TCR_Public/170526.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, May 26, 2017, Vol. 21, No. 145

                            Headlines

21ST CENTURY ONCOLOGY: Business as Usual While in Chapter 11
21ST CENTURY ONCOLOGY: Case Summary & 50 Top Unsecured Creditors
21ST CENTURY ONCOLOGY: Prearranged Plan to Cut Debt by $500M
23 FARMS: Seeks 60-Days Extension of Exclusivity Periods
56 SOMERS ST: Case Summary & 3 Unsecured Creditors

9800 WEDDINGS: Unsecured Creditors to Get Nothing Under Plan
A&J RENTALS: Seeks Authorization to Use Cash Collateral Thru July 6
ADEPTUS HEALTH: UCC Files 2019 Statement, Retains Akin Gump
APPLEWOOD CAFE: Wants Interim Use of Up to $13K Cash Collateral
ASPEN COURT: Case Summary & 20 Largest Unsecured Creditors

AVAYA INC: Franklin Mutual, Highland Lead Crossover Group
AVAYA INC: In Talks With Creditors Group, Receives Plan Proposal
AVAYA INC: Treatment of Claims Under Proposed Alternative Plan
BALLANTYNE STRONG: Receives NYSE Listing Non-Compliance Notice
BCL ONE: Seeks Mid-January 2018 Plan Filing Period Extension

BELLS FOOD: Has Final Approval to Use Cash Collateral
BOXWOOD LLC: Asks Court to Move Plan Filing Period to January 2018
BRANDON DORTCH: CPSI, Ford Motor Oppose Approval of Plan Outline
CARAVAN II: Court Extends Plan Filing Deadline Through July 14
CHESAPEAKE ENERGY: Amends 2014 Credit Pact to Remove Requirement

CLUB VILLAGE: Needs Additional 90 Days to File Chapter 11 Plan
CONCORDIA INTERNATIONAL: S&P Lowers CCR to 'CCC+'; Outlook Neg.
CURO FINANCIAL: Moody's Assigns Caa1 Corporate Family Rating
DOLPHIN DIGITAL: Posts $4.96 Million Net Income for First Quarter
DR. LUIS A VINAS: Can Continue Using Cash Collateral Until June 27

ECOSPHERE TECHNOLOGIES: Incurs $805,000 Net Loss in First Quarter
ENABLE MIDSTREAM: S&P Affirms 'BB+' CCR & Revises Outlook to Pos.
ERIE STREET: Trustee Allowed to Use Deutsche Bank Cash Collateral
EVERETT'S AUTOMOTIVE: Has Final Okay to Use Cash Collateral
FRIENDSHIP VILLAGE: Has Final Nod to Use Cash Collateral

GABEL LEASE: Court Moves Plan Solicitation Deadline to July 21
GRAHAM HOLDINGS: Moody's Affirms Ba1 CFR & Alters Outlook to Neg.
GREAT BASIN: Posts $21.5 Million Net Income for First Quarter
GREAT CANADIAN: Moody's Affirms Ba3 CFR & Revises Outlook to Pos.
GREENVILLE DOUGH: May Use Cash Collateral

GUIDED THERAPEUTICS: Reports $206,000 Net Loss for First Quarter
HALT MEDICAL: Hires Donlin Recano as Administrative Agent
HAMPSHIRE GROUP: Seeks June 21 Plan Filing Period Extension
HAYFIELD, MN: Moody's Lowers GO Debt Rating to Ba3
HEBREW HEALTH: PCO Files 4th Report

HUNTSMAN CORP: S&P Affirms 'BB-' CCR & Revises Outlook to Pos.
INTERNATIONAL MARKET: S&P Affirms 'B' CCR on Improved Performance
JAZZ ACQUISITION: S&P Lowers CCR to 'B-' on Leverage
KENTISH TRANSPORTATION: Seeks July 10 Plan Filing Period Extension
LIFE UNIVERSITY: Moody's Rates $97MM Series 2017A/B Bonds 'Ba3'

LIFECARE HOLDINGS: Moody's Withdraws B3 Corporate Family Rating
MARSH SUPERMARKETS: Has Court's Interim Nod to Use Cash Collateral
MCBEES BAR-B-QUE: Has Interim Approval to Use Cash Collateral
MIDWEST ASPHALT: Exclusive Plan Filing Period Extended to August 1
MIDWEST FARM: Authorized to Use Cash Collateral Through Sept. 30

MOUNTAIN CREEK: Blames Warm Winter, Prior Owners for Woes
MOUNTAIN CREEK: Has $6M Funding From Affiliate, Rejects M&T Offer
NAVIENT CORP: S&P Assigns 'B+' Rating on $500MM Sr. Notes
NEXEO SOLUTIONS: S&P Affirms 'B' CCR & Revises Outlook to Stable
OCONEE REGIONAL: Wants to Maintain Insurance Programs, Pay Premiums

OCONEE REGIONAL: Wants to Pay Prepetition Wages, Employee Benefits
OIL PATCH TRANSPORTATION: Has Interim Nod to Use Cash Collateral
ORBITE TECHNOLOGIES: CCAA Stay Extended to Aug. 4
OTTLEY COMMUNICATIONS: Taps Benjamin Currence as Legal Counsel
PARAGON OFFSHORE: Kahn & Soden of Deloitte Named as Administrators

PENN HILLS SD: Moody's Affirms B3 Rating on $71.3MM of GO Debt
PERSISTENCE PARTNERS: Hires Pue & Kosowsky Firms as Accountants
PROVIDENT FUNDING: S&P Rates Proposed $300MM Sr. Unsec. Notes 'B+'
R&G APPLIANCE: Case Summary & 8 Unsecured Creditors
R.C.A. RUBBER: Plan Filing Deadline Extended Until August 16

RENTPATH LLC: Moody's Affirms B3 CFR & Alters Outlook to Stable
ROUGH COUNTRY: S&P Assigns 'B' CCR; Outlook Stable
RS CONSTRUCT: Case Summary & 20 Largest Unsecured Creditors
SPANISH BROADCASTING: Incurs $10.8 Million Net Loss for Q1
STONEYBROOK PARK: Seeks Approval on Cash Collateral Use Thru July 6

SUMMIT MATERIALS: S&P Rates Proposed $300MM Sr. Unsec. Notes 'BB-'
SUNEDISON INC: Claims Bar Date Set for June 23
SUNVALLEY SOLAR: Needs $4.5-Million Add'l Financing for Expansion
SYNCHRONOSS TECHNOLOGIES: Receives Nasdaq Notice on Delayed 10-Q
TIDEWATER INC: Hires AlixPartners as Restructuring Advisor

TIDEWATER INC: Hires Epiq as Claims and Noticing Agent
TIDEWATER INC: Hires Lazard Freres as Investment Banker
TIDEWATER INC: Hires Weil Gotshal as Attorney
TOISA LIMITED: Intends to File Plan of Reorganization by August 28
TUSCANY ENERGY: May Use Cash Collateral Until June 10

VFH PARENT: Fitch Rates $825MM Secured 2nd Lien Notes 'B+'
VFH PARENT: Moody's Assigns Ba2 Rating to 1st Lien Term Loan
WAVE SYSTEMS: 'We Plan to be Ready for Day One,' Aurea CEO Says
WAYNE COUNTY, MI: Moody's Revises Ratings Outlook to Positive
WEST SEATTLE LODGE: Asks for Continued Access to Cash Collateral

WESTMORELAND COAL: Stockholders Elect 10 Directors
WET SEAL: Wants Exclusive Plan Filing Deadline Moved to Aug. 31
WI-JON INC: Case Summary & 4 Unsecured Creditors
[*] Elliott Makes Distressed Debt Hires in Expectation of Downturn
[*] Fundamental Advisors Raises $993M for Third PE Fund

[*] Trump's Budget Cuts May Lead to Muni Bankruptcies, Says NLC
[^] BOOK REVIEW: The Money Wars

                            *********

21ST CENTURY ONCOLOGY: Business as Usual While in Chapter 11
------------------------------------------------------------
21st Century Oncology Holdings, Inc., and certain of its U.S.
affiliates filed voluntary Chapter 11 petitions in the U.S.
Bankruptcy Court in the Southern District of New York to
restructure the business.  

The Company's non-U.S. subsidiaries were not included in the filing
and are unaffected by the Chapter 11 process.  The Debtors' parent
21st Century Oncology Investments, LLC ("21CI"), also did not seek
bankruptcy protection.

The Debtors said they have reached an agreement in principle with
their senior lenders and bondholders on the terms of a
comprehensive debt restructuring that would reduce debt by $500
million.  The Company stated that once implemented, the debt
restructuring will improve the Company's financial flexibility and
enhance its ability to work with its physician and hospital
partners in providing the best medical healthcare for patients.

"This is a positive development for 21st Century Oncology and our
employees, healthcare partners and the patients who depend on our
critical medical services," said Paul Rundell, the Company's
Interim Chief Executive Officer.  "We are a fundamentally strong
and profitable business; however, we simply have too much debt
given the size of the business and the way industry dynamics,
particularly the challenging reimbursement environment, have
affected our ability to maximize revenue in the aftermath of these
unprecedented, ongoing changes.  As a result, in recent months we
have been engaged in discussions with our key creditors to reduce
our overall debt level. We are encouraged by the progress we've
made in these advanced discussions and are optimistic that we can
finalize the restructuring agreement in short order. We expect it
to form the basis of a consensual Plan of Reorganization that gives
us the necessary flexibility to make investments that will allow us
to remain at the forefront of patient care, which is always our top
priority."

                         Business as Usual

During the Chapter 11 process the Company expects to operate its
business in the ordinary course, without disruption, and patients
can be assured that there will be no change in the way they are
treated.  Treatment facilities remain open and are operating on
normal schedules, and patients' appointments, treatment schedules
and physician partners remain the same.

"Operationally, very little, if anything, should change during the
Chapter 11 process," said Rundell. "Our ability to continue to
operate as usual and have no disruption to patients was a critical
factor in our decision to use Chapter 11 to implement this debt
restructuring."

As a routine matter, 21st CO has asked the Court to approve the
payment of all employee wages, salaries and benefits in the
ordinary course of business and expects the Court to approve this
request as soon as possible, ensuring that employees will be paid
and benefits will continue without delay.

"The 21st Century Oncology executive management team and our Board
of Directors appreciate the dedication and hard work of our
employees and our physician, hospital and joint venture partners,"
said Rundell. "We will always be committed to providing the best
care possible to patients, and the continued loyalty of our
employees and healthcare partners is critical to the long-term
success of the Company. I also would like to thank our vendors and
suppliers for their continued support during this process."

                    About 21st Century Oncology

21st Century Oncology Holdings, Inc. is the largest global provider
of integrated cancer care services.  The Company offers a
comprehensive range of cancer treatment services, focused on
delivering academic quality, cost-effective patient care in
personal and convenient settings.  As of March 31, 2017, the
Company operated 179 treatment centers, including 143 centers
located in 17 U.S. states and 36 centers located in seven countries
in Latin America.

On May 25, 2017, 21st Century and 59 U.S. affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-22770).
The Debtors have sought joint administration of the cases, which
are pending before the Honorable Robert D. Drain.

Millstein & Co. is acting as financial advisor to 21st CO and
Alvarez & Marsal Healthcare Industry Group is acting as interim
senior management.  Kirkland & Ellis is acting as the Company's
legal counsel in connection with the debt restructuring.  Kurtzman
Carson Consultants LLC is the claims and noticing agent.


21ST CENTURY ONCOLOGY: Case Summary & 50 Top Unsecured Creditors
----------------------------------------------------------------
Affiliated debtors that filed Chapter 11 bankruptcy petitions:

Debtor                                               Case No.
------                                               --------
New York Radiation Therapy Management Services, LLC  17-22769
    aka New York Radiation Therapy
    Management Services, Incorporated
    aka NYRTMS, LLC
    aka 21st Century Oncology
2270 Colonial Blvd.
Fort Myers, FL 33907

21st Century Oncology Holdings, Inc.                 17-22770
21C East Florida, LLC                                17-22771
21st Century of Florida Acquisition, LLC             17-22772
21st Century Oncology, Inc.                          17-22773
21st Century Oncology, LLC                           17-22774
21st Century Oncology Management Services, Inc.      17-22775
21st Century Oncology of Alabama, LLC                17-22776
21st Century Oncology of Harford County, Maryland    17-22777
21st Century Oncology of Jacksonville, LLC           17-22778
21st Century Oncology of Kentucky, LLC               17-22779
21st Century Oncology of New Jersey, Inc.            17-22780
21st Century Oncology of Pennsylvania, Inc.          17-22781
21st Century Oncology of Prince Georges County, Ma   17-22782
21st Century Oncology of South Carolina, LLC         17-22783
21st Century Oncology of Washington, LLC             17-22784
21st Century Oncology Services, LLC                  17-22785
AHLC, LLC                                            17-22786
American Consolidated Technologies, L.L.C.           17-22787
Arizona Radiation Therapy Management Services, Inc   17-22788
Asheville CC, LLC                                    17-22789
Associates In Radiation Oncology Services, LLC       17-22790
Atlantic Urology Clinics, LLC                        17-22791
Aurora Technology Development, LLC                   17-22792
Berlin Radiation Therapy Treatment Center, LLC       17-22793
Boynton Beach Radiation Oncology, L.L.C.             17-22794
California Radiation Therapy Management Services,    17-22795
Carepoint Health Solutions, LLC                      17-22796
Carolina Radiation and Cancer Treatment Center, LLC  17-22798
Carolina Regional Cancer Center, LLC                 17-22799
Derm-Rad Investment Company, LLC                     17-22800
Devoto Construction of Southwest Florida, Inc.       17-22801
Financial Services of Southwest Florida, LLC         17-22802
Fountain Valley & Anaheim Radiation Oncology Center  17-22803
Gettysburg Radiation, LLC                            17-22804
Goldsboro Radiation Therapy Services, LLC            17-22805
Jacksonville Radiation Therapy Services, LLC         17-22806
Maryland Radiation Therapy Management Services, LLC  17-22807
MD International Investments, LLC                    17-22808
Medical Developers, LLC                              17-22809
Michigan Radiation Therapy Management Services, Inc  17-22811
Nevada Radiation Therapy Management Services         17-22812
New England Radiation Therapy Management Services    17-22813
North Carolina Radiation Therapy Management Service  17-22814
OnCure Holdings, Inc.                                17-22815
OnCure Medical Corp.                                 17-22816
Palms West Radiation Therapy, L.L.C.                 17-22817
Phoenix Management Company, LLC                      17-22818
Radiation Therapy School For Radiation Therapy       17-22819
Radiation Therapy Services International, Inc.       17-22820
RVCC, LLC                                            17-22821
Sampson Accelerator, LLC                             17-22822
Sampson Simulator, LLC                               17-22823
SFRO Holdings, LLC                                   17-22824
South Florida Medicine, LLC                          17-22825
South Florida Radiation Oncology, LLC                17-22826
Treasure Coast Medicine, LLC                         17-22827
U.S. Cancer Care, Inc.                               17-22828
USCC Florida Acquisition, LLC                        17-22829
West Virginia Radiation Therapy Services, Inc.       17-22830

Type of Business: 21st Century Oncology Holdings, Inc. --
                  www.21co.com -- is a global provider of
                  integrated cancer care services.  The Company
                  offers a comprehensive range of cancer treatment
                  services, focused on delivering academic
                  quality, cost-effective patient care in personal
                  and convenient settings.  As of Sept. 30, 2016,
                  the Company operated 183 treatment centers,
                  including 180 radiation centers located in 17
                  U.S. states and 36 centers located in seven  
                  countries in Latin America.

Chapter 11 Petition Date: May 25, 2017

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

Judge: Hon. Robert D. Drain

Debtors' Counsel: Christopher Marcus, P.C.
                  John T. Weber, Esq.
                  KIRKLAND & ELLIS LLP
                  KIRKLAND & ELLIS INTERNATIONAL LLP
                  601 Lexington Avenue
                  New York, New York 10022
                  Tel: (212) 446-4800
                  Fax: (212) 446-4900
                  Email: christopher.marcus@kirkland.com
                         john.weber@kirkland.com

                     - and -

                  James H.M. Sprayregen, P.C.
                  William A. Guerrieri, Esq.
                  Alexandra Schwarzman, Esq.
                  KIRKLAND & ELLIS LLP
                  KIRKLAND & ELLIS INTERNATIONAL LLP
                  300 North LaSalle Street
                  Chicago, Illinois 60654
                  Tel: (312) 862-2000
                  Fax: (312) 862-2200
                  Email: james.sprayregen@kirkland.com
                         will.guerrieri@kirkland.com
                         alexandra.schwarzman@kirkland.com

Debtors'
Investment
Banker &
Financial
Advisor:          MILLSTEIN & CO.

Debtors'
Restructuring
Advisor:          ALVAREZ & MARSAL NORTH AMERICA, LLC

Debtors'
Notice,
Claims &
Administrative
Agent:            KURTZMAN CARSON CONSULTANTS
                  2335 Alaska Avenue
                  El Segundo, CA 90245
                  Tel: (888) 251-2679
                  Website: http://www.kccllc.net/21co

Estimated Assets: $1 billion to $10 billion

Estimated Debts: $1 billion to $10 billion

The petitions were signed by Paul Rundell, interim chief executive
officer.

Debtors' List of 50 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Senior Notes Trustee               Unsecured Notes   $368,177,173
(Wilmington Trust)
246 Goose Lane, Suite 105
Guilford, CT 06437-2186
Attn: Joseph P. O'Donnell
Fax: 203-453-1183
Email:jodonnell@wilmingtontrust.com

Dr. Ben Han                        Unsecured Notes     $7,871,701
2783 Pillsbury Way
Wellington, FL 33414
c/o Ravi Patel
Fax: 630-214-9881

Dr. Kishore Dass                   Unsecured Notes     $3,998,324
2783 Pillsbury Way
Wellington, FL 33414
c/o Ravi Patel
Fax: 630-214-9881

Seema Dass                         Unsecured Notes      $3,873,376
2783 Pillsbury Way
Wellington, FL 33414
c/o Ravi Patel
Fax: 630-214-9881

Cancer Treatment Services         Breach of Contract    $3,534,995
International
1876 E Sabin Drive, Suite 10
Casa Grande, AZ 85122
Attn: Dr. Michael Stanek & Dr.
Ajay Bhatnager
Tel: 520-836-9800
Fax: 520-836-1510
Email:casagrande@cancertreatmentservices.com

Florida Oncology Partners, LLC      Unsecured Notes     $2,470,419
2400 Research Blvd., Suite 325
Rockville, MD 20850
Attn: Alan Gold
Fax: 786-439-3673

Mckesson Specialty Care                Trade Debt       $1,770,586
Distribution
15212 Collection Drive
Chicago, IL 60693
Attn: Director or Officer
Tel: 415-983-8300
Fax: 800-878-7343
Email:CorporateSecretary@McKesson.com

Rajiv Patel                          Unsecured Notes    $1,749,266
2783 Pillsbury Way
Wellington, FL 33414
c/o Ravi Patel
Fax: 630-214-9881

Seaside National Bank & Trust        Unsecured Notes    $1,476,199
Notes (Treasure Coast)
201 South Orange Avenue, Suite 1350
Orlando, FL 32801
Attn: President
Tel: 407-567-2222
Fax: 407-567-2220
Email: nbagby@seasidebank.com

Besse Medical Supply                    Trade Debt      $1,056,796
1576 Solutions Ctr
Chicago, IL 60677-1005
Attn: Director or Officer
Tel: 800-543-2111
Fax: 800-543-8695
Email: customercare@besse.com

FTI Consulting, Inc.                   Professional       $826,402
1001 17th Street Suite 1100              Services
Denver, CO 80202
Attn Carl Jenkins, Managing Director
Tel: 303-689-8800
Fax:303-689-8803
Email: carl.jenkins@fticonsulting.com

Elekta Inc                              Trade Debt        $525,057
400 Perimeter Center Terrace, Suite 50
Atlanta, GA 30346
Attn: Richard Hausmann, President
Tel: 770-300-9725
Fax: 770-448-6338
Email: richard.hausmann@elekta.com

Pitt County Memorial Hospital Inc.      Trade Debt        $474,781
Medical Staff Fund
Vidant Medical Center
2100 Stantonsburg Road
Greenville, NC 27835-6028
Attn: Director or Officer
Tel: 252-847-4100
Fax: 252-847-5147

Cardinal Health                         Trade Debt        $439,040
Medical Products & Services
14265 Collections Center Drive
Chicago, IL 60693
Attn: Dave Ellis, VP
Tel: 916-213-4660
Fax: 614-652-8472
Email: dave.ellis@cardinalhealth.com

Accuray Inc.                            Trade Debt        $406,501
1310 Chesapeake Terrace
Sunnyvale, CA 94089
Attn: Kelly J. Londy, Executive
VP and CFO
Tel: 888-522-3740
Fax: 408-716-4601

Healthcare Support Staffing Inc         Trade Debt        $359,556
101 Southhall Lane, Suite 100
Maitland, FL 32751
Attn: Dean Dipaolo, CFO
Tel: 888-219-6285
Fax: 844-929-9974
Email: dean@healthcaresupport.com

Mckesson Medical Surgical Inc           Trade Debt        $306,245
One Post Street
San Francisco, CA 94104
Attn: James Beer, Executive VP and CFO
Tel: 415-983-8300
Fax: 804-264-7679; 800-261-5432
Email:CorporateSecretary@McKesson.com

BC Technical Inc                        Trade Debt        $279,776
CT Support Center
6209 Gheens Mill Rd
Jeffersonville, IN 47130
Attn: Randall Jackson, CFO
Tel: 801-280-2900
Fax: 801-280-3900

Siemens Medical Solutions Inc           Trade Debt        $236,360

Medical Group Insurance                 Trade Debt        $165,706
Services Inc

Office Depot Inc.                       Trade Debt        $158,283
Email: E:Karen.Denning@officedepot.com

Nuance Communications Inc.              Trade Debt        $132,492

United Healthcare Insurance Company     Trade Debt        $123,934

Radiation Therapy Alliance              Trade Debt        $115,000
Email: awoods@libertypartnersgroup.com

Soliant Physician Staffing LLC          Trade Debt        $112,721
Email: info@soliant.com

Granite Telecommunications LLC          Trade Debt        $106,779

Scio Management Solutions LLC           Trade Debt         $92,456

Email: jmarks@scioms.com

Windstream Communications               Trade Debt         $86,532

Varian Medical Systems Inc              Trade Debt         $85,491

East Carolina University                Trade Debt         $82,410
Ecu Borody School of Medicine
Email: ome@ecu.edu

Mcdermott Will & Emery LLP              Trade Debt         $73,432
Email: rbardahl@mwe.com; cculver@mwe.com

Stratus Technologies Ireland Ltd        Trade Debt         $70,927
Email: greg.paden@stratus.com

Landauer Medical Physics                Trade Debt         $68,718
Email: info@LandauerMP.com

German Ramirez                          Trade Debt         $64,391

Navicure Inc                            Trade Debt         $63,001

Laborie Medical Tech Corp               Trade Debt         $59,269
Email: usmarketing@laborie.com

Stellar Medical LLC                     Trade Debt         $59,249

Jewish Hospital & St. Mary's            Trade Debt         $57,362
Healthcare

Civco Radiotherapy                      Trade Debt         $50,795
Email: order@civcort.com

Grainger Inc                            Trade Debt         $49,297

Moodys Investors Service Inc            Trade Debt         $45,000

Urologix                                Trade Debt         $43,420
Email: customerservice@urologix.com

Palm Beach Urology Associates, PA       Trade Debt         $41,927
Email: nprieto@palmbeachurology.com

Healthcare Underwriters Group Inc       Trade Debt         $41,650
Email: claims@hugroupinc.com;
        huw@hugroupinc.com

Insight Direct Inc                      Trade Debt         $38,341
Email: ach@insight.com

Newco Cancer Services LLC               Trade Debt         $37,932

Advanced Radiation Therapy LLC          Trade Debt         $34,580
Email: Legal@accuboost.com

The CSI Companies Inc                   Trade Debt         $33,736

GE Healthcare                           Trade Debt         $33,654

The Negotiators LLC                     Trade Debt         $33,507
       
Email: wfread@sunshinembs.com


21ST CENTURY ONCOLOGY: Prearranged Plan to Cut Debt by $500M
------------------------------------------------------------
21st Century Oncology Holdings, Inc., which claims to be the
largest global provider of integrated cancer care services, sought
Chapter 11 bankruptcy protection after reaching an agreement in
principle with its senior lenders and bondholders on the terms of a
comprehensive debt restructuring that is expected to reduce the
long-term net debt by more than $500 million, including a new cash
equity infusion of $75 million from a group of investors.

Founded in 1983, the Company operates a network of cancer treatment
centers and affiliated physicians in the world.  With 179 locations
worldwide, the Debtors service patients in seven Latin American
countries and 17 U.S. States.

Paul Rundell, managing director for Alvarez and Marsal, who was
appointed as interim CFO of the Debtors, explains that while the
Company's business is fundamentally strong and profitable, the
Debtors have been operating with an unsustainable balance sheet in
light of the size of the business, current industry dynamics, and
certain unexpected one-time costs.  Notably, changes in
reimbursement practices under certain insurance programs have
negatively affected the Company's level of revenue.  Additionally,
unforeseen government penalties and settlements have reduced the
Company's operating revenue and resulted in unexpected cash
outflows.  In the aggregate, these factors have led to a liquidity
shortfall and have negatively impacted the Company's ability to
operate its business while servicing in excess of $100 million in
annual debt service obligations.

In light of these developments, the Debtors engaged restructuring
advisors to assist in the redevelopment and refinement of a
business plan and initiated restructuring negotiations with each of
their primary stakeholders.  These cases represent the culmination
of approximately six months of business plan development and
restructuring negotiations with the Debtors' primary stakeholders.


As a result of these negotiations, the Debtors, and senior lenders
and bondholders have reached an agreement on the terms of a
prearranged restructuring, as more fully set forth in the
Restructuring Support Agreement, dated as of May 25, 2017.

             $1.1 Billion in Long-Term Debt

As of the Petition Date, the Debtors' long-term debt obligations
totaled in excess of $1.1 billion, excluding accrued and unpaid
interest of approximately $51.4 million and capitalized leases of
approximately $30 million. The primary components of the Debtors'
consolidated funded debt obligations outstanding as of the Petition
Date are:

                              Principal Amount
        Debt Instrument         Outstanding
        ---------------       ----------------
    First Lien Term Loan        $599 million
    First Lien Revolver         $121 million
    MDL Facility                 $35 million
    Senior Notes                $368 million
    SFRO PIK Notes               $19 million
                              --------------
           Total              $1,143 million

The Credit Agreement, dated as of April 30, 2015 (the "First Lien
Credit Agreement"), between debtor 21st Century Oncology, Inc.
("21C"), as borrower, the lenders party thereto, and Morgan Stanley
Senior Funding, Inc. as administrative agent, issuing bank, and
swingline lender, provides for credit facilities consisting of a
term loan facility and a revolving credit facility secured by a
security interest in substantially all of the Debtors.

Pursuant to an Indenture, dated as of April 30, 2015 (as amended,
restated, and supplemented from time to time, the "Senior Notes
Indenture") with Wilmington Trust, National Association, as trustee
(the "Senior Notes Trustee"), and the other parties thereto, Debtor
21C issued those certain 11.00% senior notes due 2023 (the "Senior
Notes") in an aggregate principal amount of $360 million.

On July 2, 2015, Debtor 21CH issued $14.6 million of subordinated
payable-in-kind notes (the "SFRO PIK Notes") to partially fund the
purchase of a non-controlling interest in SFRO.

In connection with the Debtors' entry into the forbearance
agreements prepetition, the Debtors entered into a $20 million
senior secured delayed draw term loan credit facility (the "MDL
Facility") pursuant to a credit and guaranty agreement dated as of
Dec. 6, 2016, among debtor Medical Developers, LLC ("MDL"), as
borrower, debtor MD International Investments, LLC and certain
other subsidiaries and affiliates of Debtor 21C, as guarantors,
Wilmington Savings Fund Society, FSB as administrative agent and
collateral agent (the "MDL Agent") and the lenders from time to
time party thereto.

On Sept. 27, 2014, the Company and one of its investors (the
"Preferred Equity Investor") reached an agreement whereby the
Preferred Equity Investor invested $325 million (the "Preferred
Equity Investment") in consideration for shares of Series A
Preferred Stock and the right to appoint two directors to the board
of directors of 21CH.  September 9, 2016, 21CH, the Preferred
Equity Investor, 21CI, and 21C entered into a second subscription
agreement (the "2016 Subscription Agreement"), pursuant to which
21CH issued to the Preferred Equity Investor an additional 25,000
shares of Series A Preferred Stock, par value $0.001 per share, for
a purchase price of $25 million.

Approximately 80 percent of class A voting interests in 21st
Century Oncology Investments, LLC (21C),  the non-debtor parents of
the Debtors, is held by a single private equity firm, the Vestar
Funds, which in turn directly or indirectly owns 100 percent
interests in all of the Debtors.  The remaining 20 percent of class
A voting interests in non-Debtor 21CI are owned by the Company's
management and former management as well as several other investors
holding less than 1 percent of such interests.

              Terms of Prearranged Restructuring

The Debtors, their non-debtor parent 21st Century Oncology
Investments, LLC ("21CI"), the holder of nearly all of the
Debtors' common units, the holder of all of 21CH's Series A
Preferred Stock, an ad hoc group of certain MDL Lenders, First Lien
Lenders, and Senior Noteholders (such ad hoc group the "Crossover
Group"), and an ad hoc group of certain First Lien Lenders (the
"First Lien Lender Group") have signed a Restructuring Support
Agreement, dated as of May 25, 2017.

The restructuring contemplated by the RSA is supported by (i) MDL
Lenders holding 100 percent of the aggregate outstanding principal
amount of the loans under MDL Facility, (ii) First Lien Lenders
holding in excess of 90 percent of the aggregate outstanding
principal amount of the loans under First Lien Credit Facilities,
(iii) Senior Noteholders holding in excess of 90 percent of the
aggregate outstanding principal amount of the Senior Notes, 100
percent of the Series A Preferred Stock, and the majority equity
owners of the Debtors' ultimate parent.

The restructuring contemplated by the RSA will reduce the Debtors'
net debt by more than $500 million and provide working capital for
the Debtors' postpetition operations.

The RSA contemplates a comprehensive restructuring of the Debtors'
balance sheet through, among other things, (a) the conversion of
the Debtors' existing obligations under the MDL Facility and the
First Lien Credit Agreement into two new term loan credit
facilities, (b) a debt-to-equity conversion of the Senior Notes and
certain general unsecured claims, (c) rights offerings, available
to all Senior Noteholders who are accredited investors, for the
rights to purchase their a pro rata shares of (i) $200 million in
aggregate original principal amount of new second lien notes (such
notes, the "New Second Lien Notes" and such rights, the "Notes
Rights") and (ii) new preferred equity interests with an aggregate
initial liquidation value of $88.235 million (the "New Preferred
Equity" and such rights, the "Equity Rights"), each backstopped by
certain members of the Crossover Group (the "Backstop Parties"),
and (d) New Warrants provided to holders of existing equity
interests in the Debtors, provided that all creditor classes as
well as the equity holders vote to accept the proposed plan.
Specifically, the RSA contemplates recoveries to all key
constituencies, including:

   * MDL Facility Lenders: pro rata share of a New MDL Term Loans
in an aggregate original principal amount of $35,000,000, on
substantially similar terms to the MDL Facility (the "New MDL
Facility"). The New MDL Facility will provide for the incurrence of
additional debt in the form of revolving loans;

   * First Lien Lenders: pro rata share of New First Lien Term
Loans in an aggregate original principal amount equal to (i) the
aggregate amount of the Existing Credit Facility Obligations owned
or held by the First Lien Lenders, minus (ii) $200 million in
aggregate principal amount of First Lien Term Loans that will be
converted into the New Second Lien Notes through the Notes Rights
Offering;

   * Senior Noteholders: pro rata share 100% of: (i) the New Common
Stock (subject to dilution on account of the New Preferred Equity,
the shares of New Common Stock issuable upon exercise of the New
Warrants, and the equity issued under the Equity Incentive Plan)
(to be distributed on a pro rata basis to Senior Noteholders and
General Unsecured Creditors that elect to receive New Common
Stock), (ii) the Notes Rights (but only if such Senior Noteholder
is an accredited investor), and (iii) the Equity Rights (but only
if such Senior Noteholder is an accredited investor);

   * General Unsecured Creditors: pro rata share of 100% of the New
Common Stock (subject to dilution on account of the New Preferred
Equity, the shares of New Common Stock issuable upon exercise of
the New Warrants, and the equity issued under the Equity Incentive
Plan) (to be distributed on a pro rata basis to Senior Noteholders
and General Unsecured Creditors that elect to receive New Common
Stock), or (ii) the Convenience Claim Distribution on the terms
more fully set forth in the RSA; and

   * Equity holders: pro rata share of 100% of the New Warrants on
the terms more fully set forth in the RSA.

                DIP Financing and Equity Commitment

In conjunction with the Chapter 11 filing, certain of 21st CO's
senior lenders have committed to provide up to $75 million in
working capital through debtor-in-possession (DIP) financing. Upon
approval by the Bankruptcy Court, the DIP facility, together with
the Company's available cash reserves and cash provided by
operations, is expected to provide sufficient liquidity for the
Company to continue operating its business without interruption and
to meet its obligations. Upon emergence from the Chapter 11 process
and subject to certain conditions, certain of 21st CO's creditors
will contribute $75 million of cash equity in the reorganized
company. This new cash infusion will be used by the Company to pay
off any borrowings under the DIP facility in full and any remaining
cash will be used for general corporate purposes.

"This equity commitment by our senior lenders demonstrates their
confidence in our business and potential for future success," said
Paul Rundell, the Company's Interim Chief Executive Officer. "We
believe we are taking the necessary steps to allow the Company to
invest in key business initiatives and drive future growth. In
addition to improving our capital structure, we intend to use the
Chapter 11 process to resolve certain legacy litigation liabilities
that have been a source of uncertainty. We are confident that this
restructuring will be successful and provide us with a fresh start
financially and the opportunity to fully focus on our mission of
delivering the best healthcare possible to more patients."

                      Parties in the Case

The Debtors can be reached at:

         21st Century Oncology
         2270 Colonial Boulevard
         Fort Myers, FL 33907
         Attention: Kimberly Commins-Tzousmakas
         E-mail: Kimberly.comminsTzousmakas@21co.com

Vestar Capital Partners V, L.P., and related entities ("Vestar
Funds") collectively own, legally and beneficially, in the
aggregate, in excess of 78% of the Class A voting equity units in
21st Century Oncology Investments, LLC (21C),  the non-debtor
parents of the Debtors and and owns 100% of the common stock of 21C
Holdings.  

Vestar Funds can be reached at:

         Vestar Capital Partners, Inc.
         245 Park Avenue, 41st Floor
         New York, NY 10167
         Facsimile: (212) 808-4922
         Attention: Steven Della Rocca
         E-mail: sdellarocca@vestarcapital.com

Canada Pension Plan Investment Board, a Canadian federal crown
corporation ("CPPIB") owns all of the preferred stock of 21C
Holdings.  CPPIB can be reached at:

         Canada Pension Plan Investment Board
         One Queen Street East
         Suite 2500
         Toronto, ON, Canada, M5C 2W5
         Facsimile: (416) 868-4760
         Attention: Logan Willis (lwillis@cppib.com)

Debevoise & Plimpton LLC is counsel to CPPIB and can be reached
at:

         Debevoise & Plimpton LLP
         919 Third Avenue
         New York, NY 10022
         Facsimile: (212) 909-6836
         Attention: My Chi To (mcto@debevoise.com)

The Backstop Parties are comprised of funds related to

  * Beach Point Capital Management, LP (55.599356%),
  * Governors Lane LP (9.693001%),
  * J.P. Morgan Investment Management Inc (8.829841%),
  * Oaktree Capital Management, L.P. (12.662433%),
  * Roystone Capital Management LP (8.154424%), and
  * HPS Investment Partners, LLC (5.060945%).

Stroock & Stroock & Lavan LLP is the counsel to the Backstop
Parties, certain Consenting Noteholders, certain Consenting MDL
Lenders, certain Consenting Existing Lenders, and Houlihan Lokey,
Inc., is the financial advisor.  Stroock also served as counsel to
the Crossover Group -- comprised of various MDL Lenders, First Lien
Lenders, and Senior Noteholders.

