CE mark designation which allows for the sale
and marketing in the European Union for the diagnosis of cancer.  


STEVE'S FROZEN: Has Court's Interim Nod to Use Cash Collateral
--------------------------------------------------------------
The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida has authorized Steve's Frozen
Chillers, Inc., to use cash collateral on an interim basis, through
May 18, 2017.

An evidentiary hearing on the continued use of cash collateral will
be held on May 18, 2017, at 1:30 p.m.

                About Steve's Frozen Chillers

Founded in 2001, Steve's Frozen Chillers, Inc. --
http://stevesfrozenchillers.com/-- offers more than 20 flavors of

frozen drink mixes, both for alcoholic drinks and non-alcoholic,
including frozen cappuccinos, frozen energy drinks and skinny iced
coffee.  In 2016, the Company recorded gross revenue of $2.56
million compared to gross revenue of $3.09 million in 2015.

Steve's Frozen Chillers, Inc., filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 17-13690) on March 27, 2017.  The petition was
signed by Steven D Schoenberg, CEO.  At the time of filing, the
Debtor had $744,658 in assets and $1.94 million in liabilities.

The case is assigned to Judge Erik P. Kimball.  

Angelo A. Gasparri, Esq., at the Law Office of Angelo A. Gasparri,
is serving as bankruptcy counsel to the Debtor.


STONE ENERGY: Egan-Jones Raises Senior Unsecured Ratings to B-
--------------------------------------------------------------
Egan-Jones Ratings, on April 24, 2017, raised the local currency
and foreign currency ratings ​on commercial paper issued by Stone
Energy Corp. ​to B​ from D.  EJR also raised the senior
unsecured ratings issued by ​the Company to B- from C.

Stone Energy Corporation (NYSE: SGY) is an independent oil and
natural gas exploration and production company headquartered in
Lafayette, Louisiana with additional offices in New Orleans,
Houston and Morgantown, West Virginia.  Stone is engaged in the
acquisition, exploration, development and production of properties
in the Gulf of Mexico basin.


SUNCOKE ENERGY: S&P Affirms 'BB-' CCR; Outlook Stable
-----------------------------------------------------
S&P Global Ratings said that it has affirmed its 'BB-' corporate
credit rating on SunCoke Energy Inc. (SXC).  The rating outlook is
stable.

S&P also assigned its 'BB-' issue rating to the company's proposed
$675 million senior unsecured notes due 2025, issued by SunCoke
Energy Partners L.P. (SXCP).

In addition, S&P raised its issue rating on SXC's refinanced cash
flow revolver (downsized by $25 million to $100 million maturing in
2022) to 'BB+' from 'BB-'.  This was associated with a revision in
the recovery rating to '1' from '3', indicating S&P's expectation
of very high (90%-100%, rounded estimate: 95%) recovery in the
event of a payment default.

At the same time, S&P raised its issue rating on SXC's senior
unsecured notes to 'B+' from 'B'.  This was associated with a
revision in the recovery rating to '5' from '6' indicating S&P's
expectation of modest (10%-30%, rounded estimate: 15%) recovery in
the event of a payment default.

S&P also assigned a 'BB+' issue rating to SXCP's refinanced cash
flow revolver (upsized by $25 million to $275 million and maturing
in 2022).  The recovery rating is '1', indicating S&P's expectation
of very high (90%-100%, rounded estimate: 95%) recovery in the
event of a payment default.

In addition, S&P assigned a 'BB-' issue rating to SXCP's proposed
$675 million senior unsecured notes due 2025.  The recovery rating
is '3', indicating S&P's expectation of meaningful (50%-70%,
rounded estimate: 55%) recovery in the event of a payment default.

The contemplated transaction extends debt maturities, with no major
maturities within the next five years.  With the refinancing, the
company will increase debt by just under
$30 million.  S&P also anticipates $150 million in usage under
SXCP's $250 million cash flow revolver after the transaction
closes, which S&P expects the company will repay partially with
excess cash flows as part of its deleveraging plan in the next 12
months.  On a stand-alone basis, S&P expects SXC to be able to
service its debt with cash flows generated only from its assets
(Indiana Harbor, Jewell, and Brazil Coke), which is S&P's condition
for consolidating SXC and SXCP.  S&P further expects the company
will report a modest 5.5% increase in EBITDA by the end of 2017 and
further modest improvement in 2018.  As a result, S&P anticipates
consolidated adjusted debt leverage falling into the upper end of
the 3x-4x range within the next 12 months, compared with 4.1x pro
forma the refinancing, still appropriate for the rating.  Pro forma
the refinancing, revolver maturities at SXC and SXCP extend to 2022
and 2022 from 2018 and 2019, respectively.  At the same time,
partnership term loans due 2019 to 2021 are being refinanced with
the new notes due 2025.

S&P expects the primary drivers of operating performance in the
next 12 months to be increased volumes from the logistics business
and lower corporate costs.  S&P expects logistics volumes to
increase by 23% to about 23 million tons in 2017, due to favorable
seaborne thermal prices and a gain in new merchant coal business
domestically.  In addition, S&P expects the company to realize
about $6 million in companywide cost reductions in 2017.  S&P
expects these benefits will be partially offset by lower contract
recovery of operation and maintenance costs and the oven-rebuild
program at the Indiana Harbor coke-making facility.  Overall, S&P
expects stable operating performance of the coke-making business at
the MLP (master limited partnership), which includes Haverhill,
Middletown, and Granite City, with EBITDA slightly down from last
year due to Middletown returning to a normal EBITDA run rate in
2017.  Including the assets at SXC, Indiana Harbor, and Jewell, S&P
expects domestic coke-making EBITDA to be at about $188 million,
down 3% compared with last year.

SXC's key business risks include high customer concentration in its
coke segment--three steel makers account for all of the company's
coke sales--and exposure to the highly volatile international coal
prices, which could adversely affect the logistics business in a
period of persistent decline in coal prices.  S&P also considers
the company's limited production capacity a constraint, because
expansion would require significant capital investment in a new
coke-making facility.  These considerations are weighed against
SXC's long-term take-or-pay contracts with pass-through provisions,
which partially mitigate exposure to volatile pricing, and the
company's newer and environmentally compliant coke facilities
relative to other integrated coke producers that could increase
operating efficiency.

Pro forma the refinancing, S&P expects SXC and SXCP to each have
separately adequate liquidity with liquidity sources representing
at least 1.2x uses over the next 12 months.  S&P also expects that
both companies' sources will cover their respective uses and
continue to exceed their availability threshold under their credit
facilities even if forecast EBITDA declines by 15%.

The stable outlook reflects S&P's view that SXC will execute its
operating strategy to improve EBITDA by increasing the operating
efficiency of its coke assets and expanding the logistics business
in an environment where export market conditions continue to be
favorable.  Furthermore, S&P expects the company to apply excess
cash flow toward debt repayment.  Under these conditions, S&P
expects adjusted debt to EBITDA will fall in the upper end of the
3x–4x range within the next 12 months.

S&P could lower its ratings if it no longer expects consolidated
adjusted debt to EBITDA to fall below 4x within a year.  This would
happen if the adjusted EBITDA margin dropped more than 200 basis
points due to unexpected operational disruption in the coke
business or unfavorable export market conditions in the logistics
business.  S&P would lower the rating on SXC if the company becomes
dependent on distributions on SXCP to service its own debt.

Although unlikely, S&P could raise its ratings if consolidated
adjusted debt to EBITDA is sustained below 3x.  This could occur if
the company repaid about $100 million in debt and increased EBITDA
above $290 million due to material improvements in operating
efficiency or better-than-expected logistics business performance.


SUNSHINE HOME: Has Interim Authorization on Cash Collateral Use
---------------------------------------------------------------
Judge Robert D. Berger of the U.S. Bankruptcy Court for the
District of Kansas authorized Sunshine Home Health Care, Inc., to
use cash collateral on an interim basis only up to the limits set
forth in the budget attached to Debtor's Motion.

Judge Berger acknowledged that the Debtor has no source of income
other than from the operation of its businesses and the collection
of its accounts. He further acknowledged that if Debtor is not
permitted to use cash collateral in the ordinary course of its
business, it will be unable to pay its operating and business
expenses, thereby effectively precluding the Debtor's orderly
reorganization in these chapter 11 proceedings and causing imminent
and irreparable harm to its Bankruptcy Estate.

The Debtor is indebted to the Internal Revenue Service pursuant to
a filed lien, which holds a security interest in and liens upon
Debtor's account receivables.

Accordingly, the IRS is granted with replacement liens in
post-petition cash collateral of the Debtor, to the same extent
that the IRS has valid liens on pre-petition cash collateral. To
the extent that the adequate protection provided to the IRS proves
to be inadequate to protect the IRS against a post-petition
diminution in the value of its collateral, then the IRS is also
granted a super-priority administrative expenses.

The Debtor agrees to pay $1,000 to the IRS on or before July 1,
2017, with identical $1,000 amounts to be paid to the IRS on each
succeeding month, until confirmation of the Debtor's Plan of
Reorganization.

In addition, Judge Berger directed the Debtor, among other things,
to:

     (a) maintain, at all times, its cash, accounts, accounts
receivable, and inventory in the sum of at least $40,000;

     (b) timely file all post-petition tax returns and make timely
deposits of all post-petition taxes; and

     (b) serve copies of its monthly operating reports upon counsel
for the IRS.

A final hearing on Debtor's continued use of cash collateral will
be conducted on May 25, 2017 at 1:30 p.m.

A full-text copy of the Order, dated May 16, 2017, is available at
https://is.gd/gU88KI

                    About Sunshine Home

Sunshine Home is a full-service home health care agency serving the
greater Kansas City, KS area. The Debtor is a small business debtor
as defined in 11 U.S.C. Section 101(51D).  It posted gross revenue
of $3.23 million in 2016 and gross revenue of $3.78 million in
2015.

