TCR_Public/170525.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, May 25, 2017, Vol. 21, No. 144

                            Headlines

25-54 CRESCENT: Intends to File Reorganization Plan by Sept. 6
A & K ENERGY: U.S. Trustee Unable to Appoint Committee
AGENT PROVOCATEUR: Wants $200,000 Financing From Four Marketing
AIR CANADA: Moody's Hikes CFR to Ba3; Outlook Stable
ALLIANCE LAUNDRY: S&P Withdraws 'B' CCR at Company's Request

AMERIGAS PARTNERS: Fitch Affirms 'BB' Issuer Default Rating
AP GAMING: Moody's Rates Proposed $480MM Sr. Sec. Facilities B2
ARMOR HOLDCO: Moody's Confirms B3 Corporate Family Rating
ARTEL LLC: S&P Affirms Then Withdraws 'CCC+' Corp. Credit Rating
AZURE MIDSTREAM: Bankruptcy Court Okays Final Liquidation Plan

B&B BACHRACH: Concorde, Maklihon Appointed to Committee
BCBG MAX: Exclusive Plan Filing Period Extended to October 11
BECTON DICKINSON: Moody's Rates New $2.25BB Unsecured Loan 'Ba1'
BOISE COUNTY SD 73: Moody's Ups GO Bonds Rating From Ba2
BOYSON INC: Intends to File Chapter 11 Plan by November 22

CALLON PETROLEUM: Addt'l Notes Issue No Impact Moody's B2 CFR
CALPINE CORP: Fitch Affirms 'B+' Long-Term IDR, Outlook Stable
CANTOR COMMERCIAL: S&P Affirms Then Withdraws 'BB-' ICR
CHESAPEAKE ENERGY: Moody's Rates Proposed $750MM Sr. Notes Caa2
CHESAPEAKE ENERGY: S&P Rates New $750MM Sr. Unsecured Notes 'CCC'

CLAIRE'S STORES: S&P Affirms 'CC' CCR, Outlook Negative
COEUR MINING: Moody's Hikes CFR to B1; Outlook Stable
COMPREHENSIVE PHYSICIANS: Plan Confirmation Hearing on June 20
CONVERGEONE HOLDINGS: Moody's Hikes CFR to B2; Outlook Stable
CONVERGEONE HOLDINGS: S&P Rates $430MM 1st Lien Loan 'B'

CORUS ENTERTAINMENT: DBRS Confirms BB Issuer Rating
CRESTWOOD MIDSTREAM: Moody's Alters Outlook to Stable & Affirms CFR
CUNNINGHAM LINDSEY: S&P Lowers CCR to 'B-'; Outlook Stable
DDR CORP: Fitch Assigns 'BB' Preferred Stock Rating
DELAWARE SPORTS: Case Summary & 13 Unsecured Creditors

DIFFUSION PHARMACEUTICALS: Incurs $28.6M Net Loss in First Quarter
DYNCORP INT'L: Moody's Hikes Corporate Family Rating to B3
EAST COAST FOODS: Judge Asked to End Trademark Ownership Dispute
EVEREST HOLDINGS: Moody's Lowers CFR to Caa2, Outlook Stable
FINCO I LLC: S&P Assigns 'BB-' ICR; Outlook Positive

FOCUS FINANCIAL: Moody's Keeps B1 CFR Amid Term Loan Upsize
FREDERICKSBURG PARK: U.S. Trustee Unable to Appoint Committee
FREE GOSPEL: July 24 Hearing on Disclosure Statement
FRIENDSHIP VILLAGE: Fitch Affirms BB- Rating on 3 Bond Tranches
FRONTIER COMMUNICATIONS: Moody's Cuts CFR to B2, Outlook Still Neg.

FRONTIER COMMUNICATIONS: Moody's Rates New $1.5BB Term Loan B 'B1'
FRONTIER COMMUNICATIONS: S&P Rates New $1.5BB Term Loan B 'BB'
GULFMARK OFFSHORE: Moody's Cuts PDR to D-PD on Bankruptcy Filing
GULFMARK OFFSHORE: Unsecured Creditors to Get 100% Under Plan
HAE SUNG: Case Summary & 10 Unsecured Creditors

HAIMIL REALTY: Proposes $1.5M Exit Financing From Millbrook Realty
HARTFORD COURT: Needs Until June 30 to File Plan
HARVARD PILGRIM: Moody's Cuts Rating on $29MM Debt to 'Ba1'
HHGREGG INC: Committee Taps ASK LLP as Avoidance Claims Counsel
HHGREGG INC: Seeks to Hire Altus Group as Tax Advisor

HHGREGG INC: Taps Hilco IP Services as IP Advisor
HIGH PLAINS: Case Summary & 20 Largest Unsecured Creditors
HUNTSMAN CORP: Moody's Puts Ba3 CFR Under Review for Upgrade
I LOAD: Case Summary & 20 Largest Unsecured Creditors
IASIS HEALTHCARE: Moody's Puts B2 CFR Under Review

INT'L RENTALS: U.S. Trustee Unable to Appoint Committee
KAR AUCTION: Debt Upsize No Impact on Moody's B1 CFR
KAR AUCTION: Moody's Affirms B1 CFR, Rates New Sr. Secured Debt Ba2
KAR AUCTION: S&P Assigns 'B' Rating on New US$800MM Unsec. Notes
KAR AUCTION: S&P Lowers Rating on Secured Credit Facilities to BB-

KATY INDUSTRIES: Hires JND Corporate as Claims and Noticing Agent
KMG CHEMICALS: Moody's Assigns B2 Corporate Family Rating
KMG CHEMICALS: S&P Assigns 'B' CCR; Outlook Stable
L&N TWINS: Case Summary & Unsecured Creditor
LAUREATE EDUCATION: S&P Affirms 'B' CCR; Outlook Stable

LEI MACHINING: Unsecured Claims to Get 5% Annual Interest
LONESTAR GENERATION: Moody's Cuts Rating to B2 & Keeps Neg Outlook
LOUISIANA PELLETS: Unsecureds to Recoup $75,000 Under Plan
MAXUS ENERGY: Chapter 11 Plan Confirmed
MERITAGE HOMES: Fitch Hikes IDR to BB & Alters Outlook to Stable

MERITAGE HOMES: Moody's Rates Proposed $300MM Unsecured Notes Ba2
MERITAGE HOMES: S&P Rates New Sr. Unsecured Notes Dues 2027 'BB-'
MOLINA HEALTHCARE: Moody's Rates $330MM Senior Unsecured Debt Ba3
MOLINA HEALTHCARE: S&P Rates New Unsecured Notes Due 2025 'BB'
MOOD MEDIA: Chapter 15 Case Summary

MOOD MEDIA: Files CBCA Case to Effect Debt-for-Equity Swap
MOOD MEDIA: Seeks U.S. Recognition of Canadian Proceedings
MOOD MEDIA: To Seek Approval of Plan of Arrangement June 20
NEWALTA CORPORATION: DBRS Confirms CCC(high) Issuer Rating
NOVA CHEMICALS: Moody's Rates New $2.1BB Senior Unsecured Notes Ba2

NUSTAR ENERGY: Moody's Confirms Ba1 CFR; Outlook Negative
OCEAN RIG: Launches Schemes of Arrangement
OI SA: Bondholders Push for Alternative Plan
OI SA: Bondholders Say Company Plan Has No Support From Creditors
OLIVE BRANCH: Amends Plan to Modify Amount Owed for Unpaid Taxes

PALATIAL INVESTMENT: Unsecureds to be Paid from Asset Liquidation
PARAGON OFFSHORE: UK Court OKs Deloitte Partners as Administrators
PATRIOT ONE: Seeks June 22 Exclusive Plan Filing Period Extension
PATSCO L.P.: Sale Approval Hearing Set for June 13
PBF HOLDING: Moody's Rates Proposed $725MM Sr. Unsecured Notes B1

PBF HOLDING: S&P Assigns 'BB' Rating on $725MM Sr. Unsecured Notes
PEN INC: Will File Form 10-Q Within Extension Period
PERFORMANCE FOOD: S&P Affirms 'BB-' CCR, Outlook Stable
PETROLIA ENERGY: Incurs $463,000 Net Loss in First Quarter
PETSMART INC: Moody's Confirms B1 CFR & Alters Outlook to Negative

PETSMART INC: S&P Affirms 'B+' CCR, Outlook Negative on Acquisition
PHOTOMEDEX INC: Delays March 31 Form 10-Q for Review
POST EAST: Unsecureds to Get Share of $2,000 Under Connect REO Plan
PROPETRO SERVICES: S&P Raises CCR to 'B-' Then Withdraws Rating
QUANTUMSPHERE INC: Delays Filing of March 31 Form 10-Q

RADIATE HOLDCO: Moody's Puts B2 CFR on Review for Downgrade
RANGE RESOURCES: S&P Affirms 'BB+' CCR on Improved Finc'l. Leverage
RECYCLING GROUP: Seeks July 19 Exclusive Plan Filing Extension
RESIDENTIAL CAPITAL: Completes Filing of 2016 Income Tax Returns
REX ENERGY: Authorized Common Shares Lowered to 100 Million

RI ENERGY CENTER: Moody's Alters Outlook on Secured Debt to Neg.
RIMI CORPORATE: Case Summary & Largest Unsecured Creditors
ROCKY MOUNTAIN: Reports $4.46 Million Net Loss for 3rd Quarter
ROMAN HILL: Plan Confirmation Hearing on June 27
ROUGH COUNTRY: Moody's Assigns B2 CFR, Outlook Stable

S DIAMOND STEEL: Court Okays Amended Disclosure Statement
S&H AUTO: Directed to File Amended Plan by May 25
SABLE PERMIAN: S&P Raises CCR to 'CCC' on Debt Exchange
SANCTUARY CARE: Bids Due May 25; Sale Hearing on June 6
SEADRILL LTD: Debt Restructuring Talks Progressing

SKG THE PARK: 2nd Amended Plan Revises Treatment of Claims
SKYE ASSOCIATES: Unsecureds to Recoup 4% Over 5 Years
SPANISH BROADCASTING: S&P Withdraws 'D' Corporate Credit Rating
SPECTRUM BRAND: Fitch Affirms 'BB' Long-Term Issuer Default Rating
SSH HOLDINGS: S&P Lowers CCR to 'B-' on Recent Underperformance

STARLITE HOSPITALITY: First Western Asks Court to Prohibit Cash Use
SUPERVALU INC: Fitch Rates $840MM Term Loan Facility 'BB/RR1'
SUPERVALU INC: Moody's Affirms B1 CFR & Rates New Term Loan Ba3
SUPERVALU INC: S&P Gives 'BB-' Rating on $840MM Term Loan Facility
TIDEWATER INC: May 31 Meeting Set to Form Creditors' Panel

TOWERSTREAM CORP: Reports $3.81 Million Net Loss for First Quarter
TRC COMPANIES: S&P Assigns 'B' CCR, Outlook Stable
TURNING LEAF: Case Summary & 20 Largest Unsecured Creditors
ULURU INC: Incurs $462,740 Net Loss in First Quarter
UMATRIN HOLDING: Will File Form 10-Q Within Extension Period

UNCAS LLC: Unsecureds to Get $2,700 Under Connect REO's Plan
UNITY COURIER: May Use Cash Collateral Through June 30
VFH PARENT: Fitch Assigns 'BB-' Long-Term Issuer Default Rating
VFH PARENT: S&P Raises ICR to 'B+', Off CreditWatch Positive
VITARGO GLOBAL: Has Financing From Premium Assignment

VITARGO GLOBAL: Tim Geddes Appointed to Creditors' Committee
W3 TOPCO: S&P Lowers CCR to 'D' on Capital Restructuring
WEST ALLIS SD: Moody's Affirms Ba1 Rating on $43.3MM GO Debt
WESTINGHOUSE ELECTRIC: Issues Lockout Notice to Boilermakers
WESTINGHOUSE ELECTRIC: Set to Tap Remainder of $800M DIP Loan

WESTMORELAND RESOURCE: May Issue 500,000 Units Under LTIP
WHEATON LLC: Unsecureds to Get Full Payment in 24 Months
WORLD AND MAIN: S&P Ups CCR to CCC+ Over Credit Agreement Amendment
[*] Conway Launches Real Estate Advisory Services Practice
[*] Gabrielle Glemann Joins Stoel Rives as Of Counsel

[^] Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

25-54 CRESCENT: Intends to File Reorganization Plan by Sept. 6
--------------------------------------------------------------
25-54 Crescent Realty, LLC requests the U.S. Bankruptcy Court for
the Eastern District of New York to extend the time to file a plan
of reorganization through September 6, 2017, as well as the time to
confirm a filed plan through November 6, 2017.

The Debtor rents a residential real estate located at 25-58
Crescent Street, Astoria, NY 11102.

The Debtor seeks an extension of its current exclusive periods in
order to avoid the premature formulation of a Chapter 11 plan that
fails to take into account critical business and operational
factors that the Debtor has not yet been able to adequately
evaluate.

The Debtor also believes that the requested extension will allow it
to liquidate its assets over the next several months, which will
better enable the Debtor to make determinations regarding its plan
of reorganization, which would include sale of its real estate and
obtaining a DIP financing.

The Debtor contends that a premature termination of the exclusive
periods might force the Debtor to waste valuable time and efforts
combating competing plans that would result in increasing
administrative expenses, which will be detrimental to the Debtor's
bankruptcy estate, its creditors and other parties-in-interest.

                     About 25-54 Crescent Realty

Headquartered in Astoria, New York, 25-54 Crescent Realty LLC filed
for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No.
17-40560) on Feb. 8, 2017, disclosing $4.55 million in total assets
and $3.25 million in total liabilities.  The petition was signed by
Petros Konstantelos, member.  Judge Carla E. Craig presides over
the case.  The Debtor is represented by Peter Corey, Esq. at Macco
& Stern, LLP.

The Debtor has hired Shaw Country Realty as real estate broker; and
Voro LLC as broker, to market certain residential real property
located at, and known as 25-28 Crescent Street, Astoria, NY 11102.

No creditors' committee has been appointed by the Office of the
U.S. Trustee.


A & K ENERGY: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of A & K Energy Conservation,
Inc., as of May 22, according to a court docket.

               About A & K Energy Conservation

A&K Energy Conservation, Inc. -- http://www.akenergy.com/-- offers
customized lighting solutions and energy management services,
including energy audits, lighting retrofits, rebate processing, and
more.

A & K Energy Conservation filed a Chapter 11 petition (Bankr. M.D.
Fla. Case No. 17-03318) on April 19, 2017.  William Maloney, chief
restructuring officer, signed the petition.  The case is assigned
to Judge Catherine Peek McEwen.  The Debtor is represented by Amy
Denton Harris, Esq., and Mark F Robens, Esq., at Stichter, Riedel,
Blain & Postler, P.A.  The Debtor estimated assets and liabilities
between $1 million and $10 million.


AGENT PROVOCATEUR: Wants $200,000 Financing From Four Marketing
---------------------------------------------------------------
Agent Provocateur, Inc., and Agent Provocateur, LLC, seek
authorization from the U.S. Bankruptcy Court for the Southern
District of New York to obtain up to $200,000 in
debtor-in-possession financing from Four Marketing Group.

Following the sale of parent Agent Provocateur, Limited's operating
assets, and the subsequent administration of the Parent in the UK,
the U.S. companies were left stranded, and were about to shut down.
The primary reasons for this were: (1) the U.S. entities could no
longer rely upon the use of the former Parent's intellectual
property; and (2) they no longer had a source of merchandise to
place on their store shelves and sell to customers.

Accordingly, without a license to use intellectual property, and
with no continuing supply of inventory, the Debtors were left with
no further ability to maintain viable operations on a going forward
basis, and they were on the verge of a complete and immediate
shutdown.  As they were about to shut down and file petitions under
Chapter 7 of the U.S. Bankruptcy Code, an affiliate of Four
Marketing Group expressed an interest in purchasing a number of
stores from the U.S. companies.

As a result of their discussions, the buyer made a proposal to
purchase a number of stores and to fund ongoing operations, to the
extent necessary during these bankruptcy cases, in order to
consummate the sale.

There are no secured parties with an interest in their cash.
According to projections, cash flow from operations will be
sufficient to fund their business for a period of time during the
bankruptcy.  However, the Debtors may require additional funding at
one or more points during these cases in order to allow them to
obtain authority for, and to close, a sale of assets pursuant to
Section 363.

To achieve this goal, the buyer has offered debtor in possession
financing, in an amount of up to $200,000, to facilitate the sale
of assets.  The DIP Loan is proposed to be a senior superpriority
loan from the Lender, to be used to the extent necessary to fund
day-to-day operations.  Subject to approval by the Court, it will
be secured by a first priority lien on substantially all of the
Debtors' assets.

There is no source of financing, secured or otherwise, available to
the Debtors from any other source, apart from that to be provided
by Lender pursuant to the DIP Loan.  The Lender is the one and only
party in existence with both the means and motivation to extend the
financing required by the Debtors.

The Debtors want to grant a security interest, lien, and
superpriority claim to the Lender, as well as related protections
to secure all obligations of the Debtors with respect to the DIP
Loan in the order of priority and as provided in the proposed final
court order and the DIP documents.

The DIP Loan will have a base rate of 3% and default rate of 5% and
will mature on June 30, 2017.

The DIP Loan will have $5,000 commitment fee and $5,000 monthly
servicing fee (subject to forgiveness if Lender is successful
purchaser), and reimbursement of expenses, including attorneys’
fees, up to $25,000.

DIP Loan secured by fully perfected security interest in
substantially all assets of the Debtors.

The Debtors must act swiftly in Chapter 11 to save a number of
their stores, and the DIP Loan contains a number of milestones
focused on ensuring a swift process.  The milestones include:

     -- the holding of a sale hearing in the Court no later than
        June 15, 2017;

     -- approval of the sale motion on or before June 15, 2017;
        and

     -- consummation of the sale on or before June 30, 2017.

A copy of the Debtors' motion is available at:

         http://bankrupt.com/misc/nysb17-10987-97.pdf

                    About Agent Provocateur

Agent Provocateur, Inc., was incorporated in 2000 as a California
corporation with stores located in New York, California, and other
parts of the country.  Its affiliate Agent Provocateur, LLC, was
formed in 2004 as a Delaware limited liability company with stores
in Nevada.  They were formed for the purpose of operating U.S.
retail outlets for merchandise, women's lingerie, supplied by their
then parent in the United Kingdom, Agent Provocateur Ltd., now
known as Pearl Group Ltd. ("Parent").

Agent Provocateur, Inc., based in New York, NY, and Agent
Provocateur, LLC, sought Chapter 11 protection (Bankr. S.D.N.Y.
Lead Case No. 17-10987) on April 11, 2017.  Agent Provocateur,
Inc., estimated $1,000,001 to $10 million in assets and $10,000,001
to $50 million in liabilities.

The Hon. Michael E. Wiles presides over the cases.

William H. Schrag, Esq., at Thompson Hine LLP, serves as bankruptcy
counsel to the Debtors.

An official committee of unsecured creditors was appointed on May
3, 2017.


AIR CANADA: Moody's Hikes CFR to Ba3; Outlook Stable
----------------------------------------------------
Moody's Investors Service upgraded Air Canada's corporate family
rating (CFR) to Ba3 from B1, probability of default rating to
Ba3-PD from B1-PD, first lien senior secured rating to Ba2 from Ba3
and senior unsecured rating to B2 from B3. The company's
speculative grade liquidity rating was affirmed at SGL-2. With the
one notch CFR upgrade, Air Canada's 2013-1 and 2015-2 Pass Through
Trust Certificates (EETCs) were each upgraded by one notch. The
outlooks for Air Canada and its Pass Through Trust Certificates
have been changed to stable from positive.

"The upgrade reflects Moody's expectations that Air Canada will
maintain leverage near 4x despite a large capital spend program and
market capacity additions," said Jamie Koutsoukis, Moody's Vice
President, Senior Analyst

Upgrades:

Issuer: Air Canada

-- Probability of Default Rating, Upgraded to Ba3-PD from B1-PD

-- Corporate Family Rating, Upgraded to Ba3 from B1

-- Senior Secured Bank Credit Facility, Upgraded to Ba2 (LGD3)  
    from Ba3 (LGD3)

-- Senior Secured Regular Bond/Debenture, Upgraded to Ba2 (LGD3)
    from Ba3 (LGD3)

-- Senior Unsecured Regular Bond/Debenture, Upgraded to B2 (LGD5)

    from B3 (LGD5)

Issuer: Air Canada 2013-1 Pass Through Trusts

-- Senior Secured Enhanced Equipment Trust, Nov 15, 2026,
    Upgraded to A2 from A3

-- Senior Secured Enhanced Equipment Trust, May 15, 2018,
    Upgraded to Ba2 from Ba3

-- Senior Secured Enhanced Equipment Trust, Nov 15, 2022,
    Upgraded to Baa3 from Ba1

Issuer: Air Canada Series 2015-2 Pass Through Trusts

-- Senior Secured Enhanced Equipment Trust, Jun 15, 2029,
    Upgraded to A2 from A3

-- Senior Secured Enhanced Equipment Trust, Jun 15, 2029,
    Upgraded to Aa3 from A1

-- Senior Secured Enhanced Equipment Trust, Jun 15, 2025,
    Upgraded to Baa3 from Ba1

Outlook Actions:

Issuer: Air Canada

-- Outlook, Changed To Stable From Positive

Issuer: Air Canada 2013-1 Pass Through Trusts

-- Outlook, Changed To Stable From Positive

Issuer: Air Canada Series 2015-2 Pass Through Trusts

-- Outlook, Changed To Stable From Positive

Affirmations:

Issuer: Air Canada

-- Speculative Grade Liquidity Rating, Affirmed SGL-2

RATINGS RATIONALE

Air Canada's Ba3 corporate family rating (CFR) reflects its strong
market position in the duopolistic Canadian market, Moody's
expectation that adjusted debt/EBITDA will remain near 4x, and
credit metrics that have some cushion to absorb the effects of
expected pressure on operating earnings in 2017 from higher fuel
costs. Rating constraints include high (but improving) legacy
carrier operating costs and expectations that substantial capital
commitments will result in adjusted negative free cash flow through
to 2018. The rating also reflects foreign exchange volatility,
exposure to fuel costs and the risk of market capacity additions
exceeding demand.

The one-notch upgrades of the EETCs accompanies Air Canada's CFR
upgrade. EETC ratings are assigned by applying notching to an
issuer's CFR, factoring in protective features such as (1) the
importance of the aircraft collateral to the airline's network; (2)
a legal framework that provides timely access to collateral
following an insolvency where the airline no longer wants to use
the aircraft; (3) liquidity facilities that fund a number of
interest payments following the rejection of an EETC financing; and
(4) the equity cushion.

Five Boeing B777-300ER delivered new between June 2013 and February
2014 secure the Series 2013-1 transaction. Two B777-300ERs and
three Boeing B787-9s delivered in 2015 secure the Series 2015-2
transaction. Some pressure on the values of B777-300ERs relative to
expectations in 2013 has modestly lowered the equity cushion for
the 2013-1 transaction versus Moody's original expectations, but
not sufficiently to cause Moody's to reduce the notching relative
to the CFR.

The ratings of the EETCs reflect Moody's belief that Air Canada
would retain the aircraft in each transaction under a
reorganization scenario because of the importance of these models
to the long-haul network over the 12-year lives of each transaction
and their relatively young ages. Any combination of future changes
in the underlying credit quality or ratings of Air Canada,
unexpected material declines in the market value of the aircraft
and/or an unexpected significant reduction in the size of Air
Canada's long haul network could lead to changes to the ratings of
Air Canada's EETCs.

Air Canada has good liquidity (SGL-2), supported by CAD3.6 billion
of cash and short-term investments at March 31, 2017 and a US$300
million unused revolving credit facility due in 2021. These sources
are more than sufficient to fund mandatory annual debt and lease
repayments of CAD608 million for the remainder of 2017 and CAD700
million in 2017. Moody's expects Air Canada's ongoing aircraft
purchases will contribute to about CAD200 million and CAD100
million of negative adjusted free cash flow in 2017 and 2018
respectively. Air Canada has flexibility to raise capital from
asset sales to boost liquidity should the need arise.

The stable outlook reflects Moody's expectation that Air Canada
will maintain leverage near 4x despite a large capital spend
program (aircraft order book will likely be funded largely with new
debt) and market capacity additions.

An upgrade could occur if Air Canada is able to reduce and sustain
adjusted debt/EBITDA below 3.5x, and EBIT/Interest above 3x.
(Adjusted debt/EBITDA was 3.8x and EBIT/Interest was 2.8x LTM Mar
2017). Downward rating pressure could occur if Air Canada's
adjusted Debt/EBITDA moves towards 4.5x and EBIT/Interest towards
2x. Deterioration in liquidity could also cause a downgrade.

The principal methodology used in rating Air Canada was Global
Passenger Airlines published in May 2012. The principal methodology
used in rating Air Canada 2013-1 Pass Through Trusts and Air Canada
Series 2015-2 Pass Through Trusts was Enhanced Equipment Trust and
Equipment Trust Certificates published in December 2015.

Air Canada is the largest provider of scheduled airline passenger
services within, and to and from Canada. Revenue in 2016 was C$14.7
billion. The company is headquartered in Saint-Laurent, Quebec,
Canada.


ALLIANCE LAUNDRY: S&P Withdraws 'B' CCR at Company's Request
------------------------------------------------------------
S&P Global Ratings withdrew its 'B' corporate credit rating on
Ripon, Wisc.-based Alliance Laundry Systems LLC.  S&P has withdrawn
all ratings at the company's request.  At the time of withdrawal,
the outlook is stable.


AMERIGAS PARTNERS: Fitch Affirms 'BB' Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has affirmed the 'BB' long-term Issuer Default Rating
(IDR) and the 'BB/RR3' senior unsecured debt rating of AmeriGas
Partners, LP (APU) and its fully guaranteed financing co-borrower,
AmeriGas Finance Corp. The Rating Outlook is Stable.

APU's ratings reflect the underlying strength and size of its
retail propane distribution network, broad geographic reach,
adequate credit metrics, and proven ability to manage unit margins
under various operating conditions. APU's financial performance
remains sensitive to weather conditions and general customer
conservation, and the partnership must continue to manage volatile
supply costs and customer conservation.

Fitch believes APU management has exhibited ability and intent to
maintain a stable balance sheet and consistent credit metrics even
in the face of varying market conditions and growth through
acquisitions. Recent debt refinancing has afforded the partnership
modest interest savings and the extension of maturities. APU has
proven adept at managing operating costs, distribution policies,
and integrating acquisitions. Fitch is concerned with the near-term
impact that consecutive warm winters have had on operating
performance and volumes sold and expects elevated leverage metrics
and challenged distribution coverage for 2017. Fitch recognizes
that management has been proactively managing the costs that it can
control and that closer to normal weather should help profitability
and normalize leverage at or below 4.5x.

KEY RATING DRIVERS

Scale of Business: APU is the largest retail propane distributor in
the country, providing it with significant customer and geographic
diversity. This broad scale and diversity helps to dampen the
weather related volatility of cash flows. APU is the largest retail
propane distributor in the U.S. with an estimated 15% market share
serving approximately 1.9 million customers. AmeriGas has
approximately 1,900 locations in all 50 states. Retail gallon sales
are fairly evenly distributed by geography, limiting the impact
that unseasonably warm weather could have on a regional basis.

High Degree of Seasonality: A high percentage of APU's earnings are
derived in the first two quarters of each fiscal year (September
fiscal year-end). APU's 2016 results were negatively impacted by an
abnormally warm winter season nationally. Additionally, the most
recent 2016/2017 winter was also warmer than normal and has weighed
on propane sales. As such Fitch expects elevated leverage for
fiscal 2017 but expects that to moderate in outer years assuming
closer to normal weather. Management has been proactively and
successfully managing its operating and financing costs which
should help profitability. However, a third straight warmer than
normal winter season could pressure APU's rating or Outlook. The
company's cylinder exchange business affords some seasonal
diversity, and national accounts are a steady year round earnings
provider, but APU's business remains sensitive to weather
fluctuations and highly dependent on the winter heating season.

Customer Conservation/Attrition: Fitch's primary concern about the
retail propane industry continues to be customer conservation and
attrition. Customer conservation and switching to electric heat
reduces propane demand during high usage periods. Recent propane
price declines and expectations for some price stability at or near
current low levels have alleviated some conservation demand
destruction. Electricity remains the largest competing heat source
to propane, but customer migration to natural gas remains a
longer-term competitive factor as natural gas utilities look to
build out systems to serve areas previously only served by propane
and electricity providers.

KEY ASSUMPTIONS

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

-- Retail and wholesale sales for 2017 consistent with 1Q and 2Q
results, with 2018 and 2019 trending slightly higher from an
assumed return to closer to normal heating degree days;

-- Retail and wholesale pricing consistent with current pricing,
prices rising modestly in the outer years (2018-2020);

-- Growth and maintenance capital spending of between $90 million
and $105 million annually.

RATING SENSITIVITIES

Positive: Future developments that may, individually or
collectively, lead to positive rating action include:

-- If leverage (debt/EBITDA) were to improve to between 3.0x to
3.5x on a sustained basis and distribution coverage were expected
to remain 1.1x or above on a sustained basis, Fitch would consider
a positive ratings action.

Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:

-- Leverage above 4.5x times on a sustained basis, with
distribution coverage sustained below 1.0x would likely lead to a
negative rating action.

-- Accelerating deterioration in declining customer, margin and or
volume trends could lead to a negative rating action.

LIQUIDITY

Adequate Liquidity: Liquidity is adequate, and maturities are
manageable. APU's liquidity is supported by a $525 million
revolving credit facility typically used to fund any short-term
borrowing needs. APU's short-term borrowing needs are seasonal and
typically greatest during the fall and winter heating season months
due to the need to fund higher levels of working capital.
Availability under the revolver at March 31, 2017 was $457.8
million. The recent notes offering and debt tender allowed APU to
push any significant maturities out to 2024, alleviating near-term
refinancing risks. Fitch does not expect APU to require any
external financing in the near to intermediate term, and leverage
should remain fairly constant between 4.0x and 4.5x over the next
several years.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings:

AmeriGas Partners, L.P./AmeriGas Finance Corp.
-- Long-term IDR at 'BB';
-- Senior unsecured debt at 'BB/RR3'.

The Rating Outlook is Stable.


AP GAMING: Moody's Rates Proposed $480MM Sr. Sec. Facilities B2
---------------------------------------------------------------
Moody's Investors Service assigned B2 ratings to AP Gaming I, LLC's
proposed $30 million senior secured revolver due 2022 and $450
million senior secured first lien term loan due 2024. Concurrently,
Moody's affirmed AP Gaming's B3 Corporate Family Rating, B3-PD
Probability of Default Rating and SGL-2 Speculative Grade Liquidity
rating. The rating outlook is stable.

Proceeds from the proposed $450 million term loan offering will be
used to repay the company's existing B2-rated $420 million ($410
million currently outstanding amount) first lien term loans due
2020, repay outstanding seller notes totaling $15 million, increase
balance sheet cash by approximately $14 million, as well as pay
related transaction costs.

The affirmation of Corporate Family Rating considers that even as
total funded debt and leverage will increase slightly from current
levels, AP Gaming will benefit from the proposed transaction which
will extend its debt maturity profile and reduce total interest
costs.

The company is currently in discussions to extend the maturity of
its 11.25% Holdco PIK notes. Although not anticipated, in the event
this does not take place, the newly rated senior secured revolver
and term loan will have springing maturity dates 121 days and 91
days, respectively, prior to the current maturity date of the
11.25% Holdco PIK notes due 5/28/2021. Additionally, while the
financial covenant level for the proposed bank facilities has yet
to be finalized, Moody's expects the planned net first lien
leverage ratio covenant will be set with good cushion.

New Ratings Assigned:

$30 million senior secured revolver due 2022, assigned B2 (LGD3)

$450 million senior secured first lien term loan due 2024, assigned
B2 (LGD3)

Ratings affirmed:

Corporate Family Rating, affirmed at B3

Probability of Default Rating, affirmed at B3-PD

Speculative Grade Liquidity Rating, affirmed at SGL-2

Ratings to be withdrawn upon close of the proposed transaction:

$40 million senior secured revolver due 2018 -- B2 (LGD3)

$155 million senior secured term loan due 2020 -- B2 (LGD3)

$265 million senior secured term loan due 2020 -- B2 (LGD3)

RATINGS RATIONALE

AP Gaming's B3 Corporate Family Rating considers the company's high
leverage which Moody's views in the high 6 times adjusted debt to
EBITDA range, with the expectation for the company to delever
towards 6 times. The rating also considers AP Gaming's small size
in terms of revenue and EBITDA, both as an absolute number and as
compared to its peers. The rating is supported by the company's
significant operating margins and recurring revenue profile along
with its growing installed base and earnings. AP Gaming's
geographic and customer concentration profile, while still
elevated, continue to improve as a result of organic growth as well
as several acquisitions, the largest being the acquisition of
Cadillac Jack subsidiary from Amaya Gaming in May 2015.

The B2 rating on the company's $30 million revolver and $450 mil
lion senior secured term loan, one notch above the Corporate Family
Rating, reflects the bank facility's position ahead of the $137
million 11.25% Holdco PIK notes (unrated) issued by AP Gaming
Holdco, Inc.

AP Gaming's Speculative Grade Liquidity rating of SGL-2 indicates
good liquidity. Moody's expects AP Gaming's cash on hand and cash
flow generation will be sufficient over the next 12 months to cover
all debt service and capital expenditure needs. The company has
access to a $30 million revolver which will be undrawn following
the close of the proposed transaction. Moody's also expects the
company will maintain good cushion under its proposed max first
lien net leverage ratio covenant.

The stable rating outlook considers Moody's views that AP Gaming
will use its free cash flow and invest capital in initiatives
designed to grow earnings and expand the company's geographic
footprint as opposed to absolute debt reduction. The stable outlook
also reflects AP Gaming's high level of recurring revenue and
multi-year contracts it has with customers, strong contract
retention rate and good liquidity profile.

A higher rating could result if AP Gaming is able to grow its
earnings and achieve and maintain leverage below 5.5 times
debt/EBITDA while maintaining a good liquidity profile. A higher
rating would also require continued reduction in both geographic
and customer concentration.

Ratings could be downgraded if AP Gaming's earnings or liquidity
profile materially deteriorate for any reason.

AP Gaming is a designer and supplier of casino gaming products. The
company's products are primarily sold into the Class II Native
American market and Class III commercial gaming marketplace. The
company's products include electronic gaming machines, tables
games, as well as interactive social games available on mobile
devices. Revenue reported for the last twelve month period ended
March 31, 2017 was approximately $174 million.

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


ARMOR HOLDCO: Moody's Confirms B3 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service confirmed the Corporate Family Rating of
Armor Holdco, Inc. at B3, upgraded the ratings for Armor's senior
secured first lien bank credit facilities to B1 from B2 and
confirmed the rating for its senior secured second lien term loan
at Caa1. The outlook of the ratings is stable. This concludes
Moody's review initiated on February 23, 2017.

Moody's has taken the following rating actions:

Issuer: Armor Holdco, Inc.

-- Corporate Family Rating, Confirmed at B3

-- Outlook, Changed to Stable from Rating Under Review

Issuer: Armor Holding II LLC

-- Senior Secured First Lien Revolving Credit Facility,
    Upgraded to B1 from B2

-- Senior Secured First Lien Term Loan, Upgraded to B1 from B2

-- Senior Secured Second Lien Term Loan, Confirmed at Caa1

-- Outlook, Changed to Stable from Rating Under Review

RATINGS RATIONALE

Moody's said confirmation of the Corporate Family Rating of Armor
reflects the firm's improved financial performance and leading
market position in the securities transfer and processing industry
in North America. Armor's integration of acquired entities has
resulted in higher EBITDA and in turn in improving Moody's adjusted
leverage and coverage metrics compared to previous years. Moody's
said that Armor should also benefit from recent initiatives with
added focus on expense management and operational efficiency. The
B3 confirmation also reflects Armor's elevated debt and interest
expense levels. The high leverage continues to be a drag on its
profitability with high interest expense resulting in negative
pre-tax earnings. The weak profitability remains a challenge and
could weigh on the ratings if it deteriorates. Some of the other
challenges considered by Moody's include Armor's refinancing
concentration risk emanating from the fact that all of Armor's debt
matures within a one-year span beginning in 2020.

As part of the application of the February 2017 Moody's Securities
Industry Service Providers rating methodology, was the utilization
of Moody's loss given default (LGD) methodology and model. Moody's
said its upgrade to B1 from B2 of Armor Holding II LLC's senior
secured first lien term loan and revolving credit facility is based
on the application of Moody's LGD methodology and model and the
facilities' priority ranking in Armor's capital structure. Moody's
said Armor Holding II LLC's senior secured second lien term loan
was confirmed at Caa1 and remains one notch below the Corporate
Family Rating, reflecting the priority ranking of the senior
secured first lien term loan and first lien revolving credit
facility in the capital structure.

Factors that could lead to an upgrade

-- Improvement in expense control leading to positive pre-tax
    earnings and operating leverage

-- Reduction in Debt/EBITDA ratio to a level below 6x (including
    Moody's standard adjustments)

Factors that could lead to a downgrade

-- Delay in the realization of meaningful cost reduction plans or

    extraction of benefits from recent growth initiatives

-- Aggressive financial policy (dividends, large acquisitions)
    leading to a significant increase in leverage

-- Unexpected deterioration in revenues and cash flow generation
    resulting in weaker leverage and coverage metrics

The principal methodology used in these ratings was Securities
Industry Service Providers published in February 2017.


ARTEL LLC: S&P Affirms Then Withdraws 'CCC+' Corp. Credit Rating
----------------------------------------------------------------
S&P Global Ratings affirmed its 'CCC+' corporate credit rating,
with a stable outlook, on Herndon, Va.-based Artel LLC.

At the same time, S&P affirmed the 'CCC+' issue-level rating on the
company's senior secured term loan A and revolving credit facility
due in 2022.  The '3' recovery rating on the senior secured credit
facility indicates S&P's expectation of meaningful recovery
(50%-70%; rounded estimate: 55%) in the event of default.

Subsequently, S&P withdrew all its ratings on Artel at the issuer's
request.


AZURE MIDSTREAM: Bankruptcy Court Okays Final Liquidation Plan
--------------------------------------------------------------
On May 19, 2017 the United State Bankruptcy Court for the Southern
District of Texas, Houston Division (the "Court") approved Azure
Midstream Partners LP,'s (the "Partnership") Fifth Amended and
Restated Plan of Liquidation (the "Plan") filed with the Court on
May 18, 2017, Case No. 17-30461.  The Plan is expected to become
effective on June 2, 2017.

As previously disclosed, on March 15, 2017 Azure entered into a
purchase and sale agreement with BTA Gathering LLC ("BTA") pursuant
to which Azure sold substantially all of it business and assets to
BTA.  The purchase and sale agreement was approved by the Court by
sale order dated March 15, 2017.  The sale closed on April 28,
2017.

The Plan provides that, upon the effective date of the Plan, all
common units shall be deemed cancelled and an entity formed
pursuant to the Plan (the "Azure Custodian") shall thereafter hold
a single new unit of Azure common units as custodian for the
benefit of the former unitholders, consistent with such
unitholders' former relative priority and economic entitlements.

Under the terms of the Plan, a portion of the allowed, secured
claims arising under the Debtors' prepetition credit agreement (the
"Secured Claims") shall be paid following confirmation of the
Debtors' plan of reorganization.  Thereafter, the Debtors shall pay
all allowed tax claims, administrative expense claims, professional
fees and expenses, general unsecured claims, and any costs
associated with winding down the Debtors' estates.  After such
claims have been paid in full, any remaining cash will be used to
first satisfy the remainder of allowed Secured Claims.  If any cash
remains in the Debtors' estates after satisfying the prepetition
Secured Claims and all other allowed claims, and after liquidating
the all remaining assets of the Debtors' estates, the Plan provides
that Azure Custodian shall receive all such remaining cash, which
will be distributed on a pro rata share to the common unitholders.
As previously disclosed, it is unlikely that any common unitholders
will receive any distributions.

Copies of the Plan and the Court's order confirming the Plan are
available at www.kccllc.net/azuremlp, which is accessible through
the Partnership's website at http://www.azuremidstream.com/.We
urge you to monitor our press releases and these websites for
important information.

                About Azure Midstream Partners

Azure Midstream Partners, LP, is a publicly traded Delaware master
limited partnership that was formed by NuDevco Partners, LLC, and
its affiliates to develop, own, operate and acquire midstream
energy assets.

Azure Midstream and 11 of its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
17-30461) on Jan. 30, 2017. The petitions were signed by I.J.
Berthelot, II, president. The cases are assigned to Judge David R
Jones.

Azure disclosed $375.5 million in assets and $179.4 million in
liabilities as of as of Sept. 30, 2016.

Vinson & Elkins LLP is serving as corporate counsel to the Debtors;
Evercore Group LLC is serving as financial advisor; Alvarez &
Marsal North America LLC is serving as restructuring advisor; and
Kurtzman Carson Consultants LLC is serving as claims, noticing &
balloting agent.

Brown Rudnick LLP is serving as counsel to the Official Equity
Committee.


B&B BACHRACH: Concorde, Maklihon Appointed to Committee
-------------------------------------------------------
The Office of the U.S. Trustee on May 22 appointed two more
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 case of B&B Bachrach, LLC.

The unsecured creditors are:

     (1) Concorde Apparel Company LLC
         c/o James Alerin, Managing Member
         300 Brooke Street
         Scranton, PA 18505
         Tel: (570) 346-1700
         Fax: (570) 343-6565
         Email: rdaniels@astroapparel.com

     (2) Maklihon MFG Corp.
         c/o Pauline Mak, Vice-President
         545 Eight Avenue 3rd Floor
         New York, NY 10018
         Tel: (212) 819-1123
         Fax: (212) 819-1990
         Email: Maklihon@aol.com

The bankruptcy watchdog had earlier appointed Simon Property Group,
Pacific Silk and Washington Prime Group, Inc., court filings show.

                  About B&B Bachrach, LLC

Founded in 1877, the Bachrach was founded by Henry Bachrach, who
opened a single store in Decatur, Illinois called "Cheap Charley"
to serve the growing population of professional gentlemen who were
settling in and developing the Midwest at the time.  In 1910, the
name of the Company was changed to Bachrach when the word "cheap"
began to take on connotations beyond merely a bargain.

Over the next century Bachrach evolved as a purveyor of fine men's
clothing, becoming a brand widely recognizable across not only the
Midwest, but throughout the United States.  Bachrach promotes its
brand as a menswear experience based upon a European fashion
aesthetic, superior customer service and an emphasis on lasting
customer relationships.  For more information about the Company,
please visit its website at bachrach.com

B&B Bachrach, LLC dba Bachrach filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 17-15292), on April 28, 2017, disclosing assets
and liabilities ranging from $10 million to $50 million. The
petition was signed by by Brian Lipman, managing member. The case
is assigned to Judge Neil W. Bason.

The Debtor is represented by Brian L Davidoff, Esq., at Greenberg
Glusker Fields Claman Machtinger LLP.  Solid Asset Solutions LP,
serves as the Debtor's liquidation consultant while Robert
Greenspan of Greenspan Consult, Inc., serves as its financial
advisor.

On May 18, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.


BCBG MAX: Exclusive Plan Filing Period Extended to October 11
-------------------------------------------------------------
Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York extended the period during which only
BCBG Max Azria Global Holdings, LLC and its affiliated Debtors may
file a Chapter 11 plan through and including October 11, 2017, as
well as the period during which only the Debtors may solicit
acceptances of a filed plan through and including December 11,
2017.

The Troubled Company Reporter earlier reported that the Debtors
sought exclusivity extension, saying they need the necessary time
to maintain focus on completing their restructuring initiatives.
The requested extension will also allow the restructuring process
to continue unhindered by competing plans, while these cases are
administered as efficiently as possible for the benefit of the
Debtors' stakeholders and other parties in interest.  

The Debtors also noted that their Chapter 11 cases are large and
complex, which involve five Debtor entities, with thousands of
employees and approximately $460 million in funded debt.  Since
commencing the cases, the Debtors had undertaken significant
operational initiatives to right-size the business, including
reducing headcount and closing 120 stores, which demanded
substantial attention from the Debtors' management and advisors.

Since filing their bankruptcy petitions, the Debtors had engaged
with their stakeholders and their advisors, including the
Committee, in an effort to reach consensus on the terms of the
Debtors' restructuring and ultimate emergence from bankruptcy.
Over this time, the Debtors had already made significant progress
in Reorganizing their business through various operational
initiatives. The Debtors had satisfied all key milestones to date,
including the negotiation and implementation of the DIP facilities,
the completion and filing of their schedules and statements, and
the extensive marketing of their business.  

Moreover, throughout these Chapter 11 cases, the Debtors had
ongoing and transparent communications with their major creditor
groups, and they had demonstrated reasonable prospects for filing a
viable plan.  In fact, the Debtors already filed a plan of
reorganization and disclosure statement, and a hearing to consider
approval of the disclosure statement has been scheduled for May 30,
2017.

The Debtors assured the Court that they were not seeking an
extension of the Exclusivity Periods to pressure or prejudice any
of their stakeholders. The Committee had not objected to the
Debtors' proposed extension of the Exclusivity Periods.  

                   About BCBG Max Azria Group

BCBG Max Azria Group started with a single idea -- to create a
beautiful dress.  Founded in 1989, BCBG was named for the French
phrase "bon chic, bon genre," a Parisian slang meaning "good style,
good attitude."  The brand embodies a true combination of European
sophistication and American spirit.  The BCBG Max Azria label is
sold online, in freestanding boutiques and partner shops at top
department stores across the globe.

BCBG Max Aria and its affiliates filed for bankruptcy (Bankr.
S.D.N.Y., Case No. 17-10466) on Feb. 28, 2017.  The Debtors have
estimated assets of $100 million to $500 million and estimated
liabilities of $500 million to $1 billion.

Kirkland & Ellis LLP and Kirkland & Ellis International LLP
represent the Debtors as bankruptcy counsel. The Debtors hired
Jefferies LLC as investment banker; AlixPartners LLP as
restructuring advisor; A&G Realty Partners LLC as real estate
advisor; and Donlin Recano & Company LLC as claims and noticing
agent, and administrative advisor.

On March 9, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.

On March 1, 2017, the Debtors filed a joint Chapter 11 plan of
reorganization.


BECTON DICKINSON: Moody's Rates New $2.25BB Unsecured Loan 'Ba1'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to most of the
tranches associated with Becton, Dickinson and Company's (Becton's)
new senior unsecured note offering. At the same time, Moody's
assigned a Ba1 to Becton's new $2.25 billion senior unsecured Term
Loan. The rating outlook is stable (m). The Ba1 ratings are being
assigned to debt that will partially fund the acquisition of C.R.
Bard, Inc. (Baa1 ratings under review for downgrade). Management
expects Becton's acquisition of Bard to close in the fall of 2017.
At the same time, Moody's assigned a Baa2 to the new notes maturing
in 2019 and placed this rating on review for downgrade. Proceeds
from this tranche will be used to refinance Becton's existing $1
billion in 2017 notes and are not contingent upon the close of the
Bard deal. There is no change to Becton's current ratings,
including the Ba1 rating and stable (m) outlook recently assigned
to its senior unsecured notes that were offered in exchange for
C.R. Bard's debt. Becton's existing Baa2 senior unsecured and
issuer ratings and Prime 2 short-term rating remain under review
for downgrade.

Ratings assigned to Becton, Dickinson and Company:

Ba1 new senior unsecured notes, with 2020, 2022, 2024, 2027 and
2047 maturities

Ba1 senior unsecured Term Loan

Baa2 new senior unsecured notes, with 2019 maturity (on review for
downgrade)

RATINGS RATIONALE

Moody's anticipates that it will downgrade Becton's new 2019 notes
and its existing senior unsecured ratings by two notches to Ba1
with a stable outlook and its short-term rating to Not Prime if the
transaction closes as currently proposed. Several issues contribute
to Moody's view that Becton's ratings will not likely be investment
grade. These include: (1) the magnitude of this deal, so soon after
it acquired CareFusion; (2) very high pro-forma leverage with
debt/EBITDA of over 5.0 times (excluding synergies); and (3)
Moody's view that Becton will have limited flexibility to deviate
from its deleveraging plan and that deleveraging to
investment-grade levels will take longer than the rating agency
feels is acceptable.

Moody's review will focus on Becton's final financing plans, the
likely timeframe for achieving synergies, and its plans for
deleveraging. Moody's will also evaluate the underlying operating
trends for both companies, and management's commitment to refrain
from share repurchases and acquisitions in order to focus on debt
repayment.

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

Becton, Dickinson and Company (Becton), headquartered in Franklin
Lakes, New Jersey, is a medical technology company that
manufactures a broad array of medical products, laboratory
equipment and diagnostic products.


BOISE COUNTY SD 73: Moody's Ups GO Bonds Rating From Ba2
--------------------------------------------------------
Moody's Investors Service has upgraded the rating on Boise County
School District No. 73 (Horseshoe Bend), Idaho's general obligation
bonds to Baa3 from Ba2. The rating action affects $1.1 million in
debt outstanding. The outlook on the rating is stable. Moody's also
maintains a Aaa enhanced rating on the district's rated debt
outstanding.

The upgrade to Baa3 reflects the district's improving reserve and
cash position, particularly in the General Fund, and the district's
end of internal borrowing from the debt service fund. The rating
also considers the district's declining enrollment, the previous
history of negative fund balance and cash in the General Fund, a
very small tax base, low wealth levels, a low debt burden, and a
manageable pension burden.

The Aaa enhancement rating reflects the guaranty of the Idaho
School Bond Credit Enhancement Program, which pledges the State of
Idaho's (Aa1 issuer rating with stable outlook) sales tax revenues
for debt service when due on qualified school districts'
voter-approved general obligation bonds. The Credit Enhancement
Program also has an additional source of liquidity to pay debt
service on bonds, provided by the Idaho Public School Endowment
Fund. The program rating reflects the markedly strong layers of
protections for bondholders, the solid mechanics of the program,
the state's strong credit profile, and ample sales tax revenue
coverage for guaranteed debt service payments. The enhancement
rating also incorporates the PSEF's satisfactory investment policy
and portfolio, available liquidity, and strong limits on the
endowment funds. For more detailed information on the credit
enhancement program, please refer to Moody's credit opinion on the
program dated April 15, 2016.

Rating Outlook

The stable outlook reflects Moody's expectations that fiscal 2017
will end with at least stable reserves despite declining
enrollment, and that reserves will remain at satisfactory levels in
fiscal 2018. The outlook also incorporates Moody's views that
financial operations will benefit from controlled expenditure
growth combined with an improving per-pupil funding environment
that should partially offset the long-term trend of declining
enrollment.

Factors that Could Lead to an Upgrade

Continued improvement in reserves and liquidityA sustained trend of
taxable value growthReversal of the declining enrollment trend

Factors that Could Lead to a Downgrade

Weakening of the district's financial positionContinued trend of
declining enrollment not met by expenditure reductionsProlonged
contraction in the tax base

Legal Security

The bonds are secured by the district's full faith, credit and
unlimited property tax pledge.

Use of Proceeds

Not appliable.

Obligor Profile

Located in Boise County, approximately 25 miles north of the City
of Boise (Aa1 Issuer Rating), the district encompasses a very rural
1,900 square miles and provides K-12 education to approximately 240
students in the City of Horseshoe Bend (not rated) and
unincorporated portions of Boise County (not rated). The district
operatings one elementary school and one middle/high school and
serves approximately 220 students.

Methodology

The principal methodology used in this rating was US Local
Government General Obligation Debt published in December 2016.


BOYSON INC: Intends to File Chapter 11 Plan by November 22
----------------------------------------------------------
Boyson, Inc. requests the U.S. Bankruptcy Court for the District of
the Virgin Islands for an extension of the exclusive periods within
which it may file and solicit acceptances of a Chapter 11 plan
through and including November 22, 2017, and January 21, 2018,
respectively.

Absent the requested exclusivity extension, the Debtor's exclusive
period to file a plan would expire on May 26, 2017.

The Debtor contends that it is actively engage in discussions with
potential financing sources which will ultimately determine whether
it will continue operating the business or pursue a possible sale
of the business as a going-concern. The Debtor further contends
that the outcome of these discussions will impact the structure and
terms of any plan of reorganization that may be proposed by the
Debtor. Accordingly, the Debtor needs more time to determine the
best course of action to propose a Chapter 11 plan.

                        About Boyson Inc.

Boyson, Inc. is a family-owned business located in the U.S. Virgin
Islands that was formed in 1973.  For many decades, the Debtor has,
among other things, provided ferry and other transportation
services within and between the U.S. Virgin Islands, the British
Virgin Islands and Puerto Rico.

Boyson, Inc. filed a Chapter 11 petition (Bankr. D.V.I. Case No.
17-30001), on January 25, 2017. The petition was signed by Cheryl
Boynes-Jackson, vice president.  At the time of filing, the Debtor
estimated assets at $10 million to $50 million and liabilities at
$1 million to $10 million.

Scroggings & Williamson, P.C. serves as the Debtor's general
counsel, and Claire E. Tagini, Esq. at Quintairos, Prieto, Wood &
Boyer, P.A. as its local counsel.

No trustee, examiner or official committee of unsecured creditors
has been appointed.


CALLON PETROLEUM: Addt'l Notes Issue No Impact Moody's B2 CFR
-------------------------------------------------------------
Moody's Investors Servicesaid that Callon Petroleum Company's
(Callon) proposed $150 million 6.125% senior unsecured notes due
2024 (Additional Notes) will not impact the company's credit
ratings or stable outlook. The Additional notes are being offered
as a tack-on to Callon's existing $400 million 6.125% senior
unsecured notes due 2024 (Existing Notes) that were issued in
September 2016. The Additional Notes will be issued under the same
indenture as the Existing Notes, will be treated as a single class
of debt securities with the Existing Notes and will have identical
terms, other than the issue date. The company intends to use
proceeds for general corporate purposes including several small
tack-on acquisitions and funding the ramp in drilling activity.

RATINGS RATIONALE

Callon's B2 CFR reflects the limited scale of its upstream
operations, its Permian focus, and the company's high level of
capital spending that will produce negative free cash flow through
2018. The rating also reflects Moody's expectation that the
majority of the company's organic growth through 2018 will be
partially debt-financed via bond issuances or draws on its
revolving credit facility. The B2 rating is supported by the
company's growing Permian Basin focused and low cost E&P
operations, oil-weighted production platform (~80% of reserves),
and the company's high degree of operational control (substantially
all of its acreage). The rating also reflects management's track
record of having raised $1.5 billion in equity to fund $1.6 billion
of acquisitions since 2015. Moody's believes that Callon's high
quality asset base, horizontal drilling experience and capital
efficient growth should allow the company to remain competitive
versus larger Permian peers.

In accordance with Moody's Loss Given Default (LGD) methodology,
Callon's senior unsecured notes are rated B3, one notch below the
B2 CFR because of the size and priority ranking of the company's
secured revolver relative to the amount of Existing Notes
outstanding and Additional Notes being offered.

Callon's speculative grade liquidity rating of SGL-2 reflects good
liquidity through 2018. The total notional amount under the
company's revolving credit facility maturing in March 2019 is $500
million but its borrowing base is $385 million as of March 31,
2017. The company had no borrowings under this facility as of
recent quarter end. The revolving credit facility is governed by
two financial covenants: a current ratio (1.0x) and a leverage
ratio (debt/EBITDAX of 4.0x), both of which should be complied with
through 2018.

The stable outlook reflects Callon's growing, low cost production.
Callon's ratings could be upgraded if it can increase production
above 30,000 boe per day while maintaining retained cash flow to
debt above 30%. A downgrade would be considered if Callon's
retained cash flow to debt falls below 10% or if production falls
from current levels. Accelerated capital spending leading to weaker
liquidity could also prompt a downgrade as could the use of debt to
fund material acquisitions.

The principal methodology used in this rating/analysis was
Independent Exploration and Production Industry published in May
2017.

Callon Petroleum Company is a Natchez, MS-based exploration and
production company with a primary focus in the Permian Basin in
West Texas. The company was founded in 1950, but entered the
Permian Basin in 2009, and became a pure-play Permian operator in
Q4 2013 after divesting the remainder of its offshore Gulf of
Mexico properties. Daily production in the first quarter of 2017
was approximately 19 mboe/d and its current surface acreage
position in the Permian is approximately 60,000 acres. Proved
reserves were 92 MMboe as of year-end 2016.


CALPINE CORP: Fitch Affirms 'B+' Long-Term IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed Calpine Corp.'s Long-Term Issuer Default
Rating (IDR) at 'B+'. The Rating Outlook is Stable. Fitch has
affirmed Calpine's first lien senior secured debt at 'BB+' with a
Recovery Rating (RR) of 'RR1' (implying 91% - 100% recovery). The
first lien senior secured debt includes first lien term loans,
first lien senior secured notes and the revolving credit facility,
all of which are pari passu. Fitch has also affirmed Calpine's
senior unsecured debt at 'BB-/RR3'. The 'RR3' rating implies a 51%
- 70% recovery. In addition, Fitch has affirmed Calpine
Construction Finance Company, L.P.'s (CCFC) Long-Term IDR at 'B+'
and senior secured debt rating at 'BB+/RR1'. The Outlook is
Stable.

The affirmation and Stable Outlook reflects management's commitment
to reduce debt by $2.7 billion over 2017-2019, which should bring
net debt/EBITDA closer to management's stated 4.5x target. Fitch
believes the debt reduction target is achievable given the free
cash flow (FCF) profile and committed asset sale. Calpine's rating
and Stable Outlook considers the current stand-alone profile of the
company. Media reports that Calpine is exploring strategic options,
which may include a sale of the company, fuel uncertainty regarding
the kinds of transaction that Calpine will pursue, if at all, and
the impact these would have on the company's $2.7 billion debt pay
down plan. Any change in Calpine's ownership or strategic direction
is not contemplated in rating actions.

The affirmation also reflects Fitch's view that Calpine can
continue to generate stable levels of EBITDA over Fitch forecasts
period despite the headwinds it faces in all the competitive
markets it operates in. Fitch expects Calpine to generate 2017
adjusted EBITDA within its stated guidance range of $1.8
billion-$1.95 billion. Beyond 2017, Fitch expects adjusted EBITDA
to modestly increase reflecting hedges in place, contribution from
the York 2 project currently under construction and Fitch's
expectations of marginal improvement in natural gas prices. Fitch's
EBITDA forecasts incorporate natural gas price assumption of
$2.75/$3.00/$3.00 per Mcf in 2017/2018/2019, respectively. Fitch
views favourably Calpine's forward integration into retail
electricity business since it offers an effective sales channel and
a partial hedge for its wholesale generation. Retail margins in the
commercial and industrial segment have generally remained
range-bound during commodity cycles and residential retail margins
are usually counter-cyclical given the length and stickiness of the
customer contracts. In 2017, retail load is expected to comprise
approximately 70% of Calpine's wholesale generation.

KEY RATING DRIVERS

Favorable Generation Mix

Fitch views Calpine's portfolio mix as relatively strong compared
with other merchant generators. The combination of efficient
natural-gas fired combined cycle plants and Geysers (geothermal)
assets make Calpine's fleet cleaner than its peers. As a result,
Calpine is comparatively much less vulnerable to both existing and
potential stringent environment regulations addressing greenhouse
gas emissions, other pollutants as well as water use. Given the
relative efficiency of Calpine's fleet compared to the market, low
natural gas prices can boost the run times for its predominantly
natural gas-fired generation fleet, thus, offsetting the
compression in generation margins to a large extent. This level of
adjusted EBITDA stability is quite unique among merchant generation
companies. In addition, given the continued penetration of
intermittent renewable generation, Calpine's modern and flexible
fleet is well suited to provide grid reliability services.

Headwinds to Margin Growth

The structural changes in competitive markets brought on by the
onslaught of renewables and the growth in supply of efficient
natural gas-fired plants due to extremely low natural gas prices
are weighing on spark spreads. In addition, state intervention to
save struggling nuclear plants via subsidies has a potential to
skew market price setting mechanisms. Each of the competitive
markets that Calpine operates in i.e. California, Texas and the
Northeast is facing its unique set of issues that has the potential
to dampen the generation margins for Calpine's fleet. Fitch expects
these pressures to intensify and uncertainty to prevail until
market constructs are modified to enable fair price discovery.

Measured Approach to Growth

Calpine has been an active and opportunistic buyer and seller of
generation assets, monetizing non-core assets and increasing scale
in core regions. Fitch views Calpine's recent acquisitions of
retail electricity service providers as a constructive development.
Counter to the wholesale generation business, retail business can
aid stability to overall cash flows and at the same time provide
for more efficient hedging, particularly during a decline in
commodity prices. Fitch expects management to continue to be
disciplined in managing its generation and retail portfolio. Fitch
expects Calpine to generate approximately $500 million of FCF in
2017; annual FCF could increase to more than $800 million by 2019.
These FCF estimates incorporate both maintenance and growth capex
based on announced new project. Fitch expects the FCF to be
directed toward management's $2.7 billion debt reduction plan and,
as a result, Fitch has not assumed any further acquisitions or
organic growth in Fitch financial forecasts.

Improvement in Credit Metrics

Fitch expects adjusted debt to operating EBITDAR ratio to be 6.2x
in 2017 and improve to 5.2x in 2019, aided by management's $2.7
billion debt reduction plan, EBITDA contribution from the newly
acquired retail platforms and York 2 generation project coming on
line. Funds from operations (FFO) adjusted leverage is expected to
improve to 6.3x in 2017 compared to last year's 6.8x, and continue
to improve to 5.3x in 2019. Coverage ratios have deteriorated
somewhat with the increase in debt to finance retail platform
acquisition, but are likely to improve gradually to 3.0x.

Rating Linkages

There are strong contractual, operational and management ties
between Calpine and CCFC. CCFC sells a majority of its power plant
output under a long-term tolling arrangement with Calpine's wholly
owned marketing subsidiary. CCFC is also a party to a master
operation and maintenance agreement and a master maintenance
services agreement with another wholly owned Calpine subsidiary.
For these reasons, in accordance with its Parent and Subsidiary
Rating Linkage Criteria, Fitch assigns the same IDR to CCFC as the
parent even though its standalone credit profile is modestly
stronger.

RECOVERY ANALYSIS

The individual security ratings at Calpine are notched above or
below the IDR, as a result of the relative recovery prospects in a
hypothetical default scenario. Fitch values the power generation
assets that guarantee the parent debt using a net present value
(NPV) analysis. A similar NPV analysis is used to value the
generation assets that reside in non-guarantor subs and the excess
equity value is added to the parent recovery prospects. The
generation asset NPVs vary significantly based on future gas price
assumptions and other variables, such as the discount rate and heat
rate forecasts in California, ERCOT and the Northeast. For the NPV
of generation assets used in Fitch's recovery analysis, Fitch uses
the plant valuation provided by its third-party power market
consultant, Wood Mackenzie as well as Fitch's own gas price deck
and other assumptions. The NPV analysis for Calpine's generation
portfolio yields approximately $915/kw for the geothermal assets
and an average of $475/kw for the natural gas generation assets.