Milbank Tweed Hadley & McCloy LLP, is serving a counsel and PJT
Partners LP is the financial advisor to certain Consenting Existing
Lenders.  Milbank also represented the First Lien Lender Group,
comprised of various First Lien Lenders.

The Lenders' attorneys can be reached at:

         STROOCK & STROOCK & LAVAN LLP
         180 Maiden Lane
         New York, NY 10038
         Facsimile: (212) 806-6006
         Attention: Jayme Goldstein (jgoldstein@stroock.com)
                    Matthew A. Schwartz (mschwartz@stroock.com)

             - and -

        MILBANK TWEED HADLEY & MCCLOY LLP
        28 Liberty Street
        New York, NY 10005
        Facsimile: (212) 530-5219
        Attention: Evan R. Fleck (efleck@milbank.com)
        Matthew L. Brod (mbrod@milbank.com)

A copy of the affidavit in support of the first-day motions is
available at:

http://bankrupt.com/misc/21st_Century_16_1st_Day_Affidavit.pdf

                    About 21st Century Oncology

21st Century Oncology Holdings, Inc. is the largest global provider
of integrated cancer care services.  The Company offers a
comprehensive range of cancer treatment services, focused on
delivering academic quality, cost-effective patient care in
personal and convenient settings.  As of March 31, 2017, the
Company operated 179 treatment centers, including 143 centers
located in 17 U.S. states and 36 centers located in seven countries
in Latin America.

On May 25, 2017, 21st Century and 59 U.S. affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-22770).
The Debtors have sought joint administration of the cases, which
are pending before the Honorable Robert D. Drain.

Millstein & Co. is acting as financial advisor to 21st CO and
Alvarez & Marsal Healthcare Industry Group is acting as interim
senior management.  Kirkland & Ellis is acting as the Company's
legal counsel in connection with the debt restructuring.  Kurtzman
Carson Consultants LLC is the claims and noticing agent.


23 FARMS: Seeks 60-Days Extension of Exclusivity Periods
--------------------------------------------------------
23 Farms, LLC requests the U.S. Bankruptcy Court for the Northern
District of Florida for a 60-day extension of the exclusivity
periods for the Debtor to file and confirm a plan of
reorganization.

Absent such extension, the Debtor's exclusivity periods, as
provided for under the Bankruptcy Code, will expire on May 22, 2017
and July 22, 2017, respectively.

The Debtor contends that its strategy for reorganization involves
restructuring its debt and making payments with farm income. The
Debtor further contends that it is also attempting to obtain a
postpetition loan to fund a portion of its debt.

The Debtor claims, however, that the market price for watermelons
has not yet been established, and it would be extremely difficult
for the Debtor to prepare a disclosure statement and to propose a
plan of reorganization without more financial information regarding
the 2017 watermelon crop.

Accordingly, the Debtor asserts that the extension of the
exclusivity periods will provide it the time necessary to determine
if post-petition financing is possible, and to obtain more
meaningful financial information with which to formulate a plan and
to provide to creditors in a disclosure statement.

                      About 23 Farms, LLC

23 Farms, LLC, a Newberry, Florida-based company with a farming
operation, filed a chapter 11 petition (Bankr. N.D. Fla. Case No.
17-10015) on Jan. 20, 2017.  The petition was signed by Joey D.
Langford, II, managing member.  The case is assigned to Judge Karen
K. Specie.  The Debtor is represented by Lisa Caryl Cohen, Esq., at
Ruff & Cohen, P.A.  The Debtor estimated assets and liabilities at
$1 million to $10 million at the time of the filing.

An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of 23 Farms, LLC, as of March 3,
according to a court docket.


56 SOMERS ST: Case Summary & 3 Unsecured Creditors
--------------------------------------------------
Debtor: 56 Somers St. LLC
        950 Third Avenue, Suite 901
        New York, NY 10022
        Tel: 212-661-5645

Case No.: 17-11444

Business Description: The Debtor listed its business as a single
                      asset real estate (as defined in 11 U.S.C.
                      Section 101(51B).  Its principal assets
                      are located at 56 Somers Street, Brooklyn,
                      NY 11233, which property is scheduled for
                      foreclosure.

Chapter 11 Petition Date: May 24, 2017

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

Debtor's Counsel: Michael B. Wolk, Esq.
                  THE LAW OFFICES OF MICHAEL B. WOLK, P.C.
                  515 Madison Avenue, Fifth Floor
                  New York, NY 10022
                  Tel: (212) 818-0400
                  Fax: (212) 818-0440
                  E-mail: michael.wolk@wolkgroup.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Eiton Itah, managing member.

A copy of the Debtor's list of three unsecured creditors is
available for free at http://bankrupt.com/misc/nysb17-11444.pdf


9800 WEDDINGS: Unsecured Creditors to Get Nothing Under Plan
------------------------------------------------------------
9800 Weddings, LLC, filed with the U.S. Bankruptcy Court for the
District of Arizona its proposed plan to exit Chapter 11
protection.

The plan of reorganization classifies all unsecured deficiency
claims and unsecured claims against the company in Class 5.

9800 Weddings estimated unsecured claims in the amount of $598,003,
which does not include any deficiency amounts for secured
creditors.  The Class 5 creditor is the primary principal of the
company who will receive no distribution.  

Meanwhile, the plan proposes to pay in full the claims of secured
creditors allowed by the bankruptcy court.

The infusion of monies into the reorganized company through capital
contributions is required in order for E. Joe May, 9800 Weddings'
primary principal, to retain his interest.  Mr. May will make a
capital contribution at confirmation of the plan.

Potential investors may be allowed to acquire a percentage of
interest or a percentage thereof in the reorganized company.  

The proceeds, in conjunction with the revenues from 9800 Weddings'
Tucson property and inherent future appreciation, will provide the
necessary funds to pay creditors under the plan, according to the
company's disclosure statement filed on May 16.

A copy of the disclosure statement is available for free at
https://is.gd/3l9YzQ

                    About 9800 Weddings LLC

9800 Weddings, LLC filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 17-01376) on Feb. 15, 2017.  The petition was signed by
Joe E. May, manager.  At the time of filing, the Debtor had
$800,000 in total assets and $1.26 million in total liabilities.
The case is assigned to Judge Brenda Moody Whinery.  The Debtor is
represented by Eric Slocum Sparks, Esq. at Eric Slocum Sparks, P.C.


A&J RENTALS: Seeks Authorization to Use Cash Collateral Thru July 6
-------------------------------------------------------------------
A & J Rentals, LLC, seeks authorization from the U.S. Bankruptcy
Court for the Western District of Virginia to use the cash
collateral for a term of thirty five days, until a full hearing can
be held on July 6, 2017 at 10:30 a.m.

The Debtor contends it is in the real estate business, and it does
not have sufficient funds to continue its operations without the
use of its rental income.  The Debtor further contends that these
funds are necessary for the continuation of its operations in the
ordinary course of business.

Accordingly, the Debtor desires to use its rental income for the
ordinary and necessary expenses of the Debtor, in particular
payroll, payroll taxes, utilities, insurance, and other operating
expenses. As set forth in its cash collateral budget, the Debtor
projects expenses in the aggregate sum of $5,500.

The Highlands Union Bank claims to hold a lien upon the rental
income of the Debtor.

The Debtor offers to provide Highlands Union Bank a continuing lien
on the postpetition rental income for the use of its current rental
income, and adequate protection payments on its debt during the
pendency of the case and as adequate protection for the cash
collateral used.

A full-text copy of the Debtor's Motion, dated May 23, 2017, is
available at https://is.gd/NVYSWr

A & J Rentals is represented by:

          Robert T. Copeland, Esq.
          COPELAND LAW FIRM, P.C.
          P.O. Box 1296
          Abingdon, VA 24212
          Telephone: (276) 628-9525
          Facsimile: (276) 628-4711

                       About A & J Rentals

A & J Rentals filed a Chapter 11 petition (Bankr. W.D. Va. Case No.
17-70692) on May 23, 2017.  The Debtor is represented by Robert T.
Copeland, Esq., at Copeland Law Firm, P.C.


ADEPTUS HEALTH: UCC Files 2019 Statement, Retains Akin Gump
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of ADPT DFW Holdings
LLC, et al., filed with the U.S. Bankruptcy Court for the Northern
District of Texas a verified statement pursuant to Bankruptcy Rule
2019, disclosing the economic interests held by each committee
member in relation to the Debtors.

The Committee disclosed that it has retained Akin Gump Strauss
Hauer & Feld LLP as counsel, which can be reached at:

     Sarah Link Schultz, Esq.
     Marty L. Brimmage, Esq.
     AKIN GUMP STRAUSS HAUER & FELD LLP
     1700 Pacific Avenue, Suite 4100
     Dallas, Texas 75201
     Tel: (214) 969-2800
     Fax: (214) 969-4343
     E-mail: sschultz@akingump.com
             mbrimmage@akingump.com

          -- and --

     David H. Botter, Esq.
     Alexis Freeman, Esq.
     AKIN GUMP STRAUSS HAUER & FELD LLP
     One Bryant Park, 44th Floor
     New York, NY 10036-6745
     Tel: (212) 872-1000
     Fax: (212) 872-1002
     E-mail: dbotter@akingump.com
             afreeman@akingump.com

The U.S. Trustee on May 1, 2017, appointed nine creditors to serve
on the Committee.  

The members, with the nature and amount of disclosable economic
interest, include:

     (1) DTPA and Putative Class Members -- class action claims
         for unliquidated amounts against Adeptus Health Inc.,
         Adeptus Health LLC, Adeptus Health Colorado Holdings LLC,

         and Adeptus Health Management LLC’s arising from causes

         of action for, among other things, fraud and deceptive
         trade practices;

     (2) Kimley-Horn and Associates, Inc. -- claims as a trade
         creditor and provider of civil engineering services in
         the approximate amount of $446,036.26, with potential
         lien rights;

     (3) Chandler Signs, LLC -- claims as a trade creditor and
         provider of signs in the approximate amount of
         $3,970,178.59;

     (4) Ascension Group Architects, LLC -- claims as a trade
         creditor and provider of architectural design services in

         the approximate amount of $2,141,348.48;

     (5) Workplace Solutions, Inc. -- claims as a trade creditor
         and provider of workplace services and equipment in the
         approximate amount of $1,304,906.75;

     (6) Roshal Imaging Services -- claims as a trade creditor and

         provider of diagnostic ultrasound services in the
         approximate amount of $573,200;

     (7) Henry Schein, Inc. -- claims as trade creditor and
         provider of medical supplies and equipment in the
         approximate amount of $297,781.84;

     (8) Active Imagination, Inc. -- claims as a trade creditor
         and provider of marketing and branding services in the
         approximate amount of $197,158.30; and

     (9) Maxim Healthcare Services, Inc. -- claims as a trade
         creditor and provider of staffing services in the
         approximate amount of $452,136.22.

The Committee Members hold unsecured claims against the Debtors'
estates arising from a variety of relationships, including as trade
creditors and class-action litigation plaintiffs.

                   About Adeptus Health

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

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

Judge Stacey G. Jernigan presides over the cases.

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

On May 1, 2017, a nine-member official unsecured creditors
committee was formed in the case.  The committee tapped Akin Gump
Strauss Hauer & Feld LLP as counsel.


APPLEWOOD CAFE: Wants Interim Use of Up to $13K Cash Collateral
---------------------------------------------------------------
Applewood Cafe, LLC, doing business as Apple Wood Cafe & Catering,
seeks authorization from the U.S. Bankruptcy Court for the Western
District of New York to use cash collateral in which the New York
State Department of Taxation and Finance has or claims liens.

The Debtor owns no real estate and its restaurant location is
leased. The depreciated value of the restaurant equipment and
inventory of the Debtor is currently worth less than $70,000 and it
has minimal traditional accounts receivable.

In the ordinary course of its business, the Debtor typically spends
approximately $28,000 to $30,000 per month on expenses.  During the
next two weeks, the Debtor estimates that it will incur
approximately $13,000 in ordinary course operating expenses for
wages, rent and supplies.

Accordingly, the Debtor seeks authorization to use cash collateral
to pay ongoing costs of operations in the ordinary course of its
business on a final basis, and allow the Debtor to use up to
$13,000 of cash collateral on an interim basis, until the time of
the final hearing on the Motion.

The Debtor believes that the secured claim of NYS Tax at this time
is approximately $120,000, which is secured by all real property
and personal property of a taxpayer.

The Debtor proposes to provide for the grant of rollover
replacement liens to NYS Tax, effective as of the Filing, to the
extent of cash collateral actually used. The Debtor also proposes
to make adequate protection payments to NYS Tax totaling $2,000,
commencing on June 10, 2017.

The Debtor submits that the proposed interim adequate protection
payment amount would almost fully pay NYS Tax's secured claim of
$100,000, plus interest at a rate of 7.5% per annum. The Debtor
also submits that the proposed Final Cash Collateral Order would
permit the Debtor to continue to use cash collateral of NYS Tax in
the ordinary course of the Debtor's business until such time as:
(1) NYS Tax's secured and priority unsecured claims are paid in
full; (2) the Debtor confirms a Chapter 11 Plan of Reorganization;
(3) a Chapter 11 Trustee is appointed; or (4) the case is converted
or dismissed.

A full-text copy of the Debtor's Motion, dated May 23, 2017, is
available at https://is.gd/OfF2C0

Proposed Attorneys for the Debtor:

          Daniel F. Brown, Esq.
          ANDREOZZI BLUESTEIN LLP
          9145 Main Street
          Clarence, New York 14031
          Direct Dial: (716) 235-5030
          Office Number: (716) 633-3200, Ext. 318
          Facsimile: (716) 633-0301
          E-mail: dfb@andreozzibluestein.com

                      About Applewood Cafe

Applewood Cafe, LLC, doing business as Apple Wood Cafe & Catering,
is a New York corporation which operates a restaurant and a
catering service located in Williamsville, New York.

Applewood Cafe, LLC, filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 17-11049) on May 19, 2017.  The petition was signed by
Rebecca L. Morgan, Member.  
The Debtor estimated $50,000 to $100,000 in assets and $100,000 to
$500,000 in liabilities.  The Debtor is represented by Daniel F.
Brown, Esq. at Andreozzi Bluestein LLP.


ASPEN COURT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Aspen Court, L.L.C.
        c/o Rolf Anderson, Registered Agent
        5N941 East RIdgewood Drive
        Saint Charles, IL 60175

Business Description: Aspen Court -- http://www.aspencourtwiu.com/

                      -- owns an apartment community located at
                      1507 W. Jackson Street Macomb, IL 61455,
                      with four convenient locations within
                      walking distance to the Western Illinois
                      University Campus.  Aspen Court offers floor

                      plans that accommodate all types of
                      residents.  It is the only apartment
                      community in Macomb to offer 1, 2, and 3
                      bedroom apartments and 4 bedroom townhomes.
                      Each apartment has a bathroom for every
                      bedrooom!  Its complex has just recently
                      been constructed and contains all of the
                      newest construction and communication
                      technology.  Every apartment comes with
                      High-Speed Fiber Optic Internet included
                      with data jacks in every bedroom and living
                      room.

Case No.: 17-16064

Chapter 11 Petition Date: May 24, 2017

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

Judge: Hon. Timothy A. Barnes

Debtor's Counsel: David K Welch, Esq.
                  CRANE, HEYMAN, SIMON, WELCH & CLAR
                  135 S Lasalle St, Suite 3705
                  Chicago, IL 60603
                  Tel: 312 641-6777
                  Fax: 312 641-7114
                  E-mail: dwelch@craneheyman.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Jonathan Sauser as member and designated
representative.

Debtor's List of 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Western Courier                                           $1,577

Sears                                                     $2,678

Maintenance USA                                           $1,455

Waste Management                                          $1,157

Lambasio Plumbing                                         $1,007

Lucie, Scalf & Bougher                                      $975

Ameren Illinois                                           $9,641

Comcast                                                     $583

Munson's Water Conditioning Pool & Spas                     $888

City of Macomb Water Department                             $814

West Side Lumber                                            $697

McDonough County Voice                                      $685

Connor Co.                                                $1,094

Security Alarm                                              $572

Frontier                                                    $550

apartments.com                                              $399

Hub Printing                                                $365

Yellow Pages Unlimited                                      $318

Reliable Pest                                               $313

Arnold Brothers Heating & Cooling                           $357


AVAYA INC: Franklin Mutual, Highland Lead Crossover Group
---------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the Ad Hoc Crossover Group submitted on April 24, 2017, a verified
statement in the Chapter 11 cases of Avaya Inc., et al.,
disclosing, among other things that they are comprised of holders
of:

    (i) 33.98% of the $3.235 billion total amount outstanding under
loans issued pursuant to a Third Amended and Restated Credit
Agreement, amended and restated as of December 12, 2012 (the
"Prepetition Cash Flow Term Loans");

   (ii) 28.38% of the $1.009 billion total principal amount
outstanding under notes issued pursuant to an indenture for the
7.00% Senior Secured Notes Due 2019 (the "7.00% First Lien
Notes");

  (iii) 12.82% of the $290 million total principal amount
outstanding under notes issued pursuant to an indenture for 9.00%
Senior Secured Notes Due 2019 (the "9.00% First Lien Notes");

   (iv) 83.70% of the $1.384 billion total amount outstanding under
notes issued pursuant to an indenture for 10.5% Senior Secured
Notes Due 2021 (the "Second Lien Notes"); and

    (v) 24% of the $725 million outstanding under loans issued
under the Debtors' debtor-in-possession financing (the "DIP
Facility") pursuant to a Superpriority Secured Debtor-In-Possession
Credit Agreement, dated as of January 24, 2017.

The Ad Hoc Group retained Stroock & Stroock & Lavan LLP as counsel
in connection with a potential restructuring of the outstanding
debt obligations of the Debtors and their subsidiaries and
affiliates.

Counsel to the Ad Hoc Crossover Group can be reached at:

         Kristopher M. Hansen, Esq.
         Sayan Bhattacharyya, Esq.
         Gabriel E. Sasson, Esq.
         STROOCK & STROOCK & LAVAN LLP
         180 Maiden Lane
         New York, New York 10038-4982
         Telephone: (212) 806-5400
         Facsimile: (212) 806-6006

As of April 24, 2017, members of the Ad Hoc Crossover Group and
their economic interest are:

  1. Alden Global Capital LLC
     885 Third Avenue
     New York, NY 10022
     $44,969,848 of Prepetition Cash Flow Term Loans
     $12,000,000 of 7.00% First Lien Notes
     $48,000,000 of Second Lien Notes

  2. AllianceBernstein L.P.
     1345 Avenue of the Americas
     New York, NY 10105
     $36,494,693 of Prepetition Cash Flow Term Loans
     $75,700,000 of 7.00% First Lien Notes
     $1,190,000 of 9.00% First Lien Notes
     $101,048,000 of Second Lien Notes
     $5,100,000 of DIP Loans

  3. Avenue Capital Management II, L.P.3
     399 Park Avenue, 6th Floor
     New York, NY 10022
     $68,173,000 of Second Lien Notes
     $7,100,000 of DIP Loans

  4. Capital Ventures International
     c/o Susquehanna Advisors Group, Inc.
     401 City Avenue, Suite 220
     Bala Cynwyd, PA 19004
     $3,000,000 of 7.00% First Lien Notes
     $6,000,000 of 9.00% First Lien Notes

  5. CVI Opportunities Fund I, LLLP
     c/o Susquehanna Advisors Group, Inc.
     401 City Avenue, Suite 220
     Bala Cynwyd, PA 19004
     $22,000,000 of 7.00% First Lien Notes
     $29,000,000 of 9.00% First Lien Notes
     $50,012,750 of Second Lien Notes

  6. CVI Opportunities Fund II, LLLP
     c/o Susquehanna Advisors Group, Inc.
     401 City Avenue, Suite 220
     Bala Cynwyd, PA 19004
     $5,000,000 of 7.00% First Lien Notes

  7. Franklin Mutual Advisers, LLC
     101 John F. Kennedy Pkwy #5
     Short Hills, NJ 07078
     $584,877,955 of Prepetition Cash Flow Term Loans
     $135,144,000 of 7.00% First Lien Notes
     $523,747,380 of Second Lien Notes
     $67,200,000 of DIP Loans

  8. Greenlight Capital, Inc.
     2 Grand Central Tower
     New York, NY 10017
     $215,000,000 of Second Lien Notes

  9. Highland Capital Management, L.P.
     300 Crescent Court, Suite 700
     Dallas, TX 75201
     $215,087,248 of Prepetition Cash Flow Term Loans
     $56,071,625 of Second Lien Notes
     $46,906,129 of DIP Loans

10. PGIM, Inc.
     Prudential Tower
     655 Broad Street, 8th Floor
     Newark, NJ 07102
     $33,601,680 of Prepetition Cash Flow Term Loans
     $32,800,000 of Second Lien Notes
     $8,411,579 of DIP Loans

11. Symphony Asset Management LLC
     555 California Street
     San Francisco, CA 94104
     $184,288,751 of Prepetition Cash Flow Term Loans
     $33,560,000 of 7.00% First Lien Notes
     $1,000,000 of 9.00% First Lien Notes
     $63,535,000 of Second Lien Notes
     $39,303,179 of DIP Loans

                     About Avaya Inc.

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

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

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

Judge Stuart M. Bernstein presides over the cases.

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

On Jan. 31, 2017, the U.S. Trustee for Region 2, appointed an
official committee of unsecured creditors.  Morrison & Foerster is
the creditors committee's counsel.


AVAYA INC: In Talks With Creditors Group, Receives Plan Proposal
----------------------------------------------------------------
Avaya Inc. entered into separate confidentiality agreements
effective as of May 16, 2017, with certain members of an ad hoc
group of certain first and second lien creditors of the Company.

In connection with the Company's ongoing discussions with the Ad
Hoc Crossholder Group regarding potential restructurings and
strategic alternatives, the Company received a proposal from the Ad
Hoc Crossholder Group regarding an alternative Chapter 11 plan of
reorganization.

The Plan Term Sheet dated May 16, 2017, describes a potential Joint
Chapter 11 Plan of Reorganization for Avaya Inc. and its affiliated
Debtors.  The Term Sheet is merely an expression of interest to be
used for discussion purposes in connection with a comprehensive
compromise among the Debtors and the Ad Hoc Crossholder Group.

The Plan Term Sheet contemplates entry of a Restructuring Support
Agreement, which would provide that the Debtors will file a Plan
that provides for (1) prior to the occurrence of a Toggle Event,
the consummation of the sale of the Debtors' contact center
business to a stalking horse purchaser and the reorganization of
the Debtors' remaining assets, or (2) after the occurrence of a
Toggle Event, the reorganization of the Debtors' entire business on
a stand-alone basis, in each case on terms consistent with the Term
Sheet.

The RSA proposed by the Crossover Group contains the following
milestones:

  (1) The Debtors will have filed the Plan and related disclosure
      statement with the Bankruptcy Court no later than 14 days
      following the execution of the RSA;

  (2) The Pension Settlement will have been accepted by the PBGC
      no later than the deadline set for objections to approval
      of the Disclosure Statement;

  (3) An order approving the Disclosure Statement will have been
      entered no later than 40 days following the date upon which
      the Disclosure Statement is filed;

  (4) An order confirming the Plan will have been entered no
      later than 45 days following the date upon which the
      Disclosure Statement Order is entered;

  (5) The effective date of the Plan will have occurred no later
      than 14 days following the date upon which the Confirmation
      order becomes a final order.

Toggle Event will mean any of the following events unless waived or
extended in writing by the Requisite Consenting Creditors:

  (1) A stalking horse purchase agreement for the sale of the
      Contact Center at a minimum purchase price of $3,800 million
      and in form and substance acceptable to the Debtors
      and the Requisite Consenting Creditors will not have
      been executed within 30 days following the execution
      of the RSA or, once executed, the Stalking Horse
      Purchase Agreement will be terminated in accordance
      with its terms;

  (2) An order approving the SaleCo Transaction will not
      have been entered within 60 days following the execution
      of the Stalking Horse Purchase Agreement; or

  (3) A SaleCo Transaction will not have been consummated
      within ___ days following the entry of the Sale Order.

A full-text copy of the Proposed Plan Term Sheet is available for
free at https://is.gd/roigL6

                     About Avaya Inc.

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

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

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

Judge Stuart M. Bernstein presides over the cases.

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

On Jan. 31, 2017, the U.S. Trustee for Region 2, appointed an
official committee of unsecured creditors.  Morrison & Foerster is
the creditors committee's counsel.


AVAYA INC: Treatment of Claims Under Proposed Alternative Plan
--------------------------------------------------------------
According to documents filed with the Securities and Exchange
Commission, in connection with ongoing discussions with members of
an ad hoc group of certain first and second lien creditors ("Ad Hoc
Crossholder Group") regarding potential restructurings and
strategic alternatives, Avaya Inc. received a proposal from the Ad
Hoc Crossholder Group regarding an alternative Chapter 11 plan of
reorganization.

The terms of the proposed Chapter 11 plan envisioned by the Ad Hoc
Crossholder Group are detailed in a proposed Plan Term Sheet.

The Plan Term Sheet describes a potential Joint Chapter 11 Plan of
Reorganization for Avaya to be co-sponsored by the Ad Hoc
Crossholder Group.  The potential plan provides for two scenarios:


     (1) prior to the occurrence of a "toggle event", the
consummation of the sale of the Debtors' contact center business
for at least $3.8 billion to a stalking horse purchaser and the
reorganization of the Debtors' remaining assets ("SaleCo
Transaction"), or

     (2) after the occurrence of a "toggle event", the
reorganization of the Debtors' entire business on a stand-alone
basis ("WholeCo Restructuring").

The Ad Hoc Crossholder Group's proposed plan offers to treat claims
and interests as follows:

   * ADMINISTRATIVE AND PRIORITY CLAIMS: Administrative and
priority claims will be paid in full in cash.

   * FIRST LIEN CLAIMS: Claims in respect of the cash flow credit
facility will be allowed in the amount of $3.235 billion, claims in
respect of the 7.00% first lien notes will be allowed in an amount
of $1.009 billion, the claims in respect of 9.00% first lien notes
will be allowed in an aggregate amount of $290 million.  The claims
will be treated as follows:

      (i) In a SaleCo Transaction, holders of the first lien claims
will receive cash, new first lien take-back debt, and new second
lien take-back debt.  To the extent the cash and debt is not
sufficient to provide at least at [94%] recovery, the holders will
have the option to elect to receive a pro rata distribution of the
Reorganized RemainCo Common Stock at a [25%] discount.  The equity
option will be backstopped by the members of the Ad Hoc Crossholder
Group.

     (ii) In a WholeCo Restructuring, holders of the first lien
claims will receive cash, new first lien take-back debt, and
[81.2]% of the common stock of the reorganized Debtors.

   * OTHER SECURED CLIAMS: Holders of other secured claims are
unimpaired.

   * DIP FACILITY CLAIMS:  DIP facility claims will be paid in full
in cash and all outstanding letters of credit will be replaced
under an exit revolver on the Effective Date.

   * SECOND LIEN NOTES: Claims in respect of the second lien notes
will be allowed in an aggregate amount of $1.440 billion, will be
satisfied as follows:

      (i) In a SaleCo Transaction, holders of second lien claims
will receive their pro rata share of [95.8]% of the common stock of
the reorganized Debtors following consummation of a SaleCo
Transaction (the "Reorganized RemainCo Common Stock"), subject to
dilution.

     (ii) In a WholeCo Restructuring, holders of second lien claims
will receive their pro rata share of [18.0]% of the Reorganized
WholeCo Common Stock, subject to dilution.

   * GENERAL UNSECURED CLAIMS:

      (i) In a SaleCo Transaction, holders of general unsecured
claims will receive their pro rata share of [4.2]% of the
Reorganized RemainCo Common Stock, subject to dilution

     (ii) In a WholeCo Restructuring, holders of general unsecured
claims will receive their pro rata share of [0.8]% of the
Reorganized WholeCo Common Stock, subject to dilution.

   * Existing Equity.  No recovery for existing equity holders.

According to the Plan Term Sheet, the Debtors and the requisite
consenting creditors will negotiate a settlement with the PBGC,
pursuant to which the reorganized Debtors will honor the Avaya
Inc., pension Plan ("Union Plan"), and the PBGC will agree to
effectuate an involuntary termination of the Avaya Inc. Pension
Plan for Salaried Employees ("Salaried Plan").  To the extent the
PBGC accepts a pension settlement, the reorganized Debtors will
provide follows: (a) in a SaleCo Transaction, cash in an amount of
$100 million and a third-lien note with principal amount of $150
million, a maturity date that is 7 years, and a cash interest rate
of 7%, or (b) in a WholeCo Transaction, a second-lien note with
principal amount of $250 million, a maturity date that is 7 years,
and a cash interest rate of 7%.

A full-text copy of the Plan Term Sheet is available for free at:
https://is.gd/roigL6

                     About Avaya Inc.

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

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

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

Judge Stuart M. Bernstein presides over the cases.

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

On Jan. 31, 2017, the U.S. Trustee for Region 2, appointed an
official committee of unsecured creditors.  Morrison & Foerster is
the creditors committee's counsel.

Stroock & Stroock & Lavan LLP and Rothschild, Inc., serve as
advisors to an ad hoc group -- Ad Hoc Crossholder Group --
comprised of holders of the Company's (i) 33.98% of the $3.235
billion total amount outstanding under loans issued pursuant to a
Third Amended and Restated Credit Agreement, amended and restated
as of December 12, 2012 (the "Prepetition Cash Flow Term Loans");
(ii) 28.38% of the $1.009 billion total principal amount
outstanding under notes issued pursuant to an indenture for the
7.00% Senior Secured Notes Due 2019 (the "7.00% First Lien Notes");
(iii) 12.82% of the $290 million total principal amount outstanding
under notes issued pursuant to an indenture for 9.00% Senior
Secured Notes Due 2019 (the "9.00% First Lien Notes"); (iv) 83.70%
of the $1.384 billion total amount outstanding under notes issued
pursuant to an indenture for 10.5% Senior Secured Notes Due 2021
(the "Second Lien Notes"); and (v) 24% of the $725 million
outstanding under loans issued under the Debtors'
debtor-in-possession financing (the "DIP Facility") pursuant to a
Superpriority Secured Debtor-In-Possession Credit Agreement, dated
as of January 24, 2017.


BALLANTYNE STRONG: Receives NYSE Listing Non-Compliance Notice
--------------------------------------------------------------
Ballantyne Strong, Inc., a holding company with diverse business
activities focused on serving the cinema, retail, financial and
government markets, on May 22, 2017, made an announcement about
non-compliance with NYSE MKT listing requirements.

For the reasons previously disclosed in its Current Report on Form
8-K, dated May 11, 2017 (the "8-K"), and in its Form 12b-25, dated
May 11, 2017 (the "12b-25" and, together with the 8-K, the "Prior
Filings"), Ballantyne Strong, Inc. (the "Company") has not timely
filed with the U.S. Securities and Exchange Commission (the "SEC")
its quarterly report on Form 10-Q for the quarter ended March 31,
2017 (the "Form 10-Q"), pending the completion of a review and
restatement of its consolidated financial statements for the year
ended December 31, 2016.  As disclosed in the Prior Filings, the
Company, in consultation with its independent registered public
accounting firm, BDO USA, LLP, has been working diligently to
complete the steps necessary in order to file its Form 10-Q as soon
as practicable.

As a result of the delayed Form 10-Q filing, the Company received a
letter from the NYSE MKT stock exchange on May 18, 2017, indicating
that the Company is not in compliance with NYSE MKT's continued
listing requirements under the timely filing criteria outlined in
Sections 134 and 1101 of the NYSE MKT Company Guide. The letter
states that the Company must submit a plan by June 19, 2017
advising of actions it has taken or will take to regain compliance
with the continued listing standards by November 20, 2017, and if
the Company fails to submit a plan or the plan is not accepted,
delisting proceedings will commence.  The letter states that if the
Company fails to regain compliance with the NYSE MKT rules prior to
the compliance deadline, or fails to make progress consistent with
the plan during the plan period, NYSE MKT staff will immediately
reassess the Company's continued listing.

The Company can regain compliance with the NYSE MKT listing
standards at any time through November 20, 2017 by filing its Form
10-Q with the SEC.  As previously disclosed, the Company intends to
file the Form 10-Q promptly after the restatement is complete.
Upon making such filing, the Company expects to again be in
compliance with the continued listing requirements of NYSE MKT.

                     About Ballantyne Strong

Ballantyne Strong (NYSE MKT: BTN) --
http://www.ballantynestrong.com/-- and its subsidiaries engage in
diverse business activities including the design, integration and
installation of technology solutions for a broad range of
applications; development and delivery of out-of-home messaging,
advertising and communications; manufacturing of projection
screens; and providing managed services including monitoring of
networked equipment.  The Company focuses on serving the cinema,
retail, financial, and government markets.


BCL ONE: Seeks Mid-January 2018 Plan Filing Period Extension
------------------------------------------------------------
BCL One, LLC requests the U.S. Bankruptcy Court for the Middle
District of North Carolina to extend the exclusive period for
filing a plan of reorganization through and including January 13,
2018.

The Debtor asserts that its efforts at increasing revenue, combined
with the contested issues existing in the ongoing litigation
between Yadkin Bank, the Debtor and other parties, will have a
direct impact on the Debtor's ability to produce a confirmable
plan.

The Debtor contends that it has been involved in the action titled
Yadkin Bank vs B. Clay Lindsay, Jr., Connie Lindsey, ESB
Corporation and BCL One, LLC, 16-CVS-5250, Wake County Superior
Court.

In addition, the foregoing case is associated with two other
pending lawsuits, Yadkin Bank vs Summit Developers, Inc., and B.
Clay Lindsay, Jr., Case Number 16-CVS-1549, Wake County Superior
Court and Yadkin Bank vs Summit Developers, Inc. B. Clay Lindsay
Jr., Connie Lindsay, James L. Comadoll, Salisbury Millwork, Inc.,
Boxwood LLC and One Twenty LLC, 16-CVS-1550, Wake County Superior
Court.

The Debtor relates that on April 19, 2017, a Notice of Removal has
been filed removing the Wake County matter to the U.S. District
Court, Eastern District of North Carolina, Western Division as
civil case number 5:17-cv-184. Thereafter, the Debtor also relates
that a Motion to Transfer Venue has been filed seeking to transfer
the venue of the foregoing action to the U.S. District Court for
the Middle District of North Carolina.

The Debtor tells the Court that Yadkin Bank's actions are, in
essence, for the recovery of loan proceeds.  The Debtor also tells
the Court that these actions involve counterclaims against Yadkin
Bank for, perhaps other things, breach of contract, breach of the
implied duty of good faith and fair dealing, and breach of
fiduciary duty.  The Debtor submits that the issues involved in
these action are paramount to the formulation of a reorganization
plan for the Debtor.

The Debtor relates that it is a single asset real estate case, and
its sole asset is a two commercial office spaces located in
downtown Salisbury, North Carolina, which is rented to its new
tenant, Salisbury Millwork, Inc.  The Debtor further relates that
Salisbury Millwork is attempting to expand its business operations
and will require a substantial portion of the two rental spaces.

The Debtor believes that it is possible to market additional office
space to other tenants as well, but given the timing of the case,
the Debtor has not had the opportunity to procure additional
tenants at present.

The Debtor submits that the location of its real estate in downtown
Salisbury is both valuable and desirable. In addition, the Debtor
submits that its efforts in procuring a new tenant, and in
searching for additional tenants, constitute factors that warrant
some allotment of time to allow it to complete the process, and
formulate and prepare to execute a plan of reorganization.

The Debtor claims that its income consists solely of the rental
income from its real property, and it expects to obtain any future
or additional leases that would contain similar terms with the
existing lease with Salisbury Millwork. Although the Debtor's
expenses are substantially limited, the Debtor believes that once
appropriate tenancy is obtained, the Debtor will be able to remain
current on its obligations.

                        About BCL One LLC

Headquartered in Salisbury, North Carolina, BCL One, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. M.D.N.C. Case No.
17-50141) on Feb. 13, 2017, estimating its assets and liabilities
at between $1 million and $10 million each.  The petition was
signed by B. Clay Lindsay, Jr., authorized representative.

Judge Lena M. James presides over the case.

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


BELLS FOOD: Has Final Approval to Use Cash Collateral
-----------------------------------------------------
Judge Carl L. Bucki of the U.S. Bankruptcy Court for the Western
District of New York entered a Final Order authorizing Bells Food
Center of Albion NY, Inc., to use cash collateral in which KeyBank,
U.S. Bank Equipment Finance, American Express Bank, FSB CanCapital,
Western Union Financial Services and Frank Daniel Floyd and Colette
Pawlak Floyd have or claim liens.