Sunshine Home Health Care, Inc. filed a Chapter 11 petition (Bankr.
D. Kan. Case No. 17-20797), on May 5, 2017. The Petition was signed
by Vanessa Trobough, president. The case is assigned to Judge
Robert D. Berger. The Debtor is represented by Colin N. Gotham,
Esq. at Evans & Mullinix, P.A. At the time of filing, the Debtor
had $75,501 in assets and $1.62 million in liabilities.


SUNSHINE HOME: Wants to Use Cash Collateral of IRS
--------------------------------------------------
Sunshine Home Health Care, Inc., seeks permission from the U.S.
Bankruptcy Court for the District of Kansas to use cash
collateral.

At the time of the filing, Debtor had cash and bank balances
account receivables of approximately $55,000.  

Upon information and belief, Debtor is indebted to the Internal
Revenue Service.  While Debtor has not fully analyzed the IRS
liens, Debtor does believe the IRS holds duly perfected liens on
Debtor's accounts receivable, inventory, and accounts.  The
Debtor's cash generated from the collection of prepetition accounts
receivable, accounts, and inventory are cash collateral.

The Debtor proposes providing the IRS with a replacement lien in
post-petition accounts, accounts receivable, and inventory in an
amount equal to but not to exceed the cash collateral used and to
the extent that use of cash collateral results in any decrease in
the aggregate value of the IRS's liens on the Debtor's property on
the Petition Date, the Debtor asserts that the postpetition grant
of a security interest in accounts receivable will provide adequate
protection to the IRS.

A copy of the budget is available at:

             http://bankrupt.com/misc/ksb17-20797-7.pdf

Headquartered in Basehor, Kansas, Sunshine Home Health Care, Inc.,
is a full-service home health care agency serving the greater
Kansas City, Kansas area.  The Debtor is a small business debtor.
It posted gross revenue of $3.23 million in 2016 and gross revenue
of $3.78 million in 2015.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
Kan. Case No. 17-20797) on May 5, 2017, listing $75,501 in total
assets and $1.62 million in total liabilities.  The petition was
signed by Vanessa Trobough, president.

Judge Robert D. Berger presides over the case.

Colin N. Gotham, Esq., at Evans & Mullinix, P.A., serves as the
Debtor's bankruptcy counsel.


SURVEY SAMPLING: S&P Lowers CCR to 'B-', Outlook Negative
---------------------------------------------------------
S&P Global Ratings said that it lowered its corporate credit rating
on Survey Sampling International LLC (SSI) to 'B-' from 'B'.  The
rating outlook is negative.

At the same time, S&P lowered its issue-level rating on the
company's first-lien credit facility to 'B-' from 'B'.  The '3'
recovery rating is unchanged indicating S&P's expectation for
meaningful recovery (50%-70%; rounded estimate: 60%) of principal
in the event of a payment default.

S&P also lowered its issue-level rating on the the company's
second-lien loan to 'CCC' from 'CCC+'.  The '6' recovery rating is
unchanged indicating S&P's expectation for negligible recovery
(0%-10%; rounded estimate: 5%) of principal in the event of a
payment default.

"The downgrade reflects our expectation that the covenant margin of
compliance on SSI's first-lien leverage ratio will decline to under
5% over the next 12 months," said S&P Global Ratings' credit
analyst Thomas Hartman.  "It also reflects our view that SSI's
discretionary cash flow generation will remain below $10 million
this year, and the company will have limited availability under the
revolving credit facility due to a tight covenant margin of
compliance."  SSI's leverage isn't decreasing fast enough to
outpace the tightening covenant parameters due to the combination
of flat EBITDA and increased debt burden due to prior acquisitions.
The company's first-lien leverage covenant has an aggressive
step-down schedule, which will likely result in a very thin margin
of compliance and could lead to a breach of covenant by the end of
2018.  In addition, this thin covenant margin of compliance would
limit access to the $23 million dollar revolving credit facility,
thus reducing liquidity.

SSI has underperformed S&P's expectations in each of the past two
years.  The company's acquisition of Instantly Inc. in 2016 didn't
generate as much revenue in 2016 as planned, and its total revenue
was further affected by a pullback in sales from key accounts.
Additionally, SSI's 2017 revenues won't benefit from the revenue
gain seen in political years, which further pressures the business
via elevated leverage on reduced EBITDA flow through.

"The negative outlook reflects our expectation that the margin of
compliance on SSI's first-lien leverage covenant will shrink to
under 5% over the next 12 months due to steep covenant step-downs
and a lack of political revenue in 2018, a nonelection year," said
Mr. Hartman.  "Barring an amendment, we believe there is a risk
that the company could violate this covenant if its key customers
spend less on survey panels and international growth stalls during
the year."

S&P could lower the corporate credit rating if it expects SSI will
violate its first-lien leverage covenant over the next 12 months,
and S&P don't believe covenant relief from an amendment is likely.
This could occur if market research firms' spending shift away from
survey panels and SSI's international growth stalls.

S&P could revise the outlook to stable if it expects the company's
key customers will increase spending on panels and international
growth will accelerate resulting in first-lien covenant margin of
compliance rising above 10% despite the steep covenant step-downs.
S&P could also revise the outlook to stable if the company is able
to get covenant relief from lenders, resulting in sustained margin
of compliance above 10%.


TATOES LLC: Secured Claims Total $26.5M Under 1st Amended Plan
--------------------------------------------------------------
Wahluke Produce, Inc., Tatoes, LLC, and Columbia Manufacturing,
Inc., filed a first amended plan of reorganization and disclosure
statement, which propose to pay all creditors (except insiders) in
full, with interest, over time.

Total secured claims against the Debtor are approximately
$26,540,000 (the previously filed Plan estimated secured claims to
total approximately $23,637,000).  The secured claims are comprised
largely of the secured claim of RAF and the secured claims of
Saddle Mountain Supply Company and Windflow Fertilizer Company,
both of whom provided inputs into Tatoes' 2016 crops prior to the
Petition Date.

Total unsecured claims against the Debtors are approximately
$4,307,000.  The majority of these unsecured claims constitute
claims of trade creditors which related to inputs into the Debtors'
2016 crops.

A full-text copy of the First Amended Disclosure Statement dated
May 5, 2017, is available at:

        http://bankrupt.com/misc/waeb16-00900-437.pdf

                      About Tatoes, LLC

Tatoes, LLC, Wahluke Produce, Inc., and Columbia Manufacturing,
Inc., are engaged in farming, packing, storing, and selling
potatoes, onions and wheat.  Tatoes, LLC, et al., filed Chapter 11
bankruptcy petitions (Bankr. E.D. Wash. Case Nos. 16-00900,
16-00899 and 16-00898, respectively) on March 21, 2016.  The
petitions were signed by Del Christensen, president.

Tatoes LLC estimated assets and liabilities at $10 million to $50
million.  Wahluke Produce and Columbia Manufacturing each
estimated
assets and liabilities at $50 million to $100 million.

Wahluke has employed Roger William Bailey, Esq., at Bailey &
Busey,
PLLC, as legal counsel; Columbia has employed Hurley & Lara as
legal counsel; and Tatoes has employed the Law Offices of Paul H.
Williams as counsel.  Southwell & O'Rourke is counsel for Tatoes
Unsecured Creditors Committee.

Gail Brehm Geiger, acting U.S. trustee for Region 18, on April 28,
2016, appointed three creditors of Tatoes LLC to serve on the
official committee of unsecured creditors.  Ms. Geiger disclosed
that no official committee of unsecured creditors has been
appointed in the Chapter 11 cases of Wahluke Produce Inc. and
Columbia Manufacturing Inc., both affiliates of Tatoes LLC.


TAYLOR EQUIPMENT: Unsecureds to be Paid Up to 30% Under Exit Plan
-----------------------------------------------------------------
Taylor Equipment Company, Inc., has filed a Chapter 11 plan of
reorganization that proposes to pay up to 30% of allowed general
unsecured claims.

Under the plan, creditors holding allowed Class 5 general unsecured
claims will be paid up to 30% of their claims on the effective date
of the plan.

The total amount of general unsecured claims scheduled by the
company is $209,720.71 while the total amount of unsecured claims
that have not yet been scheduled is $382,500.

Payments will come from the sale of the company's inventory, and
net proceeds from a lawsuit filed against PBS Coals, Inc.,
according to the company's disclosure statement filed on May 9 with
the U.S. Bankruptcy Court for the Western District of
Pennsylvania.

A copy of the disclosure statement is available for free at
https://is.gd/9gsUoC

                 About Taylor Equipment Company

Based in Friedens, Pennsylvania, Taylor Equipment Company, Inc.
sells machinery, equipment and parts to the coal mining industry.

The Debtor filed a Chapter 11 petition (Bankr. W.D. Pa. Case No.
16-70781) on Nov. 11, 2016.  The petition was signed by David P.
Taylor, president.  In its petition, the Debtor estimated assets of
less than $50,000 and liabilities of $1 million to $10 million.  

Judge Jeffery A. Deller presides over the case.  Robert H. Slone,
Esq., at Mahady & Mahady, serves as the Debtor's bankruptcy
counsel.  The Debtor hired Windber Tax Service & Accounting, Inc.
as its accountant.

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


THOMAS OVATION: Case Summary & 10 Unsecured Creditors
-----------------------------------------------------
Debtor: Thomas Ovation, LLC
        45 Ansley Drive
        Newnan, GA 30263

Case No.: 17-11046

Type of Business: Thomas Ovation listed its business as
                  a single asset real estate (as defined in 11
                  U.S.C. Section 101(51B)) with its principal
                  assets located in Ovation Parkway Franklin, TN.

Chapter 11 Petition Date: May 17, 2017

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

Debtor's Counsel: Ward Stone, Jr., Esq.
                  STONE & BAXTER, LLP
                  Suite 800 Fickling & Company Bldg
                  577 Mulberry Street
                  Macon, GA 31201
                  Tel: 478-750-9898
                  Fax: 478-750-9899
                  Email: wstone@stoneandbaxter.com

Estimated Assets: $50 million to $100 million

Estimated Debts: $50 million to $100 million

The petition was signed by Carole Thomas, manager.