KEY ASSUMPTIONS

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

-- Natural gas prices of $2.75/$3.00/$3.00/$3.25 per MMBtu for
    2017/18/2019/2020, respectively;
-- Expected generation hedged per management estimates of 87%,
    41% and 24% for 2017, 2018 and 2019, respectively;
-- Hedged margin of $19/$25/$33 per MWh per management
    assumptions. Fitch assumed 24% hedged position for 2020
    @$33/MWH;
-- Capex of approximately $650 million in 2017, declining to $400

    million - $450 million annually after the York plant
    construction is complete;
-- Debt repayment of $2.7 billion during 2017-2019;
-- O&M expense escalating approximately 3% per annum;
-- No additional growth projects except those already announced.

RATING SENSITIVITIES

Positive: Positive rating actions for Calpine and CCFC appear
unlikely unless there is material and sustainable improvement in
Calpine's credit metrics compared with Fitch's current
expectations. Management's net leverage target of 4.5x effectively
caps Calpine's IDR at the 'B+' category.

Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:

-- Weaker power demand and/or higher-than-expected power supply
depressing wholesale power prices in its core regions;

-- Unfavorable changes in regulatory construct/rules in the
markets that Calpine operates in;

-- An aggressive growth strategy that diverts a significant
proportion of growth capex toward merchant assets and/or an
inability to renew expiring long-term contracts;

-- Inability to bring its FFO adjusted leverage to below 7.0x, and
total adjusted debt/EBITDAR below 6.0x; and

-- Any incremental leverage and/or deterioration in NPV of the
generation portfolio will lead to downward rating pressure on the
unsecured debt.

LIQUIDITY

Calpine's liquidity position is adequate. Calpine recently amended
its corporate revolving facility, increasing the capacity to $1.79
billion for the full term through June 27, 2020. As of March 31,
2017, Calpine had approximately $243 million of cash and cash
equivalents (excluding restricted cash) at the corporate level and
approximately $1.3 billion of availability under the corporate
revolver.

FULL LIST OF RATING ACTIONS

Fitch affirms the following ratings with a Stable Outlook:

Calpine Corp.
-- IDR at 'B+';
-- First lien term loans at 'BB+/RR1';
-- First lien senior secured notes at 'BB+/RR1';
-- Revolving credit facility at 'BB+/RR1';
-- Senior unsecured notes at 'BB-/RR3'.

Calpine Construction Finance Company, L.P.
-- IDR at 'B+';
-- First lien term loans at 'BB+/RR1'.


CANTOR COMMERCIAL: S&P Affirms Then Withdraws 'BB-' ICR
-------------------------------------------------------
S&P Global Ratings said it affirmed and withdrew its 'BB-' issuer
credit rating on Cantor Commercial Real Estate Co. L.P.

CCRE has requested the withdrawal of its issuer credit rating after
it earlier repaid its outstanding rated debt.

"We are affirming and withdrawing our issuer credit rating on CCRE
at the issuer's request," said S&P Global Ratings credit analyst
Robert Hoban.

The affirmation reflects CCRE's concentration in commercial real
estate lending and dependence on repurchase agreement funding,
which is partially offset by its low leverage and the strategic,
operational, and distribution support it receives from its general
partner Cantor Fitzgerald L.P.


CHESAPEAKE ENERGY: Moody's Rates Proposed $750MM Sr. Notes Caa2
---------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Chesapeake
Energy Corporation's (CHK) proposed $750 million senior unsecured
notes due 2027 and at the same time upgraded CHK's senior unsecured
rating to Caa2 from Caa3. CHK's other ratings were affirmed. The
outlook remains positive. Pursuant to a simultaneously announced
tender offer, proceeds from the proposed notes will be used
primarily to tender for the company's second lien notes due 2022
and up to $200 million of unsecured note issues due in 2020 and
2021, with priority given to the second lien notes.

The upgrade of the unsecured rating reflects the prospective
reduction in secured debt resulting from the tender and the
resulting improvement in recovery prospects for CHK's unsecured
debt, consistent with Moody's Loss Given Default Methodology.

Issuer: Chesapeake Energy Corporation

Ratings Assigned:

-- Senior Unsecured Notes due 2027, rated Caa2 (LGD5)

Rating Actions:

-- Senior Unsecured Rating, upgraded to Caa2 (LGD5) from Caa3
    (LGD5)

-- Probability of Default Rating, affirmed Caa1-PD

-- Corporate Family Rating, affirmed Caa1

-- Senior Secured Bank Credit Facility, affirmed B3 (LGD3)

-- Senior Secured Second Lien Rating, affirmed to Caa1 (LGD4)

-- Speculative Grade Liquidity Rating, affirmed SGL-3

Outlook Actions:

-- Outlook remains Positive

RATINGS RATIONALE

The Caa2 ratings on Chesapeake's proposed notes and existing
unsecured debt reflect their inferior ranking in the company's
capital structure relative to the company's secured debt. CHK's
debt is comprised of a secured revolving credit facility, a secured
first-lien, last-out term loan, secured second lien notes and
unsecured notes. The proposed notes, as well as Chesapeake's
existing unsecured notes, benefit from upstream guarantees from
operating subsidiaries; however, given the significant amount of
secured debt ahead of the unsecured notes in liquidation priority,
the unsecured notes are rated one notch below the Caa1 CFR.

CHK's Caa1 CFR incorporates its improving but modest cash flow
generation at Moody's commodity price estimates relative to the
company's high debt levels. Manageable debt maturities through 2019
and reduced near-term default risk have positioned the company to
be able to increase spending, which should allow for production and
cash flow growth in the second half of 2017 and beyond. Even with
the increase in natural gas prices in 2017 over 2016, the company
is challenged to generate adequate returns on capital investment
and sufficient cash flow to fund sustaining levels of capital
investment; cash flow neutrality is unlikely to occur before the
end of 2018. The rating benefits from Chesapeake's dominant
positions in several major North American basins, given the
operating and financial flexibility these assets provide.

CHK's SGL-3 rating is based on Moody's expectation that the company
will maintain adequate liquidity through mid-2018, primarily owing
to its committed revolving credit facility. At March 31, 2017, the
company had more than $3.5 billion of borrowing capacity available
under its revolving credit facility, pro forma for the subsequent
release of a letter of credit related to litigation. The borrowing
base on the credit facility will be redetermined in June 2017 and
is expected to be maintained at $3.8 billion. Although CHK will
outspend cash flow by more than $1 billion in 2017, the revolver
provides ample cushion. As a result of an amendment in 2016 that
provided covenant relief, the facility is subject to an
EBITDA/Interest coverage ratio of 0.7x through the second quarter
of 2017, stepping up to 1.2x for the third quarter and to 1.25x for
the fourth quarter of 2017 and thereafter. This should provide
adequate headroom for covenant compliance through the end of 2017.
CHK has approximately $15 million of debt maturities remaining in
2017, $55 million in 2018 and $380 million in 2019. The revolver
matures in December 2019.

The positive outlook contemplates further deleveraging, likely
through asset sales since the company is not expected to generate
free cash flow in 2017 and that the company will maintain adequate
liquidity. Given large negative free cash flow generation through
at least 2018, the outlook also incorporates the expectation that
Chesapeake will maintain availability under its revolving credit
facility of at least $1.5 billion. If Chesapeake can complete
additional asset sales, further reduce debt and improve its cash
flow such that retained cash flow is sustainable above 10% while
maintaining adequate liquidity, ratings could be upgraded. Ratings
could be downgraded if the company appears unlikely to deliver
expected production growth in 2018 or liquidity weakens
materially.

The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.

Chesapeake Energy Corporation is headquartered in Oklahoma City,
Oklahoma and is one of the largest independent exploration and
production companies in North America.


CHESAPEAKE ENERGY: S&P Rates New $750MM Sr. Unsecured Notes 'CCC'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'CCC' issue-level and '6' recovery
ratings to U.S.–based oil and gas exploration and production
company Chesapeake Energy Corp.'s proposed $750 million senior
unsecured notes due 2027. The '6' recovery rating reflects S&P's
expectation of negligible (0% to 10%; rounded estimate: 0%)
recovery in the event of a payment default.  

At the same time, S&P affirmed the first- and second-lien and
senior unsecured debt ratings at 'B+' and 'CCC', respectively. The
recovery ratings on this debt are unchanged. The affirmation
follows the announcement that Chesapeake will tender for a total of
$750 million of its second-lien notes due 2022 (priority 1), 2020
notes (priority 2), and 2021 notes (priority 3). The 2020 and 2021
notes are each subject to a separate $200 million cap on valid
tenders.


CLAIRE'S STORES: S&P Affirms 'CC' CCR, Outlook Negative
-------------------------------------------------------
S&P Global Ratings affirmed its 'CC' corporate credit rating on
Hoffman Estates, Ill.-based U.S. specialty retailer Claire's Stores
Inc. The outlook is negative.

Claire's was able to extend its maturity profile to early 2019 and
operating trends appears to be improving.

S&P said, "At the same time, we lowered our issue-level rating on
the company's senior secured first-lien debt facilities to 'CC'
from 'CCC-'. The downgrade reflects our alignment of that debt
issue with the current corporate credit rating, since we now
believe a higher rating is not likely given potential for another
restructuring. The recovery rating remains unchanged at '3',
indicating our expectations for meaningful (50% to 70%, rounded
estimate: 50%) recovery in
the event of default.

"We raised our issue-level rating on the company's senior secured
second-lien debt and senior unsecured debt to 'C' from 'D'. The
recovery rating is '6', indicating our expectations for negligible
(0%-10%; rounded estimate: 0%) recovery for lenders in the event of
a default."

"We believe Claire's will eventually need to complete further
distressed transactions such as exchanging debt at subpar levels,
which we would view as tantamount to default.  We note that various
tranches of debt at Claire's continue to trade at a steep discount
to par," said credit analyst Samantha Stone. "We raised the issue
level rating on the senior secured second-lien debt and senior
unsecured debt to 'C' from 'D' because the company has not
announced any sub-par market exchanges for these debt facilities,
although we expect eventually the debt will not be paid in full and
on-time."

The negative outlook reflects the company's cash flow shortfall and
S&P's view the company will need to address the capital structure
ahead of 2019 maturities.

"We would lower our ratings if the company defaults by filing
bankruptcy, missing interest, or principal payments or if it
completes further debt exchange transactions," S&P said.

A positive rating action is unlikely in the near term and would be
predicated on a substantial improvement in operating performance,
such that the company generates substantial positive free operating
cash flow, has sufficient liquidity to meet debt obligations and
operating needs, and is able to maintain adequate covenant
compliance. S&P does not expect this scenario over the
next 12 months.


COEUR MINING: Moody's Hikes CFR to B1; Outlook Stable
-----------------------------------------------------
Moody's Investors Service upgraded the ratings of Coeur Mining,
Inc. (Coeur), including the corporate family rating (CFR) to B1
from B2 and probability of default rating (PDR) to B1-PD from
B2-PD. At the same time, Moody's assigned a B1(LGD4) rating to the
company's proposed new senior unsecured notes due 2024. The
proceeds of the issuance are expected to repay all of the remaining
existing senior notes due 2021. Upon redemption, Moody's will
withdraw the ratings on the 2021 notes. The Speculative Grade
Liquidity rating is affirmed at SGL-2. The outlook is stable.

RATINGS RATIONALE

The upgrade reflects the company's continued deleveraging, combined
with improved industry fundamentals. As of March 31, 2017, the
company had $178.0 million aggregate principal amount of senior
unsecured notes outstanding, which reflects the 2016 redemption of
$190 million of senior unsecured notes with the proceeds of the
at-the-market ("ATM") common equity offering program. Pro-forma for
the proposed transaction, the company will have roughly $250
million in debt.

The ratings continue to reflect the continued improvement in the
company's earnings and cash flows, following improved pricing
environment, successful cost reduction efforts, integration of the
Wharf mine acquired in February 2015, and transition to the
renegotiated Franco-Nevada agreement related to gold production
from Palmarejo. The ratings also recognize improved operational and
geographic diversity, with three key mines contributing roughly a
quarter each to total revenues, and 60% of revenue generated in the
United States. Moody's also anticipates modest growth in earnings
going forward, as the company's mine plan calls for continued
development of the higher grade deposits at Palmarejo.

Coeur's B1 corporate family rating continues to reflect its modest
size and cost structure, limited operational diversity, and
exposure to geopolitical risk in Bolivia (even though Moody's
expects proportionate cash flow contribution from Bolivia to
continue to decline).

The B1 rating on senior unsecured debt, in line with CFR, reflects
the preponderance of unsecured debt in the capital structure.

The Speculative Grade Liquidity of SGL-2 reflects Moody's
expectations that the company will maintain good liquidity over the
next twelve months, predominantly supported by the cash cushion of
$210 million at March 31, 2017.

The stable outlook reflects Moody's expectations that the company
will maintain stable or improving credit metrics over the next
twelve to eighteen months.

A positive rating action would be considered if Debt/ EBITDA, as
adjusted, were expected to be maintained below 2x, and if
operational diversity and cost position were to improve.

Ratings could be downgraded if liquidity were to deteriorate and/or
Debt/ EBITDA, as adjusted, was sustained above 3x.

The principal methodology used in these ratings was Global Mining
Industry published in August 2014.

Coeur Mining, Inc. (Coeur) is a mid-tier silver and gold producer
whose producing properties include the Kensington gold mine in
Alaska, Rochester silver and gold mine in Nevada, Palmarejo silver
and gold mine in Mexico, the San Bartolomé silver mine in Bolivia,
and the Wharf gold mine in South Dakota. The company also has
additional assets in Mexico, Argentina and Australia. The company
generated $723.5 million of revenue in the last twelve months
ending March 31, 2017.


COMPREHENSIVE PHYSICIANS: Plan Confirmation Hearing on June 20
--------------------------------------------------------------
The Hon. Catherine Peek McEwen of the U.S. Bankruptcy Court for the
Middle District of Florida has conditionally approved Comprehensive
Physician Services, Inc.'s amended disclosure statement referring
to the Debtor's amended joint plan of reorganization.

The Court will conduct a hearing on confirmation of the Amended
Joint Plan, including timely filed objections to confirmation,
objections to the Disclosure Statement, motions for cramdown,
applications for compensation, and motions for allowance of
administrative claims on June 20, 2017, at 9:30 a.m.

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

Parties-in-interest must submit to the Clerk's office their written
ballot accepting or rejecting the Plan no later than eight days
before the date of the Confirmation Hearing.

All creditors and parties in interest that assert a claim against
the Debtor which arose after the filing of this case, including all
professionals seeking compensation from the estate of the Debtor
pursuant to Section 330 of the U.S. Bankruptcy Code, must file
motions or applications for the allowance of such claims with the
Court no later than 15 days after the entry of the May 17, 2017
court order.

             About Comprehensive Physicians Services

Based in Riverview, Florida, Comprehensive Physician Services,
Inc., is a multi-disciplinary practice that specializes in the care
of injury victims.  

Comprehensive Physician Services filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 16-09905) on Nov. 18, 2016.
The petition was signed by Paul K. Christian, president.  

Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Postler,
P.A., serves as the Debtor's bankruptcy counsel.  Judge Catherine
Peek McEwen presides over the case, which is jointly administered
with Mr. Christian's Chapter 11 case (Bankr. M.D. Fla. Case No.
16-09907) filed on Nov. 18, 2016.

The Debtor estimated assets and liabilities between $500,001 and $1
million.    

No official committee of unsecured creditors is appointed in the
case.


CONVERGEONE HOLDINGS: Moody's Hikes CFR to B2; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service upgraded ConvergeOne Holdings Corp.'s
Corporate Family Rating ("CFR") to B2 from B3 and upgraded the
company's Probability of Default Rating ("PDR") to B2-PD from
B3-PD. Concurrently, Moody's assigned a B2 rating to the company's
proposed first lien term loan. The rating action follows
ConvergeOne's announcement of plans to refinance its existing debt
structure and the upgrade is principally driven by continued
improvement in the company's operating performance and Moody's
expectation for reductions in debt leverage.

Moody's upgraded the following ratings:

Corporate Family Rating, Upgraded to B2 from B3

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

Moody's assigned the following ratings:

First Lien Senior Secured Term Loan due 2024, B2 (LGD4)

Outlook is Stable

RATINGS RATIONALE

The B2 CFR reflects ConvergeOne's solid market position as a
provider of integrated communications solutions and managed
services to a diverse base of large enterprise customers. The
rating is also supported by the company's predictable revenue
stream, improving profitability, and modest capital expenditure
requirements which should contribute to healthy free cash flow
generation. The rating is constrained by ConvergeOne's pro forma
financial leverage (Moody's adjusted) of approximately 5x trailing
total debt/EBITDA and the company's considerable revenue reliance
on key vendor relationships with Cisco Systems, Inc. ("Cisco") and
Avaya, Inc. ("Avaya") which together comprise approximately 60% of
total product sales. The rating also takes into account the risk of
incremental acquisitions to support ConvergeOne's expansion and
strategic initiatives to diversify its supplier base.

The B2 rating for ConvergeOne's proposed first lien term loan
reflect the borrower's B2-PD Probability of Default Rating ("PDR")
and a Loss Given Default ("LGD") assessment of LGD4. The B2 term
loan rating is consistent with the CFR and takes into account the
instrument's junior collateral position relative to ConvergeOne's
unrated asset-based revolving credit facility which has a superior
claim on the company's cash, receivables, and inventory.

ConvergeOne's good liquidity position is supported by approximately
$23 million in pro forma cash on the company's balance sheet and
Moody's expectation that the company will generate free cash flow
before dividends approaching 10% of debt on an annual basis over
the intermediate term. ConvergeOne's liquidity is also bolstered by
a $150 million asset-based revolving credit facility, comprised of
a $65 million inventory floor planning facility (borrowings
accounted for as payables) and an undrawn $85 million working
capital sub-facility. While the company's first lien term loan will
not be subject to financial covenants, the revolving credit
facility has a springing covenant based on a minimum fixed charge
coverage ratio which is not expected to be in effect over the next
12-18 months as borrowings are projected to be comfortably below
maximum thresholds during this period.

The stable outlook reflects Moody's expectation that ConvergeOne
will generate low-single digit organic revenue growth over the
intermediate term driven principally by the expansion of the
company's services business with particularly robust gains in its
managed services offering. Moody's expects the growth prospects for
the services segment, which features profit margins that exceed
ConvergeOne's corporate averages, to drive slight improvement in
the company's profitability and modest declines in debt/EBITDA
towards the mid 4x level by 2018.

What Could Change the Rating - Up

The ratings could be upgraded if ConvergeOne continues to diversify
its supplier base, meaningfully increases scale while maintaining
profit margins, and maintains adjusted debt to EBITDA below 4x on a
sustained basis.

What Could Change the Rating - Down

The ratings could be downgraded if financial leverage exceeds 5.5x,
liquidity deteriorates due to a decline in profitability or cash
flow, Avaya's market position materially weakens, or financial
policies become increasingly aggressive.

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

ConvergeOne is a provider of integrated communications solutions
and managed services.


CONVERGEONE HOLDINGS: S&P Rates $430MM 1st Lien Loan 'B'
--------------------------------------------------------
S&P Global Ratings assigned a 'B' issue-level rating and '3'
recovery rating to Eagan, Minn.-based C1 Investment Corp.'s
proposed $430 million first-lien term loan.  The '3' recovery
rating indicates S&P's expectation of meaningful (50% to 70%;
rounded estimate: 50%) recovery in the event of default.  S&P's 'B'
corporate credit rating and stable outlook remain unchanged. S&P
expects the company to use the proceeds from this offering to
retire its existing $330 million first-lien term loan and $80
million second-lien term loan.  The transaction will not materially
affect leverage.  

ConvergeOne Holdings Corp. (the operating company under C1
Investment Corp.), is a systems integrator of contact center,
unified communications, IP Internet Protocol telephony, and
networking solutions.  The stable outlook reflects S&P's
expectation that the company will maintain steady operating
performance, despite dependence on two key suppliers, Avaya and
Cisco which each represent about 30% of product solutions revenue.
Liquidity remains adequate, with cash of about $20 million at
transaction close and full availability under the company's $85
million asset based lending (ABL) facility due 2022.

C1 Investment Corp.
Corporate Credit Rating              B/Stable/--

New Rating
ConvergeOne Holdings Corp..
$430 mil. first-lien term loan due 2024
Senior Secured                       B
  Recovery Rating                     3 (50%)



CORUS ENTERTAINMENT: DBRS Confirms BB Issuer Rating
---------------------------------------------------
DBRS Limited confirmed the Issuer Rating of Corus Entertainment
Inc. (Corus or the Company) at BB with a Stable trend. The rating
confirmation acknowledges somewhat greater pressure on revenue than
anticipated at the time of the Shaw Media Inc. (Shaw Media)
acquisition but is supported by cost synergies and the modest debt
reduction that have been achieved to date. The BB rating continues
to reflect Corus's strengthened market position in its TV business,
strong cash-generating capacity and continued commitment to
deleveraging. The rating also continues to consider the structural
shift in ad spend from traditional media to digital and online
channels, the persistent annual cord cutting and/or shaving by
Canadian households and, to a lesser degree, the seemingly
moderating uncertainty associated with the recently enacted
Canadian Radio-television and Telecommunications Commission cable
regulations.

Since the closing of the Shaw Media acquisition on April 1, 2016,
DBRS notes that there has been more pressure on Corus's earnings
profile than had been anticipated. Last 12 months (LTM) ended
February 28, 2017, revenue of $1,582 million has trended below
initial pro forma expectations because of more intensive
competition for advertising revenue than foreseen. However, LTM
EBITDA margin performance, which is in the mid-30s, has been in
line with DBRS's expectations, largely because of cost synergies
realized post-acquisition. While DBRS will continue to closely
monitor revenue trends, profitability has been adequate for the
current rating category.

In terms of the financial profile, the Company's EBITDA, cash flow
and modest debt reduction have evolved largely as expected since
the Shaw Media acquisition.

Going forward, DBRS expects the Company to prioritize its
significantly enhanced cross-platform advertising capabilities and
to leverage advertising technology to enhance its sales strategy in
an attempt to support top-line performance, which, when combined
with an EBITDA margin of 33% to 35%, suggests an annualized EBITDA
run rate of about $600 million. As a result, DBRS expects Corus's
earnings profile to remain supportive of the current rating over
the near term. However, the Canadian media sector is experiencing
significant structural challenges, including competition driven by
digital disruption as advertisers continue to pursue exposure to
interactive platforms, including on the web and through mobile and
over-the-top services, which could have a negative impact on
Corus's earnings profile over the medium to longer term.

Longer-term pressure on the earnings profile could affect free cash
flow, which could make the Company's deleveraging target difficult
to achieve in its intended time frame (particularly in light of the
Company's onerous dividend distribution). That said, Corus's
leverage target of 3.0 times (x) by the end of F2018 is more than
adequate to maintain the current rating. DBRS would consider a
negative rating action over the near to medium term if there was a
material decline in revenue, operating income and free cash flow
(after dividends) while financial leverage remains above 3.5x.

DBRS has also discontinued the rating on Corus's Senior Unsecured
Notes, which were rated BB with a Stable trend with a Recovery
Rating of RR4, as the notes were redeemed by the Company on April
18, 2016.


CRESTWOOD MIDSTREAM: Moody's Alters Outlook to Stable & Affirms CFR
-------------------------------------------------------------------
Moody's Investors Service changed Crestwood Midstream Partners LP's
rating outlook to stable from negative. Concurrently, Moody's
affirmed Crestwood's Ba3 Corporate Family Rating (CFR), Ba3-PD
Probability of Default Rating (PDR) and the B1 rating on
Crestwood's senior unsecured notes. The SGL-3 Speculative Grade
Liquidity (SGL) Rating was also affirmed.

In addition, Moody's changed Crestwood Holdings LLC's ("Holdings")
rating outlook to stable from negative, while affirming the B3 CFR,
B3-PD PDR and the senior secured bank credit facility's B3 rating.

"The change in Crestwood's rating outlook to stable is mainly
driven by the improving trends for gathering and processing volumes
flowing through Crestwood's systems, which should improve it cash
flow stability and sustain its financial leverage and distribution
coverage," commented Sreedhar Kona, Moody's Senior Analyst.

Affirmations:

Issuer: Crestwood Midstream Partners LP

-- Corporate Family Rating, Affirmed Ba3

-- Probability of Default Rating, Affirmed Ba3-PD

-- Senior Unsecured Notes, Affirmed B1 (LGD 5)

Speculative Grade Liquidity Rating, Affirmed SGL-3

Issuer: Crestwood Holdings LLC

-- Corporate Family Rating, Affirmed B3

-- Probability of Default Rating, Affirmed B3-PD

-- Senior Secured Bank Credit Facilities, Affirmed B3 (LGD3)

Outlook Actions:

Issuer: Crestwood Midstream Partners LP

-- Outlook, Stable

Issuer: Crestwood Holdings LLC

-- Outlook, Stable

RATING RATIONALE

The change in Crestwood's rating outlook to stable is mainly driven
by the alleviation of the downward pressure on natural gas
gathering and processing volumes. In recent quarters, Crestwood has
demonstrated a fair degree of stability in its volumes. This
improvement, combined with the significant debt reduction achieved
through its joint venture with Consolidated Edison (Con Edison, A3
stable) and substantial distribution cut in 2016 has greatly
improved its financial leverage and distribution coverage.
Crestwood entered 2017 with a debt to EBITDA ratio of 3.8x
(including Moody's standard adjustments) and distribution coverage
ratio of 1.5x. Holdings' outlook was also changed to stable,
consistent with Crestwood's outlook given its reliance on
Crestwood's distributions to service its debt obligations.

Crestwood's Ba3 CFR is supported by its basin diversification,
reasonable financial leverage, and good distribution coverage.
Moody's projects Crestwood's year-end 2017 debt to EBITDA ratio to
rise to around 4.2x and the distribution coverage to drop to around
1.3x. Furthermore, Moody's expects Crestwood's growth projects
through 2017 and 2018 to improve its cashflow profile and increase
the scale of the company, although with some increase in its debt
burden. Crestwood's ratings are constrained by its relatively small
scale, the inherent volumetric risks in its gathering and
processing business, continued, albeit improving customer
counterparty risk and the additional debt burden at Holdings that
is serviced by the partnership's distributions.

Crestwood's senior notes are unsecured and have a subordinated
claim to the partnership's assets behind the $1.5 billion senior
secured revolving credit facility. Given the substantial amount of
priority-claim secured debt in the capital structure, the notes are
rated B1, one notch below the Ba3 CFR. Crestwood Equity Partners,
LP (CEQP) preferred units ($621 million outstanding) are
structurally subordinated to Crestwood's debt obligations.

CEQP's large reduction in distributions in 2016, resulted in a
material decline in cashflows to Holdings. As a result, Holdings
ratio of its stand-alone debt to the distributions received from
CEQP rose significantly above 7x. This increased stand-alone
financial leverage at Holdings, and the low likelihood of
improvement in that ratio in the near-term, is reflected in
Holdings B3 CFR. The three notch differential between Holdings B3
CFR and Crestwood's Ba3 CFR captures the structural subordination
of Holdings debt to the debt at Crestwood and the preferred units
and third party ownership of LP units at CEQP, combined with its
weak stand-alone financial profile. Holdings' senior secured term
loan ($344 million outstanding as of March 31, 2017) is the only
class of debt in its capital structure and therefore it is rated
B3, the same as Holdings' CFR.

Crestwood's SGL-3 rating reflects Moody's expectation that
Crestwood will have adequate liquidity through mid-2018. Crestwood
has a revolving credit facility of $1.5 billion that matures in
September 2020. As of March 31, 2017, approximately $735 million
was outstanding under this revolving credit facility and the
partnership has $399.0 million of available borrowing capacity
considering the most restrictive debt covenants in the credit
agreement. Moody's expects the partnership to be in compliance with
its financial covenants through mid-2018 and that it will be able
to fund basic cash obligations and maintenance capital expenditures
through internal sources and any growth capital spending can be
funded through revolver borrowings as needed.

Holdings should also have adequate liquidity through mid-2018. In
addition to $16 million of cash on the balance sheet as of
March 31, 2017, Holdings should receive sufficient distributions
from CEQP to service its obligations. Crestwood's senior notes have
maturities ranging from 2023 through 2025. Holdings $400 million
term loan (original principal amount) was comprised of a $15
million tranche maturing in December 2017 with the remainder
maturing in June 2019. $344 million of the term loan was
outstanding in aggregate as of March 31, 2017 with quarterly
amortization of $1 million.

An upgrade of Crestwood could be considered if leverage is reduced
below 4.0x, family leverage (including Holdings debt) is less than
5.0x and distribution coverage remains above 1.1x on a sustained
basis. An upgrade at Holdings is unlikely through 2017 given its
elevated leverage profile. Holdings' ratings could be upgraded if
Crestwood's ratings are upgraded. In addition, Holdings' ratings
could be upgraded if its standalone leverage is reduced to less
than 5.0x.

Crestwood's ratings could be downgraded if the volumes decline
significantly from the current levels or if it makes debt funded
acquisitions, resulting in leverage (debt to EBITDA ratio)
sustained above 5.5x or distribution coverage falling below 1x. An
increase of Holdings' debt could also trigger a downgrade of
Crestwood's ratings. Holdings' ratings could be downgraded if
Crestwood is downgraded or if Holdings' stand-alone financial
leverage increases further because of additional distribution cuts
or increases in debt.

The principal methodology used in these ratings was the Midstream
Energy published in May 2017.

Crestwood is a wholly owned subsidiary of the master limited
partnership (MLP), Crestwood Equity Partners LP (CEQP). Crestwood
provides midstream solutions to customers in the crude oil, natural
gas liquids and natural gas sectors of the energy industry. Through
its ownership in CEQP, Holdings, a private holding company owned
primarily by a fund managed by First Reserve Corporation (First
Reserve), indirectly controls Crestwood.


CUNNINGHAM LINDSEY: S&P Lowers CCR to 'B-'; Outlook Stable
----------------------------------------------------------
S&P Global Ratings said it lowered its long-term corporate credit
rating on Cunningham Lindsey U.S. Inc. and CL Intermediate Holdings
I B.V. to 'B-' from 'B'.  The outlook is stable.

Concurrently, S&P lowered its debt ratings on the company's
$510 million first-lien senior secured term loan due December 2019
and its $100 million revolving credit facility due January 2019 to
'B-' from 'B'.  The recovery rating on these facilities is
unchanged at '3', indicating S&P's expectation for meaningful (50%)
recovery in the event of a payment default.  In addition, S lowered
its debt rating on the company's $110 million second-lien term loan
due June 2020 to 'CCC+' from 'B-'.  The recovery rating is
unchanged at '5', indicating S&P's expectation for negligible (15%)
recovery in the event of payment default.

"The rating action reflects our expectation for tighter covenant
headroom than we originally anticipated in 2017," said S&P Global
Ratings credit analyst Francesca Mannarino.  Persistent market
headwinds including lower catastrophe activity and unfavorable
foreign exchange continue to put pressure on operating performance.
As a result, S&P has moderately revised its operating performance
expectations lower for the year.  Although S&P expects performance
improvement and leverage declines in 2017, our revised projections
result in minimal expected covenant cushion throughout the year.

Cunningham Lindsey U.S. amended its revolving credit facility in
December 2016, extending the maturity to January 2019 and providing
additional covenant cushion relief.  S&P originally believed the
covenant cushion would be healthy at 15% or greater. However, due
to fourth quarter 2016 and first quarter 2017 EBITDA coming in
below S&P's expectations, and its modestly lower performance
expectations for 2017, S&P now expects a tightened covenant cushion
of below 15% throughout 2017.  As of year-end 2016, Cunningham
Lindsey's cushion was 10% and was 5% as of first-quarter 2017.
Although S&P expects headroom to improve modestly, S&P is revising
its liquidity assessment to less than adequate, reflecting
continued covenant weakness.

S&P's assessment of Cunningham Lindsey's business risk profile is
weak (as per S&P Global Ratings criteria), reflecting its narrow
focus in the competitive, fragmented, and cyclical
property/casualty (P/C) insurance loss-adjusting and
claim-management industry.  The company faces competition from
other claims-adjusting firms as well as insurer clients that adjust
claims in-house.  Furthermore, S&P views Cunningham's profitability
as weak, with higher volatility relative to its insurance-service
peers stemming from headwinds related to the fluctuations in P/C
claims volumes, specifically the unpredictability of catastrophe
events, and foreign exchange. Offsetting these risks are the
company's good market position as one of the largest players in its
niche, its favorable geographic diversification as one of the only
global players in its industry, and modest client concentrations.
S&P forecasts some revenue and earnings growth to occur in 2017
driven by new producer hires, client wins, and new
non-claim-dependent outsourced service capabilities.

S&P's assessment of the financial risk profile as highly levered
reflects Cunningham Lindsey's private equity ownership by CVC
Capital Partners.  S&P also bases its assessment on the company's
weak credit-protection measures, with financial leverage of 10.5x
and EBITDA coverage of 1.4x as of the 12 months ended March 31,
2017.  S&P's base-case expectation assumes leverage will improve to
under 8x and coverage to increase above 1.5x by year-end 2017 as
the company experiences more favorable underlying trends and there
is a roll-off of significant restructuring costs incurred in 2016
that were a drag on EBITDA.  Unlike the company's covenant
calculations, S&P do not add back restructuring or new business
costs to EBITDA since S&P views this as a cost of doing business.

Liquidity

S&P is revising its assessment of Cunningham Lindsey's liquidity to
less than adequate, given S&P's expectation for covenant cushion
below 15% during 2017.  Cunningham Lindsey also faces covenant
leverage step-downs during the year, with maximum leverage
declining from 6.5x as of year-end 2016 to 6x as of year-end 2017
and 5.5x as of year-end 2018, putting additional pressure on the
cushion.

The company does satisfy S&P's main quantitative liquidity tests
for adequate liquidity; S&P expects sources will exceed uses of
cash by at least 1.2x in the next 12 months and that net sources
would be positive even with a 15% decline in EBITDA.  Cash
generation and cash balances have declined due to earnings
compression and high levels of restructuring.  But, due to the
firm's capital-lite and service-oriented nature, it also benefits
from limited capital expenditures and cash needs.

Principal liquidity sources

   -- $29 million in balance-sheet cash as of March 31, 2017
   -- Expected positive cash funds from operations
   -- $10 million equity contribution from an entity majority
      controlled by CVC
   -- Capital Partners in December 2017

Principal liquidity uses

   -- Required revolver pay down of $28 million ($62.5 million
      maximum by December 2017 from current outstanding balance of

      $89 million)
   -- Mandatory amortization of term debt (about $5 million
      annually)
   -- Capital expenditures of $10 million-$20 million annually

The stable outlook on CL Intermediate Holdings I B.V. and
Cunningham Lindsey U.S. Inc. reflects S&P's view that operating
performance and credit-protection measures will gradually improve
over the next 12 months, despite continued volatility in the P/C
claims volume market.  S&P expects the company to remain in
compliance with the covenants on its revolver over the next year,
although its cushion will be very limited.  Under S&P's base-case
scenario, it expects leverage of less than 8x and EBITDA coverage
of more than 1.5x in the next year, as various new business and
cost-containment initiatives lead to earnings growth.

S&P could lower the rating in the next 12 months if the company
continues to face tough market conditions and underperforms
relative to S&P's expectations, leading to its assessment of an
unsustainable capital structure with leverage remaining above 10x
and EBITDA coverage below 1x.  Additionally, a downgrade could
occur if the company's liquidity were to erode such that S&P
revises its assessment as weak, such that sources fail to cover
uses by 1.2x or if S&P believes a covenant breach is likely to
occur.

S&P could raise its ratings in the next 12 months if
better-than-expected earnings or debt reduction improves the
company's covenant cushion to at least 15% while its leverage
improves to 7x—7.5x with sustained EBITDA coverage of 2x.  This
would occur through sustained EBITDA growth in excess of 30%.


DDR CORP: Fitch Assigns 'BB' Preferred Stock Rating
---------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to DDR Corp.'s (NYSE:
DDR) senior unsecured notes. The Rating Outlook is Stable.

KEY RATING DRIVERS

DDR's 'BBB-' Issuer Default Rating (IDR) takes into account the
company's credit strengths including refining the quality of its
retail property portfolio, strong expected fixed charge coverage
for the rating, a granular tenant roster, and proven access to a
number of capital sources. Fitch also anticipates leverage will be
toward the stronger end of the range it considers appropriate for
the 'BBB-' rating over the next 12 to 24 months.

Credit concerns include the frequency of leadership turnover and
weak unencumbered asset coverage of net unsecured debt. While DDR
continues to grow its unencumbered pool, Fitch projects that
unencumbered asset coverage of unsecured debt will remain below
2.0x in the near term.

Refining Asset Base

DDR's strategic plan entails owning and operating market-dominant
power centers in select markets with favorable population
demographics, thereby generating consistent cash flow growth while
opportunistically engaging in capital recycling. The Puerto Rico
portfolio remains a laggard within the larger DDR portfolio, but
management has reaffirmed its intention to avoid becoming a
distressed seller. Management has also committed to repositioning
its portfolio via redevelopment opportunities arising from tenant
bankruptcies or by taking space offline upon expiration of existing
leases.

DDR accelerated disposition plans for lower quality assets, and
these sales should result in an improved credit profile. Fitch
expects net proceeds from asset sales to be focused towards
strengthening the balance sheet, with the primary objective of
delevering while also reinvesting into the remaining portfolio.

Ongoing Portfolio Review and Simplification

DDR segmented the portfolio by examining market and asset factors.
This analysis was predicated on the company's focus on power
centers based on the belief that they have greater scale, a larger
mix of tenants, and serve larger trade areas than grocery-anchored
neighborhood shopping centers, which Fitch views favorably.
Currently, DDR's portfolio demographics are below average with
respect to its publicly traded shopping center REIT peers, as
measured by population density and average household income.

Secular Retailer Trends Favor Power Centers

DDR has limited absolute tenant concentration. Major tenants are
TJX Companies (3.8% of consolidated base rents for the TTM ended
March 31, 2017), Bed Bath & Beyond (3.1%), PetSmart (2.9%), and
Dick's Sporting Goods (2.5%). The top 20 tenants comprised 36.2% of
rental revenues, more concentrated than its REIT peers. Numerous
retailers, particularly the value and convenience segments, are
exploring larger footprints while non-traditional grocers have
gained market share of traditional retailers, which should bolster
power center demand.

C-Suite Finally Stabilized

David Lukes is the company's fifth CEO since 2009, and leadership
turnover has likely prevented the company from adopting a
consistent financial and portfolio strategy. Fitch views Mr. Lukes
and other members of senior management positively given their prior
roles at publicly-traded REITs across the retail sector.

Leverage Appropriate for 'BBB-'

Fitch projects that leverage, excluding preferred stock, will
remain in the mid-6x range over the next 12 to 24 months due to
asset sales and organic EBITDA growth, which would be strong for
the 'BBB-' rating. Leverage was 6.4x for the TTM ended March 31,
2017, compared to 6.3x in 2016 and 7.2x in 2015. When including 50%
of preferred stock in total debt, DDR's leverage was 6.6x for the
TTM ended March 31, 2017.

Low Unencumbered Asset Coverage (UA/UD)

As of March 31, 2017, DDR's unencumbered assets (defined as
unencumbered NOI divided by a stressed 8% capitalization rate)
covered net unsecured debt by 1.8x, which is weak for the 'BBB-'
rating. The company's UA/UD has remained consistently below the
typical 2.0x threshold that Fitch views as appropriate for
investment-grade REITs, and Fitch does not expect meaningful
improvement in this ratio in the near term, absent delevering.

Strong Leasing Spreads and Fixed Charge Coverage

Blended leasing spreads on new and renewal leases were 5.6% in 1Q17
following 9.1% growth in 2016. DDR has reported strong 8% - 10%
blended leasing spreads each year since 2013 leading to organic
EBITDA growth within the portfolio. Organic growth combined with
reduced interest costs has improved DDR's fixed charge coverage to
2.8x for the TTM ended March 31, 2017. Fitch anticipates fixed
charge coverage will remain in the high-2x through 2018, as the
company refinances higher cost secured mortgage maturities with
more cost-effective unsecured bond issuances, which is strong for
the 'BBB-' rating.

Weak Liquidity Coverage

Fitch forecasts DDR's liquidity coverage at 0.6x through year-end
2018 when including development cost-to-complete. The shortfall is
largely attributable to $1.3 billion in pro rata debt maturities.

The company's AFFO payout ratio was 73.1% in 1Q'17, above DDR's
typical mid- to high-60% average payout, due to reduced cash flow
from the company's accelerating disposition program that saw more
than $650 million in assets sold between 4Q16 - 1Q17. Fitch does
not expect the company to reduce its dividend, so it is likely
DDR's payout will remain in the low 70% range in the near term.
Fitch estimates DDR can retain over $100 million of internally
generated liquidity annually even with an elevated 1Q17 payout
ratio relative to previous periods.

Preferred Stock Notching

The two-notch differential between DDR's IDR and its preferred
stock rating is consistent with Fitch's criteria for corporate
entities with an IDR of 'BBB-'. Based on Fitch's criteria report,
'Non-Financial Corporates Hybrids Treatment and Notching Criteria,'
dated April 27, 2017, the company's preferred stock is deeply
subordinated and has loss absorption elements that would likely
result in poor recoveries in the event of a corporate default.

KEY ASSUMPTIONS

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

-- Net disposition proceeds expected to be used largely for
    delevering;

-- $225 million of acquisitions and development expenditures in
    each 2017 and 2018;

-- Maturing debt refinanced with the issuance of new unsecured
    bonds;

-- Fitch assumes no equity issuance through the forecast period.

RATING SENSITIVITIES

The following factors may result in positive momentum in the
ratings and/or Outlook:

-- Fitch's expectation of leverage, excluding preferred stock,
    sustaining below 6.5x (leverage was 6.4x for the TTM ended
    March 31, 2017);

-- Fitch's expectation of growth in the size and quality of
    the unencumbered pool with unencumbered assets (unencumbered
    NOI divided by a stressed capitalization rate of 8%) covering
    net unsecured debt by 2.5x (UA/UD was 1.8x at March 31, 2017);

-- Fitch's expectation of fixed charge coverage sustaining above
    2.3x (coverage was 2.8x for the TTM ended March 31, 2017).

The following factors may result in negative momentum in the
ratings and/or Outlook:

-- Fitch's expectation of leverage sustaining above 7.5x;

-- UA/UD sustaining below 2.0x;

-- Continued management turnover, reducing market confidence in
    the company's ability to execute on its strategy;

-- Fitch's expectation of fixed charge coverage sustaining below
    2.0x;

-- Base case liquidity coverage sustaining below 1.0x (0.6x for
    period April 1, 2017 - Dec. 31, 2018).

FULL LIST OF RATING ACTIONS

Fitch currently rates DDR:

DDR Corp.
-- IDR 'BBB-';
-- Unsecured revolving credit facilities 'BBB-';
-- Unsecured term loan 'BBB-';
-- Senior unsecured notes 'BBB-';
-- Senior unsecured convertible notes 'BBB-';
-- Preferred stock 'BB'.

The Rating Outlook is Stable.


DELAWARE SPORTS: Case Summary & 13 Unsecured Creditors
------------------------------------------------------
Debtor: Delaware Sports Complex, LLC
        c/o Hiller Law, LLC
        1500 N French St, 2nd Fl
        Wilmington, DE 19801

Business Description: The Debtor owns the Delaware Sports Complex,

                      a 180 acre state-of-the art indoor and
                      outdoor sports facility for training and
                      play.  Located in Middletown, Delaware the
                      complex serves as a hub for tournaments of
                      all different sports.

                      Web site:
https://www.delawaresports.org/venues/delaware-sports-complex

Case No.: 17-11175

Chapter 11 Petition Date: May 23, 2017

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Adam Hiller, Esq.
                  HILLER LAW, LLC
                  1500 North French Street, 2nd Floor
                  Wilmington, DE 19801
                  Tel: (302) 442-7677
                  E-mail: ahiller@hillerarban.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Daniel Watson, manager.

A copy of the Debtor's list of 13 unsecured creditors is available
for free at http://bankrupt.com/misc/deb17-11175.pdf


DIFFUSION PHARMACEUTICALS: Incurs $28.6M Net Loss in First Quarter
------------------------------------------------------------------
Diffusion Pharmaceuticals Inc. filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $28.63 million for the three months ended March 31,
2017, compared with a net loss of $6.22 million for the same period
in 2016.

As of March 31, 2017, Diffusion had $36.34 million in total assets,
$55.46 million in total liabilities, and a total stockholders'
deficit of $19.11 million.

Research and development expenses were $1.0 million for the three
months ended March 31, 2017, compared to $2.4 million for the three
months ended March 31, 2016.  This decrease in research and
development was attributable to a decrease in expenses related to
the Company's pancreatic cancer program and animal toxicology
studies.

General and administrative expenses were $1.6 million for the three
months ended March 31, 2017, compared to $3.9 million for the three
months ended March 31, 2016.  The decrease in general and
administrative expenses was primarily attributable to a decrease in
costs attributable to the reverse merger transaction in January
2016.

The Company recognized $26.0 million in warrant related expenses
(of which $25.6 million was non-cash related and fees netted
against gross proceeds) associated with the private placement for
the three months ended March 31, 2017, which consisted of the
change in fair value of the common stock warrants from issuance,
the excess fair value of the common stock warrants over the gross
cash proceeds from the Series A preferred stock offering, and
placement agent commissions and other offering costs.

Net cash used in operating activities for the three months ended
March 31, 2017 was $3.4 million compared to $4.6 million during the
three months ended March 31, 2016.

David Kalergis, chairman and chief executive officer, stated, "With
the completion of our recent private placement, we believe we are
now well positioned to advance our clinical development strategy
for our lead product candidate, trans sodium crocetinate (TSC).  We
are in dialogue with the U.S. FDA regarding the design of a Phase 3
trial of TSC in newly diagnosed inoperable GBM patients, and plan
to complete a protocol review in the third quarter of 2017.
Assuming FDA sign-off on final protocol design, the study is
planned to initiate by the end of 2017."

In March 2017, U.S. Patent 9,604,899 entitled "Bipolar Trans
Carotenoid Salts and Their Uses" was granted by the United States
Patent and Trademark Office.  This patent expands the coverage of
the therapeutic use of TSC and other related compounds to five
hypoxia-related conditions including congestive heart failure,
chronic renal failure, acute lung injury (ALI), chronic obstructive
pulmonary disease (COPD) and respiratory distress syndrome (RDS).

In March 2017, the Company raised aggregate gross proceeds of $25.0
million in an oversubscribed private placement of its Series A
convertible preferred stock.  At March 31, 2017, the Company had
cash and cash equivalents of $12.2 million and a $8.3 million
subscription receivable that was received on April 3, 2017.

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

                      https://is.gd/VNFjGw

                About Diffusion Pharmaceuticals

Diffusion Pharmaceuticals, as surviving entity in its merger with
RestorGenex, is a clinical stage biotechnology company focused on
extending the life expectancy of cancer patients by improving the
effectiveness of current standard-of-care treatments including
radiation therapy and chemotherapy.  Diffusion is developing its
lead drug, trans sodium crocetinate (TSC), for use in the many
cancer types in which tumor hypoxia (oxygen deprivation) is known
to diminish the effectiveness of current treatments.  TSC targets
the cancer's hypoxic micro-environment, re-oxygenating
treatment-resistant tissue and making the cancer cells more
vulnerable to the therapeutic effects of treatments such as
radiation therapy and chemotherapy, without the apparent addition
of any serious side effects.  TSC has potential application in
other indications involving hypoxia, such as stroke and
neurodegenerative diseases.

Diffusion reported a net loss of $18.03 million for the year ended
Dec. 31, 2016, compared to a net loss of $6.71 million for the year
ended Dec. 31, 2015.

KPMG LLP, in McLean, Virginia, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has suffered recurring
losses from operations, has limited resources available to fund
current research and development activities, and will require
substantial additional financing to continue to fund its research
and development activities.  The conditions raise substantial doubt
about its ability to continue as a going concern.


DYNCORP INT'L: Moody's Hikes Corporate Family Rating to B3
----------------------------------------------------------
Moody's Investors Service has upgraded the ratings of DynCorp
International, Inc. ("DI"). The Corporate Family Rating was
upgraded two notches to B3 from Caa2, the first lien revolving
credit and term loan to Ba3 from B1 and the second lien guaranteed
notes to Caa1 from Caa2. The speculative grade liquidity rating has
been upgraded to SGL-3 from SGL-4. The rating outlook is stable.

RATINGS RATIONALE

The two-notch CFR upgrade reflects sales momentum within the
business and the recent capital infusion from, an affiliate of
sponsor, Cerberus that enabled DI to redeem the remaining $39.3
million principal amount of senior 10 3/8% unsecured notes due
2017. The rating anticipates that the recently improved revenue and
margin performance should continue. Total debt was reduced by $64
million over the first four months of 2017, 10% of debt outstanding
at year-end 2016. Additionally, the company's book to bill has
exceeded 1x, with substantially rising backlog since Q2-2016.

However, the B3 CFR incorporates DI's still high financial
leverage, modest operating margins and interest coverage against a
long-established brand within the international mission support
sector of defense contracting, a broad geographic presence and
service capabilities. Pro forma for debt reduction during the first
four months of 2017, debt/EBITDA is in the high 5x range on a
Moody's adjusted basis.

The company has been achieving solid contract execution scores from
customers and a good degree of contract re-compete success of late.
The $250 million of annual revenue associated with the INL Airwing
program, which a competitor won, is, in Moody's view, likely to
trail off later this year (DI is pursuing legal recourse to retain
the contract). But the loss-making T-6 Combs contract portion ended
in April and volumes have been ramping under other contracts, such
as LOGCAP IV.

Moody's anticipates annual free cash flow generation of $20 million
near-term with free cash flow to debt in the low single digit
percentage range. Last twelve month account receivables days on
hand declined to 67 days from 79 days since 2015, generating
substantial cash flow for DI. Moody's expects the improved billing
efficiency to continue near-term because the contract-specific
issues that slowed collections have rectified.

The stable rating outlook reflects progress on other operational
initiatives commenced more than 18 months ago when DI named a
permanent CEO. Of late, contract renewals and scope expansion under
existing programs suggest progress from DI's heightened emphasis on
program execution standards and a more rigorous business
development processes.

The progress seems well timed because expanding military
operational tempo within the Middle East and growing emphasis on
maintenance/readiness spending by the US Department of Defense
offer bid opportunities.

The term loan does not mature until July 2020, enabling management
to focus on winning new contracts and furthering backlog. Past
financial support from ownership (Cerberus), including $30 million
of third lien debt contributed in April 2016 and $33.9 million
contributed in April 2017, represents another supportive
consideration.

The speculative grade liquidity rating upgrade to SGL-3 from SGL-4,
denotes the restoration of liquidity profile adequacy. With
estimated cash of $82 million following the note redemption and a
$25 million term loan prepayment in April, revolver borrowing will
likely not be required for operational needs and the July 2018
scheduled term loan amortization of $22.5 million. The cash gives
cushion to cover working capital swings and helps DI meet the bank
facility's minimum liquidity covenant, that steps down to $50
million from $60 million after 2017.

The debt instrument ratings have risen by one notch despite the
two-notch CFR upgrade because the recently redeemed unsecured notes
were a loss-absorbing layer of (effectively junior) debt capital to
the secured facilities.

Upward rating momentum would depend on expectation of material
revenue growth, debt/EBITDA closer to 5x, free cash flow to debt in
the high single digit percentage range, and continued liquidity
profile adequacy.

Downward rating pressure would follow negative contract
developments, backlog erosion, or weaker liquidity.

The following rating actions were taken:

Upgrades:

Issuer: DynCorp International Inc.

-- Probability of Default Rating, Upgraded to B3-PD from Caa2-PD

-- Speculative Grade Liquidity Rating, Upgraded to SGL-3 from
    SGL-4

-- Corporate Family Rating, Upgraded to B3 from Caa2

-- Senior Secured Bank Credit Facility, Upgraded to Ba3 (LGD2)
    from B1 (LGD2)

-- Backed Senior Secured Regular Bond/Debenture, Upgraded to Caa1

    (LGD4) from Caa2 (LGD4)

Outlook Actions:

Issuer: DynCorp International Inc.

-- Outlook, Remains Stable

DynCorp International Inc., headquartered in McLean, VA, provides
mission-critical support services outsourced by US military,
nonmilitary US governmental agencies and foreign governments. The
company is an operating subsidiary of Delta Tucker Holdings, Inc.,
which is owned by affiliates of Cerberus Capital Management, LP.
Revenues in 2016 were approximately $1.84 billion.

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


EAST COAST FOODS: Judge Asked to End Trademark Ownership Dispute
----------------------------------------------------------------
Katy Stech, writing for The Wall Street Journal Pro Bankruptcy,
reported that Bradley Sharp, the court-appointed financial adviser
in charge of East Coast Foods, Inc., filed a lawsuit asking a
federal judge to undo the March 2016 sale that transferred the
popular restaurant's trademark to an entity formed by Roscoe's
founder Herbert Hudson.

According to the report, citing the lawsuit, Mr. Hudson sold the
trademark as the restaurant chain was attempting to fend off nearly
a dozen lawsuits, including a $3.2 million worker-discrimination
dispute.

The report related that the lawsuit included a statement that he
said proves that Mr. Hudson was trying to keep the brand's valuable
name from being used to pay his debts.

"People were trying to get a hold of the intellectual property, so
we figured it'd be better just to take it out of [Roscoe's parent
company's] name and put it in an LLC," Mr. Hudson said under oath
during a bankruptcy-related proceeding, told the Journal.

Judge Bluebond set a July 11 hearing to go over the request.

                      About East Coast Foods

East Coast Foods Inc., a California corporation, is the owner and
operator of four Roscoe' Chicken N' Waffles restaurants in Los
Angeles area.  

East Coast Foods sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-13852) on March 25,
2016.  The petition was signed by Herbert Hudson, president.  The
Debtor estimated assets of less than $50,000 and debt of $10
million to $50 million.

The case is assigned to Judge Sheri Bluebond.

The Debtor is represented by Vakhe Khodzhayan, Esq., at KG Law,
APC.  

The Office of the U.S. Trustee on April 29, 2016, appointed five
creditors to serve on an official committee of unsecured creditors.


Bradley D. Sharp was appointed Chapter 11 trustee of the Debtor's
estate on Sept. 28, 2016.


EVEREST HOLDINGS: Moody's Lowers CFR to Caa2, Outlook Stable
------------------------------------------------------------
Moody's Investors Service downgraded Everest Holdings, LLC's (dba
"Eddie Bauer") Corporate Family Rating (CFR) to Caa2 from B3 and
Probability of Default Rating (PDR) to Caa1-PD from B3-PD. Moody's
also downgraded the company's $225 million senior secured term loan
due 2020 to Caa2 from Caa1. The rating outlook remains stable.

"The downgrade indicates that even with an optimistic view on an
improvement in operating results, Moody's expects Eddie Bauer's
credit metrics and liquidity will remain very weak and materially
worse than that of B3 rating over the next 12-18 months," said
Moody's Analyst Dan Altieri.

Over the LTM period ended April 1, 2017 Eddie Bauer has seen
revenue declines and lower gross margins as a result of markdown
activity in response to a highly promotional retail environment.
EBITDA over the period deteriorated meaningfully, resulting in a
tight liquidity profile and interest coverage (EBIT/Interest
Expense) well below 1 time. Moody's estimates lease adjusted
leverage in the mid-9 times range, however leverage for funded debt
is significantly higher.

The two-notch downgrade of the CFR to Caa2 indicates Moody's view
that this level of liquidity and credit metrics is unsustainable
and that Eddie Bauer's earnings growth in 2017 will not be enough
to meaningfully improve its credit profile. It also reflects
Moody's expectation that the family recovery rate in an event of
default would be below the standard 50% and the application of
Moody's Loss Given Default Methodology.

Moody's took the following rating actions:

Issuer: Everest Holdings, LLC

Corporate Family Rating, downgraded to Caa2 from B3

Probability of Default Rating, downgraded to Caa1-PD from B3-PD

$225 Million Senior Secured First Lien Term Loan due 2020,
downgraded to Caa2 (LGD5) from Caa1 (LGD4)

Outlook, remains Stable

RATINGS RATIONALE

Eddie Bauer's Caa2 CFR reflects the company's weak credit metrics
and liquidity profile resulting from a sizable debt-financed
distribution to shareholders in 2014, combined with significantly
worse than anticipated operating performance. The rating also
reflects the company's volatile operating performance, fashion risk
associated with the business, and financial policy risk resulting
from Eddie Bauer's financial sponsor ownership. The rating is
supported by the company's well recognized brand name. Although it
has struggled with its identity in the past, beginning 2012 the
company has focused on apparel geared towards the active, outdoor
lifestyle which continues to be popular with consumers. However,
competition is stronger now than it was in the past as a result of
numerous companies focusing on the space.

The Caa2 rating on Eddie Bauer's $225 million senior secured term
loan is in line with the company's CFR and reflects its junior
position in the capital structure relative to the ABL facility. The
term loan is secured by a first priority lien on essentially all
assets of domestic subsidiaries (excluding accounts receivable and
inventory on which it has a second priority lien behind the ABL) as
well as a 2/3 pledge of foreign subsidiary stock. The term loan's
collateral position creates effective priority relative to the
company's unsecured obligations including trade payables and lease
rejection claims.

The stable outlook reflects the lack of near-dated maturities in
Eddie Bauer's capital structure and the expectation that the
company has sufficient liquidity to support Moody's projected cash
burn over the next 12-18 months.

A ratings upgrade would require a reversal of recent operating
trends including consistent top line and comp store sales, as well
as meaningfully higher EBITDA. An upgrade would require an improved
liquidity profile, including positive free cash flow generation and
EBIT/Interest expense above 1.0 times.

Ratings could be downgraded if Eddie Bauer fails to meaningfully
improve operating performance further stressing the company's
liquidity profile. Ratings could also be downgraded if it becomes
less likely that the company will be able to refinance or extend
the maturity on its ABL facility at least a year before it comes
due in June of 2019, or if an event of default (such as a
distressed exchange) becomes more likely.

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

Everest Holdings, LLC (dba "Eddie Bauer"), headquartered in
Bellevue, WA, is a holding company with operations under the Eddie
Bauer brand name. Eddie Bauer operates 325 stores in the US,
Canada, and Germany (as well as a joint venture in Japan) and
generated LTM revenue of approximately $745 million through April
1, 2017. It also manages a direct business and domestic and
international licensing partnerships. Eddie Bauer is owned by
Golden Gate Capital (Golden Gate).


FINCO I LLC: S&P Assigns 'BB-' ICR; Outlook Positive
----------------------------------------------------
S&P Global Ratings said it assigned its 'BB-' issuer credit rating
to FinCo I, an entity created in connection with the SoftBank
acquisition, which will be the debt issuing entity and a parent
company of Fortress post-acquisition.  The outlook is positive.

At the same time, S&P assigned its 'BB-' issue-level rating and '3'
recovery rating to the company's proposed $1.4 billion term  loan B
that has a 5-year maturity and $90 million revolving credit
facility that has a 4.5 year maturity.  The '3' recovery rating
reflects S&P's expectation for a meaningful (50%-70%; rounded
estimate: 50%) recovery for lenders in the event of a payment
default.

"Our 'BB-' issuer credit rating reflects our view of Fortress'
relatively high pro forma leverage, which we expect to moderate
somewhat over the next 12-18 months", said S&P Global Ratings
credit analyst Clayton Montgomery.  The rating also reflects
Fortress' good investment performance in its core strategies and
largely long-dated funds that are often not subject to redemptions.
However, S&P views Fortress' relatively limited diversification
versus higher-rated alternative asset manager peers and dependence
on incentive fees, which can deteriorate meaningfully in times of
stress, as weaknesses of the firm's credit profile.  S&P's rating
also incorporates one notch of uplift to the FinCo I LLC
stand-alone rating of 'b+'.  This notch is related to S&P's
assessment that Fortress is 'moderately strategic' to SoftBank.
This incorporates S&P's expectation that SoftBank may provide some
level of support to Fortress in a stress scenario, although S&P
currently do not have high enough conviction around the strategic
nature of this transaction to expect support in nearly all
circumstances.

S&P views Fortress' initial pro forma leverage of approximately
6.4x to be aggressive, especially compared with the minimal levels
of debt the firm previously carried over the last several years as
a public company.  However, S&P believes the terms of the proposed
debt issuance should facilitate a reduction of debt outstanding,
although the timing of this reduction is somewhat uncertain given a
meaningful portion of deleveraging will come from realizations from
private equity investments held on balance sheet ($822 million of
total investments on balance sheet as of
March 31, 2017 with approximately $500 million in legacy private
equity funds).  S&P's base-case expectation is for leverage to
decrease to around 6x by the end of 2017 and then to the mid 4x to
low 5x area by the end of 2018.

"Our expectations for deleveraging are built upon several factors.
We believe that, under SoftBank ownership, Fortress will be a
motivated seller of its balance sheet investments (under the terms
of the debt, 50% of after-tax net proceeds will be used to repay
debt), especially given that the maturity dates for several private
equity funds are approaching.  Additionally, we expect Fortress'
earnings to increase into 2018, given the firm's large balance of
gross accrued performance fees ($1.4 billion at
March 31, 2017) that are largely attributable to credit funds
outside of their investment periods.  We expect Fortress will be an
aggressive seller of credit assets over the next few years, given
the company's views of the environment, facilitating the
realization of this balance.  This increase in earnings should
result in some level of excess cash flow generation, which we
expect to be used partially for debt repayment," S&P said.

Despite S&P's relatively positive expectations for the firm's
earnings over 2017 and 2018, S&P only partially take this into
consideration, given S&P's EBITDA metric incorporates a five-year
average of net realized performance fees haircut by 50%.  S&P makes
this adjustment to reflect that performance fees can be volatile,
are usually subject to hurdle rates or high-water marks, and can
decline significantly during downturns.  Fortress derives a
substantial portion of its EBITDA from incentive fees (around 61%
of EBITDA in 2016), which S&P views negatively.

