TCR_Public/170616.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, June 16, 2017, Vol. 21, No. 166

                            Headlines

5 C HOLDINGS: U.S. Trustee Forms 2-Member Committee
AGT FOOD: S&P Revises Outlook to Neg. & Affirms 'B+' CCR
ALLENTOWN NEIGHBORHOOD: Moody's Rates $222MM Tax Revenue Bonds Ba1
AMERICAN EQUITY: Fitch Rates US$500MM Senior Unsecured Notes BB+
ANDRA'S REDEMPTION: Wants to Use JFA Holdings' Cash Collateral

ANGELITA TRANSIT: Case Summary & 2 Unsecured Creditors
AUBURN ARMATURE: Hires Menter Rudin as Attorneys
BALLANTRAE LLC: U.S. Trustee Unable to Appoint Committee
BEARCAT ENERGY: 1st NRG Buying All Assets for $3.9M
BEN BEATTY: Hires Tameria S. Driskill as Counsel

BENJAMIN BEATTY: Berrys Buying Ashville Property for $370K
BEVERAGES & MORE: Moody's Rates Proposed $190MM Sr. Notes Caa1
BOWIE RESOURCE: S&P Affirms 'CCC+' CCR & Revises Outlook to Neg.
BUCKINGHAM SENIOR: Fitch Affirms BB Rating on Revenue Bonds
CACTUS WELLHEAD: S&P Affirms 'B-' CCR on Improved Oil & Gas Market

CANAM CONSTRUCTION: Moody's Assigns B2 CFR, Outlook Stable
CANAM CONSTRUCTION: S&P Assigns 'B' CCR; Outlook Stable
CBAC BORROWER: S&P Rates Proposed $315MM Credit Facility 'B'
CDS US: Moody's Affirms B2 Corporate Family Rating; Outlook Stable
CGG HOLDING: Case Summary & 30 Largest Unsecured Creditors

CGG SA: Chapter 15 Case Summary
CGG SA: Files for Bankruptcy With $2-Billion Debt-To-Equity Deal
CGG SA: Key Constituencies Sign Lock-Up Agreement
CGG SA: Opens Sauvegarde Proceedings in France
CGG SA: Subsidiaries Commence Chapter 11 Cases in New York

CGG SA: Willkie Farr Advises Committee of High Yield Bond Holders
CHINOS INTERMEDIATE: Debt Exchange No Impact on Moody's Caa2 Rating
CIRQUE DU SOLEIL: S&P Affirms 'B' CCR; Outlook Stable
CLEAN HARBORS: Moody's Affirms Ba2 CFR; Outlook Stable
CLEAN HARBORS: S&P Affirms 'BB+' CCR; Outlook Stable

CONTURA ENERGY: Moody's Assigns B2-PD Probability Default Rating
DEER MEADOWS: Has Access to Cash Collateral Through June 30
DICK CAMPBELL: Case Summary & 9 Unsecured Creditors
DUPONT FABROS: Moody's Puts Ba1 CFR on Review for Upgrade
ELWOOD ENERGY: Moody's Hikes Senior Secured Bonds Rating to Ba2

ENVIRO-SAFE: Hires Rafool Bourne as Counsel
ENVISION HEALTHCARE: S&P Affirms Then Withdraws 'BB-' CCR
ENVISION HEALTHCARE: Term Loan Add-On Credit Neg., Moody's Says
ESSAR STEEL: Ch 11 Plan OK'd; To Sell Minnesota Site to Chippewa
GENON ENERGY: Case Summary & 50 Largest Unsecured Creditors

GENON ENERGY: Plan Deal to Release NRG from Noteholder Litigation
GENON ENERGY: S&P Lowers ICR to 'D' on Distressed Exchange
GETHSEMANE OUTREACH: Hires Offit Kurman as Counsel
GILDED AGE: Wants to Use Webster's Cash Collateral for 30 Days
GOLDEN BEARS: Exclusive Plan Filing Period Extended Until July 15

GOODING COUNTY SD: Moody's Hikes Rating on GO Bonds to Ba1
GRANDPARENTS.COM INC: U.S. Trustee Unable to Appoint Committee
GREAT FALLS DIOCESE: Sale of Guadalupe Church Property Okayed
GREENVILLE DOUGH: Hires Mosel & Ginn as Accountant
GYMBOREE CORP: Has Interim Nod To Obtain DIP Financing