The Debtor is authorized to use cash collateral in accordance with
the 13-week cash flow estimate that was filed with the Court in
support of its Motion, and subsequent 13-week cash flow estimates
filed with the Court in order to extend the use of cash collateral
beyond the weekly cash flow estimates previously filed with the
Court, within a 5% variance.

KeyBank, U.S. Bank, American Express, CanCapital, Western Union and
the Floyds are granted rollover replacement liens in post-petition
assets of the Debtor of the same relative priority and on the same
types and kinds of collateral as they possessed prepetition, as the
same may ultimately be determined, to the extent of cash collateral
actually used by the Debtor.

As additional adequate protection to KeyBank, the Debtor is
directed to make monthly adequate protection payments in a sum
equal to the amount calculated by multiplying the outstanding
principal balance of the line of credit by Prime plus 0.5%,
commencing on June 1, 2017.

A full-text copy of the Final Order, dated May 23, 2017, is
available at https://is.gd/tCoOPE

                 About Bells Food Center of Albion

Bells Food Center of Albion NY, Inc., d/b/a Bells Food Center,
d/b/a Save-A-Lot, d/b/a Bell's Food Center of Albion, N.Y., Inc.,
d/b/a Pawlaks Save A Lot, is engaged in the grocery store business.
It is a small business debtor as defined in 11 U.S.C. 101(51D).

Bells Food Center of Albion NY filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 17-10953), on May 8, 2017.  Jerome F. Pawlak,
president, signed the petition.  As of the bankruptcy filing, the
Debtor disclosed $369,526 in assets and $1.72 million in
liabilities.  The Hon. Michael J. Kaplan is the case judge.  The
Debtor is represented by Beth Ann Bivona, Esq. and John R. Weider,
Esq. at Barclay Damon LLP.  


BOXWOOD LLC: Asks Court to Move Plan Filing Period to January 2018
------------------------------------------------------------------
Boxwood, LLC requests the U.S. Bankruptcy Court for the Middle
District of North Carolina to extend the exclusive period during
which only the Debtor may file a plan of reorganization through and
including January 13, 2018.

The Debtor contends that it has been involved in the action titled
Yadkin Bank vs Summit Developers, Inc. B. Clay Lindsay Jr., Connie
Lindsay, James L. Comadoll, Salisbury Millwork, Inc., Boxwood LLC
and One Twenty LLC, 16-CVS-1550, Wake County Superior Court.

In addition, the foregoing case is associated with two other
pending lawsuits, Yadkin Bank vs Summit Developers, Inc., and B.
Clay Lindsay, Jr., Case Number 16-CVS-1549, Wake County Superior
Court and Yadkin Bank vs B. Clay Lindsay, Jr., Connie Lindsey, ESB
Corporation and BCL One, LLC, 16-CVS-5250, Wake County Superior
Court.

Recently, the Debtor relates that on April 19, 2017, a Notice of
Removal has been filed removing the Wake County matter to the U.S.
District Court, Eastern District of North Carolina, Western
Division as civil case number 5:17-cv-183. Thereafter, the Debtor
also relates that a Motion to Transfer Venue has been filed seeking
to transfer the venue of the foregoing action to the U.S. District
Court for the Middle District of North Carolina.

The Debtor tells the Court that Yadkin Bank's actions are, in
essence, for the recovery of loan proceeds. The Debtor also tells
the Court that these actions also involve counterclaims against
Yadkin Bank's for, perhaps other things, breach of contract, breach
of the implied duty of good faith and fair dealing, and breach of
fiduciary duty. Accordingly, the Debtor submits that the issues
involved in these action are paramount to the formulation of a plan
of reorganization for the Debtor.

Part of the reorganization of the business necessitates the
establishment of a consistent stream of income from the services
which the debtor is actively attempting to build. However, the
Debtor submit that these efforts at marketing these operations
constitute a factor that warrants some allotment of time for the
debtor to formulate and prepare to execute a Plan.

The Debtor claims that its principal assets involves multiple
tracts of real property constituting a historical estate property,
and this property is presently used as (1) a wedding and other
special events venue; (2) for corporate retreats and events; and
(3) the development of a bed and breakfast service.

The Debtor relates that it has begun marketing the venue with
increasing success, it has also started offering some rental items
(tables, chairs, etc.) for use at the venue, and the bed and
breakfast and corporate retreat events are also performed directly
through the Debtor to increase revenues.

The Debtor submits that it has made some attempts at mediation with
Yadkin Bank in the state court proceeding, and its initial
discussions with Yadkin Bank since the bankruptcy filing have
indicated that Yadkin Bank likewise appreciate the opportunity to
further negotiate this matter. The Debtor anticipates progress in
negotiations, and believes that an eventual mediation of the matter
will provide a much more effective resolution than will litigation
of the issues.

The Debtor submits that given the critical nature of the
determination of the ongoing litigation, there remains an important
and unresolved contingency issues that would substantially impact
on the formulation of any plan of reorganization.

                        About Boxwood LLC

Headquartered in Salisbury, North Carolina, Boxwood, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. M.D. N.C. Case No.
17-50142) on Feb. 13, 2017, estimating its assets and liabilities
at between $1 million and $10 million.  The petition was signed by
B. Clay Lindsay, Jr., authorized representative.

Judge Lena M. James presides over the case.  The Debtor listed
Yadkin Bank as its unsecured creditor holding a claim of $63,517.

The Debtor is represented by Brian Hayes, Esq. at Ferguson, Hayes,
Hawkins & DeMay, PLLC.

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


BRANDON DORTCH: CPSI, Ford Motor Oppose Approval of Plan Outline
----------------------------------------------------------------
An unsecured creditor of Brandon Dortch Farms LLC asked a
bankruptcy court to deny the disclosure statement, which explains
the company's Chapter 11 plan, saying it does not provide "adequate
information" to creditors.

In a filing with the U.S. Bankruptcy Court for the Southern
District of Alabama, Crop Production Services, Inc., cited the lack
of information regarding the claims asserted by secured creditors
against the company's principal.

"The debtor should disclose each contract in which Timothy Brandon
Dortch is the sole obligor, the property which secures the claim,
the amount to be paid to each claimant, and the terms of the
proposed payment," Crop Production said.

"The plan proposes to pay creditors, which apparently do not hold a
claim against this debtor," it said.  

Crop Production also criticized the company for not providing
"sufficient financial information" in its disclosure statement.

The proposed disclosure statement had also drawn objection from
Ford Motor Credit Company, which asserts a claim secured by a
vehicle owned by Brandon Dortch.  

Crop Production is represented by:

     C. Michael Smith, Esq.
     Paul and Smith, P.C.
     150 South Dearborn Street
     Mobile, AL 36602
     Phone: (251) 433-0588

Ford Motor is represented by:

     Leonard N. Math, Esq.
     Chambless Math Carr, P.C.
     P.O. Box 230759
     Montgomery, AL 36123-0759
     Phone: (334) 272-2230
     Email: lmath@chambless-math.com

                   About Brandon Dortch Farms

Headquartered in Bay Minette, Alabama, Brandon Dortch Farms, LLC is
engaged in the farming business. The Debtor plants, grows and
harvests several crops, including cotton, peanuts, corn, soybeans
and certain "truck" crops on land owned by the Debtor and on rented
land.  In order to operate the farm, the Debtor must incur expenses
for seed, fertilizer, chemicals, fuel, insurance, land rent,
equipment maintenance and repairs, among others.

Brandon Dortch Farms filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Ala. Case No. 15-03885) on Nov. 25, 2015, listing
$4.55 million in total assets and $8.23 million in total
liabilities.  The petition was signed by Timothy Brandon Dortch,
managing member.

Judge Henry A. Callaway presides over the case.  Lawrence B. Voit,
Esq., at Silver, Voit & Thompson P.C., serves as the Debtor's
bankruptcy counsel.

On April 7, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.


CARAVAN II: Court Extends Plan Filing Deadline Through July 14
--------------------------------------------------------------
Judge Jeffery A. Deller of the U.S. Bankruptcy Court for the
Western District of Pennsylvania has extended the time for Caravan
II LLC to file its Disclosure Statement and Plan of Reorganization
through July 14, 2017.

The Troubled Company Reporter has previously reported that the
Debtor sought exclusivity extension, telling the Bankruptcy Court
that, currently, it has been evaluating ways to increase revenues
in order to allow it to file a feasible plan.

                     About Caravan II

Caravan II LLC filed a Chapter 11 petition (Bankr. W.D. Pa. Case
No. 16-21471), on April 18, 2016, disclosing an estimated assets of
less than $50,000 and estimated liabilities ranging from $100,000
to $500,000.  The petition was signed by one of the Company's
member, Linda J. Menichino. The Debtor counsel is represented by
Robert O Lampl, Esq., at Robert O Lampl, Attorney at Law.


CHESAPEAKE ENERGY: Amends 2014 Credit Pact to Remove Requirement
----------------------------------------------------------------
Chesapeake Energy Corporation entered into a fourth amendment to
its senior revolving credit agreement, dated Dec. 15, 2014, by and
among: (i) the Company, as borrower; (ii) MUFG Union Bank N.A., as
the administrative agent, a swingline lender and a letter of credit
issuer; and (iii) certain other lenders.  Among other things, the
Amendment removes the requirement that the Company must
concurrently prepay, repurchase or redeem or otherwise defease at
least an equal amount of other borrowed money indebtedness with a
stated maturity prior to Dec. 15, 2019, if it optionally prepays,
repurchases or redeems or otherwise defeases other borrowed money
indebtedness with a stated maturity after Dec. 15, 2019.

MUFG Union Bank N.A. and Wells Fargo Bank Securities, LLC are joint
lead arrangers and joint bookrunners for the Credit Agreement.  The
lead arrangers and certain of the lenders party to the Credit
Agreement, and their respective affiliates, have performed, and may
in the future perform, various commercial banking, investment
banking and other financial advisory services for the Company and
its subsidiaries for which they have received, and will receive,
customary fees and expenses.

                   About Chesapeake Energy

Chesapeake Energy Corporation (NYSE: CHK) is a petroleum and
natural gas exploration and production company headquartered in
Oklahoma City, Oklahoma.  The company was founded in 1989 by Aubrey
McClendon and Tom L. Ward with only a $50,000 initial investment.
As of Dec. 31, 2016, it owned interests in approximately 22,700 oil
and natural gas wells.  It has positions in resource plays of the
Eagle Ford Shale in South Texas, the Utica Shale in Ohio, the
Anadarko Basin in northwestern Oklahoma and the stacked pay in the
Powder River Basin in Wyoming.  Its natural gas resource plays are
the Haynesville/Bossier Shales in northwestern Louisiana and East
Texas and the Marcellus Shale in the northern Appalachian Basin in
Pennsylvania.

Chesapeake Energy reported a net loss available to common
stockholders of $4.92 billion on $7.87 billion of total revenues
for the year ended Dec. 31, 2016, compared to a net loss available
to common stockholders of $14.85 billion on $12.76 billion of total
revenues for the year ended Dec. 31, 2015.

As of March 31, 2017, Chesapeake had $11.69 billion in total
assets, $12.90 billion in total liabilities, and a $1.2 billion
total deficit.

                           *    *    *

In January 2017, S&P Global Ratings raised its corporate credit
rating on Chesapeake Energy to 'B-' from 'CCC+, and removed the
ratings from CreditWatch with positive implications where S&P
placed them on Dec. 6, 2016.  The rating outlook is positive.

In December 2016, Moody's upgraded Chesapeake's Corporate Family
Rating to 'Caa1' from 'Caa2', its second lien secured notes rating
to 'Caa1' from 'Caa2', and affirmed its senior unsecured notes
rating at 'Caa3'.


CLUB VILLAGE: Needs Additional 90 Days to File Chapter 11 Plan
--------------------------------------------------------------
Club Village, LLC requests the U.S. Bankruptcy Court for the
Southern District of Florida to extend its exclusivity period to
file a plan and disclosure statement for 90 days through and
including August 21, 2017, as well as its exclusivity period to
solicit acceptances to the plan for 90 days through and including
October 23, 2017, without prejudice to seeking further extensions.

The Debtor relates that the Court has recently entered an Order
approving the Compromise between the Debtor and its secured lender.
In addition, the Debtor is still analyzing claims to determine
various treatments and whether a plan will in fact be needed, or
whether the Debtor will seek voluntary dismissal.

Pursuant to the Court's prior Order granting the Debtor's Motion to
Extend Exclusivity Periods, the Debtor has the exclusive right to
file a plan of reorganization and to solicit acceptances through
and including May 22, 2017 and July 24, 2017, respectively.  

                    About Club Village

Club Village, LLC, a single asset real estate business based in
1601 NW 13 St., Boca Raton, Florida, filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 16-21497) on Aug. 22, 2016.  The
petition was signed by Fred DeFalco, managing member. The case is
assigned to Judge Erik P. Kimball.  The Debtor disclosed total
assets at $11.5 million and total debts at $11.2 million.

The Debtor is represented by Aaron A. Wernick, Esq., at Furr &
Cohen.  The Debtor engaged Andrew Sodl, Esq., at Akerman LLP as
special counsel; and Paul Rubin, EA, Mtax and Rubin & Associates,
CPA Firm, PA as accountants.

As of Jan. 10, 2017, no trustee, examiner or statutory committee
has been appointed in the Debtor's case.


CONCORDIA INTERNATIONAL: S&P Lowers CCR to 'CCC+'; Outlook Neg.
---------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Concordia
International Corp. to 'CCC+' from 'B-'.  The outlook is negative.

At the same time, S&P lowered its issue-level rating on the
company's secured debt to 'CCC+' from 'B-'.  S&P's recovery rating
on this debt remains '3', indicating expectations for meaningful
(50%-70%; rounded: 55%) recovery in the event of a payment default.
S&P also lowered its issue-level rating on the company's unsecured
debt to 'CCC-' from 'CCC'.  S&P's recovery rating on this debt
remains '6', indicating its expectation for negligible (0%-10%)
recovery for lenders in the event of payment default.

"The downgrade reflects the continued deterioration in Concordia's
operating results, and increased regulatory risk, which leads us zo
see heightened risk for a potential distressed exchange or debt
restructuring," said S&P Global Ratings credit analyst Kim Logan.
The company's North American (39% of revenues) and International
segments (61% of revenues) have underperformed our expectations
this quarter due to increased competition and difficult pricing
environments, leading to free cash flow shortfalls compared with
our base-case forecast.

Concordia's portfolio consists of a mix of products that, while
often no longer benefiting from patent protection, enjoy some
barriers to entry such as complex manufacturing or having a
well-known, long-established brand with prescribers.  Nonetheless,
the company has experienced increased competition and pricing
pressure across most of its North American portfolio, given the
heightened public scrutiny on pharmaceutical pricing as well as
increased leverage of pharmacy benefit managers and pharmaceutical
wholesalers in negotiating pricing.

The negative outlook reflects the company's very high leverage and
the likelihood that EBITDA and cash flows will remain under
pressure over the next year given current competitive pressures and
the difficult regulatory environment.  It also reflects S&P's
belief that Concordia's ample cash balances could support the
company for at least the next year, but that the company's current
debt levels may not be sustainable over the longer term.

S&P continues to expect that Concordia's leverage will remain above
10x over the next 12 months, but S&P expects that the company has
enough liquidity to meet its financial obligations over this
timeframe.

S&P could lower the rating if it sees heightened risk of a
distressed exchange or debt restructuring in the next 12 months.
S&P could also lower the rating if the company's cash balances
decline rapidly, leading S&P to question whether the company could
fund its operations over the next several quarters.  In S&P's view,
cash flow metrics could deteriorate rapidly as a result of further
adverse developments in the regulatory landscape, negative outcomes
from the pending CMA investigation, or additional significant
deterioration in its operating results.

S&P could revise the outlook to stable if it gains confidence that
there is reduced risk for a distressed exchange and that the
company can grow into its capital structure while managing
regulatory risk and competitive pressures.  S&P believes this would
require 2% revenue growth and flat margins resulting in over $100
million of free cash flow.


CURO FINANCIAL: Moody's Assigns Caa1 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a Caa1 corporate family rating
to Curo Financial Technologies Corp., with a stable outlook and
affirmed Curo Financial's Caa1 senior secured debt rating.

In the same rating action, Moody's withdrew the Caa1 corporate
family rating of Curo Group Holdings Corp.

Issuer: Curo Financial Technologies Corp.

- Senior Secured Regular Bond/Debenture, Caa1, Stable Affirmed

- LT Corporate Family Rating, Caa1, Stable Assigned

Outlook Actions:

-- Outlook, Remains Stable

The following rating was withdrawn:

Curo Group Holdings Corp

- Caa1 corporate family rating

- The outlook was changed to withdrawn from stable

RATINGS RATIONALE

The withdrawal of the Caa1 corporate family rating of Curo Group
Holdings Corp follows the entity's full repayment of its $125
million 2017 senior unsecured notes earlier this year. The new Caa1
corporate family rating assigned to Curo Financial Technologies
Corp., which is a main subsidiary of Curo Group Holdings Corp.,
reflects the new capital structure of the Curo family, with all
senior notes and other senior borrowings now residing at Curo
Financial. In addition to issuing $470 million senior secured notes
earlier this year, Curo Financial also maintains, through its own
subsidiaries, a $150 million SPV facility. Under the bond indenture
governing the senior secured notes, Curo Financial will be limited
in its ability to make capital distributions to its parent as long
as the bonds remain outstanding.

The affirmation of the existing senior secured rating of Caa1
reflects Curo Financial's strong profitability and moderate
leverage, yet a significant regulatory risk and business risk
related to the company transitioning its focus to
underwriting-based longer-term lending, further exacerbated by its
negative tangible common equity.

Curo Financial's ratings could be upgraded if it 1) demonstrates a
successful transition to underwriting-based installment lending, as
evidenced by solid and stable profitability with minimum amounts of
restructuring and other unforeseen operating expenses with
well-managed asset quality and sufficient liquidity and 2) builds
its tangible common equity to at least 4% of tangible assets.

Curo Financial's ratings could be downgraded if the company's
financial performance meaningfully deteriorates and its
capitalization weakens due to potential financial losses.

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


DOLPHIN DIGITAL: Posts $4.96 Million Net Income for First Quarter
-----------------------------------------------------------------
Dolphin Digital Media Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q for the year ended
March 31, 2017.  The Company was delayed in filing the Form 10-Q
because additional time was required by Company's management and
auditors to prepare certain financial information to be included in
that report.

Dolphin Digital reported net income of $4.96 million on $532,866 of
total revenue for the three months ended March 31, 2017, compared
to a net loss of $3.44 million on $17,278 of total revenue for the
same period in 2016.

As of March 31, 2017, Dolphin Digital had $34.27 million in total
assets, $35.67 million in total liabilities, and a total
stockholders' deficit of $1.39 million.

Cash flows provided by operating activities increased by
approximately $4.4 million from approximately $(0.6) million used
for operating activities during the three months ended March 31,
2016, to approximately $3.8 million provided by operating
activities during the three months ended March 31, 2017.  This
increase was primarily due to (i) $2.1 million of production tax
incentives received and (ii) approximately $2 million received from
accounts receivable related to Max Steel.

Cash flows from investing activities increased by approximately
$1.3 million during the three months ended March 31, 2017, as
compared to the same period in prior years primarily due to
restricted cash that became available and was used to pay a portion
of its debt.

Cash flows used for financing activities increased by approximately
$6 million during the three months ended March 31, 2017, from
approximately $0.9 million provided by financing activities during
the three months ended March 31, 2016, to approximately $5.1
million used for financing activities during the three months ended
March 31, 2017, mainly due to approximately $5.8 million used to
repay the debt related to the production, distribution and
marketing loans for Max Steel.

As of March 31, 2017, and 2016, the Company had cash available for
working capital of approximately $0.6 million and approximately
$0.7 million, respectively, and a working capital deficit of
approximately $19.8 million and approximately $31.4 million,
respectively.

As previously discussed, in connection with the 42West Acquisition,
the Company may be required to purchase from the sellers up to an
aggregate of 2,374,187 of their shares of Common Stock at a price
equal to $4.61 per share during certain specified exercise periods
up until December 2020.  Of that amount we may be required to
purchase up to 455,531 shares in 2017, for an aggregate of up to
$3.1 million.  On April 14, 2017, the sellers of 42West, exercised
put options in the aggregate amount of 86,764 shares of Common
Stock and were paid an aggregate total of $0.4 million.

The Company said these factors, along with an accumulated deficit
of $94.8 million, raise substantial doubt about its ability to
continue as a going concern.

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

                        https://is.gd/bu9amc

                        About Dolphin Digital

Coral Gables, Florida-based Dolphin Digital Media, Inc., is
dedicated to the twin causes of online safety for children and high
quality digital entertainment.  By creating and managing
child-friendly social networking websites utilizing
state-of-the-art fingerprint identification technology, Dolphin
Digital Media has taken an industry-leading position with respect
to internet safety, as well as digital entertainment.

Dolphin Digital reported a net loss of $37.19 million for the year
ended Dec. 31, 2016, following a net loss of $8.83 million for the
year ended Dec. 31, 2015.

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


DR. LUIS A VINAS: Can Continue Using Cash Collateral Until June 27
------------------------------------------------------------------
Judge Paul G. Hyman, Jr. of the U.S. Bankruptcy Court for the
Southern District of Florida authorized Dr. Luis A. Vinas, MD PA.,
to use cash collateral to fund ongoing ordinary and necessary
operations for the period commencing on May 16, 2017 and ending on
June 27, 2017.

The approved Budget provides estimated total expenses of
approximately $142,699. The Debtor is authorized to pay fees due to
the Clerk of the Court and to the U.S. Trustee.

As of the Petition Date, King's Cash Group, LG Lending LLC and
Pearl Capital Rivis Ventures, Bank United and On Deck Capital claim
a security interest in, among other things, the Debtor's accounts
and deposit accounts, or the cash collateral

King's Cash Group, LG Funding, Pearl Capital, Bank United and On
Deck Capital are each granted a lien on all property owned by the
Debtor, and/or acquired or generated post-petition by the Debtor's
continued operations, to the same extent, validity and priority, if
any, and of the same kind and nature as they had prior to the
filing of the Debtor's bankruptcy case.

The Debtor is directed to maintain all necessary insurances,
payment of which must also be included in the Budget.

A full-text copy of the Order, dated May 23, 2017, is available at

https://is.gd/0uQMPh

                About Dr. Luis A. Vinas, MD PA.

Dr. Luis A. Vinas, MD PA, is engaged in the health care business
and is 100% owned by Dr. Luis A. Vinas.  Dr. Vinas is Board
Certified by The American Board of Plastic Surgery.  For over two
decades, Dr. Vinas has been nationally recognized for his surgical
techniques and minimally invasive surgical procedures.  Dr. Vinas
is a plastic surgeon specializing in cosmetic and reconstructive
surgery including facelifts, tummy tucks, breast augmentation,
single-stage breast  reconstruction, liposuction, body contouring,
and anti-aging procedures.

Dr. Luis A. Vinas, MD PA, filed a Chapter 11 petition (Bankr. S.D.
Fla. Case No. 17-14765) on April 17, 2017.  Luis A Vinas, MD,
president and 100% owner, signed the petition.  The case is
assigned to Judge Paul G. Hyman, Jr.  The Debtor is represented by
Nicholas B. Bangos, Esq. at Nicholas B. Bangos, P.A.  At the time
of filing, the Debtor estimated assets of at least $50,000 and
liabilities ranging from $1 million to $10 million.


ECOSPHERE TECHNOLOGIES: Incurs $805,000 Net Loss in First Quarter
-----------------------------------------------------------------
Ecosphere Technologies, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q for the
quarter ended March 31, 2017.  The Company was unable to timely
complete the preparation of its Form 10-Q due to a delay in
completing certain accounting adjustments including derivative
accounting.

For the three months ended March 31, 2017, the Company reported a
net loss applicable to Company common stock of $805,019 on $1.31
million of total revenues for the three months ended March 31,
2017, compared to a net loss applicable to Company common stock of
$1.79 million on $6,980 of total revenues for the three months
ended March 31, 2016.

As of March 31, 2017, Ecosphere had $1.74 million in total assets,
$14.98 million in total liabilities, $3.98 million in total
redeemable convertible preferred stock, and a total stockholders'
deficit of $17.22 million.

As of May 15, 2017, Ecosphere had cash on hand of approximately
$60,000.  Due to the nature of its technology licensing business
model, Ecosphere presently does not have any regularly recurring
revenue.  Management believes that these factors raise substantial
doubt about the Company's ability to continue as a going concern
for a period of twelve months from the issuance date of this
Report.  To support its operations, the Company has a number of
plans to monetize its intellectual property.

In order to stay operational, the Company's principal lender has
continued to advance funds to the Company on an as needed basis.
During 2016, he has lent the Company $1.9 million represented by a
secured promissory note and convertible notes that are convertible
at $0.115 per share and due in December 2017, these notes are
secured by a variety of security interests on intellectual property
and other assets of the Company.  In addition, the Company's
principal lender lent the Company and SOGS $500,000 during 2017.
Until the Company can generate sufficient working capital to begin
to repay this indebtedness and other indebtedness, this lender has
rights, which are superior to the Company's shareholders as well as
other creditors.  

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

                      https://is.gd/Ni4B62

                  About Ecosphere Technologies

Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) --
http://www.ecospheretech.com/-- is a water engineering, technology
licensing and environmental services company that designs, develops
and manufactures wastewater treatment solutions for industrial
markets.  Ecosphere, through its majority-owned subsidiary
Ecosphere Energy Services, LLC, provides energy exploration
companies with an onsite, chemical free method to kill bacteria and
reduce scaling during fracturing and flowback operations.

Ecosphere reported a net loss of $7.973 million on $91,157 total
revenue for the year ended Dec. 31, 2016, compared with a net loss
of $23.06 million on $721,179 total revenue in 2015.

Salberg & Company, P.A., issued a "going concern" qualification on
the financial statements for the year ended Dec. 31, 2016.
Ecosphere reported a net loss of $7.973 million and $23.07 million
in 2016 and 2015, respectively, and cash used in operating
activities of $3.137 million and $1.762 million in 2016 and 2015,
respectively.  At Dec. 31, 2016, the Company had a working capital
deficiency, stockholders' deficit and accumulated deficit of $12.91
million, $15.95 million and $139.9 million, respectively.  These
matters raise substantial doubt about the Company's ability to
continue as a going concern.


ENABLE MIDSTREAM: S&P Affirms 'BB+' CCR & Revises Outlook to Pos.
-----------------------------------------------------------------
S&P Global Ratings said it affirmed its 'BB+' corporate credit and
issue-level ratings on Enable Midstream Partners L.P. and revised
the outlook to positive from stable.

At the same time, S&P affirmed the 'B' short-term rating on the
partnership's debt.  The recovery rating is '3', indicating S&P's
expectation for meaningful (50% to 70%, rounded estimate: 65%)
recovery in the event of a payment default.

"The positive rating outlook reflects our expectation that Enable
will continue to improve its scale over the next 12 months while
maintaining adequate liquidity and an adjusted debt-to-EBITDA ratio
in the 4x to 4.25x range," said S&P Global Ratings credit analyst
Mike Llanos.

S&P could revise the rating to stable if commodity prices
deteriorate or if volumes decline such that EBITDA continues to be
in the $800 million area.  S&P could also consider revising the
outlook to stable if the partnership adapts a more aggressive
financial policy, resulting in a sustained adjusted debt-to-EBITDA
ratio above 4.5x and a distribution coverage ratio below 1x.

S&P could raise the rating to 'BBB-' if the partnership can
successfully increase its scale and percentage of fee-based cash
flows as it maintains adjusted debt to EBITDA of about 4x and a
distribution coverage ratio above 1x.


ERIE STREET: Trustee Allowed to Use Deutsche Bank Cash Collateral
-----------------------------------------------------------------
Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Frances Gecker, solely as
Chapter 11 Trustee for Erie Street Investors, LLC and its
affiliated Debtors to use cash collateral.

Boardwalk Capital Holding, Ltd. has been retained by the Trustee as
the interim manager of the Erie/LaSalle/Clark Debtors.  Boardwalk
Capital is directed to send to the Trustee and Deutsche Bank every
invoice and request for payment within one business day after it
receives the invoice or request for payment.

Daniel J. Hyman of Millennium Properties Real Estate Inc. is the
receiver of George/Sheffield Debtors pursuant to the Orders
Appointing Receiver for Non-Residential Property entered in the
Circuit Court of Cook County, Illinois County Department, Chancery
Division in Case Nos. 2016 CH 11079 and 2016 CH 11080 on December
16, 2016.

The Receiver will continue to deposit rents and other Cash
Collateral in his bank accounts for the George/Sheffield Debtors,
and will continue to use Deutsche Bank's Cash Collateral in the
George/Sheffield Debtors' possession to pay post-petition expenses
to third parties in accordance with the Receiver Order.

The Trustee has established separate bank accounts for each of the
Debtors, and will deposit rents and other Cash Collateral in the
bank account associated with the Erie/LaSalle/Clark Debtors.

The authorization to use cash collateral will remain in effect
during the period the Receiver remains in possession and the period
Boardwalk remains as interim property manager.

The Trustee has entered into a Stipulation with Deutsche Bank Trust
Company Americas, as Trustee for the Registered Holders of
UBS-Citigroup Commercial Mortgage Trustee 2011-C1, Commercial
Mortgage PassThrough Certificates, Series 2011-C1, by Rialto
Capital Advisors LLC, Special Servicer and Attorney-in-Fact, and
Deutsche Bank Trust Company Americas, as Trustee for the Registered
Holders of UBS Commercial Mortgage Trust 2012-C1, Commercial
Mortgage Pass-Through Certificates, Series 2012-C1, by Rialto,
Special Servicer and Attorney-inFact for the use of cash
collateral.

Deutsche Bank and the Trustee has agreed on the use of cash
collateral to pay certain post-petition expenses to third parties
as is necessary to avoid immediate and irreparable harm to the
Debtors' estates, including real estate taxes and expenses related
to routine maintenance performed in the ordinary course of the
Debtors’ operations, as well as reasonable and necessary capital
expenditures for repair or maintenance.

Deutsche Bank and the Trustee has also agreed that no expenses will
be paid from the Deutsche Bank's cash collateral in the possession
of the Erie/LaSalle/Clark Debtors without the prior written
approval of both the Trustee and Deutsche Bank, or their authorized
representatives.

The Trustee and Deutsche Bank agree, to the extent that funds are
available in the Debtors' respective estates, the Trustee will make
monthly principal and interest payments to the Lender in accordance
with procedures to be agreed upon by the Trustee and the Lender.

Deutsche Bank is granted valid, perfected and enforceable
replacement liens and security interests in post-petition rents,
proceeds and any other cash collateral of the Debtors to the same
priority and to the same extent Deutsche Bank held prepetition
security interests in rents, proceeds and other cash collateral.

The Trustee will permit Deutsche Bank full and reasonable access to
the Real Property and permit Deutsche Bank to inspect, review and
photocopy or otherwise duplicate the Debtors' books and records, at
the Debtors' place of business.

A full-text copy of the Order, dated May 23, 2017, is available at

https://is.gd/qs0gAy

                   About Erie Street Investors

Erie Street Investors, LLC, and several affiliates filed separate
Chapter 11 bankruptcy petitions (Bankr. N.D. Ill. Lead Case No.
17-10554) on April 3, 2017.  The affiliates are LaSalle Investors,
LLC, WSC Parking Fund I, George Street Investors, LLC, and
Sheffield Avenue Investors, LLC.  The cases are jointly
administered.  Arthur Holmer, managing member of Weiland Ventures,
LLC, signed the petitions.

Erie Street Investors and LaSalle Investors each disclosed between
$10 million and $50 million in both assets and liabilities.  WSC
Parking Fund listed between $1 million and $10 million in both
assets and liabilities.

The cases are assigned to Judge Deborah L. Thorne.  The Debtors are
represented by Scott R Clar, Esq., at Crane, Heyman, Simon, Welch &
Clar.

The Court entered an order on May 16, 2017 approving the
appointment of Frances Gecker as Chapter 11 Trustee. The Chapter 11
Trustee retains Reed Heiligman, Esq. at FrankGecker LLP as her
counsel.


EVERETT'S AUTOMOTIVE: Has Final Okay to Use Cash Collateral
-----------------------------------------------------------
The Hon. LaShonda A. Hunt of the U.S. Bankruptcy for the Northern
District of Illinois authorized Everett's Automotive, LLC, to use
cash collateral on a final basis.

As adequate protection for any diminution in value of Liberty Bank
& Trust's interests in Liberty Bank & Trust's collateral, as of the
date of filing of the petition, Liberty Bank & Trust be, and is,
granted a postpetition lien on cash, accounts, accounts receivable
and proceeds, profits and income derived from such collateral to
the same extent, validity, priority and value of Liberty Bank
Trust's secured claim as of the date of filing, retroactive to
March 13, 2017.

As additional adequate protection, the Debtor be, and is,
authorized to pay to Liberty Bank & Trust the sum of $4,178 per
month, commencing April 1, 2017.

A copy of the final court order is available at:

          http://bankrupt.com/misc/ilnb17-07795-41.pdf

                   About Everett's Automotive

Everett's Automotive, LLC, d/b/a Midas Auto Service Experts, filed
a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-07795) on March
13, 2017.  Andrea Brown, Member, signed the petition.  The Debtor
is represented by Joel A. Schechter at the Law Offices of Joel A.
Schechter.  At the time of filing, the Debtor listed less than
$50,000 in estimated assets and $500,000 to $1 million in estimated
liabilities.


FRIENDSHIP VILLAGE: Has Final Nod to Use Cash Collateral
--------------------------------------------------------
The Hon. LaShonda A. Hunt of the U.S. Bankruptcy Court for the
Northern District of Illinois has entered a final order authorizing
Friendship Village of Mill Creek, NFP, to use cash collateral and
provide adequate protection to the bond trustee, UMB Bankr, N.A.

The Debtor is authorized to use, as cash collateral, any revenues
derived by the Debtor in the ordinary course of its business, all
accounts receivable held by the Debtor, and all amounts currently
held in the Debtor's operating accounts, until the earlier of (i)
the Debtor's ability to use cash collateral terminates as the
result of the occurrence of a termination event or (ii) Aug. 11,
2017, but only on the terms of the final court order.

In consideration of the Debtor's use of cash collateral and the
diminution in its prepetition bond collateral on and after the
Petition Date, on or before the 15th day of each month, the Debtor
will make an adequate protection payment in the amount of $50,000
to the Bond Trustee.

As further adequate protection for any diminution in the value of
cash collateral and other prepetition bond collateral resulting
from the Debtor's use thereof after the Petition Date, and solely
to the extent of any diminution, the Bond Trustee will have a
valid, perfected, and enforceable replacement lien and security
interest in all assets of the Debtor, subject and subordinate to
only the carve out and any valid and perfected liens existing on
the Petition Date that are senior to Liens of the Bond Trustee
against the Bond Collateral.

The Bond Trustee will also have a superpriority administrative
expense claim pursuant to Section 507(b) of the Bankruptcy Code
with recourse to and payable from any and all assets of the
Debtor's estate.

A copy of the Final Cash Collateral Order is available at:

         http://bankrupt.com/misc/ilnb17-12470-78.pdf

            About Friendship Village of Mill Creek

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

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

                          *     *     *

GreenFields of Geneva has filed a motion to sell substantially all
assets to Friendship Senior Options ("FSO") for $52,800,000,
subject to overbid.  In connection with the sale process, the
Debtor proposed a July 19, 2017 deadline for bids and an auction on
July 26.

Stahl Cowen Crowley Addis, LLC, is serving as counsel to the
Debtor, with the engagement led by Bruce Dopke, Esq., Kevin V.
Hunt, Esq., and Melissa J. Lettiere, Esq., in Chicago, Illinois.


GABEL LEASE: Court Moves Plan Solicitation Deadline to July 21
--------------------------------------------------------------
Judge Robert E. Nugent of the U.S. Bankruptcy Court for the
District of Kansas has extended until July 21, 2017, the exclusive
period during which Gabel Lease Service, Inc. may obtain
confirmation of its Plan of Reorganization, and any amendments
thereto.

The Troubled Company Reporter has previously reported that the
Debtor sought 60 days extension of its solicitation period of its
Disclosure Statement; and a Plan was filed on March 20, 2017.  The
Debtor's Plan seek to pay creditors in full, including its general
unsecured creditors over a 5-year period of time.  However, the
Debtor was in the process of filing an amended disclosure statement
to resolve certain objections raised to the Disclosure Statement.
The hearing on the Disclosure Statement has been continued to June
8.