Fortress' overall assets under management (AUM) growth has been
relatively lackluster and largely dependent on the low-fee and only
slightly profitable Logan Circle business over the past several
years.  The terms of the proposed issuance include a dividend carve
out if the Logan Circle business is sold.  S&P views this carve out
unfavorably given no proceeds are required to go toward debt
repayment.  A sale of the business would also decrease Fortress'
diversity and future growth potential, in S&P's view.  S&P
continues to view Fortress as a relatively concentrated business
versus many of S&P's rated alternative managers given its
relatively high exposure to opportunistic credit strategies.  S&P
do not envision this changing meaningfully in the near term
although S&P has seen some growth in the firm's six permanent
capital vehicles (albeit mostly New Residential) which S&P views
favorably.  However, at the same time these vehicles grow,
Fortress' traditional private equity funds, which have
underperformed over time, have continued to roll off.

Excluding Logan Circle, much of Fortress' AUM is locked-up or has a
built-in function to keep the firm from being a forced seller
during times of stress.  S&P believes this increases the stability
of management fees and provides a level of permanence to the firm's
fee-related earnings that S&P views positively. Furthermore,
Fortress' investment performance has been very good in its credit
funds over time, which S&P views positively. Notably, the firm has
been able to deliver a double-digit net internal rate of return in
each of its private-equity style credit funds and also a solid
risk-adjusted return in its credit hedge funds (Drawbridge) over a
long period of time.  S&P's view of the strategic importance of
Fortress to SoftBank reflects S&P's view that, in a stress
scenario, there is some potential for SoftBank to provide capital
or liquidity support to Fortress.  Due to this, S&P makes a
positive one notch adjustment to its 'b+' stand-alone credit
profile to arrive at S&P's issuer credit rating of 'BB-'. S&P's
assessment is supported by its expectation that post-acquisition
Fortress will not be sold in the near term and that Fortress may
provide an important role in developing SoftBank's third-party
asset management capabilities.  However, several factors, including
the credit facility's lack of recourse to SoftBank, SoftBank's lack
of immediate integration plans for Fortress, and the lack of shared
brand names, limit S&P's view of the strategic importance of this
transaction.  S&P also notes that it do not have any track record
of SoftBank financially supporting a stressed business in the past
and the leveraged nature of this transaction also raises questions,
in S&P's opinion, about whether this transaction is more
opportunistic than strategic.

The term loan and revolving credit facility will also have an
unsecured guarantee by SB Sonic Holdco (UK) Limited, a SoftBank
owned entity that holds an equity investment in Social Finance Inc.
(SoFi), a private online lender.  S&P do not view this guarantee as
a substantial credit enhancement to the firm's credit profile given
S&P has limited insight around SoFi's sustainability as a business
and the future value of this investment.  S&P also notes that the
guarantee is not permanent--instead, once leverage decreases to
2.0x (under the company's net leverage calculation), the guarantee
will no longer be in place.  The guarantee also does not affect
S&P's opinion of Fortress' strategic importance to SoftBank given
that the guarantee is not from SoftBank Group Corp. but instead an
unrelated single investment likely of limited strategic
importance.

S&P's positive outlook reflects its expectation that there is at
least a one-third probability that S&P could upgrade the company
over the next 12-18 months given S&P's view that Fortress will
moderately deleverage to a somewhat less aggressive level in the
mid 4x to low 5x area.

S&P could revise the outlook to stable if it believes the company
will not sustainably reduce leverage to 5x or below over the next
12-18 months.  Additionally, while S&P do not believe a downgrade
is likely over the outlook horizon, it could lower the ratings if
S&P believes that the company will not reduce leverage comfortably
below 6x on a sustained basis.  S&P could also lower the ratings if
it observes a meaningful deterioration in investment performance
such that S&P believes the company's competitive advantage and
future earnings potential may be damaged.

If the company successfully executes on its deleveraging plans and
S&P believes it is on track to achieve and sustain leverage
comfortably and sustainably below 5x, S&P could upgrade the
company.  An upgrade would also depend on investment performance
remaining solid across Fortress' core strategies.

Ratings List
New Rating

FinCo I LLC
Issuer Credit Rating                   BB-/Positive/--    

New Rating

FinCo I LLC
Senior Secured
  US$1.4 bil Term Loan B bank ln due    BB-
  2022
   Recovery Rating                      3(50%)
  US$90 mil Revolving credit facility   BB-
  bank ln due 2021
   Recovery Rating                      3(50%)


FOCUS FINANCIAL: Moody's Keeps B1 CFR Amid Term Loan Upsize
-----------------------------------------------------------
Moody's Investors Service is maintaining the B1 corporate family
rating, Ba3 senior secured debt rating and B3 subordinated debt
rating of Focus Financial Partners, LLC (Focus) following the
company's announcement that it will be upsizing its first lien
term-loan facility by $40 million to $795 million. This
announcement follows the company's first time rating assignment on
May 8. The outlook on Focus' ratings is stable.

Net proceeds from the incremental term loan issuance will be used
in connection with the Stone Point Capital and KKR & Co investment
in Focus. Total debt for the company will be just over $1 billion,
in addition to a $250 million revolver which will remain undrawn at
the closing of this transaction.

RATINGS RATIONALE

Focus' B1 corporate family rating reflects its rapid growth and
reliance on financial leverage to become the leading consolidator
of wealth managers in the US. Following the term loan issuances
(including the $40 million upsizing), pro-forma leverage
(debt/EBITDA as calculated by Moody's) is expected to be roughly
6.5 times. This is a conservative estimate that does not take into
account the cash flows attributable to newly acquired partner firms
which Moody's expects will likely drive deleveraging for the
remainder of the year.

Moody's said that the following factors could lead to an upgrade:
deleveraging, sustaining debt/EBITDA below 5.0x and/or access to
diverse funding sources, including public markets. Conversely,
factors that could lead to a downgrade are: debt/EBITDA above 6.0x
for a sustained period; and/or deterioration in wealth management
fee rates or loss of pricing power.

Focus, founded in 2004, is headquartered in New York. The company
is a partnership of 47 autonomous wealth managers that caters to
high net worth individuals. Focus had revenues of approximately
$500 million in2016.

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


FREDERICKSBURG PARK: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
The Office of the U.S. Trustee on May 22 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Fredericksburg Park, LLC.

                 About Fredericksburg Park LLC

Based in Stafford, Virginia, Fredericksburg Park LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va.
Case No. 17-32287) on May 2, 2017.  The petition was signed by
Andrew S. Garrett, president of Garrett Development Corporation,
manager.  

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 Keith L. Phillips.  The Debtor hired
Chung & Press P.C. and Goodall, Pelt, Carper & Norton P.C. as legal
counsel.


FREE GOSPEL: July 24 Hearing on Disclosure Statement
----------------------------------------------------
The hearing to consider the approval of the Disclosure Statement
explaining the joint plan of reorganization filed by The Free
Gospel Church of The Apostles Doctrine and F.G. Development Corp.
will be held on July 24, 2017, at 10:00 a.m.

June 15, 2017, is fixed as the last day for filing and serving in
written objections to the Disclosure Statement.

Under the Plan, holders of Class 5 Unsecured Claims will be paid in
full over 84 months from the Effective Dates at the rate of
interest prescribed under 28 U.S.C. Section 1961 (presently 1%).
Commencing on the Effective Date the Allowed Unsecured Claims will
receive $867 monthly representing an 84 month distribution on a
base of $79,961.81 at 1.00% interest in full and complete
satisfaction of 100% of the face amount of their claims.  

The Church case would remain open and fund the remaining cash
distributions.  The adjoining parking lot property owned by F.G.
will be transferred to the Church case with a transfer of liens
owed upon it, and the purpose of same being to exempt the parking
lot property from P.G. County Taxes as a property upon which
religious services are conducted.  The Plan contemplates sales of
real properties by the Debtor free and clear of liens.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/mdb15-18209-199.pdf

          About The Free Gospel of the Apostles' Doctrine

The Free Gospel of the Apostles' Doctrine, a non-profit, was
founded Feb. 9, 1996, as a Pentecostal denominational church.

Free Gospel is closely connected with F.G. Development
Corporation.
F.G. Development guaranteed a loan to SMS Financial XXVI, LLC
("SMS") that was made to and for the benefit of Free Gospel.
After
Free Gospel defaulted on the loan, SMS looked to F.G. Development
for payment.

To stop SMS's collection efforts, The Free Gospel of the Apostles'
Doctrine filed a Chapter 11 bankruptcy petition (Bankr. D. Md.
Case
No. 15-18209) on June 9, 2015.  The petition was signed by
Antoinette Green-Snow as executive administrator.  The Debtor
estimated assets of $10 million to $50 million and debts of $1
million to $10 million.  Frank Morris, II, Esq., at Law Office of
Frank Morris II, serves as the Debtor's counsel.

On June 9, 2015, F.G. Development also filed bankruptcy (Case No.
15-18210), estimating $1 million to $10 million in assets.  F.G.
is
also represented by the Law Office of Frank Morris II.

Free Gospel and F.G. did not seek joint administration of their
Chapter 11 cases.

Judy A. Robbins, the U.S. Trustee for Region 4, told the U.S.
Bankruptcy Court for the District of Maryland that she has not
appointed creditors to serve on the official committee of unsecured
creditors in the Chapter 11 Bankruptcy case of The Free Gospel of
the Apostles Doctrine because the number of persons eligible and
willing to serve on the committee is presently insufficient.


FRIENDSHIP VILLAGE: Fitch Affirms BB- Rating on 3 Bond Tranches
---------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' rating on the following
Illinois Finance Authority Revenue Bonds issued on behalf of
Friendship Village of Schaumburg Obligated Group (FVS):

-- $63.8 million series 2005A;
-- $5.0 million series 2005B;
-- $33.6 million series 2010.

The Rating Outlook is Stable.

SECURITY

The bonds are supported by a pledge of gross revenues, a mortgage
interest in property and improvements, and a debt service reserve
fund.

KEY RATING DRIVERS

SOFT OCCUPANCY: FVS's independent living unit (ILU) occupancy
remained at a low 79% in fiscal 2017 despite continued apartment
consolidations. Occupancy challenges are attributed to a number of
smaller, less desirable, apartments on campus, as well as, high
levels of turnover in recent years. Assisted living unit (ALU) and
skilled nursing facility (SNF) occupancies of 88% and 82%,
respectively, were in line with prior years.

STABLE DEBT SERVICE COVERAGE: Debt service coverage has averaged
1.5x over the last four fiscal years and was the same in fiscal
2017(unaudited; year ended March 31, 2017), in line with the 'below
investment grade' (BIG) median of 1.6x. FVS continues to be heavily
reliant on SNF revenues, as well as entrance fee receipts, to meet
its debt service obligations.

WEAK LIQUIDITY: FVS's liquidity remains weak with 206 days cash on
hand (DCOH), 27.9% cash to debt and a 3.5x cushion ratio. All
ratios are unfavorable to Fitch's BIG medians of 256 DCOH, 34.9%
and 4.4x, respectively.

NON-OBLIGATED GROUP (OG) ACTIVITY: FVS's parent company (Friendship
Senior Options; FSO) has an affiliate, Friendship Village of Mill
Creek (dba Greenfields at Geneva (Greenfields)), which is
separately obligated on its own debt. Greenfields filed for Chapter
11 bankruptcy protection in April of 2017 and FSO was selected and
approved by bondholders as the initial bidder to acquire the
community for $52.8 million. A formal bidding process is expected
to take place in July.

RATING SENSITIVITIES

EXPOSURE TO SKILLED NURSING REVENUES: Given Friendship Village of
Schaumburg's (FVS) high reliance on skilled nursing revenues to
support operations, any deterioration in the payor mix, or
utilization patterns, which negatively impacts debt service
coverage may lead to negative rating pressure.

GREENFIELDS DEVELOPMENTS: Although FVS did provide initial support
to the Greenfields project, Fitch does not expect any additional
transfers from FVS to support other non-obligated activity under
FSO. Any transfer activity that negatively FVS's financial profile
would likely result in negative rating action.

CREDIT PROFILE

FVS is primarily a Type-B continuing care retirement community
(CCRC) currently consisting of 580 independent living apartments,
28 independent living cottages, 81 assisted living units, 25
assisted living dementia units, and 248 skilled nursing beds. The
community offers 90% and 50% refundable, as well as fully
amortizing contract types.

FVS is located in Schaumburg, IL, approximately 30 miles northwest
of downtown Chicago. In fiscal 2017, FVS reported total operating
revenues of $54.9 million.

Fitch uses the FVS obligated group financial statements in its
analysis. FSO is FVS's and Greenfields' sole corporate parent and
manages both communities but is not obligated on either entity's
debt outstanding. The consolidated organization also includes other
non-obligated entities including Friendship Village Neighborhood
Services and Friendship Senior Service Foundation. At unaudited
fiscal year ended March 31, 2017 the obligated group represented
77.2% of total assets and 60.6% of total revenues.

SOFT OCCUPANCY BUT ADEQUATE CASH FLOW

FVS's 106 move-ins in fiscal 2017 were offset by a very high 105
turnovers in the same year, resulting in flat occupancy compared to
the prior year. Management has been proactive about combining
smaller studio apartments in order to increase its inventory of
larger accommodations, which are desired by the market. However,
despite the consolidations, as well as a number of units being
taken out of service in 2017, ILU occupancy remained low at 79%.
Assisted living unit (ALU) and skilled nursing facility (SNF)
occupancies of 88% and 82%, respectively, were in line with
historical results.

Fitch notes FVS' high exposure to skilled nursing facility business
line at about 50% of revenues and its concentration to Medicare
(33% of SNF net revenues) and Medicaid (19% of SNF net revenues) in
this service line. Pressure on SNF census and revenues are elevated
for FVS, given governmental reimbursement limitations (especially
in Illinois) and modifications to short-stay rehabilitation care
management programs under Medicare.

While ILU occupancy remained flat, FVS exhibited improved operating
profitability due to better expense control, as evidenced by an
11.4% net operating margin (NOM) in fiscal 2017, ahead of the 5.7%
BIG median. However, stronger profitability was offset by somewhat
lower net entrance fee receipts of $6.1 million due to consistently
strong levels of turnover at the community, resulting in a 21.1%
NOM-adjusted, ahead of the 20.0% median, but below fiscal 2016
results.

WEAK LIQUIDITY BUT MODERATING DEBT BURDEN

FVS's unrestricted cash and investments of $28.4 million at March
31, 2017 equated to 206 DCOH, 27.9% cash to debt and a 3.5x cushion
ratio, all weaker than Fitch's BIG median ratios. The absolute
level of liquidity has remained relatively stable over the last
four fiscal years, however, growth in FVS's revenue and expense
base has resulted in a year-over-year decline in DCOH. FVS's
liquidity covenant requires at least 180 DCOH and management
continues to monitor the ratio closely. Breaching the DCOH covenant
does not constitute an event of default.

FVS's revenue growth over the past four fiscal years (13.2% overall
growth) has resulted in a moderation of the community's debt
burden. Maximum annual debt service (MADS) equated to just 14.9% of
fiscal 2017 revenues, compared to 17.0% in fiscal 2014 and
favorable to the BIG median of 15.8%. In addition, debt to net
available improved from 8.8x to 8.2x over the same period, and was
favorable to Fitch's 8.4x median.

NON-OG ACTIVITY

Greenfields filed for Chapter 11 bankruptcy protection in April of
2017, and FSO was selected and approved as the initial bidder to
acquire the community for $52.8 million. A formal bidding process
is expected to take place in July. Fitch does not expect the
developments at Greenfields to have a negative impact on FVS'
operations or financial profile.

Currently, FVS does not have the financial flexibility to transfer
funds to Greenfields without violating its own liquidity covenants.
Fitch notes that the only liquidity exposure that FVS has outside
the OG is a $2 million note receivable from FSO as part of a
liquidity support agreement for Greenfields executed in 2010.

DEBT PROFILE

As of March 31, 2017, FVS had $102.4 million in total long-term
debt. Its debt structure is 100% fixed rate, and includes $5
million in extendable-rate adjustable securities (EXTRAS). These
bonds were remarketed and reset on Feb. 15, 2014 for 5% on a five
year term (through Feb. 15, 2019). FVS has no swaps outstanding.

Covenant calculations for the March 31, 2017 period were 1.61x debt
service coverage (1.2x requirement) and 206.76 days cash on hand
(180 requirement).


FRONTIER COMMUNICATIONS: Moody's Cuts CFR to B2, Outlook Still Neg.
-------------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating (CFR) of Frontier Communications Corp. to B2 from B1 based
on the company's persistently weak operating trends. Performance
within its acquired California, Texas and Florida (CTF) markets
remains exceptionally weak, with sharp subscriber losses that have
led to sequential declines in quarterly EBITDA. Moody's has also
downgraded Frontier's probability of default rating (PDR) to B2-PD
from B1-PD, its secured rating to B1 from Ba3 and its unsecured
rating to B2 from B1. Frontier's speculative grade liquidity (SGL)
remains at SGL-2. The negative outlook remains unchanged due to
Moody's expectation of continued pressure on subscribers and
EBITDA.

Moody's believes that Frontier's leverage will be above 5x (Moody's
adjusted) at year end 2017, which is above Moody's limit of 4.75x
(Moody's adjusted) for Frontier's prior B1 rating. Frontier's
liquidity will improve as a result of its recent dividend cut,
which will allow for a modest cash build in 2017 and 2018. Frontier
has indicated its intent to issue additional secured debt in the
second quarter, which could improve its liquidity position further
and address most of its near term maturities prior to 2020. Moody's
views the dividend cut and potential secured debt issuance
positively, but these actions do not fully offset the pressure from
Frontier's weak operating performance. The company has identified
material cost synergies which could help offset the pressure on
EBTIDA, but full realization of these initiatives could take up to
three years. As Moody's has previously signaled, Frontier's narrow
equity cushion suggests the company has low leverage tolerance,
which limits the timeframe over which Frontier's credit metrics can
exceed Moody's targets. Moody's will consider a stable outlook if
Frontier's operating metrics improve and EBITDA stabilizes. Moody's
believes that management is taking action to reverse the company's
negative trajectory, but the timeframe for tangible results is
beyond the horizon to maintain the B1 CFR.

Downgrades:

Issuer: Frontier Communications Corporation

-- Probability of Default Rating, Downgraded to B2-PD from B1-PD

-- Corporate Family Rating, Downgraded to B2 from B1

-- Senior Secured Bank Credit Facility, Downgraded to B1(LGD 3)
    from Ba3 (LGD 3)

-- Senior Unsecured Regular Bond/Debenture, Downgraded to B2 (LGD

    4) from B1 (LGD 4)

Issuer: New Communications Holdings Inc.

-- Senior Unsecured Regular Bond/Debenture, Downgraded to B2 (LGD

    4) from B1 (LGD 4)

Outlook Actions:

Issuer: Frontier Communications Corporation

-- Outlook, Remains Negative

RATINGS RATIONALE

Frontier's B2 CFR reflects its large scale of operations, its
predictable cash flows and extensive network assets. Additionally,
the rating is supported by the company's improved ability to
generate cash following the reduction of its dividend payments.
These factors are offset by Frontier's declining revenues, EBITDA
and margins which result from secular decline and competitive
pressure. These issues are exacerbated by poor execution of the
integration of the CTF assets. Additionally, the ratings are
constrained by the risk that the company may not have the
discipline to continue to adequately invest in network
modernization.

Moody's believes Frontier will maintain good liquidity over the
next twelve months with $341 million of cash on hand at 3/31/2017
and an undrawn $850 million revolver. The credit agreement which
governs Frontier's revolver contains a leverage covenant and
Moody's expects the company will maintain a modest cushion on this
covenant over the next few quarters. Earlier this year, Frontier
amended its leverage covenant which now requires a maximum 5.25x
net debt to EBITDA (as defined in the credit agreement), stepping
town at Q2 2018 to 5.0x, again at Q2 2019 to 4.75x and returning to
4.5x in Q2 2020. A covenant breach could result in a loss of
borrowing ability under the revolver, although Moody's does not
anticipate Frontier requiring the facility following the dividend
cut, which will result in approximately $300-400 million in
additional retained cash annually.

Frontier has a manageable near term maturity profile with modest
annual maturities prior to 2020, when maturities ramp to $2.4
billion. In April, Frontier used cash available on hand to retire
$211 million of 8.25% senior notes which came due. The company has
$583 million of notes due in 2018 and $434 million of notes and
approximately $200 million (after scheduled amortization) of bank
debt due in 2019. Moody's expects Frontier to have the capacity to
address these maturities with a combination of cash on hand coupled
with revolver capacity. Also, Frontier previously announced that it
will pursue additional secured debt in the second quarter to
improve its liquidity and reduce upcoming maturities. Based on the
terms that govern its existing debt, Moody's estimates that
Frontier has approximately $3 billion of incremental secured debt
capacity.

The ratings for the debt instruments reflect both the probability
of default of Frontier, on which Moody's maintains a PDR of B2-PD,
and individual loss given default assessments. Moody's rates
Frontier's secured term loans B1 (LGD3), one notch above the
company's B2 CFR due to their enhanced collateral. The secured
debt, which consists of $2.1 billion of term loans and the $850
million revolver benefits from a pledge of the equity of certain
subsidiaries of Frontier which represent approximately half of
total EBITDA. Frontier has $850 million of structurally senior debt
held at various operating subsidiaries that is senior to the term
loan. Moody's rates Frontier's unsecured notes B2 (LGD4) in line
with the CFR as this $15 billion of debt represents the
preponderance of debt in the capital structure.

Frontier's plan to issue additional secured debt will not impact
the notching of the debt instruments as long as the company issues
$1.5 billion or less of additional secured term loans. This assumes
the priority of claims for the new secured debt is identical to
that of the existing term loans/revolver. If Frontier issues more
than $1.5 billion of additional secured debt as described above,
the rating for the unsecured class is likely to be downgraded to B3
from B2 due to the increase in subordination.

The negative outlook reflects the risk that Frontier may not be
able to reverse its unfavorable operating trends and that EBITDA
could continue to decline. Moody's could lower Frontier's ratings
if leverage is sustained above 5.5x (Moody's adjusted) or if free
cash flow is negative, on a sustained basis. Also, the ratings
could be lowered if the company's operating performance does not
improve, its liquidity deteriorates, if it engages in shareholder
friendly activities or if capital spending is reduced below the
level required to sustain the company's market position. Given the
company's weak fundamentals and the negative outlook, a ratings
upgrade is unlikely at this point. Moody's could stabilize
Frontier's outlook if the company's operating performance improves
such that broadband subscriber trends and EBITDA are stable and it
maintains or improves liquidity.

The principal methodology used in these ratings was
Telecommunications Service Providers published in January 2017.

Frontier is an Incumbent Local Exchange Carrier headquartered in
Norwalk, CT and the fourth largest wireline telecommunications
company in the US. In April of 2016, Frontier finalized the
acquisition of Verizon's wireline assets in California, Texas and
Florida. Pro forma for this transaction, Frontier will
approximately double in size and generate over $9 billion in annual
revenues.


FRONTIER COMMUNICATIONS: Moody's Rates New $1.5BB Term Loan B 'B1'
------------------------------------------------------------------
Moody's Investors Service has assigned a B1 to Frontier
Communications Corp.'s proposed $1.5 billion 7-year term loan B.
Moody's expects proceeds from the issuance will be used to repay
the company's near term maturities such that the transaction is
leverage neutral. The transaction improves Frontier's liquidity
position by addressing most of its maturities prior to 2020. All
other ratings for Frontier, including its B2 corporate family
rating and B2 unsecured notes rating remain unchanged. However, the
B2 rating on Frontier's unsecured notes would face downward
pressure if Frontier issues more than $1.5 billion of new term loan
debt (net of any term loan debt repaid). The outlook remains
negative.

The following rating was assigned:

Issuer: Frontier Communications Corporation

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

RATINGS RATIONALE

Frontier's B2 CFR reflects its large scale of operations, its
predictable cash flows and extensive network assets. Additionally,
the rating is supported by the company's improved ability to
generate cash following the reduction of its dividend payments.
These factors are offset by Frontier's declining revenues, EBITDA
and margins which result from secular decline and competitive
pressure. These issues are exacerbated by poor execution of the
integration of the CTF assets. Additionally, the ratings are
constrained by the risk that the company may not have the
discipline to continue to adequately invest in network
modernization.

Moody's believes Frontier will maintain good liquidity over the
next twelve months with $341 million of cash on hand at 3/31/2017
and an undrawn $850 million revolver. The credit agreement which
governs Frontier's revolver contains a leverage covenant and
Moody's expects the company will maintain a modest cushion on this
covenant over the next few quarters. Earlier this year, Frontier
amended its leverage covenant which now requires a maximum 5.25x
net debt to EBITDA (as defined in the credit agreement), stepping
town at Q2 2018 to 5.0x, again at Q2 2019 to 4.75x and returning to
4.5x in Q2 2020. A covenant breach could result in a loss of
borrowing ability under the revolver, although Moody's does not
anticipate Frontier requiring the facility following the dividend
cut, which will result in approximately $300-400 million in
additional retained cash annually.

The ratings for the debt instruments reflect both the probability
of default of Frontier, on which Moody's maintains a PDR of B2-PD,
and individual loss given default assessments. Moody's rates
Frontier's secured term loans B1 (LGD3), one notch above the
company's B2 CFR due to their enhanced collateral. The secured
debt, which consists of $3.6 billion of term loans (pro-forma for
debt raise) and the $850 million revolver benefits from a pledge of
the equity of certain subsidiaries of Frontier which represent
approximately half of total EBITDA. Frontier has $850 million of
structurally senior debt held at various operating subsidiaries
that is senior to the term loan. Moody's rates Frontier's unsecured
notes B2 (LGD4) in line with the CFR as this $15 billion of debt
represents the preponderance of debt in the capital structure.

The negative outlook reflects the risk that Frontier may not be
able to reverse its unfavorable operating trends and that EBITDA
could continue to decline. Moody's could lower Frontier's ratings
if leverage is sustained above 5.5x (Moody's adjusted) or if free
cash flow is negative, on a sustained basis. Also, the ratings
could be lowered if the company's operating performance does not
improve, its liquidity deteriorates, if it engages in shareholder
friendly activities or if capital spending is reduced below the
level required to sustain the company's market position. Given the
company's weak fundamentals and the negative outlook, a ratings
upgrade is unlikely at this point. Moody's could stabilize
Frontier's outlook if the company's operating performance improves
such that broadband subscriber trends and EBITDA are stable and it
maintains or improves liquidity.

The principal methodology used in this rating was
Telecommunications Service Providers published in January 2017.

Frontier is an Incumbent Local Exchange Carrier headquartered in
Norwalk, CT and the fourth largest wireline telecommunications
company in the US. In April of 2016, Frontier finalized the
acquisition of Verizon's wireline assets in California, Texas and
Florida. Pro forma for this transaction, Frontier will
approximately double in size and generate over $9 billion in annual
revenues.


FRONTIER COMMUNICATIONS: S&P Rates New $1.5BB Term Loan B 'BB'
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '1'
recovery rating to Norwalk, Conn.-based incumbent telephone
provider Frontier Communications Corp.'s proposed $1.5 billion
senior secured term loan B due 2024.  The '1' recovery rating
indicates S&P's expectation for very high (90% to 100%; rounded
estimate: 95%) recovery in the event of payment default.  The new
term loan will benefit from the same collateral that supports the
company's existing secured debt, which includes a pledge of stock
from subsidiaries that represent about 60% of consolidated EBITDA.
Net proceeds from the term loan will be used to repay upcoming debt
maturities and pay related fees and expenses.  While the facility
matures in 2024, there is a springing maturity if certain senior
notes within the capital structure have outstanding balances of
$500 million or more, starting in 2020.

At the same time, S&P revised its recovery rating on Frontier's
senior unsecured debt to '4' from '3'.  The 'B+' issue-level rating
is unchanged.  The '4' recovery rating indicates S&P's expectation
for average recovery (30% to 50%; rounded estimate: 45%) in the
event of payment default.  The revised recovery rating captures the
impact of the new secured debt issue, which reduces the amount
available to unsecured creditors in S&P's hypothetical default
scenario.

Frontier's 'B+' corporate credit rating is unchanged.  S&P expects
the new secured debt issuance, coupled with the company's recent
announcement that it would reduce its dividend, will improve its
discretionary cash flow generation and bolster its near-term
liquidity.  These factors should enable the company to reduce its
debt balances over the next few years.  Still, S&P's rating
continues to reflect the likelihood that operating and financial
results will be pressured in 2017 because of lower revenue and
EBITDA in the California, Texas, and Florida markets that were
acquired from Verizon in the first quarter of 2016.

RATINGS LIST

Frontier Communications Corp.
Corporate Credit Rating                         B+/Stable/--

New Rating
Frontier Communications Corp.
Senior Secured  
$1.5 bil. term loan B due 2024                  BB
Recovery Rating                                1(95%)

                                                To      From
Recovery Ratings Revised  
Frontier Communications Corp.            
Senior Unsecured                                B+      B+
Recovery Rating                                4(45%)   3(55%)


GULFMARK OFFSHORE: Moody's Cuts PDR to D-PD on Bankruptcy Filing
----------------------------------------------------------------
Moody's Investors Service downgraded Gulfmark Offshore, Inc.'s
Probability of Default Rating (PDR) to D-PD from Ca-PD/LD,
following the company's announcement that it voluntarily filed for
reorganization under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware on May 17, 2017.

Concurrently, Moody's affirmed Gulfmark's Corporate Family Rating
(CFR) of Ca and unsecured notes rating of C. The SGL-4 Speculative
Grade Liquidity (SGL) rating was also affirmed and the outlook
remains negative.

Downgrades:

Issuer: Gulfmark Offshore, Inc.

Probability of Default Rating, Downgraded to D-PD from Ca-PD/LD

Affirmations:

-- Corporate Family Rating, Affirmed at Ca

-- Speculative Grade Liquidity Rating, Affirmed at SGL-4

-- Senior Unsecured Notes, Affirmed at C (LGD5)

Outlook:

-- outlook, negative

RATINGS RATIONALE

The downgrade of Gulfmark's PDR to D-PD is a result of the
bankruptcy filing. Gulfmark's other ratings have been affirmed,
which reflects Moody's view on the potential overall family
recovery.

Shortly following this rating action, Moody's will withdraw all
ratings for the company consistent with Moody's practice for
companies operating under the purview of the bankruptcy courts
wherein information flow typically becomes much more limited.
(Please refer to the Moody's Investors Service's Policy for
Withdrawal of Credit Ratings, available on its website,
www.moodys.com)

The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in May 2017.

Gulfmark Offshore, Inc., headquartered in Houston, TX is a publicly
traded Corporation owns and operates a fleet of offshore support
vessels which engage in supporting the construction and
maintenance, drilling, and production facilities.


GULFMARK OFFSHORE: Unsecured Creditors to Get 100% Under Plan
-------------------------------------------------------------
GulfMark Offshore, Inc., filed with the U.S. Bankruptcy Court for
the District of Delaware a disclosure statement dated May 17, 2017,
for the Debtor's Chapter 11 plan of reorganization dated May 17,
2017.

Class 8 Interests are impaired by the Plan.  On the Effective Date,
all Interests will be cancelled and discharged without further
action by or order of the Court, and will be of no further force
and effect, whether surrendered for cancellation or otherwise, and
each holder of a Interest shall be entitled to receive its pro rata
share of (i) New Common Stock representing, in the aggregate, 0.75%
of the Reorganized GulfMark Equity, and (ii) the NewExisting Equity
Warrants.

Class 6 General Unsecured Claims are unimpaired by the Plan and the
holders are expected to recover 100%.

The Debtor is commencing this Solicitation after extensive
prepetition discussions with certain key creditor constituencies.
As a result of these negotiations, on May 15, 2017, the Debtor
entered into a restructuring support agreement with the Consenting
Noteholders.  Under the terms of the Restructuring Support
Agreement, the Consenting Noteholders agree, subject to the terms
and conditions of the Restructuring Support Agreement, to support
the Debtor's financial restructuring to be effected through the
Plan.

Although the Debtor has not yet obtained committed exit financing,
the Debtor, its advisors, and the advisors for the Consenting
Noteholders have been in advanced negotiations with both of the
Debtor's secured lending groups regarding the terms under which the
existing lenders are willing to lend to the Debtor after the
effective date of the Plan.  The Debtor is hopeful that it will
reach a resolution with its existing lenders in the near term.  If
the Debtor is unsuccessful in reaching a resolution with its
existing lender groups on such exit financing terms, it may seek
exit financing from other sources.

The Debtor and its advisors also continue to explore options to
deleverage the Debtor and maximize the value of its business.

After the approval of the applicable Rights Offering Procedures,
the Debtor will launch (a) a rights offering for New Common Shares
and New Noteholder Warrants to be conducted in reliance upon the
exemption from registration under the Securities Act provided by
Section 1145 of the U.S. Bankruptcy Code and (b) a rights offering
for the New Common Shares and New Noteholder Warrants to be
conducted in reliance upon the exemption from registration under
the Securities Act provided by Section 4(a)(2) thereof and
Regulation D thereunder, each subject to the Jones Act
Restrictions.

Pursuant to the Rights Offering Procedures, each holder of an
allowed Unsecured Notes Claim will be entitled to exercise its pro
rata share of subscription rights distributed to it under the Plan
to acquire the New Common Shares and New Noteholder Warrants in
accordance with the terms and conditions of the procedures
governing the 1145 Rights Offering.  In addition, each holder of an
allowed Unsecured Notes Claim as of the Record Date that is an
"accredited investor" will be entitled to exercise its pro rata
share of subscription rights distributed to it under the Plan to
acquire Common Shares and New Noteholder Warrants in accordance
with the terms and conditions of the procedures governing the
4(a)(2) Rights Offering.  Participation in the 4(a)(2) Rights
Offering will require certification by each participant that it is
an "accredited investor."  

The combined aggregate amount of proceeds to be received by the
Debtor under the two Rights Offerings will be $125 million.  On May
15, 2017, the Debtor entered into the Backstop Agreement with the
Commitment Parties.

The Debtor will use proceeds from the Rights Offerings, the
professional fee escrow account, and plus cash on hand to: (i)
provide additional liquidity for working capital and for general
corporate purposes; (ii) pay all Allowed Administrative Expense
Claims payable on or after the Effective Date; (iii) pay in cash in
full the DIP Intercompany Facility Claims; and (iv) fund
distributions under the Plan.

The Disclosure Statement is available at:

            http://bankrupt.com/misc/deb17-11125-49.pdf

The Plan was filed by the Debtor's counsel:

     Gary T. Holtzer, Esq.
     Ronit J. Berkovich, Esq.
     Debora A. Hoehne, Esq.
     WEIL, GOTSHAL & MANGES LLP
     767 Fifth Avenue
     New York, New York 10153
     Tel: (212) 310-8000
     Fax: (212) 310-8007

          -- and --

     Mark D. Collins, 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

                    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.

GulfMark Offshore, Inc. filed for bankruptcy protection (Bankr. D.
Del., Case No. 17-11125) on May 17, 2017.  Quintin V. Kneen,
president and chief executive officer, signed the petition.

As of March 31, 2017, the Debtor listed total assets of $1.07
billion and total debt of $737,131,000.

Mark D. Collins, Esq., Zachary I. Shapiro, Esq., Brett M. Haywood,
Esq. and Christopher M. De Lillo, Esq., of Richards, Layton &
Finger, P.A., as well as Gary T. Holtzer, Esq., Ronit J.
Berkovish,
Esq., and Debora A. Hoehne, Esq., of Weil Gotshal & Manges LLP
serve as counsel to the Debtor.  The Debtor has also tapped Blank
Rome LLP as corporate counsel; Alvarez & Marsal North America, LLC
as financial advisor; Evercore Group L.L.C. as investment banker;
Ernst & Young LLP as restructuring consultant; KPMG US LLP as
auditor and tax consultant; and Prime Clerk LLC as claims and
noticing agent.


HAE SUNG: Case Summary & 10 Unsecured Creditors
-----------------------------------------------
Debtor: Hae Sung Corp
        1424 Nostrand Ave
        Brooklyn, NY 11226

Business Description: The Debtor listed its business as a single
                      asset real estate (as defined in 11 U.S.C.
                      Section 101(51B)) having a fee simple
                      interest in a property located at 1424-1426
                      Nostrand Avenue, Brooklyn, NY 11226 (Two
                      adjacent, mixed-use buildings owned and
                      operated as a single unit) valued at
                      $2.5 million.

Case No.: 17-42591

Chapter 11 Petition Date: May 23, 2017

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Hon. Elizabeth S. Stong

Debtor's Counsel: Joel Alan Gaffney, Esq.
                  LAW OFFICE OF GREGORY MESSER, PLLC
                  26 Court Street, Suite 2400
                  Brooklyn, NY 11242
                  Tel: 718-858-1474
                  Fax: 718-797-5360
                  E-mail: joel.alan.gaffney@gmail.com
                          gremesser@aol.com

Total Assets: $2.50 million

Total Liabilities: $2.32 million

The petition was signed by Kwang Sook Kim, president.

A copy of the Debtor's list of 10 unsecured creditors is available
for free at http://bankrupt.com/misc/nyeb17-42591.pdf


HAIMIL REALTY: Proposes $1.5M Exit Financing From Millbrook Realty
------------------------------------------------------------------
Haimil Realty Corp. asks the U.S. Bankruptcy Court for the Southern
District of New York for authorization to obtain exit financing of
$1.5 million from Millbrook Realty Capital, LLC, upon the terms set
forth in an executed term sheet dated May 17, 2017.

The Debtor, in furtherance of confirming and consummating the
Debtor's first amended Chapter 11 plan of reorganization, entered
into negotiations with the Lender concerning the Exit Financing
required by the Debtor.  An initial term sheet was signed on March
24, 2017, providing for financing to the Debtor totaling
$1,365,000.  Over the course of the ensuing weeks, the Debtor and
the Lender entered into extensive arms-length negotiations with the
assistance of independent counsel concerning final financing terms
and mutually agreeable documentation concerning the Exit Financing.
As a result of a decrease in the purchase offer accepted by the
Debtor with regard to the Debtor's commercial condominium unit in
New York being put on sale, the Debtor subsequently requested that
the Lender increase the financing amount to $1.5 million.  The
Lender agreed and the final term sheet was signed.

The material terms of the Exit Financing are:

     (a) the Lender will advance the sum of $1.5 million to the
         Debtor at closing;

     (b) the outstanding principal balance shall bear interest at
         the rate of 10% per annum (provided however that should
         the Debtor effectively exercise its right to extend the
         initial term of the loan, the interest rate for the
         extension period will be the greater of 10% or six
         percentage points above the Prime Rate as published by
         Citibank, NA);

     (c) the repayment term is 12 months from the date of closing
         with a right in favor of the Debtor to extend the term
         for an additional six months upon the payment of a fee of

         0.5% of the loan amount;

     (d) the proceeds of the Exit Financing will be used, in the
         first instance, to satisfy any unpaid portion of the
         existing mortgage on the residential condominium unit
         owned by the Debtor located at 209 East 2nd Street, Unit
         7, New York, New York, to pay the Lender's fee and
         closing costs, and to set up an interest reserve, with
         the balance to be used at the Debtor's discretion;

     (e) the Debtor's obligations will be secured by a first
         priority mortgage on the Residential Unit, a pledge of
         the outstanding shares of the Debtor, the personal
         guarantee of Menachern Hairnovich and an assignment of
         leases and rents;

     (f) fees include a 3% origination fee, a 1% exit fee and a
         $7,500 loan fee;

     (g) the Exit Financing is contingent on the sale of the
         Commercial Unit; and

     (h) the Debtor will not be paying any brokerage commission in

         connection with the Exit Financing.

Copies of the Debtor's Motion and the Term Sheet are available at:

          http://bankrupt.com/misc/nysb14-11779-166.pdf
          http://bankrupt.com/misc/nysb14-11779-166-1.pdf

                   About Haimil Realty Corp.

Haimil Realty Corp., based in New York, filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 14-11779) on June 11, 2014,
in Manhattan.  The petition was signed by Menachem Haimovich,
president.  

In its schedules, the Debtor disclosed total assets of $5.57
million and total liabilities of $332,847.

Douglas J. Pick, Esq., at Pick & Zabicki LLP, serves as the
Debtor's counsel.  

                          *     *     *

The Court has entered an order approving the disclosure statement
explaining the Debtors First Amended Chapter 11 Plan of
Reorganization.  The Plan provides for the full payment of the
Debtor's pre- and post-petition obligations, with applicable
interest, if any.  Menachem Haimovich will retain his equity
interests in the Debtor.

The Plan is proposed to be implemented by way of a
post-confirmation sale of the commercial condominium unit owned by
the Debtor located at 209 East 2nd Street, Unit 1, New York, and
with the proceeds of the exit financing of the Debtor.  The Debtor
has entered into a purchase agreement, subject to the Court's
approval, to sell the condominium unit for $2,700,000.


HARTFORD COURT: Needs Until June 30 to File Plan
------------------------------------------------
Hartford Court Development, Inc., asks the U.S. Bankruptcy for the
Northern District of Illinois to extend the time within which it
must file a plan and disclosure statement to June 30, 2017.

The Court has entered an order requiring the Debtor to file a plan
by May 18, 2017.  The Debtor has filed objections to two proofs of
claim filed by creditors that total an amount in excess of
$3,460,000.  A hearing for the two claim objections is set for June
6.

The Debtor believes that a determination on the claim objection
will significantly impact the terms of the plan the Debtor will
propose.  The Debtor says that after determining the validity of
the claims, the Debtor will be in a position to propose a plan that
contains contingencies for the allowance or disallowance of those
claims.

The Debtor adds that it is in the process of preparing a plan and
disclosure statement and that it needs the short extension to
complete plan terms.

                 About Hartford Court Development

Hartford Court Development, Inc., is an Illinois corporation that
owns and manages 14 residential condominiums and their related
parking spaces, all located in the 5300 block of North Cumberland
Avenue, Chicago, IL.

Hartford Court Development filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 17-01356) on Jan. 17, 2017.  Paula Walega, the
company's president, signed the petition.  The Debtor estimated
assets and liabilities at $500,000 to $1 million.

The case is assigned to Judge Jack B. Schmetterer.

The Debtor is represented by David P. Lloyd, Esq. at David P.
Lloyd, Ltd.


HARVARD PILGRIM: Moody's Cuts Rating on $29MM Debt to 'Ba1'
-----------------------------------------------------------
Moody's Investors Service downgrades to Ba1, the rating assigned to
Harvard Pilgrim Health Care's (MA) debt issued through the
Massachusetts Development Finance Agency, affecting approximately
$29 million of rated debt outstanding. The rating outlook remains
negative.

Downgrade of the rating reflects Harvard Pilgrim's continued
operating losses, including operating losses for FY 2016 that came
in larger than expected. Although HPHC has demonstrated improvement
through the first quarter of FY 2017 and is generating results that
exceed budget, the organization continues to generate operating
losses in many market segments.

Rating Outlook

Maintenance of the negative outlook, despite improvement in
performance through three months FY 2017, reflects Moody's
expectations that Harvard Pilgrim will continue to generate losses
from operations, resulting in very low cash flow and potential
inability to cover debt service from operations.

Factors that Could Lead to an Upgrade

Stabilization and improvement of operating performance

Factors that Could Lead to a Downgrade

Continued operating losses

Decision to expand further resulting in increased start-up costs
or use of liquidity

Legal Security

Payments under the loan agreement are a general obligation of
Harvard Pilgrim. The bonds are not secured by a debt service
reserve fund. In 2000, HPHC issued a $29 million mortgage on one of
its facilities to the bond insurer as collateral for the bonds.

Use of Proceeds. Not applicable.

Obligor Profile

HPHC is a not-for-profit health insurer with a growing presence
throughout New England, including Massachusetts, Maine, New
Hampshire, and Connecticut. Massachusetts is its primary market,
and it is one of three major not-for-profit health insurers in
Massachusetts.

Methodology

The principal methodology used in this rating was U.S. Health
Insurance Companies published in May 2016.


HHGREGG INC: Committee Taps ASK LLP as Avoidance Claims Counsel
---------------------------------------------------------------
The official committee of unsecured creditors of Gregg Appliances
Inc. seeks court approval to hire ASK LLP as legal counsel.

In a filing with the U.S. Bankruptcy Court for the Southern
District of Indiana, the committee proposes to hire the firm to
assist in the investigation and prosecution of avoidance actions.

The firm will be compensated in accordance with this fee
arrangement:

     (a) ASK will earn legal fees on a contingency basis of 15% of

         the cash value of any recoveries, and the cash equivalent

         value of any waiver of a secured, priority or
         administrative claim obtained from a potential defendant
         of an avoidance action after the firm issues a demand
         letter but prior to initiating an avoidance action
         proceeding against the defendant.

     (b) ASK will earn legal fees on a contingency basis of 25% of

         the cash value of any recoveries, and the cash equivalent

         value of any waiver of a secured, priority or
         administrative claim obtained in connection with the
         settlement of any avoidance action after the firm
         initiates the proceeding but prior to obtaining a
         judgment.

     (c) ASK will earn legal fees on a contingency basis of 30% of

         the cash value of any recoveries and the cash equivalent
         value of any waiver of a secured, priority or
         administrative claim obtained from a defendant after the
         firm obtains a judgment.

Joseph Steinfeld, Jr., co-managing principal of ASK, disclosed in a
court filing that his firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.

In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Steinfeld disclosed that his firm has not agreed to any variations
from, or alternatives to, its standard or customary billing
arrangements.  

Mr. Steinfeld also disclosed that no professional of the firm has
varied his rate based on the geographic location of the bankruptcy
case, and that compensation is a contingency-based fee.

The firm can be reached through:

     Joseph Steinfeld, Jr.
     ASK LLP
     151 West 46th Street, 4th Floor
     New York, NY 10036
     Tel: 212-267-7342
     Fax: 212-918-3427

                        About hhgregg Inc.

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

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

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

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

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

                           *     *     *

hhgregg filed for Chapter 11 bankruptcy early in March, saying it
had signed a term sheet with an anonymous party to purchase the
assets of the Company, which is intended to allow the Company to
exit Chapter 11 debt free with significant improvement in
liquidity for the future stability of the business.  The Company
said at that time it expected a quick and smooth process through
Chapter 11 with emergence in approximately 60 days.

Ten days later, hhgregg said it has terminated the previously
announced nonbinding term sheet with the anonymous party because
the Company was unable to reach a definitive agreement on terms.
The Company said it continues to work with interested third
parties to purchase assets of the business.  hhgregg added it
had received strong interest from third parties interested in
buying some or all of the Company's assets.

Subsequently, hhgregg executed a consulting agreement with a
contractual joint venture comprised of Tiger Capital Group, LLC and
Great American Group, LLC to conduct a sale of the merchandise and
furniture, fixtures and equipment located at
the Company's retail stores and distribution centers.  On April 7,
hhgregg announced that the Bankruptcy Court approved
the Company's initiation of the process to liquidate the assets of
the Company commencing on April 8.  Specifically, the Court
approved, at the Company's request, a plan for the Company to close
132 retail stores and the Company's distribution centers.  

According to a disclosure with the Securities and Exchange
Commission in March, debtors Gregg Appliances, Inc. and HHG
Distributing, LLC entered into a Consulting Agreement with a
contractual joint venture between Tiger Capital Group and Great
American Group to conduct the sale of the merchandise and
furniture, fixtures and equipment located at the Company's 132
retail stores and the distribution centers. The approval of each of
this plan resulted from the Company's decisions to take the
necessary steps to liquidate the assets of the Company and its
subsidiaries as a part of the Chapter 11 proceedings.

The Company has said it does not anticipate any value will remain
from the bankruptcy estate for the holders of the Company's common
stock, although this will be determined in the continuing
bankruptcy proceedings.


HHGREGG INC: Seeks to Hire Altus Group as Tax Advisor
-----------------------------------------------------
hhgregg, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Indiana to hire Altus
Group US, Inc. as their tax advisor.

The Debtors propose to employ the firm as a professional used in
the ordinary course of their business.   

Altus Group's total estimated fee for the period beginning March 8,
2017, and ending on the later of December 31, 2017, or the
conclusion of any appeals in progress, is $49,525 for compliance
and administrative services.  

Other out-of-scope and exemption compliance services provided by
Altus Group professionals are billed at an additional hourly rate
of $250.

Patrick Broome, senior director of Altus Group, 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:

     Patrick M. Broome
     Altus Group US, Inc.
     910 Ridgebrook Road, Suite 200
     Sparks, MD 21152
     Tel: 416-641-9900
     Email: info@altusgroup.com

                        About hhgregg Inc.

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

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

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

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

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

                           *     *     *

hhgregg filed for Chapter 11 bankruptcy early in March, saying it
had signed a term sheet with an anonymous party to purchase the
assets of the Company, which is intended to allow the Company to
exit Chapter 11 debt free with significant improvement in
liquidity for the future stability of the business.  The Company
said at that time it expected a quick and smooth process through
Chapter 11 with emergence in approximately 60 days.

Ten days later, hhgregg said it has terminated the previously
announced nonbinding term sheet with the anonymous party because
the Company was unable to reach a definitive agreement on terms.
The Company said it continues to work with interested third
parties to purchase assets of the business.  hhgregg added it
had received strong interest from third parties interested in
buying some or all of the Company's assets.

Subsequently, hhgregg executed a consulting agreement with a
contractual joint venture comprised of Tiger Capital Group, LLC and
Great American Group, LLC to conduct a sale of the merchandise and
furniture, fixtures and equipment located at
the Company's retail stores and distribution centers.  On April 7,
hhgregg announced that the Bankruptcy Court approved
the Company's initiation of the process to liquidate the assets of
the Company commencing on April 8.  Specifically, the Court
approved, at the Company's request, a plan for the Company to close
132 retail stores and the Company's distribution centers.  

According to a disclosure with the Securities and Exchange
Commission in March, debtors Gregg Appliances, Inc. and HHG
Distributing, LLC entered into a Consulting Agreement with a
contractual joint venture between Tiger Capital Group and Great
American Group to conduct the sale of the merchandise and
furniture, fixtures and equipment located at the Company's 132
retail stores and the distribution centers. The approval of each of
this plan resulted from the Company's decisions to take the
necessary steps to liquidate the assets of the Company and its
subsidiaries as a part of the Chapter 11 proceedings.

The Company has said it does not anticipate any value will remain
from the bankruptcy estate for the holders of the Company's common
stock, although this will be determined in the continuing
bankruptcy proceedings.


HHGREGG INC: Taps Hilco IP Services as IP Advisor
-------------------------------------------------
hhgregg, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Indiana to hire an
intellectual property advisor.

The Debtors propose to hire Hilco IP Services, LLC to market and
sell their IP assets.  The firm will be paid a commission based on
a percentage of aggregate proceeds generated from the sale or other
dispositions of the assets:

     (i) 5% of the amount of aggregate net proceeds of up to $5
         million; plus

    (ii) 7.5% of the amount of aggregate net proceeds in excess of

         $5 million up to $10 million; plus

   (iii) 10% of the amount by which the aggregate net proceeds
         exceed $10 million.

David Peress, executive vice-president of Hilco, 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:

     David Peress
     Hilco IP Services, LLC
     d/b/a Hilco Streambank
     980 Washington Street, Suite 330
     Dedham, MA 02026
     Tel: 781-444-4940

                        About hhgregg Inc.

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

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

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

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

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

                           *     *     *

hhgregg filed for Chapter 11 bankruptcy early in March, saying it
had signed a term sheet with an anonymous party to purchase the
assets of the Company, which is intended to allow the Company to
exit Chapter 11 debt free with significant improvement in
liquidity for the future stability of the business. The Company
said at that time it expected a quick and smooth process through
Chapter 11 with emergence in approximately 60 days.

Ten days later, hhgregg said it has terminated the previously
announced nonbinding term sheet with the anonymous party because
the Company was unable to reach a definitive agreement on terms.
The Company said it continues to work with interested third
parties to purchase assets of the business.  hhgregg added it
had received strong interest from third parties interested in
buying some or all of the Company's assets.

Subsequently, hhgregg executed a consulting agreement with a
contractual joint venture comprised of Tiger Capital Group, LLC and
Great American Group, LLC to conduct a sale of the merchandise and
furniture, fixtures and equipment located at the Company's retail
stores and distribution centers.  On April 7, hhgregg announced
that the Bankruptcy Court approved the Company's initiation of the
process to liquidate the assets of the Company commencing on April
8.  Specifically, the Court approved, at the Company's request, a
plan for the Company to close 132 retail stores and the Company's
distribution centers.  

According to a disclosure with the Securities and Exchange
Commission in March, debtors Gregg Appliances, Inc. and HHG
Distributing, LLC entered into a Consulting Agreement with a
contractual joint venture between Tiger Capital Group and Great
American Group to conduct the sale of the merchandise and
furniture, fixtures and equipment located at the Company's 132
retail stores and the distribution centers. The approval of each of
this plan resulted from the Company's decisions to take the
necessary steps to liquidate the assets of the Company and its
subsidiaries as a part of the Chapter 11 proceedings.

The Company has said it does not anticipate any value will remain
from the bankruptcy estate for the holders of the Company's common
stock, although this will be determined in the continuing
bankruptcy proceedings.


HIGH PLAINS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: High Plains Computing, Inc.
          dba HPC Solutions
        1660 Lincoln Street, Suite 1400
        Denver, CO 80264

Business Description: High Plains Computing, Inc. dba HPC
                      Solutions -- http://www.hpc-solutions.net/
                      -- offers a broad portfolio of services and
                      solutions in Information Technology (IT),
                      Unified Communications, and Professional
                      Services for the government and healthcare
                      industries.  The Company works with
                      manufacturers of IT software, cloud
                      computing, collaboration, storage, and
                      integration.  It also offers a wide array of
                      professional services to include IT support
                      and developmental services, data management
                      services, network engineering, technical
                      subject matter experts, administrative
                      services, engineering, and more.

Case No.: 17-14819

Chapter 11 Petition Date: May 23, 2017

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Hon. Joseph G. Rosania Jr.

Debtor's Counsel: Lee M. Kutner, Esq.
                  KUTNER BRINEN, P.C.
                  1660 Lincoln St., Ste. 1850
                  Denver, CO 80264
                  Tel: 303-832-2400
                  E-mail: lmk@kutnerlaw.com

Estimated Assets: $100,000 to $500,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Roger Cree, CEO.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/cob17-14819.pdf


HUNTSMAN CORP: Moody's Puts Ba3 CFR Under Review for Upgrade
------------------------------------------------------------
Moody's Investors Service placed the rating of Huntsman Corporation
and Huntsman International LLC (Corporate Family Ratings of Ba3)
under review for upgrade following the announcement that the
company has agreed to undertake a merger of equals with Clariant AG
(Ba1 negative). Moody's also affirmed Huntsman's Speculative Grade
Liquidity Rating at SGL-2. The transaction has been approved by the
Boards of both companies and is subject to customary closing
conditions, including receipt of regulatory approvals, and approval
by the shareholders of both companies. The companies expect this
merger to be completed in the fourth quarter of 2017. Despite the
merger announcement, Huntsman intends to complete the planned IPO
of its pigments business (Venator LLC) over the next few months,
which should accelerate deleveraging at Huntsman and then at the
merged company.

"The merger with Clariant will significantly increase Huntsman's
size and diversity by adding a number of higher margin specialty
businesses including Catalysts and Care Chemicals," stated John
Rogers Senior Vice President at Moody's. "Additionally, the IPO of
Huntsman's pigments business could generate substantial proceeds
that could be used for deleveraging.

Ratings under review for upgrade:

Issuer: Huntsman Corporation

-- Corporate Family Rating at Ba3

-- Probability of Default Rating at Ba3-PD

Issuer: Huntsman International LLC

-- Corporate Family Rating at Ba3

-- Probability of Default Rating at Ba3-PD

-- Senior Secured Bank Credit Facility at Ba2 (LGD2)

-- Senior Unsecured Regular Bond/Debenture at B1 (LGD5)

Ratings affirmed:

Issuer: Huntsman International LLC

Speculative grade liquidity assessment at SGL-2

Outlook Actions:

Issuer: Huntsman Corporation

-- Outlook, Changed to under review from stable

Issuer: Huntsman International LLC

-- Outlook, Changed to under review from stable

RATINGS RATIONALE

The review for upgrade will focus on the combined company's ability
to generate synergies and reduce debt, prior to, and in the first
12-18 months after the merger, especially given the expected IPO of
Venator during the summer of 2017. In addition, it will examine the
merged company's plans for dividend growth, capital spending,
shareholder remuneration, as well as management's longer term
targets for financial metrics, along with the potential size and
scope of future acquisitions.

The affirmation of the SGL-2 Speculative Grade Liquidity Rating
reflects good liquidity at Huntsman based upon over $450 million of
cash on its balance sheet, the expectation for $300-400 million in
free cash flow in 2017 and access to upwards of $800 in committed
facilities. The SGL rating does not include expected proceeds from
the IPO of the pigments business, which could cause cash balances
to be much higher than current levels at times prior to the end of
2018.

The combined company expects to generate over $400 million in
synergies within the next three years, despite limited overlap in
raw materials and end markets. The company expects to incur over
$500 million of costs to achieve these synergies, mostly in 2017
and 2018.

The two companies, based on December 31, 2016 data, had combined
sales of $15.6 billion, EBITDA of $1.94 billion, balance sheet debt
of over $7 billion and cash of $1.8 billion. Moody's adjusted pro
forma financial metrics include Debt/EBITDA of 4.2x and Net
Debt/EBITDA of 3.5x with synergies. Huntsman's IPO of Venator
(Pigments business) could potentially generate $2 billion of
proceeds, which could be used for de-leveraging. Use of all
proceeds for deleveraging would result in the combined company's
leverage falling well below 3.0x by the end of 2018. Management of
both Huntsman and Clariant have expressed interest in achieving
investment grade ratings. Moody's expects to conclude its review
after receipt of regulatory and shareholder approvals.

The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013.

Huntsman Corporation (Huntsman) is a global manufacturer of
differentiated and commodity chemical products. Huntsman's products
are used in a wide range of applications, including adhesives,
aerospace composites, automotive & construction products, durable
and non-durable consumer products, electronics, medical, packaging,
paints and coatings, refining and synthetic fibers. Huntsman has
revenues of almost $10 billion. Huntsman International LLC (HI) is
the primary issuer of debt.

Headquartered in Muttenz, Switzerland, Clariant AG is a leading
international specialty chemicals group with four main businesses:
Care Chemicals, Catalysis, Natural Resources and Plastics &
Coatings. In 2016, Clariant reported revenues of approximately
CHF5.8 billion (roughly USD$6 billion) from continuing operations.


I LOAD: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: I Load, Inc.
        2118 S. Wolf Road
        Des Plaines, IL 60018

Case No.: 17-16011

Business Description: Iload is trucking company providing freight
                      transportation services and hauling.

Chapter 11 Petition Date: May 23, 2017

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

Judge: Hon. LaShonda A. Hunt

Debtor's Counsel: David R Herzog, Esq.
                  HERZOG & SCHWARTZ, P.C.
                  77 W Washington Suite 1400
                  Chicago, IL 60602
                  Tel: 312-977-1600
                  E-mail: drhlaw@mindspring.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kinga Politanska, president.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb17-16011.pdf


IASIS HEALTHCARE: Moody's Puts B2 CFR Under Review
--------------------------------------------------
Moody's Investors Service placed the ratings of IASIS Healthcare
LLC (IASIS) under review direction uncertain, including the
company's B2 Corporate Family Rating and B2-PD Probability of
Default Rating. This action follows the announcement that IASIS has
agreed to merge with Steward Health Care LLC (not rated). Moody's
also affirmed the SGL-2 rating.

Terms of the transaction were not disclosed. However Medical
Properties Trust (MPT) said that it is investing $1.4 billion to
acquire the interests of substantially all of IASIS's hospital real
estate subject to long-term leases and loans with Steward. Under
the terms of the merger agreement, cash proceeds from MPT and other
financing sources will be used to retire IASIS's senior secured
term loans and unsecured notes, with remaining cash proceeds to be
paid to IASIS equity holders, including its majority stockholder,
TPG Capital.

The review will focus on the ultimate credit quality of the merged
company. While IASIS will become part of a larger entity -- with
pro forma revenue more than doubling to roughly $8 billion -- key
financial metrics, including leverage, cash flow and interest
coverage are unknown at this time.

The transaction is expected to close in the third quarter of 2017,
subject to regulatory review and customary closing conditions. If
all of IASIS's debt is repaid, Moody's will likely withdraw all
ratings on IASIS at the close of the transaction.

Ratings placed on review direction uncertain

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

Senior secured bank credit facility at Ba3 (LGD 2)

Senior unsecured notes at Caa1 (LGD 5)

Ratings affirmed:

Speculative Grade Liquidity Rating at SGL-2

RATINGS RATIONALE

IASIS' B2 Corporate Family Rating (on review direction uncertain)
reflects Moody's expectation that the company will continue to
operate with very high financial leverage. The B2 also reflects
IASIS' weak free cash flow, which will likely remain negative over
the next 12-18 months. This is due, in part, to a very significant
investment in new system-wide IT systems. The ratings are also
constrained by the company's high geographic concentration, with
about 90% of its acute care hospital revenue generated in three
states (Arizona, Texas and Utah). It also has over 80% of its
HealthChoice managed care operation generated from Medicaid
contracts in Arizona. Despite the geographic concentration, IASIS
has a strong competitive presence in its core markets and manages a
significant number of lives in its managed care contracts.

IASIS Healthcare LLC, a wholly owned subsidiary of IASIS Healthcare
Corporation (collectively IASIS) is an owner operator of acute care
hospitals in high growth urban and suburban markets. Headquartered
in Franklin, Tennessee, IASIS operates 17 acute care hospitals and
one behavioral health hospital across six states. IASIS also owns
and operates Health Choice, a managed care operation that includes
health plans, third party management and administrative services
(MSO) and accountable care network development and management. TPG,
JLL Partners, and Trimaran Fund Management hold approximately
74.4%, 18.8%, and 6.8%, respectively, of the equity interests of
IASIS Investment LLC, the majority owner of IASIS Healthcare
Corporation. IASIS generated approximately $3.29 billion in revenue
for the twelve months ended December 31, 2016.

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


INT'L RENTALS: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
The Office of the U.S. Trustee on May 22 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of International Rentals
Corporation.

                About International Rentals Corp

International Rentals Corporation, a single asset real estate,
filed a Chapter 11 petition (Bankr. D. Md. Case No. 17-15505) on
April 20, 2017.  Jose A. Reig, president, signed the petition.  The
case is assigned to Judge Lori S. Simpson.  The Debtor is
represented by Steven H. Greenfeld, Esq., at Cohen, Baldinger &
Greenfeld, LLC.  At the time of filing, the Debtor estimated assets
and liabilities between $1 million and $10 million.


KAR AUCTION: Debt Upsize No Impact on Moody's B1 CFR
----------------------------------------------------
Moody's Investors Service said that KAR Auction Services, Inc.'s
(KAR) B1 Corporate Family Rating, the Ba2 and B3 ratings for its
senior secured credit facilities and senior notes, respectively,
and its stable ratings outlook are not affected by the company's
plans to increase the size of its new senior secured term loans and
senior notes that will increase total debt by $300 million.