HAIN CELESTIAL: Has Waiver From Lenders Until June 22
HALO HOME HEALTH: Taps Marcos Oliva as Legal Counsel
HEALTHIER CHOICES: Presented at 7th Annual LD Micro Conference
HENRY DANPOUR: Has $900K Deal for Single Family Residence
HOLLYWOOD ONE: U.S. Trustee Unable to Appoint Committee

HOYA MIDCO: Moody's Assigns B3 CFR; Outlook Stable
HUDSON'S BAY CO: Moody's Lowers CFR to B2; Outlook Negative
IDERA INC: S&P Revises Outlook to Negative & Affirms 'B' CCR
INC RESEARCH: Moody's Rates Proposed Secured Credit Facilities Ba2
INC RESEARCH: S&P Rates New Senior Secured Debt 'BB+'

J. CREW: Drexler Quits as CEO, To Stay as Chairman of Board
J. CREW: Incurs $123 Million Net Loss in First Quarter
J. CREW: S&P Lowers CCR to 'CC' on Announced Exchange Offer
LEXMARK INT'L: S&P Lowers CCR to B+ on Sustained Elevated Leverage
LUCY'S LTD: Case Summary & 18 Largest Unsecured Creditors

MF GLOBAL: Allied World Must Post Bond to Move Suit to Bermuda
MOUNTAIN CREEK: Cash Collateral Use, DIP Financing Get Interim OK
MPV S.A.S: U.S. Trustee Unable to Appoint Committee
MY CLASSIFIED ADS: Case Summary & 20 Largest Unsecured Creditors
NEONODE INC: Proposes to Add Two Tech Executives to Board

NICE CAR: U.S. Trustee Unable to Appoint Committee
NORTH COAST TOOL: Taps Peterson as Auctioneer for Excess Equipment
OAKDALE SUITES: Voluntary Chapter 11 Case Summary
OSMIN A MORALES: U.S. Trustee Unable to Appoint Committee
PARAGON OFFSHORE: Committee Taps Jones Day to Probe Spinoff Claims

PARKER PORK: Needs Additional Time Over Lease Talks, File Plan
PEAK 10: Acquisition of ViaWest No Impact on Moody's B3 CFR
PHILIP CANTWELL: Has $730K Deal for Huntington Beach Property
PILGRIM'S PRIDE: S&P Lowers CCR to 'B+' Amid Downgrade of Parent
PRESTIGE INDUSTRIES: SSG Acted as Investment Banker in Asset Sale

PSH PROPERTIES: Can Use Platinum Cash Collateral Until June 21
PUERTO RICO: 9-Member Official Committee of Retirees Formed
PUERTO RICO: Chief Judge Barbara Houser to Lead Mediation Team
PUERTO RICO: Official Unsecured Creditors Committee Appointed
PUERTO RICO: Oversight Board Ordered to Explain Epiq Hiring

PUERTO RICO: Proposes Nancy B. Rapoport as Fee Examiner
QUALITY CARE: S&P Lowers CCR to 'B', Remains on Watch Negative
REO HOLDINGS: Trustee Taps Bob Parks as Auctioneer
REX ENERGY: Regains Compliance With NASDAQ Bid Price Rule
ROOT9B HOLDINGS: Cybersecurity Market to Reach $170B by 2020

RV COLLISION: U.S. Trustee Unable to Appoint Committee
SE PROFESSIONALS: Case Summary & 20 Largest Unsecured Creditors
SER-JOBS FOR PROGRESS: U.S. Trustee Unable to Appoint Committee
SHADRACH MESHACH: Roots Buying Target Assets for $775K
SYNAGRO INFRASTRUCTURE: Moody's Revises Outlook to Stable

TOISA LIMITED: Amended Committee Appointment Notice Filed
TRANSGENOMIC INC: Investors Transfer 1.97M Shares to BV Advisory
TRITON INTERNATIONAL: S&P Affirms 'BB+' CCR; Outlook Stable
TUSCANY ENERGY: Needs More Time on Deal Approval, Obtain Plan Votes
TWEDDLE HOLDINGS: S&P Affirms 'B' CCR; Outlook Remains Stable