The Debtor further related that it has continued to engage in
discussions with certain key creditors and parties in interest
regarding its assets and liabilities and the resolution of certain
issues related thereto. The Debtor's efforts resulted in agreements
being reached with parties who objected to the Disclosure
Statement. Currently, the Debtor has continued its efforts to reach
the same consensual resolution of the Plan and the Debtor
reasonably believes that a resolution with its creditors would be
possible.

The Debtor claimed that since the last exclusivity extension, the
claims bar date has passed.  Also, Larson Engineering, Inc. d/b/a
Larson Operating, Inc. has filed a very large unsecured claim that
if allowed, will enable Larson to control the unsecured creditor's
class for voting purposes on the Plan and will significantly impact
the Debtor's ability to obtain a consensual confirmation.  The
Debtor has objected to Larson's claim and litigation is currently
pending on the objection.

In addition, the Debtor contended that were several significant
insider transfers that has been identified in the Debtor's
Statement of Financial Affairs, which could possibly be avoided
under the Bankruptcy Code and the Kansas Uniform Fraudulent
Transfers Act for the benefit of unsecured creditors. Consequently,
the Unsecured Creditor's Committee is conducting an ongoing
investigation regarding the nature and extent of any avoidable
transfers.

                    About Gabel Lease Service

Gabel Lease Service, Inc. operates as a roustabout company in and
around Ness City, Kansas. GLS also sells pumping units to
customers. Due to the current economic climate, GLS's business
suffered a significant decrease in cash flow.  The drop in
oil-and-gas prices has decreased the frequency in which GLS
provides roustabout services to customers and decreased the number
of customers willing to purchase pumping units from GLS.

Early 2016, Larson Engineering, Inc., d/b/a Larson Operating Co.,
filed suit against GLS in Ness County District Court, alleging that
it purchased 28 Gabel pumping units in 2008 and 2009 from GLS and
took delivery of only 5 pumping unit over a 5-year period.

Eventually, on Dec. 7, 2015, Larson claims it demanded the delivery
of the remaining units and filed suit when GLS failed to do so.
Facing the Larson Suit and other cash-flow problems, Gabel Lease
Service filed a Chapter 11 petition (Bankr. D. Kan. 16-11948) on
Oct. 5, 2016.  The petition was signed by Brian Gabel, president.
At the time of filing, the Debtor estimated assets at $100,000 to
$500,000 and liabilities at $1 million to $10 million in estimated
liabilities.
      
The Chapter 11 case is assigned to Judge Robert E. Nugent.  The
Debtor is represented by Nicholas R. Grillot, Esq., at Hinkle Law
Firm, LLC.  The Debtor hired Keenan Law Firm, P.A. as special
counsel; and Adams, Brown, Beran & Ball, Chtd. as its accountant.

On November 21, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee hired Tom
R. Barnes II, Esq., at Stumbo Hanson, LLP as its legal counsel.


GRAHAM HOLDINGS: Moody's Affirms Ba1 CFR & Alters Outlook to Neg.
-----------------------------------------------------------------
Moody's Investors Service affirmed Graham Holdings Company's Ba1
Corporate Family Rating, its Ba1-PD Probability of Default rating
and SGL-1 Speculative Grade Liquidity rating. Moody's also affirmed
the Ba1 rating on Graham's senior notes due in 2019. The rating
outlook is revised to negative due to the expected reduction in
earnings and free cash flow as a result of higher network fees for
the company's NBC affiliate stations in Houston and Detroit in
addition to near-term financial effects of the announced agreement
to transfer for nominal consideration Kaplan University assets to
Purdue University's soon to be established non-profit, public
benefit corporation (New U) that will provide post-secondary online
education to non-traditional students.

Moody's took the following rating actions on Graham Holdings
Company:

-- Corporate Family Rating: Affirmed Ba1

-- Probability of Default Rating: Affirmed Ba1-PD

-- $400 million senior notes due 2019: Affirmed Ba1, LGD4

-- Speculative Grade Liquidity Rating: Affirmed SGL-1

Outlook revised to negative from stable

RATINGS RATIONALE

Moody's affirmed Graham's Ba1 CFR because there are potential
mitigants to the aforementioned earnings headwinds including
acquisitions of television stations and the collection of other
businesses in industries such as healthcare and manufacturing in
which the company is investing. Graham also maintains very good
liquidity with a sizable cash and securities balance that exceeds
funded debt.

The transfer of Kaplan University assets to a soon to be
established entity under Purdue University operating structure
demonstrates the continued challenges facing the for-profit
university operating environment, with continued enrollment
declines due to a growing U.S. economy and continued poor publicity
of for-profit education sector. Enrollment, revenue and earnings at
Kaplan University are under significant pressure and Moody's views
the decision to transfer the academic assets to New U as an
indication that the potential for a turnaround of the business in
the current for-profit form is unlikely. Graham will forego Kaplan
University's earnings that while declining are currently a positive
cash flow contributor. Graham will receive reimbursement for the
non-academic support functions as well as a 12.5% revenue fee,
although such payments are only made after fully funding New U's
academic operations and a $10 million fee to New U in each of the
first five years. Moody's estimates that the net cash flow from
these payments will initially be lower than the cash flow received
from Kaplan University in the current structure. However, there is
potential upside to Graham that could exceed Kaplan University's
current cash flow if New U is able to grow enrollment as a
not-for-profit entity. Moody's believes this upside as well as the
ability to avoid potential further deterioration of the Kaplan
University business that could ultimately descend into a cash drain
is one of the motivations for Graham to enter into the agreement.
New U will benefit from less onerous regulatory environment as a
non-profit, public benefit entity as well as avoid the negative
publicity challenging for-profit education providers. In addition,
Graham has the ability to terminate its service agreements if New
U's aggregate cash operating losses exceed $75 million, which
essentially limits the company's downside exposure. If the
agreement is terminated, Graham will forego the fee and have no
further interest in the academic operations contributed to New U.
Regulatory approvals are not expected until late 2017, with 2018
being the first year operating under the new structure, and likely
a transitional year for the newly formed university. Accordingly,
Moody's does not expect Graham Holdings to derive substantial
benefits from the proposed operational structure over the next
12-18 months.

Graham's Ba1 CFR reflects its moderate leverage, with weaker
education segment offset by its secularly stronger broadcasting
assets and growing manufacturing and services segment, which
continues to be well diversified. Graham's two major business
segments (education and broadcasting) make up the vast majority of
EBITDA, however, the company continues to pursue diversifying
acquisitions in manufacturing and services, and the contribution of
these assets to Graham's bottom line continues to grow. While
Moody's expects the company to benefit from its value enhancing and
diversifying acquisitions in other business segments, their overall
contribution to corporate performance remains small and cannot
fully offset weakness in the larger business segments. In addition,
the other businesses have small scale, limited synergies and
uncertain business risks since the types of operations and
industries in which Graham is targeting through acquisitions
somewhat open-ended.

Graham currently has a conservative balance sheet with 2.8x gross
debt-to-EBITDA (including Moody's standard adjustments) as of
3/31/2017 LTM and just over $1.0 billion of cash, cash equivalents,
and marketable securities. Moody's projects debt-to-EBITDA leverage
to increase to a mid-3x range over the next 12-18 months, with
incremental deterioration in cash flow due to expected weaker
education and cyclically weaker broadcasting segment performance,
further hampered by the revised affiliate fee agreement. The
ratings are also supported by Graham's positive free cash flow
including from its portfolio of seven television broadcast
stations, which cater to local population within their markets.
Kaplan Higher Education ("KHE") revenue has decreased 27% due to
the campus sales and closings, and declines in average enrollments
at Kaplan University, offset by increased revenues at the domestic
professional and continuing education businesses. New higher
education student enrollments at Kaplan University declined 22% in
2016 due to lower demand across Kaplan University programs. Moody's
ratings incorporate the company's consistent track record for
maintaining modest levels of debt and leverage and very good
liquidity.

Graham has very good liquidity with a $657 million cash balance
(including restricted cash), $457 million in short-term marketable
securities as of 3/31/2017, an undrawn $200 million senior
unsecured revolver due 2020 (unrated). Moody's projects strong
positive free cash flow over the next year. Graham has no
meaningful near term maturities and the $400 million notes mature
in February 2019.

Moody's views the likelihood of an upgrade is low given the ongoing
transition of the company away from many of its traditional
operations with greater emphasis on a portfolio of smaller niche
companies with uncertain business risk. In addition to Graham
maintaining a conservative balance sheet with strong free cash
flow, Moody's would need to gain comfort with the business risks of
the portfolio and sustainability of operations in order to consider
an upgrade. An inability to stabilize and grow earnings and free
cash flow and sustain debt-to-EBITDA leverage below 3.5x (including
Moody's standard adjustments) would likely lead to a downgrade.
Ratings pressure could also occur if the company's very good
liquidity position were to weaken or Moody's believes the
underlying business risk of the asset portfolio is increasing.

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

Graham Holdings Company is primarily an education and television
broadcasting company consisting of Kaplan Education (roughly 64% of
revenue or 34% of EBITDA for the 12 months ended 3/31/2017),
comprised of higher education, test prep, international education
and professional training businesses; television broadcasting (17%
of revenue or 56% of EBITDA) comprised of seven stations (3 NBC, 1
ABC, 1 CBS, 1 CW and 1 independent); and investments in diverse
businesses. Other businesses include Slate and Foreign Policy
magazines, two home health and hospice service providers,
industrial goods manufacturers and a marketing platform provider.
Don Graham beneficially owns approximately 98.4% of Class A common
shares, providing voting control through a dual class share
structure, and roughly 20% of Class B common shares (assuming
conversion of Class A shares) with remaining shares being widely
held. Consolidated revenue was $2.5 billion for LTM period ending
March 31, 2017.


GREAT BASIN: Posts $21.5 Million Net Income for First Quarter
-------------------------------------------------------------
Great Basin Scientific, Inc., a molecular diagnostic company, has
reported operating results for the first quarter ended March 31,
2017.  The Company encountered delays in preparing its unaudited
quarterly financial statements and was therefore unable to file its
Quarterly Report on Form 10-Q without unreasonable effort or
expense before the filing deadline.

Great Basin reported net income of $21.50 million on $830,777 of
revenues for the three months ended March 31, 2017, compared to a
net loss of $33.65 million on $731,422 of revenues for the three
months ended March 31, 2016.

As of March 31, 2017, Great Basin had $29.24 million in total
assets, $59.10 million in total liabilities and a total
stockholders' deficit of $29.86 million.

"We are very pleased with the improvements we made in the first
quarter of 2017, as we move from the high-investment menu expansion
plan of 2016 to a leaner, growth-focused strategy for 2017," said
Ryan Ashton, co-founder and chief executive officer of Great Basin.
"During the first quarter, we recorded revenues from a product
suite that included five assays compared to only two assays a year
ago.  We also shipped and recorded modest revenues for our Stool
Bacterial Pathogens Panel (SBPP) on a discounted Investigational
Use Only (IUO) basis during the quarter.  This was ahead of
anticipated U.S. Food and Drug Administrative (FDA) clearance,
which we continue to expect to receive in mid-2017."

"The cost-management programs initiated in late 2016 continued to
post results in terms of improved operational efficiencies," Ashton
continued.  "We are pleased to have reported significant decreases
in total operating expenses.  We also reported net income for GAAP
purposes, and, more importantly, a decrease in non-GAAP net loss
for the first quarter of 2017. We expect the restructuring and cost
reduction plan we implemented and announced in mid-February will be
more fully reflected in our second quarter results, and we continue
to work on reducing expenses and refocusing spending toward revenue
growth.  Further, we believe our simplified capital structure will
allow us to substantially reduce our financing, legal and
accounting costs, reducing our G&A expenses substantially and have
set the third quarter of 2017 as a target for total operating
expenses at or below $4.0 million."

"For the remainder of 2017, we will continue to focus on two key
fronts: First, we are focused on growing revenues with our expanded
product menu that now consists of five commercially-available
assays, with a sixth anticipated mid-2017.  As we have said
previously, we believe this expanded menu will drive an accelerated
growth trajectory for the Company in the second half of 2017 and
into 2018.  We are seeing strong response to our expanded product
menu, coupled with our no-cost instrumentation, which we believe
makes Great Basin a compelling alternative for hospitals and labs
in need of a value-driven molecular diagnostic solution that is
reliable and easy to use," said Ashton.  "Our plan going forward is
to continue to build a business pipeline with both new and existing
customers, and we are focusing on customer sites eager to use
multiple assays from our menu. Our focus will be specifically on
those sites interested in our higher-priced multi-plex panels, such
as SIDR and SBPP. Additionally, we will continue to operate Great
Basin with a mind toward operational efficiency, reducing our
operating expenses and improving our gross margins in order to
bring the Company closer to profitability."

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

                     https://is.gd/HdiaVc

                       About Great Basin

West Valley City, Utah-based Great Basin Scientific Inc. is a
molecular diagnostic testing company focused on the development and
commercialization of its patented, molecular diagnostic platform
designed to test for infectious disease, especially
hospital-acquired infections.  The Company believes that small to
medium sized hospital laboratories, those under 400 beds, are in
need of simpler and more affordable molecular diagnostic testing
methods.  The Company markets a system that combines both
affordability and ease-of-use, when compared to other commercially
available molecular testing methods.

Great Basin Scientific reported a net loss of $89.14 million on
$3.04 million of revenues for the year ended Dec. 31, 2016,
compared to a net loss of $57.89 million on $2.14 million of
revenues for the year ended Dec. 31, 2015.

The Company's independent accountants, BDO USA, LLP, in Salt Lake
City, Utah, expressed "substantial doubt" about the Company's
ability to continue as a going concern noting that the Company has
incurred substantial losses from operations, has negative operating
cash flows and has a net capital deficiency.


GREAT CANADIAN: Moody's Affirms Ba3 CFR & Revises Outlook to Pos.
-----------------------------------------------------------------
Moody's Investors Service affirmed Great Canadian Gaming
Corporation's (Great Canadian) Ba3 corporate family rating (CFR),
Ba3-PD probability of default rating, Baa3 senior secured revolver
rating, B1 senior unsecured notes rating, and SGL-1 speculative
grade liquidity rating, and changed the ratings outlook to positive
from stable.

"The positive outlook signals that Great Canadian's rating may be
upgraded in the next 12 to 18 months if the company sustains its
strong credit metrics while it participates in Ontario's remaining
gaming bundles" said Peter Adu, Moody's AVP.

Outlook Actions:

Issuer: Great Canadian Gaming Corporation

-- Outlook, Changed To Positive From Stable

Affirmations:

Issuer: Great Canadian Gaming Corporation

-- Probability of Default Rating, Affirmed Ba3-PD

-- Speculative Grade Liquidity Rating, Affirmed SGL-1

-- Corporate Family Rating, Affirmed Ba3

-- Senior Secured Bank Credit Facility, Affirmed Baa3 (LGD2 from
    LGD1)

-- Senior Unsecured Regular Bond/Debenture Affirmed B1 (LGD4)

RATINGS RATIONALE

Great Canadian's Ba3 CFR primarily reflects its strong credit
metrics, good market position, substantial barriers to entry in the
regulated Canadian gaming market, and eligibility for capital
spending reimbursement in British Columbia and Nova Scotia, but
mitigated by its small scale relative to rated peers and the event
risk of financing any winning bids for the remaining Ontario gaming
bundles. The rating also reflects the company's improved diversity
by region and property after winning the first Ontario gaming
bundle. Moody's presumes the company will maintain financial
discipline with respect to shareholder returns and growth projects
and that leverage (adjusted Debt/EBITDA) will be sustained below 3x
(was 2.4x at LTM Q1/2017) in the next 12 to 18 months.

Great Canadian has very good liquidity (SGL-1). The company's
sources of liquidity exceed C$640 million while it has no mandatory
debt repayments in the next four quarters. Great Canadian's
liquidity is supported by cash of C$248 million at Q1/17, expected
free cash flow around C$70 million for the next four quarters, and
C$323 million of availability under its C$350 million revolver that
expires in May 2020. Moody's free cash flow expectation for the
next four quarters incorporates capital spending to relocate
Shorelines Slots at Kawartha Downs to Peterborough, enhance the
gaming and entertainment options at the View Royal Casino, and
expand slots and restaurants at River Rock. Moody's expects more
than C$100 million of free cash flow for 2018. Great Canadian is
subject to a total leverage and interest coverage covenants and
Moody's expects cushion of more than 50% through the next 4
quarters. The company has limited flexibility to generate liquidity
from asset sales.

The positive outlook reflects Moody's expectation that the company
will sustain its strong credit metrics and will minimize
concentration risk further in the next 12 to 18 months as it
participates in Ontario's remaining gaming bundles.

An upgrade will be considered if the company further diversifies
its revenue stream by region and property and sustains adjusted
Debt/EBITDA below 3x (currently 2.4x) and EBIT/Interest above 4x
(currently 4x). The rating could be downgraded if adjusted
Debt/EBITDA is sustained towards 4.5x (currently 2.4x) and
EBIT/Interest below 2x (currently 4x).

The principal methodology used in these ratings was Global Gaming
Industry published in June 2014.

Great Canadian Gaming Corporation is a gaming and entertainment
operator with 21 properties located in British Columbia, Ontario,
Nova Scotia, New Brunswick and Washington State. Revenue for the
twelve months ended March 31, 2017 was C$577 million. The company
is headquartered in Richmond, British Columbia, Canada.


GREENVILLE DOUGH: May Use Cash Collateral
-----------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
granted interim approval to Greenville Dough, LLC, et al.'s motion
to use cash collateral of AccessBank Texas and grant adequate
protection to existing secured lenders for the use of their cash
collateral.  A final hearing to consider entry of a final cash
collateral order is scheduled for May 25, 2017, at 12:00 p.m.

AccessBank asserts it is secured in substantially all the Debtors'
personal property and the proceeds.  AccessBank is granted
replacement liens as adequate protection.

A copy of the Interim Cash Collateral Order is available at:

         http://bankrupt.com/misc/txnb17-31858-23.pdf

As reported by the Troubled Company Reporter on May 19, 2017, the
Debtors told the Court that without the use of Access' cash
collateral, the Debtors would have no ability to operate the
business.  The Debtors would not be able to pay its vendors and its
vendors would likely cease to provide goods and services to the
Debtors on credit.  The Debtors would not be able to fund its
payroll.  The Debtors would not be able to pay professionals
necessary for the successful reorganization of its business.  The
Debtors would not be able to service the needs of its customers.
All of these outcomes would cause immediate and irreparable harm to
the Debtors' bankruptcy estates.

                      About Greenville Dough

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

The Debtors own and operate Mellow Mushroom franchise restaurants.

Judge Barbara J. Houser presides over the case

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

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

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

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


GUIDED THERAPEUTICS: Reports $206,000 Net Loss for First Quarter
----------------------------------------------------------------
Guided Therapeutics, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to common stockholders of $206,000 on $21,000 of sales
for the three months ended March 31, 2017, compared to a net loss
attributable to common stockholders of $340,000 on $262,000 of
sales for the three months ended March 31, 2016.

As of March 31, 2017, Guided Therapeutics had $1.49 million in
total assets, $10.54 million in total liabilities and a $9.05
million total stockholders' deficit.

Since the Company's inception, it has raised capital through the
public and private sale of debt and equity, funding from
collaborative arrangements, and grants.  At March 31, 2017, the
Company had cash of approximately $1,000 and a negative working
capital of approximately $8.6 million.

The Company's major cash flows for the quarter ended March 31,
2017, consisted of cash out-flows of $407,000 from operations,
including approximately $107,000 of net loss, and a net change from
financing activities of $394,000, which primarily represented the
proceeds received from proceeds from debt financing.

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

                       https://is.gd/4t69Wp

                     About Guided Therapeutics
   
Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless  

test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

Guided Therapeutics incurred a net loss attributable to common
stockholders of $4.99 million for the year ended Dec. 31, 2016,
compared to a net loss attributable to common stockholders of $9.50
million for the year ended Dec. 31, 2015.

UHY LLP, in Sterling Heights, Michigan, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company's significant
operating losses raise substantial doubt about its ability to
continue as a going concern.


HALT MEDICAL: Hires Donlin Recano as Administrative Agent
---------------------------------------------------------
Halt Medical, Inc., seeks authorization from the U.S. Bankruptcy
Court for the District of Delaware to employ Donlin, Recano &
Company, Inc., as administrative agent for the Debtor, nunc pro
tunc to April 12, 2017.

The Debtor requires Donlin Recano to:

     a. assist with, among other things, solicitation, balloting
and tabulation and calculation of votes, as well as preparing any
appropriate reports, as required in furtherance of confirmation of
plan(s) of reorganization (the "Balloting Services");

     b. generate an official ballot certification and testifying,
if necessary, in support of the ballot tabulation results;

     c. in connection with the Balloting Services, handle requests
for documents from parties in interest, including, if applicable,
brokerage firms and bank back-offices and institutional holders;

     d. gather data in conjunction with the preparation, and assist
with the preparation, of the Debtor's schedules of assets and
liabilities;

     e. manage and coordinate any distributions pursuant to a
confirmed plan of reorganization or otherwise; and

     f. provide such other processing, solicitation, balloting and
other administrative services described in the Services Agreement,
but not included in the Section 156(c) Application, as may be
requested from time to time by the Debtor, the Court or the Clerk.

Donlin Recano will be paid at these hourly rates:

a. Professional Service
       
       Senior Bankruptcy Consultant          $175
       Case Manager                          $140
       Technology/Programming Consultant     $110
       Consultant/Analyst                    $90
       Clerical                              $45

b. Noticing Service

       Laser Printing/ Photocopies           $.08 per Image
       Personalization/ Labels               WAIVED
       Fax (Incoming)                        WAIVED
       Fax Noticing                          $.08 per Page
       Postage and Overnight Delivery        At Cost
       Electronic Noticing                   Waived
       Publication Services                  At Cost

c. Solicitation, Balloting, Schedule/SOFA

       Print and Mail Ballots/
       Plan Disbursements               Print/hourly fees above    

                                        - Plan/DS media varies
       Set‐up Tabulation &
       Vote Verification                   $90‐$175 as needed
       Public Securities Solicitation      $90‐$195 as needed
       Schedule/SOFA preparation           $90‐$195 per Hour

d. Claims Docketing and Management

       Website Development                 $90 per Hour
       Web Hosting                         WAIVED
       Creditor Data Storage/
       Electronic Document Storage         $.05 per record
                                           monthly
       Document Imaging                    $.08 per Image
       Electronic Claims filing            No Set‐up charge/
                                           per claim charge     

e. Data Room Services

       DRC DocuLinksTM Virtual Data
       Room Services Hosting               WAIVED
       Data Room Development               $90 per Hour

f. Miscellaneous

       Out‐of‐Pocket Expenses
       (including any required travel)      At Cost
       Call Center Operators                $65 per hour

The Debtor paid Donlin Recano a retainer of $35,000.

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

Roland Tomforde, chief operating officer at Donlin, Recano &
Company, Inc, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.

Donlin Recano may be reached at:

     Roland Tomforde
     Donlin, Recano & Company, Inc.
     6201 15th Avenue
     Brooklyn, NY 11219
     Tel: (212) 481-1311

                     About Halt Medical Inc.

Halt Medical, Inc., sought bankruptcy protection (Bankr. D. Del.,
Case No. 17-10810) on April 12, 2017. Kimberly Bridges-Rodriguez,
president and CEO, signed the petition. Judge Laurie S. Silverstein
presides over the case. At the time of the filing, the Debtor
estimated $1 million to $10 million in assets and $100 million to
$500 million in liabilities.

The Debtor is represented by Steven K. Kortanek, Patricia A.
Jackson and Joseph N. Argentina Jr. of Drinker Biddle & Reath LLP,
and Robert L. Eisenbach III and Michael Klein of Cooley LLP.
Canaccord Genuity Inc. serves as investment banker, and Donlin,
Recano & Company, Inc., as claims and noticing agent.

The U.S. Trustee has been unable to form an official unsecured
creditors committee in the case.


HAMPSHIRE GROUP: Seeks June 21 Plan Filing Period Extension
-----------------------------------------------------------
Hampshire Group, Limited, and its Debtor-affiliates request the
U.S. Bankruptcy Court for the District of Delaware to extend the
exclusive periods during which only the Debtors may file a chapter
11 plan of liquidation and solicit acceptances, through and
including June 21, 2017 and August 21, 2017, respectively.

The Debtors note that the Bankruptcy Court entered an order on
January 30, 2017, establishing March 6, 2017, as the deadline to
file prepetition claims and May 22 as the deadline for governmental
units to file prepetition claims. In addition, the Bankruptcy Court
on May 8 entered an order establishing June 15 as the deadline by
which persons must file applications for allowance of
administrative expense claims that arose between the Petition Date
and April 30, 2017.  Also on May 8, the Bankruptcy Court has
entered an order granting the First Extension Motion and extending
the Exclusive Periods by 60 days.

The Debtors relate that at the end of March, 2017, they have ceased
business operations, closed their remaining offices, and terminated
their remaining staff, with William Drozdowski continuing to serve
as interim Chief Financial Officer of the Debtors pursuant to a
bankruptcy court order.  In April 2017, the Debtors completed the
sale of their remaining inventory.

The Debtors further relate that since the filing of the First
Extension Motion, the Debtors and their counsel have engaged in
extensive, collaborative negotiations and discussions with the
Committee's professionals regarding a proposed joint chapter 11
plan of liquidation, a related disclosure statement, and other
related documents.

Among other things, the Debtors and/or their professionals (a) have
negotiated and executed a Plan Term Sheet with the Committee, (b)
have worked with the Committee's professionals to develop the
framework for a draft joint chapter 11 plan of liquidation, and (c)
have reviewed, revised and provided extensive comments to drafts of
a proposed joint chapter 11 plan of liquidation, a related
disclosure statement, a draft motion seeking approval of such
disclosure statement on an interim basis and approval of
solicitation procedures, and other related documents.

The Debtors believe that the draft joint chapter 11 plan and
related disclosure statement are in substantially final form,
subject to final review and signoff and any conforming changes, and
certain related documents are in the process of being drafted
and/or finalized for filing in the near future. The Debtors and the
Committee anticipate seeking a combined hearing on the proposed
plan and disclosure statement.

Accordingly, the Debtors aver that the 30-day extensions of the
Exclusive Periods will further the efforts to finalize and file the
proposed joint chapter 11 plan, the related disclosure statement,
and other related documents.

                About Hampshire Group, Ltd.

New York-based Hampshire Group, Limited (OTC Markets: HAMP) is a
provider of fashion apparel across a broad range of product
categories, channels of distribution and price points. As a holding
company, the Company operates through its wholly-owned
subsidiaries, Hampshire Brands, Inc. and Hampshire International,
LLC.

Hampshire Group, Limited and two affiliates -- Hampshire Brands and
Hampshire International -- sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 16-12634 to 16-12636) on Nov. 23, 2016,
to facilitate the orderly wind-down of their business operations.

The petitions were signed by Paul Buxbaum, president and chief
executive officer.

Hampshire Group disclosed $25.9 million in assets and $41.8 million
in liabilities. Brands listed under $50 million in both assets and
debts. International listed under $50,000 in assets and under $50
million in liabilities.

Louis M. Rappaport, Esq. at Blank Rome LLP represents the Debtors.
William Drozdowski of GRL Capital Advisors LLC has been tapped as
the Debtors' chief financial officer.

The U.S. Trustee for Region 3 has appointed five creditors to serve
in the official unsecured creditors committee in the case.
Pachulski Stang Ziehl & Jones LLP serves as legal counsel and
Gavin/Solmonese LLC as financial advisor to the Committee.


HAYFIELD, MN: Moody's Lowers GO Debt Rating to Ba3
--------------------------------------------------
Moody's Investors Service has downgraded to Ba3 from Ba2 the rating
on the City of Hayfield, MN's general obligation (GO) debt.
Hayfield has $6.4 million of GO debt outstanding.The downgrade
reflects material and growing enterprise risks posed by the city's
senior care facility, the operations of which are much larger than
the city's general operations. Hayfield's challenged water and
sewer enterprises also pose risks to the city's GO credit profile.
The Ba3 rating further reflects the city's very small tax base near
Rochester (Aaa stable); adequate General Fund position for the
city's small operating budget; and very high debt burden. The
outlook is negative.

Rating Outlook

The negative outlook reflects expectations for further pressures
with city's sizeable senior care facility and underperforming
utility enterprises.

Factors that Could Lead to an Upgrade

- Significant and sustained increase in overall liquidity

- Improved financial operations in both the water and sewer fund
   and the city-owned senior care facility

- Moderation of the city's debt burden

Factors that Could Lead to a Downgrade

- Further declines in the city's overall liquidity, inclusive of
   the city's utilities and senior care facility enterprise fund

- Increases to the city's already elevated debt burden

- Weakening of tax base valuation or resident income indices

Legal Security

Debt service on all of the city's GO debt is ultimately secured by
the city's general obligation unlimited tax (GOULT) pledge to levy
a dedicated property tax levy unlimited by rate or amount. The
security benefits from a statutory lien.

Use of Proceeds

Not applicable.

Obligor Profile

Hayfield is located in Dodge County in southeast Minnesota. The
city lies approximately 22 miles northeast of Austin, 26 miles
southeast of Owatonna, 28 miles southwest of Rochester and 80 miles
south of the Minneapolis-St. Paul Metropolitan Area. The city's
area is approximately five square miles.

Methodology

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


HEBREW HEALTH: PCO Files 4th Report
-----------------------------------
Anne Cahill Kluetsch, the Patient Care Ombudsman for Hebrew Health
Care, Inc., et al., filed a Fourth Report before the U.S.
Bankruptcy Court for the District of Connecticut on May 19, 2017.

According to the Report, the PCO has observed that the action plans
developed and overseen by the Debtors' Compliance Officer have
substance and goals. The PCO observed that its effective rounds are
being completed routinely for safety and Infection prevention/
control, attention to patient and family concerns, and a focus on
review of regulatory compliance and survey readiness. The PCO noted
that the Compliance Officer is working with the administrative
leadership in managing the action plan and directing the response
elements.

Further, the PCO reported that an appropriate staffing is in place
based on a review of the Debtors' census and acuity. The PCO also
noted that there are appropriate and attentive supervision and
oversight of clinical, nursing and physician practice. Based on the
Report, the administration is working hard to ensure that the
equipment and supplies are available for staff and patient care.

Meanwhile, the PCO noted that she will continue to provide support
to the organization as the Debtors continue to operationalize
structure and processes for self‐improvement. The PCO's
observations continue to indicate that care and essential services
are being maintained during the transition.

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

     http://bankrupt.com/misc/ctb16-21311-825.pdf

               About Hebrew Health Care, Inc.

Hebrew Health Care, Inc. provides management, human resources and
payroll services to its three subsidiaries Hebrew Life Choices
Inc., Hebrew Community Services Inc., and Hebrew Home and Hospital,
Incorporated. The three provides rehabilitation services.

The Debtors filed Chapter 11 petitions (Bankr. D. Conn. Case Nos.
16-21311, 16-21312, 16-21313, and 16-21314, respectively) on Aug.
15, 2016. The petitions were signed by Bonnie Gauthier, CEO. Their
cases are assigned to Judge Ann M. Nevins.

At the time of the filing, Hebrew Health Care estimated assets at
$1 million to $10 million and liabilities at $100,000 to $500,000;

Hebrew Life Choices estimated assets at $10 million to $50 million
and liabilities at $10 million to $50 million; Hebrew Community
Services estimated assets at $500,000 to $1 million and liabilities
at $100,000 to $500,000; and Hebrew Home and Hospital estimated
assets at $1 million to $10 million and liabilities at $10 million
to $50 million.

The Debtors are represented by Elizabeth J. Austin, Esq., at
Pullman and Comley, LLC. Altman and Company, LLC and Marcum, LLP
serve as financial advisor and auditor, respectively. Kroll
McNamara Evans & Delehanty LLP has been tapped to perform
collection services. Zangari Cohn Cuthbertson Duhl & Grello P.C.
has been tapped to replace Siegel O'Connor O'Donnell Beck P.C. as
labor counsel.

On August 30, 2016, the U.S. Trustee for Region 2 appointed an
official committee of unsecured creditors. The committee hired
Zeisler & Zeisler, P.C. as its legal counsel and EisnerAmper LLP as
its financial advisor.

Anne Cahill Kluetsch, director and senior consultant of Kluetsch &
Associates, LLC, was appointed as patient care ombudsman. Ms.
Kluetsch is represented by Coan, Lewendon, Gulliver & Miltenberger,
LLC.


HUNTSMAN CORP: S&P Affirms 'BB-' CCR & Revises Outlook to Pos.
--------------------------------------------------------------
S&P Global Ratings affirmed its ratings, including its 'BB-'
corporate credit ratings, on Huntsman Corp. and its subsidiary
Huntsman International LLC.  At the same time, S&P revised its
outlooks on both companies to positive from stable.  S&P's ratings
on Huntsman International LLC's senior secure debt remains 'BB'
with a recovery rating of '2' (70% to 90% recovery; rounded
estimate: 75%), while S&P's rating on the company's junior debt
remains 'B' with a recovery rating of '6' (0% to 10% recovery;
rounded estimate: 5%).

"We revised the outlook to positive because we could raise the
corporate credit ratings on Huntsman Corp. and its wholly owned
subsidiary Huntsman International LLC from 'BB-', if either the
merger with higher-rated Clariant AG or the separation of the
pigments businesses goes ahead with partial proceeds used to pay
down debt," said S&P Global Ratings credit analyst Paul Kurias.

S&P's anticipation is that the completion of the IPO could
potentially strengthen the business risk profile as well as the
financial risk profile of Huntsman Corp.  The separation of the
volatile and cyclical pigment business consisting mainly of
titanium dioxide would be beneficial to the company's credit
quality by ultimately improving profitability, and stability of
earnings.  The financial risk profile could strengthen from
aggressive, if the IPO and sale of Venator (Huntsman's separated
pigment business) goes as planned and it uses proceeds to pay down
debt.  However, S&P recognizes that the IPO is subject to
supportive market conditions, and that market conditions have
affected the timing of the proposed separation of the pigments
business in the past.

The positive outlook reflects S&P's expectation that the potential
proceeds from a partial IPO of Venator would benefit Huntsman's
credit quality.  Huntsman's credit profile could also benefit from
the announced merger with higher rated Clariant AG.  However, S&P
recognizes several uncertainties related to this cross-Atlantic
transaction including the need for shareholder approvals, and
regulatory clearances, which limits S&P's belief that the deal will
be ultimately consummated as detailed.  S&P's view of Huntsman's
credit quality reflects the continued inclusion of its titanium
dioxide business.

It is unlikely that S&P will lower ratings at this time given the
stated intention to IPO and the pending merger.  If either event
were not to materialize, S&P could lower the ratings in the next 12
months if operating performance unexpectedly weakens resulting in
an FFO to total debt ratio that is below 12% with no prospects for
improvement for the next year.  Unplanned operating issues or
unanticipated softness in markets for some of the company's
products could cause earnings and cash flow to be below the
expected level.

S&P could raise ratings if Huntsman's IPO of Venator (the company's
titanium dioxide business), is successful as anticipated and it
uses proceeds to pay down debt so that Huntsman's ratio of FFO to
total debt is above 20% on a sustained basis.  Higher ratings are
also possible if the merger with Clariant is completed as currently
contemplated.


INTERNATIONAL MARKET: S&P Affirms 'B' CCR on Improved Performance
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on Las
Vegas-Based International Market Centers Inc.  The outlook is
stable.

At the same time, S&P is withdrawing its issue-level and recovery
ratings on the company's first- and second-lien debt and on its
revolver credit facility.

"We affirmed our rating on IMC based on its consistently improving
operating performance as a result of occupancy gains and increasing
average base rental rates in its showrooms, reflecting somewhat
stronger fundamentals in the home furniture/decor industries," said
credit analyst Nader Abadi.  "We expect operating fundamentals for
this niche will remain favorable over the next two years supported
by GDP expansion."

The stable outlook reflects S&P's expectation that IMC's operating
metrics will continue to improve in the near to medium term on rent
escalations and gains in re-leasing spreads, while the rating on
the company remains constrained by private-equity ownership.

S&P could lower its ratings on IMC if liquidity weakens or becomes
further constrained, as a result of a more aggressive dividend
payout, or if deteriorating operating metrics cause a significant
reduction in cash flows.