KAR AUCTION: Moody's Affirms B1 CFR, Rates New Sr. Secured Debt Ba2
-------------------------------------------------------------------
Moody's Investors Service affirmed KAR Auction Services, Inc.'s
(KAR) B1 Corporate Family Rating (CFR), upgraded the rating for its
existing senior secured credit facilities to Ba2, from Ba3, and
assigned a Ba2 rating to the new senior secured credit facilities
and a B3 rating to its $800 million of new senior unsecured notes.
KAR's SGL-1 Speculative Grade Liquidity rating was also affirmed.
The ratings have a stable outlook. The company will use the
proceeds from senior notes and new credit facilities to refinance a
portion of indebtedness under its existing senior secured credit
facilities. The ratings are subject to the review of final
documentation, closing amounts and the terms of borrowing.

RATINGS RATIONALE

Moody's expects KAR's total debt to remain unchanged upon the close
of the transactions. The affirmation of the B1 CFR reflects Moody's
expectations for strong EBITDA growth over the next 12 to 18 months
and total debt to EBITDA (Moody's adjusted) in the 5x to 5.5x range
over this period.

The B1 CFR reflects KAR's large scale and leading market position
in the used and salvage vehicles auction services industry. KAR
will continue to benefit from growth in supply of vehicles at its
whole car and salvage vehicle auction segments over the next 12 to
24 months. Although declining average used car prices will temper
consolidated revenue growth, the mix shift toward higher value
vehicles should mitigate the impact. Moody's expects KAR's organic
revenue growth in the mid-single digit rates over the next 12
months. The ratings are constrained by KAR's high financial
leverage. Moody's expects KAR to generate free cash flow of
approximately 5% of total debt over the next 12 to 18 months.

The stable ratings outlook reflects KAR's strong EBITDA growth and
good free cash flow relative to total debt. Moody's expects KAR's
total debt to EBITDA to remain in the range of 5x to 5.5x (Moody's
adjusted) over the next 12 to 18 months.

The SGL-1 rating reflects KAR's very good liquidity supported by
revolving credit facility, cash balances and free cash flow.

The Ba2 rating for the senior secured debt benefits from the
sizeable amount of new junior debt in the capital structure.

Moody's could upgrade KAR's ratings if the company maintains good
earnings growth, total debt to EBITDA (Moody's adjusted) is
sustained under 4.5x and free cash flow increases to the high
single digit percentages of total debt. The ratings could be
downgraded if total debt to EBITDA (Moody’s adjusted) increases
to 6x or free cash flow declines to the low single digit
percentages of total debt for an extended period of time from weak
revenue growth, erosion in EBITDA margins or large debt-financed
acquisitions or shareholder returns.

The following ratings were affirmed:

Issuer: KAR Auction Services, Inc.

-- Corporate Family Rating, B1

-- Probability of Default Rating, B1-PD

-- Speculative Grade Liquidity Rating, SGL-1

Assignments:

Issuer: KAR Auction Services, Inc.

-- New senior secured term loan due 2021, Ba2 (LGD2)

-- New senior secured term loan due 2023, Ba2 (LGD2)

-- New senior notes due 2025, B3 (LGD5)

Upgrades:

Issuer: KAR Auction Services, Inc.

-- Existing senior secured credit facilities, Ba2 (LGD2), from
    Ba3 (LGD3)

Outlook Actions:

Issuer: KAR Auction Services, Inc.

-- Outlook, Stable

KAR is a leading provider of vehicle auction services in North
America and the UK.

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



KAR AUCTION: S&P Assigns 'B' Rating on New US$800MM Unsec. Notes
----------------------------------------------------------------
S&P Global Ratings, on May 22, 2017, assigned its 'B' issue-level
rating and '6' recovery rating to Carmel, Ind.-based KAR Auction
Services Inc.'s new $800 million senior unsecured notes due 2025.
The '6' recovery rating indicates S&P's expectation that lenders
will receive negligible recovery (0%-10%; rounded estimate: 5%) in
the event of a default.

At the same time, S&P raised its issue-level rating on the
company's existing revolver due 2021, term loan B-2 due 2021, and
term loan B-3 due 2023 to 'BB' from 'BB-' and revised S&P's
recovery rating on the facilities to '2' from '3'.  The '2'
recovery rating indicates S&P's expectation for substantial
(70%-90%; rounded estimate: 70%) recovery in the event of a payment
default.

S&P raised its issue ratings on KAR's secured debt to reflect S&P's
expectation that the company will use all of the proceeds from its
new $800 million senior unsecured notes to reduce a significant
portion of the outstanding borrowings under both of its term loans.
Moreover, the company intends to reprice the remainder of its
existing term loans and increase its revolving credit facility's
commitment to $350 million.

S&P's 'BB-' corporate credit rating on KAR is based on S&P's
aggressive assessment of the company's financial risk profile,
which reflects its positive but somewhat volatile free operating
cash flow.  S&P assess the company's business risk profile as fair
because of its established positions in the whole-car and salvage
auction markets, which are somewhat mitigated by its business
concentration in North America and its strategic focus on growing
through acquisitions.

RATINGS LIST

KAR Auction Services Inc.
Corporate Credit Rating           BB-/Stable/--

New Ratings

KAR Auction Services Inc.
$800M Snr Unsecd Nts Due 2025     B
  Recovery Rating                  6(5%)

Ratings Raised; Recovery Ratings Revised
                                   To                 From
KAR Auction Services Inc.
Secured Debt
  Revolver Due 2021                BB                 BB-
   Recovery Rating                 2(70%)             3(50%)
  Term Loan B-2 Due 2021           BB                 BB-
   Recovery Rating                 2(70%)             3(50%)
  Term Loan B-3 Due 2023           BB                 BB-
   Recovery Rating                 2(70%)             3(50%)


KAR AUCTION: S&P Lowers Rating on Secured Credit Facilities to BB-
------------------------------------------------------------------
S&P Global Ratings, on May 23, 2017, lowered its issue-level rating
on KAR Auction Services Inc.'s revolving credit facility due 2021,
term loan B-2 due 2021, and term loan B-3 due 2023 to 'BB-' from
'BB' and revised its recovery rating on the facilities to '3' from
'2'.  The '3' recovery rating indicates S&P's expectation for
meaningful (50%-70%; rounded estimate: 65%) recovery in the event
of a payment default.

S&P lowered its issue-level rating on KAR's secured debt to reflect
that the company will reduce the amount outstanding under its B-3
term loan by less than what S&P had previously expected. The
company also intends to reprice the remainder of its existing term
loans and increase its revolving credit facility's commitment to
$350 million.

S&P now expects that the company will issue $950 million, instead
of $800 million, of senior unsecured notes due 2025.  However,
S&P's ratings on the unsecured notes remain unchanged.

S&P's 'BB-' corporate credit rating on KAR is based on S&P's
aggressive assessment of the company's financial risk profile,
which reflects its positive but somewhat volatile free operating
cash flow.  S&P assess the company's business risk profile as fair
because of its established positions in the whole-car and salvage
auction markets, which are somewhat mitigated by its business
concentration in North America and its strategic focus on growing
through acquisitions.

RATINGS LIST

KAR Auction Services Inc.
Corporate Credit Rating           BB-/Stable/--

Ratings Lowered; Recovery Rating Revised
                                   To                 From
KAR Auction Services Inc.
Secured Debt
  Revolver Due 2021                BB-                BB
   Recovery Rating                 3(65%)             2(70%)
  Term Loan B-2 Due 2021           BB-                BB
   Recovery Rating                 3(65%)             2(70%)
  Term Loan B-3 Due 2023           BB-                BB
   Recovery Rating                 3(65%)             2(70%)


KATY INDUSTRIES: Hires JND Corporate as Claims and Noticing Agent
-----------------------------------------------------------------
Katy Industries, Inc., and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ JND Corporate Restructuring as claims and noticing agent,
nunc pro tunc to May 14, 2017.

The Debtors require JND to:

     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, including (i) notice of any claims bar date, (ii) notices of
transfers of claims, (iii) notices of objections to claims and
objections to transfers of claims, (iv) notices of any hearings on
a disclosure statement and confirmation of the Debtors' plan or
plans of reorganization, including under Bankruptcy Rule 3017(d),
(v) notice of the effective date of any plan and (vi) all other
notices, orders, pleadings, publications and other documents as the
Debtors or Court may deem necessary or appropriate for an orderly
administration of these cases;

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

     c. maintain (i) a list of all potential creditors, equity
holders and other parties-in-interest; and (ii) a "core" mailing
list consisting of all parties described in Bankruptcy Rule
2002(i), (j) and (k) and those parties that have filed a notice of
appearance pursuant to Bankruptcy Rule 9010; update said lists and
make said lists available upon request by a party-in-interest or
the Clerk;

     d. furnish a notice to all potential creditors of the last
date for the filing of proofs of claim and a form for the filing of
a proof of claim, after such notice and form are approved by this
Court, and notify said potential creditors of the existence, amount
and classification of their respective claims as set forth in the
Schedules, which may be effected by inclusion of such information
(or the lack thereof, in cases where the Schedules indicate no debt
due to the subject party) on a customized proof of claim form
provided to potential creditors;

     e. maintain a post office box or address for the purpose of
receiving claims and returned mail, and process all mail received;

     f. for all notices, motions, orders or other pleadings or
documents served, prepare and file or 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 received, including those
received by the Clerk's Office, and check said processing for
accuracy, and maintain the original proofs of claim in a secure
area;

     h. maintain the official claims register for the Debtors (the
"Claims Register") on behalf of the Clerk; upon the Clerk's
request, provide the Clerk with certified, duplicate unofficial
Claims Register; and specify in the Claims Register 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.), and (vi) any disposition of
the claim;

     i. implement necessary security measures to ensure the
completeness and integrity of the Claims Register 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 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
these cases as directed by the Debtors or the Court, including
through the use of a case website and/or call center;

     o. if these cases are converted to chapter 7, contact the
Clerk's Office within three days of the notice to the Claims Agent
of entry of the order converting these cases;

     p. 30 days prior to the close of these cases, to the extent
practicable, request that the Debtors submits to the Court a
proposed Order dismissing the Claims 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 these cases; and

     r. at the close of these cases, (i) box and transport all
original documents, in proper format, as provided by the Clerk's
Office, to (A) the Philadelphia Federal Records Center, 14700
Townsend Road, Philadelphia, PA 19154 or (B) any other location
requested by the Clerk’s Office; and (ii) docket a completed
SF-135 Form indicating the accession and location numbers of the
archived claims.

JND will be paid at these hourly rates:
  
     Clerical                      $31.50-$40.50
     Case Assistant                $58.50-$76.50
     IT Manager                    $63-$85.50
     Case Consultant               $85.50-$130.50
     Senior Consultant             $139.50-$148.50
     Case Director                 $157.50-$175.50
     Public Securities Director    $205
     
Before the Petition Date, the Debtors provided JND a retainer in
the amount of $35,000.

The Debtors respectfully request that the reasonable and undisputed
fees and expenses incurred by the Claims Agent in the performance
of the above services be treated as administrative expenses of the
Debtors' estates.

Travis K. Vandell, chief executive officer of JND Corporate
Restructuring, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.

JND may be reached at:

    Travis K. Vandell
    JND Corporate Restructuring
    8269 E. 23rd Avenue, Suite 275
    Denver, CO 80238
    Phone: (855) 812-6112
    E-mail: travis.vandell@JNDLA.com
   
                    About Katy Industries

Katy Industries, Inc. -- http://www.katyindustries.com/-- a
publicly traded Delaware corporation, and its wholly-owned direct
and indirect subsidiaries ("Company"), were organized as a Delaware
corporation in 1967.  The Company is a well-known manufacturer,
importer, and distributor of commercial cleaning and consumer
storage products as well as a contract manufacturer of structural
foam products.  It distributes its products across  the United
States and Canada.   It is best known for such brands as
Continental, Huskee, Color Guard, Wilen, Muscle Mop, Contico,
Tuffbin, and SilverWolf, among many others.  

The Company operates three manufacturing facilities located in
Jefferson City, Missouri, Tiffin, Ohio, and Fort Wayne, Indiana,
with its corporate headquarters located in St. Louis, Missouri.

Katy Industries, Inc., and its affiliates filed a voluntary
petition for relief under the Bankruptcy Code (Bankr. D. Del. Lead
Case No. 17-11101) on May 14, 2017.
The petitions were signed by Lawrence Perkins, chief restructuring
officer.

Katy Industries disclosed assets at $821,321 and liabilities at
$58,421,346.

The Debtors tapped Stuart M. Brown, Esq., at DLA Piper LLP (US) as
counsel.


KMG CHEMICALS: Moody's Assigns B2 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service assigned first-time ratings to KMG
Chemicals, Inc., including a B2 Corporate Family Rating ("CFR").
Moody's assigned B2 ratings to the company's proposed senior
secured credit facilities, including an undrawn $50 million first
lien senior secured revolving credit facility and $550 million
first lien senior secured term loan. Proceeds from the funded debt
will be used to fund the purchase of Flowchem LLC for $495 million,
repay borrowings under KMG's existing revolving credit facility,
and pay transaction-related fees and expenses. The rating outlook
is stable.

Assignments:

Issuer: KMG Chemicals, Inc.

-- Corporate Family Rating, Assigned B2

-- Probability of Default Rating, Assigned B2-PD

-- Speculative Grade Liquidity, Assigned SGL-2

-- Senior Secured Revolving Credit Facility, Assigned B2 (LGD3)

-- Senior Secured Term Loan B, Assigned B2 (LGD3)

Outlook Actions:

Issuer: KMG Chemicals, Inc.

-- Outlook, Assigned Stable

"KMG's track record integrating previous acquisitions and solid
expected cash flow generation helps offset the high financial
leverage expected following the debt-funded acquisition of
Flowchem," said Ben Nelson, Moody's Vice President -- Senior Credit
Officer and lead analyst for KMG Chemicals, Inc.

RATINGS RATIONALE

The B2 CFR is constrained by high financial leverage, modest
organic growth prospects, and an acquisition-driven growth
strategy. KMG has developed a good track record buying and selling
chemical businesses over the past twenty years with an emphasis on
mature, niche products. The current portfolio includes businesses
in three categories: electronic chemicals, industrial lubricants,
and wood treatment chemicals. KMG's products represent a small
percentage of customers' costs, which has helped the company expand
profitability, and low capital intensity helps it generate solid
cash flow. The rating also benefits from the company's successful
track record integrating acquisitions and incorporates tolerance
for continued acquisition activity within an overall trajectory of
deleveraging in the medium term.

Moody's estimates interest coverage in the mid-2 times
(EBITDA/Interest) and financial leverage in the mid-to-high 5 times
(Debt/EBITDA) on a pro forma basis for the acquisition.
Management's definition, which include more add-backs to EBITDA,
calculates leverage in the low 5 times over the same horizon.
Moody's expects adjusted financial leverage to trend below 5 times
based on modest expected improvement in EBITDA and free cash flow
generation over the next 12-18 months. The rating assumes that the
company will generate retained cash flow of at least 8% (RCF/Debt)
and $15 million of free cash flow over the next year.

KMG has greater potential to improve its credit ratings in the
near-term compared to most B-rated chemical companies -- many of
which are privately-owned. KMG filed a shelf registration for $200
million and has a publicly-stated leverage target of 3.5x
Debt/EBITDA. The ratings incorporate some discretionary debt
reduction funded with internally-generated cash flow, but do not
incorporate an acceleration of debt reduction funded with the
issuance of equity. Moody's likely would upgrade the company's
ratings if KMG raises sufficient equity to reduce adjusted
financial leverage below 5 times Debt/EBITDA.

The stable outlook assumes that the company will maintain adjusted
financial leverage comfortably below 6 times (Debt/EBITDA) over the
rating horizon, generate positive free cash flow, and maintain a
good liquidity position. Moody's could upgrade the rating with
expectations for adjusted financial leverage sustained comfortably
below 5 times, assuming that KMG continues to target leverage of
3.5x, and retained cash flow comfortably above 10% (RCF/Debt).
Moody's could downgrade the rating with expectations for adjusted
financial leverage above 6 times, negative free cash flow
generation, or a substantive deteriorating in liquidity.

KMG Chemicals, Inc., through its subsidiaries, produces and
distributes specialty chemicals -- including electronic chemicals,
wood treatment chemicals, and industrial lubricants. KMG generated
$306 million of revenue for the twelve months ended January 31,
2017. Flowchem produces drag-reducing agents, related support
services, and equipment to midstream crude oil and refined fuel
pipeline operators.

The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013.


KMG CHEMICALS: S&P Assigns 'B' CCR; Outlook Stable
--------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to KMG
Chemicals Inc.  The rating outlook is stable.

KMG Chemicals is issuing debt to acquire specialty chemicals
producer Flowchem Holdings LLC in a transformative transaction
valued at $495 million.  KMG Chemicals plans to fund the
acquisition with $600 million in first-lien credit facilities
consisting of a $50 million revolving credit facility and a
$550 million first-lien term loan.

At the same time, S&P assigned its 'B+' issue-level rating (one
notch above the corporate credit rating) to KMG Chemical's
$600 million first-lien secured credit facilities.  The recovery
rating on this credit facility is '2', indicating S&P's expectation
of a substantial (70%-90%; rounded estimate: 70%) recovery in the
event of payment default.

The borrower on the credit facilities is KMG Chemicals Inc.  All
ratings are based on preliminary terms and conditions.

KMG Chemicals Inc. is a globally diversified chemical manufacturer
serving the electronics, wood treating, and industrial lubricants
end markets.  Flowchem LLC is a manufacturer and supplier of drag
reducing additives (DRAs) to the onshore and offshore pipeline
industry.  The transformative transaction roughly doubles the
company's EBITDA, with pro forma EBITDA of $104 million and
adjusted debt to EBITDA above 5x.  S&P's 'B' rating reflects its
expectation that weighted-average credit measures will remain at
the stronger end of the highly leveraged category.

"The stable outlook reflects our expectation that KMG will maintain
operational performance levels that will result in pro forma
weighted-average credit debt to EBITDA slightly above 5x," said S&P
Global Ratings credit analyst Edward Hudson.  "We expect KMG to
continue its improved profitability measures and top-line growth,
which provides the ability to deleverage over the next 12 months."


S&P's stable outlook also reflects its expectation that the company
will not pursue additional large debt-funded acquisitions.

S&P could raise its ratings on KMG over the next 12 months if the
company's operating performance is stronger than S&P expects such
that debt leverage is sustained at levels below 5x and FFO to debt
above 12%.  In this scenario, EBITDA margins would be at least 200
basis points (bps) higher than S&P's expectations, coupled with
moderate organic revenue growth in the mid-single-digit
percentages.  In addition, S&P could upgrade KMG over the next 12
months if the company draws down on its equity shelf and uses
proceeds to pay down debt, leading to a material improvement in its
credit measures.

S&P could consider a downgrade within the next 12 months if KMG has
weaker-than-expected end-market demand and if business
deterioration results in weakened leverage measures such that debt
to EBITDA rises above 7x.  This could occur if profitability
weakens 200 bps or more compared with S&P's expectations, due to
loss of a key customer or end market weakness.  S&P could also
consider a downgrade if the company encounters difficulties
integrating the sizable acquisition of Flowchem or if liquidity
materially deteriorates, such that free cash flow turns negative or
sources over uses drops to less than 1.2x.


L&N TWINS: Case Summary & Unsecured Creditor
--------------------------------------------
Debtor: L&N Twins Place LLC
        2-4 Virginia Place
        Pleasantville, NY 10570

Business Description: The Debtor listed its business as a
                      single asset real estate (as defined in 11
                      U.S.C. Section 101(51B).  It owns a
                      multi-family residential building
                      located at 2-4 Virginia Place,
                      Pleasantville, NY 10570 valued at $1.27
                      million.

Case No.: 17-22758

Chapter 11 Petition Date: May 23, 2017

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

Judge: Hon. Robert D. Drain

Debtor's Counsel: Jeffrey A. Reich, Esq.
                  REICH REICH & REICH, P.C.
                  235 Main Street, Suite 450
                  White Plains, NY 10601
                  Tel: (914) 949-2126
                  Fax: (914) 949-1604
                  E-mail: reichlaw@aol.com
                          reichlaw@reichpc.com

Total Assets: $1.28 million

Total Liabilities: $650,449

The petition was signed by David Balaj, managing member.

The list of creditors who have the 20 largest unsecured claims and
are not insiders contains a single entry: Puka Capital Funding LLC,
with a disputed claim of $500,000.

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

           http://bankrupt.com/misc/nysb17-22758.pdf


LAUREATE EDUCATION: S&P Affirms 'B' CCR; Outlook Stable
-------------------------------------------------------
S&P Global Ratings said that it affirmed its 'B' corporate credit
rating on Laureate Education Inc.  The rating outlook is stable.

At the same time, S&P raised its issue-level rating on a
$250 million tranche of Laureate's senior unsecured notes due 2019
to 'B-' from 'CCC+' and revised the recovery rating to '5' from
'6'.  The '5' recovery rating indicates S&P's expectation for
modest recovery (10%-30%; rounded estimate: 15%) of principal in
the event of a payment default.

S&P also withdrew its ratings on the company's senior secured
credit facilities due 2018, 2019, and 2021 following their
repayment.

"The upgrade of the $250 million senior unsecured notes due 2019
equalizes our ratings on the notes with those on Laureate's
recently issued $800 million senior unsecured notes due 2025 to
reflect their equal priority of debt claims," said S&P Global
Ratings' credit analyst Vishal Merani.  "The $250 million notes are
carved out of Laureate's larger senior unsecured notes tranche due
2019."  The company used the proceeds from its IPO, $1.6 billion
term loan, and $800 million senior unsecured notes to repay its
senior secured credit facility.  And S&P expects it to repay the
principal amount outstanding on the remaining senior unsecured
notes due 2019 (approximately $1.125 billion) by May 31, 2017,
using proceeds from its IPO and recent debt issuance.

The stable rating outlook reflects S&P's expectation that Laureate
will continue to maintain modest enrollment and revenue growth,
adequate liquidity, and adjusted debt leverage in the mid- to
high-5x range in 2017 and in the high-4x area in 2018 after it
exchanges $250 million senior unsecured notes due 2019 for equity.
S&P's leverage computation for Laureate treats the $250 million
notes and preferred stock as debt.

S&P could lower the corporate credit rating if it believes
Laureate's lease-adjusted leverage could increase to over 6x on a
sustained basis or if its liquidity weakens such that its covenant
cushion falls below 15%.  This could occur due to significant
adverse currency movements or an economic downturn in Mexico,
Brazil, or Chile that result in material reduction in student
intake in these countries.

Although unlikely over the next 12 months, an upgrade is contingent
on Laureate materially lowering its debt burden to below 4x and
improving its free operating cash flow to debt to above 10%.  S&P
would also look for evidence of a less aggressive financial policy
by the company and its financial sponsors, prioritizing free cash
flows over significant debt-funded acquisitions and organic
expansion plans.


LEI MACHINING: Unsecured Claims to Get 5% Annual Interest
---------------------------------------------------------
LEI Machining, LLC, filed with the U.S. Bankruptcy Court for the
District of Arizona a supplement to the Debtor's amended disclosure
statement dated April 7, 2017, in response to the Debtor's second
amended plan of reorganization, dated April 7, 2001.

The Debtors say in the Supplement that because the Plan already
provides for general unsecured claims to be paid in full in their
allowed amount, the requirements of Section 1129(b)(2)(B)(i) are
met so long as a time-value-of-money factor also is provided.  In
the Plan Amendment contemporaneously filed with the Supplement, the
Debtor has amended the Plan to provide for the holders of allowed,
general unsecured claims to be paid simple, annual interest of 5%.


The Debtor also supplements Section IV.D of the Disclosure
Statement, addressing feasibility.  Attached to the Fant
Declaration are two analyses of the financial outlook under the
Plan:

     A. Effective Date Cash Projection.  The first of those
        attachments is a projection of the cash expected to be on
        hand as of a targeted July 1, 2017 effective date of the
        Plan, and includes projections of how that effective-date
        cash is expected to be deployed.  This projection
        incorporates the "Operating Reserve" concept, and provides

        for all expected inflows and outflows prior to July 1,
        2017, a $25,000 reserve for administrative expenses, and
        pre-funding overhead expenses and secured creditor
        payments for the month of July itself.  It demonstrates
        the projected ability to distribute over $11,000 to
        unsecured creditors on the effective date; and

     B. General Plan Projection.  Also attached to the Fant
        Declaration is a going-forward projection of the operation

        of the reorganized Debtor, incorporating the same Plan
        Amendment changes set forth above.  The General Plan
        Projection starts with the bottom-line conclusions of the
        Effective Date Cash Projection, and then models the
        performance of the reorganized Debtor.

Through the Fant Declaration, Debtor attests to the feasibility of
attaining the gross revenues and maintaining the cost structures
that this analysis illustrates.  It incorporates the assumptions
listed on the last page of the General Plan Projection.  It
demonstrates the projected ability of the reorganized Debtor to pay
all unsecured creditors in approximately five years.

The Plan currently provides that creditors are enjoined from taking
collection activity against Elvin Fant, Jr. Joseph Fant, and Kelly
Fant so long as the Debtor is performing under the Plan.

In the Plan Amendment, the Debtor conditions the temporary
injunction against guarantee actions against the guarantors on
those parties executing agreements that will toll the running of
any applicable statute of limitations pertaining to the guarantee
actions, and that will preserve all claims, defenses and setoffs
applicable to such guarantee actions.

The Supplement to the Amended Disclosure Statement is available
at http://bankrupt.com/misc/azb16-07089-137.pdf

As reported by the Troubled Company Reporter on April 20, 2017, the
Debtor filed with the Court a small business amended disclosure
statement describing its plan of reorganization, which states that
it preserves all claims of and potential recoveries to the Debtor
under state and federal law, including so-called "avoidance
actions" under Chapter 5 of the U.S. Bankruptcy Code to recover
preferential transfers and fraudulent conveyances.  The Debtor is
aware of transactions that may, or may not, constitute preferential
transfers pursuant to section 547 of the U.S. Bankruptcy Code.
Under the previous plan, Class 10 consists of the allowed claim of
general unsecured creditors.  The holder of an allowed claim in
this class will be paid a pro rata share of $5,800 until the claim
is paid in full.  Payments start on March 15, 2021, and ends on
March 15, 2022.  The latest plan changed the monthly payment period
for this class which will now begin payment on April 15, 2020, and
will end on April 15, 2021.

                    About LEI Machining

LEI Machining, LLC, filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 16-07089) on June 22, 2016.  The petition was signed by
Elvin Fant, Jr., member.  The Debtor is represented by Brian M.
Blum, Esq., at The Turnaround Team PLLC.  The Debtor estimated
assets and liabilities at $100,001 to $500,000 at the time of the
filing.

The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in
the
Chapter 11 case of LEI Machining, LLC.


LONESTAR GENERATION: Moody's Cuts Rating to B2 & Keeps Neg Outlook
------------------------------------------------------------------
Moody's Investors Service downgraded Lonestar Generation, LLC's
rating to B2 from B1 reflecting persistently weaker than
anticipated cash-flow and lack of any appreciable deleveraging in
the highly volatile and weak ERCOT market. The outlook remains
negative.

Lonestar has $656 million in outstanding term loan B due February
2021 and a $50 million revolving credit facility due February 2019
($23 million of availability as of March 31, 2017).

RATINGS RATIONALE

The one-notch downgrade to B2 from B1 and maintenance of the
negative outlook reflects Lonestar's continued financial
underperformance since its financing in 2014. For the full year
2015 and 2016, Lonestar's debt service coverage ratio (DSCR)
approximated 1.0x, which includes Moody's one-time adjustments for
capital contributions made by project's sponsor to support
operational and transmission upgrades on its Frontera asset.
Lonestar's leverage as measured by funds from operations to debt
(FFO/Debt) was below 5% and would be negative absent one-time
capital contributions from the sponsor. Moody's attributes
Lonestar's anemic historical financial performance and resulting
"Caa" financial metrics to extremely weak power pricing in the
ERCOT market where the majority of Lonestar's generating assets
operate, although a majority of prospective cash-flow is dependent
on the Mexico market. Given the lack of appreciable debt reduction
the past two years, owing in large part to the excess supply in
ERCOT, refinancing risk remains elevated.

Despite rating downgrade, Moody's expects that Lonestar is nearing
a turn-around in its financial profile as Lonetsar finally reaps
the benefits from selling power and capacity from its 535 megawatt
(MW) Frontera asset into Mexico. Market prices at the Reynosa node
in Mexico, where Frontera sells its power, averaged around $41/MWh
on an around-the-clock (ATC) from January 2016 through April 2017,
or 80% higher than ATC power prices in the ERCOT South region.
Moody's anticipates power prices to remain at a premium in Mexico,
enabling the Frontera asset to substantially mitigate the weaker
cash-flows derived from the remaining portfolio of generating
assets that sell only energy in the weaker ERCOT market.

Lonestar's portfolio in aggregate should generate positive cash
available for debt service (CFADS) of around $75 million during
2017 and CFADS should increase steadily to at least $90 million in
the next few years, leading to sustained financial metrics
consistent with a mid-B rating and much improved from recent
metrics that were commensurate with a Caa-profile. The Frontera
asset also earns modest annual capacity payments and has lower
cash-flow seasonality, another balancing factor against ERCOT-based
assets that historically earn over 75% of annual cash flows in the
third calendar quarter.

Lonestar remains fundamentally exposed to the volatility that
exists in both the ERCOT and the associate risks with the nascent
state of Mexico's power market. Structural changes to Mexico's
power market design are expected to evolve over the coming years
presenting a degree of uncertainty over the stability of future
cash flows. That said, should the Mexico market perform as Moody's
anticipates, Moody's anticipates modest deleveraging of the term
loan over the next several years but still anticipates that over
60% of the original term loan amount will remain outstanding at
maturity in 2021.

The negative outlook reflects Lonestar's continued exposure to a
weak ERCOT market and the uncertainty related to the current
formative stage of the Mexico power market.

The rating could be stabilized at B2 if the project is able to
achieve DSCRs of around 1.5x or FFO/Debt metrics consistently above
5%. The ratings could be upgraded if Lonestar achieves at least
2.0x DSCR on a sustained, operating cash-flow basis and FFO/Debt
metrics that are at least 10% on a sustained basis. Debt reduction
to below $600 million by 2017 or below $550 million by 2018 could
warrant consideration of upward rating pressure.

The rating could facing downward rating pressure if Lonestar's DSCR
and FFO/Debt metrics remain below 1.3x and 5% on an operating
cash-flow basis, respectively. Operating challenges at one or more
of Lonestar's generating assets, particularly its Frontera asset
could warrant negative rating pressure. Significant structural
changes to Mexico's power markets that result in sustained lower
power prices could warrant negative rating action. Also, concrete
policy changes regarding border tax adjustments or trade terms with
Mexico which impacts energy sales from Frontera could also lead to
negative rating pressure.

The principal methodology used in these ratings was Power
Generation Projects published in May 2017.


LOUISIANA PELLETS: Unsecureds to Recoup $75,000 Under Plan
----------------------------------------------------------
Louisiana Pellets, Inc., and German Pellets Louisiana, LLC, filed
with the U.S. Bankruptcy Court for the Western District of
Louisiana a disclosure statement referring to the Debtor's plan of
reorganization.

Holders of Class 3(a) - Unsecured Claims against LPI and Class 3(b)
- Unsecured Claims against GPLA are expected to recover $75,000,
plus additional recoveries from retained causes of action.  

After all required payments of sale proceeds are made under the
sale court order and under the terms of the Plan, the following
sums will be paid to the Liquidating Trust for the benefit of
holders of Allowed Class 3(a) and Allowed Class 3(b) Claims:

   (x) any remaining balance from Sale Proceeds (if any),

   (y) any remaining Distribution Reserve Balance (if any), and

   (z) any proceeds from the sale of excluded assets to the extent
excluded assets are not subject to the liens of the Bond Trustee or
another holder of an allowed secured claim.

Any payment to the Liquidating Trust, if made, will be applied and
held by the Liquidating Trustee in an allocation between the
respective estates of LPI and GPLA as determined by the Liquidating
Trustee, subject to approval of the Court.

The Liquidating Trust will liquidate retained causes of action for
the benefit of unsecured claims.  Any recovery is speculative, but
will be in addition to any sale proceeds received (if any), and the
Bond Trustee Carve Out Payment of $75,000.

The property of the Debtors' estates not transferred pursuant to
the sale order or under the transactions otherwise contemplated by
the Plan (including without limitation, the excluded assets), will
vest in the Liquidating Trust on the Effective Date.

The Disclosure Statement is available at:

          http://bankrupt.com/misc/lawb16-80162-690.pdf

                     About Louisiana Pellets

Louisiana Pellets, Inc, and German Pellets Louisiana, LLC, are
members of the "German Pellets" family of companies, which is a
family of related companies centered in Wismar, Germany, operating
in the wood pellets industry.

LPI owns a wood pellet production facility located on 334 acres of
land in Urania, Louisiana.  The Facility is still under
construction and is not yet fully complete or operational.  GPLA is
the general contractor for construction of the Facility.  A
contract is in place with E.ON UK PLC (a United Kingdom utility
company) to purchase the wood pellet production from the Facility.

LPI and PLA sought Chapter 11 protection (Bankr. W.D. La., Lead
Case No. 16-80162) on Feb. 18, 2016, due to cost overruns and
delays in the course of construction of their still-to-be-completed
wood pellet production facility.  The petitions were signed by
Anna-Kathrin Leibold, president and chief executive officer.  The
Hon. John W. Kolwe presides over the case.

Louisiana Pellets, Inc., estimated assets and debts at $100 million
to $500 million.  German Pellets estimated assets and debts at $50
million to $100 million.

The Debtors tapped Locke Lord LLP as counsel.

Henry Hobbs, Jr., acting U.S. Trustee for Region 5, appointed on
March 15, 2016, five creditors of Louisiana Pellets Inc. and German
Pellets Louisiana LLC to serve on the official committee of
unsecured creditors.  The Committee retained Jones Walker LLP as
counsel and Cooley LLP as co-counsel.


MAXUS ENERGY: Chapter 11 Plan Confirmed
---------------------------------------
Morrison & Foerster disclosed that Maxus Energy Corp.'s chapter 11
plan was confirmed on May 22, 2017, after 11 months in bankruptcy.

Morrison & Foerster, led by Jim Peck and Jennifer Marines,
represented Maxus in the bankruptcy case, which addressed over $12
billion in claims, predominantly in connection with environmental
liability relating to the country's largest superfund site, the
Passaic River and related bodies of water.

                About Maxus Energy Corporation

Maxus Energy Corporation and four of its subsidiaries filed
voluntary petitions for reorganization under Chapter 11 (Bankr. D.
Del. Lead Case No. 16-11501) on June 17, 2016.  The Debtors will
use the breathing spell afforded by the Bankruptcy Code to decide
whether their existing environmental remediation operations and oil
and gas operations can be restructured as a sustainable,
stand-alone enterprise.

The Debtors have engaged Young Conaway Stargatt & Taylor, LLP, as
local counsel, Morrison & Foerster LLP as general bankruptcy
counsel, Zolfo Cooper, LLC, as financial advisor and Prime Clerk
LLC as claims and noticing agent, all are subject to the Bankruptcy
Court's approval.

The Debtors hired Keen-Summit Capital Partners LLC as real estate
broker.  The Debtors also engaged Hilco Steambank to market and
sell their internet protocol numbers and other internet number
resources, and EnergyNet.com to market and sell the Debtors'
rights, title, and interest in and to the oil and gas properties.

On July 7, 2016, the United States Trustee for the District of
Delaware filed Notice of Appointment of Committee of Unsecured
Creditors.  The Committee selected Schulte Roth & Zabell LLP as
counsel, and Cole Schotz as Delaware co-counsel.  Berkeley Research
Group, LLC, serves as financial advisor for the
Committee.

Andrew Vara, acting U.S. Trustee for Region 3, appointed the
following to a committee of retirees: John Leslie Jackson, Sr.,
Gerald G. Carlton, and Robert E. Garbesi.  The Retirees Committee
retained Akin Gump Strauss Hauer & Feld LLP as counsel and Ashby &
Geddes, P.A., as co-counsel.


MERITAGE HOMES: Fitch Hikes IDR to BB & Alters Outlook to Stable
----------------------------------------------------------------
Fitch Ratings has upgraded the ratings of Meritage Homes
Corporation (NYSE: MTH), including the company's Long-Term Issuer
Default Rating (IDR) to 'BB' from 'BB-'. The Rating Outlook has
been revised to Stable from Positive.

Fitch has also assigned a 'BB/RR4' rating to MTH's offering of
senior unsecured notes due 2027. The company intends to use the net
proceeds from the notes offering to repay outstanding borrowings
under its unsecured revolving credit facility and for general
corporate purposes, which may include the repurchase, tender for or
redemption of all or part of the company's $126.5 million 1.875%
Convertible Senior Notes due 2032.

KEY RATING DRIVERS

The upgrade of MTH's Long-Term IDR to 'BB' reflects the company's
execution of its business model in the current moderately
recovering housing environment, its conservative land policies,
geographic diversity and healthy liquidity position.

The ratings and Outlook also take into account Fitch's expectation
of further moderate improvement in the housing market in 2017 and
2018 and MTH's ongoing emphasis on the entry level/first-time
buyer, which is expected to continue to gradually represent a
higher portion of home purchases after not being as prominent
during most of this upcycle.

Gross Margin Pressure Despite Strong Revenue Growth: Homebuilding
revenues grew 10.9% during 1Q'17 after increasing 18.6% in 2016 and
18.2% in 2015. However, homebuilding gross margins continued to
decline through 1Q'17 from their post-recession peak reached in
2013, pressured by higher material, land and labor costs as well as
extra overhead related to ramp up of new communities. Gross margin
for 2016 was 17.6%, down from 19.0% in 2015, 21.2% in 2014 and
22.0% in 2013. First-quarter 2017 gross margin, further pressured
by higher lumber cost and $2 million of one-time impairments, is
16.2% compared to 17.4% in the prior year period.

Management expects 1Q'17 to be the low water mark for gross margins
and aims at 19% to 20% margin longer-term, particularly as the
company benefits from a shift to new, higher producing and better
margin communities coming on line in late 2017 and into 2018. MTH
expects operating margin to benefit from SG&A leverage. MTH says
SG&A will decline to 10.5% to 11.0% of homebuilding revenue for
full year 2017 and 10.0% to 10.5% longer term down from 11.3% in
2016. Fitch expects continued cost pressures, although the company
is likely to offset the cost inflation with operating leverage and
higher selling prices.

Credit Metrics: MTH's Fitch-calculated net debt-to-capitalization
(excluding $75 million of cash classified as not readily available
for working capital requirements) has been consistently between 40%
to 45% for the past seven quarters and was 44% as of March 31,
2017. Debt to EBITDA was 4.1x for the LTM period ending March 31,
2017, flat compared with year-end 2016 and 2015. Interest coverage
was 4.1x for the March 31, 2017 LTM period compared with 4.0x
during 2016 and 2015. Fitch expects the company's credit metrics
will improve modestly during the next few years, with net
debt-to-capitalization situating between 40% to 45%, debt to EBITDA
between 3.5x-4.0x and interest coverage around 4.5x.

Moderate Geographic Diversity; Focused on Sweet Spots in the
Market: The company operates in 18 markets in nine states. MTH has
particularly heavy exposure to Texas, Arizona, California and
Florida. According to Builder Magazine, MTH ranked as the eighth
largest builder in the country in 2016 based on home closings. The
company typically focuses on the trade-up market, which has been
the strongest segment during the early part of this upcycle.
However, MTH is opportunistically growing its mix of the first-time
buyers segment (as are other homebuilders), which is positioned
better for the latter part of this upcycle. MTH's had a 23%
entry-level mix in terms of communities in 2016 and aims to bring
the mix to within 35% to 40%.

Entry Level/First-Time Buyer: The entry level/first time home buyer
has typically represented about 40% of total industry housing sales
(new and existing). So far during this recovery, this segment has
remained at approximately 30% of the total. Fitch expects this
customer segment will be more vibrant during the remainder of the
upcycle and help spur growth for MTH. The company has been buying
land over the past year and a half and starting to design and offer
town homes and smaller detached dwellings to serve the more
affluent entry level/first time buyer under its Entry Level Plus
(ELP) and LiVE.NOW product offerings. The company's high energy
efficient standards will be helpful in marketing to this customer
segment.

Land Strategy: As of March 31, 2017, the company controlled 31,347
lots, of which 63.4% were owned and the remaining lots controlled
through options. Based on LTM closings, MTH controlled 4.2 years of
land and owned roughly 2.7 years of land (1.5 years of land
controlled under options). MTH's lot position (controlled and
owned) is modestly below the average for the homebuilders in
Fitch's coverage. As is the case with other public homebuilders,
the company where possible is adding to its land position and
trying to opportunistically acquire land at attractive prices.
Total lots controlled increased 10.3% YOY.

The company spent about $901 million on land and development
activities during 2016 (about $644 million on land and $257 million
on development activities). This compares to total spending of $709
million in 2015 ($491 million on land and $218 million on
development), $705 million in 2014 and $594 million in 2013. MTH
was cash flow neutral in 2015 and had negative cash flow from
operations of $103 million in 2016. MTH was the only builder in
Fitch's coverage that reported negative cash flow from operations
during 2016.

Management expects land and development spending in 2017 will be
similar or slightly higher compared with last year. As a result,
Fitch expects the company will again report modest negative cash
flow from operations in 2017. Fitch is comfortable with this
strategy given the company's liquidity position and management's
demonstrated ability to manage its land and development spending.
Fitch expects management will pull back on spending if the current
moderate recovery stalls or dissipates.

Speculative Inventory: As of March 31, 2017, MTH had 1,633
speculative (spec) homes, of which 32% were completed. Total specs
at the end of the first quarter were 41% higher versus the year ago
period. This translates to about 6.4 specs per community at March
31, 2017 compared with 4.8 specs per community last year.

The company has spec homes in order to facilitate delivery of homes
on an immediate-need basis, particularly for its ELP and LiVE.NOW
products. Of the total number of homes closed during 1Q'17, 47%
were spec homes, which included both homes started as spec and
homes that were started under a contract that were later cancelled
and became spec inventory. In general, spec homes carry a lower
margin compared with pre-sold homes, as was particularly the case
during the sharp housing downturn. However, the margins for spec
homes during 1Q'17 were comparable to pre-sold homes.

Housing Industry: Housing activity increased but at a lower rate in
2016 as compared to 2015 with the support of a generally robust
economy throughout the year. Considerably lower oil prices
restrained inflation and left American consumers with more money to
spend. The unemployment rate moved lower (4.7% in 2016). Credit
standards continued to ease throughout 2016. Demographics were
somewhat more of a positive catalyst. Single-family starts rose
9.4% to 781,500 while multifamily volume declined 1.3% to 392,300.
Total starts were around 1.2 million.

New home sales increased 11.8% to 560,000. Existing home volume
approximated 5.450 million, up 3.8%. New home price inflation
slimmed with higher interest rates and the mix of sales shifting
more to first time homebuyer product. Average home prices increased
2.8%, while median prices rose 6.4%.

Economic growth should be somewhat stronger in 2017, although
overall inflation should be more pronounced. Interest rates will
rise further but demographics and employment growth should be at
least as positive in 2017. First-time buyers will continue to
gradually represent a higher portion of housing purchases as
millennials are making an entry in the home-buying market and
credit qualification standards loosen further. Land and labor costs
will inflate more rapidly than materials costs. New home prices
will continue to benefit from still-restrained levels of new home
inventory, although a greater mix toward first-time/entry-level
products will likely confine new home price appreciation to the low
single digits. Fitch expects total housing starts will increase 7%
during 2017 as single-family starts advance 10% and multi-family
starts improve almost 1%. New home sales should grow 10% while
existing home sales rise 1.7%.

There has been some lessening of affordability as the upcycle in
housing has matured. U.S. home prices have been on an upward
trajectory in recent years. Mortgage rates have also risen since
the U.S. elections, and Fitch expects rates will be 40 basis points
(bps)-50 bps higher, on average, during 2017 compared with 2016.

Longer term, there are regulatory risks, including uncertainty as
to the incoming administration's housing policies.]

DERIVATION SUMMARY

Although MTH is among the largest 10 builders, it is considerably
smaller in size than the top five homebuilders. While absolute
national size provides an advantage in purchasing certain commodity
products, it is generally outweighed by market position within the
metropolitan markets the builder participates. A top 5 to 10
position in larger markets ensures superior access to land and
labor.

During 2015, the company ranked among the top 10 builders in
markets such as Houston, San Antonio and Austin, TX; Orlando, FL;
Phoenix, AZ; Denver, CO; Riverside/San Bernardino/Ontario, and
Sacramento, CA; Raleigh and Charlotte, NC, and Nashville, TN. The
company also builds in the Central Valley, Inland Empire, and East
Bay, CA; Dallas/Ft. Worth, TX; Tucson, AZ; Tampa, FL; Greenville,
SC and Atlanta, GA.

KEY ASSUMPTIONS

Fitch's key assumptions within Fitch ratings case for the issuer
include:

-- Industry single-family housing starts improve 10%, while new
and existing home sales grow 10% and 1.7%, respectively, in 2017;

-- MTH's revenues increase 8%-10% and homebuilding EBITDA margins
remain relatively stable;

-- The company's net debt/capitalization is between 40%-45%,
debt/EBITDA approximates 4.0x and interest coverage is about 4.5x
by year-end 2017;

-- MTH's land and development spending is flat to slightly higher
in 2017 compared with 2016;

-- The company maintains a healthy liquidity position (above $400
million with a combination of unrestricted cash and revolver
availability).

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action

-- Additional positive rating actions may be considered if MTH
shows further improvement in credit metrics (such as net
debt-to-capitalization ratio consistently below 40%), while
maintaining a healthy liquidity position (in excess of $500 million
in a combination of cash and revolver availability) and generates
consistent positive cash flow from operations as it manages its
land and development spending.

Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action

-- Negative rating actions may be considered if there is sustained
erosion of profits due to either weak housing activity, meaningful
and continued loss of market share, and/or ongoing land, materials
and labor cost pressures (resulting in margin contraction and
weakened credit metrics, including net debt-to-capitalization
sustained above 45%) and MTH maintains an overly aggressive land
and development spending program that leads to consistent negative
cash flow from operations, higher debt levels and diminished
liquidity position. In particular, Fitch will be focused on
assessing the company's ability to repay debt maturities with
available liquidity and internally generated cash flow.

LIQUIDITY

Liquidity Position Remains Adequate: At March 31, 2017, MTH had
$433 million available under its $540 million revolver and $86
million in cash. The facility matures in July 2020 ($60 million
matures July 2019). The notes offering will enhance the company's
liquidity as part of the proceeds from the offering will be used to
pay down borrowings under the revolver ($60 million as of March 31,
2017).

MTH has no major debt maturities until March 2018, when $175
million of 4.5% notes become due. MTH also has $126.5 million of
1.875% convertible senior notes due 2032 that can be put to MTH at
100% in September 2017. The note offering addresses this potential
debt repayment. The company may also redeem the convertible notes
at any time after the fifth anniversary at 100%.]

FULL LIST OF RATING ACTIONS

Fitch has upgraded the following:

Meritage Homes Corporation
-- Long-Term IDR to 'BB' from 'BB-';
-- Senior unsecured debt at 'BB'/'RR4' from 'BB-'/'RR4';

Fitch has also assigned a 'BB/RR4' rating to MTH's senior unsecured
notes offering due 2027.

The Rating Outlook is Stable.

The Recovery Rating of '4' for MTH's unsecured debt supports a
rating of 'BB', and reflects average recovery prospects in a
distressed scenario.


MERITAGE HOMES: Moody's Rates Proposed $300MM Unsecured Notes Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Meritage Homes
Corporation's proposed $300 million in unsecured notes. The
proceeds of the note issuance will be used to repay the company's
$126.5 million in convertible notes with the remainder paying down
outstanding revolver advances and adding cash to the balance sheet
to be used for general corporate purposes. Pro forma and as of
March 31, 2016, this transaction increases Meritage's Moody's
adjusted homebuilding debt to book capitalization to 47.5% from
45.1%.

The convertible notes are due in 2032, however, in September of
2017 the bond holders have their first put option and Meritage has
its first call option. With Meritage's stock price below the $58.14
strike price, a potential put is expected and Meritage intends to
call the notes to avoid any equity dilution.

The following rating actions were taken:

Proposed $300 million senior unsecured notes due 2027, assigned Ba2
(LGD4).

The Ba2 rating on the existing $126.5 million senior unsecured
convertible notes due 2032 will be withdrawn at the close of this
transaction.

RATINGS RATIONALE

Meritage's Ba2 Corporate Family Rating reflects Moody's expectation
of continued good operating performance and prudent balance sheet
management coupled with disciplined land investment. While this
transaction slightly increases the company's homebuilding debt to
book capitalization ratio, Moody's believes it is still within an
appropriate range for the rating and that Meritage will end 2017
with this metric below 45%. The rating considers the company's
historically conservative approach to debt leverage, including the
fact that it maintained its debt to capitalization below 60%
throughout the Great Recession. The rating also reflects Meritage's
good geographic mix which includes many key markets that display
good fundamental statistics pointing to continued growth in housing
permits. Moody's believes Meritage's "Entry Level Plus" product
offering -- which focuses on first time buyers entering the market
who might prefer and be able to afford a less standardized product
than what is typically associated with entry level homes -- should
continue to drive top line growth as millenials enter the housing
market for the first time at a higher age than previous
generations.

At the same time, the rating considers Meritage's gross margins
which are weak for its rating category and will continue to be
under pressure in 2017 and 2018. Gross margins fell to 17.8% in
2016 from 19.3% in 2015 and Moody's does not expect improvement in
2017. A shortage in contracting workers has increased labor costs
and the cost of land and fees associated with permitting and zoning
will continue to rise, pressuring margins for Meritage and the
broader homebuilding industry. Moody's also considers Meritage's
smaller scale and limited geographic diversity relative to other
peers in the Ba space. Those issuers have more than $10 billion in
revenue compared to Meritage's $3.1 billion for the TTM period
ended March 31, 2017, and also tend to be in more markets
nationwide than Meritage.

Meritage's SGL-2 Speculative Grade Liquidity (SGL) Rating reflects
the company's good liquidity profile and takes into consideration
internal liquidity, external liquidity, covenant compliance, and
alternate liquidity. Its liquidity is supported by $85 million of
cash on the balance sheet on March 31, 2017, as well as the
approximately $173.5 million of liquidity added as part of this
2017 note issuance that will both reduce revolver borrowings and
add cash to the balance sheet. Meritage's revolving credit facility
totals $540 million in commitments, most of which are due in 2020.
The facility is subject to a borrowing base calculation but

Moody's anticipates the base to exceed commitments over the next 18
months. Meritage must comply with several maintenance covenants and
Moody's projects the company to be comfortably in compliance with
these over the next 12 to 18 months. Additionally, Meritage has
access to alternative sources of liquidity due to its unsecured
debt capital structure allowing for asset sales or land banking
should the need arise.

The stable outlook reflects Moody's views that Meritage will
continue to perform well given the favorable homebuilding market,
its product strategy, and market positioning.

The ratings could be upgraded if Meritage is able to significantly
increase its size, scale, and geographic diversification while
maintaining strong credit metrics. Specifically, the ratings could
be upgraded if Meritage can grow revenues to $4.5 billion, maintain
gross margins of 20%, and sustain debt to book capitalization below
40%.

The ratings could be downgraded if Meritage uses debt to fund
substantial land purchases or shareholder friendly activities such
that debt to book capitalization is sustained above 50%, gross
margins compress meaningfully, or the company's liquidity profile
deteriorates.

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

Meritage Homes is the ninth largest rated homebuilder based on 2016
revenues, primarily building single-family detached and, to a
lesser extent, attached homes in 17 markets in Arizona, Texas,
California, Colorado, Florida, North Carolina, Tennessee, Georgia,
and South Carolina. Product offerings include first-time, move up,
active adult, and luxury homes. Formerly known as Meritage
Corporation, the company was founded in 1985 in Scottsdale Arizona
where it is headquartered. Total revenues and consolidated net
income for the twelve months trailing March 31, 2017 were
approximately $3.1 billion and $152 million respectively.


MERITAGE HOMES: S&P Rates New Sr. Unsecured Notes Dues 2027 'BB-'
-----------------------------------------------------------------
S&P Global Ratings said that it has assigned its 'BB-' issue-level
rating to Phoenix-based homebuilder Meritage Homes Corp.'s proposed
senior unsecured notes due 2027.  The recovery rating is '3',
indicating S&P's expectation of meaningful (50% to 70%, rounded
estimate: 65%) recovery in the event of default.  The company will
use $126.5 million of the proceeds to repay its 1.875% convertible
senior notes due 2032.  The remainder of the proceeds will be used
to repay outstanding borrowings under the unsecured revolving
credit facility as well as for general corporate purposes.

The 'BB-' corporate credit rating and positive rating outlook on
Meritage are unchanged.

Ratings List

Meritage Homes Corp.
Corporate Credit Rating                    BB-/Positive/--

New Rating

Meritage Homes Corp.
Senior unsecured notes due 2027            BB-
  Recovery Rating                           3(65%)


MOLINA HEALTHCARE: Moody's Rates $330MM Senior Unsecured Debt Ba3
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 senior unsecured debt
rating to Molina Healthcare Inc.'s planned issuance of up to $330
million of senior unsecured debt ("New Senior Notes) to mature in
2025. Net proceeds from the planned offering are expected to be
used to pre-fund the repayment of the existing 1.625% Convertible
Senior Notes due 2044 ("Convertible Notes") -- on or around August
20, 2018 when the Convertible Notes can be put to MOH by investors
-- and to pay interest on the new senior notes until August 20,
2018. The rating outlook on Molina is negative.

RATINGS RATIONALE

Following the debt offering, the company's financial leverage
metrics will be elevated until the proceeds are used to repay debt
in August 2018. Assuming a $330 million issuance, Molina's pro
forma March 31, 2017 adjusted-debt-to-capital is 56.5% versus
actual 52.5% at March 31, 2017. The Convertible Notes include a put
provision (exercisable on August 20, 2018 if MOH's share price is
below $58.09) allowing investors to accelerate repayment of the
notes. Alternatively, If the put option is not exercised, Moody's
expects Molina will use the transaction proceeds to reduce
indebtedness either by calling the Convertible Notes or by repaying
the New Senior Notes. Moody's notes that a use-of-proceeds covenant
of the New Senior Notes specifies that, until August 20, 2018,
transaction proceeds may be used only to fund redemptions of the
Convertible notes and pay interest on the New Senior Notes.

The proposed transaction bolsters Molina's liquidity profile by
providing mechanism for debt reduction while maintaining the
company's existing liquidity resources, including a holding company
cash target approximating $250 ($273 million at March 31, 2017),
$192 million of statutory dividend capacity from its regulated
insurance operations in 2017, and the company's $500 million
unsecured revolving credit facility (largely undrawn at March 31,
2017).

Moody's Baa3 insurance financial strength (IFS) rating of Molina
Healthcare Inc.'s (Molina's) operating subsidiaries and Ba3 senior
unsecured debt rating of Molina are based primarily on the
company's concentration in the Medicaid market, acquisitive nature,
low margins, and high level of financial leverage. These negatives
are offset by the company's multi-state presence and a
non-regulated management information systems business. Molina
offers government sponsored health care products for low-income
families and individuals, and to state agencies to assist them in
their administration of the Medicaid program. As of March 31, 2017,
Molina served approximately 4.8 million members. The negative
outlook on Molina and its affiliates reflects Moody's views of
potentially greater operational risks at the company, and
secondarily, increased uncertainty on the impact of future
healthcare reform on the Medicaid Market. Moody's views the
company's recent decision to seek a new CEO and to have named a new
CFO as part of its effort to remediate these challenges. The
company reported good results for Q1 2017 including pre-tax net
income of $131 million (vs $64 million in Q1 2016) including stable
profitability consistent with expectations in its Marketplace
business and its Medicare and Medicaid programs. Earnings also
benefited by a one-time payment of $75 million related to the
termination of a proposed Medicare acquisition.

RATING DRIVERS

The rating agency stated that since Molina's outlook is negative,
an upgrade in the near-term is unlikely; however, the outlook may
be returned to stable if the following occur: 1) Remediation of the
material weakness and avoidance of significant operational
disruptions, 2) maintenance of stable earnings including
marketplace results, and 3) consolidated risk-based capital (RBC)
ratio of 140% of company action level (CAL) or higher. However,
Moody's said that the ratings may be downgraded if: 1) There is a
loss or impairment of a major Medicaid contract, 2) the
consolidated RBC ratio falls below 130% CAL, and 3) additional debt
issuance increases financial leverage above 55%.

Moody's has assigned the following ratings:

Molina Healthcare, Inc. -- senior unsecured debt rating at Ba3.

The rating outlook is negative.

Molina Healthcare, Inc. is headquartered in Long Beach, California.
For the quarter ended March 31, 2017 total revenue (including
investment income) was $4.9 billion and net income $77 million.
Medical membership as of March 31, 2017 was approximately 4.8
million members. As of March 31, 2017 the company reported total
equity of $1.7 billion.

The principal methodology used in these ratings was U.S. Health
Insurance Companies published in May 2016.

REGULATORY DISCLOSURES

For ratings issued on a program, series or category/class of debt,
this announcement provides certain regulatory disclosures in
relation to each rating of a subsequently issued bond or note of
the same series or category/class of debt or pursuant to a program
for which the ratings are derived exclusively from existing ratings
in accordance with Moody's rating practices. For ratings issued on
a support provider, this announcement provides certain regulatory
disclosures in relation to the credit rating action on the support
provider and in relation to each particular credit rating action
for securities that derive their credit ratings from the support
provider's credit rating. For provisional ratings, this
announcement provides certain regulatory disclosures in relation to
the provisional rating assigned, and in relation to a definitive
rating that may be assigned subsequent to the final issuance of the
debt, in each case where the transaction structure and terms have
not changed prior to the assignment of the definitive rating in a
manner that would have affected the rating.

For any affected securities or rated entities receiving direct
credit support from the primary entity(ies) of this credit rating
action, and whose ratings may change as a result of this credit
rating action, the associated regulatory disclosures will be those
of the guarantor entity. Exceptions to this approach exist for the
following disclosures, if applicable to jurisdiction: Ancillary
Services, Disclosure to rated entity, Disclosure from rated entity.


MOLINA HEALTHCARE: S&P Rates New Unsecured Notes Due 2025 'BB'
--------------------------------------------------------------
S&P Global Ratings said that it assigned its 'BB' debt rating to
Molina Healthcare Inc.'s (MOH) proposed senior unsecured notes
maturing 2025.  S&P expects the debt issuance to be leverage
neutral.  According to the company, it will place the proceeds from
the notes in a segregated account that can only be used to repay
the 1.625% convertible senior notes due 2044, which become puttable
on Aug. 19, 2018.  Accordingly, financial leverage will not change
materially following the transaction.  S&P expects leverage to
remain above our long-term expectation of the mid-40% threshold at
about 51% for 2017, deleveraging to 45%-47% in 2018. S&P also
expects EBITDA interest coverage to be in the 4x-7x range for
2017-2018.

Molina Healthcare Inc.
Counterparty Credit Rating                  BB/Stable/--

New Rating
Molina Healthcare Inc.
Senior unsecured notes due 2025             BB


MOOD MEDIA: Chapter 15 Case Summary
-----------------------------------
Related entities that filed Chapter 15 bankruptcy petitions:

   Chapter 15 Debtor                            Case No.
   -----------------                            --------
   Mood Media Corporation                       17-11413
   199 Bay Street
   5300 Commerce Court West
   Toronto, ON M5L 1B9
   Canada

   Convergence, LLC                             17-11414
   DMX Holdings, LLC                            17-11416
   DMX Residential Holdings                     17-11417  
   DMX Residential, LLC                         17-11418
   DMX, LLC                                     17-11419
   Mood Media North America Holdings Corp.      17-11420
   Mood Media North America, LLC                17-11421
   Mood US Acquisition1, LLC                    17-11422
   Muzak Capital LLC                            17-11423
   Muzak Holdings LLC                           17-11424
   Muzak LLC                                    17-11425
   ServiceNET Exp, LLC                          17-11426
   Technomedia NY, LLC                          17-11427
   Technomedia Solutions, LLC                   17-11428

Type of Business: Mood Media Corporation was created after the
                  acquisition of Mood Media by Fluid Music Canada,
                  Inc. in 2010.  The Company claims to be the
                  global leader in elevating customer experiences.
                  With more than 500,000 active client locations
                  around the globe, Mood combines sight, sound,
                  scent, social mobile technology and systems to
                  create greater emotional connections between
                  brands and consumers.  Mood's clients include
                  businesses of all sizes and market sectors, from
                  the world's most recognized retailers and hotels
                  to quick-service restaurants, local banks and
                  thousands of small businesses.  

                  Web site: http://us.moodmedia.com

Foreign proceeding: Proceeding under Section 192 of the Canada
                    Business Corporations Act, R.S.C. 1985,
                    C-44, pending before the Ontario Superior
                    Court of Justice, Commercial List.

Chapter 15 Petition Date: May 22, 2017

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

Judge: Hon. Michael E. Wiles

Foreign Representative: Michael F. Zendan II
                        Executive VP and General Counsel
                        Mood Media Corp.
                        3318 Lakemont Blvd
                        Fort Mill, SC 29708

Debtors' US Counsel:      Joshua Sussberg, Esq.             
                          Edward O. Sassower, P.C.
                          KIRKLAND & ELLIS LLP
                          601 Lexington Avenue
                          New York, NY 10022
                          Tel: (212) 446-4800
                          Fax: (212) 446-4900
                          E-mail: jsussberg@kirkland.com
                                 edward.sassower@kirkland.com

                             - and -

                          James H.M. Sprayregen, P.C.
                          Adam C. Paul, Esq.
                          Bradley Thomas Giordano, Esq.
                          Whitney C. Fogelberg, Esq.
                          KIRKLAND & ELLIS LLP
                          300 North LaSalle
                          Chicago, Illinois 60654
                          Tel: (312) 862-2000
                          Fax: (312) 862-2200
                          E-mail: james.sprayregen@kirkland.com
                                  adam.paul@kirkland.com
                                  bradley.giordano@kirkland.com
                                  whitney.fogelberg@kirkland.com

Debtors' Canadian
Counsel:                  STIKEMAN ELLIOTT LLP
                          Barristers & Solicitors
                          5300 Commerce Court West
                          199 Bay Street
                          Toronto, Canada M5L 1B9

                          Alex Rose, Esq.
                          Tel: (416) 869-5261
                          E-mail: arose@stikeman.com

                          Kathryn Esaw, Esq.
                          Tel: (416) 869-5230
                          E-mail: kesaw@stikenzan.cont
                          
                          Patrick Corney, Esq.
                          Tel: (416) 869-5668
                          Fax: (416) 947-0866
                          E-mail: pcorney@stikeman.com

Estimated Assets: Not Indicated

Estimated Debts: Not Indicated


MOOD MEDIA: Files CBCA Case to Effect Debt-for-Equity Swap
----------------------------------------------------------
Mood Media Corporation on May 18, 2017, commenced reorganization
proceedings in Ontario Canada, to effectuate a debt for equity
conversion.