Debtor's List of 10 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
AFF Cool Springs                      Guaranty        $10,500,000
2100 Powers Ferry Road
Building 2120, Suite 150
Atlanta, GA 30339

Ashley T. Roberts                    Commissions          $85,000

B.J. Yuill                             Leasing             $2,500
                                      Consultant

Fourth Quarter                           Loan         $17,915,513
Properties 100, LLC
45 Ansley Drive
Newnan, GA 30263

Platform Real Estate                   Leasing             $5,000
                                      Consultant

SWA Group                            Engineering           $6,442
                                       services

Tennessee                           Franchise Tax        $102,867
Department of Revenue

Tennessee Secretary of State            Annual               $300
                                     Registration

Wakefield Beasley                    Architectural       $230,983
                                       services

Williamson County Trustee            Property Tax        $306,425


THRU INC: Dropbox Tries to Block Approval of Plan Outline
---------------------------------------------------------
Dropbox, Inc., filed with the U.S. Bankruptcy Court for the
Northern District of Texas an objection to Thru, Inc.'s disclosure
statement in support of the Debtor's plan of reorganization.

Dropbox, a service founded in 2008 in San Francisco, California,
that offers online file management and collaboration services to
over 500 million users, tells the Court that the Plan is patently
unconfirmable.

In March 2017, Dropbox obtained a $2.3 million judgment against the
Debtor in trademark litigation pending in the U.S. District Court
for the Northern District of California.  Dropbox's judgment
derived from (a) the Debtor's attempt to extort money from Dropbox
based on the Debtor's substantively meritless claim that it held
trademark rights to the DROPBOX mark; (b) the Debtor's strategic
delay in asserting its supposed claims; and (c) the Debtor's
egregious litigation misconduct.

Dropbox says that there are at least three reasons why the Debtor
will not be able to confirm its Plan.  First, the Plan is not
feasible because there is no reason to believe that, after years of
continuing losses, the Debtor will suddenly be able to generate
enough profit to pay Dropbox's substantial claim.  In fact,
Dropbox's claim may be worth more than the Debtor has earned in
profit in its 15-year history.  Second, the Plan was not proposed
in good faith because, inter alia, it impermissibly gerrymanders
classification of creditors in order to create an impaired
consenting class.  Third, the Plan is not fair and equitable
because it does not provide Dropbox or other unsecured creditors
the present value of their claims.

The Plan is not feasible because the Debtor does not have the
financial capability to pay its unsecured creditors in full.  

The Debtor proposes to pay, whether directly or into escrow,
unsecured claims totaling approximately $2.8 million over an
unknown time period, despite the fact that Thru has been losing
approximately $83,000 per month and has not turned a profit in at
least three years.

The Debtor did not propose its Plan in good faith for a number of
reasons.  First, it impermissibly classifies Dropbox's claim
separately from other unsecured claims.  Second, it improperly
seeks to obtain an advantage in ongoing litigation.  Finally, it
unjustifiably protects the Debtor's insiders by abandoning valuable
claims against those insiders and maintaining unnecessary benefits
and compensation for the Debtor's management.

The Objection is available at:

           http://bankrupt.com/misc/txnb17-31034-59.pdf

As reported by the Troubled Company Reporter on April 19, 2017, the
Debtor filed with the Court the Plan providing for all creditors to
be paid from the revenue generated by the Debtor's business from
and after the Effective Date and from the proceeds of the Exit
Facility to be provided by the Debtor's existing Prepetition
Lenders and DIP Lenders.

                       About Thru, Inc.

Thru, Inc. -- http://www.thruinc.com/-- provides enterprise file
sharing and collaboration to help organizations exchange large
files and content securely across the globe.  Thru, Inc., has
strategic partnerships with Rackspace, Microsoft, Salesforce,
VMware, IBM, Cleo, Servcorp, Symantec, HCL, and Citrix.  The
company was formerly known as Rumble Group and changed its name to
Thru, Inc., in February 2006.  Thru, Inc. was founded in 2002 and
is based in Irving, Texas with additional offices in San Jose,
California; Sydney, Australia; and London, United Kingdom.

On March 8, 2017, the U.S. District Court for the Northern District
of California entered an order awarding $2.3 million in attorney's
fees in favor of Dropbox, Inc., arising from a 2015 litigation
between Thru and Dropbox.  To preserve the value of its assets and
restructure its financial affairs following entry of that judgment,
Thru filed a Chapter 11 petition (Bankr. N.D. Tex. Case No.
17-31034) on March 22, 2017.  The petition was signed by Lee
Harrison, CEO.  At the time of filing, the Debtor had assets and
liabilities estimated at $1 million to $10 million. Judge Stacey G.
Jernigan is the case judge.

Bryan Cave LLP, is serving as bankruptcy counsel to the Debtor,
with Keith Miles Aurzada, Esq., and Michael P. Cooley, Esq.,
leading the engagement.


TIBCO SOFTWARE: Term Loan Upsize No Impact on Moody's B3 CFR
------------------------------------------------------------
Moody's Investors Service said that TIBCO Software Inc.'s B3
Corporate Family Rating, the B1 and Caa2 ratings, respectively, for
its senior secured and senior unsecured debt and its stable ratings
outlook are not affected by the company's plans to increase the
size of incremental term loan to $225 million, from $150 million.
However, Moody's views the increase in debt as credit negative.


TIDEWATER INC: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Affiliated debtors that filed separate Chapter 11 bankruptcy
petitions:

     Debtor                                               Case No.
     ------                                               --------
     Tidewater Inc.                                       17-11132
     601 Poydras Street, Suite 1500
     New Orleans, LA 70130-6061

     Tidewater Marine Western, Inc.                       17-11133
     Tidewater Corporate Services, L.L.C.                 17-11134
     Cajun Acquisitions, LLC                              17-11135
     Gulf Fleet Supply Vessels, L.L.C.                    17-11136
     Java Boat Corporation                                17-11137
     Tidewater Marine, L.L.C.                             17-11138
     S.O.P., Inc.                                         17-11139
     Pan Marine International Dutch Holdings, L.L.C.      17-11140
     Hilliard Oil & Gas, Inc.                             17-11141
     Tidewater Marine Alaska, Inc.                        17-11142
     Quality Shipyards, L.L.C.                            17-11143
     Point Marine, L.L.C.                                 17-11144
     Tidewater Mexico Holding, L.L.C.                     17-11145
     Tidewater Marine Sakhalin, L.L.C.                    17-11146
     Tidewater Marine International Dutch Holdings, L.L.C.17-11147

     Twenty Grand (Brazil), L.L.C.                        17-11148
     Tidewater Venture, Inc.                              17-11149
     Twenty Grand Marine Service, L.L.C.                  17-11150
     Tidewater Subsea, L.L.C.                             17-11151
     Tidewater GOM, Inc.                                  17-11152
     Zapata Gulf Marine, L.L.C.                           17-11153
     Tidewater Marine Fleet, L.L.C.                       17-11154
     Tidewater Marine Ships, L.L.C.                       17-11155
     Tidewater Subsea ROV, L.L.C.                         17-11156
     Tidewater Marine Hulls, L.L.C.                       17-11157
     Tidewater Marine Vessels, L.L.C.                     17-11158

Business Description: Tidewater Inc., along with its debtor and
                      non-debtor subsidiaries, provides offshore
                      service vessels and marine support services
                      to the global offshore energy industry
                      through the operation of a diversified fleet
                      of marine service vessels.  The Debtors
                      commenced the Chapter 11 cases to implement
                      a fully negotiated, comprehensive, and
                      consensual restructuring that will position
                      them to survive an extended market downturn,
                      exploit potential growth opportunities in
                      the future, and continue to provide
                      customers with high-quality, dependable
                      services.

Chapter 11 Petition Date: May 17, 2017

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

Debtors' Counsel: Ray C. Schrock, P.C.
                  Jill Frizzley, Esq.
                  WEIL, GOTSHAL & MANGES LLP
                  767 Fifth Avenue
                  New York, New York 10153
                  Tel: (212) 310-8000
                  Fax: (212) 310-8007
                  E-mail: ray.schrock@weil.com
                          jill.frizzley@weil.com

                     - and -

                  Alfredo R. Perez, Esq.
                  Chris Lopez, Esq.
                  WEIL, GOTSHAL & MANGES LLP
                  700 Louisiana Street, Suite 1700
                  Houston, Texas 77002
                  Tel: (713) 546-5000
                  Fax: (713) 224-9511
                  E-mail: alfredo.perez@weil.com
                          chris.lopez@weil.com

Debtor's
Co-Counsel:      Christopher Michael De Lillo, Esq.
                 Zachary I. Shapiro, Esq.
                 Daniel J. DeFranceschi, Esq.
                 Zachary I. Shapiro, Esq.
                 RICHARDS, LAYTON & FINGER, P.A.
                 One Rodney Square
                 920 North King Street
                 Wilmington, Delaware 19801
                 Tel: (302) 651-7700
                 Fax: (302) 651-7701
                 E-mail: defranceschi@rlf.com
                         shapiro@rlf.com
                         delillo@rlf.com

Debtors'
Corporate
Counsel:         JONES WALKER LLP

Debtors'
Financial
Advisor:         ALIXPARTNERS, LLP

Debtors'
Investment
Banker:          LAZARD FRERES & CO. LLC

Debtors'
Restructuring
Tax Consultant:  KPMG LLP

Debtors'
Auditor
& Tax
Consultant:      DELOITTE & TOUCHE LLP

Debtors'
Claims,
Noticing
& Solicitation
Agent:           EPIQ BANKRUPTCY SOLUTIONS, LLC
                 Web site: http://dm.epiq11.com/#/case/TDW/dockets

Total Assets: $4.31 billion as of Dec. 31, 2016

Total Debt: $2.34 billion as of Dec. 31, 2016

The petitions were signed by Bruce Lundstrom, executive vice
president, general counsel and secretary.