S&P could raise its ratings if the private-equity sponsors were to
sell their stake down below a majority position, and if operating
metrics maintain the current levels for a sustained period.


JAZZ ACQUISITION: S&P Lowers CCR to 'B-' on Leverage
----------------------------------------------------
S&P Global Ratings said that it has lowered its corporate credit
rating on Jazz Acquisition Inc. to 'B-' from 'B'.  The outlook is
stable.

At the same time, S&P lowered its issue-level rating on the
company's first-lien secured credit facility to 'B-' from 'B'.  The
'3' recovery rating remains unchanged, indicating S&P's expectation
for meaningful recovery (50%-70%; rounded estimate: 55%) in a
default scenario.

Additionally, S&P lowered its issue-level rating on the company's
second-lien term loan to 'CCC' from 'CCC+'.  The '6' recovery
rating remains unchanged, indicating S&P's expectation for
negligible recovery (0%-10%; rounded estimate: 0%) in a default
scenario.

"The downgrade reflects that Jazz Acquisition's credit metrics have
not improved as fast as we expected," said S&P Global credit
analyst Tennille Lopez.  "We also remain uncertain about how
quickly the company's metrics will improve over the next 12
months."  Currently, S&P expects the company's debt-to-EBITDA to
improve--but remain high--in 2017 at 8.0x-9.0x, which is down from
10.3x in 2016.  However, this range is much weaker than S&P's
previous expectation for debt-to-EBITDA of 6.5x-7.0x, which S&P now
believes Jazz Acquisition will be unable to reach until at least
2019.  S&P also expects the company's revenue to be flat to
slightly up in 2017, which compares with S&P's previous expectation
for modest growth as contributions from its recent acquisitions and
contract wins are offset by the company's decision to exit the
seating overhaul business.

The stable outlook on Jazz Acquisition reflects S&P's expectation
that the company's debt leverage will improve--but remain
high--over the next year as it benefits from contract wins,
improvements from its cost-savings initiatives, and contributions
from its acquisitions.  The company should also benefit from the
ongoing strength of the commercial aerospace market and the
airlines' renewed focus on finding low-cost solutions.  These
factors should lead Jazz Acquisition's credit metrics to improve in
2017, with debt-to-EBITDA declining to 8.0x-9.0x from 10.3x in
2016.

S&P could raise its ratings on Jazz over the next year if its
earnings improve faster than S&P anticipates and the company uses
its excess cash flow to reduce its debt, causing its debt-to-EBITDA
to decline below 7.0x.  This could occur if the company's
efficiency initiatives and restructuring actions reduce its costs
by more than S&P anticipates or if contributions from its recent
contract wins cause its revenue to increase faster than S&P had
expected.

It is unlikely that S&P will downgrade Jazz over the next year
unless its liquidity deteriorates materially due to a market
downturn or contract losses, or if debt-financed dividends or
acquisitions increase its leverage and lead S&P to believe that the
company's capital structure is no longer sustainable.


KENTISH TRANSPORTATION: Seeks July 10 Plan Filing Period Extension
------------------------------------------------------------------
Kentish Transportation, Inc., requests the U.S. Bankruptcy Court
for the Northern District of Alabama to extend the deadline and
exclusivity period for filing a Disclosure Statement and Plan by an
additional 46 days, or July 10, 2017.

Recently, the Court entered an Order setting a deadline of May 25,
2017, for filing the Chapter 11 Plan and Disclosure Statement.
However, a review of the Debtor's current financial situation shows
that additional time is necessary for the filing of a Chapter 11
Plan and Disclosure Statement, the Debtor said.

                   About Kentish Transportation

Kentish Transportation, Inc., formerly known as KTI Express
Courier, based in Huntsville, Ala., filed a Chapter 11 petition
(Bankr. N.D. Ala. Case No. 17-80242) on Jan. 25, 2017.  The Hon.
Clifton R. Jessup Jr. presides over the case.  Stuart M Maples,
Esq., at Maples Law Firm, PC, serves as bankruptcy counsel to the
Debtor.  In its petition, the Debtor declared $99,948 in total
assets and $1.11 million in total liabilities.  The petition was
signed by Cecilio Kentish, Jr., president/CEO.


LIFE UNIVERSITY: Moody's Rates $97MM Series 2017A/B Bonds 'Ba3'
---------------------------------------------------------------
Issue: University Facilities Revenue and Refunding Bonds (Life
University, Inc. Project), Series 2017A; Rating: Ba3; Rating Type:
Underlying LT; Sale Amount: $87,085,000; Expected Sale Date:
06/27/2017; Rating Description: Revenue: 501c3 Secured General
Obligation;

Issue: University Facilities Revenue and Refunding Bonds (Life
University, Inc. Project), Federally Taxable Series 2017B; Rating:
Ba3; Rating Type: Underlying LT; Sale Amount: $10,135,000; Expected
Sale Date: 06/27/2017; Rating Description: Revenue: 501c3 Secured
General Obligation;

Summary Rating Rationale

Moody's Investors Service has assigned a Ba3 rating to the proposed
$97 million Series 2017A and Federally Taxable Series 2017B bonds.
Moody's has also affirmed the Ba3 rating on Life University's (GA)
Series 2008 Revenue and Refunding Bonds. The Marietta Georgia
Development Authority is the issuer of the new and prior bonds. The
outlook is stable.

The Ba3 rating incorporates Life University's solid niche as a
provider of chiropractic education, established record of revenue
growth and budgetary discipline. These strengths are tempered by
97% reliance on student charges combined with niche program focus
yielding extremely limited revenue diversity, low donor support,
and uncommonly high financial leverage.

The current plan of finance provides for a reasonably affordable
means for the university to upgrade its undergraduate student
housing aided by savings from a refunding of the prior bonds. While
the potential increased demand for undergraduate programs remains
unproven and the project entails construction and timing risk, the
enhanced facilities will aid Life's ongoing efforts to increase its
undergraduate enrollment and enhance programmatic diversity.

Rating Outlook

The stable outlooks incorporates expectations of measured revenue
growth over the next one to two years combined with strong
operating performance and stable to growing unrestricted liquidity.
While the planned investment in undergraduate student housing will
enhance the marketability of the university, the construction
period does entail some risks with regard to cost and timing. The
construction risk will be partially mitigated through a guaranteed
maximum price contract with an experienced general contractor.

Factors that Could Lead to an Upgrade

Completion of student housing project on time and on budget
combined with meaningful evidence of increased demand for
undergraduate programs

Ongoing revenue growth and ability to generate debt service
coverage well above 1.2 time covenant as debt service commitments
increase

Prospects for ongoing increase in unrestricted liquidity

Factors that Could Lead to a Downgrade

Disruption in student demand

Weakening of operating performance and debt service coverage

Diminishment of unrestricted liquidity

Legal Security

The Series 2017A and Series 2017B bonds are secured by a gross
revenue pledge, first mortgage pledge of university real property
and cash funded debt service reserve fund equal to maximum annual
debt service. Other features include a debt service coverage rate
covenant of 1.2 times. A small portion of the campus near the
planned new student housing will be carved out of the mortgage
pledge for these bonds that could support a future P3 or
alternative finance mechanism for additional student housing
facilities. There is also a Liquidity Covenant of 80 Days Cash on
Hand as well as a Long-Term Indebtedness Ratio requirement of at
least 0.15 times and an accounts payable covenant.The Days Cash on
Hand calculation based on June 30, 2016 data was 146 days compared
to the 80 day requirement. The Long-Term Indebtedness Coverage
Ratio was 0.36 times as compared to 0.15 times requirement. On a
pro forma bases, March 2017 unrestricted cash and investments
cushioned pro forma debt by 0.24 times. There is also a Trades
Payable Covenant of at least 90% of payables at less than 60 days.
As of March 2017, 99% of payables were less than 60 days old.
Failure to meet the required covenants would trigger the
university's need to engage a consultant. Under some scenarios
covenant violation would trigger a springing lock box.

The Series 2008 bonds are secured by a gross revenue pledge, first
mortgage pledge of university real property and cash funded debt
service reserve fund equal to maximum annual debt service. Other
features include a debt service coverage rate covenant of 1.2
times.Failure to meet the required covenants in any two consecutive
calendar quarters would trigger the university's requirement to
transfer all Revenues to the Trustee on a daily basis.

Use of Proceeds

Proceeds from the Series 2017A and Series 2017B bonds will fund an
escrow fund of approximately $70 million to defease the Series 2008
bonds, fund a $26 million construction fund for a student housing
and dining project, fund a $7.3 million debt service reserve fund,
deposit $2.6 million toward capitalized interest and pay costs of
issuance.

Obligor Profile

Life University was founded in 1974 as a private university in the
Atlanta suburb of Marietta, Georgia. The majority of students are
enrolled in its doctoral degree program in chiropractic. The
university also offers undergraduate and graduate programs in
health and wellness-oriented fields. Operating revenue was $61
million in fiscal 2015.

Methodology

The principal methodology used in this rating was Global Higher
Education published in November 2015.


LIFECARE HOLDINGS: Moody's Withdraws B3 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of LifeCare
Holdings LLC, including the B3 corporate family rating (CFR), the
B3-PD probability of default rating (PDR), the B3 rating on the
senior secured term loan and its stable outlook.

Moody's has withdrawn the ratings for its own business reasons.

Lifecare is headquartered in Plano, Texas and operates long-term
acute care hospitals in nine states. The company's facilities
include "hospitals within a hospital" facilities ("HIH") and
free-standing facilities.



MARSH SUPERMARKETS: Has Court's Interim Nod to Use Cash Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has entered
an interim order authorizing Marsh Supermarkets Holding, LLC, and
its affiliates to use cash collateral.

A final hearing to consider the use of cash collateral will be held
on May 30, 2017, at 11:00 a.m. (Eastern Time).  

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

            http://bankrupt.com/misc/deb17-11066-43.pdf

The Debtors and Wells Fargo Bank, National Association, in its
capacities as agent and lender pursuant to the Senior Lien Credit
Agreement are parties to a Credit Agreement, dated as of March 10,
2011, as amended by the First Amendment to Credit Agreement, dated
as of Dec. 24, 2013, the Second Amendment to Credit Agreement,
dated as of May 27, 2014, the Third Amendment to Credit Agreement,
dated as of Jan. 22, 2016, the Fourth Amendment to Credit
Agreement, dated as of June 30, 2016, the Fifth Amendment to Credit
Agreement, dated as of Aug. 23, 2016, and the Sixth Amendment to
Credit Agreement, dated as of March 27, 2017.  The Senior Lien
Credit Documents provide for a revolving credit facility in the
maximum principal amount of $60 million.  As of the Petition Date,
the Debtors, without defense, counterclaim, or offset of any kind,
were jointly and severally indebted and liable to the Senior Lien
Agent under the Senior Lien Credit Documents in an aggregate
principal amount not less than $5,243,449.20, consisting of Loans
in the aggregate principal amount of $2,536,863.20 and Letters of
Credit in the aggregate undrawn face amount of $2,706,586, plus all
interest accrued and accruing thereon, together with all costs,
fees, expenses and all other obligations accrued, accruing or
chargeable in respect thereof or in addition thereto.

As of the Petition Date, Marsh Supermarkets was indebted and liable
to junior noteholder Marsh Group Finance, LLC, under the 2016
Junior Note Documents in an aggregate principal amount of at least
$25,678,460.57.

As adequate protection for the amount of diminution in value of its
interests in the prepetition collateral, the Senior Lien Agent is
granted valid, binding, enforceable and perfected replacement liens
upon and security interests in all of each Debtor's acquired
property and assets.

As adequate protection for the amount of any diminution in value of
its interests in the June 2016 Junior Prepetition Collateral, Marsh
Group, which provided for a loan in the principal amount of
$24,440,449, is granted valid, binding, enforceable and perfected
replacement liens upon and security interests in all of the
presently owned or hereafter acquired property and assets of Debtor
Marsh Supermarkets, whether the property and assets were acquired
by Marsh Supermarkets before or after the Petition Date

As adequate protection for the amount of any diminution in value of
its interests in the October 2016 Junior Prepetition Collateral,
the Junior Noteholder is granted valid, binding, enforceable and
perfected replacement liens upon and security interests in all of
each Debtor's acquired property and assets.

As adequate protection for the diminution in value, the Senior Lien
Agent is granted an allowed superpriority administrative expense
claim in the Cases and any successor bankruptcy case.  The Senior
Adequate Protection Superpriority Claim will be subordinate to the
carve-out solely to the extent set forth in the interim court
order, but otherwise shall have priority over all administrative
expense claims.

As adequate protection for the diminution in value of its interest
in the June 2016 Junior Prepetition Collateral, the Junior
Noteholder is granted an allowed superpriority administrative
expense claim in the case of Marsh Supermarkets and any successor
bankruptcy case of Marsh Supermarkets.  The June 2016 Junior
Adequate Protection Superpriority Claim will be subordinate to the
Carve-Out and the Senior Adequate Protection Superpriority Claim,
but otherwise will have priority over all administrative expense
claims.

As adequate protection for the diminution in value of its interest
in the October 2016 Junior Prepetition Collateral, the Junior
Noteholder is granted an allowed superpriority administrative
expense claim in the Cases and any successor bankruptcy case.  The
October 2016 Junior Adequate Protection Superpriority Claim will be
subordinate to the Carve-Out and the Senior Adequate Protection
Superpriority Claim solely to the extent set forth in the interim
court order, but otherwise shall have priority over all
administrative expense claims.

Until Senior Lien Agent receives payment in full, (i) Senior Lien
Agent will have, and continue to have, exclusive dominion and
control on all deposit accounts and other accounts of Debtors, and
all banks, depository entities, securities intermediaries and
commodities intermediaries that are parties to any control
agreements will be authorized and directed to continue affording
Senior Lien Agent with exclusive dominion and control over accounts
in accordance with the terms and conditions of the applicable
Control Agreements, all of which agreements are hereby ratified and
authorized in accordance with their respective terms; and (ii)
prior to the Termination Date, Senior Lien Agent will hold, and not
apply to repay the obligations, all Cash Collateral actually
received by Senior Lien Agent, and will remit Cash Collateral so
received to the Debtors on a weekly.

In consideration for the Senior Lien Agent's consent to the use of
its Cash Collateral, Senior Lien Agent will be paid, in addition to
all obligations owing by Debtors to Senior Lien Agent, a weekly
administration fee of $50,000, commencing on the date of this
interim court order, and each week thereafter until all obligations
are paid in full.

The Debtors will file an application within three days of entry of
the interim court order, on terms and conditions reasonably
acceptable to the Senior Lien Agent, and subject to the approval of
the Court, seeking the Court's authorization for Hilco Merchant
Resources to manage going out of business sales of the Debtors'
store location on terms and conditions reasonably acceptable to the
Senior Lien Agent.

On or before June 15, 2017, the Debtors must have either (i)
received payment in full of all Obligations on terms and conditions
acceptable to Senior Lien Agent, or (ii)(A) obtained an order from
the Court approving the sale of all or substantially all of the
Debtors' assets and businesses on terms and conditions reasonably
acceptable to Senior Lien Agent, or (B) engaged a liquidation firm
acceptable to Senior Lien Agent and on terms and conditions
reasonably acceptable to Senior Lien Agent to conduct store closing
sales at the Debtors' stores commencing on or before the date.
Until all Obligations of the Senior Lien Agent are paid in full
other than sales of the Debtors' inventory in the ordinary course,
all sales and other dispositions of the collateral will be subject
to the consent of the Senior Lien Agent.

The Debtors must reach these milestones:

     a. by June 22, 2017, the Senior Lien Agent will have received

        payment in full of all obligations; and

     b. within three business days of the Petition Date, the
        Debtors will seek court approval to retain Clear Thinking
        Group as the chief restructuring officer of the
        Debtors on terms and conditions reasonably acceptable to
        the Senior Lien Agent.  Failure by the Debtors to seek
        approval within three business days of the Petition Date
        will be an event of default.  Subject to the approval of
        the Court, CTG will remain the Debtors' CRO for at least
        so long as the Obligations of the Senior Lien Agent have
        not been Paid in Full.

                     About Marsh Supermarkets

Founded in 1931, Marsh Supermarkets is a retail food chain
headquartered in Indianapolis, Indiana, with stores throughout
Central Indiana and parts of western Ohio.  A substantial majority
of the stores are operating under the Marsh Supermarkets banner,
and a handful of stores operate as O'Malia Food.

Marsh was publicly traded until May 2006, when it was acquired by
affiliates of Sun Capital Partners IV, LP and certain independent
investors.

As of the Petition Date, Marsh operates a total of 60 stores in
Indiana and Ohio, and have a workforce of approximately 4,400
employees.

On May 11, 2017, Marsh Supermarkets Holding, LLC and 15 affiliated
debtors each filed a voluntary petition for relief under Chapter
11
of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No.
17-11066).

The cases are pending before the Honorable Brendan Linehan Shannon,

and the Debtors have requested joint administration of the cases.

Young Conaway Stargatt & Taylor, LLP is serving as counsel to the
Debtors.  Clear Thinking Group is the restructuring advisors.
Peter J. Solomon Company is the investment banker.  Prime Clerk
LLC
is the claims and noticing agent.

No official committee has been appointed and no request has been
made for the appointment of a trustee or examiner.


MCBEES BAR-B-QUE: Has Interim Approval to Use Cash Collateral
-------------------------------------------------------------
U.S. Bankruptcy Judge Ronald B. King for the Western District of
Texas authorized McBees Bar-B-Que to use cash collateral from May
2, 2017 forward.

In addition, Judge King directed the Debtor to, among other
things:

   (a) commence making monthly payments of $750 per month to the
Internal Revenue Service beginning on June 15, 2017;

   (b) file all timely reports to the IRS, including quarterly tax
reports and its 2016 tax return;

   (c) make all timely tax deposits to the IRS; and

   (d) grant the IRS with replacement lien on post-petition
collateral to the extent their prepetition collateral is diminished
by the Debtor's use of cash collateral.

A full-text copy of the Order, dated May 23, 2017, is available at

https://is.gd/n7S9X0

McBees Bar-B-Que is represented by:

          Dean W. Greer, Esq.
          2929 Mossrock, Suite 117
          San Antonio TX 78230
          Phone: (210) 342-7100
          E-mail: dwgreer@sbcglobal.net

                     About McBees Bar-B-Que

McBees Bar-B-Que filed a Chapter 11 petition (Bankr. W.D. Tex. Case
No. 17-51069) on May 2, 2017.  Wade R. McBee/Kelly McBee, general
partner, signed the petition.  The case is assigned to Judge Ronald
B. King.  The Debtor is represented by Dean William Greer, Esq.
The Debtor estimated less than $50,000 in assets and $100,000 to
$500,000 in liabilities.


MIDWEST ASPHALT: Exclusive Plan Filing Period Extended to August 1
------------------------------------------------------------------
Judge William J. Fisher of the U.S. Bankruptcy Court for the
District of Minnesota extended the exclusivity period during which
only Midwest Asphalt Corporation may file a plan of reorganization
to August 1, 2017.

The Troubled Company Reporter has previously reported that the
Debtor asked the Court for a 120-day extension to its deadline to
file a plan for reorganization. The Debtor said the size and
complexity of its case warrants extra time to work through and
address the various issues involved.

An extension will grant all parties the opportunity to gain
critical information regarding the Debtor's performance through its
busy season, negotiate with creditors, find financing (if needed),
and put forth a confirmable plan.

The aggressive involvement of a key creditor has also increased the
complexity of the case and taxed the resources of the Debtor.  The
primary secured creditor Callidus Capital has objected to nearly
every single motion sought by the Debtor.  The actively adversarial
nature of this case has resulted in numerous hearings for
individual motions and sub-motions.  Callidus Capital has insisted
on exercising, if not exceeding, the limits of authority granted by
the Court to examine the Debtor.  

As the Debtor has expressed in prior motions, Callidus Capital has
overwhelmed the Debtor with onerous requests for information and
clarifications -- including hours of depositions and daily on-site
visits.  Responding to the every whim of Callidus Capital has taxed
the Debtor's limited resources.  

The Debtor also said its role as a construction contractor brings
the complicating issue of mechanics liens into the bankruptcy
context.  This has resulted in multiple hearings on payment of
prepetition claims, requiring exploration of novel legal issues and
extensive financial documentation.  The seasonality of the Debtor's
business has also complicated the cash collateral issue by
resulting in demand for extensive financial projections and
monitoring.

The Debtor also noted that it has just entered its busy season, and
its ability to successfully reorganize will be dependent upon a
successful busy season.  The Debtor told the Court that extending
the Exclusivity Period through the busy period will clarify its
actual performance during this critical period and permit all
parties to consider a plan for reorganization with a better
understanding of the relevant financial factors.

                      About Midwest Asphalt

Midwest Asphalt Corporation, based in Hopkins, Minnesota, filed a
Chapter 11 petition (Bankr. D. Minn. Case No. 17-40075) on Jan. 12,
2017.  The petition was signed by Blair Bury, president.  The
Debtor is represented by Thomas Flynn, Esq., at Larkin Hoffman. The
case is assigned to Judge Katherine A. Constantine.  The Debtor
estimated assets and debt at $10 million to $50 million at the time
of the filing.

Daniel M. McDermott, the U.S. Trustee for Region 12, on Feb. 2,
2017, appointed two creditors of Midwest Asphalt Corporation to
serve on the official committee of unsecured creditors.  The
committee members are: (1) WD Larson/Allstate Peterbilt; and (2)
Tiller Corporation.  The U.S. Trustee, on March 16, 2017, added
LSREF2 Cobalt LLC to the Committee.  The Committee tapped Matthew
R. Burton, Esq. at Leonard, O'Brien, Spencer Gale & Sayre, Ltd., as
legal counsel.


MIDWEST FARM: Authorized to Use Cash Collateral Through Sept. 30
----------------------------------------------------------------
Judge Charles L. Nail, Jr., of the U.S. Bankruptcy Court for the
District of South Dakota authorized Midwest Farm, L.L.C., to use
cash collateral from June 1, 2017 through September 30, 2017.

The Debtor is authorized to use Plains Commerce Bank's cash
collateral for the expenses set forth on the Budget, but not to
exceed the budgeted amounts: (a) $22,000 by June 1, 2017; (b)
$66,399 by July 1, 2017; (c) $16,600 by August 1, 2017; and (d)
$12,500 by September 1, 2017.

Plains Commerce Bank is granted as adequate protection:

   (1) a replacement lien on property of the estate (excluding any
lien on Debtor's 2017 crops), crop products and proceeds from
Debtor's 2017 crops, insurance on Debtor's 2017 crops, and
government program proceeds or payments regarding Debtor's 2017
crops. Said replacement lien will be in the same form and priority
as the lien Plains Commerce Bank held prepetition, subject to the
valid existing prior liens of record, and will be subject to any
adequate protection Debtor may provide Bill Landsman and PHI
Financial Services, Inc. under any orders authorizing Debtor to
obtain secured credit from Bill Landsman and PHI Financial
Services, Inc.;

   (2) a right to inspect its collateral upon reasonable notice to
Debtor and Debtor's counsel; and

    (3) the Debtor's obligation to keep Plains Commerce Bank's
collateral insured and to maintain Plains Commerce Bank's
collateral in its present condition, ordinary wear and tear
excepted.

A full-text copy of the Order, dated May 23, 2017, is available at

https://is.gd/r3Zao4

                      About Midwest Farm L.L.C.

Midwest Farm, L.L.C., is engaged in the business of grain farming
and custom farming with facilities located in and around Aurora,
South Dakota, and farms real estate located in Brookings County,
South Dakota; Moody County, South Dakota; and Lincoln County,
Minnesota.  Each of Douglas Stein and Dana Stein owns a 50%
membership interest in the Debtor.

Midwest Farm filed a Chapter 11 petition (Bankr. D. S.D. Case No.
17-40091) on March 24, 2017.  At the time of filing, the Debtor
disclosed $9.69 million in total assets and $6.66 million in total
liabilities.

The case is assigned to Judge Charles L. Nail, Jr.

Gerry & Kulm Ask, Prof. LLC, is serving as bankruptcy counsel, with
the engagement led by Laura L. Kulm Ask, Esq.  Kathy Meland is the
Debtor's agricultural financial consultant.

Proofs of claim are due on June 26, 2017.


MOUNTAIN CREEK: Blames Warm Winter, Prior Owners for Woes
---------------------------------------------------------
Mountain Creek Resort Inc., a New Jersey ski resort less than two
hours from Manhattan, has filed for bankruptcy protection in
response to a temporary decline in revenues caused by warmer than
average winter seasons and planning missteps by prior ownership and
management that have left the Company with large obligations that
it is currently not in a position to pay.

Mountain Creek Resort started as Great Gorge Resort in 1965 on what
is now known as Bear and South Peaks.  In 1971, Great Gorge
expanded to Great Gorge North which is now known as Granite Peak,
and Vernon Valley Ski Resort opened on what is now known as Vernon
Peak.  Great Gorge and Vernon Valley eventually merged and became
one 4-peak ski resort known as Vernon Valley/Great Gorge.  In 1998,
a new era began at Vernon Valley/Great Gorge when Intrawest, which
owns and operates destination ski resorts such as Tremblant,
Stratton, Winter Park and Steamboat, purchased the Resort.  In
2010, a local ownership group, including families originally
involved in Great Gorge and Vernon Valley, purchased the Resort and
sought to upgrade the amenities which included construction of the
Red Tail Lodge, with new restaurants, bars and an improved
equipment rental area.  In June 2015, the Koffman family, one of
four partners that purchased Mountain Creek in 2010, became the
sole owner of the Resort.  

The Koffman family is committed to the continued development of the
Resort into a four season destination resort.

Jeffrey Koffman, director and CEO, relates that in recent years,
however, the Company's liquidity has been strained in large part
due to a combination of warmer than average winter temperatures
which has resulted in lower revenues from operation of the ski
resort, litigation with Palace Entertainment arising from prior
ownership's termination of its lease to operate the waterpark, a
downturn in the residential real estate market in Vernon that has
slowed the Company's efforts to develop its real estate assets, and
continuing obligations to the Township of Vernon under the sewer
expansion program implemented years ago by Intrawest.

In late 2016, the Company retained Lowenstein Sandler to assist the
Debtors in evaluating strategic alternatives. The Company
subsequently retained Getzler Heinrich LLC as its financial advisor
and Houlihan Lokey to assist with valuation of its business and to
advise concerning the restructuring of its balance sheet.

The Company is confident that given its state of the art operations
and facilities and favorable geographical proximity to millions of
potential customers, the Company can use the Chapter 11 Cases in
order to successfully gain access to additional capital and
liquidity necessary to continue to upgrade the Resort and its
facilities, restructure its balance sheet and negotiate the terms
of a plan of reorganization.

                    Prepetition Debt Structure

As of the Petition Date, the Debtors funded debt include:

  * $22.7 million outstanding under a first lien loan facility
("M&T Loan Facility") under a loan agreement, promissory note,
mortgage, security agreement and related documents dated June 4,
2015 pursuant to which M&T Bank extended a secured financing
facility to MCRI in the original principal sum of $25 million (the
"M&T Loan Facility").

   * prepetition subordinated debt obligations:

       i. $3 million outstanding under a secured convertible note
extended by HSK-MC, pursuant to an Amended and Restated Senior
Secured Convertible Note dated June 4, 2015 (the "HSK Adventure
Facility").

      ii. $2 million outstanding under a secured secured financing
facility extended by Kuzari Investor 27335 LLC (the "Kuzari
Facility").

     iii. $4 million outstanding under a secured financing facility
extended by non-debtor affiliate HSK Adventure pursuant to MCRI
(the "HSK Adventure Junior Facility").

In addition, MCRI is indebted to the Township of Vernon in
connection with the Sewer Agreement pursuant to which MCRI agreed
to reimburse the Township for certain costs associated with the
expansion of sewer capacity for the Township and the Resort by the
Sussex County Municipal Utilities Authority ("SCUMA") and
reimbursing the Township for payments due from the Township to
SCUMA on certain bonds issued by SCUMA in connection with the sewer
project.  As of the Petition Date, the Debtors estimate that the
amount due to the Township of Vernon under the sewer agreements is
approximately $27 million (the "Vernon Township Obligations").
MCRI posted the Letter of Credit in the approximate sum of $1.97
million to partially secure this obligation.

As of the Petition Date, MCRI is indebted to HSK-MC in the sum of
$1.13 million on account of unsecured loans evidenced by two
promissory notes dated June 4, 2015 (the "HSK-MC Unsecured Notes").
MCRI is also indebted to HSK Funding, Inc. in the sum of $2.5
million on account of unsecured loans evidenced by two promissory
notes also dated June 4, 2015 (the "HSK Funding Unsecured Notes").
MCRI, as borrower, is also a party to an unsecured promissory note
dated June 9, 2016, pursuant to which HSK Adventure extended a $7
million revolving line of credit (the "HSK Adventure Unsecured
Note," and together with the HSK-MC Unsecured Notes and the HSK
Funding Unsecured Notes, the "HSK Unsecured Obligations").  As of
the Petition Date, the balance due under the HSK Adventure
Unsecured Note was $3.8 million. The total debt under the HSK
Unsecured Notes as of the Petition Date is approximately $7.44
million.

The Company is also indebted to prior owners of the Resort pursuant
to eight unsecured notes dated June 4, 2015 in the aggregate
original principal sum of $3.38 million which are due and payable
on Dec. 31, 2022 (the "Prior Owner Notes").  As of the Petition
Date, the amount owing under the Prior Owner Notes is approximately
$3.15 million (the "Prior Owner Note Obligations").

As of the Petition Date, the Debtors have aggregate unsecured debts
totaling approximately $40 million, which include amounts owing for
the Vernon Township Obligations, the HSK Unsecured Obligations, the
Prior Owner Note Obligations, and for merchandise, utilities,
professional fees, insurance, and employee-related expenses.  Of
that amount, approximately $2.6 million constitutes trade vendor
payables.  The Company seeks authority to pay a limited number of
critical vendors who provide crucial goods and services that cannot
be re-sourced.

                  Feasible Plan of Reorganization

The Debtors say they intend to use the Chapter 11 Cases to
restructure their debt obligations and propose a feasible plan or
reorganization.  Pending the filing of a chapter 11 plan the
Debtors intend to operate their business in the ordinary course by
continuing to retain and pay their employees and provide high level
services to their customers.

                        Business as Usual

In a press release, Jeff Koffman, CEO of Mountain Creek Resort,
said, "We remain committed to seeing Mountain Creek develop to its
full potential with new hotels, new outdoor attractions and
expanded residential homes. Our vision to create a world class,
four-season resort here in New Jersey is still our main objective
and this move will put us in the best position to achieve that."

The filing is not expected to affect existing operations.

"The four-season resort, which offers gourmet restaurants, lodging
and a variety of outdoor sports and activities, will continue to
operate fully during the bankruptcy process," according to the
press release.

                    About Mountain Creek Resort

Mountain Creek Resort Inc. owns and operates the Mountain Creek
Resort, a four-season resort located in Vernon, New Jersey.  The
Resort is the New York/New Jersey Metro area's closest ski resort
with 167 skiable acres on four mountain peaks, 1,040 vertical feet,
46 trails, and 11 lifts.  The Resort also operates and manages the
Appalachian Hotel and the Black Creek Sanctuary townhomes.

During winter, the Resort offers a 34 lane snow tubing park, night
skiing with more than 1,000 lights on all trails, North America's
only eight passenger open-air gondola, and the region's most
extensive, state of the art snowmaking system.  During the summer,
the Resort offers substantial summer operations including a 25 acre
waterpark, an alpine roller coaster, a bike park, and a zip line
park.

On May 15, 2017, Mountain Creek Resort, Inc. and 5 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code (Bankr. D.N.J. Lead Case No.
17-19899).  The cases are pending before the Honorable Judge Stacey
L. Meisel, and are jointly administered.

Mountain Creek estimated $10 million to $50 million in assets and
debt.

Lowenstein Sandler LLP is the Debtors' bankruptcy counsel.  Getzler
Henrich & Associates LLC is the financial advisor. Houlihan Lokey
Capital, Inc., is the business consultant.  Prime Clerk LLC is the
claims and noticing agent.


MOUNTAIN CREEK: Has $6M Funding From Affiliate, Rejects M&T Offer
-----------------------------------------------------------------
Mountain Creek Resort Inc. said in a court filing that it has
selected a $6 million financing package offered by a non-debtor
affiliate over a proposal from its prepetition secured creditor as
the latter's offer required a quick sale of the assets.

Before filing for bankruptcy, Mountain Creek solicited proposals
for DIP financing.  Within the week prior to the Petition Date, M&T
Bank made a proposal, but such proposal failed to meet the
financial needs of the Debtors.  M&T Bank is an existing secured
creditor of the Debtors, owed $22.7 million outstanding under a
first lien loan facility.

After good faith arm's length negotiations, and after soliciting
proposals from potential DIP lenders, including M&T, the Debtors
concluded, in an exercise of their sound business judgment, that
the financing to be provided by non-debtor affiliate HSK Adventure,
Inc., clearly represents the most favorable terms and adequate
source of financing presently available to the Debtors.

"In addition to failing to provide the $6 million in funding
offered pursuant to the DIP Financing offered by HSK Adventure, the
M&T proposal would have required, among other onerous terms, the
Debtors to immediately commence a sales process, consummate a sale
within months of the Petition Date and pay principal and interest
to the bank pending the sale.  It was apparent to the Debtors that
M&T's proposal was designed for the sole benefit of the Prepetition
Senior Lender and was not in the best interests of all of the
Debtors creditors and other stakeholders," Kenneth A. Rosen, Esq.,
at Lowenstein Sandler LLP, explains.

Mr. Rosen contends that the DIP Financing proposed by HSK Adventure
is far superior to the M&T Proposal, and is in the best interest of
the Debtors, their creditors and other stakeholders.

The DIP Financing from HSK Adventure:

   (a) provides for up to $6 million of financing, $2 million of
which is available on an interim basis,

   (b) has a stated maturity date of January 31, 2018 (more than 8
months),

   (c) is junior to the existing $24 million secured debt of M&T,
but senior to the $9 million of debt of the prepetition
subordinated lenders who consent to their priming,

   (d) does not contain any case-control deadlines,

   (e) is not secured by any avoidance actions,

   (f) provides for the monthly payment of postpetition interest to
M&T and

    (g) and contains very reasonable covenants and conditions.

                    About Mountain Creek Resort

Mountain Creek Resort Inc. owns and operates the Mountain Creek
Resort, a four-season resort located in Vernon, New Jersey.  The
Resort is the New York/New Jersey Metro area's closest ski resort
with 167 skiable acres on four mountain peaks, 1,040 vertical feet,
46 trails, and 11 lifts.  The Resort also operates and manages the
Appalachian Hotel and the Black Creek Sanctuary townhomes.

During winter, the Resort offers a 34 lane snow tubing park, night
skiing with more than 1,000 lights on all trails, North America's
only eight passenger open-air gondola, and the region's most
extensive, state of the art snowmaking system.  During the summer,
the Resort offers substantial summer operations including a 25 acre
waterpark, an alpine roller coaster, a bike park, and a zip line
park.

Mountain Creek Resort, Inc. and 5 affiliated debtors each filed a
voluntary petition for relief under Chapter 11 of the United States
Bankruptcy Code (Bankr. D.N.J. Lead Case No. 17-19899) on May 15,
2017.  The cases are jointly administered, and are pending before
the Honorable Judge Stacey L. Meisel.

Mountain Creek estimated $10 million to $50 million in assets and
debt.

Lowenstein Sandler LLP is the Debtors' bankruptcy counsel.  Getzler
Henrich & Associates LLC is the financial advisor.
Houlihan Lokey Capital, Inc., is the business consultant.  Prime
Clerk LLC is the claims and noticing agent.


NAVIENT CORP: S&P Assigns 'B+' Rating on $500MM Sr. Notes
---------------------------------------------------------
S&P Global Ratings said it assigned its 'B+' debt rating on Navient
Corp.'s $500 million senior unsecured notes due in 2025. The debt
rating is one notch below the 'BB-' long-term issuer credit rating
on Navient because the company's tangible unencumbered assets are
less than its outstanding unsecured debt. S&P excludes from
unencumbered assets the company's overcollateralization balances
associated with its asset-backed securities trusts.  Navient
intends to use the proceeds for general corporate purchases,
including debt repurchases.