VIAWEST INC: Moody's Puts B2 CFR on Review for Downgrade
VIAWEST INC: S&P Puts 'B+' CCR on CreditWatch Negative
VILLAGE PUB: U.S. Trustee Unable to Appoint Committee
VIVID SEATS: S&P Affirms 'B' CCR on Acquisition by New Sponsor
WESTERN HIPERBARIC: U.S. Trustee Directed to Appoint PCO

WI-JON INC: Taps H. Maurice Linam as Accountant
[*] Reitler Kailas & Rosenblatt Expands M&A, Bankruptcy Teams
[^] BOOK REVIEW: Lost Prophets -- An Insider's History

                            *********

5 C HOLDINGS: U.S. Trustee Forms 2-Member Committee
---------------------------------------------------
Tracy Hope Davis, U.S. Trustee for Region 17, on June 13 appointed
two creditors to serve on the official committee of unsecured
creditors in the Chapter 11 case of 5 C Holdings, Inc.

The committee members are:

     (1) Golden State Peterbilt-PacLease
         Attn: Ginnie Sterling
         4390 So Bagley Avenue
         Fresno, CA 93725
         Tel: (559) 442-1590
         E-mail: ginniesterling@emtharp.com

     (2) Tyack Tires, Inc.
         Attn: Dawn Brooks
         211 Sumner Street
         Bakersfield, CA 93305
         Tel: (661) 324-9747
         E-mail: dbrooks@tyacktires.com

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

                        About 5 C Holdings

5 C Holdings, Inc., owns and operates a drilling and oilfield
service business. It was incorporated in March 2009 and operates
its business in the State of California.  Cami Hogg is the sole
officer, director and shareholder of the Company.  Ms. Hogg's
husband, Casey, is employed by the Company.  The Hoggs have 40
years of experience in the petroleum business.

5 C Holdings filed a Chapter 11 petition (Bankr. E.D. Cal. Case No.
17-11591) on April 25, 2017.  Cami Hogg, as president, signed the
petition.  The Debtor estimated assets and liabilities ranging from
$500,000 to 1 million.  The case is assigned to Judge Fredrick E.
Clement.  The Debtor is represented by Leonard K. Welsh, Esq., at
the Law Offices of Leonard K. Welsh.


AGT FOOD: S&P Revises Outlook to Neg. & Affirms 'B+' CCR
--------------------------------------------------------
S&P Global Ratings revised its outlook on AGT Food and Ingredients
Inc. to negative from stable.  At the same time, S&P Global Ratings
affirmed its 'B+' long-term corporate credit rating on the
company.

S&P Global Ratings also affirmed its 'B+' issue-level rating on
AGT's C$200 million 5.875% senior unsecured notes due 2021.  The
'3' recovery on the notes is unchanged, reflecting S&P's
expectation of meaningful (50%-70%, rounded estimate 50%) recovery
in a default scenario.

"The outlook revision reflects lower expected earnings over the
next couple of quarters, which could push AGT's adjusted debt
leverage above our 5x threshold for ratings stability.  The
revision also considers the company's tight financial covenant
headroom (a key factor in our reassessment of liquidity), which
could limit its financial flexibility and potentially constrain
growth", said S&P Global Ratings credit analyst Nayeem Islam.

The negative outlook reflects lower earnings and uncertainty around
pulse prices and volumes given trade barriers in certain
jurisdictions, which could lead AGT's leverage to remain above 5x
over the next 12 months.  In addition, S&P believes AGT's tight
EBITDA interest coverage headroom could limit financial flexibility
as EBITDA is further pressured due to market volatility.

S&P could lower the ratings if it expects leverage to remain above
5x through the first half of 2018 or if EBITDA deteriorates by more
than 20% due to price volatility or negative political events in
India and Turkey.  S&P could also lower the rating if the covenant
cushion worsens such that it limits AGT's borrowing availability
and constraints liquidity.

S&P could revise the outlook to stable if EBITDA margins improve to
about 6%, AGT sustains leverage below 5x, and the fumigation issues
in India are resolved.