Mood Media and its subsidiaries commenced before the Ontario
Superior Court of Justice proceedings under the Canada Business
Corporations Act, R.S.C. 1985, c. C-44 (as amended, the "CBCA"),
which is a Canadian statute commonly used to effect the corporate
reorganization of solvent companies.

Mood is a provider of in-store audio, visual, and other forms of
media and marketing services worldwide.  Mood has offices or
third-party relationships in over 40 countries, including China,
India, Croatia, Singapore, South Africa, and South Korea. As of
December 31, 2016, Mood had more than 2,000 employees,
approximately 1,100 of which work in operations.

In 2016, Mood reported more than approximately $465 million in
revenue, with operations in North America representing 64 percent
of revenue.  Mood reported revenues of $110.2 million in the first
quarter of 2017, down 1.0% relative to the prior year.

The Company reported a comprehensive loss of $10.69 million in
three months ended March 31, 2017, compared with $11.97 million in
the same period in 2016.

Michael F. Zendan II, the Executive VP and General Counsel of Mood
Media, explained that competition due to new technology and
licensing issues, increased competition for the acquisition of
rights to music recordings and piracy issues have resulted in a
negative impact on the Debtors' revenue and operating margins.

The Debtors pursued various strategic alternatives with a view to
managing near-term debt maturities and improving operating and cash
flow performance.  Beginning in early 2016, the Debtors, directly
and through a financial advisor, engaged in exploratory discussions
with certain significant holders of the 9.25% Notes (the
"Sponsors") in relation to potential debt exchange transactions
with respect to approximately $650 million in funded debt
obligations.  

On March 31, 2016, the Debtors engaged Allen & Company LLC, an
investment bank specializing in technology, media, and
entertainment, to explore potential sale transactions involving the
Debtors.  In the months following its engagement, Allen & Company
contacted numerous potential buyers and remained in contact with
the Sponsors in relation to their possible interest in a strategic
transaction involving the Debtors.

In December 2016, the Sponsors submitted a draft term sheet in
connection with a potential transaction involving, among other
things, the redemption of the Common Shares, the exchange of 9.25%
Notes, the refinancing of the Term Loan Facility, and the
redemption of the MMGSA Notes.  Negotiations with the Sponsors
subsequently continued, and the Sponsors and their representatives
were granted access to diligence requests following entry into
non-disclosure agreements.

During the remainder of March 2017 and early April 2017, the
Debtors and the Sponsors continued to negotiate the terms of the
proposed transaction and related transaction documentation.

On April 12, 2017, the Debtors entered into the arrangement
agreement with the Sponsors, accounting for approximately 68
percent of the aggregate principal amount of the senior unsecured
notes, setting forth the terms and conditions of the restructuring
transactions.  The restructuring transactions contemplated under
the Arrangement Agreement eliminate a significant amount of the
Debtors' current long-term debt while ensuring they have sufficient
liquidity to operate their businesses.

Specifically, the Restructuring Transactions provide for all of the
issued and outstanding shares of Mood Media Corporation to be
acquired and redeemed for CAD $0.17 per share in addition to the
exchange of certain of the Debtors' existing notes for new second
lien notes, new common shares, and additional common shares for
those noteholders that contribute new capital.

To implement the Restructuring Transactions contemplated by the
Arrangement Agreement, the Debtors commenced the Canadian
Proceedings under the CBCA.

"The agreement . . . for all of Mood's outstanding common shares to
be acquired for C$0.17 per share and for our debt obligations to be
refinanced, restructured or redeemed via an arrangement agreement
with key stakeholders including affiliates of certain funds managed
by affiliates of Apollo Global Management, LLC and funds advised or
sub-advised by GSO Capital Partners represents a renewed
opportunity for Mood to drive growth and value for clients and
stakeholders, longer term. The transactions we have announced will
provide Mood with the flexibility needed to accelerate our
transformation, innovation and growth opportunities," said Steve
Richards, Mood's President and Chief Executive Officer, on May 10,
2017, when the Company released its first quarter results.

A copy of Mr. Zendan's declaration in support of the verified
petition for recognition of foreign non-main proceedings is
available at:

  http://bankrupt.com/misc/Mood_Media_10_Declaration.pdf

                      About Mood Media Corp

Mood Media Corporation (TSX:MM) -- http://www.moodmedia.com-- is
provider of in-store audio, visual, and other forms of media and
marketing services in North America and internationally.
Mood Media Corp was created after the acquisition of Mood Media by
Fluid Music Canada, Inc. in 2010.  The Company has more than
500,000 active client locations around the globe.  Its clients
include specialist retailers, department stores, supermarkets,
financial institutions and fitness clubs, as well as hotels, car
dealerships and restaurants.

The Company's segments include In-Store Media North America,
In-Store Media International, BIS and Other.  Its In-store
media-North America's operations are based in the United States,
Canada and Latin America.  Its In-store media-International's
operations are based in Europe, Asia and Australia.  BIS is the
Company's audio-visual design and integration subsidiary that
focuses on corporate and commercial applications. Technomedia
provides audio-visual technology and design for large-scale
commercial applications as well as advertising content creation and
production solutions.

Mood Media Corporation on May 18, 2017, commenced reorganization
proceedings before the Ontario Superior Court of Justice in
Ontario, Canada, to effect a plan of arrangement.

On May 22, 2017, Mood Media Corp. and 14 subsidiaries commenced
Chapter 15 bankruptcy cases (Bankr. S.D.N.Y. Lead Case No.
17-11413) to seek U.S. recognition of the restructuring proceedings
in Canada.

The Hon. Michael E. Wiles presides over the Chapter 15 cases.

Michael F. Zendan II, the Executive VP and General Counsel of Mood
Media, was named foreign representative, authorized to sign the
Chapter 15 petitions.

Kirkland & Ellis LLP is serving as U.S. counsel to Foreign
Representative, with the engagement led by Joshua Sussberg, Esq.,
and  Edward O. Sassower, P.C., in New York, and James H.M.
Sprayregen, P.C., Adam C. Paul, Esq., Bradley Thomas Giordano,
Esq.,  Whitney C. Fogelberg, Esq., in Chicago.

Stikeman Elliott LLP, is serving as Mood Media's Canadian counsel,
with the engagement led by Alex Rose, Esq., Kathryn Esaw, Esq., and
Patrick Corney, Esq.

Attorneys for Apollo Global Management, LLC and GSO Capital
Partners LP in the Chapter 15 cases:

         Jeffrey D. Saferstein, Esq.
         Mark Nixdorf, Esq.
         PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
         1285 Avenue of the Americas
         New York, New York  10019-6064
         Telephone: (212) 373-3000
         Facsimile:  (212) 757-3990
         E-mail: jsaferstein@paulweiss.com
                 mnixdorf@paulweiss.com


MOOD MEDIA: Seeks U.S. Recognition of Canadian Proceedings
----------------------------------------------------------
To ensure the effective and economic administration of their
restructuring efforts in Canada, Mood Media Corporation and its
subsidiaries require the protection afforded to foreign debtors
pursuant to chapter 15 of the Bankruptcy Code in order to prevent
disruption of business and recognize the legal effect of the
Canadian proceedings in the United States.

Accordingly, Mood Media and its subsidiaries ask the U.S.
Bankruptcy Court for the Southern District of New York to enter an
order recognizing their restructuring proceedings before the
Ontario Superior Court of Justice in Ontario, Canada as foreign
nonmain proceedings under chapter 15 of the Bankruptcy Code.

Aside from Mood Media, entities that have filed Chapter 15
petitions are Convergence, LLC, DMX Holdings, LLC, DMX Residential
Holdings, DMX Residential, LLC, DMX, LLC, Mood Media North America
Holdings Corp., Mood Media North America, LLC, Mood US
Acquisition1, LLC, Muzak Capital LLC, Muzak Holdings LLC, Muzak
LLC, ServiceNET Exp, LLC, Technomedia NY, LLC, and Technomedia
Solutions, LLC.

Michael F. Zendan II, the foreign representative of the Debtors,
avers that recognition of the Canadian Proceedings as foreign
nonmain proceedings is warranted.

Each of the Debtors has property in the United States in the form
of a retainer deposit in a client trust account at Citibank in New
York, New York for the benefit of all of the Debtors. Additionally,
each of the Debtors has either issued or guaranteed certain bonds
that are governed by New York law.  Finally, all of the Debtors
except Mood Media Corporation are United States corporate entities
operating in the United States with their principal assets in the
United States.

According to Mr. Zendan, each of the Debtors has an establishment
in Canada as such term is defined in section 1502(2) of the
Bankruptcy Code.  The Debtors' parent company, Mood Media
Corporation, is a Canadian corporation that has a 100% ownership
interest in the remaining Debtors.  Additionally, the Debtors are
an integrated, complex enterprise, and numerous of the Debtors'
administrative, support, and other functions are performed on a
centralized basis and managed in Canada, namely:

    a. executive management of the Debtors, including subsidiaries
located in the U.S., report to the board of directors of Mood Media
Corporation, a corporation registered under the laws of Canada and
are managed on an integrated basis with other divisions via global
teams reporting to Mood Media Corporation;

    b. the Debtors pay management fees to Canadian debtor Mood
Media Corporation for the benefits received from certain shared
services, including financial management and control, finance,
treasury, internal audit, legal and risk, human resources, and
procurement, which are paid through intercompany payments;

    c. the Debtors have intercompany license arrangements with Mood
Media Corporation in Canada for the use of Mood brand and
intellectual property related to Mood's new digital products which
are owned within Canada;

    d. certain of the Debtors' share accounting functions and cash
management systems, which are primarily maintained and directed by
Canadian debtor Mood Media Corporation;

    e. funds are transferred between the Debtors and Canadian
debtor Mood Media Corporation to settle inter-company balances,
meet liquidity requirements and to concentrate surplus cash to pay
down debt; and

    f. the Debtors' most significant liabilities, including the
9.25% Notes and Term Loan Facility, were issued by Canadian debtor
Mood Media Corporation.

                      About Mood Media Corp

Mood Media Corporation (TSX:MM) -- http://www.moodmedia.com-- is
provider of in-store audio, visual, and other forms of media and
marketing services in North America and internationally.
Mood Media Corp was created after the acquisition of Mood Media by
Fluid Music Canada, Inc. in 2010.  The Company has more than
500,000 active client locations around the globe.  Its clients
include specialist retailers, department stores, supermarkets,
financial institutions and fitness clubs, as well as hotels, car
dealerships and restaurants.

The Company's segments include In-Store Media North America,
In-Store Media International, BIS and Other.  Its In-store
media-North America's operations are based in the United States,
Canada and Latin America.  Its In-store media-International's
operations are based in Europe, Asia and Australia.  BIS is the
Company's audio-visual design and integration subsidiary that
focuses on corporate and commercial applications. Technomedia
provides audio-visual technology and design for large-scale
commercial applications as well as advertising content creation and
production solutions.

Mood Media Corporation on May 18, 2017, commenced reorganization
proceedings before the Ontario Superior Court of Justice in
Ontario, Canada, to effect a plan of arrangement.

On May 22, 2017, Mood Media Corp. and 14 subsidiaries commenced
Chapter 15 bankruptcy cases (Bankr. S.D.N.Y. Lead Case No.
17-11413) to seek U.S. recognition of the restructuring proceedings
in Canada.

The Hon. Michael E. Wiles presides over the Chapter 15 cases.

Michael F. Zendan II, the Executive VP and General Counsel of Mood
Media, was named foreign representative, authorized to sign the
Chapter 15 petitions.

Kirkland & Ellis LLP is serving as U.S. counsel to Foreign
Representative, with the engagement led by Joshua Sussberg, Esq.,
and  Edward O. Sassower, P.C., in New York, and James H.M.
Sprayregen, P.C., Adam C. Paul, Esq., Bradley Thomas Giordano,
Esq.,  Whitney C. Fogelberg, Esq., in Chicago.

Stikeman Elliott LLP, is serving as Mood Media's Canadian counsel,
with the engagement led by Alex Rose, Esq., Kathryn Esaw, Esq., and
Patrick Corney, Esq.


MOOD MEDIA: To Seek Approval of Plan of Arrangement June 20
-----------------------------------------------------------
Mood Media Corporation is slated to seek final approval from the
Ontario Superior Court of Justice (Commercial List) of a Plan of
Arrangement that would effect a debt-to-equity exchange,
redemption, or refinancing of its $650 million funded debt at a
hearing on June 20, 2017.

The Debtors' capital structure consists of a term loan, one note
issuance, common shares and, in the case of Mood Media, a limited
recourse guarantee of a note issuance by Mood's European division.
As of May 22, 2017, the Debtors' total amount of outstanding funded
indebtedness is approximately $650 million:

   * Mood Media is a borrower under a $250 million term loan dated
as of May 1, 2014, with Credit Suisse AG, Cayman Islands Branch, as
administrative agent, collateral agent and issuing bank, and the
lenders party thereto, secured by liens on substantially all of the
Debtors' assets (the "Term Loan Facility").

   * Mood Media issued the 9.25% senior unsecured notes due 2020
(the "9.25% Notes") in an aggregate principal amount of US$350
million, issued pursuant to an indenture dated as of Oct. 19, 2012,
between Mood Media, as issuer, Bank of New York Mellon as U.S.
trustee, and BNY Trust Company of Canada, as Canadian trustee.

   * Mood Media is also the limited recourse guarantor of an
issuance of 10% senior unsecured notes due 2023 (the "MMGSA Notes"
and, together with the 9.25% Notes, the "Notes") in an aggregate
principal amount of US$50 million, issued pursuant to an indenture
dated as of August 6, 2015, between Mood Media Group S.A., as
issuer and Computershare Trust Company, N.A., as trustee, by Mood
Media Corporation's European subsidiary, Mood Media Group S.A.

As of March 9, 2017, the Debtors have more than 183 million shares
of common stock issued and outstanding (the "Common Shares"), and
the shares are listed on the Toronto Stock Exchange under the
trading symbol "MM."  Arbiter Partners Capital Management, LLC
controls approximately 17.66%, and Fidelity Management & Research
Company, et al., own 12.22% of Mood Media.

The Plan of Arrangement provides for, among other things:

   a. the issuance of new common shares of Mood Media Corporation
(the "New Common Shares"), in consideration for the irrevocable
exchange and transfer of all the 9.25% Notes;

   b. the issuance of new second lien notes of Mood Media
Corporation (the "New Company Notes"), in consideration for the
irrevocable exchange and transfer of all the 9.25% Notes;

   c. the irrevocable exchange of all of the 9.25% Notes in
consideration for US$500 in principal amount of New Company Notes
and up to 175 New Common Shares, as well as additional New Common
Shares for Company Noteholders who contribute new capital, per
US$1,000 of principal amount of the 9.25% Notes; and;

   d. the exchange of all of issued and outstanding Common Shares
in consideration for CAD$0.17 in cash per share.

The lenders under the Term Loan Facility are not eligible to vote
on the plan of arrangement between the Debtors on the one hand, and
their shareholders and noteholders on the other hand; however, the
Plan of Arrangement contemplates the Term Loan Facility to be paid
in full.

The obligations arising under the 9.25% Notes are subject to the
Plan of Arrangement and holders of the 9.25% Notes are eligible to
vote.  The noteholders under the MMGSA Notes are not eligible to
vote on the Plan of Arrangement; however, the Plan of Arrangement
contemplates the MMGSA Notes to be paid in full.

In connection with, but separate from, the Plan of Arrangement,
Mood intends to undertake the funding of new first lien credit
facilities in the aggregate amount of US$315 million to complete:

    (a) the refinancing of the Debtors' term loan facility, on
terms and conditions acceptable to Debtors and certain significant
holders of the 9.25% Notes (the "Sponsors");

    (b) the redemption of the MMGSA Notes in full, in accordance
with the indenture governing their terms; and

    (c) pay costs and expenses in connection with the Plan of
Arrangement.

The Debtors' term loan facility and the MMGSA Notes are unimpaired
by the Plan of Arrangement and, if the Plan of Arrangement proceeds
as planned, the principal and interest on the term loan facility
and the MMGSA Notes will be repaid in full.  In addition, the
Debtors' trade debt, other non-financial claims and obligations to
employees will continue to be paid or otherwise satisfied in the
ordinary course of business.

                        Interim CBCA Order

On May 18, 2017, Mood Media Corporation filed an application with
the Ontario Superior Court of Justice (Commercial List) ("Canadian
Court") pursuant to section 192 of the CBCA.

On that same date, the Canadian Court issued an interim order (the
"Interim CBCA Order") permitting Mood Media Corporation to call,
hold, and conduct special meetings of holders of the 9.25% Notes
issued by Mood (the "Company Noteholders") and holders of the
common shares issued by Mood (the "Company Shareholders") to
consider a plan of arrangement under section 192 of the CBCA (the
"Plan of Arrangement").  

The Interim CBCA Order prohibits creditors from taking enforcement
actions against the company until October 12, 2017.

The Interim CBCA Order sets out a proposed timeline under which the
Plan of Arrangement is to be approved.  Pursuant to the Interim
CBCA Order, the holders of the Common Shares (the "Company
Shareholders") and the holders of the 9.25% Notes (the "Company
Noteholders") will hold separate meetings to consider authorizing
and approving the Plan of Arrangement, among other things, on June
15, 2017.

The Company Shareholders must approve the Plan of Arrangement by
(a) at least 66.67% of the votes cast by Company Shareholders
present in person or represented by proxy; and (b) at least a
majority of the votes cast by Company Shareholders (excluding
certain interested shareholders).

The Company Noteholders must approve the Plan of Arrangement by at
least 66.67% of the votes cast by Company Noteholders present in
person or represented by proxy where each $1.00 in principal amount
of the 9.25% Notes will entitle the holder to one vote.  

Upon approval by the requisite stakeholders (i.e., the Company
Shareholders and the Company Noteholders), the Canadian Court will
hold a hearing to consider entry of a final order approving the
Plan of Arrangement on or about June 20, 2017 at 9:00 a.m. (Toronto
time).

                      About Mood Media Corp

Mood Media Corporation (TSX:MM) -- http://www.moodmedia.com-- is
provider of in-store audio, visual, and other forms of media and
marketing services in North America and internationally.
Mood Media Corp was created after the acquisition of Mood Media by
Fluid Music Canada, Inc. in 2010.  The Company has more than
500,000 active client locations around the globe.  Its clients
include specialist retailers, department stores, supermarkets,
financial institutions and fitness clubs, as well as hotels, car
dealerships and restaurants.

The Company's segments include In-Store Media North America,
In-Store Media International, BIS and Other.  Its In-store
media-North America's operations are based in the United States,
Canada and Latin America.  Its In-store media-International's
operations are based in Europe, Asia and Australia.  BIS is the
Company's audio-visual design and integration subsidiary that
focuses on corporate and commercial applications. Technomedia
provides audio-visual technology and design for large-scale
commercial applications as well as advertising content creation and
production solutions.

Mood Media Corporation on May 18, 2017, commenced reorganization
proceedings before the Ontario Superior Court of Justice in
Ontario, Canada, to effect a plan of arrangement.

On May 22, 2017, Mood Media Corp. and 14 subsidiaries commenced
Chapter 15 bankruptcy cases (Bankr. S.D.N.Y. Lead Case No.
17-11413) to seek U.S. recognition of the restructuring proceedings
in Canada.

The Hon. Michael E. Wiles presides over the Chapter 15 cases.

Michael F. Zendan II, the Executive VP and General Counsel of Mood
Media, was named foreign representative, authorized to sign the
Chapter 15 petitions.

Kirkland & Ellis LLP is serving as U.S. counsel to Foreign
Representative, with the engagement led by Joshua Sussberg, Esq.,
and  Edward O. Sassower, P.C., in New York, and James H.M.
Sprayregen, P.C., Adam C. Paul, Esq., Bradley Thomas Giordano,
Esq.,  Whitney C. Fogelberg, Esq., in Chicago.

Stikeman Elliott LLP, is serving as Mood Media's Canadian counsel,
with the engagement led by Alex Rose, Esq., Kathryn Esaw, Esq., and
Patrick Corney, Esq.



NEWALTA CORPORATION: DBRS Confirms CCC(high) Issuer Rating
----------------------------------------------------------
DBRS Limited confirmed the Issuer Rating of Newalta Corporation
(Newalta or the Company) at CCC (high). The Company's Recovery
Rating remains unchanged at RR6 (poor) based on an anticipated
unsecured debt recovery of less than 10% in a hypothetical default
scenario. This results in a two-notch adjustment to arrive at an
Unsecured Notes rating of CCC (low). However, DBRS is changing the
trend on both ratings to Stable as a result of recent operating
results being consistent with expectations.

When DBRS downgraded Newalta's ratings on November 11, 2016, the
rationale for the action included worse-than-expected operating
performance and key credit metrics that were weak. The
disappointing operating performance resulted from, in part,
non-recurring events such as the fires in Fort McMurray in Q2 2016
and road restrictions caused by heavy rainfall in Q3 2016. DBRS
noted Newalta's substantial cost-cutting efforts, minimized capital
spending and suspended dividends, and that despite continued weak
operating conditions, if the Company could deliver operating
results that were consistent with Q3 2016 EBITDA (excluding the
impact of the road restrictions) into subsequent quarters, DBRS
would consider changing the trend to Stable.

In Q4 2016 and Q1 2017, Newalta delivered EBITDA of $11.3 million
and $8.6 million, respectively, using DBRS's calculation. These
were ahead of the normalized Q3 2016 result and represented
substantial year-over-year (YOY) improvements. The better YOY
performances were driven by a mix of cost rationalization benefits
and, importantly, increased drilling activity in Q1 2017. This
performance was consistent with DBRS's expectations. Furthermore,
DBRS views this level of EBITDA generation as roughly the expected
run-rate for the coming quarters, even accounting for seasonal
fluctuations such as the regular Q2 spring breakup impact on the
Oilfield Services division. Such a view implies that key coverage
metrics (adjusted for operating leases) may return to the B range
by year-end 2017, implying a strong recovery of key coverage
metrics from the particularly weak base in 2016. In the last 12
months (LTM) to Q1 2017, adjusted debt-to-EBITDA improved to 10.0
times, and DBRS expects this material improvement to continue. For
example, the LTM Q2 2017 period will exclude the Q2 2016 results,
when EBITDA dropped to $1.3 million primarily because of the impact
of the Fort McMurray fires.

Note that while DBRS is projecting further rapid improvement in
coverage metrics in the coming quarters, followed by generally
steady, albeit modest improvement going forward, DBRS anticipates
that adjusted total debt-to-capital, already at a record high of
61% in Q1 2017, is likely to increase as a result of (1) debt
additions to cover free cash flow deficits and (2) a declining
equity base from projected net losses, exacerbated by a change in
taxation accounting introduced in 2016. As a result of the large
magnitude of the Company's recent net losses and tax loss
carryforwards, which created deferred tax assets on a scale well
above deferred tax liabilities and not likely to be required to
offset potential positive net income that may occur beyond the near
term, Newalta is no longer recognizing net deferred income tax
assets. The non-cash implication of this change is that net losses
are not mitigated by tax recoveries, meaning that the full impact
of net losses is felt on the equity base. As a result, while DBRS
continues to monitor adjusted debt-to-capital as a key credit
metric, DBRS is placing even less weight in this measure.

Newalta's $150 million total secured credit facility is due to
mature on July 12, 2019, and is generally extended on an annual
basis. As of March 31, 2017, Newalta was in compliance with all
active debt covenants. During Q1 2017, the terms of the facility
were amended and extended. The total debt-to-EBITDA covenant waiver
was extended to Q2 2019, certain modest adjustments to the senior
debt-to-EBITDA and interest coverage covenants were agreed upon
with the lenders, and dividends may not be declared until at least
June 30, 2019. As at March 31, 2017, $75.3 million was available
and undrawn on the facility, and the Company held no cash on the
balance sheet. Assuming capital spending remains constrained in
2017 as it was in 2016, and considering the restrictions on
dividends noted above, DBRS anticipates a modest free cash flow
deficit in 2017. Overall, DBRS believes Newalta's current available
liquidity is sufficient for near-term needs. Newalta's next
long-term debt maturity is in November 2019 when its $125 million
Series 2 Senior Unsecured Debentures are due. In November 2017,
these bonds will enter a par call period, and the Company is
"proactively assessing market conditions and options for optimum
refinancing."

The Stable trend and the implied financial profile recovery
discussed above reflect DBRS's view that, in lieu of further
non-recurring shocks, operating performance in the near term would
support at least the current rating. Unfavourable deviation from
this expectation could result in a downgrade.

After the precipitous drop in the benchmark West Texas Intermediate
(WTI) and Western Canadian Select oil prices in 2014 and 2015,
prices improved modestly through 2016, and consensus expectations
are for continued firming. Oil prices are the main driver of
short-term and long-term activity among Newalta's customers, with
the most acute impact felt on exploration drilling and completions,
and a more lagged impact on production. Therefore, given the early
stage of recovery, in order to offer an opinion on what may result
in an upgrade, a more in-depth look at the Company's operating
segments, and the expected sequencing of recovery through those
segments is required.

Newalta operates two business lines: Oilfield and Heavy Oil.

The Oilfield division has averaged 57% of revenues since 2014, and
the top line contribution from this division in the LTM Q1 2017
period was just above the historical average. With its expertise in
centrifugation and chemical treatment, Newalta processes and
recovers oil and water, and reduces solid wastes from customers'
drill site locations. The Oilfield - Facilities division in Western
Canada and the Bakken field in North Dakota sources waste streams
for processing from (1) customers' production wells, which tend to
be more stable; and (2) customers' drilling and completion
activities, which are more closely linked to changes in WTI oil
pricing. The Oilfield -- Drilling Services division has equipment
that can be deployed as installable packages relatively quickly
from various hubs strategically located in Western Canada and in
the United States (e.g., Bakken, Eagleford, Marcellus).

A leading indicator of the business environment and Newalta's
performance is the extent to which the Oilfield -- Drilling
Services equipment is being utilized. The greater the proportion of
the approximately 200 pieces of equipment standing idle in one of
Newalta's hubs, the lower the revenues, ceteris paribus. Between
2010 and 2014, drill site utilization in the United States and
Canada ranged between 52% and 57%. However, in 2015, drill site
equipment utilization dropped to 27% as drilling activity reacted
to the weaker oil price environment, and then dropped again in 2016
to a very weak 16%, including only 8% in Canada. In Q1 2017, drill
site equipment utilization rose to 37% overall, a major improvement
compared with Q1 2016's 14%, and every other quarter in 2016.

This is possibly an important result, because it may be the initial
evidence of sustained drilling activity recovery. In terms of
sequencing in a recovery scenario, drilling activity is expected to
be the first part of the business to begin to gain traction.
Subsequently, the Oilfield – Facilities business would be next,
followed by the Heavy Oil business. Although some Heavy Oil project
work improvement was observed in Q1 2017, the Company has stated
that it would not expect a material improvement – a step change
– in Heavy Oil until there is sustained WTI spot oil pricing of
$60/barrel. Contracted revenues continue to deliver predictable
cash flow through volume- and price-based agreements, with most of
these sales generated through the Heavy Oil segment. Contracted
sales accounted for 20% of total company revenues in the LTM Q1
2017 period, down from 22% in 2016 and 29% in 2015. Contracted
revenues are affected by customers' investment spending in
steam-assisted gravity drainage and oil sands mining operations.

DBRS would consider a positive rating action if clear evidence
shows that the recent progress has indeed been the harbinger of a
recovery with traction. To this end, DBRS will be monitoring
customers' rig counts in the areas Newalta operates, especially
those such as deeper depth horizontal drilling, which require
invert (i.e., oil fluid-based techniques) as opposed to water-based
drilling techniques that generate waste that can be more easily
managed by the customers themselves. More importantly, DBRS will be
monitoring to ensure that these potential increased invert rig
counts translate into higher equipment utilization, sales and
EBITDA for Newalta.


NOVA CHEMICALS: Moody's Rates New $2.1BB Senior Unsecured Notes Ba2
-------------------------------------------------------------------
Moody's Investors Service assigned Ba2 ratings to $2.1 billion of
7- and 10-year senior unsecured notes to be issued by NOVA
Chemicals Corporation (Ba1 CFR). Proceeds from the new debt will be
used to finance the acquisition of an ethylene plant in Geismar,
Louisiana and related assets from Williams Partners L.P. (Williams,
Baa3 stable) for $2.1 billion. This transaction is expected to
close in the summer of 2017 once all customary regulatory approvals
are received. The outlook is stable.

"This acquisition diversifies NOVA's large Canadian asset base and
provides the ability to expand operations on the Gulf Coast over
time, while keeping leverage fairly low," stated Joe Princiotta, VP
and Senior Credit officer at Moody's.

Rating Assigned:

Issuer: NOVA Chemicals Corporation

-- Senior Unsecured Notes due 2024 at Ba2 (LGD4)

-- Senior Unsecured Notes due 2027 at Ba2 (LGD4)

RATINGS RATIONALE

The Ba2 rating on the new unsecured notes is one notch below the
Ba1 Corporate Family Rating (CFR), reflecting their subordination
to the secured credit facility. NOVA's Ba1 CFR is supported by
relative low net leverage and low cost assets in Joffre and
Geismar, offset by its relative narrow commodity product portfolio
and the expected reduction in ethylene chain margins over the next
two years.

The assets to be acquired consist of an 88.46% ownership interest
in Williams's Geismar, Louisiana-based ethylene plant and Williams
Ethylene Trading Hub business in Mont Belvieu, Texas. This
transaction will increase debt to roughly $3.1 billion. However,
the balance sheet has been under-levered so the leverage increases
to a still comfortable level of 2.4x, including Moody's standard
adjustments. Moreover, with its elevated cash balance, net leverage
is only 1.7x.

The acquisition provides a modest but immediate source of
diversification to NOVA's historically narrow asset profile
consisting of its two large facilities in Joffre and Corunna, with
the majority of NOVA's EBITDA historically concentrated at Joffre.
Moreover, the acquired cracker provides a foothold into the
important US Gulf region as well as the potential for future
investment in polyethylene and possibly an additional ethylene
cracker longer term. The Williams cracker was originally built in
1968, and despite the plant's age and storied history, it underwent
considerable refurbishment and expansion from 2013-2015, which
modernized much of its infrastructure and upgraded key ethylene
process equipment.

The acquisition of the Williams cracker comes on the heels of the
recent announcement that NOVA and sister company Borealis AG had
entered into a preliminary agreement to form a joint venture with
Total Petrochemicals and Refining USA, Inc. ("Total") to construct
a 1.0 million ton per year (TPY) ethylene cracker in Port Arthur,
Texas and a 650 million TPY polyethylene (PE) plant in Bayport,
Texas. Costs to construct the project over the next four years
would be shared by the partners, with start-up slated for late
2020. A final investment decision is expected in late 2017.

If NOVA proceeds with the JV project, combined with near-term
cyclical weakness, Moody's would expect NOVA's free cash flow to be
limited or negative, at least for the next two years. Moody's
expects NOVA's earnings to come under pressure as new ethylene
capacity in the US reduces operating rates and impacts margins for
North American ethylene and PE producers, including NOVA. However,
the impending trough is not expected to be as severe as historical
troughs and margins are expected to bottom, probably in 2018 or
2019, at relatively healthy levels given the sustained NA feedstock
advantage, Moody's added.

NOVA's stable outlook reflects its relatively conservative balance
sheet tempered by the expected decline in ethylene margins though
2019 as well as the expected increase in investment necessary to
fund the new venture with Total and Borealis. Moody's would
consider raising NOVA's rating to Baa3 if NOVA exhibits reliable
performance in operating the Williams ethylene cracker, continuing
adherence to conservative balance sheet policies and strong
liquidity, a resolution of the patent and E3 litigation with Dow
Chemical that does not result in a significant increase in
leverage, and evidence that the JV project, if pursued, has a
capital expenditure profile that does not meaningfully deplete cash
balances during the industry trough. Moody's would consider a
downgrade if leverage is expected to sustainably exceed 3.0x, if
free cash flow is negative for multiple quarters, or if liquidity
is materially impaired as a result of the ethylene cycle or
aggressive capital spending.

The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013.

NOVA Chemicals Corporation (NOVA), headquartered in Calgary,
Alberta (Canada), is a producer of ethylene, polyethylene plastics,
and expandable polystyrene. The company's plastics and chemicals
are used in a variety of applications including rigid and flexible
packaging, containers, building and construction materials,
housewares and other industrial consumer goods. NOVA is owned by
Mubadala Investment Company of Abu Dhabi; it generated over $3.5
billion in revenues in 2016.


NUSTAR ENERGY: Moody's Confirms Ba1 CFR; Outlook Negative
---------------------------------------------------------
Moody's Investors Service confirmed the ratings of NuStar Energy
L.P. (NuStar) and NuStar Logistics L.P. (NuStar Logistics)
including the Ba1 Corporate Family Rating (CFR) and the Ba1 senior
unsecured notes ratings. Moody's also affirmed NuStar's SGL-3
Speculative Grade Liquidity (SGL) rating. The rating outlook is
negative.

This action resolves the review for downgrade that was initiated on
April 12, 2017 following NuStar's announcement that it would
acquire Navigator Energy Services, LLC (Navigator).

"The confirmation of the Ba1 rating reflects the potential benefits
of increased business and basin diversification with entry into the
Permian Basin, despite higher leverage and the risk inherent in
ramping up the Navigator assets," commented RJ Cruz, Moody's Vice
President. "Leverage is high and coverage metrics are weak this
year, but should improve in 2018 as EBITDA contribution is expected
to increase with the new assets transporting rising volumes out of
the Permian."

Ratings Confirmed:

Issuer: NuStar Energy L.P.

Corporate Family Rating, Confirmed at Ba1

Probability of Default Rating, Confirmed at Ba1-PD

Preferred Stock (Local Currency), Confirmed at Ba3 (LGD6)

Issuer: NuStar Logistics L.P.

Senior Unsecured Regular Bond/Debenture, Confirmed at Ba1 (LGD3)

Subordinate Regular Bond/Debenture, Confirmed at Ba2 (LGD6)

Rating Affirmed:

Issuer: NuStar Energy L.P.

Speculative Grade Liquidity Rating, Affirmed at SGL-3

Outlook Actions:

Issuer: NuStar Energy L.P.

Outlook, Changed to Negative from Ratings Under Review

Issuer: NuStar Logistics L.P.

Outlook, Changed to Negative from Ratings Under Review

RATINGS RATIONALE

NuStar closed its acquisition of Navigator Energy Services, LLC
(Navigator, unrated) for $1.475 billion in May 2017. The purchase
was funded with 41% common equity, 24% preferred equity and 35%
unsecured bonds. Navigator has oil gathering, transportation, and
storage operations in the Permian Basin. While this transaction
will give NuStar entry into one of the most prolific basins in the
United States and was funded with a substantial amount of equity,
risks remain with respect to lower oil prices, reduced customer
drilling activity and lower than anticipated ramp up of production
volumes.

NuStar's Ba1 CFR is supported by the breadth of the company's
refined product and crude oil pipeline transportation
infrastructure, storage and terminal assets. Its EBITDA is over 95%
fee-based, with EBITDA in the Eagle Ford Shale supported by
long-term contracts with minimum volume commitments. The acquired
Navigator assets in the Permian Basin are additionally supported by
long-term fee-based contracts, as well as acreage dedications, and
will provide NuStar additional opportunities for organic growth.
However, Moody's is also projecting total leverage to be almost 6x
and coverage ratio to be under 1x in 2017 before improving to 5x
and over 1x, respectively in 2018. Moody's projections incorporate
improving volumes in the Eagle Ford but there is considerable
uncertainty around the timing and magnitude of EBITDA contribution
from the Navigator assets. In addition, the company will be relying
heavily on its revolver as well as support from the equity and debt
markets to fund its outspend in the next two years.

NuStar's SGL-3 rating reflects adequate liquidity into mid-2018.
NuStar's liquidity profile is constrained by its high payout MLP
model, heavy utilization of its revolver and projected moderate
covenant compliance cushion. NuStar's principal source of liquidity
is a $1.5 billion revolving credit facility due October 2019, with
$717 million availability as of 31 March 2017 (after accounting for
drawings of $775 million and letters of credit of $8 million). The
credit facility is unsecured, but drawings are subject to a
material adverse change clause. The credit facility has one
financial covenant: debt/EBITDA of no greater than 5.0x (increasing
to 5.5x for two quarters after an acquisition), and the calculation
includes material project adjustments to EBITDA for projects under
construction, and does not include NuStar's $403 million in
subordinated notes and certain other items. NuStar was in
compliance at 31 March 2017, though compliance cushion will be
limited as the revolver is needed to fund NuStar's increased
capital plans through 2018. Supporting NuStar's liquidity profile
is an unsecured capital structure and the corresponding flexibility
to sell assets to raise cash. Its next debt maturity is the $350
million senior notes due in April 2018.

Under Moody's Loss Given Default methodology, NuStar Logistics'
unsecured notes are rated Ba1, reflecting a capital structure that
is comprised of almost all unsecured debt. NuStar Logistics'
various unsecured bonds and revolving credit facility are unsecured
and pari passu. NuStar Logistics' subordinated notes are rated Ba2,
reflecting their subordination to NuStar Logistics' senior
unsecured debt. NuStar's preferred units are rated Ba3, two notches
below the Ba1 CFR, reflecting their contractual and structural
subordination to NuStar Logistics' debt obligations.

The negative outlook reflects risks of achieving meaningfully
higher EBITDA in 2018 to improve the weak leverage and coverage
metrics.

Ratings could be downgraded if Debt/EBITDA does not steadily
decline as forecasted to a level at or below 5x by 2018 with
distribution coverage rising above 1x in 2018. While an upgrade is
not likely in the near-term, Debt/EBITDA approaching 4x on a
sustainable basis and distribution coverage maintained above 1.1x
could result in an upgrade.

The principal methodology used in these ratings was Midstream
Energy published in May 2017.

NuStar Energy L.P. is a publicly traded energy master limited
partnership headquartered in San Antonio, Texas.


OCEAN RIG: Launches Schemes of Arrangement
------------------------------------------
Ocean Rig UDW Inc., an international contractor of offshore
deepwater drilling services, on May 22, 2017, disclosed that it
will seek orders from the Grand Court of the Cayman Islands (the
"Cayman Court") to convene meetings ("Scheme Meetings") in relation
to schemes of arrangement proposed by Ocean Rig, DFH, DOV and DRH
(the "Schemes").  The Schemes will implement the restructuring (the
"Restructuring") envisaged by the RSA entered into on March 23,
2017 (as amended).

A summary of the Schemes and the background to the Restructuring is
included in the Practice Statement Letter which has been
distributed to creditors affected by the Schemes (the "Scheme
Creditors") on May 22.  If the Cayman Court grants leave to convene
the Scheme Meetings at the Directions Hearings all Scheme Creditors
will be provided with an explanatory statement in advance of those
meetings which will contain information for creditors to make an
informed decision about the merits of the proposed Schemes.

Ocean Rig will advise the Scheme Creditors of the precise date,
time and location at which the Directions Hearings will take place
promptly upon such information having been confirmed by the Cayman
Court.  Scheme Creditors who wish to obtain further information
about the Restructuring should register with Prime Clerk LLC, the
Company's Information Agent, as detailed below.

Each Scheme can only become binding if at least a majority in
number of the relevant creditors, holding at least seventy-five per
cent (75%) in value of claims, present and voting (either in person
or by proxy) at the relevant Scheme Meeting, vote in favor of that
Scheme and the Cayman Court then sanctions it.  Each of the UDW
Scheme, the DFH Scheme and the DOV Scheme is inter-conditional upon
each other and must be approved by the requisite Scheme Creditors
at each of the relevant Scheme Meetings, sanctioned by the Cayman
Court and given effect by the U.S. Bankruptcy Court in order to
become effective.  The DRH Scheme is conditional on the requisite
Scheme Creditor approval, sanction by the Cayman Court, being given
effect by the U.S. Bankruptcy Court and the effectiveness of the
UDW Scheme, the DFH Scheme and the DOV Scheme.

                            Background

As contemplated by the RSA, Simon Appell of AlixPartners Services
UK LLP and Eleanor Fisher of Kalo (Cayman) Ltd were appointed
pursuant to an order of the Cayman Court (the "JPL Order") to act
as joint provisional liquidators ("JPLs") to each Scheme Company on
March 27, 2017.  By virtue of the presentation of winding up
petitions and the appointment of the JPLs, provisional liquidation
proceedings were commenced in the Cayman Islands and the Scheme
Companies, are subject to a moratorium in the Cayman Islands.  In
addition, the Scheme Companies have commenced ancillary proceedings
in the US pursuant to Chapter 15 of the US Bankruptcy Code and are
subject to a moratorium in the US.

               Indebtedness Subject to the Schemes

Pursuant to the JPL Order, and having consulted with the directors
of the Scheme Companies, the JPLs have determined it was
appropriate on May 22 to move forward with promoting the Schemes in
connection with the following primary indebtedness of the Scheme
Companies:

   (a) US$500,000,000 7.25% senior unsecured notes due April 30,
2019 issued by UDW pursuant to the indenture dated March 26, 2014
between UDW and Deutsche Bank Trust Company Americas (as amended,
supplemented, and/or amended and restated from time to time);

   (b) the amended and restated US$1,900,000,000 credit agreement
dated as of February 7, 2014 among DFH, Drillships Projects Inc.,
UDW, the lenders party thereto from time to time and Deutsche Bank
AG New York Branch (the "DFH Facility");

   (c) the US$1,300,000,000 credit agreement dated as of July 25,
2014 among DOV, Drillships Ventures Projects Inc., UDW, the lenders
party thereto from time to time, Deutsche Bank AG New York Branch
(the "DOV Facility"); and

   (d) US$800,000,000 6.5% Senior Secured Notes due 2017 Notes
issued by DRH pursuant to the indenture dated September 20, 2012
(the "DRH Notes").

In addition to the primary indebtedness described above, the
Schemes will also be promoted in respect of UDW's guarantee
obligations of the DFH Facility, the DOV Facility and the DRH
Notes.

            Financial Indebtedness Affected Only

The Schemes will affect only the financial indebtedness of the
Scheme Companies and their co-borrower and guarantor affiliates.
Operations of the Scheme Companies will continue to be unaffected,
and trade creditors and vendors of the Scheme Companies will
continue to be paid in the ordinary course of business and will not
be affected by the Schemes.

The Group's Leverage Will be Substantially Decreased by the
Schemes
If the Schemes are sanctioned, the Scheme Companies will be
substantially deleveraged through an exchange of approximately $3.7
billion principal amount of debt for (i) new equity of the Company,
(ii) approximately $288 million of cash, and (iii) $450 million of
new secured debt.

                    Restructuring Agreement

The RSA is currently supported by creditors representing about 90%
of the affected claims at UDW, about 99% of the affected claims at
DFH, about 97% of the affected claims at DOV and about 57% of the
affected claims at DRH.  The Company believes a successful
consummation of the DRH Scheme maximizes value for the DRH
Creditors.

Noteholders of DRH are directed that they must accede to the RSA by
5pm NY time on May 29, 2017 (not as was previously announced, May
31, 2017) in order to receive their pro rata entitlement to the DRH
Early Consent Fee, which, as announced on May 18, 2017, has been
raised to $3m.

George Economou, Ocean Rig's Chairman and Chief Executive Officer,
commented:

"This is another step forward for the promotion of the
Restructuring.  We are looking forward to the Directions Hearings
and completing the Restructuring by the end of the summer."

Simon Appell, as JPL of the Scheme Companies, commented:
"The launch of the Scheme proceedings has required a tremendous
amount of work by the Scheme Companies, their creditor stakeholders
and various professional advisers.  There remain a number of steps
still to be taken including the upcoming Directions Hearings, but
the launch of the Schemes is a very positive step in the journey to
successfully restructure the Group."

A copy of to the RSA, the Practice Statement Letter and other
information relating to Restructuring is available on a website
maintained by Prime Clerk, the Company's Information Agent LLC at
http://cases.primeclerk.com/oceanrig. Scheme Creditors are
encouraged to register with the Information Agent to obtain access
to these materials.

                    About Ocean Rig UDW Inc.

Ocean Rig. (NASDAQ: ORIG)  -- http://www.ocean-rig.com/-- is an
international offshore drilling contractor providing oilfield
services for offshore oil and gas exploration, development and
production drilling, and specializing in the ultra-deepwater and
harsh-environment segment of the offshore drilling industry.

On March 24, 2017, the Debtors filed winding up petitions with
the Cayman Court and issued summonses for the appointment of
joint provisional liquidators for the purpose of the
Restructuring.  By orders of the Cayman Court dated March 27,
2017, Simon Appell and Eleanor Fisher were appointed as the JPLs
and duly authorized foreign representatives, and the Cayman
Provisional Liquidation Proceedings were commenced.

Simon Appell and Eleanor Fisher of AlixPartners, LLP, in their
capacities, as the joint provisional liquidators and authorized
foreign representatives, filed for Chapter 15 protection for Ocean
Rig and its affiliates (Bankr. S.D.N.Y. Lead Case No. 17-10736) to
seek recognition of the Cayman proceedings.

The JPLs' U.S. counsel are Evan C. Hollander, Esq., and Raniero
D'Aversa Jr., Esq., at Orrick, Herrington & Sutcliffe LLP, in New
York.


OI SA: Bondholders Push for Alternative Plan
--------------------------------------------
The steering committee of the ad hoc group of bondholders of Oi
S.A. and certain of its affiliates submitted documents in U.S.
Bankruptcy Court for the Southern District of New York stating that
it remains committed to pursue a viable alternative plan for the
Brazilian telephone operator.  

Although the Company has ignored the Alternative Plan, the Steering
Committee said May 22, 2017, that it is working with the ECA Ad Hoc
Group to revise the Alternative Plan based on received from other
creditors and stakeholders.  The Steering Committee said it
continues to seek to engage in good faith discussions to refine the
Alternative Plan.

The terms of the Alternative Plan presented to the Company on Dec.
16, 2016, are:

   -- NEW MONEY: The Plan contemplates a capital increase of up to
US$[1.25] billion ("New Equity"), raised through a public offering
("Public Offering") registered with the Brazilian SEC - Comissao de
Valores Mobiliarios ("CVM").  

      * New money providers, comprising (i) Sawiris Group,
including Orascom TMT Investments s.a.r.l. ("Strategic Partner")
and (ii) certain investors, including Bondholders and affiliated
entities ("Financing Bondholders") have committed to backstop
aggregate US$[1.00] billion of new equity capital ("New Money
Commitments") to support the growth of the Company, allocated as
follows:

        i. Strategic Partner: US$[250 million]; and

       ii. Financing Bondholders: US$[750 million].

      * The Bondholders that comprise the steering committee ("SC")
of the ad hoc group of Bondholders of the Company, will make
available additional US$[250 million] in commitments from other
Bondholders that express an interest and sign equity commitment
letters and other related agreements (including a Plan Support
Agreement) by no later than [January 31, 2017] ("Additional
Commitments").

      * In consideration of the commitments they are making as
anchor investors in the Public Offering  and the time and resources
devoted to, and funds incurred in connection with, the
implementation of the Plan, New Money Providers to be entitled to
subscribe an  allocation of the Public Offering as described and a
pro rata backstop fee payable by the Company equal to [7.5]% of the
New Money Commitments ("Backstop  Commitment Fee").

      * In consideration for the time and resources devoted to, and
funds incurred in connection with, the implementation of the Plan
the Strategic Partner shall be entitled to subscribe 100% of the
Strategic Shares.

      * New Money Providers (other than Strategic Partner) to
receive 100% of the new shares issued in the Institutional Tranche
of the Public Offering, in their capacity as "anchor investors"
(on a pro rata  basis based on their respective share of New Money
Commitments).

   -- PUBLIC OFFERING: As soon as practicable after the
consummation of the restructuring of its prepetition debt following
approval and confirmation of the Plan, but no later than an agreed
date ("Outside Date"), Company to launch a registered Public
Offering of Oi shares for a capital increase of the New Equity.
Distribution plan of new shares issued through the Public Offering:


      A. "Priority Tranche": new shares corresponding to [50]% of
New Equity, reserved to existing shareholders at the time of the
Public Offering on a pro rata basis (including Converted
Bondholders.

      B. "Institutional Tranche": new shares corresponding to [40]%
of New Equity, reserved to the New Money Providers (other than
Strategic Partner) as "anchor investors".  

      C. "Retail Tranche": new shares corresponding to [10]% of New
Equity, reserved to retail investors.

   -- STRATEGIC SHARES: Upon conversion of the prepetition Bonds
into equity and by operation of the Plan, the Strategic Partner
shall receive from Bondholders certain rights to subscribe for
shares of the Company ("SP Subscription Rights").  Concurrently
with the launch of Public Offering (but outside and separately from
the Public Offering itself), Strategic Partner will exercise SP
Subscription Rights and thus become the owner of shares of the
company corresponding to the Strategic Partner's New Money
Commitment of $[250 million] ("Strategic Shares").

   -- PRO FORMA EQUITY OWNERSHIP (post-Capital Increase):

      * Strategic Partner: [10.6]%
      * Priority Tranche: [21.2]%
      * Institutional Tranche: [17.0]%
      * Retail Tranche: [4.2]%
      * Existing Shareholders (inc. Conv. Bondholders): [42.0]%
      * Treasury Shares: [5]%

   --  NEW FINANCING BY BANKS/ ECAS:

       * Banks, namely,(i) holders of unsecured bank debt,
including Banco do Brasil ("BB"), Caixa Economica Federal, Banco
Itau, and (ii) Banco Nacional de Desenvolvimento Economico e Social
("BNDES ), as holder of secured bank debt, to provide up to R$[2
billion] of new working capital L/C, L/G financing on market terms
and conditions as determined and agreed through discussions between
the Banks and the New Money Providers ("Banks New WC Financing").

       * Certain ECAs -- certain export credit agencies, facilities
agents and banks, in each case which are creditors of the Company
and its affiliates under certain credit facilities with one or more
Debtors -- to provide new equipment financing in their respective
jurisdictions in amounts and on terms consistent with the Business
Plan and subject to customary terms and conditions to be agreed
through discussions between the ECAs and the New Money Providers
("ECAs New Equipment Financing").

   -- RESTRUCTURING OF OUTSTANDING PREPETITION DEBT: Aggregate
R$[3,327] million of Secured Bank Debt, Aggregate R$[7,933] million
of Unsecured Bank Debt, and Aggregate R$ [5,465] million of ECA
Debt will be restructured.

      * R$[5,800] million of Bond Debt will be exchanged into new
bond debt to be issued by Oi and/or a newly incorporated offshore
finance subsidiary with a guarantee from Oi, reflecting a principal
haircut of [81.1]%.  R$[24,820] million of Bond Debt will be
converted into equity of the Company (holders of such equity, the
"Converted Bondholders"), representing [95]% of the equity of the
Company pre-public Offering.  Bondholders will also be entitled to
receive the SP Subscription Rights and certain warrants.

      * Banks, ECAs and Bondholders will also receive a beneficial
interest in the Dutch Subs Trust.

   -- DUTCH FINANCIAL SUBSIDIARIES: As part of the Plan, prior to
the conversion of Bond debt into equity of the Company, (i) shares
of COOP and PTIF to be contributed to an Oi-creditor-controlled
trust ("Dutch Subs Trust") and (ii) all of Oi treasury shares held
by PTIF (or any other entity) to be cancelled or distributed to
Oi.

A copy of the Alternative Plan is available for free at:

http://bankrupt.com/misc/Oi_SA_67_Bondholders_Alt_Plan.pdf

The Steering Committee tapped Moelis & Company as financial
advisor, Cleary Gottlieb Steen and Hamilton LLP as international
counsel and Pinheiro Neto Advogados as Brazilian counsel.

Attorneys for the Steering Committee can be reached at:

         CLEARY GOTTLIEB STEEN & HAMILTON LLP
         Richard J. Cooper
         Luke A. Barefoot
         One Liberty Plaza
         New York, NY 10006
         Tel: (212) 225-2000
         Fax: (212) 225-3999

                         About Oi SA

Headquartered in Rio de Janeiro, and operating almost exclusively
within Brazil, the Oi Group provides services like fixed-line data
transmission and network usage for phones, internet, and cable,
Wi-Fi hot-spots in public areas, and mobile phone and data
services, and employs approximately 142,000 direct and indirect
employees.

On June 20, 2016, pursuant to Brazilian Law No. 11.101/05 (the
"Brazilian Bankruptcy Law"), Oi S.A. and certain of its
subsidiaries filed for recuperaçao judicial (judicial
reorganization) in Brazil.

On June 21, 2016, OI SA and its affiliates Telemar Norte Leste S.A.
and Oi Brasil Holdings Cooperatief U.A. commenced Chapter 15
proceedings (Bankr. S.D.N.Y. Lead Case No. 16-11791).  Ojas N.
Shah, as foreign representative, signed the petitions.

Coop and PTIF are also subject to proceedings in the Netherlands.

The Chapter 15 cases are assigned to Judge Sean H. Lane.

In the Chapter 15 cases, the Debtors are represented by John K.
Cunningham, Esq., and Mark P. Franke, Esq., at White & Case LLP, in
New York; and Jason N. Zakia, Esq., Richard S. Kebrdle, Esq., and
Laura L. Femino, Esq., at White & Case LLP, in Miami, Florida.

On July 22, 2016, the New York Court recognized the Brazilian
Proceedings as foreign main proceedings with respect to the Chapter
15 Debtors, and granted certain additional related relief.


OI SA: Bondholders Say Company Plan Has No Support From Creditors
-----------------------------------------------------------------
The steering committee of the ad hoc group of bondholders of Oi
S.A. and certain of its affiliates filed documents in U.S.
bankruptcy court to pressure the telephone operator to consider a
proposal which could give lenders control of the restructured
company.

The Steering Committee said in a filing with the U.S. Bankruptcy
Court for the Southern District of New York that its more viable,
alternative bankruptcy-exit plan has been ignored by the company,
notwithstanding that the company has been unable a "credible
plan".

The bondholders group thus reserves all of its rights with respect
to the recognition and enforcement by the New York Court of any
plan that preserves the material terms of the Company's current
proposed terms.

The Steering Committee consists of institutions which as of May 1,
2017, collectively are the beneficial owners of or investment
advisors or managers for the beneficial owners of approximately
US$1.5 billion in principal amount of bonds issued or guaranteed Oi
S.A.  The Steering Committee is part of the larger Ad Hoc Group,
which consists of institutions which collectively are the
beneficial owners of or investment advisors or managers for the
beneficial owners of approximately US$3.0 billion in principal
amount of bonds issued or guaranteed Oi S.A. as of the most recent
updates provided to Cleary Gottlieb Steen & Hamilton LLP.

The Steering Committee says it remains committed to developing a
plan of reorganization that treats all bondholders fairly and
allows the Company to emerge as a viable player in a very
competitive telecommunications market with a viable and sustainable
business plan going forward.

                     No Support From Creditors

"Though nearly a year has passed since the commencement of the
Brazilian Proceedings, little progress has been made: the Company
has still not filed a credible plan in the Brazilian Court, nor has
it undertaken any substantive negotiations with its bondholders,
the single largest constituency of its financial creditors.  That
the Company has refused to engage in any substantive negotiations
with the holders of its bond debt is not accidental -- its primary
objective is not to resuscitate a company that was pushed into
insolvency because of mismanagement and other inappropriate conduct
,but rather to preserve and enhance the interests of its current
shareholders, the same stakeholders who, through their board
representatives and management teams, are responsible for the
current state of the Company.  Accordingly, it is unsurprising that
not a single third-party creditor, state-owned bank, local
financial institution, export credit agency or bondholder has
publicly supported the Company's behavior or proposed plan of
reorganization, a plan that itself was criticized by the
independent directors of the Company's board when it was presented
to them," the Steering Committee said.

After commencing the Brazilian Proceedings, on September 5, 2016,
without any substantive engagement or negotiation with its
creditors, the Company filed its initial plan of reorganization
with the Brazilian Court (the "Initial Company Plan").

Creditors opposed the Initial Company Plan, which also sought to
effect broad third-party releases of non-debtors and affiliates
from all claims, including even potential claims of fraud and
willful or criminal misconduct.  The Steering Committee opposed the
Initial Company Plan, among other reasons, because it sought to
preserve the position of its existing equity holders while at the
same time imposing massive haircuts on its bond debt.  In addition,
according to the Steering Committee, the Initial Company Plan
failed to address the woeful deficiencies in the Company's
corporate governance and the years of underinvestment in the
Company's business.

On March 22, 2017, again without conducting any substantive
negotiations with its largest creditor constituency, the Company
released the proposed economic terms of a revised plan of
reorganization (such terms, the "Revised Economic Terms", and the
forthcoming plan to which they relate, the "Second Company Plan"),
which Revised Economic Terms were ultimately filed with the
Brazilian Court on March 28, 2017 (though the Second Company Plan
has not yet been filed).  

According to the Steering Committee, though the Company claims that
the Revised Economic Terms were formulated on the basis of
conversations with various creditors and their advisors, the facts
and the resounding absence of support from any third-party creditor
constituency suggest otherwise.

"The Revised Economic Terms follow the path of the First Company
Plan -- its clear objective is to preserve the interests of the
existing equity holders at the expense of all other stakeholders.
Indeed, this is obvious to any objective observer that has looked
closely at the situation, including the Company's independent
directors, who explicitly stated their belief that the Company's
bondholders should have higher recoveries than provided for in the
Revised Economic Terms," the Steering Committee said.

The Steering Committee claims that it was not party to any
substantive negotiations with the Company regarding the Revised
Economic Terms, and the Steering Committee is not aware of any
third-party creditor that has publicly supported either the Initial
Company Plan or the Revised Economic Terms.

                   $1.25B in New Equity Capital

In the several months following the filing of the Initial Company
Plan, members of the Steering Committee, working with a strategic
partner with deep expertise and experience in the
telecommunications sector, developed an alternative plan of
reorganization despite not having access to non-public information
from the Company (the "Alternative Plan").  The Alternative Plan
provides a comprehensive operational and capital plan for the
Company, and also contemplates US$1.25 billion in new equity
capital to address the Company's chronic underinvestment in its
business.  The Alternative Plan also provides for a significant
immediate deleveraging of the Company through a substantial
debt-to-equity conversion and the imposition of a new corporate
governance regime to professionalize management and ensure the
independence of the board of directors.

The Alternative Plan was formulated with input from, and enjoys the
support of, other creditor constituencies, including the ad hoc
group of export credit agencies, facility agencies and banks (the
"ECA Ad Hoc Group"), which the Steering Committee understands holds
approximately US$1.6 billion of the Company's debt.

Following the presentation of the Alternative Plan, the Steering
Committee redoubled its efforts to engage in substantive
negotiations with the Company, have its advisors obtain access to
material non-public information and to solicit substantive feedback
on the Alternative Plan from the Company.  Instead, the Company
ignored the Alternative Plan, determined not to engage
substantively or meaningfully with the Steering Committee (or any
other significant creditor group), was non-responsive to the
Steering Committee's advisors' requests for additional information
and filed the Revised Economic Terms, which continued to favor
existing shareholders over the interests of bondholders and other
creditors. The Steering Committee is not aware of a single
third-party creditor that has publicly supported the Initial
Company Plan or the Revised Economic Terms.

Notwithstanding the Company's recalcitrant approach, the Steering
Committee continues to seek to engage in good faith discussions
with the Company and work with other creditors to refine the
Alternative Plan so that it advances the best interests of the
Company and all of its creditors.  Currently, the Steering
Committee is working with the ECA Ad Hoc Group to revise the
Alternative Plan based on input received from other creditors and
stakeholders (though notably, not the Company, which has not
provided specific feedback, even when ordered by the Brazilian
Court to respond to the Alternative Plan), and continues to welcome
input and feedback from all stakeholders, including members of
other creditor constituencies.

Although the Steering Committee is willing to continue to act
constructively, the fact that nearly a year has passed and the
Company has shown no sign of acting in good faith has members of
the Steering Committee quite concerned, not only over the
willingness of the Company's board and management to do so, but
also over the terms of the plan that will ultimately result.

A copy of the Steering Committee's filing is available at:

   http://bankrupt.com/misc/Oi_SA_67_Bondholders_Statement.pdf

                           About Oi SA

Headquartered in Rio de Janeiro, and operating almost exclusively
within Brazil, the Oi Group provides services like fixed-line data
transmission and network usage for phones, internet, and cable,
Wi-Fi hot-spots in public areas, and mobile phone and data
services, and employs approximately 142,000 direct and indirect
employees.

On June 20, 2016, pursuant to Brazilian Law No. 11.101/05 (the
"Brazilian Bankruptcy Law"), Oi S.A. and certain of its
subsidiaries filed for recuperaçao judicial (judicial
reorganization) in Brazil.

On June 21, 2016, OI SA and its affiliates Telemar Norte Leste S.A.
and Oi Brasil Holdings Cooperatief U.A. commenced Chapter 15
proceedings (Bankr. S.D.N.Y. Lead Case No. 16-11791).  Ojas N.
Shah, as foreign representative, signed the petitions.

Coop and PTIF are also subject to proceedings in the Netherlands.

The Chapter 15 cases are assigned to Judge Sean H. Lane.

In the Chapter 15 cases, the Debtors are represented by John K.
Cunningham, Esq., and Mark P. Franke, Esq., at White & Case LLP, in
New York; and Jason N. Zakia, Esq., Richard S. Kebrdle, Esq., and
Laura L. Femino, Esq., at White & Case LLP, in Miami, Florida.

On July 22, 2016, the New York Court recognized the Brazilian
Proceedings as foreign main proceedings with respect to the Chapter
15 Debtors, and granted certain additional related relief.



OLIVE BRANCH: Amends Plan to Modify Amount Owed for Unpaid Taxes
----------------------------------------------------------------
Olive Branch Real Estate Development, LLC, filed a second amended
disclosure statement to modify the amount of tax claims it owes to
the Town of Holderness.  The second amended disclosure statement
says the Debtor owes $10,636.49 to the Town of Holderness for
unpaid taxes, while the first amended disclosure statement said the
Debtor owes $10,637 to the Town of Holderness for unpaid taxes.

The second amended disclosure statement also says that the Debtor
currently has a mortgage, taxes and other security against its real
estate totaling $262,250.23.  The first amended disclosure
statement said the amount was $262,271.42.

A full-text copy of the Second Amended Disclosure Statement dated
May 12, 2017, is available at:

        http://bankrupt.com/misc/nhb16-11444-114.pdf

           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.