RATINGS LIST

Navient Corp.
Issuer Credit Rating                             BB-/Negative/B

New Rating

Navient Corp.
Senior Unsecured
  $500 mil Sr. Unsecured notes due in 2025        B+


NEXEO SOLUTIONS: S&P Affirms 'B' CCR & Revises Outlook to Stable
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
Woodlands, Texas-based chemicals and plastics distributor Nexeo
Solutions LLC and revised the outlook to stable from positive.  All
other ratings are unchanged.

"The outlook revision reflects the company's weaker-than-expected
operating performance over the past few quarters, along with our
expectation that credit measures will not improve as much as
previously forecasted," said S&P Global Ratings credit analyst
Michael McConnell.

In fiscal 2016, Nexeo's revenues were down about 14% from fiscal
2015 due to price deflation, although gross margins did improve due
to enhanced product mix, pricing initiatives, and cost reductions.
Despite the stronger gross margins, earnings for the year were
weaker than S&P's previous expectations, although credit measures
continue to remain appropriate for the current rating.

The stable outlook on Nexeo Solutions LLC reflects S&P's view that
credit measures will remain appropriate for the current rating over
the next 12 months.  S&P expects that favorable demand trends and
ongoing cost-reduction initiatives will allow the company to expand
its margins.  S&P expects mid-single-digit revenue growth, driven
by low-single-digit GDP growth in the U.S. and by bolt-on
acquisitions.  S&P do not believe the company will materially
increase debt to fund further acquisitions or return cash to
shareholders.  At the rating, S&P expects the company to maintain
pro forma weighted-average debt to EBITDA above 5x.

"We could raise the ratings within the next 12 months if the
company continues to improve profitability, and if it utilizes free
cash flow to reduce debt leverage.  To consider an upgrade, we
would expect pro forma weighted-average debt to EBITDA to fall
below 5x.  The improvement in credit metrics could arise from
higher-than-expected debt reduction over the next 12 months.  We
could also raise the rating if margins expand by 100 basis points
while revenue grows by 5%, resulting in improved credit measures.
These improvements could result from improved product mix, selling
prices, or cost reductions.  We would also need to be more certain
that the company's financial policies would be supportive of
maintaining leverage at or below 5x before considering an upgrade,"
S&P said.

S&P could lower the ratings within the next 12 months if an
unfavorable product-mix shift, unexpected volume deterioration, or
problems integrating recent acquisitions lead to contracting
revenue and gross margins regressing by 100 basis points.  Such a
scenario would result in pro forma weighted-average debt to EBITDA
exceeding 7x (pro forma for acquisitions), with limited likelihood
of improvement within 12 months.  S&P could also lower ratings if
additional debt pushes leverage to this same level.


OCONEE REGIONAL: Wants to Maintain Insurance Programs, Pay Premiums
-------------------------------------------------------------------
Oconee Regional Health Systems, Inc., and its affiliates ask the
U.S. Bankruptcy Court for the Middle District of Georgia for
authorization to continue pre-existing insurance programs and pay
prepetition premiums.

The Debtors seek a court order (a) authorizing them to maintain
their insurance programs, including all of the policies, and to
pay, in their discretion, prepetition amounts accrued in connection
therewith, and (b) authorizing the Debtors to continue to finance
the payment of premiums for certain of the Insurance Policies, and
grant liens to financing parties but limited only to the
collateral.

The Debtors note that one of the insureds under these Insurance
Policies is Jasper Health Services, Inc., a non-debtor affiliate.
The preparation for the filing of these Chapter 11 cases did not
allow for the Debtors to modify all of the Insurance Policies to
exclude the operations of Jasper; the Debtors reserve the right, in
their discretion, to seek to modify any coverage under the
Insurance Policies to exclude Jasper.  The Debtors likewise reserve
the right to seek to recover from Jasper or any other non-debtor
third party for, inter alia, the current and historic costs of any
premiums paid or other charges incurred for the benefit of the
third party for any insurance, among other things. i

The Debtors say that it is essential to the continued operation of
the Debtors' business and their efforts in these Chapter 11 cases
that the Insurance Policies be maintained on an ongoing and
uninterrupted basis.  The failure to pay premiums when due may
affect the Debtors' ability to renew the Insurance Policies.  If
the Insurance Policies are allowed to lapse, the Debtors could be
exposed to substantial liability for damages resulting to persons
and property of the Debtors and others.  The exposure could have an
extremely negative impact on the Debtors' ongoing business
operations and would also place the Debtors' assets at risk.  As a
healthcare provider, insurance is especially important.

Pursuant to guidelines established by the U.S. Trustee, the Debtors
are obligated to remain current with respect to certain of their
primary insurance policies.  The amounts the Debtors propose to pay
in respect of the Insurance Policies are minimal in light of the
size of the Debtors' estates and the potential exposure of the
Debtors, absent insurance coverage.  

Certain of the Debtors' Insurance Policies are paid for through an
insurance premium financing arrangement.  This is a form of secured
credit -- the Debtors pay for a significant portion of the
insurance premiums up front, with the finance company becoming
contractually obligated to pay for the balance of the premium.  The
Debtors repay those premiums advanced by the finance company, plus
interest (at rates of 5-7%), over a period of months.  As
collateral for the Debtors' operations, the finance company has a
lien solely on the "unearned premium."  Since the initial payments
under the Financial Policies were a somewhat large amount, to the
extent the insurance is ever cancelled, there will be an "unearned
premium" that would be refunded -- in this case to the finance
company, which has a lien solely on such unearned premiums (as well
as payments in respect of any losses to the extent the payments
reduce the unearned premiums, dividends, and the like), can use
them to satisfy its secured claims (with the balance, if any, being
returned to the Debtors' estates).

The Court has previously approved insurance premium financing
agreements like this, with the same type of limited collateral
granted to the finance company.

A copy of the Debtors' motion is available at:

          http://bankrupt.com/misc/gamb17-51005-26.pdf

              About Oconee Regional Medical Center

Oconee Regional Medical Center (ORMC) is located in Milledgeville
near the geographic center of Georgia, providing advanced
healthcare technologies to the 90,000 residents living in the seven
surrounding counties.

Oconee Regional Health Systems, Inc., owner of the Oconee Regional
Medical Center, and six of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. M.D. Ga.) on May 10, 2017.  The six
affiliates are Oconee Regional Medical Center, Inc. (Case No.
17-51006), Oconee Regional Health Services, Inc. (Case No.
17-51007), Oconee Regional Emergency Medical Services, Inc. (Case
No. 17-51008), Oconee Regional Health Ventures, Inc., d/b/a Oconee
(Case No. 17-51009), Oconee Internal Medicine, LLC (Case No.
17-51010), and Oconee Orthopedics, LLC (Case No. 17-51011).

Two more affiliates sought bankruptcy protection on May 11, 2017.
These affiliates are ORHV Sandersville Family Practice, LLC (Case
No. 17-51012), and Oconee Regional Senior Living, Inc. (Case No.
17-51013).

The petitions were signed by Steven M. Johnson, interim chief
executive officer.

The Debtors are represented by Mark I. Duedall, Esq., and Leah
Fiorenza McNeill, Esq., in Atlanta, Georgia.

The Debtors' special counsel is James-Bates-Brannan-Groover-LLP,
while the Debtors' Investment Banker is Houlihan Lokey.  

Grant Thornton is the Debtors' financial advisor.


OCONEE REGIONAL: Wants to Pay Prepetition Wages, Employee Benefits
------------------------------------------------------------------
Oconee Regional Health Systems, Inc., and its affiliates ask for
permission from the U.S. Bankruptcy Court for the Middle District
of Georgia to pay prepetition wages, payroll taxes, certain
employee benefits and related expenses to employees.

As of the Petition Date, the Debtors employ 504 people at ORMC, and
another 27 people at the operations of ORHV d/b/a Oconee Neurology,
Oconee Internal Medicine, LLC, and Oconee Orthopedics, LLC.  With
respect to the 504 Employees at ORMC, 334 are full-time, 27 are
part-time workers, and 142 are "PRN" (or "as needed" in medical
parlance).  As to the Ventures Employees, all of them operate at or
near a full-time basis.

The Employees are employed at all levels of the Debtors' separate
business operations.  The Debtors' Employees perform a wide variety
of functions critical to the Debtors' operations and the
administration of these Chapter 11 cases.  Their skills, knowledge,
and understanding of the Debtors' operations and health delivery
systems are essential to preserving operational stability and
efficiency.  They are critical, in every sense, to the health and
welfare of the Debtors' patients.  The Debtors' Employees include
highly trained personnel who are not easily replaced.  Without the
continued, uninterrupted services of their Employees, the Debtors'
entire operations will be jeopardized.  Moreover, the vast majority
of the Debtors' Employees rely exclusively on their compensation
and benefits to pay their daily living expenses and support
themselves and their families.  Thus, the Debtors' Employees will
be exposed to significant financial constraints if the Debtors are
not permitted to continue paying their compensation and providing
benefits.

To minimize the personal hardship the Employees would suffer if
Employee Obligations are not paid when due or as expected, the
Debtors seek authority to pay and honor certain prepetition claims
relating for:

     (a) wages and salaries;

     (b) federal and state withholding taxes;

     (c) other amounts withheld for various purposes directed by
         the Employees (including garnishments and child support,
         employees' share of insurance premiums, college savings
         accounts for children, hospital purchases, charitable
         funds, and Section 403(b) retirement plan contributions);

     (d) health insurance; and

     (e) vacation and sick pay.

The Debtors seek authority to pay their Employee Obligations that
have accrued prepetition and were unpaid as of the Petition Date
(but only to the extent of the applicable statutory cap for each
employee under Sections 507(a)(4) or 507(a)(5) of the Bankruptcy
Code, and to the extent included in any budget approved by this
Court as part of the Debtors' motion to use cash collateral and
incur postpetition financing).  Furthermore, because it is
difficult for the Debtors to determine with precision the accrued
prepetition amount for many of the Employee Obligations, to the
extent the Debtors subsequently determine that there are any
additional outstanding Employee Obligations related to the programs
and policies, the Debtors request authority to pay prepetition
amounts.  The Debtors similarly request that they be authorized to
pay any cost or penalty incurred by any recipient of
Employee Obligations in the event that a check issued by the
Debtors for payment of the Employee Obligations is inadvertently
not honored because of the filing of the Debtors' Chapter 11
cases.

The Debtors do not believe there are amounts owed to any Employees
on account of the Employee Obligations that exceed the $12,850
priority expense compensation and benefit caps.

As of the Petition Date, the Debtors believe they owe $1,003,446 on
account of unpaid wages, all of which will become due and owing
within the first 21 days of these Chapter 11 cases.  The Debtors
request authorization to pay all outstanding prepetition amounts on
account of the Unpaid Wages, in the ordinary course of business and
consistent with past practice, and to continue paying such amounts
on a postpetition basis in the ordinary course of business.

Currently, the Debtors still provide a payment of 2.3% of each
employee's annual salary into the Employees Section 401(a) Defined
Contribution Plan.

A copy of the Debtors' request is available at:

          http://bankrupt.com/misc/gamb17-51005-24.pdf

              About Oconee Regional Medical Center

Oconee Regional Medical Center (ORMC) is located in Milledgeville
near the geographic center of Georgia, providing advanced
healthcare technologies to the 90,000 residents living in the seven
surrounding counties.

Oconee Regional Health Systems, Inc., owner of the Oconee Regional
Medical Center, and six of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. M.D. Ga.) on May 10, 2017.  The six
affiliates are Oconee Regional Medical Center, Inc. (Case No.
17-51006), Oconee Regional Health Services, Inc. (Case No.
17-51007), Oconee Regional Emergency Medical Services, Inc. (Case
No. 17-51008), Oconee Regional Health Ventures, Inc., d/b/a Oconee
(Case No. 17-51009), Oconee Internal Medicine, LLC (Case No.
17-51010), and Oconee Orthopedics, LLC (Case No. 17-51011).

Two more affiliates sought bankruptcy protection on May 11, 2017.
These affiliates are ORHV Sandersville Family Practice, LLC (Case
No. 17-51012), and Oconee Regional Senior Living, Inc. (Case No.
17-51013).

The petitions were signed by Steven M. Johnson, interim chief
executive officer.

The Debtors are represented by Mark I. Duedall, Esq., and Leah
Fiorenza McNeill, Esq., in Atlanta, Georgia.

The Debtors' special counsel is James-Bates-Brannan-Groover-LLP,
while the Debtors' Investment Banker is Houlihan Lokey.  

Grant Thornton is the Debtors' financial advisor.


OIL PATCH TRANSPORTATION: Has Interim Nod to Use Cash Collateral
----------------------------------------------------------------
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas authorized Oil Patch Transportation Inc. to
borrow or to sell on a recourse liability basis to Gulf Coast Bank
& Trust Company its interests in the Cash Collateral Receivables up
to an aggregate principal amount of up to $500,000 under the New
Factoring Agreement.

The Debtor is authorized to pay fees, charges, costs, discounts and
interest as set forth in the New Factoring Agreement.  The Debtor
is specifically authorized to use a portion of the initial proceeds
of such financing to pay the costs of Gulf Coast Bank's counsel in
connection with the proposed financing.

The Debtor is also authorized to use the proceeds from the sale of
accounts to Gulf Coast Bank to pay no more than $5,000 per month to
the Debtor's general counsel.

Gulf Coast Bank granted an administrative claim having priority
over any or all administrative expenses with respect to all of the
obligations and indebtedness of the Debtor arising under the New
Factoring Agreement.

Gulf Coast Bank is also granted a valid, enforceable, attached, and
automatically perfected assignment of and security interest in and
lien on all of the existing and hereafter acquired right, title,
and interest of the Debtor in and to the cash collateral
receivables, that will be a senior and first priority assignment of
security interest in and lien on all of the cash collateral
receivables.

A final hearing on the incurrence of secured debt and use of cash
collateral will be held on June 28, 2017 at 3:00 p.m.

A full-text copy of the Order, dated May 23, 2017, is available at

https://is.gd/tBqpYB

Gulf Coast Bank and Trust Company is represented by:

          Chad P. Morrow, Esq.
          Sher Garner Cahill Richter Klein & Hilbert, L.L.C.
          909 Poydras St., 28th Floor
          New Orleans, LA 70112
          Phone: (504) 299-2110
          Facsimile: (504) 299-2300
          E-mail: cmorrow@shergarner.com

                 About Oil Patch Transportation

Oil Patch Transportation is a small business debtor as defined in
11 U.S.C. Section 101(51D).  It was founded in 2006 and is engaged
in the business of arranging transportation of freight and cargo.
The Debtor serves the oil and gas industry in Brazoria County,
Texas and the surrounding counties. The Debtor operates on a fiscal
year of July through June. Gross income for fiscal year 2015 was
$9,609,160, and for 2016, it was $4,998,418.

Oil Patch Transportation filed a Chapter 11 petition (Bankr. S.D.
Tex. Case No. 17-80152) on May 16, 2017.  Robert Smith, president,
signed the petition. At the time of filing, the Debtor disclosed
$2.87 million in total assets and $2.48 million in total
liabilities.

The case is assigned to Judge Marvin Isgur.

The Debtor is represented by Alan Sanford Gerger, Esq., at the
Gerger Law Firm, PLLC.  


ORBITE TECHNOLOGIES: CCAA Stay Extended to Aug. 4
-------------------------------------------------
Orbite Technologies Inc. on May 24, 2017, provided an update on its
continuing efforts to emerge from insolvency protection for the
benefit all of its stakeholders.

As announced on May 1, 2017, the Company filed a petition for
continuance of the Bankruptcy and Insolvency Act proceedings under
the Companies' Creditors Arrangement Act ("CCAA").  The Superior
Court of Quebec granted the petition and issued an initial order
pursuant to the CCAA providing for an initial stay of all
proceedings until May 29th, 2017 (the "Stay Period").  On May 23,
the Company filed a motion seeking, namely, the extension of the
Stay Period and the Superior Court of Quebec granted the motion and
issued an amended and restated order:

   -- extending the Stay Period until August 4, 2017;

   -- approving a Key Employee Retention Program ("KERP") in
respect of certain employees of Orbite and authorizing a KERP
charge against the property of Orbite; and

  -- relieving Orbite from its obligation to call the annual
meeting of shareholders on or before June 30, 2017 and directing
Orbite to call such annual meeting, as the case may be, by January
31, 2018.

The Company believes that such orders will be beneficial to all
stakeholders by giving the Company the required time and resources
to emerge from CCAA protection.  There can be no guarantees that
the Company will be successful in its restructuring efforts or will
emerge from CCAA protection.

The Company will provide further updates as developments occur.

                     Listing on the NEX board

On May 19, 2017, the TSX Venture Exchange issued a bulletin
confirming the listing of the Company's common shares on the NEX
Board under the symbol ORT.H, towards a possible relisting, as a
first step, on the TSX Venture Exchange ("TSX-V") when and if the
Company emerges from creditor protection and meets the listing
requirements of the TSX-V.

However, the common shares will remain suspended from trading until
further notice, and there can be no guarantees that the Company
will be successful in obtaining the listing of its common shares on
the TSX-V or on any other stock exchange.

                          About Orbite

Orbite Technologies Inc. is a Canadian cleantech company whose
innovative and proprietary processes are expected to produce
alumina and other high-value products, such as rare earth and rare
metal oxides, at one of the lowest costs in the industry, and in a
sustainable fashion, using feedstocks that include aluminous clay,
kaolin, nepheline, bauxite, red mud, fly ash as well as serpentine
residues from chrysotile processing sites.  Orbite is currently in
the process of finalizing its first commercial high-purity alumina
(HPA) production plant in Cap-Chat, Quebec and has completed the
basic engineering for a proposed smelter-grade alumina (SGA)
production plant, which would use clay mined from its Grande-Vallee
deposit.  The Company's portfolio contains 15 intellectual property
families, including 45 patents and 48 pending patent applications
in 11 different countries and regions.  The first intellectual
property family is patented in Canada, USA, Australia, Japan and
Russia.  The Company also operates a state of the art technology
development center in Laval, Quebec, where its technologies are
developed and validated.


OTTLEY COMMUNICATIONS: Taps Benjamin Currence as Legal Counsel
--------------------------------------------------------------
Ottley Communications Corporation seeks approval from the U.S.
Bankruptcy Court for the District of Virgin Islands to hire legal
counsel in connection with its Chapter 11 case.

The Debtor proposes to hire Benjamin Currence, Esq., to, among
other things, negotiate with creditors and assist in the
preparation of a bankruptcy plan.

Mr. Currence will charge an hourly fee of $350 for his services.
The Debtor paid the attorney a pre-bankruptcy retainer in the
amount of $12,500.

In a court filing, Mr. Currence disclosed that he does not hold or
represent any interest adverse to the Debtor.

Mr. Currence maintains an office at:

     Benjamin Currence, Esq.
     P.O. Box 6143
     Charlotte Amalie
     St. Thomas, VI 00804-6143

                   About Ottley Communications

Ottley Communications Corporation sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. V.I. Case No. 17-30005) on May
8, 2017.  At the time of the filing, the Debtor estimated assets
and liabilities of less than $1 million.


PARAGON OFFSHORE: Kahn & Soden of Deloitte Named as Administrators
------------------------------------------------------------------
The High Court of Justice, Chancery Division, Companies Court of
England and Wales, considered Paragon Offshore plc'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:

     Neville Barry Kahn (insolvency practitioner number 8690)
     David Philip Soden (insolvency practitioner number 15790)
     Deloitte LLP
     Athene Place
     66 Shoe Lane
     London, EC4A 3BQ

Paragon says the appointment of the Joint Administrators is a
necessary component of the consensual plan of reorganization under
chapter 11 of the United States Bankruptcy Code that the company
announced on May 2, 2017.  Under the Consensual Plan, Paragon's
existing equity 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 subsidaires.

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.

                       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.


PENN HILLS SD: Moody's Affirms B3 Rating on $71.3MM of GO Debt
--------------------------------------------------------------
Moody's Investors Service has affirmed the B3 underlying rating on
Penn Hills School District PA's $71.3 million of outstanding
general obligation debt. Concurrently, Moody's has affirmed the B1
post-default enhanced rating on the district's Series 2012, 2013
and 2014 bonds and the A2 pre-default enhanced rating on the
district's Series 2015 bonds and notes. The outlook remains
negative for the underlying rating and stable for the enhanced
ratings.

The B3 underlying rating reflects the district's distressed
financial position including insufficient liquidity to operate a
complete fiscal year for three consecutive years. Cash flow
uncertainty remains and the district continues to rely on the
state's intercept programs to meet April 1 and May 15 debt service
payments. The rating also incorporates the district's willingness
to risk default on general obligation bonds, large budget pressures
driven by charter school enrollment, very high debt burden and
already heavy pension contributions, and Moody's expectations that
the district's liquidity position will remain challenged given its
distressed credit fundamentals.

The B1 post-default enhanced rating on the district's Series 2012,
2013 and 2014 bonds reflects Moody's assessment of the district in
the context of state aid that it receives and the rating
methodology titled, "State Aid Intercept Programs and Financings:
Pre and Post Default." Credit considerations include availability
of funds, timing of state aid payments, state aid trend, strength
of notification requirements, and timing between notification and
intercept. Additional credit factors include the debt service
coverage ratio and the underlying rating of the district. For
additional information regarding Moody's recent action regarding
the Pennsylvania School District Enhancement Program
(Post-Default), please refer to Moody's reports dated August 15,
2016.

The A2 pre-default enhanced rating on the district's Series 2015
bonds and notes reflects Moody's current assessments of the
Pennsylvania School District Enhancement Program (Fiscal Agent
Agreement), which provides for the pre-default intercept of state
aid which is directly paid to the paying agent. The debt service is
set up to coincide with the disbursements of the district's Basic
Education Funding (BEF) on the last Thursday of the month preceding
the November 15 and May 15 debt service payment dates.

Rating Outlook

The negative outlook on the district's underlying rating reflects
the continued inability of the district to fund debt service on its
own, and Moody's expectations of sustained and ongoing financial
stress given the lack of liquidity to meet payment obligations and
uncertainty over how the district will restore balanced
operations.

The enhanced ratings have a stable outlook. The stable outlook on
the B1 post-default ratings are assigned at the rating floor and
further downgrades to the underlying rating are unlikely to cause
further downgrade of the enhanced rating, and the outlook mirrors
the Commonwealth of Pennsylvania's outlook (Aa3 stable). The A2
pre-default rating also mirrors the outlook on the Commonwealth.

Factors that Could Lead to an Upgrade (Remove Negative Outlook)

- Reduced reliance on the state to meet debt service and other
   payments

- Improvement in the monthly cash flow position during the last
   four months of the fiscal year

- Stabilization of the district's overall operating position

Factors that Could Lead to a Downgrade

- Lack of improvement in fiscal 2018 monthly cash flow

- Continued reliance on the state intercept program to meet
   April 1 debt service

- Fiscal 2018 negative operating variance compared to budget

- Restructuring of debt to achieve near term budget relief

- Prospect of a debt restructuring that would impose loss on
   bondholders

- Inability to maintain district operations and programs leading
   to insolvency or overall reorganization

Legal Security

Debt service on the district's bonds are secured by a general
obligation limited tax pledge, as debt service is not exempt from
the limitations of Special Session Act 1 (Taxpayer Relief Act). The
2015 bonds are enhanced with additional security through a State
Appropriation Intercept Agreement which ensures the disbursement of
available state aid directly to the paying agent to pay debt
service on a pre-default basis.

Use of Proceeds

Not applicable.

Obligor Profile

The district has a total population of 42,423 and provides K-12
education to approximately 3,600 students. It is located in the
eastern central part of Allegheny County in the southwest portion
of the commonwealth, approximately 9 miles east of downtown
Pittsburgh.

Methodology

The principal methodology used in the underlying rating was US
Local Government General Obligation Debt published in December
2016. The principal methodology used in the enhanced rating was
State Aid Intercept Programs and Financings: Pre and Post Default
published in July 2013.


PERSISTENCE PARTNERS: Hires Pue & Kosowsky Firms as Accountants
---------------------------------------------------------------
Persistence Partners IV LLC seeks authorization from the U.S.
Bankruptcy Court for the District of Connecticut to employ:

     -- Pue, Chick Leibowitz & Blizzard, LLC, and
     -- J. Allen Kosowsky, CPA, PC

as accountants, financial advisers, and forensic accountants for
litigation purposes in this case.

The Debtor requires Pue Chick Leibowitz to:

     a. examine fee sharing calculations and source documents.

     b. perform forensic accounting services deemed necessary in
this case respecting fee sharing agreements and numerous other
matters expected to be critical to litigation support.

     c. perform general tax, financial, accounting and management
information consultations.

     d. attend meetings as requested by debtor.

     e. prepare forensic accounting report or other filings as may
be requested.

     f. perform general financial consulting analyses.

     g. perform other services as requested by debtor's management
consistent with professional standards to aid the debtor in its
operation and reorganization.

The Debtor requires Kosowsky to:

     a. prepare and testify respecting the fee sharing agreements
and related matters.

     b. perform forensic accounting analyses as required.

     c. review tax filings, financial statements.

     d. perform other financial and accounting analysis as may be
required.

The Debtor explains it is making the unusual request to employ two
firms as the Debtor believes that using a lower cost firm -- Pue
Chick Leibowitz -- to do the very substantial preparation and
analysis of materials, and the higher cost firm and particularly
its senior partner, J. Allen Kosowsky, to provide testimony based
on the analysis and reports of Pue Chick Leibowitz, will result in
the most efficient use of resources to achieve the best result.

The Debtors have agreed to pay Pue Chick Leibowitz according to
this arrangement:

     a. Professionals hourly rates:

           Partners                      $210-$300
           Managers                      $140-$200
           Supervisors and Seniors       $95-$135
           Staff                         $60-$90

     b. Pue Chick Leibowitz estimates the total accounting fees
will be approximately $14,000 and bases its estimate on the time
required for such services which it expects will total about 67
hours at $210 per hour, plus estimated costs in the sum of
approximately $1,000 for a total of approximately $15,000, subject
to amendment by further application to this Court.

     c. Application for compensation for services and reimbursement
of expenses shall be submitted to the Court for approval.

The Debtors have agreed to pay Kosowsky according to this
arrangement:

     a. Kosowsky professionals hourly rates:

            Partners-JAK                  $525
            Partners-CAG                  $475
            Partners-MP                   $475
            Supervisors and Seniors       $300
            Staff                         $150-$220

     b. Kosowsky estimates total fees and costs of this engagement
will be approximately $75,000.00 subject to amendment by further
application to this Court.

     c. Application for Compensation for services and reimbursement
of expenses shall be submitted to the Court for approval.

Michael R. Blezard, CPA, member of the firm of Pue, Chick Leibowitz
& Blizzard, LLC, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estates.

J. Allen Kosowsky, CPA, sole member of the firm of J. Allen
Kosowsky, CPA, PC, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estates.

The Accountants may be reached at:

      Michael R. Blezard, CPA
      Pue, Chick Leibowitz & Blizzard, LLC
      76 South Frontage Road
      Vernon, CT 06066
      Telephone: (860) 871-1722

            - and -

      J. Allen Kosowsky, CPA
      J. Allen Kosowsky, CPA, PC
      85 Willoughby Road
      Shelton, CT 06484
      Phone: (203) 929-6641
      Fax: (203) 926-1539

                 About Persistence Partners

Persistence Partners IV LLC filed Chapter 11 bankruptcy petition
(Bankr. Conn. Case No. 16-51161) on August 30, 2016.  Joseph P.
Beninati signed the petition as manager.  Carl T. Gulliver, Esq.,
at Coan Lewendon Gulliver & Miltenberger LLC serves as the Debtors'
counsel.

Persistence Partners estimated assets in the range of $10 million
to $50 million and estimated debts in the range of $500,000 to $1
million.


PROVIDENT FUNDING: S&P Rates Proposed $300MM Sr. Unsec. Notes 'B+'
------------------------------------------------------------------
S&P Global Ratings said it assigned its 'B+' debt rating and a '2'
recovery rating on Provident Funding Associates L.P.'s proposed
issuance of $300 million in senior unsecured notes due in 2025. The
'2' recovery rating indicates S&P's expectation for substantial
(70%-90%) recovery in the event of a payment default. Provident
plans to use the debt proceeds and draw on upsized revolving credit
facilities to retire the company's remaining
$453 million of senior unsecured notes.



R&G APPLIANCE: Case Summary & 8 Unsecured Creditors
---------------------------------------------------
Debtor: R&G Appliance Corporation
           dba Appliance City
        500 4th Street, SW
        Albuquerque, NM 87102

Case No.: 17-11339

Business Description: R&G Appliance Corporation owns electronics
                      and appliance stores in Albuquerque.

Chapter 11 Petition Date: May 24, 2017

Court: United States BANKRUPTCY COURT
       District of New Mexico (Albuquerque)

Judge: Hon. David T. Thuma

Debtor's Counsel: James Clay Hume, Esq.
                  HUME LAW FIRM
                  PO Box 10627
                  Alameda, NM 87184-0627
                  Tel: 505-888-3606
                  E-mail: James@hume-law-firm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Violet Tabet, president, R&G Appliance
Corporation.

A copy of the Debtor's list of eight unsecured creditors is
available for free at http://bankrupt.com/misc/nmb17-11339.pdf


R.C.A. RUBBER: Plan Filing Deadline Extended Until August 16
------------------------------------------------------------
Judge Alan Koschik of the U.S. Bankruptcy Court for the Northern
District of Ohio has extended by an additional 90 days -- until
August 16, 2017 -- the exclusivity period for The R.C.A. Rubber
Company to file a Plan of Reorganization and to October 16, 2017,
the deadline for the Debtor to obtain confirmation of any plan.

The Troubled Company Reporter has previously reported that the
Debtor asked the Court to extend the exclusivity period to file a
plan of reorganization, claiming that since the Petition Date, its
attention has primarily been directed to managing both the
day-to-day operations of the company and reporting aspects of the
Chapter 11 Case.

The Debtor contended that it has worked diligently to craft and
negotiate a reorganization plan and has made substantial progress.
The Debtor also said it has improved its efficiency and continues
to analyze its operations in order to find further ways to improve
its business operations.

The Debtor however said that it has a unionized labor workforce of
about 70 employees and has been engaged in negotiations for the
past few months on the terms of a currently expired collective
bargaining agreement.

While the Debtor has made substantial progress in the Chapter 11
Case and the effort of developing an effective plan of
reorganization, it is also exploring financing options to help
develop a plan to exit bankruptcy.

Accordingly, the Debtor requires additional time to complete
negotiations under a collective bargaining agreement, resolution
efforts with one of its largest creditors, PBGC, and other matters
that require additional time before a plan of reorganization can be
proposed.

                 About The R.C.A. Rubber Company

The R.C.A. Rubber Company filed a Chapter 11 bankruptcy petition
(Bankr. N.D. OH. Case No. 16-52757) on November 18, 2016.  The
petition was signed by Shane R. Price, vice president. The Debtor
operates a commercial rubber manufacturing company specializing in
commercial flooring primarily used in the transit/transportation
industry.

The Hon. Alan M. Koschik presides over the case. Michael A. Steel,
Esq. of Brennan, Manna & Diamond, LLC represents the Debtor as
counsel.  

The Debtor disclosed total assets of $2.17 million and total
liabilities of $1.57 million.


RENTPATH LLC: Moody's Affirms B3 CFR & Alters Outlook to Stable
---------------------------------------------------------------
Moody's Investors Service affirmed RentPath's B3 Corporate Family
Rating (CFR) and revised the rating outlook to stable from
negative. The change in outlook reflects the company de-levering
from 8.7x debt-to-EBITDA as of FYE 2015 to 6.5x as of March 31,
2017 through EBITDA growth and reduced revolver borrowings. Moody's
believes significant competition in the apartment advertising
market will continue to create earnings volatility but that
RentPath's leverage reduction provides additional flexibility to
absorb a modest EBITDA decline within the credit metrics
anticipated for the rating. RentPath's EBITDA has grown mostly from
a decline in discretionary marketing spend that was elevated due to
increased competition in the company's rental listing market. The
stable outlook reflects Moody's expectation that RentPath will
maintain debt-to-EBITDA leverage below 7.0x through 2018.

Moody's took the following rating actions on RentPath, LLC:

Corporate Family Rating, affirmed at B3

Probability of Default Rating, affirmed at B3-PD

$50 million Revolving Credit Facility maturing December 2019,
affirmed at B2 (LGD3)

$505 million 1st lien term loan maturing December 2021, affirmed
at B2 (LGD3)

$170 million 2nd lien term loan maturing December 2022, affirmed
at Caa2 (LGD5)

The outlook was changed to stable from negative

RATINGS RATIONALE

RentPath's B3 CFR reflects its high debt-to-EBITDA leverage of 6.5x
(including Moody's standard adjustments), small scale, and narrow
business focus on the apartment rental advertising market. The
rating also reflects a very competitive environment which has led
revenue and EBITDA volatility. Because of constant turnover in the
population of apartment seekers and the presence of meaningful
competitors with greater spending capacity that are pushing for
growth, RentPath must consistently invest in its technology
platform and in marketing to sustain a competitive flow of rental
leads to its clients. Reliance on digital search creates
vulnerability to technology changes. RentPath operates several
different websites; however, there is high dependency on its
ApartmentGuide.com and Rent.com websites for the vast majority of
revenue and EBITDA. The company has transitioned to digital media
from print and has converted its website to a subscription based
service.

The company's ability to generate low-single-digit revenue growth
from its subscription services in recent quarters despite reduced
marketing expense is favorable given the highly competitive
environment. However, Moody's remains concerned that sustaining the
revenue performance without incremental investment in marketing and
the technology platform to enhance services will be challenging and
some pullback in earnings and a slight increase in leverage
expected over the next year. Moody's expects leverage to increase
slightly through 2017 as the company invests in stronger technology
to provide improved services to its subscribers.

Moody's expects that RentPath will have adequate liquidity over the
next 12-15 months. The company currently has a $50 million
revolving credit facility with $10 million drawn as of Q1 2017.
Moody's expects the company's $7 million of cash as of March 31,
2017 and modest projected free cash flow of $7-$10 million over the
next 12 months provides adequate coverage for the approximate $5
million of required term loan amortization. The first and second
lien term loans are covenant lite and the revolver has a springing
6x maximum senior secured first lien net leverage covenant when 30%
drawn. Moody's does not anticipate revolver borrowings will trigger
the covenant requirement over the next year and that there is
cushion within the covenant leverage level to absorb a modest
earnings decline.

The stable rating outlook reflects Moody's expectation that
RentPath will continue to grow revenue modestly, with some
temporary and minor reduction in EBITDA over the next 12 months as
the company invests in new products and technological improvements.
Moody's expects EBITDA to remain at or around $100 million over the
12-18 months forecast horizon.

Moody's could upgrade the ratings if RentPath has good liquidity,
generates good free cash flow in mid-single digits as a percentage
of debt and grows EBITDA such that leverage is sustained below 6.0x
(incorporating Moody's standard adjustments). Expectation of
RentPath growing its operating income in a highly competitive
environment and confidence that private equity sponsors were
committed to maintaining leverage below this level would also be
required.

Moody's would lower RentPath's ratings if free cash flow or
liquidity deteriorates, debt-to-EBITDA exceeds 8.0x, or revenue or
earnings weakens because of investment needs or competitive
pressures.

Headquartered in Atlanta, Georgia, RentPath, LLC (RentPath) is a
leading provider of marketing and information services for the
residential rental real estate market. The company operates a
number of web properties including ApartmentGuide.com, Rent.com,
Rentals.com, and RentalHouses.com. RentPath is owned by Providence
Equity Partners LLC and TPG Partners VI, L.P which have equal
ownership positions of 48.7%. RentPath generated approximately $264
million of revenue for the twelve months ended March 31, 2017.

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


ROUGH COUNTRY: S&P Assigns 'B' CCR; Outlook Stable
--------------------------------------------------
S&P Global Ratings said that it has assigned its 'B' corporate
credit rating to Dyersburg, Tenn.-based auto supplier Rough Country
LLC.  The outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the company's proposed $205 million first-lien
term loan due 2023 and $20 million revolver due 2022.  The '3'
recovery rating indicates S&P's expectation that debtholders would
realize meaningful (50%-70%; rounded estimate: 60%) recovery in the
event of a payment default.

"Our ratings on Rough Country reflect its highly leveraged balance
sheet and our belief that the company is a niche participant in the
broader auto supplier market," said S&P Global credit analyst David
Binns.  "Our ratings also incorporate the discretionary nature of
the company's products, which requires Rough Country to
successfully adapt to changes in consumer preferences to stay
competitive."

The stable outlook on Rough Country reflects S&P's expectation that
the company will continue to maintain above-average EBITDA margins,
allowing it to generate a FOCF-to-debt ratio of 4%-6%.