Debtors' List of 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------  -------------
Tidewater Inc.,                    Unsecured Notes $1,159,059,408
c/o Paul, Weiss, Rifkind,
Wharton & Garrison LLP as
Counsel to the Unofficial
Noteholder Committee
1285 Avenue of the Americas
New York, NY 10019-6064
Attn: Alan Kornberg; Brian Hermann
Tel: (212) 373-3209
Tax: (212) 492-0209
Email : akornberg@paulweiss.com

Bank of America, as                  Unsecured Bank   $904,226,680
Administrative Agent                     Debt
900 W Trade Street
Charlotte, NC 28255
Name: Erik Truette
Tel: (980) 387-5451
Email: Erik.m.truette@baml.com

DNB Bank ASA, as Agent                Guarantee        $93,673,378
200 Park Avenue
New York, NY 10166
Name: Attn: Credit Middle Office / Loan
Administration
Fax: (212) 681-3900
E-mail: caroljeanne.hourigan@dnb.no

Banc of America Leasing &           Sale Leaseback     $85,020,734
Capital LLC
555 California Street, 4 th Floor
Mail Code CA5-705-04-01
San Francisco, CA 94104
Name: Brian Yoakum
Tel: (415) 765-7360
bryan.l.yoakum@bankofamerica.com

Gulf Island Shipyards, LLC          Ship Construction   $9,475,000
c/o Steven W. Usdin,
Barrasso Usdin Kupperman
Freeman & Sarver, LLC
909 Poydras Street, Suite 2400
New Orleans, LA 70112
Name: Steven W. Usdin
Tel: (504) 589-9700
Fax: (504) 589-9701
Email: susdin@barrassousdin.com

Guaranty Trust Bank PLC                Guarantee        $5,599,332
RC 152321
Plot 635 Akin Adesola St
PO Box 75455, Victoria Island,
Lagos State, Nigeria
Name: Tunji Oduntan
Tel: +01-4480740-9, 2714580-9
Email: tunji.oduntan@gtbank.com

Inmarsat Solutions B.V.             Trade Payables        $212,232
Loire 158-160
Entrance B
Hague, 2491 AL
Netherlands
Name: Kleber Moran
Tel: (954) 713 - 6123
Email: kleber.moran@inmarsat.com

Oracle America, Inc.                Trade Payables         $84,417
Email: diane.smith@oracle.com

Bollinger Shipyards, Inc            Trade Payables         $46,788
Email: timm@bollingershipyards.com

Inchape Shipping Services           Trade Payables         $46,788

A&M Dockside Repair Inc.            Trade Payables         $39,958
Email: wamdockside@att.net

Pentagon Freight Services Inc.      Trade Payables         $39,310
Email: houston@pentagonfreight.com

Doerle Food Services Inc.           Trade Payables         $36,904
Email: kenny.bazer@doerlefoodservice.com

BNA Marine Services                 Trade Payables         $36,789
Email: jake.breaux@bnamarine.com

Stone Marine Services LTD           Trade Payables         $33,105
Email: phil/murphy@stonemarineservices.com

Shannon Hardware Co LTD             Trade Payables         $30,947
Email: rweber@shannonhardware.com

Pon Power BV                        Trade Payables         $29,470
Email: thomas.de.hass@pon-cat.com

Bluetide Communications, Inc.       Trade Payables         $27,786
Email: rgrav@bluetidecomm.com

Viking Life Saving Equipment        Trade Payables         $27,732
Email: wdel@viking-life.com

Bayards USA, Inc.                   Trade Payables         $26,667
Email: hendrik.kaijim@bayardsusa.com

Siemens Industry                    Trade Payables         $24,576
Email: luke.briant@siemens.com

Driveline Service of Portland, Inc. Trade Payables         $21,791
Email: kevin@driveshafts.com

Sammy's Air & Repair Service, Inc.  Trade Payables         $18,220
Email: klaporte@sammysair.com

Trafalgar Solutions, Inc.           Trade Payables         $17,687
Email: rtilva@trafalgarinc.com

Level 3 Communications, LLC         Trade Payables         $16,902
Email: k.odom@level3.com

AT&T Mobility                       Trade Payables         $16,579
Email: lt920m@us.att.com

CM Thibodaux Company, LTD           Trade Payables         $16,000
Email: rfuhrer@atvi.net

Power Specialties, Inc.             Trade Payables         $15,745
Email: smay@atvi.net

Superior Marine Technical           Trade Payables         $15,582
Services
Email: thomas@superiormarinetech.com

Ships Machinery International,      Trade Payables         $15,043
Inc.
Email: csandoval@shipsmarchinery.com


TIDEWATER INC: Files Voluntary Chapter 11 Bankruptcy Petition
-------------------------------------------------------------
Tidewater Inc. on May 17, 2017, disclosed that it and certain of
its subsidiaries  have filed voluntary petitions under chapter 11
of title 11 of the United States Code in the United States
Bankruptcy Court for the District of Delaware to pursue a
prepackaged plan of reorganization (the "Prepackaged Plan") in
accordance with its previously announced restructuring support
agreement (the "RSA") with certain creditors to effectuate a
comprehensive balance sheet restructuring.

As previously disclosed, on May 12, 2017, the Debtors began
soliciting votes on the Prepackaged Plan from certain of the
Company's creditors.  The lenders (the "Lenders") under the
Company's Fourth Amended and Restated Revolving Credit Agreement
(the "Credit Agreement"), the holders of the Company's 2010 Notes,
2011 Notes, and 2013 Notes (the "Senior Notes" and collectively the
holders thereof, the "Noteholders"), as well as holders of sale
leaseback claims that are anticipated to arise from the Company's
rejection in bankruptcy of certain sale leaseback agreements
pertaining to marine vessels chartered by certain Debtors (the
"Sale Leaseback Parties", together with the Lenders and the
Noteholders, the "General Unsecured Creditors"), are treated as a
single class for purposes of voting under the Prepackaged Plan.

As previously announced, 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, the Sale Leaseback
Parties 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.  

The Prepackaged Plan is supported by Lenders holding approximately
60% of the outstanding principal amount of loans under the Credit
Agreement and Noteholders holding 99% of the aggregate outstanding
principal amount of the Senior Notes.  Collectively, these
supporting Lenders and Noteholders also constitute a majority in
number of the holders of General Unsecured Claims.

No trustee has been appointed, and the Debtors will continue to
operate the business as debtors-in-possession under the
jurisdiction of the Bankruptcy Court and fully expect to continue
existing operations and maintain staffing and equipment as normal
throughout the court-supervised financial restructuring process.
Tidewater has filed a series of motions with the Bankruptcy Court
to ensure a seamless transition into chapter 11 and has sought the
approval of the Bankruptcy Court to continue paying prepetition
employee wages and salaries and to provide employee benefits
without interruption.  The Company continues to work closely with
its suppliers and partners to ensure it meets ongoing obligations
and business continues uninterrupted.

Jeffrey M. Platt, Tidewater's President and Chief Executive Officer
states, "After much thought and successful negotiations with
certain of our economic stakeholders, we decided that commencing
the chapter 11 cases was necessary to create financial stability
which would allow Tidewater to remain a formidable competitor given
this unprecedented industry downturn.  Throughout the chapter 11
process, we anticipate meeting ongoing obligations to our
employees, customers, vendors, suppliers, and others.  We will
continue to provide our customers with dependable, high-quality
services."

To support and effect the restructuring, the Debtors have filed
applications to retain, among others, Weil, Gotshal & Manges LLP as
restructuring counsel, Jones Walker LLP as corporate counsel,
Lazard Frères & Co. as investment banker, and AlixPartners, LLP as
restructuring advisor.

Subject to the approval of the Bankruptcy Court, the Prepackaged
Plan is expected to be consummated in approximately 45 days.
Tidewater believes it has adequate liquidity to maintain its
operations in the ordinary course and does not intend to seek any
debtor-in-possession financing during the pendency of the
bankruptcy cases.

Tidewater is a provider of OSVs to the global energy industry.


TIDEWATER INC: Has Prepack Plan, Sees Chapter 11 Exit by July
-------------------------------------------------------------
Tidewater Inc. and its affiliated debtors commenced Chapter 11
cases to implement a fully negotiated, comprehensive, and
consensual restructuring that will position them to survive an
extended market downturn, exploit potential growth opportunities in
the future, and continue to provide customers with high-quality,
dependable services.  

The terms of the Restructuring are set forth in a Joint Prepackaged
Chapter 11 Plan of Reorganization of Tidewater Inc. and its
Affiliated Debtors filed in the U.S. Bankruptcy Court for the
District of Delaware on May 17, 2017.

As of the Petition Date, the Debtors have outstanding, unsecured
prepetition funded debt obligations totaling approximately $2.04
billion, consisting of:

     (i) $900 million in borrowings under the Fourth Amended and
Restated Revolving Credit Agreement, dated as of June 21, 2013 (the
"Credit Agreement"), with the lenders and issuing banks party
thereto from time to time (the "Tidewater Lenders"), Bank of
America, N.A., as administrative agent;

    (ii) $500 million in principal amount of senior unsecured notes
issued in November 2013 ("2013 Notes");

   (iii) $165 million in principal amount of the senior unsecured
notes issued in August 2011 ("2011 Notes");

    (iv) $382.5 million in principal amount of 2010 Notes; and

     (v) approximately $92 million of U.S. dollar-equivalent
("USD") debt under the Amended and Restated Term Loan Facility
Agreement, dated as of May 25, 2012 entered into by non-debtor
affiliate Troms Offshore Supply AS, as borrower, and the Debtors as
guarantors, with Eksportkreditt Norge AS ("EKN") and Kommunal
Landspensjonskasse Gjensidig Forsikringsselskap ("KLP") as lenders
("Troms Credit Agreement").