PALATIAL INVESTMENT: Unsecureds to be Paid from Asset Liquidation
-----------------------------------------------------------------
Palatial Investment Corp. filed with the U.S. Bankruptcy Court for
the District of Arizona a disclosure statement dated May 17, 2017,
referring to the Debtor's plan of reorganization.

Class 2 Unsecured Claims -- totaling $22,956.13 -- will be paid
from the liquidation of estate assets.  This class is impaired by
the Plan.

Class 3 will consist of those claim(s) in which the Debtor marked
as disputed on their schedules or amended schedules to which an
objection has been filed.  Upon final adjudication of the claim and
in the event that any such claim becomes proven and allowed by the
Court, the creditor will be paid as a member of Class 2.  This
class is not impaired and no claim will exist in this class.
Claims under this class total $453,054.67.

The funds necessary for the satisfaction of approved and allowed
claims will be derived from the Debtor's liquidation of estate
assets, including the recovery of damages in any pending or
contemplated civil litigation.

The Disclosure Statement is available at:

          http://bankrupt.com/misc/azb15-08730-201.pdf

                About Palatial Investment Corp.

Palatial Investment Corp., filed a Chapter 11 bankruptcy petition
(Bankr. D. Ariz. Case No. 15-08730) on July 14, 2015, disclosing
under $1 million in both assets and liabilities.  The petition was
filed pro se.  The Debtor hires Weinberger Law as special counsel.


PARAGON OFFSHORE: UK Court OKs Deloitte Partners as Administrators
------------------------------------------------------------------
Paragon Offshore plc on May 23, 2017, disclosed that the High Court
of Justice, Chancery Division, Companies Court of England and Wales
(the "English Court") considered the company's application for
administration in the United Kingdom and granted an order, pursuant
to paragraph 13 of Schedule B1 to the Insolvency Act 1986,
appointing two partners of Deloitte LLP as administrators of the
company on  May 23, 2017.

As previously disclosed, the appointment of the Joint
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 is
deemed worthless and the company's secured creditors and unsecured
bondholders will receive equity in a new reorganized parent
company.  The next major milestone in Paragon's chapter 11 cases is
the confirmation hearing scheduled to begin on June 7, 2017 in the
U.S. Bankruptcy Court in Delaware.  Assuming the Consensual Plan is
confirmed, Paragon is planning for its emergence from chapter 11 in
early July; however, this timing is subject to the completion of
certain conditions precedent to emergence including, among other
things, the reorganization of the corporate structure of Paragon
and its subsidiaries.

As previously disclosed, 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 Joint 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
www.paragonoffshore.com or by calling Paragon's Restructuring
Hotline at 1-888-369-8935.

Further details in relation to the appointment of the Joint
Administrators (including copies of certain documents filed with
the English Court and a copy of the notice of appointment of Joint
Administrators) 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

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.


PATRIOT ONE: Seeks June 22 Exclusive Plan Filing Period Extension
-----------------------------------------------------------------
Patriot One, Inc. requests the U.S. Bankruptcy Court for the
Western District of Pennsylvania to extend the time in which only
the Debtor may file its Disclosure Statement and Plan of
Reorganization by a period of 30 days, or until June 22, 2017.

The Debtor has recently resolved a dispute with Cleveland Brothers
Equipment Co., Inc., which resolution is important to the formation
of a plan.  Since the Court's approval of the settlement with
Cleveland Brothers Equipment, the Debtor has been working on
formulating and finalizing its Plan.  Accordingly, the Debtor
requires additional time to finalize its Plan of Reorganization.

                        About Patriot One, Inc.

Patriot One, Inc. filed Chapter 11 bankruptcy petition (Bankr. W.D.
Pa. Case No. 16-23160) on August 26, 2016.  The Petition was signed
by David W. Yurkovich, Jr., President.  At the time of filing, the
Debtor had less than $50,000 in estimated assets and $500,000 to $1
million in estimated liabilities.

The Debtor is represented by Robert O Lampl, Esq. at Robert O
Lampl, Attorney at Law.  The Debtor tapped David Manes, Esq. at
Kraemer, Manes & Associates LLC as its a special counsel.

The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Debtor's case.


PATSCO L.P.: Sale Approval Hearing Set for June 13
--------------------------------------------------
PATSCO, L.P. asks the Bankruptcy Court for the Western District of
Pennsylvania to approve an Agreement for the Sale of Commercial
Real Estate and Business Free and Clear of all Liens and
Encumbrances located at Streets Run Road, Lot #3, Borough of West
Mifflin, County of Allegheny, Pennsylvania, for the purchase price
of $370,000.

The sale offer sets the sale price of the real estate at $200,000
and the business at $170,000.  Any better offer must exceed to
total amount of the pending sale price.

The sale is an "As Is" sale; the successful bidder must post a hand
money deposit of $10,000.00 and close within 30 days of Court
approval.

A hearing and sale will be held on said motion on June 13, 2017, at
2:30 p.m. before Judge Carlota M. Bohm in Court Room #B, U.S.
Bankruptcy Court, 54th Floor, U.S. Steel Tower, 600 Grant Street,
Pittsburgh, Pennsylvania.

Any Response shall be filed with the Clerk of the Bankruptcy Court
at 5414 U.S. Steel Tower, 600 Grant Street, Pittsburgh, PA 15219,
not later than May 19, 2017.

According to a report by the Troubled Company Reporter, PATSCO has
a deal to sell the asset to 714 Ventures, Inc., subject to higher
and better offers.

The court may entertain higher offers at the hearing, at which time
objections to the sale will be heard, higher offers may be received
and a confirmation hearing will be held. The sale information may
be viewed on the Bankruptcy Court website EASI system.

If more information is needed, contact:

     Francis E. Corbett, Esq.
     1420 Grant Building
     310 Grant Street
     Pittsburgh, PA 15219-2202
     Tel: 412-456-1882
     E-mail: fcorbett@fcorbettlaw.com

PATSCO, L.P., filed a Chapter 11 petition (Bankr. W.D. Pa. Case No.
15-24405) on Dec. 2, 2015, estimating under $1 million in assets
and liabilities.  The Debtor owns properties located at Streets Run
Road, West Mifflin, and West Run Road, Homestead.  The Debtor is
represented by Francis E. Corbett, Esq., in Pittsburg,
Pennsylvania.


PBF HOLDING: Moody's Rates Proposed $725MM Sr. Unsecured Notes B1
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to PBF Holding
Company LLC's (PBF) proposed $725 million senior unsecured notes
due 2025. Moody's also affirmed PBF's Ba3 Corporate Family Rating
(CFR), the Ba3-PD Probability of Default Rating (PDR), the B1
secured notes ratings, and the SGL-3 Speculative Grade Liquidity
(SGL) rating. The outlook is stable.

PBF plans to use the notes proceeds to fund the concurrent tender
offer and redemption of its secured notes due 2020. Moody's will
withdraw the ratings on the secured notes after they have been
successfully redeemed.

Issuer: PBF Holding Company LLC

Ratings Assigned:

$725 Million Senior Unsecured Notes due 2025, Assigned at B1
(LGD5)

Outlook Action:

Outlook, Stable

Ratings Affirmed:

Corporate Family Rating, Affirmed at Ba3

Probability of Default Rating, Affirmed at Ba3-PD

Senior Secured Regular Bond/Debentures, Affirmed at B1 (LGD5 from
LGD 4)

Speculative Grade Liquidity Rating, Affirmed at SGL-3

RATINGS RATIONALE

The B1 rating on the proposed senior unsecured notes incorporates
the assumption of a collateral fall-away event, which occurs upon
redemption of the secured notes due 2020, effectively removing the
collateral pledge on the 2023 notes and making them unsecured. The
B1 rating on the new senior unsecured debt, reflects the
subordination of the senior notes to PBF's secured revolving credit
facility. The substantial size of the revolver's borrowing base
results in the notes being rated one notch below the Ba3 CFR,
consistent with Moody's Loss Given Default Methodology.

PBF's Ba3 CFR reflects its scale, geographic diversification,
ability to process a range of light and heavy crudes, and increased
crude sourcing capability with the addition of two complex
refineries, Chalmette and Torrance. Operated by a seasoned
management team, PBF is expected to maintain a credit profile
largely in line with its Ba refining peers. The rating is
constrained by the operational hurdles of Chalmette and Torrance
towards meeting targeted EBITDA levels and the deterioration in
credit metrics in recent quarters. This year includes heavy
turnaround schedules at both refineries.

The B1 rating on the senior secured notes, one notch below the Ba3
CFR under Moody's Loss Given Default Methodology, reflects the size
and stronger collateral package of the ABL revolving credit
facility relative to the notes. The notes are secured on a first
priority basis by substantially all assets of PBF and its
subsidiaries, other than assets securing the ABL revolver. The
revolver is secured by assets that are more liquid, including
deposit accounts, accounts receivable, and hydrocarbon inventory,
than the assets that secure the senior notes.

PBF's SGL-3 Speculative Grade Liquidity rating reflects adequate
liquidity through 2017 supported by $217 million of cash at March
31, 2017 and $901 million availability under the ABL revolver's
borrowing base. As a result, Moody's estimates the company's total
liquidity, consisting of revolver availability and cash to be $1.1
billion. Projected operating cash flow in addition to cash should
be sufficient to fund PBF's estimated 2017 capital expenditures and
dividends. The ABL revolver due August 2019 has a total commitment
of $2.64 billion, but at recent month end the borrowing base was
$1.642 billion, which is the amount that governs the maximum
utilization of the facility. At March 31, 2017, PBF had $350
million of borrowings under the revolver and $391 million
outstanding letters of credit. The ABL credit facility has a single
financial maintenance covenant, a minimum fixed charge coverage
ratio of 1.1x, applicable only when availability drops under
certain levels.

The stable outlook considers PBF's refining scale and geographic
diversification as well as Moody's expectations that the Chalmette
and Torrance refineries will overcome their operational challenges
and realize their potential EBITDA generation.

Moody's could upgrade the ratings if management executes on
Chalmette and Torrance profit improvements, total debt/EBITDA is
sustained below 3.0x, and RCF/debt approaches 25%. Moody's could
downgrade the ratings if Chalmette or Torrance continues to
underperform, debt/EBITDA is sustained above 5.0x, or if RCF/debt
remains below 10%.

PBF Holding Company LLC is an independent North American refining
and wholesale marketing company headquartered in Parsippany, New
Jersey.

The principal methodology used in these ratings was Refining and
Marketing Industry published in November 2016.


PBF HOLDING: S&P Assigns 'BB' Rating on $725MM Sr. Unsecured Notes
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '3'
recovery rating to PBF Holding Co. LLC and PBF Finance Corp.'s
proposed $725 million senior unsecured notes due 2025.

The recovery rating of '3' indicates S&P's expectation of
meaningful (50% to 70%; rounded estimate 65%) recovery if a payment
default occurs.  PBF will use the proceeds from the notes to fund
the tender offer and redemption of its $675 million, 8.25% senior
secured notes due 2020 and for general corporate purposes. S&P
plans to withdraw the rating on these notes once they are
redeemed.

At the same time, S&P is placing the 'BBB-' issue-level rating on
PBF Holding's $500 million, 7% senior secured notes due 2023 on
CreditWatch with negative implications.  These notes are pari passu
with the existing 8.25% notes due 2020 and have a collateral
fall-away provision, which states that if the existing 2020 notes
are refinanced on an unsecured basis these notes and related
guarantees will become unsecured and certain covenants will be
modified.  S&P could lower the rating on the 7% senior secured
notes if they become unsecured.

Parsippany, N.J.-based PBF Holding Co. is one of the largest
independent refiners in the U.S., with 884,000 barrels per day of
refining capacity.  The company operates five oil refineries and
related facilities in Delaware City, Del.; Paulsboro, N.J.; Toledo,
Ohio; New Orleans, La; and Torrance, Calif.

Ratings List

PBF Holding Co. LLC
Corporate Credit Rating                BB/Stable/--

New Rating

PBF Holding Co. LLC
PBF Finance Corp.
Senior Unsecured
  $725 mil senior notes due 2025        BB
   Recovery Rating                      3(65%)

Ratings Affirmed

PBF Holding Co. LLC
PBF Finance Corp.
Senior Secured
  $675 mil notes due 2020               BBB-
   Recovery Rating                      1(95%)

Rating Placed On CreditWatch
                                        To                   From
PBF Holding Co. LLC
PBF Finance Corp.
Senior Secured
  $500 mil senior notes due 2023        BBB-/Watch Neg       BBB-
   Recovery Rating                      1(95%)               1(95%)


PEN INC: Will File Form 10-Q Within Extension Period
----------------------------------------------------
PEN Inc. disclosed in a regulatory filing with the Securities and
Exchange Commission that it could not complete the filing of its
quarterly report on Form 10-Q for the period ending March 31, 2017,
due to a delay in obtaining and compiling information required to
be included in its Form 10-Q, which delay could not be eliminated
by Registrant without unreasonable effort and expense. In
accordance with Rule 12b-25 of the Securities Exchange Act of 1934,
the Company said it will file its Form 10-Q no later than the fifth
calendar day following the prescribed due date.

                        About Pen Inc.

Headquartered in Miami, Florida, PEN develops, commercializes and
markets consumer and industrial products enabled by nanotechnology
that solve everyday problems for customers in the optical,
transportation, military, sports and safety industries.  The
Company's primary business is the formulation, marketing and sale
of products enabled by nanotechnology including the ULTRA CLARITY
brand eyeglass cleaner, CLARITY DEFOGIT brand defogging products
and CLARITY ULTRASEAL nanocoating products for glass and ceramics.
The Company also sells an environmentally friendly surface
protector, fortifier, and cleaner.  The Company's design center
conducts product development services for government and private
customers and develops and sells printable inks and pastes, thermal
management materials, and graphene foils and windows.

PEN was formed in 2014, and is the successor to Applied Nanotech
Holdings Inc. that had been formed in 1989.  In the combination
that created PEN, Nanofilm, Ltd. acquired Applied Nanotech
Holdings, Inc.  The Company's principal operating segments coincide
with its different business activities and types of products sold.
This is consistent with the Company's internal reporting
structure.

PEN Inc. reported a net loss of $556,001 on $8.11 million of total
revenues for the year ended Dec. 31, 2016, compared to a net loss
of $1.86 million on $9.68 million of total revenues for the year
ended Dec. 31, 2015.  As of Dec. 31, 2016, Pen Inc. had $2.79
million in total assets, $3.37 million in total liabilities and a
total stockholders' deficit of $578,096.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has a net
loss in 2016 of $556,001, and has an accumulated deficit,
stockholders' deficit and working capital deficit of $5,900,167,
$578,096 and $1,072,691, respectively, at Dec. 31, 2016.  These
matters raise substantial doubt about the Company's ability to
continue as a going concern.


PERFORMANCE FOOD: S&P Affirms 'BB-' CCR, Outlook Stable
-------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' corporate credit rating on
Richmond, Va.-based Performance Food Group Inc. (PFG).  The outlook
is stable.

At the same time, S&P affirmed its 'BB+' issue rating on PFG's $1.6
billion senior secured ABL due 2021 and S&P's 'BB-' issue rating on
the company's $350 million senior unsecured notes due 2024.  The
recovery rating on the ABL remains '1' indicating S&P's expectation
for very high (90% to 100%; rounded estimate: 95%) recovery in the
event of a payment default.  The recovery rating on the unsecured
notes remains '3', indicating S&P's expectation for meaningful (50%
to 70%, rounded estimate: 65%) recovery in the event of a payment
default.  S&P estimates the company's outstanding debt is about
$1.3 billion.

"The ratings affirmation reflects our view that despite the
reduction in financial sponsor influence and our expectation for
continued solid operating performance, PFG's credit metrics will
not improve meaningfully from current levels and could weaken as a
result of debt-financed acquisition activity," said S&P Global
Ratings credit analyst Brennan Clark.  The financial sponsors, in
S&P's view, no longer control PFG's financial policy because of
changes in board composition and multiple secondary offerings that
have reduced combined ownership to around 15%.  Nonetheless, S&P do
not believe PFG's financial policy has changed meaningfully.
Although the company is currently operating with debt to EBITDA in
the high-3x area, S&P expects it to continue pursuing small and
medium sized acquisitions that will prevent it from strengthening
credit metrics below the mid-3x area.  Moreover, S&P believes the
company could consider larger strategic acquisitions not built into
our forecast that would push debt to EBITDA well over 4x.

The stable outlook reflects S&P's expectation for steady revenue
and EBITDA growth through continued penetration into the
independent restaurant market, growth in new channels for its
vending distribution business, and bolt-on acquisitions.  It also
reflects S&P's view that wholesale food deflation will continue to
moderate, and that softness at chain restaurants will persist while
growth in the independent restaurant segment remains relatively
stable.  S&P expects leverage will be sustained in the mid- to
high-3x area over the next couple of years.  However, S&P's
forecast does not incorporate any strategic acquisitions which
could lead to meaningful credit ratio deterioration, including
leverage well above 4x.

S&P could raise the rating over the next 12 months if the company
maintains solid operating performance while managing food and fuel
cost volatility as well any extended softness in the restaurant
industry, resulting in debt to EBITDA strengthening to well below
4x.  An upgrade would be predicated on S&P's view that moderated
financial policies would result in leverage sustained below 4x.

S&P could lower the ratings over the next 12 months if the company
maintains a more aggressive financial policy, or if volatile input
costs and/or weakness in restaurant traffic (which could be caused
by various factors, including further disparity in grocery and
restaurant menu prices), causes profitability to decline
significantly, resulting in debt to EBITDA sustained around 5x.
S&P estimates this could occur if EBITDA declines about 25% from
our 2017 forecast or if the company increases debt by about $500
million.


PETROLIA ENERGY: Incurs $463,000 Net Loss in First Quarter
----------------------------------------------------------
Petrolia Energy Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $463,270 on $33,560 of total revenue for the three months ended
March 31, 2017, compared to a net loss of $301,942 on $202,999 of
total revenue for the three months ended March 31, 2016.

As of March 31, 2017, Petrolia Energy had $13.23 million in total
assets, $6.62 million in total liabilities and $6.61 million in
total stockholders' equity.

"The Company has suffered recurring losses from operations.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.  We plan to generate profits by
drilling productive oil or gas wells.  However, we will need to
raise additional funds to drill new wells through the sale of our
securities, through loans from third parties or from third parties
willing to pay our share of drilling and completing the wells.  We
do not have any commitments or arrangements from any person to
provide us with any additional capital.  If additional financing is
not available when needed, we may need to cease operations. There
can be no assurance that we will be successful in raising the
capital needed to drill oil or gas wells nor that any such
additional financing will be available to us on acceptable terms or
at all.  Any wells which we may drill may not be productive of oil
or gas.  Management believes that actions presently being taken to
obtain additional funding provide the opportunity for the Company
to continue as a going concern," the Company stated in the
quarterly report.

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

                   https://is.gd/S5EkGo

                    About Petrolia Energy

Petrolia Energy Corporation, formerly known as Rockdale Resources
Corporation, is an oil and gas exploration, development, and
production company.

Petrolia Energy reported a net loss of $1.87 million on $321,000 of
total revenue for the year ended Dec. 31, 2016, compared with a net
loss of $1.85 million on $188,000 of total revenue for the year
ended Dec. 31, 2015.  As of Dec. 31, 2016, Petrolia Energy had
$13.21 million in total assets, $6.213 million in total liabilities
and stockholders' equity of $7 million.

MaloneBailey, LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
citing that Petrolia Energy has incurred losses from operation
since inception and has a net working capital deficiency.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.


PETSMART INC: Moody's Confirms B1 CFR & Alters Outlook to Negative
------------------------------------------------------------------
Moody's Investors Service confirmed PetSmart, Inc.'s B1 Corporate
Family Rating and B1-PD Probability of Default Rating. Moody's also
confirmed the Ba3 rating of is senior secured term loan maturing
2022 and the B3 rating of its senior unsecured notes maturing 2023.
Additionally Moody's assigned a Ba3 rating to the company's
proposed new senior secured notes maturing 2025 and a B3 rating to
the proposed new senior unsecured notes maturing 2025. The ratings
outlook is negative. This concludes the review of PetSmart's
ratings which was initiated on April 19, 2017.

"The acquisition makes strategic sense as it adds online expertise
and scale and complements PetSmart's brick and mortar business
while immediately increasing PetSmart's online penetration with an
online platform that has already been built, however, at $3
billion, it comes at a hefty price tag financed primarily through
additional debt and like most high growth pure play online
retailers Moody's estimates Chewy will be EBITDA negative for at
least the next 18-24 months," Moody's Vice President Mickey Chadha
stated. "The negative outlook reflects the uncertainty around the
company's ability to reduce leverage to below 6.0 times from a
proforma level of around 6.5 times considering the execution and
integration risks that come with a deal this size, not to mention
the increasingly competitive business environment", Chadha further
stated.

Assignments:

-- Senior Secured Regular Bond/Debenture, Assigned Ba3 (LGD3)

-- Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD5)

Outlook Actions:

-- Outlook, Changed To Negative From Rating Under Review

Confirmations:

-- Probability of Default Rating, Confirmed at B1-PD

-- Corporate Family Rating, Confirmed at B1

-- Senior Secured Bank Credit Facility, Confirmed at Ba3 (LGD3)

-- Senior Unsecured Regular Bond/Debenture, Confirmed at B3
    (LGD5)

RATINGS RATIONALE

PetSmart's B1 Corporate Family Rating reflects the company's
position as the largest specialty retailer of pet food, supplies
and services in the U.S., with a well-known brand and broad
national footprint. The acquisition of Chewy, Inc. has the
potential of being transformative for PetSmart as it will
exponentially increase the company's online penetration which
currently is very modest. The acquisition also offers cost
synergies in advertising, vendor product costs and overhead.
PetSmart's sizeable services offering also provides a highly
defensible market position. The pet products industry in general
remains relatively recession resilient, driven by factors such as
the replenishment nature of consumables and services and increased
pet ownership, driving the company's ability to sustainably grow
revenue, expand profitability, and generate positive free cash
flow. The rating is also supported by the company's very good
liquidity with excess cash flow used for debt reduction. The B1
rating also reflects the combined company's high proforma leverage
which Moody's expects to increase to about 6.5 times from 5.4 times
currently. The rating also reflects concerns surrounding the
private equity ownership which gives rise to event risk surrounding
shareholder-friendly financial policies.

The negative outlook reflects the uncertainty around the company's
ability to improve credit metrics in the next 12-18 months such
that debt/EBITDA is below 6.0 times. Ratings outlook could be
stabilized if the integration of Chewy proceeds as planned with the
cost synergies anticipated by management accompanied with debt
reduction and EBITDA expansion such that credit metrics demonstrate
an improving trend.

Given the company's very high pro forma leverage, a ratings upgrade
is not likely over the near term. However, over time, sustained
growth in revenue and profitability while demonstrating
conservative financial policies, including the use of free cash
flow for debt reduction, could lead to a ratings upgrade.
Quantitatively, ratings could be upgraded if the company
sustainably reduces debt/EBITDA to near 5.0 times and if
EBITA/interest expense is sustained above 2.0 times while
maintaining good overall liquidity.

PetSmart's ratings could be downgraded if it were to see a material
reversal of sales trends or if operating margins were to erode,
indicating that the company's industry or competitive profile was
weakening. Ratings could also be lowered if the company's financial
policies were to become more aggressive, such as maintaining high
leverage due to shareholder-friendly activities. Quantitatively, a
ratings downgrade could occur if it appears that leverage will be
sustained above 6.0 times EBITA/interest coverage less than 1.5
times.

PetSmart, Inc. is the largest specialty retailer of supplies, food,
and services for household pets in the U.S. The company currently
operates close to 1,500 stores in the U.S. and Canada. Chewy is a
leading online retailer of pet food and products in the United
States. Founded in 2011 and headquartered in Dania Beach, Florida,
Chewy currently employs more than 5,000 people both in their home
office, Boston office and fulfillment centers in Pennsylvania,
Indiana, Texas and Nevada.

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


PETSMART INC: S&P Affirms 'B+' CCR, Outlook Negative on Acquisition
-------------------------------------------------------------------
Specialty pet retailer PetSmart Inc. entered into a definitive
agreement to acquire online pet retailer Chewy Inc. for
approximately $3 billion, which will be primarily funded with
proceeds from a proposed $2 billion debt issuance and $1 billion
common equity contribution from its sponsor, BC Partners. The
transaction will result in weaker credit metrics, S&P Global
Ratings said.

S&P Global Ratings affirmed its 'B+' corporate credit rating on
Phoenix, Ariz.-based PetSmart Inc.  S&P removed the ratings from
CreditWatch with negative implications, where it placed them on
April 19, 2017.  The outlook is negative.

At the same time, S&P assigned a 'B+' issue-level rating to the
proposed $1.35 billion senior secured notes. The recovery rating is
'3', indicating S&P's expectations for meaningful (50%-70%; rounded
estimate: 65%) recovery in S&P's default scenario. We also assigned
a 'B-' issue-level rating to the proposed $650 million senior
unsecured notes with a '6' recovery rating, indicating S&P's
expectation for negligible (0%-10%; rounded estimate: 0%) recovery.


S&P said, "In addition, we lowered the issue-level rating on the
company's $4.3 billion first-lien term loan due 2022 to 'B+' from
'BB-', and revised the recovery rating to '3' (50%-70%; rounded
estimate: 65%) from '2'. This is because additional first-lien debt
in the capital structure dilutes recovery prospects for the term
loan lenders. The $750 million asset-based (ABL) revolver due 2020
is unrated."

"The negative outlook reflects the decline in PetSmart's credit
metrics following the announced acquisition of Chewy Inc. with
sizable debt issuance.  With the proposed acquisition, we expect
PetSmart's pro forma debt to EBITDA of more than 7.5x at
transaction close, and declining to the 7.0x area in the next
year," said credit analyst Adam Melvin. "Despite Chewy increasing
PetSmart's product diversity and providing better cash flows, we
believe the acquisition of Chewy limits PetSmart's profitability.
This is because Chewy drives some sales through discounts for new
customers that could lead to a lower consolidated profit margin. As
a result, we expect PetSmart's credit metrics to remain weak for
the ratings over the next year. The affirmation reflects PetSmart's
broader sales channel, continued good cash flow generation, and our
expectation for modest debt reduction."

The negative outlook on PetSmart reflects our base-line forecast
that leverage will increase above 7x for the Chewy acquisition and
there is a one-in-three chance S&P could lower the rating if
performance does not improve in line with its forecast.

S&P said, "We could lower the rating if competitive pressures and
continued softness in same-store sales cause leverage to remain
above 7x in calendar 2018. Under this scenario, PetSmart's
operating performance could significantly deteriorate because of
increased competition that sustains negative low-single-digit
same-store sales and about 50-100 basis points (bps) decline in
EBITDA margins. In addition, potential execution risks it could
encounter with the Chewy business or the possibility of paying a
sizable debt-funded dividend to shareholders could lead to a lower
rating.

"We could revise the outlook back to stable if the combined
companies' performance exceeds our expectations. In this scenario,
we could consider a positive rating action if leverage sustained
below 6.5x and we believe the company will not pursue a meaningful
debt-funded dividend or acquisition over the next 12 months. In
this case, PetSmart capitalizes on its leading market
share coupled with Chewy's growing online penetration to achieve
good performance improvement with EBITDA margins stabilizing
following the transaction."


PHOTOMEDEX INC: Delays March 31 Form 10-Q for Review
----------------------------------------------------
PhotoMedex, Inc. filed a Form 12b-25 with the Securities and
Exchange Commission notifying the delay in the filing of its
quarterly report on Form 10-Q for the quarter ended March 31, 2017.
The Company said it was unable to file, without unreasonable
effort and expense, its Quarterly Report on Form 10-Q because it is
still compiling information for the Form 10-Q and the auditors have
not completed their review of the financial statements for the
period.  It is anticipated that the Form 10-Q, along with the
financial statements, will be filed on or before the deadline.

                     About PhotoMedex

PhotoMedex, Inc., is a global health products and services company
providing integrated disease management and aesthetic solutions to
dermatologists, professional aestheticians, ophthalmologists,
optometrists, consumers and patients.  The Company provides
proprietary products and services that address skin conditions
including psoriasis, vitiligo, acne, actinic keratosis, photo
damage and unwanted hair, as well as fixed-site laser vision
correction services at our LasikPlus(R) vision centers.

Photomedex reported a net loss of $13.26 million for the year ended
Dec. 31, 2016, compared to a net loss of $34.55 million for the
year ended Dec. 31, 2015.  As of Dec. 31, 2016, Photomedex had
$18.50 million in total assets, $19.90 million in total liabilities
and a $1.41 million total stockholders' deficit.

Fahn Kanne & Co. Grant Thornton Israel, in Tel-Aviv, Israel, issued
a "going concern" opinion on the consolidated financial statements
for the year ended Dec. 31, 2016, citing that as of Dec. 31, 2016,
the Company had an accumulated deficit of $115,635,000 and
shareholders' deficit of $1,408,000.  Also, during the most recent
periods the Company has incurred losses and negative cash flows
from continuing operations and was forced to sell certain assets
and business units to obtain additional liquidity resources to
support its operations.  In addition, on Jan. 23, 2017, the Company
completed the sale of its consumer products division which
represented the sale of substantially all of the remaining
operations and assets of the Company.  These conditions, along with
other matters, raise substantial doubt about the Company's ability
to continue as a going concern.


POST EAST: Unsecureds to Get Share of $2,000 Under Connect REO Plan
-------------------------------------------------------------------
Secured creditor Connect REO, LLC, filed with the U.S. Bankruptcy
Court for the District of Connecticut a second amended disclosure
statement dated May 17, 2017, describing the plan of reorganization
for Post East, LLC.

Class 2 Unsecured Claims are unimpaired by the Plan.  Class 2
consists of the unsecured claims of Eversource in the scheduled
amount of $303.75 and $354.31and Peter Vimini MAI in the scheduled
amount of $3,100.  Eversource filed a proof of claim in the amount
of $1,079.82 and Peter Vimini filed a proof of claim in the amount
of $1,100.  

All of the claims are to be paid in full (or, with respect to Class
2 only, their pro rata share) from available net sales proceeds
after payment of Priority and Secured Claims realized through the
sale of the Post East Property by the Plan Administrator upon the
Distribution Date.  Creditors within a class vote as part of a
class.  In the event no proceeds remain available for distribution
to this class, Connect REO will pay $2,000 on the Distribution
Date.

Equity Security Holders consists of the 100% interest of Michael L.
Calise.  This class impaired by the Plan.  It is anticipated that
there will be no funds available to satisfy any equity interest of
these parties and that said equity will be extinguished upon
consummation of a sale of the Post East Property.  In the event
funds remain available after payment in full to Class 1-2,
including any deficiency claim owed Connect REO said available
remaining proceeds will be distributed in accordance with each
holder's equity interest.  
The Post East Road Property will be sold on or about 30 days after
the completion of the sales become final and un-appealable of (1)
property located at 2A Owenoke Park, Westport, Connecticut which
will be sold pursuant to the Chapter 11 Plan of Liquidation filed
under Uncas; and (2) property located at 215 Post Road West,
Westport, Connecticut, which will be sold pursuant to the Chapter
11 Plan of Liquidation filed under Michael L. Calise.  On this
date, the Plan Administrator will retain a Broker to list the
property through a commercially reasonable sale of the Post East
Property at or about its current fair market value or otherwise
determined based upon the expertise and recommendation of the
listing Broker, Plan Administrator, and Connect REO of which will
be subject to court approval.  It is anticipated this will realize
the maximum amount necessary to resolve in part or in whole
creditor's claims in this case.  In order to effectuate this sale,
on the Effective Date of the Plan, a Plan Administrator will be
appointed by the Court to assume control over the Debtor's and
estate's assets, including the Post East Property.  The Plan
Administrator will engage a real estate broker specializing in the
sale of real property located in Westport, Connecticut, with the
consent of Connect REO to list the Post East Property for sale on
the Multiple Listing Service, with at least a 5% commission, with
an asking price at or around the current fair market value of the
property as to be determined by a current Appraisal or as otherwise
determined to be a reasonable listing price based upon the
expertise and recommendation of the appointed Broker, Plan
Administrator, and Connect REO and approved by the court.  Any
offer to purchase the Post East Property received by the Broker
will be a bona fide offer and will first be disclosed to Connect
REO and the Plan Administrator for approval.  Upon approval, the
bona fide offer shall be disclosed to the Court via motion filed by
the Plan Administrator and properly noticed to all creditors, and
is subject to approval of the Court.  The Court will also approve
any sale contract and other terms of sale of the Post East
Property.

Upon the Effective Date of the Plan, the Plan Administrator will
seek to obtain an inventory of all Personal Property that is the
subject of the UCC identified within the Plan as well and
recoverable Additional Assets.  Upon the Effective Date of the
Plan, the Plan Administrator shall retain a Broker or auctioneer to
list the Personal Property through a commercially reasonable sale
at or about the current fair market value or otherwise determined
based upon the expertise and recommendation of the listing Broker
or auctioneer, the Plan Administrator, Connect REO, which will be
subject to court approval via Motion.  Any offers to purchase the
Personal Property will first be disclosed to Connect REO and upon
consent the Plan Administrator will present any offer via motion to
the Court for approval, subject to higher and better offers.
Connect REO may Credit Bid on the Personal Property.

If the Broker does not receive any offers for the Post East
Property within four months of the inception date of the listing,
the Plan Administrator will file a motion with the Court seeking an
order under Section 363 of the Code establishing procedures and
deadlines for conducting an auction of the Post East Property
before the Court.

Connect REO's Second Amended Disclosure Statement is available at:

           http://bankrupt.com/misc/ctb16-50848-173.pdf

As reported by the Troubled Company Reporter on April 14, 2017, the
Debtor filed with the Court a disclosure statement describing its
plan of reorganization, dated March 31, 2017.  Under that plan,
Class 2, General Unsecured Claims, was impaired under the Plan.
Class 2 would be paid 100% without interest payable in cash in six
monthly payments commencing on the Effective Date and the same date
of the five succeeding calendar months each equal to 1/6 of the
allowed claim.

                        About Post East LLC

Post East, LLC, owns real estate at 740-748 Post Road East,
Westport, Connecticut.  The property is a commercial real estate
which presently has seven leased spaces.  The secured creditor is
Connect REO, LLC, which is owed $1,043,000.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
Conn. Case No. 16-50848) on June 27, 2016.  The petition was signed
by Michael F. Calise, member.  The Debtor estimated assets and
liabilities at $1 million to $10 million at the time of the
filing.
  
The Debtor is represented by Carl T. Gulliver, Esq., at Coan
Lewendon Gulliver & Miltenberger LLC.  The Debtor employed Richard
J. Chappo of Chappo LLC as mortgage broker.


PROPETRO SERVICES: S&P Raises CCR to 'B-' Then Withdraws Rating
---------------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on Midland,
Texas-based oilfield service provider ProPetro Services Inc. to
'B-' from 'CCC'.  The outlook is stable.

"The rating change reflects the company's new capital structure
after it used proceeds from its March 22, 2017, IPO to pay down the
remaining balance of its secured term loan, said S&P Global Ratings
analyst Aaron McLean,".  The company's secured term loan and $40
million revolving credit facility were terminated upon repayment.

Subsequently, S&P withdrew the corporate credit rating at the
company's request.


QUANTUMSPHERE INC: Delays Filing of March 31 Form 10-Q
------------------------------------------------------
QuantumSphere, Inc. was unable to file its quarterly report on Form
10-Q for the period ended March 31, 2017, by the scheduled filing
deadline because the Company is still completing the final aspects
of the review of its financial statements for the said period,
according to a Form 12b-25 filed with the Securities Commission.

                   About QuantumSphere, Inc.

QuantumSphere, Inc., (QSI) has developed a process to manufacture
metallic nanopowders with end-use application focused on the
chemical sector.  The Company's principal activities include
capital formation, research and development, and marketing of its
metallic nanopowder products.  The Company manufactures various
metals, bi-metallic alloys and catalysts at the nanoscale,
including iron, silver, copper, nickel and manganese.  It offers
custom dispersions and integrated catalytic solutions for the
energy storage and chemical sectors, including nanoscale gold,
palladium, aluminum and tin.  The Company's products include
QSI-Nano Iron, QSI-Nano Silver, QSI-Nano Copper, QSI-Nano Nickel
and QSI-Nano Manganese.

QuantumSphere reported a net loss of $4.36 million on $46,669 of
net sales for the fiscal year ended June 30, 2016, compared with a
net loss of $5.31 million on $48,047 of net sales for the fiscal
year ended June 30, 2015.

As of Dec. 31, 2016, Quantumsphere had $997,666 in total assets,
$5.37 million in total liabilities and a total stockholders'
deficit of $4.37 million.

Squar Milner LLP issued a "going concern" qualification on the
consolidated financial statements for the fiscal year ended
June 30, 2016, citing that the Company has recurring losses from
operations since inception and has limited working capital.


RADIATE HOLDCO: Moody's Puts B2 CFR on Review for Downgrade
-----------------------------------------------------------
Moody's Investors Service placed all ratings of Radiate Holdco,
LLC, including the B2 Corporate Family Rating (CFR), and B2-PD
Probability of Default Rating (PDR), on review for downgrade. This
action follows the announcement that RCN Telecom Services, LLC
(RCN), a wholly owned subsidiary of Radiate, will acquire Wave
Broadband (a wholly owned subsidiary of Wave Holdco, LLC (Wave) B3,
stable) for $2.36 billion. The transaction will be backed by the
private equity firm TPG Capital which controls Radiate. However,
the transaction financing and related deal terms, potential
synergies, and pro forma organizational and capital structure are
unknown at this time.

Moody's review of Radiate's ratings will focus on the pro forma
credit metrics of the combined entity including peak and post-deal
leverage and coverage ratios. Moody's will also evaluate the impact
of the transaction as it relates to the company's operating
strategies and key operating performance metrics. As part of this
analysis, Moody's will considers the transaction financing and
related deal terms, potential synergies, and the pro forma
organizational and capital structure.

Given the uncertainty in the financing of the transaction and the
ultimate capital structure, the credit ratings on Wave, including
the B3 CFR, are unchanged at this time. Moody's will comment when
such information becomes available.

On Review for Downgrade:

Issuer: Radiate HoldCo, LLC

-- Probability of Default Rating, Placed on Review for Downgrade,

    currently B2-PD

-- Corporate Family Rating, Placed on Review for Downgrade,
    currently B2

-- Senior Secured Bank Credit Facility, Placed on Review for
    Downgrade, currently B1 (LGD 3)

-- Senior Unsecured Regular Bond/Debenture, Placed on Review for
    Downgrade, currently Caa1 (LGD 6)

Outlook Actions:

Issuer: Radiate HoldCo, LLC

-- Outlook, Changed To Rating Under Review From Stable

RATINGS RATIONALE

Moody's believes certain financing scenarios could increase
leverage above Moody's ratings tolerance, assuming limited
synergies, putting pressure on the ratings despite the benefits of
the transaction. The acquisition will also negatively affect
Radiate's free cash flows as Wave's free cash flows are negative,
driven down by the burden of very high capital expenditures as the
company continues to execute a build out of its fiber network. The
benefits of the transaction include an increase in scale of
approximately 1.4x, better margins, an expanded footprint that will
extend to the west coast of the US, and an expectation of some
improvement in operating metrics including penetration rates,
revenue per homes passed, and subscriber growth rates. Moody's
expects the company will continue to be run by the same management
team, Patriot Media, without interruption.

Based in Princeton, New Jersey, Radiate is the parent of RCN
Telecom Services, LLC and Grande Communications Networks LLC. The
company provides video, high-speed internet and voice services to
residential and commercial customers, with operations primarily
located in the Northeast, Chicago and Texas. As of December 31,
2016, the company served approximately 399 thousand video, 584
thousand HSD, and 228 thousand voice customers. Revenue for the
year ended December 31, 2016 was over $900 million. TPG Capital is
the majority owner (at about 85%), with the remainder being owned
by management and Google Capital. Executives from Patriot Media
manage Radiate.

The principal methodology used in these ratings was Global Pay
Television - Cable and Direct-to-Home Satellite Operators published
in January 2017.


RANGE RESOURCES: S&P Affirms 'BB+' CCR on Improved Finc'l. Leverage
-------------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' corporate credit rating on
Range Resources Corp.  The outlook remains stable.

The senior unsecured and subordinated issue-level ratings remain
'BB+'.  The recovery rating remains '3', indicating meaningful
(50%-70%; estimated recovery: 65%, capped) recovery in the event of
a default.

"The rating affirmation reflects our assessment that Range's
financial leverage has improved from weak levels hit in 2016
because of higher natural gas price realizations and increased
production," said S&P Global Ratings credit analyst Ben Tsocanos.

In 2017, S&P expects production to rise approximately 34% year over
year to 2.1 billion cubic feet equivalent per day supported by the
acquisition of Memorial Resource Development Corp. (MRD) in late
2016 and increased drilling.  The use of equity to fund a large
portion of the acquisition supports the reduction in Range's
financial leverage.  S&P also notes that negative gas price
differentials that can significantly affect profitability for the
company in Appalachia (Marcellus Shale) have moderated because of a
combination of increased processing and transportation
infrastructure and Range's proactive entry into favorable offtake
agreements.  Moreover, North Louisiana properties acquired through
MRD benefit from proximity to Gulf Coast markets and production is
subject to narrower differentials.  As a result, S&P has revised
and increased its expectation for EBITDA and operating cash flows,
leading to improved core ratio expectations that are consistent
with an improved financial risk profile.

The stable outlook reflects S&P's expectation that Range's credit
measures will be consistent with the rating over the next two
years, including projected FFO to debt above 20% and debt to EBITDA
under 4x.

S&P could lower the rating if the company's credit measures weaken
such that FFO to debt remains near 12% and debt to EBITDA remains
near 5x on a sustained basis.  This could occur if natural gas
prices decline or regional price differentials worsen counter to
our expectations, or if Range significantly outspends cash flow, or
operating costs escalated substantially.

S&P considers an upgrade over the next year as unlikely under its
commodity price assumptions.  S&P could consider a positive rating
action if Range's leverage measures improve such that FFO to total
debt exceeded 45% and debt to EBITDA declined closer to 2x on a
sustained basis.  This would most likely occur if the company began
generating positive free operating cash flow due to improved
profitability or greater capital efficiency or realized higher
natural gas prices than S&P currently assumes.


RECYCLING GROUP: Seeks July 19 Exclusive Plan Filing Extension
--------------------------------------------------------------
Recycling Group, Ltd. and MHM Holdings, LLC request the U.S.
Bankruptcy Court for the Southern District of Ohio to extend the
period in which the Debtors have the exclusive right to file a
proposed plan and disclosure statement for an additional 60 days,
through and including July 19, 2017.

The Debtors contend that they are still reviewing their schedules
and operations to confirm a Plan and the details of the Plan. In
addition, the Debtors contend that allowing a competing plan to be
submitted will distract them from their business operations.

The Debtors tell the Court that no prior extensions have been
requested, and they do not anticipate any issues in having the
Court confirm a plan of reorganization.

                   About Recycling Group

Recycling Group, Ltd., filed a chapter 11 petition (Bankr. S.D.
Ohio Case No. 16-14347) on Nov. 21, 2016.  The petition was signed
by Michael A. Story, managing member.  The case is assigned to
Judge Jeffrey P. Hopkins.

Recycling Group is a company located in Cincinnati, Ohio, that
employs up to eight individuals in its recycling business. Michael
A. Story is the managing member of Recycling Group and the majority
owner.  Mr. Story is also the managing member and majority owner of
MHM Holdings, LLC.

MHM Holdings, a debtor in Case No. 16-14345, owns the real estate
at which Recycling Group operates.

Recycling Group estimated assets and liabilities at $1 million to
$10 million at the time of the filing.

Recycling Group is represented by William B. Fecher, Esq. and Alan
J. Statman, Esq., at Statman, Harris & Eyrich, LLC.


RESIDENTIAL CAPITAL: Completes Filing of 2016 Income Tax Returns
----------------------------------------------------------------
The ResCap Liquidating Trust (the "Trust") on May 18, 2017,
disclosed that it has recently completed filing income tax returns
for the calendar year 2016 in those states in which the Trust
determined that it had a filing obligation.

Information about the Trust's 2016 state income tax filings and
state specific 2016 income tax information for unitholders has been
posted to the Trust website at ww.rescapliquidatingtrust.com.
Unitholders may direct questions regarding this information to
info@rescapestate.com, which will be answered if appropriate to do
so.  However, the Trust does not provide tax advice to unitholders
and encourages unitholders to consult their own tax advisors.  

               About the ResCap Liquidating Trust

The ResCap Liquidating Trust was established in December 2013 under
the Second Amended Joint Chapter 11 Plan of Residential Capital,
LLC, et al., to liquidate and distribute assets of the debtors in
the ResCap bankruptcy case.  The Trust maintains a Web site at
http://www.rescapliquidatingtrust.com/, which Unitholders are
urged to consult, where Unitholders may obtain information
concerning the Trust, including current developments.

                 About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.  Neither Ally
Financial nor Ally Bank is included in the bankruptcy filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.7 billion in assets and $15.3 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is the
conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.

The Bankruptcy Court in November 2012 approved ResCap's sale of its
mortgage servicing and origination platform assets to Ocwen Loan
Servicing, LLC and Walter Investment Management Corporation for $3
billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.

                      *     *     *

The ResCap Liquidating Trust was established in December 2013 under
the Second Amended Joint Chapter 11 Plan of Residential Capital,
LLC, et al., to liquidate and distribute assets of the debtors in
the ResCap bankruptcy case.  The Trust maintains a website at
www.rescapliquidatingtrust.com, which Unitholders are urged to
consult, where Unitholders may obtain information concerning the
Trust, including current developments.


REX ENERGY: Authorized Common Shares Lowered to 100 Million
-----------------------------------------------------------
Rex Energy Corporation filed a Certificate of Amendment to the
Certificate of Incorporation of Rex Energy Corporation with the
Secretary of State of the State of Delaware in order to amend its
Certificate of Incorporation to (i) effectuate a previously
announced one-for-ten reverse stock split of the Company's common
stock and (ii) reduce the authorized number of shares of the
Company's common stock from 200,000,000 to 100,000,000.  Pursuant
to the Reverse Stock Split, every 10 shares of the Company's common
stock outstanding prior to 7:00 p.m., Eastern Time, on the
Effective Date have been converted into one share of common stock.
The Reverse Stock Split and the Authorized Common Stock Reduction
took effect concurrently at the Effective Time, and the Company's
common stock will open for trading on May 15, 2017, on a
post-Reverse Stock Split basis.  No fractional shares will be
issued in connection with the Reverse Stock Split.  Instead, the
Company will round any such fractional shares up to the next whole
share. The par value and other terms of the Company's common stock
were not affected by the Reverse Stock Split.

The CUSIP number for the post-Reverse Stock Split common stock is
761565506.  The post-Reverse Stock Split common stock will continue
to trade on The NASDAQ Capital Market under the symbol "REXX".  The
Company's transfer agent, ComputerShare Trust Company, N.A., is
acting as the exchange agent for the Reverse Stock Split and will
send instructions to stockholders of record regarding the exchange
of pre-Reverse Stock Split common stock for post-Reverse Stock
Split common stock.

The Reverse Stock Split followed (i) the approval by the Company's
stockholders at the Annual Meeting of Stockholders held on May 5,
2017, of (x) a grant of discretionary authority to the Board of
Directors of the Company to effect an amendment to the Company's
Certificate of Incorporation to effect a reverse stock split of the
Company's common stock, at a reverse stock split ratio between
1-for-5 and 1-for-10, with such ratio to be determined by the Board
in its sole discretion and (y) the Authorized Common Stock
Reduction, contingent on the implementation of the Reverse Stock
Split by the Board; and (ii) the approval by the Board of (x) the
specific 1-for-10 reverse stock split ratio and (y) the Authorized
Common Stock Reduction.  The voting results from the Annual Meeting
and the stockholder approval of the Reverse Stock Split
authorization and the Authorized Common Stock Reduction proposals
were disclosed in a Current Report on Form 8-K filed by the Company
with the Securities and Exchange Commission on May 5, 2017.

                     About Rex Energy

Headquartered in State College, Pennsylvania, Rex Energy is an
independent oil and gas exploration and production company with its
core operations in the Appalachian Basin.  The Company's strategy
is to pursue its higher potential exploration drilling prospects
while acquiring oil and natural gas properties complementary to its
portfolio.

Rex Energy reported a net loss of $176.7 million on $139.0 million
of total operating revenue for the year ended Dec. 31, 2016,
compared to a net loss of $361.0 million on $138.7 million of total
operating revenue for the year ended Dec. 31, 2015.  As of Dec. 31,
2016, Rex Energy had $893.9 million in total assets, $883.7 million
in total liabilities and $10.22 million in total stockholders'
equity.

                       *     *     *

As reported by the TCR on April 6, 2016, Standard & Poor's Ratings
Services said that it lowered its corporate credit rating on Rex
Energy Corp. to 'SD' from 'CC'.  "The downgrade follows Rex's
announcement that it has closed an exchange offer to existing
holders of its 8.875% and 6.25% senior unsecured notes for a new
issue of 8% senior secured second-lien notes due 2020 (not rated)
and shares of common equity," said Standard & Poor's credit analyst
Aaron McLean.


RI ENERGY CENTER: Moody's Alters Outlook on Secured Debt to Neg.
----------------------------------------------------------------
Moody's Investors Service has affirmed Rhode Island State Energy
Center, LP's (RISEC) Ba3 rating on its senior secured credit
facilities. Concurrent with this affirmation Moody's revised
RISEC's outlook on its credit facilities to negative from stable.
RISEC currently has $321 million in outstanding term loan B debt
due December 2022 and a $50 million revolving facility maturing
December 2020.

RISEC owns the approximate 583 megawatt (MW) (average summer and
winter rating) combined cycle generating facility in Johnston,
Rhode Island and sells power and capacity in the New England ISO
(ISO-NE) market.

RATINGS RATIONALE

The Ba3 rating affirmation and outlook revision to negative from
stable reflects Moody's concerns about RISEC's deleveraging ability
after 2019. Following a capacity price uptick in June 2017 (to
$7.03/kw-mo) and a further uptick in June 2018 (to $11.08/kw-mo),
capacity prices will decline back to $7.03/kw-mo in June 2019 and
$5.30/kw-mo in June 2020. The last two forward capacity auction
(FCA) results were $4.00/kw-mo lower in aggregate than Moody's
original expectations. Specifically, the FCA 10 and FCA 11 auctions
held February 2016 and February 2017, respectively, and cover the
periods June to May in each 2019/2020 and 2020/2021 resulted in
prices of $7.03/kw-mo and $5.30/kw-mo, respectively. The combined
impact of these weaker capacity auction results and softer energy
margins achieved in 2016 will impede RISEC's ability to de-leverage
as anticipated.

In 2016, RISEC earned approximately $22 million in energy margin,
or $4.5 million lower than Moody's base case expectations. Overall,
RISEC's recent financial performance was weak with debt service
coverage and funds from operations to debt (FFO/Debt) ratios
approximating 1.3x and 1% and Debt/EBITDA exceeding 10.0x, though
2016 was somewhat of a transition year with one-time costs
associated with the ownership and operational transition and
several large planned maintenance activities that occurred.

For 2021 and beyond, Moody's anticipates capacity auction prices to
remain around $5.00/kw-mo, or $2.00/kw-mo less than Moody's initial
forecast of $7.00/kw-mo. The initial $7.00/kw-mo capacity price was
largely influenced by the five-year average historical auction
price at that time. Much of the recent decline is driven by greater
demand response and energy efficiency measures by other states,
notably Massachusetts, which will impact the ISO-NE market. At debt
maturity in 2022, and assuming capacity auction prices average
$5.00/kw-mo, Moody's calculates that RISEC is likely to have over
$200 million in term loan debt outstanding, over 60% of the
original term loan and nearly $65 million more debt outstanding
than originally expected under Moody's base case.

The Ba3 rating affirmation reflects largely on-target debt
reduction in the coming years with around $70 million in debt
reduction anticipated by 2019 owing to premium capacity prices.
RISEC benefits from historical locational constraints, enabling it
to earn up to $11.08/kw-mo as a result of a capacity shortfall in
its region during the 2018/2019 (FCA 9) auction period.

While Moody's expects RISEC to achieve metrics consistent with a
Ba3 rating in 2018 and 2019, with FFO/Debt and DSCRs nearing 15%
and 3.0x, respectively, financial metrics are likely to decline
back to the B-rating category by 2020. Should developments within
ISO-NE to increase demand response, energy efficiency initiatives
and renewables materialize, declines in capacity auctions from the
$5.00/kw-mo are a distinct possibility and increase RISEC's
refinancing risk.

The negative rating outlook reflects RISEC's weak 2016 financial
performance and the likelihood that financial performance beyond
2020 will weaken further leading to less debt reduction absent an
improvement in energy margins and capacity auction outcomes.

Upward rating momentum is unlikely in the next year given the
negative outlook. The ratings could stabilize should energy margins
improve to approximately $30 million annually on a sustained basis
and if the next capacity auction clears at a price that exceeds
$5.50 kw-month. Consistent FFO/Debt metrics that exceed 15% and
DSCRs above 2.5x on a sustained basis could also warrant
consideration of an upgrade.

The ratings could be downgraded if FFO/Debt and DSCRs remain
consistently less than 10% and 2.0x respectively. Future energy
margins that remain in line with 2016 levels during 2017 and 2018
would likely result in a rating downgrade particularly if the
February 2018 auction does not exceed $5.50/kw-mo. Substantially
weak operating performance with availability below 90% or forced
outage rates above 10% could also warrant negative rating action.

The principal methodology used in these ratings was Power
Generation Projects published in May 2017.


RIMI CORPORATE: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------
Affiliated debtors that filed Chapter 11 bankruptcy petitions:

    Debtor                                        Case No.
    ------                                        --------
    Rimi Corporate Facilities Refurbishing Ltd.   17-11436
    1185 Commerce Avenue
    Bronx, NY 10462

    Rimi Woodcraft Corp.                          17-11437
    1185 Commerce Avenue
    Bronx, NY 10462

    Veneer Products LTD                           17-22759
    81 Rolling Way
    New Rochelle, NY 10804

Business Description: Rimi Corporate -- http://www.rimi.net/-- is
                      in the business of woodwork and wood
                      finishing.  Founded in 1952, Rimi Woodcraft
                      Corp. manufactures and markets architectural
                      furniture.

Chapter 11 Petition Date: May 23, 2017

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

Debtors' Counsel: Robert Leslie Rattet, Esq.
                  RATTET PLLC
                  202 Mamaroneck Avenue, Suite 300
                  White Plains, NY 10601
                  Tel: 914-381-7400
                  Fax: 914-381-7406
                  E-mail: rrattet@rattetlaw.com

                                Assets       Liabilities
                              ----------     -----------
Rimi Corporate Facilities     $0-$50,000  $100,000-$500,000
Rimi Woodcraft Corp.              $0          $4,600,000
Veneer Products LTD           $0-$50,000      $0-$50,000

The petitions were signed by Anthony Rizzo, president.

A copy of Rimi Corporate Facilities' list of five unsecured
creditors is available for free at:

          http://bankrupt.com/misc/nysb17-11436.pdf

A copy of Rimi Woodcraft Corp.'s list of 20 largest unsecured
creditors is available for free at
http://bankrupt.com/misc/nysb17-11737.pdf

A copy of Veneer Products' list of nine unsecured creditors is
available for free at http://bankrupt.com/misc/nysb17-22759.pdf


ROCKY MOUNTAIN: Reports $4.46 Million Net Loss for 3rd Quarter
--------------------------------------------------------------
Rocky Mountain High Brands, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $4.46 million on $117,814 of sales for the three months
ended March 31, 2017, compared to a net loss of $1.80 million on
$157,138 of sales for the three months ended March 31, 2016.

For the nine months ended March 31, 2017, the Company reported a
net loss of $7.61 million on $438,152 of sales compared to net
income of $4.30 million on $746,825 of sales for the nine months
ended March 31, 2016.

As of March 31, 2017, Rocky Mountain had $2.56 million in total
assets, $7.40 million in total liabilities, all current, and a
total shareholders' deficit of $4.83 million.

The anticipated operational shortfall for the next twelve months is
$1,200,000.  For the next two years, the Company anticipates cash
needs to be between $2,000,000 and $5,000,000.  The Company
anticipates raising the required capital through a blank check
preferred stock, as authorized by the Company's Articles of
Incorporation.  The Company plans to establish a new class of
preferred stock and raise up to $5,000,000 under a Rule 506
subscription agreement.

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

                      https://is.gd/kctiT4

                      About Rocky Mountain

Rocky Mountain High Brands, Inc., (RMHB) is a consumer goods brand
development company specializing in developing, manufacturing,
marketing, and distributing high quality, health conscious,
hemp-infused food and beverage products and spring water.  The
Company currently markets a lineup of five hemp-infused beverages.
RMHB is also researching the development of a lineup of products
containing Cannabidiol (CBD).  The Company's intention is to be on
the cutting edge of the use of CBD in consumer products while
complying with all state and federal laws and regulations.

Rocky Mountain reported net income of $2.32 million on $1.07
million of sales for the fiscal year ended June 30, 2016, compared
with a net loss of $16.62 million on $489,849 of sales for the
fiscal year ended June 30, 2015.

Paritz & Company, P.A., in Hackensack, New Jersey, issued a "going
concern" qualification on the consolidated financial statements for
the year ended June 30, 2016, citing that the Company has a
shareholders' deficit of $1,477,250, an accumulated deficit of
$16,878,382 at June 30, 2016, and has generated operating losses
since inception.  These factors, among others, raise substantial
doubt about the ability of the Company to continue as a going
concern.


ROMAN HILL: Plan Confirmation Hearing on June 27
------------------------------------------------
The Hon. Wendy L. Hagenau of the U.S. Bankruptcy Court for the
Northern District of Georgia has conditionally approved Roman Hill,
LLC's amended disclosure statement dated May 12, 2017, referring to
the Debtor's amended Chapter 11 plan dated May 12, 2017.

A hearing to consider the final approval of the Amended Disclosure
Statement and confirmation of the Amended Plan will be held on June
27, 2017, at 1:30 p.m.

June 16, 2017, is the last day for filing objections to the
conditionally approved Amended Disclosure Statement and
confirmation of the Amended Plan.  June 16 is also the last day for
filing written acceptances or rejections of the Amended Plan.

The Court, having scheduled the Final Hearing on Approval of the
Debtor's Amended Disclosure Statement and confirmation of Debtor's
Amended Plan for June 27, 2017, extends the 45-day timeframe to
confirm the Debtor's proposed plan through and including the date
now fixed for confirmation or any subsequent date to which the
hearing is continued.

                       About Roman Hill LLC

Roman Hill, LLC, 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.  No trustee has been appointed in the
Debtor's case.

Will B. Geer, Esq., at The Law Office of Will B. Geer, LLC, serves
as the Debtor's bankruptcy counsel.


ROUGH COUNTRY: Moody's Assigns B2 CFR, Outlook Stable
-----------------------------------------------------
Moody's Investors Service assigned first-time ratings for
aftermarket suspension company Rough Country, LLC, including a B3
Corporate Family Rating (CFR) and B3-PD Probability of Default
Rating, and B2 ratings for the proposed senior secured (first lien)
bank credit facilities, which consist of a $20 million revolver due
2022 and a $205 million term loan due 2023. Term loan proceeds will
augment an unrated $85 million senior secured (second lien) term
loan and new equity, contributed by Gridiron Capital, management
and the selling sponsor in support of acquiring the company and
satisfaction of estimated transaction fees and expenses. The
ratings outlook is stable.

The following is a summary of Moody's rating actions for Rough
Country, LLC:

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned B3-PD

$20 million Senior Secured First Lien Revolving Credit Facility
due 2022, Assigned B2 (LGD3)

$205 million Senior Secured First Lien Term Loan due 2023,
Assigned B2 (LGD3)

Outlook, Stable

RATINGS RATIONALE

The B3 CFR broadly reflects the risks inherent to Rough Country's
small size, narrow product focus, the discretionary nature of its
products, its cyclical end markets and high leverage. Rough
Country's ratings are supported, however, by the company's good
market position in a niche segment of the truck accessories
category, achieved largely through its differentiated marketing and
selling approach, and reasonably strong cash flow. The company
derives a majority of its revenue in the aftermarket, which is
deemed to be more stable than the new vehicle market given its
association with replacement parts for existing vehicles. The
company has been effective in leveraging social media channels to
innovate, market, sell and distribute its products, and as such has
achieved good (albeit decelerating) double-digit organic growth
rates over the last three years. However, Moody's believes that
revenue growth will slow -- to a level approximating the mid-single
digit range -- as distribution gains moderate, with earnings
remaining vulnerable to customer and competitor actions. Even so,
Rough Country's relatively high financial leverage (6.3x
debt-to-EBITDA, pro forma for the transaction and incorporating
Moody's standard adjustments) will decline over the next 12 months
(to approximately 5.6x, as forecast) as the company continues to
grow, subject mainly to the aforementioned EBITDA volatility
associated with the principal market drivers but also event risk
under the new partial private equity ownership.

The stable ratings outlook reflects Moody's expectation that the
company will continue to benefit from distribution gains that
facilitate high single digits revenue and EBITDA growth over the
next 12 to 18 months and that good liquidity will be maintained.
Moody's also assumes that the company will carefully balance its
targeted financial risk and leverage profile with its growth
strategy.

Ratings could warrant consideration for prospective upgrade should
the company significantly increase its scale while strong margins
are maintained and debt-to-EBITDA transitions below 5.0x on a
sustained basis.

Conversely, downward rating pressure could ensue if operating and
financial performance deteriorate, and/or debt financed
acquisitions or shareholder dividend payouts are undertaken such
that debt-to-EBITDA remains above 6.0x while cash flows weaken. A
significant reduction in borrowing availability or liquidity could
also result in a ratings downgrade.

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

Headquartered in Dyersburg, Tennessee, Rough Country is a
domestically focused manufacturer of aftermarket performance
suspension products and accessories. The company provides lift and
leveling kits, shocks and stabilizers, and accessories primarily
for trucks and Jeep models.


S DIAMOND STEEL: Court Okays Amended Disclosure Statement
---------------------------------------------------------
The Hon. Brenda K. Martin of the U.S. Bankruptcy Court for the
District of Arizona has approved S Diamond Steel Inc.'s amended
disclosure statement referring to the Debtor's amended Chapter 11
plan.

At this time, a hearing to consider the confirmation of the Amended
Plan will not be set nor will the Debtor notice the Plan for
balloting purposes.  As stated in the Amended Disclosure Statement,
Plan Confirmation will not be set for hearing until the Court
enters an order resolving the pending Objection to Claim Number 9-1
held by Board of Trustees of the California Ironworkers Field
Pension Trust.