S&P could lower its ratings on Rough Country if its EBITDA margins
became volatile and its FOCF-to-debt ratio fell below S&P's
expectations.  This could be caused by weaker-than-expected
consumer demand for its products due to a deteriorating economic
environment or a sharp increase in gas prices, which could limit
the growth of discretionary purchases.  This could also be caused
by increased competition or rising commodity prices.

S&P views an upgrade as unlikely during the next 12 months because
it believes that Rough Country's financial policies will remain
highly leveraged under its new financial sponsor.  However, if the
company expands its gross margins significantly (leading its
debt-to-EBITDA to fall below 5x) and its financial sponsor commits
to a financial policy that will allow the company to maintain its
leverage at this level on a sustained basis, S&P could consider an
upgrade.


RS CONSTRUCT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: RS Construct, Inc.
        6403 Sea Star Drive
        Malibu, CA 90265

Case No.: 17-10920

Business Description: RS Construct -- https://www.rsconstruct.net
                      -- is a commercial, general construction
                      company based in Southern California.

Chapter 11 Petition Date: May 24, 2017

Court: United States Bankruptcy Court
       Central District of California (Santa Barbara)

Judge: Hon. Deborah J. Saltzman

Debtor's Counsel: Jeremy Faith, Esq.
                  MARGULIES FAITH LLP
                  16030 Ventura Blvd Ste 470
                  Encino, CA 91436
                  Tel: 818-705-2777
                  Fax: 818-705-3777
                  E-mail: Jeremy@MarguliesFaithlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Randolph Sall, president.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/casb17-10920.pdf


SPANISH BROADCASTING: Incurs $10.8 Million Net Loss for Q1
----------------------------------------------------------
Spanish Broadcasting System, Inc. filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $10.83 million on $31.35 million of net revenue for the
three months ended March 31, 2017, compared to a net loss of $11.31
million on $31.61 million of net revenue for the three months ended
March 31, 2016.

As of March 31, 2017, Spanish Broadcasting had $451.1 million in
total assets, $576.0 million in total liabilities and a total
stockholders' deficit of $124.9 million.

"Our first quarter results mark a good start to the year as we
continued to grow our total audience shares while also delivering
improved operating results," said Raul Alarcon, Chairman and CEO.
"Our strategy remains centered on maximizing the reach of our
multi-media assets, including our radio stations which continue to
hold leadership positions across the nation's largest Hispanic
markets.  We have also further advanced our experiential platform
and our mobile entertainment presence through our unique LaMusica
app.  Looking ahead, we will continue to operate with a focus on
innovation as we look to capitalize on our multi-media capabilities
and connect advertisers and brands with highly engaged Latino
audiences across all media platforms."

Consolidated Adjusted OIBDA, a non-GAAP measure, totaled $5.9
million compared to $5.4 million for the same prior year period,
representing an increase of $0.5 million or 9%.  The Company's
radio segment Adjusted OIBDA decreased $0.1 million or 1%,
primarily due to a decrease in operating expenses of $0.2 million
and an decrease in net revenues of $0.3 million.  Radio station
operating expenses decreased mainly due to decreases compensation
and benefits, commissions, facilities expenses and professional
fees offset by increases in digital programming costs related to
the LaMusica App, affiliate station compensation and special events
expenses.  The Company's television segment Adjusted OIBDA improved
$0.4 million or 37%, due to the increase in net revenues of less
than $0.1 million and a decrease in operating expenses of $0.3
million.  Television station operating expenses decreased primarily
due to decreases in professional fees, compensation and benefits,
and barter expenses offset by increases in originally produced
content costs and reduced production tax credits in Puerto Rico.
The Company's corporate expenses, excluding non-cash stock-based
compensation, decreased $0.3 million or 10%, mostly due to a
decrease in professional fees offset by an increase in compensation
and benefits.

Operating income totaled $3.8 million compared to $3.8 million for
the same prior year period, representing an increase of less than
$0.1 million or 2%.  This increase in operating income was
primarily due to decreases in operating and corporate expenses and
offset by a decrease in net revenues and an increase in
recapitalization costs of $0.8 million related to professional fees
incurred by the Company in evaluating all options available towards
executing a comprehensive recapitalization plan.

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

                      https://is.gd/WkP22y

                   About Spanish Broadcasting

Spanish Broadcasting System, Inc. (OTCMKTS:SBSAA) --
http://www.spanishbroadcasting.com/-- is one of the largest owners
and operators of radio stations in the United States.  SBS owns and
operates 17 radio stations located in the top U.S. Hispanic markets
of New York, Los Angeles, Miami, Chicago, San Francisco and Puerto
Rico, airing the Spanish Tropical, Regional Mexican, Spanish Adult
Contemporary, Top 40 and Latin Rhythmic format genres.  SBS also
operates AIRE Radio Networks, a national radio platform which
creates, distributes and markets leading Spanish-language radio
programming to over 250 affiliated stations reaching 93% of the
U.S. Hispanic audience.  SBS also owns MegaTV, a television
operation with over-the-air, cable and satellite distribution and
affiliates throughout the U.S. and Puerto Rico.  SBS also produces
live concerts and events and owns multiple bilingual websites,
including http://www.LaMusica.com/, an online destination and
mobile app providing content related to Latin music, entertainment,
news and culture.

Spanish Broadcasting reported a net loss of $16.34 million for the
year ended Dec. 31, 2016, compared with a net loss of $26.95
million for the year ended Dec. 31, 2015.  

Crowe Horwath LLP, in Fort Lauderdale, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, stating that the 12.5% Senior Secured
Notes had a maturity date of April 15, 2017.  Cash from operations
or the sale of assets was not sufficient to repay the notes and
other short term obligations when they became due, which resulted
in significant liquidity requirements on the Company that raise
substantial doubt about its ability to continue as a going
concern.

                          *     *     *

As reported by the TCR on May 25, 2017, S&P Global Ratings withdrew
its 'D' corporate credit rating and issue-level ratings on
U.S.-based Spanish-language broadcaster Spanish Broadcasting
System.  "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.

In April 2017, Moody's Investors Service downgraded SBS's corporate
family rating to 'Ca' from 'Caa2'.  SBS's 'Ca' corporate family
rating reflects an elevated expected loss rate following the
recently announced default under the company's 12.5% senior secured
notes due April 2017.


STONEYBROOK PARK: Seeks Approval on Cash Collateral Use Thru July 6
-------------------------------------------------------------------
Stoneybrook Park, LLC, asks the U.S. Bankruptcy Court for the
Western District of Virginia to allow it to use the cash collateral
for a term of 35 days, until a full hearing can be held on July 6,
2017 at 10:30 a.m.

The Debtor is in the real estate business, and the Debtor desires
to use its rental income for the ordinary and necessary expenses of
the Debtor, in particular payroll, payroll taxes, utilities,
insurance, and other operating expenses.  As set forth in its cash
collateral budget, the Debtor expects to incur total expenses in
the aggregate sum of $6,250.

The Highlands Union Bank claims to hold a lien upon the rental
income of the Debtor.

Accordingly, the Debtor is offering to provide Highlands Union Bank
a continuing lien on the postpetition rental income for the use of
its current rental income, and adequate protection payments on its
debt during the pendency of the case and as adequate protection for
the cash collateral used.

The Debtor contends that it does not have sufficient funds to
continue its operations without the use of its rental income. As
such, these funds are necessary for the continuation of the
operations in the ordinary course of the Debtor's business.

A full-text copy of the Debtor's Motion, dated May 23, 2017, is
available at https://is.gd/kpOPej

Stoneybrook Park is represented by:

          Robert T. Copeland, Esq.
          COPELAND LAW FIRM, P.C.
          P.O. Box 1296
          Abingdon, VA 24212
          Telephone: (276) 628-9525
          Facsimile: (276) 628-4711

                     About Stoneybrook Park

Stoneybrook Park, LLC, filed a Chapter 11 petition (Bankr. W.D. Va.
Case No. 17-70693) on May 23, 2017.  The Debtor is represented by
Robert T. Copeland, Esq. at Copeland Law Firm, P.C.


SUMMIT MATERIALS: S&P Rates Proposed $300MM Sr. Unsec. Notes 'BB-'
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating (the same
as the company's corporate credit rating) to U.S.-based heavy
materials producer Summit Materials LLC's and Summit Materials
Finance Corp.'s proposed $300 million senior unsecured notes due in
2025.  The '4' recovery rating on the proposed notes reflects S&P's
expectation for average (30%-50%; rounded estimate: 30%) recovery
of principal for lenders in the event of a payment default.

Summit plans to use the proceeds for general corporate purposes and
to fund potential future acquisitions.

S&P assessed recovery prospects on the basis of a reorganization
value of about $1.3 billion, derived from projected EBITDA at
emergence of $220 million--$15 million higher than S&P's previous
valuation--and a 6x multiple.  The increase in S&P's assumed
recovery value reflects the incremental EBITDA generation that S&P
anticipates will be provided by Summit's acquisitions and captures
what S&P expects would be a rebound in profitability following the
sharp cyclical downturn contemplated by our default scenario.

S&P affirmed its ratings on the rest of Summit's capital structure,
including S&P's 'BB+' rating on the company's $650 million term
loan due in 2022, and S&P's 'BB-' ratings on the company's $250
million unsecured notes due in 2022 and $625 million senior
unsecured notes due in 2023.  The recovery rating on the term loan
remains '1', indicating S&P's expectation for very high (90%-100%;
rounded estimate: 95%) recovery of principal for lenders in the
event of a default.  The recovery rating on the senior unsecured
notes remains '4', indicating S&P's expectation for average
(30%-50%; rounded estimate: 30%) recovery of principal for lenders
in the event of a payment default.

The 'BB-' corporate credit rating and positive outlook on Summit
are unchanged.  The rating reflects S&P's assessment of the
company's financial risk profile as aggressive and its business
risk profile as satisfactory, based on S&P's criteria.

RATINGS LIST

Summit Materials LLC
Corporate Credit Rating          BB-/Positive/--

New Rating
Summit Materials LLC
Summit Materials Finance Corp.
Senior Unsecured
  $300 mil sr notes due in 2025  BB-
   Recovery Rating               4 (30%)

Ratings Affirmed
Summit Materials LLC
Senior Secured                   BB+
  Recovery Rating                1 (95%)

Summit Materials LLC
Summit Materials Finance Corp.
Senior Unsecured                BB-
  Recovery Rating                4 (30%)


SUNEDISON INC: Claims Bar Date Set for June 23
----------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York set
June 23, 2017, at 5:00 p.m. (prevailing Eastern Time) as deadline
for persons or entities to file proofs of claim against SunEdison
Inc. and its debtor-affiliates.

The Court also set Oct. 4, 2017, at 5:00 p.m. (prevailing Eastern
Time) as the last date for governmental units to file their claims
against the Debtors.

All proofs of claim must be file at:

a) If by mail:

    SunEdison Inc. Claims Processing Center
    c/o Prime Clerk LLC
    830 3rd Avenue, 3rd Floor
    New York, New York 10022

b) If delivered by hand:

   United States Bankruptcy Court for the Southern District of New
York
   One Bowling Green, Room 534
   New York, NY 10004-1408

c) If filed electronically:
http://cases.primeclerk.com/sunedison/EPOC-Index.

                    About SunEdison, Inc.

SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean power
generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.

On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017).  Martin H. Truong, the senior vice
president, general counsel and secretary, signed the petitions.
The Debtors disclosed total assets of $20.7 billion and total debt
of $16.1 billion as of Sept. 30, 2015.

The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent.  The Debtors employed
PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as
their auditor and tax consultant.

SunEdison also has tapped Eversheds LLP as its special counsel for
Great Britain and the Middle East. Cohen & Gresser LLP has also
been retained as special counsel.

The Debtors retained Ernst &Young LLP to provide tax-related
services.  Keen-Summit Capital Partners LLC has been hired as real
estate advisor.  Binswanger of Texas, Inc., also has been retained
as real estate agent.

Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc.,
and TerraForm Global, Inc.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.  Togut, Segal & Segal LLP and Kobre & Kim LLP serve as
conflicts counsel.  Alvarez & Marsal North America, LLC, serves as
the Committee's financial advisors.

Counsel to the administrative agent under the Debtors' prepetition
first lien credit agreement are Richard Levy, Esq., and Brad
Kotler, Esq., at Latham & Watkins.

Counsel to the administrative agent under the postpetition DIP
financing facility are Scott Greissman, Esq., and Elizabeth Feld,
Esq. at White & Case LLP.

Counsel to the Tranche B Lenders (as defined in the DIP credit
agreement) and the steering committee of the second lien creditors
are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss
Hauer & Field, LLP.

Counsel to the administrative agent under the Debtors' prepetition
second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.

The collateral trustee under the Debtors' prepetition second lien
credit agreement and the indenture trustee under each of the
Debtors' outstanding bond issuances, is represented by Marie C.
Pollio, Esq., at Shipman & Goodwin LLP.

Counsel to the ad hoc group of certain holders of the Debtors'
convertible senior notes is White & Case LLP's Tom Lauria, Esq.


SUNVALLEY SOLAR: Needs $4.5-Million Add'l Financing for Expansion
-----------------------------------------------------------------
Sunvalley Solar, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $724,196 on $295,109 of revenues for the three months ended
March 31, 2017, compared to a net loss of $829,761 on $0 of
revenues for the three months ended March 31, 2016.

The Company's balance sheet at March 31, 2017, showed $5.50 million
in total assets, $4.33 million in total liabilities, and $1.16
million in total stockholders' equity.

As of March 31, 2017, the Company had current assets in the amount
of $3.299 million, consisting of cash and cash equivalents in the
amount of $599,700, accounts receivable of $2.113 million,
inventory in the amount of $114,300, costs in excess of billings on
uncompleted contracts of $355,700, prepaid expenses and other
current assets of $79,393, and restricted cash of $37,500.  As of
March 31, 2017, the Company had current liabilities in the amount
of $4.331 million.  These consisted of accounts payable and accrued
expenses in the amount of $4.146 million, accrued warranty of
$166,342, customer deposits of $13,121 and notes payable, net of
$32,281.  The working capital deficit as of March 31, 2017 was
therefore $1.032 million.  During the three months ended March 31,
2017, its operating activities used a net $895,300 in cash.
Investing activities used $16,500 in cash and financing activities
used $52,307 during the period.

As of March 31, 2017, the Company had no long term liabilities.  As
part of its acquisition of Rayco Energy, the Company acquired a
direct capital loan with a balance $32,281 as of March 31, 2017.
The note accrues interest at a rate of 24.90%.

In connection with the Company's acquisition of Rayco Energy, it
agreed to pay $350,000 in cash as a part of the purchase price.
The Company issued a Note Payable for this obligation in the amount
of $350,000, bearing interest at 6%.  The Note is contingent upon
the operations of Rayco netting a profit in excess of $10,000 for
the period May 16, 2016, through Dec.31, 2016.  The conditions were
not met during 2016, therefore the note was voided and the company
no longer has outstanding contingencies.

"We will require substantial additional financing in the
approximate amount of $4,500,000 in order to execute our business
expansion and development plans and we may require additional
financing in order to sustain substantial future business
operations for an extended period of time.  We currently do not
have any firm arrangements for financing and we may not be able to
obtain financing when required, in the amounts necessary to execute
on our plans in full, or on terms which are economically feasible,"
the Company stated in the filing.

"We are currently seeking additional financing.  If we are unable
to obtain the necessary capital to pursue our strategic plan, we
may have to reduce the planned future growth of our operations."

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

                    https://is.gd/cqcdxY

                    About Sunvalley Solar

Sunvalley Solar, Inc., is a California-based solar power technology
and system integration company.  Since the inception of its
business in 2007, the company has focused on developing its
expertise and proprietary technology to install residential,
commercial and governmental solar power systems.

Sunvalley Solar reported a net loss of $999,118 on $8.492 million
of
revenue for the year ended Dec. 31, 2016, compared to net income
of
$195,811 on $5.788 million of revenue for the year ended Dec. 31,
2015.

Sadler, Gibb & Associates, LLC issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016.  The Company has suffered net losses and has
accumulated a significant deficit.  The auditors said these factors
raise substantial doubt about the Company's ability to continue as
a going concern.


SYNCHRONOSS TECHNOLOGIES: Receives Nasdaq Notice on Delayed 10-Q
----------------------------------------------------------------
Synchronoss Technologies, Inc., on May 22, 2017, disclosed that it
has received an anticipated letter from the Listing Qualifications
Department of The NASDAQ Stock Market ("Nasdaq") notifying the
Company of its noncompliance with Nasdaq Listing Rule 5250(c)(1)
because the Company has not yet filed its Quarterly Report on Form
10-Q for the quarter ended March 31, 2017 (the "Form 10-Q").
Nasdaq indicated that the Company has 60 days to submit a plan to
regain compliance.  If Nasdaq accepts the Company's plan, it may
grant an exception of up to 180 calendar days from the Form 10-Q's
due date, or November 6, 2017, to regain compliance.  If Nasdaq
does not accept the Company's plan, the Company will have the
opportunity to appeal that decision to a Nasdaq Hearings Panel
before any delisting occurs.

The Company intends to regain compliance with Nasdaq's filing
requirements, and will file the Form 10-Q as soon as practicable.

The notification of noncompliance has no immediate effect on the
listing or trading of Synchronoss' common stock on the Nasdaq
Global Select Market under the symbol "SNCR".

                   About Synchronoss Technologies

Synchronoss (NASDAQ: SNCR) -- http://www.synchronoss.com-- is a
software company that helps service providers and enterprises
realize and execute their goals for mobile transformation now.


TIDEWATER INC: Hires AlixPartners as Restructuring Advisor
----------------------------------------------------------
Tidewater Inc., et al., seek authority from the U.S. Bankruptcy
Court for the District of Delaware to employ AlixPartners, LLP, as
restructuring advisor to the Debtors.

Tidewater Inc. requires AlixPartners to:

   a. assist in preparing for and filing chapter 11 petitions
      and motions for first-day relief;

   b. provide customary chapter 11 case management services,
      including assisting with the preparation of statements of
      financial affairs, schedules and other regular reports
      required by the Court, and claims management and resolution
      services;

   c. assist the Debtors in coordinating elements of the
      restructuring, including but not limited to management of
      various diligence requests and coordination of
      communication with the stakeholders and their
      representatives with respect thereto, and process
      administration;

   d. assist the "working group" professionals who are
      representing the Debtors in the reorganization process or
      who are working for the Debtors' various stakeholders to
      coordinate their effort and individual work product in
      order to be consistent with the Debtors' overall
      restructuring goals;

   e. assist the Debtors in developing a rolling 13-week case
      receipts and disbursements forecasting tool and variance
      analysis;

   f. provide assistance in such areas as testimony before the
      Court on matters that are within the scope of the
      engagement and within AlixPartners' area of testimonial
      competencies; and

   g. assist with such other matters as may be requested that
      fall within AlixPartners' expertise and that are mutually
      agreeable to the parties.

AlixPartners will be paid at these hourly rates:

     Managing Director            $960–$1,135
     Director                     $745–$910
     Vice President               $550–$660
     Associate                    $380–$520
     Analyst                      $135–$365
     Paraprofessional             $250–$270

Prior to the Petition Date, AlixPartners received $2,316,043.75 in
the aggregate for professional services performed and expenses
incurred. AlixPartners' current estimate is that it has received
unapplied advance payments from the Debtors in excess of
prepetition billings in the amount of $300,000.

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

David C. Johnston, managing director of AlixPartners, LLP, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and (a) is not
creditors, equity security holders or insiders of the Debtors; (b)
has not been, within two years before the date of the filing of the
Debtors' chapter 11 petition, directors, officers or employees of
the Debtors; and (c) does not have an interest materially adverse
to the interest of the estate or of any class of creditors or
equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtor, or
for any other reason.

AlixPartners can be reached at:

     David C. Johnston
     ALIXPARTNERS, LLP
     909 Third Avenue
     New York, NY 10022
     Tel: (212) 490-2500
     Fax: (212) 490-1344

                  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 administrative
advisors, and claims and solicitation agent.


TIDEWATER INC: Hires Epiq as Claims and Noticing Agent
------------------------------------------------------
Tidewater Inc., et al., seek authority from the U.S. Bankruptcy
Court for the District of Delaware to employ Epiq Bankruptcy
Solutions, LLC, as claims and noticing agent to the Debtors.

Tidewater Inc. requires Epiq to:

   (a) prepare and serve required notices and documents in the
       chapter 11 cases in accordance with the Bankruptcy Code
       and the Bankruptcy Rules in the form and manner directed
       by the Debtors and the Court, including (i) notice of the
       commencement of the chapter 11 cases and the initial
       meeting of creditors under section 341(a) of the
       Bankruptcy Code, (ii) notice of any claims bar date, (iii)
       notices of transfers of claims, (iv) notices of objections
       to claims and objections to transfers of claims, (v)
       notices of any hearings on a disclosure statement and
       confirmation of the Debtors' plan or plans of
       reorganization, including under Bankruptcy Rule 3017(d),
       (vi) notice of the effective date of any plan, and (vii)
       all other notices, orders, pleadings, publications and
       other documents as the Debtors or the Court may deem
       necessary or appropriate for an orderly administration of
       the chapter 11 cases;

   (b) maintain any official copy of the Debtors' schedules of
       assets and liabilities and statements of financial affairs
       (collectively, the "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 and make said lists available
       upon request by a party-in-interest or the Clerk;

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

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

   (f) for all notices, motions, orders, or other pleadings or
       documents served, prepare and file or cause to be filed
       with the Clerk an affidavit or certificate of service
       within seven business days of service which includes (i)
       either a copy of the notice served or the docket number(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, check said processing for accuracy
       and maintain the original proofs of claim in a secure
       area;

   (h) maintain the official claims register for each Debtor
       (collectively, the "Claims Registers") on behalf of the
       Clerk; upon the Clerk's request, provide the Clerk with
       certified, duplicate unofficial Claims Registers; and
       specify in the Claims Registers the following information
       for each claim docketed: (i) the claim number assigned,
       (ii) the date received, (iii) the name and address of the
       claimant and agent, if applicable, who filed the claim,
       (iv) the amount asserted, (v) the asserted
       classification of the claim (e.g., secured, unsecured,
       priority, etc.), (vi) the applicable Debtor, and (vii) any
       disposition of the claim;

   (i) implement necessary security measures to ensure the
       completeness and integrity of the Claims Registers and the
       safekeeping of the original claims;

   (j) record all transfers of claims and provide any notices of
       such transfers as required by Bankruptcy Rule 3001(e);

   (k) relocate, by messenger or overnight delivery, all of the
       court-filed proofs of claim to the offices of Epiq, not
       less than weekly;

   (l) upon completion of the docketing process for all claims
       received to date for each case, turn over to the Clerk
       copies of the Claims Registers for the Clerk's review
       (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 and any service or mailing lists,
       including to identify and eliminate duplicative names and
       addresses from such lists;

   (n) identify and correct any incomplete or incorrect addresses
       in any mailing or service lists;

   (o) assist in the dissemination of information to the public
       and respond to requests for administrative information
       regarding the chapter 11 cases as directed by the Debtors
       or the Court, including through the use of a case website
       and call center;

   (p) if these chapter 11 cases are converted to cases under
       chapter 7 of the Bankruptcy Code, contact the Clerk's
       office within three days of notice to Epiq of entry of
       the order converting the cases;

   (q) 30 days prior to the close of these chapter 11
       cases, to the extent practicable, request that the Debtors
       submit to the Court a proposed order dismissing Epiq as
       Claims and Noticing Agent and terminating its services in
       such capacity upon completion of its duties and
       responsibilities and upon the closing of these chapter 11
       cases;

   (r) within seven days of notice to Epiq of entry of an
       order closing the chapter 11 cases, provide to the Court
       the final version of the Claims Registers as of the date
       immediately before the close of the chapter 11 cases; and

   (s) at the close of these chapter 11 cases, box and transport
       all original documents, in proper format, as provided by
       the Clerk's office, to (i) the Federal Archives Record
       Administration, located at Central Plains Region, 200
       Space Center Drive, Lee's Summit, Missouri 64064; or (ii)
       any other location requested by the Clerk's office.

Epiq will be paid at these hourly rates:

     Executives                                       No Charge
     Communication Consultant                         $395
     Executive Vice President, Solicitation           $215
     Solicitation Consultant                          $190
     Consultants/Directors/Vice Presidents            $160-$190
     Case Managers                                    $70-$165
     IT/Programming                                   $65-$85
     Clerical/Administrative Support                  $25-$45

Epiq will be paid a retainer in the amount of $25,000.

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

Brian Karpuk, partner of Epiq Bankruptcy Solutions, LLC, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and (a) is not
creditors, equity security holders or insiders of the Debtors; (b)
has not been, within two years before the date of the filing of the
Debtors' chapter 11 petition, directors, officers or employees of
the Debtors; and (c) does not have an interest materially adverse
to the interest of the estate or of any class of creditors or
equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtor, or
for any other reason.

Epiq can be reached at:

     Brian Karpuk
     EPIQ BANKRUPTCY SOLUTIONS, LLC
     824 N. Market Street, Suite 412
     Wilmington, DE 19801
     Tel: (302) 574-2600

                  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 administrative
advisors, and claims and solicitation agent.


TIDEWATER INC: Hires Lazard Freres as Investment Banker
-------------------------------------------------------
Tidewater Inc., et al., seek authority from the U.S. Bankruptcy
Court for the District of Delaware to employ Lazard Freres & Co.,
as investment banker to the Debtors.

Tidewater Inc. requires Lazard Freres to:

   a. review and analyze the Debtors' business, operations, and
      financial projections;

   b. evaluate the Debtors' potential debt capacity in light of
      its projected cash flows;

   c. assist in the determination of a capital structure for the
      Debtors;

   d. assist in the determination of a range of values for the
      Debtors on a going concern basis;

   e. advise the Debtors on tactics and strategies for
      negotiating with the Stakeholders;

   f. render financial advice to the Debtors and participate in
      meetings or negotiations with the Stakeholders and rating
      agencies or other appropriate parties in connection with
      any Restructuring;

   g. advise the Debtors on the timing, nature, and terms of new
      securities, other consideration or other inducements to be
      offered pursuant to any Restructuring;

   h. advise and assist the Debtors in evaluating any potential
      Financing transaction by the Debtors, and, subject to
      Lazard Freres's agreement so to act and, if requested by
      Lazard, to execution of appropriate agreements, on behalf
      of the Debtors, contact potential sources of capital as the
      Debtors may designate and assist the Debtors in
      implementing such Financing;

   i. assist the Debtors in preparing documentation within
      Lazard Freres's area of expertise that is required in
      connection with any Restructuring;

   j. assist the Debtors in identifying and evaluating candidates
      for any potential Sale Transaction, advising the Debtors in
      connection with negotiations and aiding in the consummation
      of any Sale Transaction;

   k. attend meetings of the Board of Directors of Tidewater with
      respect to matters on which Lazard Freres has been engaged
      to advise under the Engagement Letter;

   l. assist in the development of presentations to the Board of
      Directors of Tidewater, creditors, and third parties;

   m. participate in negotiations among the Debtors and its
      creditors and other interested parties;

   n. provide testimony, as necessary, with respect to matters on
      which Lazard Freres has been engaged to advise under the
      Engagement Letter in any proceeding before the Bankruptcy
      Court; and

   o. provide the Debtors with other financial restructuring
      advice.

Lazard Freres will be paid as follows:

     a. Monthly Fees: Commencing November 1, 2016, a monthly fee
        of $175,000 (the "Monthly Fee"), payable on execution of
        the Engagement Letter and on the 1st day of each month
        thereafter until the earlier of the completion of the
        Restructuring or the termination of Lazard Freres's
        engagement. Fifty percent (50%) of all Monthly Fees paid,
        commencing with the month beginning November 1, 2016,
        shall be credited, without duplication, against any
        Restructuring Fee, Sale Transaction Fee, Minority Sale
        Transaction Fee, or Financing Fee payable; provided,
        that, in the event of a Chapter 11 filing, such credit
        shall only apply to the extent that such fees are
        approved in entirety by the Bankruptcy Court, if
        applicable.

     b. Restructuring Fee: A fee equal to $9.25 million, payable
        upon the consummation of a Restructuring (the
        "Restructuring Fee"); provided, however, that if a
        Restructuring is to be completed through a "pre-packaged"
        or "pre-arranged" plan of reorganization, the
        Restructuring Fee shall be earned and shall be payable
        upon the earlier of (i) execution of definitive
        agreements with respect to such plan, and (ii) delivery
        of binding consents to such plan by a sufficient number
        of creditors and bondholders, as the case may be, to bind
        the creditors or bondholders, as the case may be to the
        plan; provided, further, that in the event that Lazard
        Freres is paid a fee in connection with a "pre-packaged"
        or "pre-arranged" plan and a plan of reorganization is
        not consummated, Lazard shall return such fee to the
        Debtors, less any Monthly Fees that have accrued.

     c. Sale Transaction Fee/Minority Sale Transaction Fee:
        (i)  If, whether in connection with the consummation of a
        Restructuring or otherwise, the Debtors consummate a Sale
        Transaction incorporating all or a majority of the assets
        or all or a majority or controlling interest in the
        equity securities of the Debtors, Lazard shall be paid a
        fee (the "Sale Transaction Fee") equal to the greater of
        (A) the fee calculated based on the Aggregate
        Consideration as set forth in Schedule I to the
        Engagement Letter or (B) the Restructuring Fee. Payment
        of a Sale Transaction Fee shall satisfy in full the
        payment obligations with respect to a Restructuring Fee
        described in paragraph (b) above. (ii)  If, whether in
        connection with the consummation of a Restructuring or
        otherwise, the Debtors consummate any Sale Transaction
        not covered by clause (i) above, the Debtors shall pay
        Lazard Freres a fee (the "Minority Sale Transaction Fee")
        based on the Aggregate Consideration calculated as set
        forth in Schedule I to the Engagement Letter. One-half of
        the Minority Sale Transaction Fee paid shall be credited,
        without duplication, against any Restructuring Fee or
        Sale Transaction Fee subsequently payable. (iii)  Any
        Sale Transaction Fee or Minority Sale Transaction Fee
        shall be payable upon consummation of the applicable Sale
        Transaction.

     d. Financing Fee: A fee, payable upon consummation of a
        Financing, equal to the amount set forth in Schedule II
        to the Engagement Letter (the "Financing Fee"); provided,
        however, that for any proposed "debtor-in-possession"
        Financing, the Financing Fee shall be earned and shall be
        payable upon the execution of a definitive agreement with
        respect to the Financing; and, provided, further, that to
        the extent that Lazard is paid a fee in connection with a
        proposed "debtor-in-possession" Financing and the Court
        does not provide any required approval with respect
        thereto, Lazard Freres shall return such fee to the
        Debtors, less any Monthly Fees that have accrued. One-
        half of any Financing Fees paid, and not returned
        pursuant to the preceding sentence, shall be credited,
        without duplication, against any Restructuring Fee or
        Sale Transaction Fee subsequently payable.

     e. Aggregate Fee Amount: The Engagement Letter specifies,
        for the avoidance of any doubt, that more than one fee
        may be payable pursuant to each of the provisions
        described in clauses (b) through (d) above; provided,
        however, that the aggregate amount of all fees pursuant
        to the provisions described in clauses (b) through (d),
        collectively, shall not exceed $12.5 million.

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

Timothy R. Pohl, managing director of Lazard Freres & Co., assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and (a) is not
creditors, equity security holders or insiders of the Debtors; (b)
has not been, within two years before the date of the filing of the
Debtors' chapter 11 petition, directors, officers or employees of
the Debtors; and (c) does not have an interest materially adverse
to the interest of the estate or of any class of creditors or
equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtor, or
for any other reason.

Lazard Freres can be reached at:

     Timothy R. Pohl
     LAZARD FRERES & CO.
     30 Rockefeller Plaza
     New York, NY 10020
     Tel: (212) 632-6000

                   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 administrative
advisors, and claims and solicitation agent.


TIDEWATER INC: Hires Weil Gotshal as Attorney
---------------------------------------------
Tidewater Inc., et al., seek authority from the U.S. Bankruptcy
Court for the District of Delaware to employ Weil Gotshal & Manges
LLP, as attorney to the Debtor.

Tidewater Inc. requires Weil Gotshal to:

   a. take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      the Debtors' behalf, the defense of any actions commenced
      against the Debtors, the negotiation of disputes in which
      the Debtors are involved, and the preparation of objections
      to claims filed against the Debtors' estates;

   b. prepare, on behalf of the Debtors, as debtors in
      possession, all necessary motions, applications, answers,
      orders, reports, and other papers in connection with the
      administration of the Debtors' estates;

   c. take all necessary actions in connection with the
      Prepackaged Plan, or any other chapter 11 plan and related
      disclosure statement and all related documents, and such
      further actions as may be required in connection with the
      administration of the Debtors' estates;

   d. take all necessary action to protect and preserve the value
      of the Debtors' estates, including advising with respect to
      the Debtors' affiliates and all related matters; and

   e. perform all other necessary legal services in connection
      with the prosecution of the chapter 11 cases, provided,
      however, to the extent that Weil Gotshal determines such
      services fall outside the scope of services historically or
      generally performed by Weil Gotshal as lead Debtors'
      counsel in the bankruptcy case, Weil Gotshal will file a
      supplemental declaration.

Weil Gotshal will be paid at these hourly rates:

     Members                      $940-$1,400
     Associates                   $510-$930
     Paraprofessionals            $220-$375

Prior to the Petition Date, Weil Gotshal received payments and
advances in the amount of $7.4 million for professional services
performed and to be performed, including the commencement and
prosecution of the chapter 11 cases.  Weil Gotshal has a remaining
credit balance in favor of the Debtors for future professional
services to be performed, and expenses to be incurred, in
connection with the chapter 11 cases in the amount of $100,000.

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

In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:

   a. Weil Gotshal did not agree to any variations from, or
      alternatives to, its standard or customary billing
      arrangements for this engagement;

   b. None of Weil Gotshal's professionals included in the
      engagement have varied their rate based on the geographic
      location for the chapter 11 cases;

   c. Weil Gotshal has represented the Debtors since March 2016.
      The billing rates and material financial terms of Weil
      Gotshal's engagement have not changed postpetition from the
      prepetition arrangements; and

   d. Weil Gotshal, in conjunction with the Debtors, is
      developing a prospective budget and staffing plan for the
      chapter 11 cases for the period beginning May 17, 2017 and
      ending July 31, 2017. Weil Gotshal and the Debtors will
      review such budget following the close of the budget period
      to determine a budget for the following period.

Alfredo R. Perez, member of Weil Gotshal & Manges LLP, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and (a) is not
creditors, equity security holders or insiders of the Debtors; (b)
has not been, within two years before the date of the filing of the
Debtors' chapter 11 petition, directors, officers or employees of
the Debtors; and (c) does not have an interest materially adverse
to the interest of the estate or of any class of creditors or
equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtor, or
for any other reason.

Weil Gotshal can be reached at:

     Alfredo R. Perez, Esq.
     WEIL GOTSHAL & MANGES LLP
     767 Fifth Avenue
     New York, NY 10153
     Tel: (212) 310-8000

                   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 administrative
advisors, and claims and solicitation agent.


TOISA LIMITED: Intends to File Plan of Reorganization by August 28
------------------------------------------------------------------
Toisa Limited and certain of its affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to extend by 90 days
the exclusive period for each of the Debtors to file a chapter 11
plan of reorganization through August 28, 2017, and the exclusive
period to solicit acceptances of a chapter 11 plan for each of the
Debtors through October 26, 2017.

The Debtors explain that their chapter 11 cases are unquestionably
large and complex since the Debtors' global maritime enterprise
operates vessels in three distinct segments (tankers, bulkers, and
offshore services vessels) and generated nearly a billion dollars
of revenue annually. Additionally, the Debtors' capital structure
encompasses over 19 different silos of secured debt totaling nearly
a billion dollars in liabilities.

The Debtors aver that they had to spend considerable time after the
commencement of these chapter 11 cases addressing the needs of
their prepetition lenders, certain of whom had taken or were
threatening to take self-help measures prepetition. The Debtors
further aver that the recent agreement of the lenders comprising 17
of the 19 prepetition secured credit facilities to form an Informal
Committee will hopefully allow the Debtors to address the majority
of their lenders as a group going forward. The Debtors believe that
this should streamline plan negotiations if the Informal Committee
is able to continue to speak as one voice through the plan process.