Pursuant to the Prepackaged Plan, which is supported by holders of
Class 3 Claims -- the only class of unsecured claims that is
impaired and entitled to vote under the Prepackaged Plan -- the
Debtors' proposed Restructuring will, among other things, provide
for:

   * Full and final satisfaction of the Debtors' obligations under
(i) the Credit Agreement, (ii) the Note Purchase Agreements, and
(iii) the Sale Leaseback Agreements, in exchange for (a) $225
million in cash, (b) $350 million of new secured notes, and (c)
approximately 95% of the new equity of the Reorganized Debtors
(subject to dilution) to be distributed pro rata to the holders of
such interests;

   * Amendment and Reinstatement of the Troms Credit Agreement,
which will provide for a grant of first priority mortgages on
certain vessels, deferment of 50% of the amortization payments
payable thereunder during fiscal years 2018 and 2019, and an
increase of 100 basis points to the interest rates otherwise in
effect through fiscal year 2023;

   * Payment in full, in the ordinary course, of the Debtors' trade
and other general unsecured creditors; and

   * Full and final satisfaction of the Debtors' existing common
equity in exchange for (i) 5.0% of the new equity of the
Reorganized Debtors (subject to dilution) and (ii) warrants to
purchase an additional 15% of the new equity of the Reorganized
Debtors (subject to dilution) to be distributed pro rata to the
holders of such interests.

Tidewater's creditors throughout its capital structure
overwhelmingly support the restructuring. Pursuant to a
Restructuring Support Agreement, dated as of May 11, 2017, a
substantial majority of the holders of claims entitled to vote on
the Prepackaged Plan -- including (a) holders of more than 60% of
the outstanding principal amount of the Credit Agreement Claims,
and (b) holders of more than 99% of the outstanding principal of
the Notes Claims -- have already agreed, subject to the terms and
conditions of the RSA, to vote in favor of the Prepackaged Plan.

To reap the full benefits of the Restructuring, the Debtors must
exit these Chapter 11 Cases quickly. Under the RSA, the Debtors
have agreed to use commercially reasonable efforts to meet certain
milestones for the restructuring process set forth in the RSA,
including that entry of the order confirming the Prepackaged Plan
occur no later than 75 calendar days after the Petition Date, and
that the Prepackaged Plan becomes effective no later than 30
calendar days after entry of the Confirmation Order.  

To meet these deadlines, the Debtors have proposed the following
key dates and deadlines related to the Restructuring:

   -- Voting Record Date: May 8, 2017
   -- Commencement of Solicitation of Prepack Plan: May 12, 2017
   -- Petition Date: May 17, 2017
   -- Distribution of Combined Notice: May 22, 2017
   -- Deadline to File Plan Supplement: June 5, 2017
   -- Deadline to Vote on Prepackaged Plan: June 12, 2017
   -- Deadline to File Objections to Plan: June 23, 2017
   -- Deadline to Respond to Objections to Plan: June 27, 2017
   -- Confirmation Hearing On or about June 29, 2017

A hearing on the first-day motions is scheduled for May 19, 2017 at
11:00 a.m.

A copy of the affidavit in support of the first-day motions is
available at:

    http://bankrupt.com/misc/Tidewater_1st_Day_Affidavit.pdf

                       About Tidewater, Inc.

Founded in 1955, Tidewater, Inc. (NYSE: TDW) is a publicly traded
international petroleum service company headquartered in New
Orleans, Louisiana, U.S.. It operates a fleet of ships, providing
vessels and marine services to the offshore petroleum industry.

Tidewater Inc. and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 17-11132) on May 17, 2017.
The petitions were signed by Bruce Lundstrom, executive vice
president, general counsel and secretary.

Tidewater, Inc. disclosed $4.31 billion in total assets and $2.34
billion in debt as of Dec. 31, 2016

The Debtors tapped Weil, Gotshal & Manges LLP as counsel; Richards,
Layton & Finger, P.A., as co-counsel; Jones Walker LLP, as
corporate counsel; AlixPartners, LLP, as financial advisors; Lazard
Freres & Co. LLC, as investment banker; KPMG LLP, as restructuring
tax consultant; Deloitte & Touche LLP as auditor and tax
consultant; and Epiq Bankruptcy Solutions, LLC, as claims and
solicitation agent.


TMX FINANCE: S&P Affirms 'B-' ICR; Outlook Remains Negative
-----------------------------------------------------------
S&P Global Ratings said it affirmed its issuer credit rating on TMX
Finance LLC at 'B-'.  The outlook remains negative.  S&P also
corrected by lowering its issuer credit rating on TitleMax Finance
Corp. to 'B-' from 'B'.  The outlook is negative.

At the same time, S&P affirmed the issue ratings on TMX's 8.5%
senior notes due 2018 at 'B-'.  S&P's recovery rating on these
notes remains '4', reflecting its expectation for average recovery
(45%-50%) in a simulated default scenario.

"The issuer credit rating on TMX reflects weak financial
performance due to the company's steep decline in loan originations
and EBITDA, coupled with pending potential regulatory changes and
litigation risks," said S&P Global Ratings credit analyst Gaurav
Parikh.  S&P expects leverage to remain above 5.0x and EBITDA
coverage to remain below 2.5x for the next 12 months. Based on
S&P's leverage calculation, which is adjusted for operating leases,
leverage was 5.3x and EBITDA coverage was 2.1x in 2016, compared
with 3.7x and 3.1x in 2015.

S&P is also correcting by lowering its issuer credit rating on
TitleMax Finance Corp., TMX's wholly-owned subsidiary, to 'B-' from
'B'.  S&P should have lowered the rating on TitleMax Finance Corp.
on Nov. 22, 2016, when S&P lowered the rating on TMX Finance LLC.
The rating on the debt co-issued by TMX Finance LLC and TitleMax
Finance Corp. was correctly lowered in November 2016.

S&P's negative outlook on TMX reflects the refinancing risk, the
firm's deteriorating financial performance, and S&P's expectations
that the CFPB regulations, if enacted, would result in lower
originations, higher loan losses, higher collection expenses, and
increased compliance costs.  S&P expects leverage to remain above
5.0x and EBITDA coverage to remain below 2.5x, with net charge-offs
as a percentage of average receivables to remain below 40% over the
next 12 months.

S&P could lower its rating over the next six to 12 months to the
'CCC' category if S&P believes the company lacks a clear path to
refinance its senior notes.  S&P could also lower the issuer rating
to selective default ('SD') and debt rating to default ('D'), if
the company buys back its debt at distressed levels, which would be
tantamount to a default.

An upgrade is unlikely over the next 12 months.  However, S&P could
revise the outlook to stable if the company is able to refinance
its existing notes.  An upgrade would be contingent on leverage
falling to 4.0x and 5.0x, and EBITDA coverage rising to above 3.0x.


TRANSGENOMIC INC: Delays March 31 Form 10-Q for Review
------------------------------------------------------
Transgenomic, Inc., filed a Notification of Late Filing on Form
12b-25 with the Securities and Exchange Commission with respect to
its Quarterly Report on Form 10-Q for the quarter ended March 31,
2017.  The Company said it requires additional time for compilation
and review of its Form 10-Q to ensure adequate disclosure of
certain information required to be included in such Form 10-Q.
Accordingly, the Company's preparation of its Form 10-Q cannot be
accomplished in order to permit a timely filing without undue
hardship and expense.  The Form 10-Q will be filed as soon as
possible following the prescribed due date.

                    About Transgenomic

Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services.  The Company is a global leader in cardiac
genetic testing with a family of innovative products, including its
C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in development;
and Transgenomic Diagnostic Tools, which produces equipment,
reagents, and other consumables that empower clinical and research
applications in molecular testing and cytogenetics. Transgenomic
believes there is significant opportunity for continued growth
across all three businesses by leveraging their synergistic
capabilities, technologies, and expertise.  The Company actively
develops and acquires new technology and other intellectual
property that strengthens its leadership in personalized medicine.

Transgenomic reported a net loss available to common stockholders
of $8 million on $1.55 million of net sales for the year ended Dec.
31, 2016, compared with a net loss available to common stockholders
of $34.27 million on $1.92 million of net sales for the year ended
Dec. 31, 2015.  As of Dec. 31, 2016, Transgenomic had $1.25 million
in total assets, $20.61 million in total liabilities, and a total
stockholders' deficit of $19.35 million.

Marcum LLP, in Hartford, CT, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2016, stating that the Company has incurred operating losses
and used cash for operating activities for the past several years.
This raises substantial doubt about the Company's ability to
continue as a going concern.


US VIRGIN ISLANDS: S&P Restates Notes' 'B' Rating on Watch Neg.
---------------------------------------------------------------
S&P Global Ratings has restated the CreditWatch with negative
implications on its 'B' rating on the Virgin Islands Public Finance
Authority's matching fund loan notes, senior- and subordinate-lien
bonds, issued for the U.S. Virgin Islands (USVI). At the same time,
S&P Global Ratings has restated the CreditWatch with negative
implications on its 'B-' rating on the authority's gross receipts
tax notes.

S&P expects to resolve the CreditWatch within 90 days; at that
time, S&P expects the details of the territory's adopted five-year
economic growth plan to be available, allowing S& to evaluate the
USVI's access to liquidity and long-term sustainability.  S&P
additionally believes that in the same period, demonstrated access
to the capital market to pay its outstanding obligations could be
an important element in evaluating the territory's capacity or
willingness to meet all its financial obligations, including
repayment of the notes and bonds.  If the territory is unable to
demonstrate access the market in the timeframe of the CreditWatch,
or the final five-year plan does not adequately address the
structural deficits and growing liabilities in the next year and
successive years, there is at least a one-in-two chance that S&P
could lower all the ratings.  Notwithstanding the details of the
plan, should there be an indication that the territory will
reprioritize any of its notes or bond payments either through
revenue diversion or restructuring of its obligations, S&P could
rate all the notes and bonds multiple notches lower. Alternatively,
if the five-year plan reasonably provides the ability for the
territory to access short-term budget relief while effectively
demonstrating plans to address its long-term fiscal pressures, S&P
could remove the ratings from CreditWatch.