Upon the Court's resolution of the objection to Claim Number 9-1,
the Debtor will take all steps necessary to set a hearing on Plan
Confirmation and, at that time, will notice out the court order,
the Amended Disclosure Statement, any supplement to the Amended
Disclosure Statement that is filed, the Amended Chapter 11 Plan and
all required ballots.

As reported by the Troubled Company Reporter on March 27, 2017, the
Debtor filed with the Court an Amended Disclosure Statement dated
March 15, 2017, referring to the Debtor's Plan.  Under the Plan,
Class 7 General Unsecured Claims -- $1,535,584.77 as of filing date
-- are impaired.  Projected dividend is $1,140,407.23.

All allowed and approved claims under this class will be paid in
full from all funds available for distribution.  Interest in this
class will not be paid unless required by law.  Upon full
adjudication of the claim alleged by Class 8, if any amount is due
in Class 8 it will be paid pro rata with the creditors of Class 7
and the Plan will be extended by the number of months necessary to
provide full payment of all claims provided for in this class.  It
is anticipated that payments under this class will start between
the seventh and ninth month the Plan, after payment in full of all
allowed administrative expense and priority tax claims, at the rate
of $50,000 per month, disbursed on a pro rata basis.   

                      About S Diamond Steel

S Diamond Steel, Inc., based in Phoenix, AZ, filed a Chapter 11
petition (Bankr. D. Ariz. Case No. 16-07846) on July 11, 2016.  The
petition was signed by Matthew Miles Stevens, president.  The case
is assigned to Judge Brenda K. Martin.  Allan NewDelman, Esq., at
Allan D. NewDelman P.C. serves as the Debtor's legal counsel.

The Debtor disclosed $1.59 million in total assets and $5.58
million in total liabilities.

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


S&H AUTO: Directed to File Amended Plan by May 25
-------------------------------------------------
Judge Wendelin I. Lipp of the U.S. Bankruptcy Court for the
District of Maryland denied approval of the Chapter 11 disclosure
statement and Chapter 11 plan filed by S&H Auto Repair Corp. for
reasons stated at the hearing held on May 10, 2017, and directed
the Debtor to file an amended disclosure statement and Plan on or
before May 25.

The Plan contemplates reorganizing the Debtor's financial affairs
such that the Debtor maintains its ability to pay its secured
creditors and maintain ownership of its business assets and
contracts. The Debtor has been operating under the protection of
the U.S. Bankruptcy Laws for approximately eight months. This has
allowed the Debtor to restructure its employment opportunities and
to maximize its income.

The Debtor has also been able to renegotiate some of its
commitments and revamp the means and time table by which it is to
receive compensation for its services in an attempt to eliminate
cash flow difficulties. The Debtor has been making all Post
Petition payments to the secured creditor and is current on the
mortgage payments. Through the Plan, the Debtor will be able to
satisfy its creditors and pay the agreed upon, by compromise,
pre-petition arrearages consisting of fees and costs incurred by
the lender in its foreclosure actions.

The Debtor intends to pay 100% its priority creditor claim and
secured creditor, with interest at the IRS rate. The Debtor will
pay back the agreed upon pre-petition arrears to its secured
creditor at the contract rate of interest and will provide a
payback to unsecured creditors at 100%, with interest given the
liquidation analysis.

The Debtor will fund the Chapter 11 plan by its operating profits,
from which the Debtor will devote $500 monthly to the payment of
its pre-petition creditors for the 36 months of the Plan followed
by 36 months of Plan payments in the amount of $750 per month. It
is expected that the plan will take 72 months to pay all
pre-petition obligations.

                  About S&H Auto Repair Corp.

S&H Auto Repair Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 16-19613) on July 18, 2016.
Judge Wendelin I. Lipp presides over the case.   The Debtor is
represented by David W. Kestner, Esq.  No creditors' committee has
been appointed in the case.

A separate Chapter 11 petition was filed by S&H Auto Repair Corp.
(Bankr. D. Md. Case No. 16-20406) on August 3, 2016.  Judge Lipp,
who also presided over this case, entered an order on Aug. 11
dismissing the case at the Debtor's request.  A final decree
closing this case was entered on Nov. 23.  No creditors' committee
has been appointed in the case.


SABLE PERMIAN: S&P Raises CCR to 'CCC' on Debt Exchange
-------------------------------------------------------
S&P Global Ratings said that it raised its corporate credit rating
on Oklahoma City-based E&P company Sable Permian Resources LLC to
'CCC' from 'SD' (selective default).  The rating outlook is
negative.

At the same time, S&P affirmed the 'B-' issue-level rating on the
company's RBL credit facility with a '1' recovery rating,
indicating S&P's expectation for very high (90%-100%; rounded
estimate: 95%) recovery in the event of payment default.

Additionally, S&P affirmed the 'D' issue-level and '1' recovery
ratings on the company's first-lien secured notes.  The '1'
recovery rating indicates S&P's expectation for very high
(90%-100%; rounded estimate: 95%) recovery in the event of
default.

S&P also affirmed the 'D' issue-level and '6' recovery ratings on
the company's second-lien secured debt and unsecured debt.  The '6'
recovery rating indicates S&P's expectation for negligible (0%-10%;
rounded estimate: 0%) recovery in the event of default.

The 'D' ratings on the company's secured and unsecured debt reflect
S&P's view that there could be further exchanges that it consider
to be distressed.

The upgrade reflects S&P's reassessment of its corporate credit
rating on Sable after the company exchanged portions of its
first-lien secured, second-lien secured, and unsecured debt for
equity interests as part of a restructuring announced May 1, 2017.
As part of the restructuring, the company reduced its debt by $574
million and increased liquidity by $746 million with the sale of
new common equity interests.

The corporate credit rating reflects S&P's view that Sable's
leverage will remain at levels S&P considers unsustainable over the
next 12 months and at what S&P considers less than adequate
liquidity.  Although equity proceeds provide the company with
significant liquidity, S&P believes the company will outspend cash
flows significantly as a result of declining production and
interest costs that S&P expects will exceed projected EBITDA
amounts.

The outlook is negative, reflecting S&P's view that Sable could
face a liquidity shortfall in 2018, absent additional equity
proceeds, additional debt exchanges, or favorable market
conditions.

S&P could lower the rating if it believes Sable would be unable to
fund its financial obligations, which would most likely occur if
the company fails to develop reserves and increase production,
causing more cash outspending than expected.

S&P could raise the rating if the company's liquidity improves,
which would most likely occur as a result of additional equity
proceeds or debt exchanges that would help reduce leverage and
interest requirements.


SANCTUARY CARE: Bids Due May 25; Sale Hearing on June 6
-------------------------------------------------------
Subject to the approval of the United States Bankruptcy Court for
the District of New Hampshire, Sanctuary Care, LLC, and Sanctuary
at Rye Operations, LLC, will sell to NBR Acquisition Rye, LLC or
its assignee ("NBR'), all of the Assets of the Debtors as such term
is defined in the Sale Motion filed with the Court for the sum of
$9,650,000, subject to certain adjustments or pro-rations provided
for in the Asset Purchase Agreement dated March 8, 2017, at the
Closing, free and clear of all liens, claims and interests pursuant
to the terms of the APA unless a Qualified Bidder makes a higher
and better offer as permitted by and defined in the Sale Procedures
in which case the Purchased Assets will be sold by means of an
auction in accordance with the Sale Procedures.

The Purchase Price will be paid in full by wire transfer of same
day funds on the Closing Date.  The Debtors will convey the Assets
to NBR or the highest Qualified Bidder by quitclaim deed, quitclaim
assignment, and bill of sale without representations or warranties
except those made in the APA.

The approved Sale Procedures provide that an auction sale of the
Assets will occur only if a Qualified Bidder submits a Qualified
Bid to purchase the Assets on or before the Bid Deadline of May 25,
2017.  

Any creditor or party in interest or other person may read the Sale
Procedures, the Sale Motion and the APA at the office of the Court
whenever it is open to the public or online via PACER.  

If no Qualified Bids are submitted by the Bid Deadline, the assets
will be sold to NBR at the Sale Motion hearing scheduled for June
6, 2017 at 10:00 a.m.

Without limiting the terms and conditions of the Sale Procedures
which are applicable in their entirety, a Qualified Bid must me not
less $9,965,000, payable in full by wire transfer at the Closing
and must not be subject to any term or condition not already
contained in the APA. A Qualified Bidder must demonstrate its
financial and operational capacity to close the purchase and sale
transaction, including the ability to obtain all necessary licenses
and approvals from relevant licensing authorities. The Qualified
Bidder selected by the Debtors as a consequence of the Auction must
sign at the conclusion of the Auction a purchase and sale agreement
substantially identical to the APA with the updated purchase price
inserted.

The Debtor has established a Dropbox folder which contains
information regarding the Debtor and the Assets. It also includes
copies of the pleadings filed with the Court in connection with the
sale of the Assets, motion to sell the Debtor's assets, the motion
to approve bid procedures and a copy of the approved bid
procedures. In order to be given access to the Dropbox, a
prospective bidder must execute a Confidentiality Agreement which
it may obtain from Peter N. Tamposi, Esq.

Creditors and other parties-in-interest should direct their
questions regarding the Sale or the Sale Procedures to:

          Peter N. Tamposi, Esq.
          159 Main St.
          Nashua, NH 03060
          E-mail: peter@thetamposilawgroup.com

NBR is represented by:

          Frank A. Appicelli, Esq.
          CARLTON FIELDS
          One State Street, Suite 1800
          Hartford, CT 06103
          Telephone: 860-392-5015
          Facsimile: 860-392-5058
          E-mail: fappicelli@carltonfields.com

                       About Sanctuary Care

Sanctuary at Rye Operations, LLC and and its affiliate Sanctuary
Care, LLC filed separate Chapter 11 bankruptcy petitions (Bankr.
D.N.H. Case Nos. 17-10590 and 17-10591, respectively), on April 25,
2017. The Petition was signed by Alice Katz, chief restructuring
officer.  Ms. Alice Katz is with Vinca Group, LLC.  The Debtor is
represented by Peter N. Tamposi, Esq. at the Tamposi Law Group.

The Company owns Sanctuary Care, a memory assisted adult care
facility located in Rockingham County, New Hampshire.

At the time of filing, Sanctuary at Rye listed $382,830 in total
assets and $16,610,000 in liabilities. Sanctuary Care listed
$5,010,000 in total assets and $16,050,000 in liabilities.

William K. Harrington, the United States Trustee, has appointed
Susan Buxton, the Long-Term Care Ombudsman for the State of New
Hampshire, as the Patient Care Ombudsman for Sanctuary Care, LLC,
and Sanctuary at Rye Operations, LLC.



SEADRILL LTD: Debt Restructuring Talks Progressing
--------------------------------------------------
Jonathan Randles, writing for The Wall Street Journal Pro
Bankruptcy, reported that offshore drilling services company
Seadrill Ltd. has made "significant progress" with its banks on the
terms of a debt restructuring plan that will likely require filing
for bankruptcy in the U.S. or U.K.

According to the report, Seadrill said it is in advanced talks with
secured lenders and third-party investors on the terms of a
"comprehensive recapitalization."  Absent an additional extension
from creditors, Seadrill faces a July 31 deadline for implementing
a restructuring plan, the report related.

A restructuring will likely involve converting Seadrill's bond debt
into equity, the report related.  Any recovery for existing
shareholders would be minimal at best, the company said, the report
added.

Seadrill also said Chief Executive Per Wullf will be stepping aside
at the end of June and will be replaced by the company's chief
commercial officer, Anton Dibowitz, the report further related.

                         About Seadrill

Seadrill Limited is a deepwater drilling contractor, which provides
drilling services to the oil and gas industry.  It is incorporated
in Bermuda and managed from London.

Seadrill reported a net loss of US$155 million on US$3.17 billion
of total operating revenues for the year ended Dec. 31, 2016,
following a net loss of US$635 million on US$4.33 billion of total
operating revenues for the year ended in 2015.

Seadrill had US$18.78 billion in assets and US$11.60 billion in
liabilities as of Dec. 31, 2016.

                          *     *     *

The Company in its annual report on Form 20-F filed with the U.S.
Securities and Exchange Commission April 24, 2017, noted that it
has cross default clauses in existing financing agreements which
cause near term liquidity constraints in the event Seadrill Limited
is unable to implement a restructuring plan by July 31, 2017.  The
existence of the cross default clauses and uncertainty of the
restructuring raise substantial doubt about the Company's ability
to continue as a going concern.

There are cross default clauses with Seadrill in three Seadrill
Partners facilities.  In order to address this risk of default,
Seadrill Partners has to the lenders:

   * Removal of Seadrill as a guarantor under each of the three
facilities and separation of the facilities such that each facility
is secured only by Seadrill Partners' assets without recourse to
Seadrill or its assets; and

   * Extending the maturity of each of the three facilities by 2.5
years.

The Company is targeting execution of these amendments on a
consensual basis.  In the event a consensual agreement cannot be
reached, the Company said it is preparing various contingency plans
that may be needed to preserve value and continue operations
including seeking waivers of cross default with Seadrill and
potential schemes of arrangement and chapter 11 proceedings.


SKG THE PARK: 2nd Amended Plan Revises Treatment of Claims
----------------------------------------------------------
SKG The Park at Spanish Ridge, LLC, filed with the U.S. Bankruptcy
Court for the District of District of Nevada a second amended
disclosure statement for the Debtor's plan of reorganization to
revise the treatment of Class 2 - Secured Claim of Wells Fargo
Bank, N.A., and Class 3 - General Unsecured Claims.

A hearing to consider the approval of the Second Amended Disclosure
Statement will be held on May 24, 2017, at 9:30 a.m.

Class 2 will be the Secured Claim of Wells Fargo, which Claims will
be Impaired, and Wells Fargo will receive on account of its Allowed
Class 2 Claims: (i) the proceeds from the sales of the 8912
Property and 8918 Property.  The amount of the Class 2 claim of
Wells Fargo is approximately $24,212,577.69.

Class 3 consists of General Unsecured Claims.  The Debtor estimates
that the amount of the general unsecured claims totals
approximately $100,000.  The Debtor proposes to pay General
Unsecured Claims in Class 3 from the proceeds from the sales of the
8912 and 8918 Properties, after payment of Allowed claims in Class
1, Class 2 and all administrative and priority claims.  It is
possible that there may not be any sale proceeds to be distributed
to Allowed General Unsecured Claims.

The Second Amended Disclosure Statement is available at:

            http://bankrupt.com/misc/nvb17-10955-114.pdf

As reported by the Troubled Company Reporter on May 19, 2017, the
Debtor filed with the Court a first amended disclosure statement
for the Debtor's plan of reorganization.  Under that plan, the
Class 1 Secured Claim of the Clark County Taxing Authority is
impaired by the Plan, and would be paid in full on the 90th day
after the Effective Date of the Plan, in the approximate amount of
$23,619.38.  

              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.


SKYE ASSOCIATES: Unsecureds to Recoup 4% Over 5 Years
-----------------------------------------------------
Skye Associates, LLC, filed with the U.S. Bankruptcy Court for the
District of Maryland a plan of reorganization and accompanying
disclosure statement.

Class 3 - General Unsecured Claims in the approximate amount of
$1,659,573, and which includes the unsecured claims of Burton
Equity, LLC, and the rejection claim of the Debtor's landlord and
other leasers, are impaired.  The Debtor will make quarterly
payments to the Class 3 Claims beginning on the Effective Date on a
pro rata basis for five years in the amount of $1,5000 for the
first year of the Plan.  Quarterly payments will be as follows in
the subsequent years:

   -- $2,250.00 in year 2;
   -- $3,000.00 in year 3;
   -- $3,750.00 in year 4; and
   -- $4,500.00 in year 5.

The total payments to the Class 3 Claim will be $60,000,
representing a return of 4% to the Class 3 Claims.

Class 1 - Allowed Secured Claim of Burton Equity, LLC, in the
approximate amount of $1,100,000, is impaired.  The Class 1 claim
will have a 100% equity interest in the reorganized debtor in
exchange for $50,000 conversion from secured to equity.
Additionally, the Class 1 Claim will have a reduced Allowed Secured
Claim in the amount of $450,000 secured by all assets of the
Debtor.  No payments are contemplated to the Class 1 Claim during
the Plan.  The Class 1 Claim will have a secured non-interest
bearing balloon note in the amount of $450,000 in full five years
after the Effective Date.  Any amount over $450,000 will be a
Deficiency Claim and will be treated as a general unsecured claim
and accorded the same treatment as the Class 3 Claims.

Class 2 Claim - Allowed Secured Claim of Venable LLC in the amount
of $5,000 is Impaired.  The Class 2 Claim will be entitled to the
$2,500 held in escrow on the Effective Date.  Additionally, the
Class 2 Claim will be entitled to the remaining $2,500 30 days
after the Effective Date.

A full-text copy of the Disclosure Statement dated May 12, 2017, is
available at:

           http://bankrupt.com/misc/mdb16-22592-83.pdf

                       About Skye Associates

Skye Associates, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 16-22592) on Sept. 20,
2016.  The petition was signed by Michael Burton, managing member.

The case is assigned to Judge Thomas J. Catliota.  At the time of
the filing, the Debtor estimated assets of less than $50,000 and
liabilities of $1 million to $10 million.

The Debtor is represented by Richard B. Rosenblatt, Esq. and Linda
M. Dorney, Esq. at the Law Offices of Richard B. Rosenblatt, PC.

The Office of the U.S. Trustee on Nov. 14, 2016, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of Skye Associates, LLC.


SPANISH BROADCASTING: S&P Withdraws 'D' Corporate Credit Rating
---------------------------------------------------------------
S&P Global Ratings said that it withdrew its 'D' corporate credit
rating and issue-level ratings on U.S.-based Spanish-language
broadcaster Spanish Broadcasting System Inc. (SBS).

"We withdrew the ratings because we were unlikely to raise them
from 'D', based on SBS' ongoing plans to restructure its debt,"
said S&P Global Ratings' credit analyst Scott Zari.  S&P had
downgraded SBS to 'D' on April 21, 2017, following the company's
announcement that it didn't repay its $275 million 12.5% senior
secured notes that were due April 15, 2017.


SPECTRUM BRAND: Fitch Affirms 'BB' Long-Term Issuer Default Rating
------------------------------------------------------------------
Fitch Ratings has affirmed Spectrum Brand, Inc.'s (Spectrum Brands)
Long-Term Issuer Default Rating (IDR) at 'BB'. The Rating Outlook
is Stable.

KEY RATING DRIVERS

Leverage Improvement: Spectrum Brands, Inc. (Spectrum) had
historically been an acquisitive company; focusing on both large
transformative and smaller bolt-on acquisitions. Spectrum has
gradually modified this strategy and is now focusing its efforts on
bolt-on acquisitions. The last transformative acquisition was
Armored AutoGroup Parent, Inc. in May 2015 which increased Total
Debt/EBITDA to 5.8x. Leverage has since declined to 3.8x as of
Fiscal Year 2016. Fitch anticipates leverage will stay below 4.0x
assuming continued EBITDA growth, debt reduction and no major
acquisitions.

Significant FCF: Spectrum's FCF (after dividends) continued to
improve to the $400 million range in 2016 from approximately $280
million in 2015. The increase in FCF is the result of the
successful integration of acquisitions, cost controls and efficient
working capital management. Spectrum's FCF is seasonal with Q4
generating the highest cash flow each year Fitch expects FCF of
just under $500 million in 2017 and FCF continuing to grow
gradually thereafter.

Diversified Portfolio: Over the past five years Spectrum has
broadened its product portfolio through acquisition, entering both
the hardware and home improvement, and auto care businesses. The
portfolio is divided into five reporting segments: Global Batteries
and Appliances (40% of 2016 net sales), Hardware and Home
Improvement (25%), Pet (16%), Home and Garden (10%) and Global Auto
Care (9%). Spectrum's currently sells products into more than 160
countries, with 64% of 2016 sales in the United States. These
products have resonated well with retail customers and
end-consumers due to their generally non-discretionary nature,
replacement cycles, and innovation. Spectrum has seen an organic
growth rate of around 2.5% over the past three years, which in
combination with margin-accretive synergies, has led to EBITDA
margin growth from 16.5% in 2014 to 19.1% in 2016.

Corporate Governance: Spectrum is a controlled company. HRG Group,
Inc. (HRG, IDR 'B'/Negative Watch) owns approximately 58% of
Spectrum's equity. HRG has pledged a portion of Spectrum shares as
collateral for its own debt. It is also dependent upon Spectrum for
cash flow. Spectrum is HRG's primary portfolio company. Restrictive
and financial covenants in Spectrum's debt facilities, as well as
HRG's focus on maintaining moderate debt levels at its portfolio
companies, mitigate concerns. In November 2016, HRG announced that
it had initiated a process to explore available strategic
alternatives including a merger, sale or other business
combination.

KEY ASSUMPTIONS

Fitch's assumptions in its base case projections are:

-- Sales are expected to grow 1-2% in fiscal 2017 (ends September)
on low-single digit organic growth, and a small contribution from
bolt-on acquisitions, offset slightly by FX headwind.

-- EBITDA growth is expected to modestly outpace sales growth over
the forecast period, due to positive mix shifts, fixed-cost
leverage, and ongoing restructuring programs.

-- Free cash flow after dividends (FCF) is projected to be just
under $500 million annually and to grow gradually thereafter.

-- Spectrum could issue debt to fund an acquisition and Fitch's
expectation would be that the company uses FCF to reduce leverage
to the 4.0x level 24-36 months following any acquisition.

RATING SENSITIVITIES

Future developments that may, individually or collectively, lead to
a positive rating action include:

-- Committing to sustained leverage below the 4.0x. Fitch would
also have to feel comfortable that there was minimal risk of a
significant leveraging transaction.

Future developments that may potentially lead to a negative rating
action include:

-- Low-single digit sales declines, yielding EBITDA erosion and
sustained leverage above 4.5x. Alternatively, a debt-financed
transaction which reduced confidence in the company's ability to
return leverage below 4.5x over the following 24-36 months would be
viewed negatively.

LIQUIDITY

Spectrum's $411 million of liquidity as of April 2, 2017 is
adequate and supported by internal FCF generation. In recent years
working capital has been a net contributor to cash flow, as the
cash conversion cycle has shortened. Near term debt maturities are
manageable at approximately $16 million in fiscal years 2017 and
2018. The $700 million secured revolver maturing in March 2022
provides an additional source of funds, and is primarily used to
fund working capital requirements.

The company's financial flexibility continues to increase, and has
minimal maturities until 2022. In March 2017 the company amended
their credit agreement, extending the maturity of the revolver from
2020 to 2022 and expanding the capacity to $700 million from $500
million. As of May 9, 2017, the company announced an increase of
their U.S. dollar-denominated term loan facility from $1 billion to
$1.25 billion. Spectrum also maintains, under the same credit
facility, a EUR300 million Euro-denominated term loan and a $75
million CAD-denominated term loan. The term loans collectively
amortize at approximately $16 million per year until 2022. Spectrum
has four outstanding bond issues totaling $2.3 billion. All are
unsecured. There are no bond maturities until November 2022.

Fitch has assigned Recovery Ratings (RRs) to the various debt
tranches in accordance with criteria, which allows for the
assignment of RRs for issuers with IDRs in the 'BB' category. Given
the distance to default, RRs in the 'BB' category are not computed
by bespoke analysis. Instead, they serve as a label to reflect an
estimate of the risk of these instruments relative to other
instruments in the entity's capital structure. Fitch assigned an
'RR1' to first-lien secured debt, notching up two from the IDR and
indicating outstanding recovery prospects (91% to 100%) given
default. Unsecured debt will typically achieve average recovery,
and thus was assigned an 'RR4', or 31% to 50% recovery.

FULL LIST OF RATING ACTIONS

Fitch has affirmed Spectrum Brands's ratings:

-- Long-Term Issuer Default Rating (IDR) at 'BB';
-- Senior secured revolving credit facilities at 'BBB-/RR1';
-- Senior secured term loans at 'BBB-/RR1';
-- Senior unsecured notes at 'BB/RR4'.

The Rating Outlook is Stable.


SSH HOLDINGS: S&P Lowers CCR to 'B-' on Recent Underperformance
---------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Egg
Harbor Township, N.J.-based retailer SSH Holdings Inc. d/b/a
Spencer Spirit to 'B-' from 'B', and revised the outlook to
negative from stable.

At the same time, S&P lowered the issue-level rating on the
company's first-lien term loan facility to 'B-' from 'B'.  S&P's
'3' recovery rating on the term loan facility is unchanged and
reflects its expectation for moderate (50%-70%; rounded estimate:
50%) recovery in the event of a payment default.

"The rating action reflects the company's recent underperformance
compared with our forecast, and our expectation that operating
performance will continue to be soft over the next 12 months.
Weakness in fiscal 2016 was driven by declining mall traffic (which
put pressured on Spencer's operating performance), the unfavorable
timing of Halloween falling on a Monday (which weighed on Spirit
Halloween's performance), and increasing competition from online
retailers.  This translated into lower EBITDA and weaker credit
metrics for the year.  We expect these trends to persist throughout
2017, which will result in weak EBITDAR fixed-charge coverage of
around 1.5x at year end," said credit analyst Andrew Bove.  "We
forecast relatively soft operating performance for the Spencer's
segment in 2017 as continued declines in mall traffic offset
investments in merchandise management and e-commerce.  We also
expect profitability at the Spirit Halloween segment will remain
challenged as Halloween in 2017 falls on a Tuesday, which is still
unfavorable.  We also believe competition, especially from online
retailers, will further intensify and pressure operating
performance."

The negative outlook reflects S&P's expectation that operating
performance will continue to be soft over the next 12 months as
declining mall traffic, increasing competitive pressures, and
cautious consumer spending on highly-discretionary items will weigh
on profitability over that time period.  Although S&P expects
modestly positive free operating cash flow for fiscal 2017, S&P
recognizes the inherent volatility in the business and, as a
result, believe there is a one-in-three chance the company could
meaningfully underperform S&P's expectations.

S&P could lower the rating if the company is unable to stabilize
operating performance at Spencer's and Spirit stores experience
lower-than-expected sales volumes in 2017.  This could be the
result of consumers continuing to limit their spending on
highly-discretionary merchandise, along with increased competitive
pressures meaningfully eroding the company's market share.  Under
this scenario, sales growth would be flat-to-slightly-negative
(compared with S&P's forecast of low-single digit sales growth) and
gross margin would shrink by an additional 150 bps over S&P's
base-case forecast.  This would lead to negative free operating
cash flow on a sustained basis.  S&P could also lower the ratings
if deteriorating operating performance increases the possibility of
a proactive effort to restructure the significant balance sheet
debt obligations with a distressed exchange or another
restructuring action.

S&P could revise the outlook to stable if the company performs
meaningfully ahead of S&P's expectations, with revenue growth in
the mid- to high-single-digit range (compared with S&P's forecast
of low-single-digit growth) and gross margin expands about 200 bps
over its forecast.  This could result from solid merchandise
management at Spencer's, improved omni-channel functionality, and
increased consumer spending on small-ticket discretionary items. At
that time, fixed-charge coverage would be in the 2.0x area.  S&P
would also need to believe the company's financial policy would
support credit metrics sustaining at these levels, and that
re-leveraging is unlikely.


STARLITE HOSPITALITY: First Western Asks Court to Prohibit Cash Use
-------------------------------------------------------------------
Secured lender First Western SBLC, Inc., asks the U.S. Bankruptcy
Court for the Middle District of Alabama to prohibit Starlite
Hospitality LLC's use of rents and cash collateral.

On Aug. 24, 2011, the Debtor and First Western entered into a loan
transaction under which Debtor executed a note in the original
principal amount of $1.15 million in favor of First Western, which
is secured by a mortgage, assignment of leases and rents and
security agreement against the Debtor's real and personal property.


First Western perfected its security interest by filing the
Mortgage and Security Agreement with the office of the Judge of
Probate of Montgomery County, Montgomery Alabama, at RLPY 04182,
Page 0001 and by filing a UCC Financing Statement with the Alabama
Secretary of State at 11-0428013.

Pursuant to the Mortgage and Security Agreement, First Western
holds a first priority security interest in substantially all of
Debtor's assets.

First Western does not consent to Debtor's use of its cash
collateral and the Court has not otherwise authorized the use.

A copy of First Western's motion is available at:

              http://bankrupt.com/misc/almb17-31347-13.pdf

First Western is represented by:

     Jay H. Clark, Esq.
     Gary W. Lee, Esq.
     WALLACE, JORDAN, RATLIFF & BRANDT, LLC
     800 Shades Creek Parkway
     Suite 400
     Birmingham, Alabama 35209
     Tel: (205) 870-0555      
     E-mail: jclark@wallacejordan.com
             gwlee@wallacejordan.com

Starlite Hospitality LLC filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Ala. Case No. 17-31347) on May 11, 2017, estimating
its assets and liabilities at between $1 million and $10 million
each.


SUPERVALU INC: Fitch Rates $840MM Term Loan Facility 'BB/RR1'
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB/RR1' rating to SUPERVALU INC.'s
(NYSE: SVU) $840 million seven-year term loan facility maturing
2024. The facility consists of an initial $525 million term loan
and a $315 million delayed-draw term loan. The Rating Outlook is
Stable.

Proceeds from the term loans will be used to refinance SVU's
existing $524 million term loan due 2019 and to partially finance
the $375 million acquisition of Unified Grocers, Inc. (Unified).
The Unified transaction is expected to close late June 2017.

The new debt is secured by a first-lien on Term Loan Priority
Collateral, which includes the real estate, and a second-lien on
ABL Priority Collateral. The loan amortizes 1% annually with a 50%
excess cash flow sweep that steps down as the total secured
leverage ratio declines.

Fitch estimates pro forma total adjusted debt/EBITDAR of 4.2x based
on approximately $540 million EBITDA in fiscal 2017, $1.8 billion
of total debt, and annual rent of about $120 million. Fitch
projects leverage in the low 4x range in fiscal 2018 and 2019
(February) as synergies are realized but sales and operating
earnings for SVU's retail business remain under pressure.

Key Rating Drivers

Wholesale Distribution Focus: SVU's sales and EBITDA pro forma for
the sale of Save-A-Lot and acquisition of Unified are approximately
$16 billion and $540 million, respectively. Wholesale distribution
will represent roughly 70% of SVU's sales and retail grocery the
remaining 30%. SVU is the largest public-company grocery
distributor to wholesale customers across the United States.

Wholesale Revenue, Margin Pressure: Wholesale revenue declined in
fiscal 2015 and 2016 due to customer losses but SVU is focused on
retaining existing customers and winning new business. In fact, SVU
reported that it retained 99.5% of its customer sales volume in
fiscal 2017 while announcing new business wins such as a long-term
supply agreement with The Fresh Market.

Fitch anticipates that SVU will have to offset wholesale customer
attrition in the low single-digit range caused by challenging
industry conditions with both organic growth and acquisitions.
Moreover, Fitch expects margins to remain pressured due to the
potential for large contracts to come in at a lower margin and
recent challenges resulting in higher labor and third-party freight
expenses from transitioning new customers onto SVU's distribution
network. Fitch believes wholesale segment EBITDA can approximate
$400 million in fiscal 2019, up from $283 million in fiscal 2017,
with EBITDA from new business, and EBITDA and synergies associated
with Unified.

Declining Retail Share, Profitability: Identical store (ID) sales
for SVU's retail banners (217 stores at the end of fiscal 2017)
were mostly negative for the past few years, falling 5.5% in fiscal
2017. Fitch expects mid-single-digit declines will continue in
fiscal 2018 despite moderating deflation due to weak share
positions and heightened competition. SVU's retail banners continue
to be share donors over the intermediate term. Fitch projects
segment EBITDA will fall below $100 million by fiscal 2019 from
$162 million in fiscal 2017.

Leverage in Low-4x Range: Total adjusted debt/EBITDAR pro forma for
the sale of Save-A-Lot and acquisition of Unified is 4.2x. Fitch
anticipates leverage will remain in the low 4x range in fiscal 2018
and 2019 absent additional acquisitions as debt reduction and
synergies from Unified are partially offset by declining operating
earnings in the Retail segment.

RATING SENSITIVITIES

Future developments that may, individually or collectively, lead to
an upgrade include stable market share trends; total adjusted
debt/EBITDA sustained below 4x; relatively stable margins; and
positive FCF.

Future developments that may, individually or collectively, lead to
a downgrade include consistently weak top-line performance across
each of the company's businesses and margin contraction that lead
to negligible or negative FCF.

Fitch currently rates SVU:

SUPERVALU INC.

-- Long-Term Issuer Default Rating 'B';
-- $1 billion secured revolving credit facility 'BB/RR1';
-- $524 million secured term loan 'BB/RR1';
-- $750 million senior unsecured notes 'B-/RR5'.

The Rating Outlook is Stable.


SUPERVALU INC: Moody's Affirms B1 CFR & Rates New Term Loan Ba3
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Supervalu Inc's
proposed new term loan. Moody's also affirmed the company's B1
Corporate Family Rating, its B1-PD probability of default rating,
the B3 rating of the company' senior unsecured notes and it's SGL-1
speculative grade liquidity rating. The outlook is stable. The new
proposed term loan will be partially used to fund the company's
acquisition of Unified Grocers, Inc.

"Although Moody's estimates the acquisition of Unified Grocers will
increase proforma leverage of the combined company to about 5.3
times from 5.0 times currently, it will also increase the size of
Supervalu's wholesale distribution business, creating economies of
scale in a low-margin, fixed cost business where topline growth is
essential to improve profitability", Moody's Vice President Mickey
Chadha stated. "Moody's expects debt/EBITDA to approach 5.0 times
in the next 12-18 months", Chadha further stated.

RATINGS RATIONALE

Supervalu's B1 Corporate Family Rating is supported by Supervalu's
very good liquidity, its overall size in food distribution and
retailing and the potential for improved profitability and growth
in the long term through leveraging fixed costs of the distribution
operation. Although Supervalu's leverage will increase modestly due
to approximately $315 million in incremental debt to finance the
Unified Grocers acquisition and lower profitability resulting from
deflationary and competitive pressures Moody's expects debt/EBITDA
(as adjusted by Moody's) to approach 5.0 times in the next 12-18
months. Post transaction, Supervalu's wholesale distribution
business will increase to more than 70% of its top line from 60%
currently, with its retail segment essentially contributing the
remainder. The acquisition of Unified Grocers will increase
top-line and create some economies of scale while also generating
some cost synergies.

The company's wholesale distribution business has historically
struggled to gain market share and although Moody's considers the
new long term supply agreement with The Fresh Market as positive,
the longer term impact of this agreement on the overall
profitability of the company is uncertain at this time. Moody's
expects that operating profits in the company's retail grocery
banners will continue to be pressured as consumers stick to thrifty
buying habits and competitive pressure lowers top line growth.
Further pressuring Supervalu's operating profits is the highly
competitive and challenging business environment for its wholesale
distribution customers which are primarily independent food
retailers or small retail grocery chains. These customers are being
squeezed by larger, better capitalized traditional supermarkets and
alternative food retailers thereby pressuring their growth and
profitability. A prime example of this is the recent bankruptcy
filing of Marsh Supermarkets which had signed a new supply
agreement with Supervalu in 2016. Therefore Moody's expects the
primary growth vehicle for Supervalu will be through acquisitions.

The rating also incorporates the potential of a negative impact on
profitability due to the expiration of the company's Transition
Services Agreements (TSA's) with Albertson's LLC and New
Albertson's, Inc. currently expected to wind down in two to three
years if cost cuts or new revenue streams do not result in
offsetting the elimination of a meaningful revenue stream provided
by the TSA's.

Assignments:

Issuer: SUPERVALU Inc.

-- Senior Secured Bank Credit Facility, Assigned Ba3(LGD3)

Outlook Actions:

Issuer: SUPERVALU Inc.

-- Outlook, Remains Stable

Affirmations:

Issuer: SUPERVALU Inc.

-- Probability of Default Rating, Affirmed B1-PD

-- Speculative Grade Liquidity Rating, Affirmed SGL-1

-- Corporate Family Rating, Affirmed B1

-- Senior Secured Bank Credit Facility, Affirmed Ba3(LGD3)

-- Senior Unsecured Regular Bond/Debenture, Affirmed B3(LGD5)

-- Senior Unsecured Shelf, Affirmed (P)B3

Supervalu's stable rating outlook reflects Moody's expectations
that management's strategic initiatives will continue to modestly
improve Supervalu profitability and credit metrics in the next
12-18 months.

Ratings could be upgraded if the company's operating performance
improves with sustained earnings and identical store sales growth
and no deterioration in liquidity. A ratings upgrade will also
require sustained debt/EBITDA below 4.25 times and sustained
EBITA/interest over 2.5 times.

Ratings could be downgraded if revenues, margins or profitability
erode or operational missteps result in a weakening of the
liquidity or business profile. Ratings could also be downgraded if
there is evidence of deterioration in Supervalu's market position
as demonstrated by sustained decline in identical store sales and
margins. A downgrade could also occur if debt/EBITDA is sustained
above 5.25 times or EBITA/interest is sustained below 1.75 times.

The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in December 2015.

Supervalu is headquartered in Eden Prairie, Minnesota. The
company's wholesale network spans 40 states and it serves as
primary grocery supplier to approximately 1,902 stores of wholesale
customers, in addition to Supervalu's own Retail stores, as well as
serving as secondary grocery supplier to approximately 244
wholesale customer stores. The company also owns 217 stores retail
stores primarily organized under five retail grocery banners of Cub
Foods, Shoppers Food & Pharmacy, Shop 'n Save in the St. Louis
market, Farm Fresh, Shop 'n Save in the east coast market and
Hornbacher's, plus two Rainbow stores.


SUPERVALU INC: S&P Gives 'BB-' Rating on $840MM Term Loan Facility
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '2'
recovery rating to U.S. food wholesaler and retailer SUPERVALU
Inc.'s $840 million term loan facility, consisting of a
$525 million term loan and $315 million delayed draw term loan. The
'2' recovery rating indicates S&P's expectation that lenders would
receive substantial recovery (70%-90%; rounded estimate: 85%) of
their principal in the event of a payment default.

This follows an increase in term loan debt in connection with the
company's acquisition of wholesale grocery distributor Unified
Grocers.  The company will use proceeds from the new facilities to
refinance the existing term loan B and repay Unified Grocers' debt
as part of the acquisition financing.  All other Supervalu ratings,
including the 'B+' corporate credit rating and stable outlook on
the company, are unchanged, with pro forma leverage remaining in
the high 4x range for the Unified transaction.

As part of S&P's recovery rating analysis, it has valued the
company on a going-concern basis using a 5x multiple to S&P's
projected emergence-level EBITDA, as well as on a discrete-asset
value basis to account for real estate and other asset ownership,
to arrive at a total valuation of $1.58 billion.  The valuation
multiple used is in line with other rated grocery distributors and
reflects the relatively stable stream of earnings and cash flow
that are generated by food retailers.

RATINGS LIST
SUPERVALU Inc.
Corporate Credit Rating                  B+/Stable/--

New Rating
SUPERVALU Inc.
$315 mil delayed draw term bank ln
  due 2024                               BB-
  Recovery rating                        2(85%)
$525 term B bank ln
  due 2024                               BB-
  Recovery rating                        2(85%)


TIDEWATER INC: May 31 Meeting Set to Form Creditors' Panel
----------------------------------------------------------
Andy Vara, United States Trustee for Region 3, will hold an
organizational meeting on May 31, 2017, at 1:00 p.m. in the
bankruptcy case of Tidewater, Inc.

The meeting will be held at:

               Office of the US Trustee
               844 King Street, Room 3209
               Wilmington, DE 19801

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

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

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

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


                     About 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.


TOWERSTREAM CORP: Reports $3.81 Million Net Loss for First Quarter
------------------------------------------------------------------
Towerstream Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.81 million on $6.57 million of revenues for the three months
ended March 31, 2017, compared to a net loss of $6.99 million on
$6.73 million of revenues for the three months ended March 31,
2016.

As of March 31, 2017, Towerstream had $31.41 million in total
assets, $37.72 million in total liabilities, and a stockholders'
deficit of $6.31 million.

"Towerstream has entered a new and exciting evolutionary phase
during the first quarter of 2017 which I call Towerstream 2.0",
commented Mr. Ernest Ortega who assumed the role of the Company's
chief executive officer on Jan. 24, 2017, "and that is reflected in
the favorable changes in the financial and other operating metrics
discussed throughout this news release."

"Our Key Performance Indicators ("KPIs") tell a great story for the
start of 2017 and reflect the initiatives put into place during
2016 and early 2017" said Mr. Ortega.  "When the KPIs for the first
quarter of 2017 are compared to the immediately preceding quarter
and the comparable quarter one year ago, the evidence is clear."

Cash Flow

This KPI represents cash flow from our continuing and discontinued
operations for the indicated periods.  (The latter is now less than
$75,000 on a quarterly basis and is expected to decrease during the
balance of 2017.)  Cash flow has steadily improved from
($5,476,000) in the comparable quarter one year ago, to
($1,992,000) in the immediately preceding quarter, to ($1,204,000)
in the first quarter of 2017.

"I am pleased to report significant reductions in our quarterly
cash burn from one year ago.  That swing represents a $4,272,000
IMPROVEMENT in our quarterly cash flow.  Similar to the
improvements in EBITDA reported below, this reduction in our
quarterly cash burn is a direct result of management's actions
throughout 2016 coupled with the hard work of all members of the
Towerstream Team during 2017" said Mr. Ortega.  "In the quarters
ahead we have routine improvements to make in our network
infrastructure along with further investments in our sales force
and marketing efforts.  Consequently, we expect to see net cash
outflows for capital expenditures and operations during the
remaining quarters of 2017 which are comparable to those reported
for the first quarter."

Sales

This KPI represents the monthly recurring revenue value of
contracts signed with customers during the period.  This amount
increased 5% over the comparable quarter last year and increased
22% over the immediately preceding quarter.

"This KPI is an excellent measure of the productivity of our sales
force.  Our sales organization has been restructured to create a
more disciplined approach to identifying and target our prospective
customers.  Included in this strategy is a new methodology on how
we market our products to our end-users" reported Mr. Ortega.
"This new methodology, which includes professional sales and
development training, will assist our sales professionals with
achieving both volume and velocity."

Churn

This KPI represents the normal monthly attrition of revenue which
is conventional in the internet connectivity industry.  This amount
improved 18% versus the comparable quarter last year and improved
9% versus the immediately preceding quarter.

"These percentages show consistent improvement which I attribute to
the excellent customer service provided by every department within
Towerstream" said Mr. Ortega.  "While a measure of churn is
unavoidable, I am pleased to report that our 1.39% churn rate for
the first quarter of 2017 compares favorably to our industry peers
and is the FIRST TIME IN FIVE YEARS that Towerstream has had a
quarterly churn rate below 1.5%.  This is a significant milestone
and tangible evidence of the effect of Towerstream 2.0
initiatives."

ARPU

This KPI represents the average revenue per user ("ARPU") for
contracts signed with customers during the indicated periods and
added to our Customer Base.  This amount increased 5% over the
comparable quarter last year and increased 11% over the immediately
preceding quarter.

"While I am pleased with the improvements to this performance
indicator, there is room for improvement in this area" observed Mr.
Ortega.  "This is being addressed through the changes in the sales
organization previously discussed, continued modification to our
product offerings, and our 'Three-Point Service Guarantee' program.
The last item is a program which addresses value, but also
guarantees prompt delivery and response as well as network
stability and reliability."

Revenue

This KPI represents the revenue value of all active installations
for the indicated periods.  This amount is roughly comparable to
the quarters for last year and the immediately preceding quarter.
This amount decreased 2% versus the comparable quarter last year
and 1% versus the immediately preceding quarter.

"While revenue amounts were relatively unchanged quarter to
quarter, I am confident that we have reached our inflection point
whereby the revenue erosion that has plagued the Company for the
last five years is now behind us" stated Mr. Ortega.  "Further, as
described above, we have made significant changes within our sales
organization and expect improvements to revenue in the quarters
ahead."

EBITDA

This KPI represents earnings before interest, taxes, depreciation,
and amortization ("EBITDA") for continuing operations and excludes
non-cash charges for stock-based compensation.  It has steadily
improved from ($2,415,000) in the comparable quarter one year ago,
to ($488,000) in the immediately preceding quarter, to a POSITIVE
$245,000 in the first quarter of 2017.

"I am thrilled to report the improvement in EBITDA from one year
ago" commented Mr. Ortega.  "That swing represents a $2,660,000
IMPROVEMENT in our operating results and is a direct result of
management's actions throughout 2016 coupled with the hard work of
all members of the Towerstream Team during 2017. I look forward to
reporting additional positive EBITDA numbers during the year
ahead."

SUMMARY

"As I have indicated in previous press releases, we have
'right-sized' our cost infrastructure to be more in line with our
revenue, thus allowing us to take advantage of the opportunities
that exist in the marketplace.  Our vision for Towerstream 2.0 in
2017 and beyond is to be the trusted, reliable, and cost-efficient
service provider through leveraging our state-of-the-art fixed
wireless network to serve both enterprises and service providers"
indicated Mr. Ortega.  "We will achieve this objective through our
Three-Year Plan which includes continual rationalization of our
product portfolio, investing in our sales organization, and
leveraging our existing reliable high-capacity multi-city network.
As discussed in the preceding paragraphs, we can already see the
results of those initiatives in the positive results for the first
quarter of 2017."



In closing, Mr. Ortega said "As stated once before, our focus is
now to flawlessly execute the Towerstream 2.0 strategy described
above. My management team and I firmly believe we have the right
strategy in place that will catapult Towerstream into a very
prosperous future."

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

                    https://is.gd/aCpEsa

                 About Towerstream Corporation

Towerstream Corporation (OTCQB:TWER / www.towerstream.com) is a
leading Fixed-Wireless Fiber Alternative company delivering
high-speed Internet access to businesses.  The Company offers
broadband services in twelve urban markets including New York City,
Boston, Los Angeles, Chicago, Philadelphia, the San Francisco Bay
area, Miami, Seattle, Dallas-Fort Worth, Houston, Las Vegas-Reno,
and the greater Providence area.

Towerstream reported a net loss attributable to common stockholders
of $22.15 million on $26.89 million of revenues for the year ended
Dec. 31, 2016, compared to a net loss attributable to common
stockholders of $40.48 million on $27.90 million of revenues for
the year ended Dec. 31, 2015.

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


TRC COMPANIES: S&P Assigns 'B' CCR, Outlook Stable
--------------------------------------------------
S&P Global Ratings said that it assigned its 'B' corporate credit
rating to TRC Companies Inc. (TRC).  The outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the company's proposed $60 million revolving
credit facility due 2022 and $315 million first-lien term loan due
2024.  The '3' recovery rating indicates S&P's expectation for
meaningful recovery (50%-70%; rounded estimate: 50%) in the event
of a payment default.

S&P's ratings on TRC reflect the company's position as a niche
engineering, consulting, and construction management firm,
participating in multiple end-markets across the U.S.  In addition,
the company's profitability levels reflect TRC's focus on
specializing in higher-margin, lower-risk engineering and
construction (E&C) service offerings, in S&P's view.  Although
TRC's portfolio of services are not exposed to the same level of
contract risk as other traditional E&C providers, S&P believes TRC
still faces similar cyclical demand patterns due to the nature of
the industries where it operates.  These strengths are offset by
the company's small scale and limited geographic diversity compared
to larger, multinational players.  In addition, TRC competes with
local providers in a fragmented E&C industry marked by very high
competition and pricing pressure.  Although S&P expects TRC's
credit metrics to improve from their initial post-transaction
levels, S&P's ratings also incorporate the risks associated with
its controlling ownership by a private equity sponsor, reflecting
the potential for higher leverage over time.

On March 31, 2017, TRC entered into an agreement to be acquired by
financial sponsor New Mountain Capital.  In conjunction with this
transaction, the company will enter into a proposed five-year
$60 million revolving credit facility due 2022 (which will be
undrawn at close) along with a proposed seven-year $315 million
first-lien term loan due 2024.  TRC plans to use the proceeds from
the proposed term loan--along with equity from its financial
sponsor--to fund approximately $600 million of the transaction
equity value, repay existing credit facility debt, and pay
transaction fees and expenses.

TRC provides engineering, consulting, and construction management
across its four key operating segments: Environmental, Power,
Infrastructure, and Oil & Gas.  The company's environmental segment
generated 41% of total EBITDA in fiscal-year 2016, followed by its
Power (35%), Infrastructure (14%), and Oil & Gas segments (10%).
TRC participates in various end-markets across these operating
units, which in S&P's view has enabled it to withstand weak demand
in some of its customer industries due to volatile commodity prices
(most recently across the oil and gas markets).

S&P views the impact of individual contract losses to be minimal
because TRC has limited customer concentration, with no customer
accounting for more than 10% of total net service revenue.
Furthermore, TRC maintains strong contract renewal rates, with
nearly 700 customer relationships spanning over 10 years with the
company, which establishes a more stable recurring revenue
platform.  Approximately 70% of the company's projects are
classified as time and materials contracts, which S&P views more
favorably than fixed-price contracts due to the lower risk of cost
overruns.  However, the company's modest overall scale, geographic
concentration in the U.S., and footprint in the fragmented
engineering and construction market tempers these strengths.

Pro forma for the transaction, S&P believes that TRC will modestly
improve its credit metrics over the forecasted period, given S&P's
expectation for stable margins and steady free cash flow
generation.  However, S&P's assessment of TRC's financial risk
profile also incorporates financial sponsor New Mountain Capital's
controlling ownership stake in the company.  Given the generally
aggressive nature of financial-sponsor strategies, S&P incorporates
the potential for increased leverage beyond the levels in S&P's
base-case scenario into its assessment of the company's financial
risk profile.

S&P's base-case scenario assumes these:

   -- U.S. GDP growth of 2.4% in 2017 and 2.3% in 2018.

   -- Revenue growth in the low-double digit percent range in
      fiscal 2017 and mid-single digit percent range over fiscal
      2018, exceeding GDP growth in both years.  S&P believes this

      is primarily attributable to gains in the company's Power
      and Infrastructure segments from capital projects.  In
      addition, with oil prices somewhat stabilizing, positive
      revenue growth returned to the Oil & Gas segment in 2017,
      though S&P expects a slower recovery in Environmental
      services.

   -- Adjusted EBITDA margins remain stable in the mid-double
      digit percent area.

   -- About $10 million of annual capital expenditures, reflecting

      the company's low capital intensity.

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

   -- Adjusted debt-to-EBITDA of about 5x over the next 12 months
      and

   -- FOCF-to-debt of greater than 5% over the forecasted period.

Following the close of the transaction, TRC will have a maximum
first-lien secured leverage ratio on its revolving credit facility.
This springing financial covenant will only apply when the amount
outstanding under the revolver exceeds 35% of the company's
available commitments on the last day of the quarter.  S&P expects
the company to remain in compliance with this covenant while
maintaining a sufficient cushion over the forecast period if the
covenant were to spring.

The stable outlook reflects S&P's belief that the company will
maintain healthy margins over the next 12 months due to its highly
recurring revenue streams and S&P's expectation for growth in most
of its business segments.  Despite the company's elevated leverage
following the close of the transaction, S&P expects that its
adjusted debt-to-EBITDA metric will improve below 5x and its free
operating cash flow (FOCF)-to-debt ratio will be in the mid-single
digit percent area.

S&P could lower its rating on TRC over the next 12 months if it
appears that its FOCF generation will likely turn negative and S&P
believes that the company's adjusted debt-to-EBITDA metric will
trend higher than 6x on a sustained basis.  This could occur
because of, for example, a meaningful deterioration in its EBITDA
margins caused by the loss of key projects or a material
debt-financed transaction.

S&P considers an upgrade unlikely over the next 12 months given its
belief that TRC's financial policies will remain aggressive over
the medium-term under its financial sponsor.  However, S&P could
raise the rating if it believes that the company is committed to
maintaining an FOCF-to-debt ratio of greater than 5%, it
demonstrates sustained debt reduction (with leverage approaching
4x), and S&P come to believe that the risk of it increasing its
leverage above 5x adjusted debt-to-EBITDA is low.


TURNING LEAF: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Turning Leaf Homes V, LLC
        6915 SW Macadam Ave, Suite 300
        Portland, OR 97219

Business Description: Related to real estate

Case No.: 17-31944

Chapter 11 Petition Date: May 23, 2017

Court: United States Bankruptcy Court
       District of Oregon

Judge: Hon. Trish M Brown

Debtor's Counsel: Theodore J Piteo, Esq.
                  MICHAEL D. O'BRIEN & ASSOCIATES, P.C.
                  12909 SW 68th Pkwy, Suite 160
                  Portland, OR 97223
                  Tel: (503) 786-3800
                  E-mail: ted@pdxlegal.com
                         enc@pdxlegal.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Tracey Baron, manager.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/orb17-31944.pdf


ULURU INC: Incurs $462,740 Net Loss in First Quarter
----------------------------------------------------
ULURU Inc. filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing a net loss of $462,740 on
$217,117 of total revenues for the three months ended March 31,
2017, compared with a net loss of $646,343 on $108,792 of total
revenues for the three months ended March 31, 2016.

As of March 31, 2017, ULURU had $10.65 million in total assets,
$3.07 million in total liabilities and $7.57 million in total
stockholders' equity.

"We have funded our operations primarily through the public and
private sales of convertible notes, rights to acquire Common Stock,
and Common Stock.  Product sales, royalty payments, contract
research, licensing fees and milestone payments from our corporate
alliances have also provided, and are expected in the future to
provide, funding for operations.

"Under the Purchase Agreement, at the first closing we received
$500,000 in gross proceeds and at the second closing we received
$5,500,000 in gross proceeds.

"Our principal source of liquidity is cash and cash equivalents.
As of March 31, 2017, our cash and cash equivalents were $5,634,000
which is an increase of approximately $5,597,000 as compared to our
cash and cash equivalents at December 31, 2016 of approximately
$37,000.  Our working capital (current assets less current
liabilities) was approximately $3,949,000 at March 31, 2017 as
compared to our working capital at December 31, 2016 of
approximately $(1,614,000).

"Our liquidity as of December 31, 2016 was not sufficient to
sustain our operations through the date of this Report.  In order
to fund the Company’s operations after December 31, 2016, we
issued three short-term promissory notes in January 2017 and
February 2017 with purchase prices of $65,000, $30,000, and
$25,000, respectively.  On February 27, 2017, each outstanding
promissory note was repaid in connection with the issuance of the
Initial Note under the Purchase Agreement with Velocitas.  As a
result of the capital received at the second closing with respect
to the March 2017 Offering, we believe that our liquidity will be
sufficient to fund operations beyond 2017."

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

                     https://is.gd/LVYtzP

                       About ULURU Inc.

ULURU Inc. -- http://www.uluruinc.com/--is a specialty
pharmaceutical company focused on the development of a portfolio of
wound management and oral care products to provide patients and
consumers improved clinical outcomes through controlled delivery
utilizing its innovative Nanoflex Aggregate technology and OraDisc
transmucosal delivery system.

ULURU reported a net loss of $4.45 million on $442,600 of total
revenue for the year ended Dec. 31, 2016, following a net loss of
$2.69 million on $935,700 of total revenue in 2015, and a net loss
of $1.93 million in 2014.


UMATRIN HOLDING: Will File Form 10-Q Within Extension Period
------------------------------------------------------------
Umatrin Holding Limited was unable, without unreasonable effort or
expense, to file its quarterly report on Form 10-Q for the three
months ended March 31, 2017, by May 15, 2017 filing date applicable
to smaller reporting companies due to a delay experienced by the
Company in completing its financial statements and other
disclosures in the Quarterly Report.  As a result, the Registrant
is still in the process of compiling required information to
complete the Quarterly Report and its independent registered public
accounting firm requires additional time to complete its review of
the financial statements for the three months ended March 31, 2017
to be incorporated in the Quarterly Report.  The Company
anticipates that it will file the Quarterly Report no later than
the fifth calendar day following the prescribed filing date.

                       About Umatrin

Umatrin Holding Limited (formerly known as Golden Opportunities
Corporation) was incorporated in the state of Delaware on Feb. 2,
2005.  The Company was originally incorporated in order to locate
and negotiate with a targeted business entity for the combination
of that target company with the Company.

Umatrin Holding reported a net loss of $227,400 on $1.52 million of
sales for the year ended Dec. 31, 2016, compared with a net loss of
$355,600 on $3.15 million of sales for the year ended Dec. 31,
2015.

WWC, P.C. issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
citing that the Company's conditions raise substantial doubt about
its ability to continue as a going concern.


UNCAS LLC: Unsecureds to Get $2,700 Under Connect REO's Plan
------------------------------------------------------------
Secured creditor REO, LLC, filed with the U.S. Bankruptcy Court for
the District of Connecticut a second amended disclosure statement
dated May 17, 2017, describing the plan of reorganization for
Uncas, LLC.

All Class 2 unsecured claims will be paid in full (or their pro
rata share, as applicable) from the net sale proceeds on the
distribution date or if not available paid up to $2,700 by Connect
REO.

Class 2 Unsecured Claims are unimpaired by the Plan.  This class
consists of the unsecured claims of Eastern Tree Service and Peter
Vimini.  Only one unsecured claim has been filed in by Peter Vimini
in the amount of $2,700.  

All of the claims are to be paid in full (or, with respect to Class
2 only, their pro rata share) from available Net Sale Proceeds
realized through the sale of the Owenoke Property by the Plan
Administrator upon the Distribution Date.  

Equity Security Holders consists of the 5% interest of Michael L.
Calise and the 19% interest in each of Michael L. Calise's five
children.  It is anticipated that there will be no funds available
to satisfy any equity interest of these parties and that said
equity will be extinguished upon consummation of a sale of the
Owenoke Property.  In the event funds remain available after
payment in full to Class 1-2, including any deficiency claim owed
Connect REO said available remaining proceeds will be distributed
in accordance with each holders equity interest.

Connect REO will request that the Court appoint Roberta Napolitano
as Plan Administrator with appropriate credentials and affiliations
such that the appointment will be consistent with the best
interests of creditors, interest holders and with public policy.
With respect to each impaired class of claims or interests, each
holder of a claim or interest in the class has either accepted the
Plan or will receive or retain under the Plan on account of the
claim or interest property of a value, as of the Effective Date,
that is not less than the amount that the holder would receive or
retain if the Debtor were liquidated under Chapter 7 of the U.S.
Bankruptcy Code on the Effective Date.

Upon the Effective Date of the Plan, the Plan Administrator will
retain a Broker to list the property through a commercially
reasonable sale of the Owenoke Property at or about its current
fair market value or otherwise determined based upon the expertise
and recommendation of the listing Broker, Plan Administrator, and
Connect REO of which will be subject to court approval.  It is
anticipated this will realize the maximum amount necessary to
resolve in part or in whole creditor's claims in this case.  In
order to effectuate this sale, on the Effective Date of the Plan, a
plan administrator will be appointed by the Court to assume control
over the Debtor's and estate's assets, including the Owenoke
Property.  The Plan Administrator will engage a real estate broker
specializing in the sale of real property located in Westport,
Connecticut with the consent of Connect REO to list the Owenoke
Property for sale on the Multiple Listing Service, with at least a
5% commission, with an asking price at or around the current fair
market value of the property as to be determined by a current
appraisal or as otherwise determined to be a reasonable listing
price based upon the expertise and recommendation of the appointed
Broker, Plan Administrator, and Connect REO and approved by the
Court.  Any offer to purchase the Owenoke Property received by the
Broker will be a bona fide offer and will first be disclosed to
Connect REO and the Plan Administrator for approval.  Upon
approval, the bona fide offer will be disclosed to the Court via
motion filed by the Plan Administrator and properly noticed to all
creditors, and is subject to approval of the Court.  The Court will
also approve any sale contract and other terms of sale of the
Owenoke Property.

Upon the Effective Date of the Plan, the Plan Administrator will
seek to obtain an inventory of all Personal Property that is the
subject of the UCC identified within the Plan as well and
recoverable Additional Assets.  Upon the Effective Date of the
Plan, the Plan Administrator shall retain a Broker or auctioneer to
list the Personal Property through a commercially reasonable sale
at or about the current fair market value or otherwise determined
based upon the expertise and recommendation of the listing Broker
or auctioneer, the Plan Administrator, Connect REO, which will be
subject to court approval via Motion.  Any offers to purchase any
Personal Property will first be disclosed to Connect REO and upon
consent the Plan Administrator will present any offer via motion to
the Court for approval, subject to higher and better offers.
Connect REO may Credit Bid on the Personal Property.

If the Broker does not receive any offers for the Owenoke Property
within four months of the inception date of the listing, the Plan
Administrator will file a motion with the Court seeking an order
under Section 363 of the Code establishing procedures and deadlines
for conducting an auction of the Owenoke Property before the
Court.

Connect REO's Second Amended Disclosure Statement is available at:
        
          http://bankrupt.com/misc/ctb16-50849-118.pdf

As reported by the Troubled Company Reporter on March 13, 2017,
Connect REO filed an amended disclosure statement dated March 1,
2017, referring to the Chapter 11 plan for the Debtor.  Under that
plan, holders of Class 4 General Unsecured Claims would each
receive any remaining net sales proceeds available after payment to
all administration claims, priority claims, and secured claims,
including any deficiency owed to secured claims.  In the event
Connect REO takes title to the Debtor's property via an auction,
Connect REO would pay a total of $3,000 to be paid towards this
class who would share pro rata.  This class was impaired by the
Plan.

                        About Uncas LLC

Uncas, LLC, owns real estate located at 2A Owenoke Park, Westport,
Connecticut.  The property is a vacant piece of raw land.  

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Conn. Case No. 16-50849) on June 28, 2016.  The
petition was signed by Michael F. Calise, member.  At the time of
the filing, the Debtor estimated its assets and liabilities at $1
million to $10 million.

The Debtor is represented by Coan, Lewendon, Gulliver &
Miltenberger LLC.


UNITY COURIER: May Use Cash Collateral Through June 30
------------------------------------------------------
The Hon. Ernest M. Robles of the U.S. Bankruptcy Court for the
Central District of California has approved Unity Courier Service,
Inc.'s stipulation with Camco Resources, LLC, and Steve Kelley
Lopez on the use of cash collateral.

The Debtor is authorized to use the Lenders' cash collateral
through and including June 30, 2017, in accordance with the budget
subject to a 15% variance on a line-item and cumulative basis in
the event of unexpected or unplanned events, to pay for ordinary
and necessary business expenses plus the costs and fees of the
Debtor's professionals upon approval of costs and fees by the Court
presiding over this case.