At the outset of these cases, the Debtors have been focused on
operating their businesses and responding to the time-consuming
demands that inevitably accompany a chapter 11 filing. In addition
to the day-to-day management of the company, the Debtors relate
that its management and advisors have devoted substantial time and
effort over the first three months of the case to a number of
tasks, including negotiating consensual arrangements for the use of
cash collateral with the Debtors' secured creditors, including the
Informal Committee -- so as to allow them to continue to operate
their business during these chapter 11 cases.

Having made arrangements for the use of cash collateral with the
majority of their lenders, the Debtors are now able to turn their
attention to formulating and  negotiating a consensual chapter 11
plan.

The Debtors tell the Court that their lenders have also made a
number of information requests and the Debtors have been working
throughout these cases to provide sufficient information for the
lenders to be able evaluate plan proposals. As that process
concludes, the Debtor anticipates that plan discussions will begin
in earnest.

However, given that there are 19 different silos of secured lenders
with disparate interests and the Debtors have just filed an
application to retain PJT Partners LP, who will be intimately
involved in the Debtors' plan formulation process, the Debtors are
unlikely to be able to reach agreement on a consensual chapter 11
plan by May 29, 2017, when the current Exclusive Filing Period
expires.

Accordingly, the Debtors seek a 90-day extension of the Exclusivity
Periods so as to provide a significant runway for the Debtors to
continue to operate their businesses while focusing on chapter 11
plan discussions.

Additionally, the Debtors state that the Creditors' Committee was
appointed on May 18, 2017, and will need to time to get up to
speed. Both the Creditors' Committee and the Informal Committee
have indicated that they have no objection to the requested
extension.

                   About Toisa Limited

Toisa Limited owns and operates offshore support vessels for the
oil and gas industry. Toisa Limited and its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No.
17-10184) on Jan. 29, 2017. The petitions were signed by Richard W.
Baldwin, deputy chairman.

The cases are assigned to Judge Shelley C. Chapman. Togut, Segal &
Segal LLP serves as bankruptcy counsel to the Debtors. The Debtors
hired Kurtzman Carson Consultants LLC as administrative agent, and
claims and noticing agent; Scura Paley Securities LLC, as financial
advisor; Moore Stephens AE as its auditor; Moore Stephens LLP as
auditor for Edgewater Offshore Shipping Limited; and PJT Partners
LP as investment banker.

In its petition, Toisa Limited estimated $1 billion to $10 billion
in both assets and liabilities.

The Office of the United States Trustee for the Southern District
of New York appointed an Official Committee of Unsecured Creditors
on May 18, 2017. No trustee or examiner has been appointed in the
Debtors' chapter 11 cases.


TUSCANY ENERGY: May Use Cash Collateral Until June 10
-----------------------------------------------------
The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida entered a 17th order granting Tuscany
Energy, LLC, authority to use cash collateral until June 10, 2017.

An interim hearing on cash collateral use will be held on June 7,
2017, at 11:00 a.m.

The objections raised by Armstrong Bank in the objection to the
Debtor's expedited motion for authority to use cash collateral are
overruled.

Donald Sider is entitled to accrue the $15,000 management fee
during the period of this interim court order.  The Debtor will
only provide Mr. Sider with a payment of an amount up to $10,000
during the period of this interim court order; provided that, the
amount leaves the Debtor in a $500 positive cash flow position at
the end of the period.

As security of the use of Cash Collateral and to provide the Bank
with adequate protection with respect to any decrease in the value
of the Bank's interest in prepetition collateral or Cash
Collateral, the Debtor grants in favor of the Bank replacement
liens to the same extent and priority that Armstrong held a
properly perfected prepetition security interest.

As additional adequate protection, subject to a reduction for the
holiday bonuses, the Debtor will maintain the dollar value of
$141,000 in cash and $76,000 in accounts receivable so that on the
date of the interim hearing, the Debtor will have at least a total
of $217,000 in cash on hand and accounts receivable; provided that,
with respect to the amount attributable to the $76,000 in accounts
receivable, the Debtor is permitted a 25% deviation so that it is
required to have no less than a total of $198,000 in the Cash
Collateral Pool at any time prior to and on the date of the interim
hearing.  

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

         http://bankrupt.com/misc/flsb16-10398-238.pdf

                     About Tuscany Energy, LLC

Tuscany Energy, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 16-10398) on Jan. 11, 2016.  The
petition was signed by Donald Sider, manager.  The case is assigned
to Judge Erik P. Kimball.  At the time of the filing, the Debtor
estimated assets at $100,000 to $500,000 and liabilities at $1
million to $10 million.   The Debtor is represented by Bradley S.
Shraiberg, Esq., and Bernice Lee, Esq., at Shraiberg, Ferrara, &
Landau P.A.  No official committee of unsecured creditors has been
appointed in the case.


VFH PARENT: Fitch Rates $825MM Secured 2nd Lien Notes 'B+'
----------------------------------------------------------
Fitch Ratings has assigned a rating of 'B+' to the new $825 million
five-year secured second-lien notes being issued by VFH Parent LLC
(VFH), a debt-issuing subsidiary of Virtu Financial LLC (Virtu), in
connection with the firm's acquisition of KCG Holdings Inc. (KCG).


KEY RATING DRIVERS - IDR and SENIOR DEBT

The debt rating of 'B+' on the secured second lien notes is one
notch lower than VFH's Issuer Default Rating (IDR) and senior
secured term loan ratings of 'BB-', reflecting the notes'
subordinated position behind the senior secured term loan, and,
therefore, higher loss severity potential under a stress scenario.

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.

VFH's 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 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

The rating on the secured second-lien notes is one notch lower than
VFH's IDR and would be expected to move in tandem with changes to
VFH's IDR.

Virtu and VFH's ratings could be negatively impacted by 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. In
addition, 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.

Fitch has assigned the following rating:

VFH Parent LLC
-- Senior second lien notes of 'B+'.


VFH PARENT: Moody's Assigns Ba2 Rating to 1st Lien Term Loan
------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to VFH Parent LLC's
(Virtu) announced $825 million first lien term loan and a B1 rating
to its announced $825 million second lien notes. Moody's also
affirmed Virtu's Ba3 issuer and senior secured bank credit facility
ratings. Moody's said there is a stable outlook on all Virtu's
ratings.

Virtu is the debt-issuing entity of Virtu Financial, Inc. (VFI,
unrated). Moody's said Virtu intends to use the proceeds of its
announced first and second lien debt instruments to finance, in
part, the acquisition of KCG Holdings, Inc. (KCG, B1, review for
upgrade), to redeem its existing senior secured bank credit
facility, to repay certain indebtedness of KCG, and for related
expenses. The parties expect the acquisition to close during the
third quarter of 2017 after receipt of all required regulatory
approvals and KCG shareholder approval, said Moody's.

Moody's has taken the following rating actions:

-- Issuer rating, Ba3,Stable affirmed

-- Senior secured bank credit facility, Ba3, Stable affirmed

-- $825 million first lien term loan, Ba2, Stable assigned

-- $825 million second lien notes, B1, Stable assigned

Outlook Actions:

-- Outlook, remains stable

RATINGS RATIONALE

Moody's said the Ba2 rating on Virtu's announced $825 million first
lien term loan is one notch higher than Virtu's Ba3 issuer rating,
reflecting the loan's structural superiority in Virtu's capital
structure. Similarly, said Moody's, the B1 rating on Virtu's
announced $825 million second lien notes is one notch lower than
Virtu's Ba3 issuer rating, reflecting the notes' structural
subordination to the announced first lien loan.

Moody's said VFI's acquisition of KCG will diversify its revenues
by integrating KCG's order flow business servicing retail
brokerages and combines two market makers with similar business
models offering large cost synergies. Moody's said that the
acquisition carries execution risks, including an initial spike in
leverage, potential revenue losses and challenges of merging
trading platforms. The acquisition-related debt will increase the
combined debt burden of the two firms to roughly $1.65 billion,
said Moody's. Debt reduction is expected through cost savings,
combining legal entities and divesting non-core operations. Moody's
expects Virtu's leverage to remain elevated through 2017, in part
due to restructuring costs, with substantial improvement in debt
service metrics by the end of 2018. A key benefit of the business
combination is the expectation of up to $250 million in cost
savings (before restructuring costs) in personnel, technology,
office space and other costs. These synergies represent roughly
half of KCG's core cash operating costs in 2016, said Moody's.

Moody's said the combined entity will enjoy larger scale in US
markets and greater customer diversification, which should lead to
more reliable debt service for bondholders. The addition of KCG's
business as a wholesale liquidity provider to leading retail
brokerages will substantially increase Virtu's customer-oriented
revenue mix. Accordingly, Virtu intends to make no changes to
customers' interactions with KCG. Nonetheless, some revenue
declines are possible as customers diversify their liquidity
providers, and Virtu's management has forecast up to $42 million of
revenue declines through closing non-core businesses and potential
customer attrition. Moody's said preserving KCG's customer
relationships remains a key execution risk.

Moody's said effectively merging systems onto Virtu's unified
trading platform is another merger execution challenge and will
likely be the key to continuing Virtu's track record of consistent
trading performance and its ability to offer efficient execution to
its customers.

FACTORS THAT COULD LEAD TO AN UPGRADE

Moody's said upward rating pressure could develop if the KCG
acquisition is successfully executed, de-leveraging occurs
according to plan, and VFI emerges as a high frequency
market-making firm with greater customer diversification and
scale.

FACTORS THAT COULD LEAD TO A DOWNGRADE

Moody's said failure to achieve the expected merger benefits or to
fully integrate and control the operational risks of the combined
platform or reduce debt leverage according to plan could lead to a
downgrade of VFI's ratings. Potential future regulatory
requirements that adversely affect business practices and weaken
profitability could also lead to downward rating pressure.

The principal methodology used in these ratings was Securities
Industry Market Makers published in February 2017.


WAVE SYSTEMS: 'We Plan to be Ready for Day One,' Aurea CEO Says
---------------------------------------------------------------
A letter from Aurea CEO Scott Brighton to Jive Jive Software, Inc.
employees dated May 22, 2017.

Jivers,

I wanted to send a quick note thanking you all for the warm
hospitality, engaging conversation and questions, and patient
support during the Aurea team's visit to Portland.  We came away
impressed - with the people, with the Portland "vibe," and with the
family-like atmosphere.  We all got it and felt it.  We understand
what you've been talking about.

I've mentioned before that it reminds me of Trilogy, the company
where a number of Aureans worked in the late 1990s and early 2000s.
I see many of the same elements - the uniquely strong team and
value on great people, the deep social fabric and relationships
(many Trilogians married back in the day), and the near religious
zeal for the mission of the company.  We remember.

We believe that the changes we will make to the business are
necessary to improve its performance and ensure its long-term
competitiveness and viability.  These kinds of decisions and
changes are tough.  The first six months, in particular, may be
challenging.  But we will emerge together from this a better, more
focused company with a strong foundation for growth built on the
best assets from both companies.

We know we need to enroll you in a vision and strategy for the
future, and provide the kind of mission, meaningful work,
environment, and compensation that will convince you to become part
of a new adventure.  If we don't do those things, we will lose key
people we very much want to be a part of the future.

I have said this before and I want to reiterate that as soon as
decisions are made and we are legally permitted to share additional
information we will do so.  We plan to be ready for day one.

I hope you'll give us the opportunity to continue sharing our
vision of what the global, combined Aurea/Jive can be.  I and the
rest of the Aurea team look forward to deepening our understanding
of Jive, meeting many more of you across EMEA and Israel in
upcoming visits, and continuing to partner with you to create a
great new company.

Scott

     Important Additional Information and Where to Find It

In connection with the proposed acquisition of Jive Software, Inc.
by Wave Systems Corp., Jazz MergerSub, Inc., a wholly owned
subsidiary of Parent ("Acquisition Sub"), commenced a tender offer
for all of the outstanding shares of Jive on May 12, 2017.  This
communication is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell shares of
Jive, nor is it a substitute for the tender offer materials that
Parent, Acquisition Sub and ESW Capital, LLC ("Guarantor") filed
with the Securities and Exchange Commission upon commencement of
the tender offer.  On May 12, 2017, Parent, Acquisition Sub and

Guarantor filed tender offer materials on Schedule TO with the SEC
and Jive filed a Solicitation/Recommendation Statement on Schedule
14D-9 with the SEC with respect to the offer.  THE TENDER OFFER
MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF
TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT CONTAIN IMPORTANT INFORMATION
THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY JIVE'S STOCKHOLDERS
BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER.  Both
the tender offer statement and the solicitation/recommendation
statement are available to Jive's stockholders free of charge.  A
free copy of the tender offer statement and the
solicitation/recommendation statement are also available to all
stockholders of Jive by contacting Jive at
lisa.jurinka@jivesoftware.com or jason.khoury@jivesoftware.com by
phone at (415) 580-4738 or (650) 847-8308, or by visiting Jive's
website (www.jivesoftware.com).  In addition, the tender offer
statement and the solicitation/recommendation statement (and all
other documents filed with the SEC) are available at no charge on
the SEC's website (www.sec.gov).  JIVE'S STOCKHOLDERS ARE ADVISED
TO READ THE TENDER OFFER STATEMENT AND THE
SOLICITATION/RECOMMENDATION STATEMENT, AS EACH MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC BEFORE THEY MAKE ANY DECISION WITH RESPECT TO
THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION AND THE PARTIES TO THE TRANSACTION.

                        About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX)
--http://www.wave.com/--develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

On Feb. 1, 2016, Wave Systems Corp. filed a voluntary petition for
relief under Chapter 7 of the U.S. Bankruptcy Code.  Subsequently,
on May 16, 2016, the Debtor's case was converted to administration
under Chapter 11 of the Bankruptcy Code.  The Debtor's case, Bankr.
D. Del. Case No. 16-10284, is pending before the Honorable Kevin J.
Carey.

David W. Carickhoff was appointed as Chapter 11 trustee for the
Debtor.  Mr. Carickhoff tapped Archer & Greiner P.C. as counsel.
The Trustee also tapped Miller & Company, LLC, as accountants and
financial advisors, and UpShot Services LLC as the claims agent and
administrative agent.

On Aug. 29, 2016, the Debtor's Plan of Reorganization became
effective.


WAYNE COUNTY, MI: Moody's Revises Ratings Outlook to Positive
-------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 rating on Wayne
County, MI's outstanding general obligation limited tax (GOLT) debt
as well as debt issued by the Wayne County Building Authority and
Detroit-Wayne County Stadium Authority that is secured by the
county's full faith and credit via a lease agreement. The county
has approximately $500 million of GOLT and GOLT-supported lease
bonds outstanding. Moody's has revised the outlook to positive.

The Ba1 GOLT rating incorporates the county's comparatively weak
and highly vulnerable economy indicated by slow labor market
recovery and continued population loss. The rating also reflects an
improved financial position balanced against dependence on capped
property taxes and limitations on tax base and levy growth. The
rating further considers high tax base leverage when considering
liabilities of overlapping governments, but recent and significant
reductions in long-term post-employment liabilities.

The Ba1 GOLT rating is the same as Moody's internal assessment of
Wayne County's hypothetical general obligation unlimited tax
rating. The lack of notching reflects the full faith and credit
nature of the county's GOLT pledge. The Ba1 lease revenue rating
reflects the county's GOLT pledge to make lease payments, a
non-contingent pledge which is not subject to appropriation or
abatement.

Rating Outlook

The positive outlook incorporates the county's improved fund
balance, liquidity, and overall balance sheet following substantial
adjustments to post-employment benefits, which positions the rating
for upward movement in the event the current administration
maintains its control on costs and finalizes a plan to address its
criminal justice need that does not significantly raise its fixed
cost burden and operating risks.

Factors that Could Lead to an Upgrade

- Sustained improvement in regional economic conditions that
   benefits revenue collection

- Continued growth in operating reserves and liquidity coupled
   with improved pension plan funding

Factors that Could Lead to a Downgrade

- Renewed challenges to cost control efforts that narrow fund
   balance and liquidity

- Lack of improvement in regional economic conditions that
   stresses revenue and financial stabilization efforts

- Material growth in leverage or fixed cost burden

Legal Security

Wayne County's GOLT bonds are secured by its pledge to levy
property taxes within statutory and constitutional limitations to
pay debt service. Debt service is not secured by a dedicated tax
levy.

Bonds issued by the Wayne County Building Authority are secured by
lease payments made to the authority by the county. The lease
payments are secured by the county's full faith and credit pledge,
equivalent to its pledge on GOLT bonds, and are not subject to
appropriation or abatement.

Use of Proceeds

Not applicable.

Obligor Profile

Wayne County is one of three southeast Michigan counties that
together comprise the bulk of the Detroit metropolitan area. The
county is home to the city of Detroit and a number of the largest
suburban communities in the state including the cities of Livonia
(Aa2) and Dearborn (Aa3). With a population of 1.8 million, the
county remains one of the twenty largest in the country despite
multiple decades of out-migration.

Methodology

The principal methodology used in the general obligation rating was
US Local Government General Obligation Debt published in December
2016. The principal methodology used in the lease rating was Lease,
Appropriation, Moral Obligation and Comparable Debt of US State and
Local Governments published in July 2016.


WEST SEATTLE LODGE: Asks for Continued Access to Cash Collateral
----------------------------------------------------------------
West Seattle Lodge LLC seeks permission from the U.S. Bankruptcy
Court for the Western District of Washington to continue using cash
collateral until August and make adequate protection payments.

A hearing to consider approval of the Debtor's request will be held
on May 26, 2017, at 11:00 a.m.

The Debtor has been operating the business on a monthly basis
pursuant to cash collateral court orders.  It is anticipated the
secured creditor will agree to an extension of the Debtor's use of
cash collateral.

The proposed budget provides for these projected sales, cost of
goods sold and total operating expenses during the period May to
August:
                           
                       May        June       July       August
                       ---        ----       ----       ------
  Net Sales           $125,000   $140,000   $140,000   $150,000    
    
  COGS                ($36,490)  ($40,770)  ($40,770)  ($43,624)
  Payroll Expenses    ($43,923)  ($49,023)  ($49,023)  ($49,023)
  Operating Expenses ($114,534) ($123,440) ($122,999) ($126,603)

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

          http://bankrupt.com/misc/wawb17-10842-108.pdf

The Court previously entered an order authorizing the Debtor to use
of cash collateral through May 31, 2017 unless extended by further
order of the Court upon notice and hearing.

                    About West Seattle Lodge

Based in Seattle, Washington, West Seattle Lodge LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.
Wash. Case No. 17-10842) on Feb. 27, 2017.  The petition was signed
by Shawn Roten, manager.  

At the time of the filing, the Debtor disclosed $54,891 in assets
and $1.16 million in liabilities.

The case is assigned to Judge Timothy W. Dore.  

The Debtor hired Vortman & Feinstein, P.S., and Marc S. Stern,
Esq., as legal
counsel.


WESTMORELAND COAL: Stockholders Elect 10 Directors
--------------------------------------------------
Westmoreland Coal Company held an annual meeting of stockholders on
May 16, 2017, at which the stockholders:

  (a) elected Terry Bachynski, Robert C. Flexon, Gail E. Hamilton,
      Michael G. Hutchinson, Craig R. Mackus, Jan B. Packwood,
      Kevin A. Paprzycki, Robert C. Scharp, Jeffrey S. Stein and
      Robert A. Tinstman as directors;

  (b) approved, on an advisory basis, the compensation of the
      Company's executives;

  (c) approved the Company's Amended and Restated 2014 Equity
      Incentive Plan;

  (d) ratified the appointment by the audit committee of Ernst &
      Young LLP as principal independent auditor for fiscal year
      2017; and

  (e) recommended a non-binding advisory vote on executive
      compensation every one year.

The Board has determined that it will hold a say-on-pay vote every
year until it next holds a non-binding stockholder advisory vote on
the frequency with which the Company should hold future say-on-pay
votes.  This advisory vote on frequency of say-on-pay votes is
required at least every six years and as such the next vote will
appear in the 2023 proxy statement.

The A&R Equity Plan increases the number of shares of common stock
available under the A&R Plan by an additional 600,000 shares, for
an aggregate total of 1,500,000 shares.  The A&R Plan also amended
the previous plan to require one-year vesting for all service based
awards, clarify that cash settled awards do not reduce the number
of shares available under the plan, limit Committee (as that term
is defined in the A&R Plan) discretion to accelerate vesting, and
revise tax withholding provisions to require netting.

                About Westmoreland Coal Company

Englewood, Colorado-based-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest        

independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal reported a net loss of $28.87 million on $1.47
billion of revenues for the year ended Dec. 31, 2016, compared to a
net loss of $219.09 million on $1.41 billion of revenues for the
year ended Dec. 31, 2015.

                         *     *     *

Moody's Investors Service at the end of February 2016 downgraded
Westmoreland's corporate family rating to 'Caa1' from 'B3'.

In April 2017, S&P Global Ratings lowered its corporate credit
rating on Westmoreland to 'CCC+' from 'B'.  S&P views
Westmoreland's capital structure to be unsustainable in the long
term without a significant boost in coal prices and volumes over
the next year.


WET SEAL: Wants Exclusive Plan Filing Deadline Moved to Aug. 31
---------------------------------------------------------------
The Wet Seal, LLC, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend the exclusive periods for the filing
of a plan of reorganization and for soliciting acceptances for the
plan through and including Aug. 31, 2017, and Oct. 30, 2017,
respectively.

A hearing to consider the Debtors' request is set for June 26,
2017, at 2:00 p.m. (ET).  Objections must be filed by June 6, 2017,
at 4:00 p.m. (ET).

Unless extended, the Debtors' Plan Period and Solicitation Period
will expire on June 2, 2017, and Aug. 1, 2017, respectively.

Since the Petition Date, the Debtors have focused their efforts and
resources on, among other things, ensuring a smooth transition into
Chapter 11, complying with the myriad reporting requirements
imposed on a Chapter 11 debtor, and working to liquidate their
remaining inventory and monetize their intellectual property in an
efficient, and value-maximizing manner.

In the early months of these Chapter 11 cases, the Debtors and
their professionals have devoted significant time and resources to,
among other things, (i) coordinating tasks associated with
implementing the store closing sales and vacating their retail
properties in a timely manner, thereby avoiding the additional
incurrence of administrative expenses; (ii) resolving the objection
of the Official Committee of Unsecured Creditors to the proposed
terms of the Debtors' cash collateral use, and implementing the
negotiated resolution reached in connection therewith; (iii)
preparing and filing their respective schedules of assets and
liabilities and statements of financial affairs; (iv) negotiating
independent contractor agreements with a limited number of pivotal
personnel; (v) designing, negotiating and obtaining Court approval
for their key employee incentive plan and related key employee
retention plan for non-insiders; (vi) retaining ASK to pursue the
Avoidance Actions and conducting due diligence in pursuit thereof;
and (vii) ensuring that the estates continue to be competently and
efficiently managed during the pendency of these Chapter 11 cases.

At the same time, the Debtors and their advisors have been dealing
with administrative issues attendant to these Chapter 11 cases,
including, but not limited to, (i) responding to routine and
numerous creditor inquiries; (ii) retaining various professionals;
(iii) evaluating and resolving requests for additional adequate
assurance of future payment from certain utility providers; and
(iv) preparing initial and subsequent monthly operating reports.
These demands on the Debtors during the first four months of the
Chapter 11 cases have occupied significant time and resources, and
required substantial attention from the Debtors' respective
retained professionals and limited remaining staff.  Under these
circumstances, the Debtors submit that the requested extensions are
both appropriate and necessary to afford the Debtors with
sufficient time to pursue the Avoidance Actions and, ultimately,
adequately prepare a viable Chapter 11 plan and related disclosure
statement in the event that the proceeds generated thereby position
the Debtors to do so.

A copy of the Debtors' request is available at:

          http://bankrupt.com/misc/deb17-10229-393.pdf

                    About The Wet Seal, LLC

The Wet Seal, LLC, and its affiliates are a national multi-channel
specialty retailer selling fashion apparel and accessory items
designed for female customers aged 18 to 24 years old.  They are
currently comprised of two primary units: the retail store business
and an e-commerce business.  Through their retail store business,
they operate approximately 142 retail locations in 37 states,
principally in lease-based mall locations.  They also have
historically sold gift cards, which business has been primarily
operated through The Wet Seal Gift Card, LLC.

The Wet Seal, LLC, also known as The Wet Seal (2015), LLC, sought
Chapter 11 protection (Bankr. D. Del. Case No. 17-10229) on Feb. 2,
2017.  The petitions were signed by Judd P. Tirnauer, executive
vice president and chief financial officer.

The cases are assigned to Judge Christopher S. Sontchi.  

The Debtors estimated assets in the range of $10 million to
$50 million and $50 million to $100 million in debt.

The Debtors tapped Robert S. Brady, Esq., Michael R. Nestor, Esq.,
Jaime Luton Chapman, Esq., Andrew L. Magaziner, Esq., of the Young
Conaway Stargatt & Taylor, LLP, as counsel. They also tapped
Berkeley Research Group, LLC, as financial advisors; Hilco IP
Services, LLC dba Hilco Streambank as intellectual property
disposition consultant; and Donlin, Recano & Company as claims and
noticing agent.

The Official Committee of Unsecured Creditors tapped Cooley LLP and
Saul Ewing LLP as its attorneys.


WI-JON INC: Case Summary & 4 Unsecured Creditors
------------------------------------------------
Affiliated debtors that filed Chapter 11 bankruptcy petitions:

     Debtor                                      Case No.
     ------                                      --------
     Wi-Jon, Inc.                                17-80522
     408 State Street
     Jonesville, LA 71343
     Tel: 1-318-381-9601

     Ford's Fine Foods, Inc.                     17-80523
     712 Main Street
     Colfax, LA 71417
     Tel: 318-381-9601

     Ford Holdings, LLC                          17-80524
     408 State Street
     Jonesville, LA 71343
     Tel: 318-381-9601

Business Description: Wi-Jon operates three grocery stores in
                      Catahoula and Franklin Parishes, LA.

                      Ford Fine Foods operates one grocery store
                      in Grant Parish.

                      Ford Holdings owns and leases a shopping
                      center to third parties and an office
                      building used by all debtors, all in
                      Catahoula Parish, LA.

                      Wi-Jon, Ford's Fine Foods and Ford Holdings
                      are co-makers on a note to Centric Federal
                      Credit Union with a current balance of
                      approximately $4,400,000.  Centric holds a
                      first lien and security interests in the
                      assets of Wi-Jon and Ford's Fine Foods,
                      including their real estate, furniture,
                      fixtures, equipment, inventory and accounts
                      receivable.
  
Chapter 11 Petition Date: May 24, 2017

Court: United States Bankruptcy Court
       Western District of Louisiana (Alexandria)

Judge: Hon. John W. Kolwe

Debtors' Counsel: Rex D. Rainach, Esq.
                  REX D. RAINACH, A PROFESSIONAL LAW CORPORATION
                  3622 Government St.
                  Baton Rouge, LA 70806
                  Tel: (225) 343-0643
                  Fax: 225-343-0646
                  Email: rainach@msn.com

                                      Estimated   Estimated
                                        Assets    Liabilities
                                     ----------   -----------
Wi-Jon, Inc.                          $1M-$10M     $1M-$10M
Ford's Fine Foods                     $1M-$10M     $1M-$10M
Ford Holdings                         $1M-$10M     $1M-$10M

The petitions were signed by Quinon R. Ford, president.

A copy of Wi-Jon, Inc.'s list of four unsecured creditors is
available for free at http://bankrupt.com/misc/lawb17-80522.pdf

A copy of Ford's Fine Foods's list of four unsecured creditors is
available for free at http://bankrupt.com/misc/lawb17-80523.pdf


[*] Elliott Makes Distressed Debt Hires in Expectation of Downturn
------------------------------------------------------------------
Vulture hedge fund Elliott Management has hired new distressed
credit specialists to position itself for a market downturn and a
possible wave of restructurings, the Financial Times reports.

Paul Singer's multi-strategy hedge fund launched the recruitment
drive as its founder grew concerned that markets are "akin to a
coiled spring," distorted by more than eight years of economic
stimulus programs by central banks in the United States and other
developed countries.

"Markets may be in a situation somewhat akin to a coiled spring,"
Mr. Singer said in a note to investors, according to Bloomberg
News. "We don't know exactly what factor, event or combination of
actions could release the possible pent-up revaluation of markets,
but we think that there has never been a larger (and more
undeserved) spirit of financial market complacency in our
experience."

New York-based Elliott Management Corporation is an American hedge
fund management firm.  Paul Singer founded Elliott in January 1977
using $1.3 million from friends and family.  Elliott presently has
$32.8 billion in assets under management.

As widely reported, on May 3, 2017, Elliott opened its doors to
fresh capital, and achieved its goal of $5 billion in commitments
after only 24 hours.

Mr. Singer, according to Reuters, told investors that the funds
would be used toward the "possibly large opportunity set that could
emerge when investor confidence is impaired, recent correlations
and assumptions don't work, and prices are changing rapidly."

Elliott has recently focused on investing in securities of
distressed companies, especially those in the energy sector, and
stocks using a corporate activism approach, Reuters said.


[*] Fundamental Advisors Raises $993M for Third PE Fund
-------------------------------------------------------
New York based alternative investment firm Fundamental Advisors LP
on May 18, 2017, announced that it raised $993 million for its
third private equity fund, the Fundamental Partners III LP.

Eaton Partners said that it served as one of the select placement
agents for FP III.  According to Eaton, FP III will invest in a
range of distressed assets, both debt and equity, in the municipal
marketplace.

Fundamental's existing investors committed to the Fund, alongside a
diverse group of new investors including state and corporate
pensions, foundations, financial institutions, and ultra-high net
worth platforms.

Consistent with prior funds, Fundamental will invest Fund III in
municipal and public purpose assets that are critical to the
community, including affordable and student housing, senior care,
infrastructure, alternative energy and hospitality.

"FP III has a compelling control-oriented investment strategy
targeting consistent income and downside protection with
equity-like upside that was in high demand from Institutional
investors," said Peter Martenson, Partner at Eaton Partners.

"Fundamental Advisors has a long-track record of sourcing complex
and idiosyncratic deals through the municipal market, an
underappreciated area that has little competition amongst
alternative investment managers.  We were proud to partner with
Fundamental Advisors during this fundraise and want to wish them a
hearty congratulations on such a successful fundraise," said Eric
Deyle, Director at Eaton Partners.

                    About Fundamental Advisors

Fundamental Advisors -- http://www.fundamentaladvisorslp.com/-- is
an alternative asset manager dedicated to the municipal markets.
Since its founding in 2007, Fundamental Advisors has become one of
the largest alternative asset managers investing in special
situation opportunities related to public purpose and community
assets.  The firm is led by Laurence Gottlieb, a former Co-head of
Citigroup's Municipal Distressed & Special Situations Proprietary
Trading Desk, and an experienced team of professionals with deep
experience in municipal finance.

                       About Eaton Partners

With more than 65 professionals across seven offices in North
America, Europe, and Asia, Eaton Partners LLC is widely recognized
as one of the largest and most experienced global placement agents.
Since 1983, the firm has participated in raising over $75 billion
of institutional capital across more than 100 highly differentiated
alternative investment funds and offerings, including limited
partnership interests, general partner interests, co-investments
and direct investment opportunities.

In January 2016, Eaton Partners became a wholly owned subsidiary
and affiliate of Stifel Financial Corp., a middle-market investment
bank, to further ensure Eaton's success at the highest level of the
global placement business.


[*] Trump's Budget Cuts May Lead to Muni Bankruptcies, Says NLC
---------------------------------------------------------------
On May 23, 2017, the Trump Administration sent its full budget
proposal to Congress.  The proposal includes unprecedented cuts
that would slash or eliminate crucial programs that invest in
cities and create jobs, including the Community Development Block
Grants (CDBG), TIGER grants for transportation projects and the
HOME Investment Partnership Program.  The National League of Cities
(NLC) is concerned that small cities would fare the worst under the
proposal, since they are less able to compensate for the cuts.
Many states limit the amount of additional revenue cities may
raise, leading to a real possibility of municipal bankruptcy for
some small cities.  In response, NLC President Matt Zone,
councilmember, Cleveland, released the following statement:

"The administration's budget proposal would be devastating to
cities and towns.  No community in America would be better off with
this budget, and it could bankrupt smaller cities and towns.  It
does nothing to create jobs in our communities, and violates the
president's core campaign promise to lift up Americans in
communities across the nation.

"The White House ignored more than 700 city officials who urged the
administration to protect crucial programs, including Community
Development Block Grants, TIGER grants and the HOME Investment
Partnership Program.  These vital programs allow communities to
invest in public safety, economic development and infrastructure,
and create private-sector jobs.

"The budget proposal would have a disproportionate impact on
America's small cities and towns, whose budgets are already
stretched thin.  In these communities, the programs being targeted
are a lifeline for maintenance and investment.  For those
communities, this budget would spell disaster -- and, in many
cases, bankruptcy.

"As the leaders of America's cities, we call on Congress to throw
out this budget proposal and develop a new plan focused on building
prosperity, expanding opportunity and investing in our future.
Congress must reject this budget proposal or risk derailing local
economies nationwide."

The National League of Cities (NLC) -- http://www.nlc.org/-- is
dedicated to helping city leaders build better communities.  NLC is
a resource and advocate for 19,000 cities, towns and villages,
representing more than 218 million Americans.


[^] BOOK REVIEW: The Money Wars
-------------------------------
Author:     Roy C. Smith
Publisher:  Beard Books
Softcover:  370 pages
List Price: $34.95
Review by David Henderson

Get your own personal today at
http://www.amazon.com/exec/obidos/ASIN/1893122697/internetbankrupt

Business is war by civilized means.  It won't get you a tailhook
landing on an n aircraft carrier docked in San Diego, but the
spoils of war can be glorious to behold.

Most executives do not approach business this way.  They are
content to nudge along their behemoths, cash their options, and
pillage their workers.  This author calls those managers "inertia
ridden."  He quotes Carl Icahn describing their companies as run
by "gross and widespread incompetent management."

In cycles though, the U.S. economy generates a few business
warriors with the drive, or hubris, to treat the market as a
battlefield.  The 1980s saw the last great spectacle of business
titans clashing.  (The '90s, by contrast, was an era of the
investment banks waging war on the gullible.)  The Money Wars is
the story of the last great buyout boom.  Between 1982 and 1988,
more than ten thousand transactions were completed within the U.S.
alone, aggregating more than $1 trillion of capitalization.

Roy Smith has written a breezy read, traversing the reader through
an important piece of U.S. history, not just business history. Two
thirds of the way through the book, after covering early twentieth
century business history, the growth of financial engineering
after WWII, the conglomerate era, the RJR-Nabisco story, and the
financial machinations of KKR, we finally meet the star of the
show, Michael Milken.  The picture painted by the author leads the
reader to observe that, every now and then, an individual comes
along at the right time and place in history who knows exactly
where he or she is in that history, and leaves a world-historical
footprint as a result.  Whatever one may think of Milken's ethics
or his priorities, the reader will conclude that he is the
greatest financial genius this country has produced since J.P.
Morgan.

No high-flying financial era has ever happened in this country
without the frothy market attracting common criminals, or in some
cases making criminals out of weak, but previously honest men (and
it always seems to be men).  Something there is about testosterone
and money.  With so many deals being done, insider trading was
inevitable.  Was Michael Milken guilty of insider trading?
Probably, but in all likelihood, everybody who attended his lavish
parties, called "Predators' Balls," shared the same information.
Why did the Justice Department go after Milken and his firm,
Drexel Burnham Lambert with such raw enthusiasm?  That history has
not yet been written, but Drexel had created a lot of envy and
enemies on the Street.

When a better history of the period is written, it will be a study
in the confluence of forces that made Michael Milken's genius
possible: the sclerotic management of irrational conglomerates, a
ready market for the junk bonds Milken was selling, and a few
malcontent capitalist like Carl Icahn and Ted Turner, who were
ready and able to wage their own financial warfare.

This book is a must read for any student of business who did not
live through any of these fascination financial eras.

Roy C. Smith is a professor of entrepreneurship, finance and
international business at NYU, and teaches on the faculty there of
the Stern School of Business.  Prior to 1987, he was a partner at
Goldman Sachs.  He received a B.S. from the Naval Academy in 1960
and an M.B.A. from Harvard in 1966.


                            *********

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
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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
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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
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Each Friday's edition of the TCR includes a review about a book of
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available at your local bookstore or through Amazon.com.  Go to
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Monthly Operating Reports are summarized in every Saturday edition
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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
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                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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Copyright 2017.  All rights reserved.  ISSN: 1520-9474.

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