The CreditWatch was initially placed on Feb. 28, 2017 due to USVI's
ongoing liquidity challenges, which the territory expected to
address through accessing external liquidity after enacting revenue
enhancements in the five-year plan by March.  Although the
territory adopted the five-year economic growth plan in March, it
remains unclear what the effect of the plan will be on the USVI's
ability to access the capital market, ongoing liquidity pressures,
and long-term fiscal sustainability.  In February and March, the
territory indicated that it held as low as two days' cash on hand
and may not have had sufficient cash to meet obligations due in
March without additional external liquidity or significant budget
cuts.  Although the territory indicates liquidity has increased to
18-20 days' cash as of May, the current liquidity is buoyed in part
by a significant amount of payables which the territory expects to
resolve with expected externally sourced working capital.  If the
USVI had made all payments due, the territory's cash position at
the end of March would have been negative, in S&P's view.  S&P
believes USVI remains vulnerable to cash flow insufficiency and
will need an infusion of cash to continue to support its operating
expenses or significant budget cuts to keep ongoing revenue in line
with expenses.

After an unsuccessful attempt to access the capital market in
January to sell about $247 million in matching fund revenue bonds,
the governor indicated that investors required enactment of revenue
enhancements outlined in the governor's five-year plan to
re-establish market access.  The five-year plan was passed in March
with revisions from the initial proposal which corresponded to less
revenue annually than originally anticipated.  However, the
territory's ability to access the market since enactment remains
untested since it has not successfully obtained any external
capital since that time.  Although the territory indicated plans to
access additional liquidity through the issuance of a $40 million
property tax revenue anticipation note in March, the plans were
halted.

The finalized five-year plan will need to address short-term budget
and liquidity pressures, as well as show a realistic plan toward
addressing longer term looming pressures, such as ongoing
structural deficits which have increased with revisions in the
plan, growing payables, and significantly unfunded pension
liabilities.  Without definitive and attainable measures to address
these pressures in the five-year plan, S&P would view the
territory's high payables and failure to address its high pension
liabilities as unsustainable, even though it gives temporary relief
to its liquidity pressures.  Outstanding payables include
allotments to semi-autonomous agencies which S&P believes provide
essential services and will need to be sustained, such as hospitals
and waste management.  While the territory has used payables to
mitigate its liquidity pressure, an unanticipated loss of ability
to manage payables in the immediate term could significantly affect
its liquidity and credit quality.  At the end of fiscal 2015, the
territory's unfunded pension liabilities totaled about $4.1
billion, equating to a 19.6% funded ratio and its pension plans are
projected to become insolvent by fiscal 2023.  Although a more
current valuation will not available until October 2017, S&P
believes that the territory's pension liabilities have increased
due to the territory's weaker-than-assumed returns and history of
not fully funding its annual actuarial determined contributions.
S&P also believes the pension plans could become insolvent sooner
than projected and this would weaken S&P's view of credit quality
if not adequately addressed in the five-year plan.

It is S&P's opinion that the territory will need definitive and
extensive action to address its current fiscal position to maintain
S&P's view of its credit quality and its capacity or willingness to
pay debt service on the notes and bonds.  As the details of the
five-year plan become available, it will need to demonstrate the
territory's ability to reverse its budget deficit in the next year
and improve liquidity and market access, in S&P's view, to be
effective.

"We also believe the passage of the Puerto Rico Oversight,
Management, and Economic Stability Act (PROMESA) as signed into law
on July 1, 2016, introduces additional uncertainty around the
security for the notes and bonds.  While PROMESA does not currently
apply to territories other than Puerto Rico, it could establish a
precedent for future bankruptcy-like restructurings by other
territories such as USVI, especially if or when the territory
experiences heightened fiscal distress.  In our view, given the
direct link between worsening fiscal distress and the likelihood of
other territories seeking to establish their own oversight boards,
our ratings continue to focus on predefault credit fundamentals,
including the ongoing ability to pay obligations in full and on
time," S&P said.


VANGUARD NATURAL: Hearing on Exclusivity Extension Moved to May 30
------------------------------------------------------------------
At the behest of Vanguard Natural Resources, LLC, the Hon. Marvin
Isgur moved the hearing to consider the Debtors' request for
extension of their exclusivity periods.

The hearing was originally scheduled for 9:00 a.m. (CT) on May 19,
2017.  The hearing is now continued to May 30 at 1:30 p.m. (CT),
without prejudice to the Debtors' right to request that the Court
further adjourn the Exclusivity Motion.

Vanguard sought to move the hearing after the Ad Hoc Equity
Committee filed an objection to the Exclusivity Extension request.

The Objection largely concerns issues related to ongoing discovery
between the Equity Committee and the Debtors regarding the Debtors'
disclosure statement and plan of reorganization.

According to the Ad Hoc Equity Committee -- which comprise certain
unaffiliated holders of Vanguard's preferred and common units --
the Debtors hastily filed a Plan and Disclosure Statement, borne of
a pre-bankruptcy negotiated Restructuring Support Agreement with a
subset of holders of Vanguard's prepetition second lien notes and
unsecured senior notes. As readily apparent from the four corners
of the Plan and Disclosure Statement, these documents and
underlying terms were half-baked, with gaping holes of information
and a flawed valuation premise.

The Ad Hoc Equity Committee also stated that since the initial
setting of the hearing to consider approval of the Disclosure
Statement, the Debtors have sought five hearing continuances and
have repeatedly promised a wholesale amendment of the Plan and
Disclosure Statement.  During this time, the Equity Committee has
undertaken discovery related to the Plan and Disclosure Statement.


The Ad Hoc Equity Committee recounted that at the status conference
hearing on April 13, 2017, the Bankruptcy Court admonished the
Debtors to provide information to the Equity Committee and others
and specifically cautioned that if information was not forthcoming,
the Disclosure Statement would not be approved.  According to the
Ad Hoc Equity Committee, the Debtors are now withholding
information by asserting a common interest privilege with a subset
of constituencies. The privilege log received by the Committee is
wholly deficient, but clearly asserts a common interest privilege
ostensibly covering large blocks of time apparently with members
and professionals representing the second lien notes and the
unsecured senior notes.

The Equity Committee said it has requested that the Debtors provide
a privilege log in compliance with the Federal Rules of Evidence.
If no log is tendered, the Equity Committee will be required to
file a Motion to Compel.

The Equity Committee also said it has received no information
identifying the multitude of individuals referenced in the
privilege log, whose communications are alleged to be covered by
the common interest privilege. Though the Debtors dropped a
footnote that such "common interest privilege" is as of January 30,
2017, the Committee cannot tell what specific communications are
being withheld based on the privilege log. The Debtors have grouped
communications under categories, identified names but not their
company affiliation, and identified communications based on date
ranges for both the prepetition and postpetition periods.

"When viewed in the context of the issues that have been raised by
the Equity
Committee thus far, the credibility of the Debtors is in serious
question, as is whether any plan of reorganization premised on the
RSA is being proposed in good faith," the Equity Committee said.

The Debtors on Thursday disputed the Equity Committee's
characterizations in the Objection.  The Debtors explained they
have worked diligently to provide the Equity Committee with over
10,000 pages of relevant documents in response to the Equity
Committee's requests for production, including plan term sheets,
management presentations, emails among counsel negotiating the
Restructuring Support Agreement, and asset sales going back more
than a year.  In addition, the Equity Committee has taken two
depositions, including a 30(b)(6) deposition and a deposition of
Dan Aronson of Evercore, which lasted approximately ten hours in
the aggregate.

The Debtors argued that the Equity Committee's suggestion that they
have been hiding the ball lacks merit.  Regardless, the Debtors are
committed to continuing to work with the Equity Committee on the
discovery issues and to resolve the Objection.

The Debtors believe that the adjournment of the hearing to consider
approval of the Exclusivity Motion will result in the resolution of
the Equity Committee's concerns.

              About Vanguard Natural Resources

Vanguard Natural Resources, LLC -- http://www.vnrllc.com/-- is  
a publicly traded limited liability company focused on the
acquisition, production and development of oil and natural gas
properties.  Vanguard's assets consist primarily of producing and
non-producing oil and natural gas reserves located in the Green
River Basin in Wyoming, the Permian Basin in West Texas and New
Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and
Alabama, the Anadarko Basin in Oklahoma and North Texas, the
Piceance Basin in Colorado, the Big Horn Basin in Wyoming and
Montana, the Arkoma Basin in Arkansas and Oklahoma, the Williston
Basin in North Dakota and Montana, the Wind River Basin in
Wyoming, and the Powder River Basin in Wyoming.

The Debtors listed total assets of $1.54 billion and total debts
of $2.3 billion as of Feb. 1, 2017.

Paul Hastings LLP is serving as legal counsel and Evercore
Partners is acting as financial advisor to Vanguard.  Opportune
LLP is the Company's restructuring advisor.  Prime Clerk LLC is
serving as claims and noticing agent.

Judy R. Robbins, the U.S. Trustee for Region 7, on Feb. 14, 2017,
appointed three creditors to serve on the official committee of
unsecured creditors appointed in the Debtor's case.  The Committee
hired Akin Gump Strauss Hauer & Feld LLP as counsel and FTI
Consulting, Inc., as financial advisor.

The Company on March 16, 2017, filed a motion with the Bankruptcy
Court disclosing a Stipulation and Agreed Order entered into on
March 15, 2017, by and between the Debtors and certain unaffiliated
holders of its Preferred Units and common units pursuant to which
the Debtors and the Ad Hoc Equity Committee agreed, among other
things, that professionals for the Ad Hoc Equity Committee would be
funded by the Debtors' estates for services performed within a
defined scope and subject to agreed caps on fees and expenses as
described in the Stipulation and Agreed Order.