Should the Debtor require the use of Cash Collateral beyond June
30, 2017, or the end of any "Subsequent Budget Period", the Debtor
and the Lenders will follow this procedure:

     A. by no later than 30 days prior to the end of the budget
        period or any subsequent budget period, the Debtor will
        provide the Lenders with a budget accompanied by a request

        for written authority from the Lenders to file with the
        Court and serve a Subsequent Budget for the use of Cash
        Collateral;

     B. each Subsequent Budget will be for an additional 120-day
        period;

     C. On or before 10 court days after receipt of the Subsequent

        Budget, upon the Lenders' written authority to file with
        the Court and serve the Subsequent Budget, the Debtor
        will file with the Court and serve the Subsequent Budget
        upon the Lenders, any Creditor's Committee, and all
        persons required to receive notice by overnight mail, ECF,

        e-mail, fax or similar transmission;

     D. if no objections to the Subsequent Budget are filed with
        the Court on or before five court days after service of
        the Subsequent Budget, the Debtor will have authority to
        use Cash Collateral through and including the end of the
        respective Subsequent Budget Period without further notice

        or court order; and

     E. in the event (i) any objection to the Subsequent Budget is

        timely filed by any party-in-interest, including but not
        limited to one of the Lenders, or (ii) if one of the
        Lenders does not provide the Debtor with its written
        authority to file the Subsequent Budget with the Court,
        the Debtor must file a motion requesting Court authority
        for continued use of Cash Collateral.  The motion may be
        set upon shortened notice.

The Debtor's right to use the Lenders' Cash Collateral will
terminate on the earlier of: (i) if the Debtor fails to negotiate
an extension of the budget period, the expiration of the period and
(ii) the occurrence of an event of default; provided that the
Debtor will have the right to seek leave of the Court to use the
Lenders' Cash Collateral after the Termination Date.

As adequate protection, the Lenders are each granted a replacement
lien to secure an amount equal to the aggregate diminution in the
value of the specific Lender's interests in the prepetition
collateral occurring from and after the Petition Date, including,
without limitation, such diminution resulting from use of Cash
Collateral or other Prepetition Collateral.

As additional adequate protection, to the extent that the aggregate
diminution in value of the Camco's interests in the Camco
prepetition collateral from and after the Petition Date, including,
without limitation, resulting from the use of Cash Collateral or
other Camco Prepetition Collateral reduces the value of its
Adequate Protection Liens below the outstanding balance of the
Camco Prepetition Indebtedness, then Camco will be granted, to the
extent of the net decrease, a superpriority claim which will have
priority in payment over any and all administrative expense claims
of any kind under the Bankruptcy Code except with respect to the
carveout.

As additional adequate protection, to the extent that the aggregate
diminution in value of the Mr. Lopez's interests in the Lopez
Prepetition Collateral from and after the Petition Date, including,
without limitation, resulting from the use of Cash Collateral or
other Lopez Prepetition Collateral reduces the value of its
Adequate Protection Liens below the outstanding balance of the
Lopez Prepetition Indebtedness, then Lopez will be granted, to the
extent of the net decrease, a superpriority claim which will have
priority in payment over any and all administrative expense claims
of any kind under the U.S. Bankruptcy Code except with respect to
the carveout and the Camco Superiority Claim.
As further adequate protection, the Debtor will continue to make
the monthly payments required under the Camco Loan Documents and
the Lopez Loan Documents, respectively, as have been paid regularly
in the Debtor's ordinary course of business, for the period covered
by this Stipulation.

A copy of the court order is represented by:

           http://bankrupt.com/misc/cacb17-13943-73.pdf

Camco is represented by:

     Daniel H. Reiss, Esq.
     LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
     10250 Constellation Boulevard, Suite 1700
     Los Angeles, CA 90067
     E-mail: dhr@lnbyb.com

Mr. Lopez is represented by:

     Peter J. Gurfein, Esq.
     LANDAU GOTTFRIED & BERGER LLP
     1801 Century Park East, Suite 700
     Los Angeles, CA 90067
     E-mail: pgurfein@lgbfirm.com

                    About Unity Courier Service

Unity Courier Service, Inc., is a courier services provider.  It
delivers individually addressed letters, parcels, and packages to
customers in the United States.

Unity Courier Service sought Chapter 11 protection (Bankr. C.D.
Cal. Case No. 17-13943) on March 31, 2017, estimating assets and
liabilities in the range of $1 million to $10 million.  The
petition was signed by Larry Lum, president.

Judge Ernest M. Robles is assigned to the case.

The Debtor employed Ira Benjamin Katz, a professional corporation
and the Law Offices of David W. Meadows as general bankruptcy
counsel.


VFH PARENT: Fitch Assigns 'BB-' Long-Term Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has assigned a Long-Term Issuer Default Rating (IDR)
of 'BB-' to VFH Parent LLC (VFH), a debt-issuing subsidiary of
Virtu Financial LLC (Virtu).

Concurrently, Fitch has assigned an expected rating of 'BB-(EXP)'
to the new $825 million five-year senior secured term loan B being
issued by VFH in connection with the firm's acquisition of KCG
Holdings Inc. (KCG). For more information on the transaction,
please refer to Fitch's press release, 'Fitch Affirms Virtu at
'BB-' Following KCG Announcement; Outlook Stable', available on
Fitch's website at www.fitchratings.com.
A complete list of rating actions follows at the end of this
release.

KEY RATING DRIVERS - IDR and SENIOR DEBT

VFH is a wholly-owned subsidiary of Virtu and as such, its ratings
are aligned with those of Virtu and reflect the firm's established
market position as a technology-driven market-maker across various
venues, geographies and products, its diversified and growing
revenue base, scalable business model, and experienced management
team. Fitch believes that Virtu's passive, market-neutral trading
strategies in highly liquid products and extremely short holding
periods minimize market and liquidity risks. Additionally, the
firm's risk controls are believed to be robust, as evidenced by
minimal instances of material historical operational losses.

The ratings are constrained by elevated operational risk inherent
in technology-driven trading, reliance on volatile transactional
revenue, potential competitive threats arising from evolving market
structures and technologies and heightened regulatory scrutiny of
designated market-making, high-frequency trading and dark pools.

Other rating constraints include elevated post-acquisition
leverage, a relatively limited funding and liquidity profile
primarily reliant on short-term secured funding facilities, an
elevated payout ratio and a moderate level of key-man risk
associated with Virtu's co-founders whose departures could affect
Virtu's franchise and long-term strategic direction.

The expected secured debt rating is equalized with VFH's IDR,
reflecting Fitch's expectation of average recovery prospects for
the debt class under a stress scenario.

Fitch believes the acquisition of KCG makes strategic sense as the
combined company will leverage Virtu's technology with KCG's
established access to retail order flow and institutional agency
business. The combined company will also benefit from increased
scale and improved ability to withstand competitive pressures in
the industry.

Fitch notes that KCG continues to operate certain legacy businesses
that engage in proprietary trading activities known as
"mid-frequency" strategies which, Fitch believes, expose the firm
to elevated market risk. Fitch expects that these activities will
be shut-down post-acquisition, as they do not fit Virtu's low
market and liquidity risk profile. Failure to terminate proprietary
trading activity would alter Virtu's risk profile and would likely
result in negative rating action.

While post-acquisition leverage is expected to be elevated
initially, at approximately 5.1x on a pro-forma debt-to-adjusted
EBITDA basis (excluding non-cash compensation and other one-time
charges), Fitch expects Virtu's leverage to decline shortly after
closing the transaction with principal repayment of debt from $440
million in estimated capital synergies. Leverage is expected to
decline further over a period of two years, as expense synergies
are realized. Virtu is targeting a leverage ratio of 2.5x by YE19,
which Fitch believes is achievable.

An inability to reduce leverage over the Outlook horizon below
3.5x, which is the upper-end of Fitch's 'bb' category quantitative
benchmark, could pressure ratings. Fitch estimates that Virtu would
need to realize approximately 30% of projected cost synergies,
assuming $440 million of debt principal repayment, all else equal,
for leverage to return to the 'bb' benchmark range.

The de-leveraging plan does not incorporate revenue synergies,
which Fitch believes are possible, given Virtu's access to KCG's
wholesale market-making business and institutional client base.
However, the potential revenue upside must be balanced against the
challenging market backdrop for electronic trading firms in terms
of increasing costs from exchanges and data providers.

The Stable Outlook reflects Fitch's expectations for strong
execution on the integration of KCG, a termination of the
proprietary trading activities at KCG, realization of approximately
$440 million in capital synergies allowing for deleveraging in the
near term, and gradual realizations of expense synergies allowing
for additional de-leveraging over the Outlook horizon. The Outlook
also reflects the belief that Virtu will maintain its low
market-risk profile, consistent management team, and strong
liquidity levels.

RATING SENSITIVITIES

Negative rating actions could result from an increase in the firm's
risk profile post-acquisition, resulting from the continuation of
proprietary trading, and an inability to execute on the projected
capital synergies allowing for debt principal reduction in the
months following the transaction close. Additionally, shortfalls in
projected cost savings and/or debt reductions that prevent leverage
from declining below 3.5x, on a debt-to-adjusted EBITDA basis, over
the Outlook horizon would also pressure ratings longer term.

Negative rating actions could also result from material operational
or risk management failures, adverse regulatory or legal actions,
failure to maintain Virtu's market position in the face of evolving
market structures and technologies, and/or deterioration in the
firm's liquidity profile.

Positive rating action, though likely limited to the 'BB' rating
category, could result from continued strong operating performance
and minimal operational losses over a longer period of time while
returning and sustaining cash flow leverage levels below 3.5x. A
higher proportion of recurring revenue derived from service
contracts and increased funding flexibility, including demonstrated
access to third party funding through a variety of market cycles,
could also contribute to positive rating momentum.

The expected secured debt rating on the term loan B is equalized
with VFH's IDR, reflecting Fitch's expectation of average recovery
prospects for the debt class, and would be expected to move in
tandem with any changes to VFH's IDR.

Fitch has assigned the following ratings:

VFH Parent LLC
-- Long-Term IDR of 'BB-';
-- Senior secured rating for term loan B of 'BB-(EXP)'.

The Rating Outlook is Stable.


VFH PARENT: S&P Raises ICR to 'B+', Off CreditWatch Positive
------------------------------------------------------------
S&P Global Ratings said it raised its issuer credit and senior debt
ratings on VFH Parent LLC (Virtu), an affiliate of Virtu Financial
Inc., to 'B+' from 'B' and removed them from CreditWatch with
positive implications.  The outlook on the issuer credit rating is
stable.  At the same time, S&P assigned its 'B+' rating on the
company's new term loan B.

"The rating actions reflect our view that the acquisition of KCG
Holdings' successful customer wholesale and agency execution
businesses boosts Virtu's diversification and business stability",
said S&P Global Ratings credit analyst Robert Hoban.  Coupled with
a $750 million equity raise, the new first-lien will help fund the
acquisition as well as the refinancing of Virtu's current debt.

Virtu is a New York-based electronic high-frequency securities
market-making firm that uses computer-driven trading strategies and
execution to make markets in U.S. and international equities, fixed
income, currencies, futures, options, and commodities on more than
225 trading venues globally.  It is acquiring KCG Holdings
(BB-/Watch Neg/--), which operates one of the largest U.S. equity
wholesale market makers, as well as agency executions, and other
principal market-making operations, though has relatively modest
profitability compared with peers.  S&P believes Virtu will cut
expenses substantially, which should improve the profitability of
KCG's operations.  In the long term, S&P also believes Virtu's
nascent agency business could benefit from marketing its services
to KCG's customers.

S&P's 'B+' issuer credit rating on Virtu reflects the firm's
aggressive financial management, including very weak risk-adjusted
capitalization and reliance on short-term secured funding.  In
S&P's view, those factors more than offset Virtu's strong track
record of consistent daily profitability, its diversity across
trading products and markets, and its good market position in
electronic market making.

The firm has demonstrated consistent daily earnings, much better
than peers' loss experience, and a relatively modest risk appetite.
The company has stated its objective to free up
$440 million in capital (from exiting some of KCG's
capital-intensive segments).  However, S&P still views Virtu's pro
forma capitalization as a material rating weakness given that S&P
expects its risk-adjusted capital (RAC) ratio to remain well below
3% following the acquisition, with substantial operational risk and
not immaterial credit and market risks.  Further, S&P expects the
company's focus on debt reduction and capital distributions to
shareholders to limit its ability to build capital.

Like most technology-driven trading firms, Virtu and KCG have
elevated operational risk, in S&P's view, because of their reliance
on complex systems and automated risk-management functions to trade
huge volumes.  Positively, Virtu's trading track record suggests
that the company's risk-management practices have worked well.  S&P
expects the combined firms to operate with very modest tangible
equity and contingent liquidity, which S&P believes limit its
capacity to absorb material trading losses if it does suffer a
failure of its trading system risk controls.

Virtu's focus on high-volume, exchange-traded products gives it a
fairly liquid balance sheet, which it funds with collateralized
short-term financing, much of which prime brokers provide.  S&P
believes that Virtu's very short holding period for securities, its
relationships with a diverse group of prime brokers globally, and
flexibility to reduce funding needs if necessary partially mitigate
its reliance on short-term funding relative to brokers that have to
support customer activity, less liquid securities inventory, or
long-term assets.  S&P expects this to remain largely the same with
the addition of KCG, albeit with potentially more volatility in
liquidity demands to meet customers' needs.

S&P rates Virtu two notches below its group credit profile-- S&P's
assessment of the creditworthiness of the consolidated company--to
reflect that it is a nonoperating holding company structurally
subordinated from its operating subsidiaries.

S&P's ratings on the senior secured bank loan reflect its seniority
in the capital structure.

The stable outlook reflects S&P's expectation that the acquisition
will close in the third quarter and that the firm will meet
management's planned integration and cost-cutting targets over the
next two years.  S&P expects that management's focus on debt
reduction and dividends will limit the building of capital or
contingent liquidity.  S&P also expects operating performance will
remain solid, with stable earnings and no increase in risk or
material operational risk-event losses.

S&P could lower the ratings over the next 12 months if:

   -- The acquisition of KCG is expected not to occur;
   -- The firm has problems integrating and reducing KCG's costs;
   -- It suffers a material operational or market loss; or
   -- S&P expects liquidity to deteriorate materially.

Given the challenges of integrating KCG and recent low market
volatility, S&P sees little upside to the rating over the same time
horizon.  Over the longer term, S&P could raise the ratings if the
firm improves its capitalization sufficiently to maintain a RAC
ratio above 3% or its liquidity coverage metric above 100% while
enhancing its contingent liquidity.


VITARGO GLOBAL: Has Financing From Premium Assignment
-----------------------------------------------------
Vitargo Global Sciences, Inc., seeks permission from the U.S.
Bankruptcy Court for the Central District of California to enter
into premium financing agreement and grant Premium Assignment
Corporation or its successor or assignee a first priority lien on
and security interests in unearned premiums.

The Debtor requires postpetition financing in order to pay its
business and liability insurance premiums.  Prior to filing for
bankruptcy, the Debtor financed its insurance premiums through PAC,
and wishes to continue financing its insurance obligations through
PAC based on its business judgment and prior business dealings with
PAC.

PAC has agreed to loan Debtor the total amount of $34,830 to pay
its insurance premiums.  The Debtor has agreed to provide PAC with
an initial down payment of $11,464.  The remaining balance of
$23,366 will be paid in eight equal monthly payments at 6.52% per
annum ($2,992.62 per month).

In exchange for the financing, the Debtor has agreed to provide
PAC, or its successors or assignees, a first priority lien on and
security interest in any unearned premiums.  Without limitation,
the liens, security interest and rights in any unearned premiums
granted under the Agreement are senior to any liens of the Debtor
and are senior to any claims under 11 U.S.C. Sections 503, 506(b)
or 507(b).

In the event PAC or its assigns fail to receive any payment due
under the Agreement within 15 days of the due date, the automatic
stay will be terminated without the necessity of a motion, further
hearing or court order to permit PAC or its successor or assigns to
exercise its rights and remedies under the Agreement, including
without limitation the rights to: (a) cancel the financed insurance
policy(ies), and (b) collect and apply unearned premiums payable
under the financed policy(ies) to the balance owed under the
Agreement.

If the collection and application of unearned premiums is
insufficient to pay the balance owed under the Agreement, PAC or
its successor or assigns may within 21 days after the collection
and application of unearned premiums file a proof of claim for the
unsatisfied amount of any indebtedness under the Agreement
notwithstanding the passage of any bar date for the filing of
proofs of claim.

In the case at hand, the Debtor has attempted to obtain unsecured
financing to cover the costs of its insurance premiums.  Having
determined that a secured debt was the only option to finance its
monthly insurance premiums, the Debtor engaged in arms-length
negotiations in good faith and pursuant to Debtor's business
judgment resulting in the Agreement with PAC.  The Debtor says that
given that it is currently in an active Chapter 11 bankruptcy case,
it is unlikely that it will be approved for financing on an
unsecured basis.

The Debtor's motion is available at:

           http://bankrupt.com/misc/cacb17-10988-116.pdf

                 About Vitargo Global Sciences

Vitargo Global Sciences, Inc., was initially formed as Vitargo
Global Sciences, LLC, in June 2013, a follow-along entity of GENr8,
Inc., a predecessor business to the Debtor.  Conversion from LLC to
Inc. took place on September 2015.  The Company's line of business
includes manufacturing dry, condensed, and evaporated dairy
products.

Vitargo Global Sciences previously filed a Chapter 12 bankruptcy
petition in in Texas Northern Bankruptcy Court on May 5, 1992 (N.D.
Tex. Case No. 92-42174).

Vitargo Global Sciences, based in Irvine, California, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-10988) on March
15, 2017.  Anthony Almada, chief executive officer, signed the
petition.  The Debtor estimated $1 million to $10 million in assets
and liabilities.

Judge Theodor Albert presides over the Chapter 11 case.

Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger,
is serving as the Debtor's bankruptcy counsel.  Damian Moos, Esq.,
at Kang Spanos & Moos LLP, is the litigation counsel.  Jeffrey
Bolender, Esq., and Bolender Law Firm PC serves as the Debtor's
state court insurance coverage counsel.

U.S. Trustee Peter C. Anderson on April 4, 2017, appointed four
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 case.  The Committee hired Marshack Hays LLP, as
general counsel.


VITARGO GLOBAL: Tim Geddes Appointed to Creditors' Committee
------------------------------------------------------------
The Office of the U.S. Trustee on May 22 appointed Tim Geddes of
Geddes and Company to serve on the official committee of unsecured
creditors in the Chapter 11 case of Vitargo Global Sciences, Inc.

The bankruptcy watchdog had earlier appointed Mike Wardian, Bernie
Wooster, Oliver Catlin of Banned Substances Control Group, and
Swecarb AB, which is represented by Loe Law Group, court filings
show.

Geddes and Company maintains an office at:

     Tim Geddes
     Geddes and Company
     10866 Wilshire Blvd., Suite 1650
     Los Angeles, CA 90024

                   About Vitargo Global Sciences, Inc.

Vitargo Global Sciences, Inc., was initially formed as Vitargo
Global Sciences, LLC, in June 2013, a follow-along entity of GENr8,
Inc., a predecessor business to the Debtor. Conversion from LLC to
Inc. took place on September 2015. The Company's line of business
includes manufacturing dry, condensed, and evaporated dairy
products.

Vitargo Global Sciences previously filed a Chapter 12 bankruptcy
petition in in Texas Northern Bankruptcy Court on May 5, 1992 (N.D.
Tex. Case No. 92-42174).

Vitargo Global Sciences, based in Irvine, California, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-10988) on March
15, 2017. The petition was signed by Anthony Almada, chief
executive officer. The Debtor estimated $1 million to $10 million
in both assets and liabilities.

Judge Theodor Albert presides over the case.

Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger,
is serving as the Debtor's bankruptcy counsel. Damian Moos, Esq.,
at Kang Spanos & Moos LLP, is the litigation counsel. Jeffrey
Bolender, Esq. and Bolender Law Firm PC serves as the Debtor's
state court insurance coverage counsel.

On April 4, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The Committee hired
Marshack Hays LLP, as general counsel.


W3 TOPCO: S&P Lowers CCR to 'D' on Capital Restructuring
--------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
Houston-based oilfield services company W3 Topco LLC to 'D' from
'CCC'.

At the same time, S&P lowered its issue-level rating on the
company's first-lien term loan, first-lien notes, and revolver to
'D' from 'CCC' and second-lien term loan to 'D' from 'CC'.  The
recovery rating on the first-lien term loan, first-lien notes, and
revolver remains '4', indicating average (30%-50%; rounded
estimate: 45%) recovery in the case of a payment default.  The
recovery rating on the second-lien term loan remains '6',
indicating negligible (0% to 10%; rounded estimate: 0%) recovery in
the case of a payment default.

U.S.-based oilfield services company W3 Topco LLC, formerly known
as W3 Co., has exchanged all of its outstanding debt for debt and
equity at below par.

"The downgrade reflects our assessment that the debt exchange for
new equity and debt on W3's entire $480 million outstanding balance
was a distressed exchange based on the holders receiving less than
face value, and our view that the company faced a realistic
possibility of a conventional default prior to the exchange," said
S&P Global Ratings credit analyst Kevin Kwok. "Because the company
has restructured all of its debt, we consider this as tantamount to
a general default, and are revising the corporate credit rating to
'D'."

On March 8, 2017, W3 Topco LLC entered into an exchange agreement
with the lenders of its credit facility, first- and second-lien
debt.  The company agreed to exchange all $480 million in
outstanding debt for new equity and debt at below par.

S&P expects to review the corporate credit rating under the new
capital structure over the next few weeks.  S&P's analysis will
incorporate the challenging environment for oilfield services
companies; W3 Topco's high, though improved; leverage, and S&P's
assessment of the company's liquidity position over the next 12
months.


WEST ALLIS SD: Moody's Affirms Ba1 Rating on $43.3MM GO Debt
------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 general obligation
(GO) rating of West Allis-West Milwaukee School District, WI. The
district has $43.3 million in GO debt outstanding, of which $13.3
million is rated by Moody's. The outlook remains stable.

The Ba1 rating reflects the district's deficit general fund
balance, which has resulted from several years of materially
negative budget-to-actual variances. The rating also incorporates a
debt burden that includes a significant amount of notes that are
subject to roll-over risk. Other credit factors include the
district's large, suburban Milwaukee (Aa3 stable) tax base; average
wealth indices; and manageable exposure to unfunded pension
liabilities.

Rating Outlook

The stable outlook reflects the one-time receipt of a sizable
lawsuit settlement in fiscal 2017, which, when coupled with planned
expenditure cuts, should stabilize the district's financial
position.

Factors that Could Lead to an Upgrade

- Sustained return to structurally balanced operations

- Improved operating fund balance and net cash position

Factors that Could Lead to a Downgrade

- Declines in tax base valuation and/or weakening of resident
   income indices

- Further reductions in fund balance and/or net cash levels

- Increases in debt levels beyond current expectations

Legal Security

The bonds are secured by the district's GO unlimited property tax
pledge on all taxable property within the district without
limitation as to rate or amount. Debt service does not benefit from
a lock box structure or a statutory lien.

Use of Proceeds

Not applicable.

Obligor Profile

The West Allis-West Milwaukee School District is a suburban school
district located 10 miles west of the City of Milwaukee. It
provides pre-K through 12th grade education to approximately 9,550
students in a community of 68,000 residents.

Methodology

The principal methodology used in this rating was US Local
Government General Obligation Debt published in December 2016.


WESTINGHOUSE ELECTRIC: Issues Lockout Notice to Boilermakers
------------------------------------------------------------
Westinghouse Electric Company on May 21, 2017, announced that it
has issued a lockout notice to 172 employees as a result of a
stalemate in negotiations between the company and the International
Brotherhood of Boilermakers, Iron Shipbuilders, Blacksmiths,
Forgers and Helpers (the Boilermakers) at the Nuclear Components
Manufacturing (NCM) facility in Newington, New Hampshire.  The
lockout takes effect May 21, 2017 at 11:59 p.m. Westinghouse will
continue to operate the facility with non-represented Westinghouse
employees and utilize alternate Westinghouse locations to meet
customer commitments.

Westinghouse began formal negotiations with the Boilermakers in
April for the contract that expired April 30, 2017.  The company
continued discussions in good faith with the Boilermakers beyond
the contract expiration, allowing work to continue under an
extension to the existing contract.  The Boilermakers and
Westinghouse engaged in a mediation process that was unfortunately
not successful, and the union has refused to accept the company's
last, best and final contract offer.

"Westinghouse put forth its best and final offer given the current
very serious business conditions. As the Boilermakers were not
willing to accept the offer, the company made the difficult
decision to invoke a lockout," said Michele DeWitt, interim senior
vice president, Nuclear Fuel & Components Manufacturing. "We are
disappointed the union was unwilling to accept the fair offer
presented to them but remain hopeful we will reach an agreement
that is in the best interest of all parties."

                   About Westinghouse Electric

Westinghouse Electric Company LLC --
http://www.westinghousenuclear.com/-- is a U.S. based nuclear     
power company founded in 1999 that provides design work and
start-up help for new nuclear power plants and makes many of the
components.  Westinghouse manufactures and supplies the commercial
fuel products needed to run the plants, and it offers training,
engineering, maintenance, and quality management services.  Almost
50% of nuclear power plants around the world and about 60% of U.S.
plants are based on Westinghouse's technology.  Westinghouse's
world headquarters are located in the Pittsburgh suburb of
Cranberry Township, Pennsylvania.  

On Oct. 16, 2006, Westinghouse Electric was sold for $5.4 billion
to a group comprising of Toshiba (77% share), partners The Shaw
Group (20% share), and Ishikawajima-Harima Heavy Industries Co.
Ltd. (3% share).  After purchasing part of Shaw's stake in 2013,
Japan-based conglomerate Toshiba obtained ownership of 87% of
Westinghouse.

Amid cost overruns at U.S. nuclear reactors it was building,
Westinghouse Electric Company LLC, along with 29 affiliates, filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10751) on
March 29, 2017.  The petitions were signed by AlixPartners'
Lisa J. Donahue, chief transition and development officer.

In their petition, the Debtors listed total assets of $4.32 billion
and total liabilities of $9.39 billion as of Feb. 28, 2017.

The Hon. Michael E. Wiles presides over the cases.  

Gary T. Holtzer, Esq., Robert J. Lemons, Esq., Garrett A. Fail,
Esq., and David N. Griffiths, Esq., at Weil, Gotshal & Manges LLP,
serve as counsel to the Debtors.  AlixPartners LLP serves as the
Debtors' financial advisor.  The Debtors' investment banker is PJT
Partners Inc.  Their claims and noticing agent is Kurtzman Carson
Consultants LLC.

Toshiba Nuclear Energy Holdings (UK) Ltd. is represented by Albert
Togut, Esq., Brian F. Moore, Esq., and Kyle J. Ortiz, Esq., at
Togut, Segal & Segal LLP.

The statutory unsecured claimholders committee formed in the case
tapped Proskauer Rose LLP as counsel, with the engagement led by
partner Martin J. Bienenstock, the chair of the firm's Business
Solutions, Governance, Restructuring & Bankruptcy Group; partner
Timothy Q. Karcher; and senior associate Vincent Indelicato.


WESTINGHOUSE ELECTRIC: Set to Tap Remainder of $800M DIP Loan
-------------------------------------------------------------
U.S. Bankruptcy Judge Michael Wiles at a hearing on May 23, 2017,
said he expects to grant Westinghouse Electric approval to tap $450
million from an $800 million loan.  The judge had authorized the
nuclear power company to borrow an initial $350 million from
affiliates of Apollo Global Management at the end of March.

Westinghouse told the judge at the hearing that it had reached a
deal to borrow $800 million after allaying creditors' concerns that
money would be going to non-bankrupt affiliates overseas, Reuters
reports.

An attorney for Westinghouse said that the financing would allow
the company to complete its business plan by July 27 and provide
cash to up its profitable overseas businesses, which provide
nuclear fuel and services and also decommission power plants.

Judge Wiles said he expects to grant final approval of the $800
million financing after he reviews the agreement that resolved
creditors' concerns.

Citibank N.A., is the administrative agent under the $800 million
postpetition secured financing facility.  Members of the lending
consortium are Apollo Investment Corporation, AP WEC Debt Holdings
LLC, Midcap Financial Trust, Amundi Absolute Return Apollo Fund
PLC, Ivy Apollo Strategic Income Fund and Ivy Apollo Multi Asset
Income Fund.

Objections to the proposed financing were previously filed by the
official committee of unsecured creditors, and the Georgia Power
Company, Oglethorpe Power Corporation, Municipal Electric Authority
of Georgia and the City of Dalton, Georgia, as joint owners of the
Vogtle Electric Generating Plant.

                   About Westinghouse Electric

Westinghouse Electric Company LLC --
http://www.westinghousenuclear.com/-- is a U.S. based nuclear     
power company founded in 1999 that provides design work and
start-up help for new nuclear power plants and makes many of the
components.  Westinghouse manufactures and supplies the commercial
fuel products needed to run the plants, and it offers training,
engineering, maintenance, and quality management services.  Almost
50% of nuclear power plants around the world and about 60% of U.S.
plants are based on Westinghouse's technology.  Westinghouse's
world headquarters are located in the Pittsburgh suburb of
Cranberry Township, Pennsylvania.  

On Oct. 16, 2006, Westinghouse Electric was sold for $5.4 billion
to a group comprising of Toshiba (77% share), partners The Shaw
Group (20% share), and Ishikawajima-Harima Heavy Industries Co.
Ltd. (3% share).  After purchasing part of Shaw's stake in 2013,
Japan-based conglomerate Toshiba obtained ownership of 87% of
Westinghouse.

Amid cost overruns at U.S. nuclear reactors it was building,
Westinghouse Electric Company LLC, along with 29 affiliates, filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10751) on
March 29, 2017.  The petitions were signed by AlixPartners'
Lisa J. Donahue, chief transition and development officer.

In their petition, the Debtors listed total assets of $4.32 billion
and total liabilities of $9.39 billion as of Feb. 28, 2017.

The Hon. Michael E. Wiles presides over the cases.  

Gary T. Holtzer, Esq., Robert J. Lemons, Esq., Garrett A. Fail,
Esq., and David N. Griffiths, Esq., at Weil, Gotshal & Manges LLP,
serve as counsel to the Debtors.  AlixPartners LLP serves as the
Debtors' financial advisor.  The Debtors' investment banker is PJT
Partners Inc.  Their claims and noticing agent is Kurtzman Carson
Consultants LLC.

Toshiba Nuclear Energy Holdings (UK) Ltd. is represented by Albert
Togut, Esq., Brian F. Moore, Esq., and Kyle J. Ortiz, Esq., at
Togut, Segal & Segal LLP.

The statutory unsecured claimholders committee formed in the case
tapped Proskauer Rose LLP as counsel, with the engagement led by
partner Martin J. Bienenstock, the chair of the firm's Business
Solutions, Governance, Restructuring & Bankruptcy Group; partner
Timothy Q. Karcher; and senior associate Vincent Indelicato.


WESTMORELAND RESOURCE: May Issue 500,000 Units Under LTIP
---------------------------------------------------------
Westmoreland Resource Partners, LP filed with the Securities and
Exchange Commission a Form S-8 registration statement to register
500,000 common units, representing limited partner interests,
issuable under the Company's Long-Term Incentive Plan.  A full-text
copy of the regulatory filing is available for free at:

                     https://is.gd/hXEHFU

                 About Westmoreland Resource

Oxford Resource Partners, LP, now known as Westmoreland Resource
Partners, LP -- http://www.westmorelandMLP.com/-- is a producer of
high value steam coal, and is the largest producer of surface mined
coal in Ohio.

Westmoreland Resource reported a net loss of $31.58 million on
$349.34 million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of $33.68 million on $384.70 million of
total revenues for the year ended Dec. 31, 2015.

As of March 31, 2017, the Company had $375.6 million in total
assets, $414.03 million in total liabilities and a total deficit of
$38.45 million.


WHEATON LLC: Unsecureds to Get Full Payment in 24 Months
--------------------------------------------------------
Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the
District of Maryland conditionally approved the disclosure
statement explaining Wheaton LLC's Chapter 11 plan of
reorganization, and scheduled the hearing to consider final
approval of the Disclosure Statement and confirmation of the Plan
for June 13, 2017, at 10:30 a.m.

June 9, 2017, is fixed as the last day for filing and serving
written objections to the conditionally approved Disclosure
Statement or confirmation of the Plan and the last day for filing
written acceptances or rejections of the Plan.

Class 5 - Allowed Unsecured Claims will receive treatment as
follows: Beginning on the first day of the first full month that is
at least 30 days after the Effective Date, Debtor will make monthly
payments for 24 months in an amount sufficient to pay all Class 5
claims in full, with interest at the rate of 6% per annum.  At this
early stage of the case, the proof of claim deadline has not
passed.  The deadline is June 6, 2017.  The Debtor has scheduled
the following unsecured claims:

   SunTrust Mastercard       $7,033.81
   Meeks Management         $11,638.76
                            ----------
      Total                 $18,672.57

Under the Plan, the Debtor will make a stream of payments equal to
approximately $827.56 per month for 24 months.  The Class 5 claims
are impaired.

Ernest A Gerardi and Marilyn G. Gerardi, primary creditor of the
estate, will retain their lien on the Debtor's real property
located on 6038 South Point Road, Berlin, in Worcester County,
Maryland.

Beginning on June 15, 2017, and continuing until all sums due to
Gerardi have been paid in full, the Debtor will make payments of
interest only at the rate of 6% per annum based on the outstanding
principal balance due to Gerardi and secured by the Property.

Beginning on July 15, 2017, the Debtor will make principal
reduction payments to Gerardi based upon the following schedule:

   Quarter 1 July 15 2017      $50,000.00
   Quarter 2 Oct 15 2017       $70,000.00
   Quarter 3 Jan 15 2018      $100,000.00
   Quarter 4 April 15 2018    $100,000.00
   Quarter 5 July 15 2018     $100,000.00
   Quarter 6 Oct 15 2018      $100,000.00
   Quarter 7 Jan 15 2019      $100,000.00
   Quarter 8 April 15 2019    $100,000.00
   Quarter 9 July 15 2019     $100,000.00
   Quarter 10 Oct 15 2019     $100,000.00

On or before Jan. 15, 2020, the Debtor will pay all outstanding
principal, interest and other charges due Gerardi and secured by
the Property.  At that time, Gerardi will mark any debt instrument
owing by Debtor to Gerardi satisfied, will release any judgments
obtained against the Debtor and will release any security
instrument that has been recorded among the land records of
Worcester County, Maryland.  The Class 4 claim is impaired.

Funds required for the implementation of the Plan will come from
contributions to be made by Paul V. Palitti.

A full-text copy of the Disclosure Statement dated May 12, 2017, is
available at:

           http://bankrupt.com/misc/mdb17-11789-39.pdf

                       About Wheaton LLC

Wheaton LLC filed a Chapter 11 bankruptcy petition (Bankr. D.MD.
Case No. 17-11789) on February 10, 2017. Hon. Thomas J. Catloita
presides over the case.  Drescher & Associates, P.A. represents the
Debtor as counsel.

The Debtor disclosed total assets of $1.5 million and total
liabilities of $936,689.  The petition was signed by Paul Palitti,
sole member.


WORLD AND MAIN: S&P Ups CCR to CCC+ Over Credit Agreement Amendment
-------------------------------------------------------------------
S&P Global Ratings raised its corporate rating on Cranbury,
N.J.–based World and Main LLC to 'CCC+' from 'CCC'.  The outlook
is stable.

At the same time, S&P raised its issue-level ratings on the
company's $40 million ABL revolver due 2019 to 'B+' from 'B'.  The
recovery rating remains '1+', indicating S&P's expectation for full
(100%) recovery in the event of a payment default.  S&P also raised
its issue-level ratings on the company's $100 million first-lien
term loan due 2020 to 'B-' from 'CCC', and revised the recovery
rating to '2' from '3', indicating S&P's expectation for
substantial (70% to 90%, rounded estimate 80%) recovery in the
event of a payment default.  S&P also raised the issue-level rating
on the company's $55 million second-lien term loan due 2020 to
'CCC-' from 'CC'.  The recovery rating remains '6', indicating
S&P's expectation for negligible (0% to 10%, rounded estimate 0%)
recovery in the event of payment default.

As of March 31, 2017, S&P estimates that the company had about $178
million of adjusted debt outstanding.

U.S.-based World and Main LLC received an amendment on its
asset-based lending (ABL), first-lien, and second-lien credit
facilities after it was unable to comply with its maintenance
financial covenants during the fourth quarter ended Dec. 31, 2016,
and operated under a waiver. S&P believes  the amendment modestly
improves the company's liquidity position.

"The upgrade reflects our belief that the company's liquidity
profile modestly improved following its March 2017 amendment on its
credit facilities," said S&P Global Ratings credit analyst
Stephanie Harter.  S&P also expects that the company should
generate positive operating cash flow this year after it divested
the Handy Hardware business, which was unprofitable.  Additionally,
S&P believes the company's new management will restore growth to
the business and improve profitability.  However, given the
company's limited scale, its absolute dollar liquidity cushion
remaining small, and its debt leverage remaining very high, S&P
believes the company is still dependent upon favorable business and
economic conditions to meets its financial commitments and maintain
positive free cash flow.  The stable outlook reflects S&P's belief
that the amendment provides the company added financial flexibility
and it will unlikely default during the next 12 months.

The outlook on World and Main is stable.  S&P believes the
amendment provides the company added financial flexibility and it
will unlikely default during the next 12 months.  S&P expects the
company to realize additional cost savings and sustain positive
free cash flow.  S&P believes the company will maintain compliance
with its financial covenants with covenant cushion above 15%,
allowing it to maintain access to its ABL.  However, S&P still
believes the company remains reliant on favorable business and
economic conditions, most notably favorable weather to ensure
healthy sales next year to meet its financial commitments and
maintain positive free cash flow.

S&P could consider a downgrade if earnings weaken from increased
competition or from customers direct sourcing, adverse weather
materially impacts earnings, or if unsuccessful execution of its
cost reduction efforts doesn't materially improve EBITDA margins
and cash flows, resulting in covenant cushion below 10%.  Any of
these factors could limit the likelihood of successful completion
of refinancing the ABL before its expiration in September 2019.

S&P could consider an upgrade if the company materially improves
free cash flow generation and sustains covenant cushion above 15%,
resulting in an improved cash flow cushion whereby the company
would no longer be reliant on the sponsor's contribution to sustain
cash cushion from operating cash flows.  S&P could also consider an
upgrade if the company is successful at increasing its scale to
limit volatility in its operating performance.


[*] Conway Launches Real Estate Advisory Services Practice
----------------------------------------------------------
Conway MacKenzie on May 23, 2017, announced the launch of its Real
Estate Advisory Services practice.  Led by Managing Director
Matthew Mason, the group will provide clients expert counsel and
support to maximize real estate value through the repositioning of
assets for both short and long term growth.

Mr. Mason, an accomplished real estate veteran with 17years
experience in the industry, has assisted institutional clients,
lenders and private investors with distressed real estate
transactions and landlord/tenant advisory services.  Additionally,
Mr. Mason has served as a court-appointed receiver for more than
200 retail, office, multi-family and mixed-use projects.

Also playing a key role in the firm's real estate industry vertical
is Director Lauren Leach.  With more than a decade of experience in
commercial real estate, Ms. Leach has expertise managing overall
workout strategies and client relationships of third-party managed
portfolios and specializes in distressed and troubled retail,
particularly large commercial mortgage-backed securities (CMBS)
portfolios and regional malls.

"Real estate is one of the most significant assets within a
company.  As such, it is a critical component when assessing the
financial outlook of a business.  The new Real Estate Advisory team
was created to add value by providing tailored solutions for all
types of distressed real estate properties before, during and after
the foreclosure process," said Donald MacKenzie, CEO, Conway
MacKenzie.  "Matthew Mason and Lauren Leach's respective experience
will add considerable value for our clients.  Their collective
experience will help clients capitalize on market conditions to
maximize value."

                 About Conway MacKenzie, Inc.

Conway MacKenzie, Inc. -- http://www.ConwayMacKenzie.com/-- is the
premier consulting and financial advisory firm driving growth and
creating value.  Across industries and across the country, Conway
MacKenzie delivers hands-on financial, operational and strategic
services that help healthy companies grow and troubled companies
get back on track.  The firm has offices worldwide, including
Atlanta, Chicago, Cleveland, Dallas, Dayton, Detroit, Houston, Los
Angeles, New York, London and Bucharest.


[*] Gabrielle Glemann Joins Stoel Rives as Of Counsel
-----------------------------------------------------
Stoel Rives LLP, an Am Law 200 law firm, on May 23, 2017, disclosed
that Gabrielle Glemann has joined the firm as an Of Counsel
attorney in the Corporate Group in Seattle.  Ms. Glemann has
significant experience in national and international corporate
bankruptcy and bankruptcy litigation matters.

Ms. Glemann comes to Stoel Rives from Hughes Hubbard & Reed LLP in
New York City, where she represented debtors, trustees, examiners
and secured and unsecured creditors in Chapter 7 and Chapter 11
bankruptcies.

Seattle Office Managing Partner Vanessa Power said, "Gabrielle
brings a wealth of experience to Stoel Rives.  Her addition to the
firm expands our bankruptcy practice and strengthens our presence
in Seattle. She will be a true asset to Stoel Rives' clients."

"Corporate bankruptcy and debt restructuring require an attorney to
develop a detailed knowledge of the client's finances and
management," said Ms. Glemann.  "Gaining an understanding of the
business that is necessary to help effect a corporate restructuring
requires a great deal of trust on behalf of the client.  I am
excited about joining Stoel Rives, which has earned a reputation
for client service in the Pacific Northwest."

Ms. Glemann received her law degree from Brooklyn Law School and
her bachelor's degree from Bard College at Simon's Rock.  She was
selected as a New York Metro Rising Star by Super Lawyers(R) for
2015 and 2016 and a Top 40 Lawyers Under 40 in New York from 2013
to 2016 by the American Society of Legal Advocates.

Ms. Glemann can be reached at:

         Gabrielle Glemann
         Of Counsel
         STOEL RIVES LLP
         Seattle, WA
         Tel: 206-386-7530
         E-mail: gabrielle.glemann@stoel.com

                      About Stoel Rives LLP

Stoel Rives -- http://www.stoel.com/-- is a U.S. corporate and
litigation law firm.  One of the largest national firms focused on
energy, natural resources, environmental law and climate change,
Stoel Rives also serves the agribusiness, food and beverage, health
care, life sciences and technology industries.  With more than 350
attorneys operating out of 10 offices in seven states and the
District of Columbia, Stoel Rives is a leader in regulatory and
compliance matters, and business, labor and employment,
intellectual property, land use, and real estate development and
construction law.


[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Mariano Mendoza and Mercedes Mendoza
   Bankr. C.D. Cal. Case No. 17-11662
      Chapter 11 Petition filed April 26, 2017
         represented by: Onyinye N. Anyama, Esq.
                         ANYAMA LAW FIRM
                         E-mail: onyi@anyamalaw.com

In re Mohammed Y. Alam
   Bankr. N.D. Ill. Case No. 17-13077
      Chapter 11 Petition filed April 26, 2017
         represented by: Paul M. Bauch, Esq.
                         BAUCH & MICHAELS LLC
                         E-mail: pbauch@bauch-michaels.com

In re Patrick Thomas Shine
   Bankr. D. Mass. Case No. 17-11503
      Chapter 11 Petition filed April 26, 2017
         See http://bankrupt.com/misc/mab17-11503.pdf
         represented by: Taruna Garg, Esq.
                         MURTHA CULLINA LLP
                         E-mail: tgarg@murthalaw.com

In re Goldfish Restaurant, Inc.
   Bankr. S.D.N.Y. Case No. 17-22628
      Chapter 11 Petition filed April 26, 2017
         See http://bankrupt.com/misc/nysb17-22628.pdf
         represented by: Anne J. Penachio, Esq.
                         PENACHIO MALARA LLP
                         E-mail: apenachio@pmlawllp.com

In re You're Putting Me On, Inc. D/B/A Hometowne Sports
   Bankr. W.D. Pa. Case No. 17-21720
      Chapter 11 Petition filed April 26, 2017
         See http://bankrupt.com/misc/pawb17-21720.pdf
         represented by: Brian C. Thompson, Esq.
                         THOMPSON LAW GROUP, P.C.
                         E-mail: bthompson@ThompsonAttorney.com

In re Rafe Russell Lapham, II
   Bankr. D. Idaho Case No. 17-40421
      Chapter 11 Petition filed May 12, 2017
         represented by: Brent T. Robinson, Esq.
                         E-mail: btr@idlawfirm.com

In re Eric James De Weerd and Danielle De Weerd
   Bankr. D.S.C. Case No. 17-02421
      Chapter 11 Petition filed May 12, 2017
         represented by: Forrest T. Nettles, II, Esq.
                         FINKEL LAW FIRM LLC
                         E-mail: tnettles@finkellaw.com

In re Richard Douglas Arnold, Sr.
   Bankr. M.D. Tenn. Case No. 17-03331
      Chapter 11 Petition filed May 12, 2017
         represented by: Steven L. Lefkovitz, Esq.
                         LAW OFFICES LEFKOVITZ & LEFKOVITZ
                         E-mail: slefkovitz@lefkovitz.com

In re Kenneth D. Crabtree
   Bankr. S.D. Ill. Case No. 17-60208
      Chapter 11 Petition filed May 13, 2017
         represented by: James Richard Myers, Esq.
                         E-mail: myers@lawgroupltd.com

In re W & W, L.L.C.
   Bankr. N.D. Ala. Case No. 17-40906
      Chapter 11 Petition filed May 15, 2017
         See http://bankrupt.com/misc/alnb17-40906.pdf
         represented by: Harry P. Long, Esq.
                         THE LAW OFFICES OF HARRY P. LONG, LLC
                         E-mail: ecfpacer@gmail.com

In re Kevin Foy
   Bankr. C.D. Cal. Case No. 17-11944
      Chapter 11 Petition filed May 15, 2017
         represented by: Julie J. Villalobos, Esq.
                         OAKTREE LAW
                         E-mail: julie@oaktreelaw.com

In re Scarlett Maria Rojas
   Bankr. C.D. Cal. Case No. 17-15937
      Chapter 11 Petition filed May 15, 2017
         represented by: Michael R. Totaro, Esq.
                         TOTARO & SHANAHAN
                         E-mail: Ocbkatty@aol.com

In re Philippe Lenoir
   Bankr. S.D. Fla. Case No. 17-16102
      Chapter 11 Petition filed May 15, 2017
         represented by: Adam I. Skolnik, Esq.
                         LAW OFFICE OF ADAM I. SKOLNIK, P.A.
                         E-mail: askolnik@skolniklawpa.com

In re Dexter Anderson and Shrease Anderson
   Bankr. M.D. Ga. Case No. 17-51048
      Chapter 11 Petition filed May 15, 2017
         represented by: Wesley J. Boyer, Esq.
                         KATZ, FLATAU, AND BOYER, LLP
                         E-mail: wjboyer_2000@yahoo.com

In re Alexis Ann Tulio
   Bankr. D.N.J. Case No. 17-19962
      Chapter 11 Petition filed May 15, 2017
         Filed Pro Se

In re Hugh Hall
   Bankr. D.N.J. Case No. 17-19975
      Chapter 11 Petition filed May 15, 2017
         represented by: Robert M. Rich, Esq.
                         E-mail: rrlaw@aol.com

In re Certo's Pork Store, Inc.
   Bankr. E.D.N.Y. Case No. 17-42426
      Chapter 11 Petition filed May 15, 2017
         See http://bankrupt.com/misc/nyeb17-42426.pdf
         represented by: Lawrence Morrison, Esq.
                         MORRISON TENENBAUM PLLC
                         E-mail: lmorrison@m-t-law.com

In re 175 Lenox Restaurant LLC
   Bankr. S.D.N.Y. Case No. 17-11344
      Chapter 11 Petition filed May 15, 2017
         See http://bankrupt.com/misc/nysb17-11344.pdf
         represented by: Robert Leslie Rattet, Esq.
                         RATTET PLLC
                         E-mail: rrattet@rattetlaw.com

In re 171 Lenox Restaurant LLC
   Bankr. S.D.N.Y. Case No. 17-11345
      Chapter 11 Petition filed May 15, 2017
         See http://bankrupt.com/misc/nysb17-11345.pdf
         represented by: Robert Leslie Rattet, Esq.
                         RATTET PLLC
                         E-mail: rrattet@rattetlaw.com

In re Tiramisu Restaurant, LLC
   Bankr. S.D.N.Y. Case No. 17-11346
      Chapter 11 Petition filed May 15, 2017
         See http://bankrupt.com/misc/nysb17-11346.pdf
         represented by: Randy M. Kornfeld, Esq.
                         KORNFELD & ASSOCIATES, P.C.
                         E-mail: rkornfeld@kornfeldassociates.com

In re Rufus Stancil, Jr.
   Bankr. D.D.C. Case No. 17-00283
      Chapter 11 Petition filed May 16, 2017
         represented by: Marc Harvey Sliffman, Esq.
                         E-mail: marcsliff@aol.com

In re Jerome Brown and JoAnn Mitchell Brown
   Bankr. M.D. Fla. Case No. 17-01779
      Chapter 11 Petition filed May 16, 2017
         represented by: Jason A. Burgess, Esq.
                         THE LAW OFFICES OF JASON A. BURGESS, LLC
                         E-mail: jason@jasonaburgess.com

In re Heribert A. Goudreau, Jr. and Heidi F. Goudreau
   Bankr. D. Me. Case No. 17-10251
      Chapter 11 Petition filed May 16, 2017
         represented by: James F. Molleur, Esq.
                         MOLLEUR LAW OFFICE
                         E-mail: jim@molleurlaw.com

In re Nandan Vasant Patel
   Bankr. E.D. Mich. Case No. 17-47453
      Chapter 11 Petition filed May 16, 2017
         See http://bankrupt.com/misc/mieb17-47453.pdf
         represented by: Kim K. Hillary, Esq.
                         SCHAFER AND WEINER, PLLC
                         E-mail: khillary@schaferandweiner.com

In re Edward F. Crocker
   Bankr. N.D. Miss. Case No. 17-11811
      Chapter 11 Petition filed May 16, 2017
         represented by: Craig M. Geno, Esq.
                         LAW OFFICES OF CRAIG M. GENO, PLLC
                         E-mail: cmgeno@cmgenolaw.com

In re Jorge Salinas and Marta M. Salinas
   Bankr. D. Nev. Case No. 17-12567
      Chapter 11 Petition filed May 16, 2017
         represented by: David A. Riggi, Esq.
                         E-mail: darnvbk@gmail.com

In re Shahla Tehrani
   Bankr. E.D.N.Y. Case No. 17-42448
      Chapter 11 Petition filed May 16, 2017
         represented by: Pankaj Malik, Esq.
                         BALLON, STOLL, BADER & NADLER, P.C.
                         E-mail: pmalik@ballonstoll.com

In re B.L. Gustafson, LLC
   Bankr. W.D. Pa. Case No. 17-10514
      Chapter 11 Petition filed May 16, 2017
         See http://bankrupt.com/misc/pawb17-10514.pdf
         represented by: John F. Kroto, Esq.
                         KNOX MCLAUGHLIN GORNALL & SENNETT
                         E-mail: jkroto@kmgslaw.com

In re Javier Sosa Faria
   Bankr. D.P.R. Case No. 17-03421
      Chapter 11 Petition filed May 16, 2017
         represented by: Gloria Justiniano Irizarry, Esq.
                         JUSTINIANO'S LAW OFFICE
                         E-mail: justinianolaw@gmail.com

In re Golden Touch Commercial Cleaning, L.L.C.
   Bankr. S.D. Ala. Case No. 17-01835
      Chapter 11 Petition filed May 17, 2017
         See http://bankrupt.com/misc/alsb17-01835.pdf
         represented by: Robert M. Galloway, Esq.
                  GALLOWAY WETTERMARK EVEREST RUTENS & GAILLARD
                         E-mail: bgalloway@gallowayllp.com

In re Asteria, Inc.
   Bankr. D. Ariz. Case No. 17-05457
      Chapter 11 Petition filed May 17, 2017
         See http://bankrupt.com/misc/azb17-05457.pdf
         represented by: Charles R. Hyde, Esq.
                         LAW OFFICES OF C.R. HYDE
                         E-mail: crhyde@gmail.com

In re Richard A. Ayiyi, Sr.
   Bankr. D. Ariz. Case No. 17-05473
      Chapter 11 Petition filed May 17, 2017
         represented by: Carlos M. Arboleda, Esq.
                         ARBOLEDA BRECHNER
                         E-mail: arboledac@abfirm.com

In re American River Detail Auto Body
   Bankr. E.D. Cal. Case No. 17-23353
      Chapter 11 Petition filed May 17, 2017
         See http://bankrupt.com/misc/caeb17-23353.pdf
         Filed Pro Se

In re Gary Dean Schauer and Janet Diane Schauer
   Bankr. E.D. Cal. Case No. 17-23367
      Chapter 11 Petition filed May 17, 2017
         represented by: Estela O. Pino, Esq.

In re Sherry Marie McWoodson-Johnson
   Bankr. N.D. Cal. Case No. 17-41310
      Chapter 11 Petition filed May 17, 2017
         represented by: Marc Voisenat, Esq.
                         LAW OFFICES OF MARC VOISENAT
                         E-mail: voisenatecf@gmail.com

In re Sejin Park
   Bankr. D. Conn. Case No. 17-50556
      Chapter 11 Petition filed May 17, 2017
         See http://bankrupt.com/misc/ctb17-50556.pdf
         represented by: Thomas V. Battaglia, Jr., Esq.
                         LAW OFFICE OF THOMAS V. BATTAGLIA, JR.
                         E-mail: battaglialaw@yahoo.com

In re Paul Arthur Behrens and Beverly Jane Behrens
   Bankr. M.D. Fla. Case No. 17-01783
      Chapter 11 Petition filed May 17, 2017
         represented by: Donald M. DuFresne, Esq.
                         PARKER & DUFRESNE
                         E-mail: dufresne@jaxlawcenter.com

In re Jonathan Munson Becker and Cynthia Lyn Becker
   Bankr. N.D. Fla. Case No. 17-30438
      Chapter 11 Petition filed May 17, 2017
         represented by: Natasha Z. Revell, Esq.
                         ZALKIN REVELL, PLLC
                         E-mail: tasha@zalkinrevell.com

In re Kunz Functional Fitness Inc.
   Bankr. N.D. Ill. Case No. 17-81180
      Chapter 11 Petition filed May 17, 2017
         See http://bankrupt.com/misc/ilnb17-81180.pdf
         represented by: Constance M. Doyle, Esq.
                         LAW OFFICES OF CONSTANCE M DOYLE
                         E-mail: cdoylelaw@sbcglobal.net

In re Southwest Lath & Plaster Company, Inc., a New Mexico Corp
   Bankr. D.N.M. Case No. 17-11251
      Chapter 11 Petition filed May 17, 2017
         See http://bankrupt.com/misc/nmb17-11251_petition.pdf
         represented by: William F. Davis, Esq.
                         WILLIAM F. DAVIS & ASSOC., P.C.
                         E-mail: daviswf@nmbankruptcy.com

In re Buddy Warren, Inc.
   Bankr. S.D.N.Y. Case No. 17-11364
      Chapter 11 Petition filed May 17, 2017
         See http://bankrupt.com/misc/nysb17-11364.pdf
         represented by: Michael J. Kasen, Esq.
                         KASEN & KASEN
                         E-mail: mkasen@kasenlaw.com

In re Renee delSolar
   Bankr. E.D. Va. Case No. 17-11677
      Chapter 11 Petition filed May 17, 2017
         represented by: Bennett A. Brown, Esq.
                         THE LAW OFFICE OF BENNETT A. BROWN
                         E-mail: bennett@pcgalaxy.com

In re Leonel Ramos
   Bankr. C.D. Cal. Case No. 17-16146
      Chapter 11 Petition filed May 18, 2017
          represented by: Anthony Obehi Egbase, Esq.
                         A.O.E LAW & ASSOCIATES, APC
                         E-mail: info@aoelaw.com

In re Veronica Cazarez
   Bankr. C.D. Cal. Case No. 17-16174
      Chapter 11 Petition filed May 18, 2017
         represented by: Todd M. Arnold, Esq.
                         LEVENE, NEALE, BENDER, YOO & BRILL L.L.P
                         E-mail: tma@lnbyb.com

In re Marshal James Parker
   Bankr. S.D. Cal. Case No. 17-02953
      Chapter 11 Petition filed May 18, 2017
         represented by: Thomas B. Gorrill, Esq.
                         E-mail: tgorrill@gorillalaw.com

In re Eric Van Krieger and Susan Hostetter Krieger
   Bankr. M.D. Fla. Case No. 17-01814
      Chapter 11 Petition filed May 18, 2017
         represented by: Bryan K. Mickler, Esq.
                         E-mail: court@planlaw.com

In re Seineyard, Inc.
   Bankr. N.D. Fla. Case No. 17-40210
      Chapter 11 Petition filed May 18, 2017
         See http://bankrupt.com/misc/flnb17-40210.pdf
         represented by: Thomas B. Woodward, Esq.
                         E-mail: woodylaw@embarqmail.com

In re Beverly Marlene Walls
   Bankr. E.D. Mich. Case No. 17-47587
      Chapter 11 Petition filed May 18, 2017
         Filed Pro Se

In re Englewood Women's Services, LLC
   Bankr. D.N.J. Case No. 17-20259
      Chapter 11 Petition filed May 18, 2017
         See http://bankrupt.com/misc/njb17-20259.pdf
         represented by: Donald Troy Bonomo, Esq.
                         PEREZ AND BONOMO
                         E-mail: dbonomo123@gmail.com

In re Reina Isabel Godinez-Portillo
   Bankr. D. Nev. Case No. 17-12670
      Chapter 11 Petition filed May 18, 2017
         represented by: Gina M. Corena, Esq.
                         LAW OFFICE OF GINA M. CORENA, ESQ.
                         E-mail: gina@lawofficecorena.com

In re Moke Peace 43 Corp.
   Bankr. E.D.N.Y. Case No. 17-42491
      Chapter 11 Petition filed May 18, 2017
         See http://bankrupt.com/misc/nyeb17-42491.pdf
         Filed Pro Se

In re Woodhaven Property Group LLC
   Bankr. E.D.N.Y. Case No. 17-42501
      Chapter 11 Petition filed May 18, 2017
         See http://bankrupt.com/misc/nyeb17-42501.pdf
         Filed Pro Se

In re 1201 Pleasantville Rd. Restaurant Holding Group, LLC
   Bankr. S.D.N.Y. Case No. 17-22743
      Chapter 11 Petition filed May 18, 2017
         See http://bankrupt.com/misc/nysb17-22743.pdf
         represented by: Anne J. Penachio, Esq.
                         PENACHIO MALARA LLP
                         E-mail: apenachio@pmlawllp.com

In re Warnerworks, LLC
   Bankr. W.D.N.Y. Case No. 17-20537
      Chapter 11 Petition filed May 18, 2017
         See http://bankrupt.com/misc/nywb17-20537.pdf
         represented by: Mark A. Weiermiller, Esq.
              COOPER, PAUTZ, WEIERMILLER & DAUBNER, LLP
                         E-mail: mweiermiller@cpwdlaw.com

In re Jane Ann Goeckel
   Bankr. D. Ariz. Case No. 17-05597
      Chapter 11 Petition filed May 19, 2017
         Filed Pro Se

In re Glenford Bryan
   Bankr. M.D. Fla. Case No. 17-03269
      Chapter 11 Petition filed May 19, 2017
         Filed Pro Se

In re Stone Projects, LLC
   Bankr. D. Mass. Case No. 17-11877
      Chapter 11 Petition filed May 19, 2017
         See http://bankrupt.com/misc/mab17-11877.pdf
         represented by: Nina M. Parker, Esq.
                         PARKER & ASSOCIATES
                         E-mail: nparker@ninaparker.com

In re Legacy Holdings LLC
   Bankr. D. Mont. Case No. 17-60482
      Chapter 11 Petition filed May 19, 2017
         See http://bankrupt.com/misc/mtb17-60482.pdf
         represented by: Juliane E. Lore, Esq.
                         LORE LAW FIRM PLLC
                         E-mail: juliane@lorelaw.us

In re My Everyday Gourment LLC
   Bankr. D.N.J. Case No. 17-20302
      Chapter 11 Petition filed May 19, 2017
         See http://bankrupt.com/misc/njb17-20302.pdf
         represented by: Robert C. Nisenson, Esq.
                         ROBERT C. NISENSON, LLC
                         E-mail: rnisenson@aol.com

In re Michael Chesner and Amy Chesner
   Bankr. E.D.N.Y. Case No. 17-73059
      Chapter 11 Petition filed May 19, 2017
         represented by: Heath S. Berger, Esq.
                         BERGER, FISCHOFF & SHUMER, LLP
                         E-mail: hberger@bfslawfirm.com

In re Petrona D LaVigne
   Bankr. E.D.N.Y. Case No. 17-73060
      Chapter 11 Petition filed May 19, 2017
         Filed Pro Se

In re Applewood Cafe, LLC
   Bankr. W.D.N.Y. Case No. 17-11049
      Chapter 11 Petition filed May 19, 2017
         See http://bankrupt.com/misc/nywb17-11049.pdf
         represented by: Daniel F. Brown, Esq.
                         ANDREOZZI BLUESTEIN LLP
                         E-mail: dfb@andreozzibluestein.com

In re Shawn L Thompson
   Bankr. N.D. Ohio Case No. 17-31574
      Chapter 11 Petition filed May 19, 2017
         represented by: Eric R. Neuman, Esq.
                         E-mail: eric@drlawllc.com

In re Brownsville Berg Associates, Inc.
   Bankr. W.D. Pa. Case No. 17-22123
      Chapter 11 Petition filed May 19, 2017
         See http://bankrupt.com/misc/pawb17-22123.pdf
         represented by: Jeffrey T. Morris, Esq.
                         ELLIOTT & DAVIS PC
                         E-mail: morris@elliott-davis.com

In re ADC Health Care Services, Inc.
   Bankr. E.D. Tex. Case No. 17-41078
      Chapter 11 Petition filed May 19, 2017
         See http://bankrupt.com/misc/txeb17-41078.pdf
         represented by: Eric A. Liepins, Esq.
                         ERIC A. LIEPINS P.C.
                         E-mail: eric@ealpc.com

In re 238 Lakeview Avenue, LLC
   Bankr. D.N.J. Case No. 17-20402
      Chapter 11 Petition filed May 20, 2017
         See http://bankrupt.com/misc/njb17-20402.pdf
         represented by: Harvey I. Marcus, Esq.
                         LAW OFFICE OF HARVEY I. MARCUS
                         E-mail: him@lawmarcus.com

In re Exodus Fitness, Inc.
   Bankr. D.P.R. Case No. 17-03541
      Chapter 11 Petition filed May 22, 2017
         See http://bankrupt.com/misc/prb17-03541.pdf
         represented by: Paul James Hammer, Esq.
                         ESTRELLA LLC
                         E-mail: phammer@estrellallc.com


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Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2017.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

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