Counsel to the Ad Hoc Equity Committee:

     Sharon M. Beausoleil, Esq.
     Alexander Chae, Esq.
     GARDERE WYNNE SEWELL LLP
     1000 Louisiana, Suite 2000
     Houston, TX 77002-5011
     Tel: 713-276-5539
     Fax: 713-276-6539
     E-mail: achae@gardere.com
             sbeausoleil@gardere.com

          - and -

     Holland N. O'Neil, Esq.
     GARDERE WYNNE SEWELL LLP
     Tel: 214-999-4961
     Fax: 214-999-3961
     2021 McKinney Avenue, Suite 1600
     Dallas, TX 7520
     E-mail: honeil@gardere.com

Attorneys for Citibank, N.A, as administrative agent under the
Third Amended and Restated Credit Agreement, dated as of September
30, 2011, are Chris Lopez, Esq., Stephen Karotkin, Esq., and
Joseph H. Smolinsky, Esq., at Weil Gotshal & Manges LLP.


VANITY SHOP: Taps Jill Motschenbacher as Accountant
---------------------------------------------------
Vanity Shop of Grand Forks, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of North Dakota to hire an
accountant.

The Debtor proposes to hire Jill Motschenbacher, a certified public
accountant, to provide general consultation regarding its financial
affairs, give advice on business accounting procedures and
financial reports, and provide other services related to its
Chapter 11 case.

Ms. Motschenbacher will charge $275 per hour for her services.

In a court filing, Ms. Motschenbacher disclosed that she is
"disinterested" and will not hold or represent any interest adverse
to the Debtor.

                About Vanity Shop of Grand Forks

Based in Fargo, North Dakota, Vanity Shop of Grand Forks, Inc.
filed a Chapter 11 petition (Bankr. D. N.D. Case No. 17-30112) on
March 1, 2017. The petition was signed by James Bennett, chairman
of the Board of Directors.  In its petition, the Debtor estimated
assets of less than $100,000 and liabilities of $10 million to $50
million.

Judge Shon Hastings presides over the case.  Caren Stanley, Esq.,
at Vogel Law Firm, serves as the Debtor's bankruptcy counsel.  The
Debtor hired Eide Bailly, LLP and Bell Bank as auditor and trustee
for the ERISA Plan, respectively.

On March 10, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee hired Fox
Rothschild LLP as bankruptcy counsel, BGA Management, LLC, as
financial advisor, and Brady Martz & Associates PC, as accountant.


WEIGHT WATCHERS: Egan-Jones Raises Commercial Paper Ratings to B
----------------------------------------------------------------
Egan-Jones Ratings, on April 26, 2017, upgraded the local currency
and foreign currency ratings on commercial paper issued by Weight
Watchers International Inc. to B from C.

Weight Watchers is a commercial provider of weight management
services, operating globally through a network of Company-owned
and franchise operations.


WEIGHT WATCHERS: S&P Affirms B- CCR & Alters Outlook to Positive
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' corporate credit rating on New
York, New York-based Weight Watchers International Inc. and revised
the outlook to positive from stable.

At the same time, S&P affirmed its 'B-' issue-level rating on the
company's first-lien credit facilities, including a $50 million
revolving facility expiring in 2018 and a $2.1 billion term loan
due in 2020.  S&P's recovery rating of '4' on the first-lien
facilities remains unchanged, indicating its expectation for
lenders to receive average (30%-50%; rounded estimate: 40%)
recovery in the event of payment default.

S&P estimates the company's funded debt at year-end 2016 at about
$2 billion.

"Weight Watchers reported improved cash flow and credit metrics in
2016, and we expect operating results and credit metrics will
continue to improve in 2017, reflecting solid membership growth
during the important winter season," said S&P Global Ratings credit
analyst Peter Deluca.  S&P's base forecast anticipates adjusted
debt to EBITDA of near 6.6x in 2017 and 6x in 2018, compared to
7.3x as of December 2016 and 8.3x in 2015.  S&P's forecast also
anticipates funds from operations (FFO) to debt strengthening to
about 8.4% in 2017 and close to 9.2% in 2018, from 7.8% in 2016.
S&P expects the company's marketing efforts will continue to
resonate with consumers, resulting year-over-year subscriber growth
during next year's winter recruiting season. Subscriber growth is
highest during the winter, and members typically remain engaged
with the company's programs for eight to nine months after
enrollment.  Working capital management, in S&P's view, will remain
near current levels throughout the forecast period, and the
company's variable-cost operating structure will continue to
generate sufficient funds to reinvest in the business.

The positive outlook reflects S&P's expectation that Weight
Watcher's will improve its operating performance, aided by a solid
recruiting season, effective marketing, and a variable cost
operating model.  S&P expects debt to EBITDA to approach the 6.5x
area by year-end 2017 and near 6x in 2018.  In addition, S&P
expects the company will generate ample cash flow to reinvest in
the business given its modest capital spending requirements and
solid expense management.

S&P could upgrade its rating on Weight Watchers should the company
maintain its effective marketing, membership growth, and expense
management initiatives such that debt-to-EBITDA leverage is
sustained near 6.5x.

S&P could revise the outlook back to stable if Weight Watchers'
credit metrics begin to weaken considerably, including debt to
EBITDA leverage sustained near 7.5x.  This could occur from
weaker-than-expected operating performance, possibly stemming from
declining membership, ineffective marketing, and competing weight
loss management products and services.


WEST CONTRA COSTA: U.S. Trustee Appoints 2 Committee Members
------------------------------------------------------------
The U.S. Trustee for Region 17 on May 17 filed an amended notice of
appointment of unsecured creditors' committee in the Chapter 9 case
of West Contra Costa Healthcare District.   

The agency announced in the filing that these creditors were
appointed to serve on the committee:

     (1) California Nurses Association
         155 Grand Ave.
         Oakland, CA 94612

     (2) Rex Shelton, Vice President
         Conduent, Inc. fka Xerox Consultant Co. Inc.
         5225 Auto Club Drive
         Dearborn, MI 48126

               About West Contra Costa Healthcare

Based in Pinole, California, West Contra Costa Healthcare District
dba Doctors Medical Center San Pablo/Pinole filed for Chapter 9
protection on Oct. 20, 2016 (Bankr. N.D. Ca. Case No. 16-42917).
Samuel R. Maizel, Esq., at Dentons US LLP, represents the Debtor in
its case.  The Debtor estimated assets of between $10 million and
$50 million, and debts of between $50 million and $100 million.


WILLOW BEND: Taps Phillip K. Wallace as Legal Counsel
-----------------------------------------------------
Willow Bend Ventures, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Louisiana to hire legal counsel.

The Debtor proposes to hire Phillip K. Wallace, PLC to give legal
advice regarding its duties under the Bankruptcy Code, and provide
other legal services related to its Chapter 11 case.

Phillip Wallace, Esq., the attorney primarily responsible for
representing the Debtor, will charge an hourly fee of $250.
Paralegals will charge $70 per hour.

The Debtor paid a retainer of $15,000 to the firm and $1,717 for
the filing fees.

Wallace does not represent or hold any interest adverse to the
Debtor or its bankruptcy estate, according to court filings.

The firm can be reached through:

     Phillip K. Wallace, Esq.
     Phillip K. Wallace, PLC
     4040 Florida Street, Suite 203
     Mandeville, LA 70448
     Tel: (985) 624-2824
     Fax: (985) 624-2823
     Email: Philkwall@aol.com

                   About Willow Bend Ventures

Based in Carriere, Mississippi, Willow Bend Ventures, LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La.
Case No. 17-11178) on May 9, 2017.  The petition was signed by
Hensley R. Lee, manager.  

At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of $1 million to $10 million.

The case is assigned to Judge Elizabeth W. Magner.


YRC WORLDWIDE: Bank Debt Trades at 2% Off
-----------------------------------------
Participations in a syndicated loan under YRC Worldwide is a
borrower traded in the secondary market at 97.98
cents-on-the-dollar during the week ended Friday, May 5, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.15 percentage points from the
previous week.  YRC Worldwide pays 700 basis points above LIBOR to
borrow under the $0.700 billion facility. The bank loan matures on
Feb. 12, 2019 and carries Moody's Ba3 rating and Standard & Poor's
B- rating.  The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended May 5.


YUM! BRANDS: Moody's Affirms Ba3 CFR & Revises Outlook to Stable
----------------------------------------------------------------
Moody's Investors Service affirmed Yum! Brands, Inc.'s ("Yum") Ba3
Corporate Family Rating (CFR), Ba3-PD Probability of Default
Rating, B2 unsecured legacy note rating and SGL-1 Speculative Grade
Liquidity Rating. Moody's also affirmed KFC Holdings, Co.'s Ba1
senior secured revolver and senior secured term loan ratings and B1
senior unsecured note rating. In addition, Yum's outlook was
changed to stable from negative.

"The change in outlook to stable reflects Yum's successful
seperation of its China operations and the completion of its
recapitalization as planned as well as Moody's views that credit
metrics will remain around current levels with leverage of 5.4
times" stated Bill Fahy, Moody's Senior Credit Officer.

Issuer: KFC Holding Co.

-- Backed Senior Unsecured Regular Bond/Debenture, Affirmed B1,
    LGD 4

-- Backed Senior Secured Bank Credit Facility, Affirmed Ba1, LGD
    2

Issuer: Yum! Brands Inc.

-- LT Corporate Family Rating, Affirmed Ba3

-- Senior Unsecured Regular Bond/Debenture, Affirmed B2, LGD 5

-- Senior Unsecured Shelf, Affirmed (P)B2

-- Probability of Default Rating , Affirmed Ba3-PD

-- Speculative Grade Liquidity Rating, Affirmed SGL-1

Outlook Actions:

-- Outlook, Changed To Stable From Negative

RATINGS RATIONALE

The Ba3 Corporate Family Rating (CFR) reflects Yum's significant
scale, geographic reach, brand diversity and franchise based
business model which helps to add stability to revenues and
earnings as compared to some other restaurant operators and reduces
overall capital requirements. The ratings also factor in the
reduced earnings volatility that result from Yum's goal of becoming
98% franchised by the end of 2018 as well as the company's very
good liquidity. The ratings also incorporate Yum's financial policy
that favors shareholder returns as it completes its goal of
returning between $6.5-$7.0 billion to shareholders from 2017 to
2019, while targeting leverage of about 5.0x (5.4 times based on
Moody's standard analytical adjustments). Yum's shareholder returns
are expected to be funded through a combination of internal cash
flow, additional debt and refranchising proceeds.

The stable outlook reflects Moody's expectations that Yum maintains
a consistent financial policy that results in credit metrics
sustained around current levels, particularly leverage of 5.4 times
(based on Moody's standard analytical adjustments). The outlook
also expects the company to maintain very good liquidity.

Yum's ratings could be downgraded in the event of a sustained
deterioration in credit metrics with adjusted debt to EBITDA well
above 5.5 times or EBIT to Interest below 2.5 times. An upgrade
would require a sustained improvement in Pizza Hut while
maintaining good operating performance at KFC and Taco Bell and
debt to EBITDA below 4.75 times and EBIT to Interest above 3.0
times. Moreover, a proven track record of a consistent financial
policy that results in credit metrics in-line with current levels
could result in upward ratings pressure.

Yum! Brands, Inc. (Yum), headquartered in Louisville, Kentucky, is
an owner, operator and franchisor of quick service and casual
dining restaurants with brands that include KFC, Taco Bell, and
Pizza Hut. Revenues are around $6.4 billion.

The principal methodology used in these ratings was Restaurant
Industry published in September 2015.


[*] Fitch: Rue21 Filing Boosts US Retain Loan Default Rate to 1.7%
------------------------------------------------------------------
Struggling teen apparel specialty chain Rue21's bankruptcy filing
Monday lifts Fitch's U.S. retail TTM (trailing 12-month)
institutional leveraged loan default rate to 1.7% from 0.9%.

An impending bankruptcy from Gymboree would propel the retail TTM
to 2.7%. Fitch forecasts the retail loan default rate at 9% on
roughly $6 billion of defaults, though the fate of Sears Holdings
and the resolution of J. Crew Group’s bond exchange could
materially alter the projection.

The high yield retail default rate is also expected to finish 2017
at 9%, with more than $4 billion of likely defaults.

Fitch's expectation of increasing retail defaults stems from
increased discounter (including off-price and fast-fashion apparel)
and online penetration, along with shifts in consumer spending
toward services and experiences. These factors have created a
highly competitive retail environment and accelerated the downtrend
in mall-based shopping. Retailers have also suffered from the ebb
and flow of brand popularity. Negative comparable store sales and
fixed-cost deleveraging have led to free cash flow deficits, tight
liquidity and unsustainable capital structures for some leveraged
issuers.

Competition from fast fashion and secular shifts in teen spending
habits contributed to Rue 21’s filing. Bankruptcies of other
leveraged apparel retailers during the past two years, including
The Wet Seal, Aeropostale, Quiksilver, Pacific Sunwear and American
Apparel reflected similar challenges.

Rue21 has operated with high leverage since a buyout by the private
equity firm Apax Partners in 2013.  The company’s loans and bonds
were initially identified by Fitch as at high risk of default
within the next 12 months in Fitch’s August 2016 Default Insight
reports.

There are 11 retail names on Fitch's loans and/or bonds of concern
lists, which compile issuers with a significant risk of default
within the next 12 months. The loans of concern list has nine
retailers with term loan debt totaling $5.6 billion, including
Sears Holdings (roughly $2.5 billion), Gymboree, Nine West
Holdings, 99 Cents Only Stores, True Religion Apparel, Charlotte
Russe, Charming Charlie, NYDJ Apparel and Vince.

The bonds of concern list includes the following retail names:
Claire's Stores, Sears Holdings, Chinos Intermediate Holdings (J
Crew Group), 99 Cents Only Stores and Gymboree for $4.6 billion of
bond debt.

Rue21's debt consists of a $538.5 million secured term loan due
2020, $250 million of 9% senior notes due 2021, and a $150 million
asset-based loan (ABL) facility (usage not available). The term
loan and 9% notes are currently bid at 10 and 11.625, indicating
poor recovery prospects. The company has also reached agreements to
obtain up to $125 million in ABL debtor-in-possession (DIP)
financing from its existing ABL lenders and up to $50 million in
new money term loan DIP financing from certain existing term loan
lenders.

A restructuring support agreement reached with 96.8% of Rue21's
term loan lenders and 60.2% of noteholders includes an expected
fall 2017 emergence as a smaller, less-leveraged going concern.

Fitch-rated CLOs have limited exposure to Rue21's term loan. In
total, 13 Fitch-rated CLOs owned this loan as of April 30, 2017,
averaging 0.2% of portfolio holdings. In addition, seven
Fitch-rated CLOs have exposure to Gymboree, averaging 0.3% of
portfolio holdings. Fitch believes Gymboree is at imminent risk of
default.


[*] Moody's Liquidity-Stress Index Set to Decline Again in May
--------------------------------------------------------------
Moody's Liquidity-Stress Index (LSI) declined again through
mid-May, extending its improving trend to just over a year, the
rating agency says in its most recent edition of SGL Monitor. The
index dipped to 4.6% in mid-May from 4.9% in April as US
speculative-grade company liquidity positions continue to be
bolstered by earnings and good access to credit markets.

Moody's Liquidity-Stress Index falls when corporate liquidity
appears to improve and rises when it appears to weaken.

"The LSI is benefiting from fundamental strengths, including
steady-to-growing corporate earnings and strong investor appetite
for yield," said Senior Vice President John Puchalla. "Importantly,
despite new issue volume easing in April from the first quarter's
blistering pace, new issuance continues at a healthy overall
clip."

Thus far in May, upgrades of Moody's speculative-grade liquidity
(SGL) ratings outpaced downgrades by six to one, Puchalla says. SGL
rating activity reflects easing volatility, mainly as
energy-related woes continue to ebb. With oil prices and production
increasing, the fortunes of companies that supply the industry are
also rebounding, including those of frack sand suppliers Fairmount
Santrol and Hi-Crush Partners, which both saw their liquidity
ratings upgraded to SGL-3 from SGL-4 in May.

Meanwhile, Moody's Covenant-Stress Index slipped to 3.2% in April
from 3.5% in March. The index, which has been below its 5.8%
long-term average since June last year, indicates that US
speculative-grade companies continue to run a very low risk of
violating their debt covenants.

Moody's forecasts that the US speculative-grade default rate will
decline to 3.0% in April 2018 from 4.5%, against a long-term
average of 6.8%.


[^] BOOK REVIEW: Risk, Uncertainty and Profit
---------------------------------------------
Author:  Frank H. Knight
Publisher:  Beard Books
Softcover:  381 pages
List Price:  $34.95
Review by Gail Owens Hoelscher

Order your personal copy today at
http://www.amazon.com/exec/obidos/ASIN/1587981262/internetbankrupt

The tenets Frank H. Knight sets out in this, his first book,
have become an integral part of modern economic theory. Still
readable today, it was included as a classic in the 1998 Forbes
reading list. The book grew out of Knight's 1917 Cornell
University doctoral thesis, which took second prize in an essay
contest that year sponsored by Hart, Schaffner and Marx. In it,
he examined the relationship between knowledge on the part of
entrepreneurs and changes in the economy. He, quite famously,
distinguished between two types of change, risk and uncertainty,
defining risk as randomness with knowable probabilities and
uncertainty as randomness with unknowable probabilities. Risk,
he said, arises from repeated changes for which probabilities
can be calculated and insured against, such as the risk of fire.
Uncertainty arises from unpredictable changes in an economy,
such as resources, preferences, and knowledge, changes that
cannot be insured against. Uncertainty, he said "is one of the
fundamental facts of life."

One of the larger issues of Knight's time was how the
entrepreneur, the central figure in a free enterprise system,
earns profits in the face of competition. It was thought that
competition would reduce profits to zero across a sector because
any profits would attract more entrepreneurs into the sector and
increase supply, which would drive prices down, resulting in
competitive equilibrium and zero profit.

Knight argued that uncertainty itself may allow some entrepreneurs
to earn profits despite this equilibrium. Entrepreneurs, he said,
are forced to guess at their expected total receipts. They cannot
foresee the number of products they will sell because of the
unpredictability of consumer preferences. Still, they must
purchase product inputs, so they base these purchases on the
number of products they guess they will sell. Finally, they have
to guess the price at which their products will sell. These
factors are all uncertain and impossible to know. Profits are
earned when uncertainty yields higher total receipts than
forecasted total receipts. Thus, Knight postulated, profits are
merely due to luck. Such entrepreneurs who "get lucky" will try to
reproduce their success, but will be unable to because their luck
will eventually turn.

At the time, some theorists were saying that when this luck runs
out, entrepreneurs will then rely on and substitute improved
decision making and management for their original
entrepreneurship, and the profits will return. Knight saw
entrepreneurs as poor managers, however, who will in time fail
against new and lucky entrepreneurs. He concluded that economic
change is a result of this constant interplay between new
entrepreneurial action and existing businesses hedging against
uncertainty by improving their internal organization.

Frank H. Knight has been called "among the most broad-ranging
and influential economists of the twentieth century" and "one of
the most eclectic economists and perhaps the deepest thinker and
scholar American economics has produced." He stands among the
giants of American economists that include Schumpeter and Viner.
His students included Nobel Laureates Milton Friedman, George
Stigler and James Buchanan, as well as Paul Samuelson. At the
University of Chicago, Knight specialized in the history of
economic thought. He revolutionized the economics department
there, becoming one the leaders of what has become known as the
Chicago School of Economics. Under his tutelage and guidance,
the University of Chicago became the bulwark against the more
interventionist and anti-market approaches followed elsewhere in
American economic thought. He died in 1972.


                            *********

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.
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then-ending.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
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