ALLENTOWN NEIGHBORHOOD: Moody's Rates $222MM Tax Revenue Bonds Ba1
------------------------------------------------------------------
Issue: Tax Revenue Bonds, Series 2017 (City Center Project);
Rating: Ba1; Rating Type: Underlying LT; Sale Amount: $222,000,000;
Expected Sale Date: 06/27/2017; Rating Description: Special Tax:
Non-Sales/Non-Transportation;

Summary Rating Rationale

Moody's Investors Service has assigned a Ba1 rating to the
Allentown Neighborhood Improvement Zone Development Authority
(ANIZDA), PA's $222 million Tax Revenue Bonds, Series 2017 (City
Center Project). The outlook is stable.

The Ba1 rating reflects the very limited and concentrated tax base,
which is a subset of the larger Neighborhood Improvement Zone
("NIZ") located in Allentown, PA (A3 stable). The rating also
reflects a set of narrow and economically sensitive revenues,
healthy debt service coverage, a trend of revenue growth within the
NIZ, and legal protections for bondholders, all of which help to
moderate the concentration risk.

Rating Outlook

The outlook is stable given a well-established Neighborhood
Improvement Zone and successful new construction to date. The
stable outlook also reflects adequate debt service coverage, which
is projected to remain sufficient through various stress
scenarios.

Factors that Could Lead to an Upgrade

Material diversification in top taxpayers and revenue stream

Substantial improvements in coverage levels excluding top
taxpayers

Factors that Could Lead to a Downgrade

Further concentration of taxpayers or revenue streams

Material decrease in debt service coverage

Loss of a significant anchor tenant / taxpayer

Significant blight or destruction of NIZ projects that materially
impacts NIZ

Legal Security

The bonds are secured by a mix of state and local taxes paid by
businesses in the developer-owned sub-set of NIZ.

Use of Proceeds

The 2017 bonds are being issued to refund certain indebtedness
previously incurred and related to projects developed by City
Center Investment Corp (CCIC).

Obligor Profile

The Allentown Neighborhood Improvement Zone uses certain tax
revenues to rebuild its downtown core and waterfront areas with the
specific purpose of generating investment in new job-creating
projects. The NIZ stretches from the City's center to its Lehigh
River waterfront.

Methodology

The principal methodology used in this rating was US Public Finance
Special Tax Methodology published in January 2014.


AMERICAN EQUITY: Fitch Rates US$500MM Senior Unsecured Notes BB+
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to American Equity
Investment Life Holding Company's (AEL) USD500 million senior
unsecured notes due 2027.

The rating for the senior unsecured notes is equivalent to the
ratings assigned to AEL's existing senior unsecured notes, and it
reflects standard notching based on Fitch's rating criteria. Fitch
expects the proceeds from the debt issuance will be used to redeem
USD400 million of outstanding senior notes in addition to the
outstanding USD100 million term loan. As such, Fitch expects any
increase in financial leverage at AEL to be temporary in nature.

KEY RATING DRIVERS

Fitch affirmed the ratings AEL and its insurance operating
subsidiaries with a Stable Outlook on Oct. 6, 2016. The ratings
reflect the company's low risk bond portfolio, continued solid
operating results, strong capitalization, reasonable financial
leverage and robust market position in the fixed indexed annuity
market. The ratings also reflect AEL's above average exposure to
interest rate risk and the lack of diversification in earnings and
distribution.

RATING SENSITIVITIES

AEL's ability to achieve a higher rating is somewhat constrained by
the company's limited diversity of earnings and cash flow given its
heavy concentration in fixed indexed annuities. That said, factors
that could lead to an upgrade include:

-- Enhanced capitalization with RBC above 350% on a sustained
    basis;
-- Financial leverage below 25%;
-- Continued stable or improved operating results and investment
    quality.

Factors that may lead to a downgrade include:
-- A reduction in capital that results in a Prism score in the
    low range of 'Adequate' and an RBC ratio below 300%;
-- A sustained deterioration in operating results such that
    interest coverage is below 3x;
-- A significant increase in lapse/surrender rates;
-- Financial leverage greater than 40%.

FULL LIST OF RATING ACTIONS

Fitch has assigned the following rating:

American Equity Life Investment Holding Company
-- USD500 million senior unsecured notes due 2027 'BB+'.

Fitch currently rates the AEL entities:

American Equity Life Investment Holding Company
-- Long-term IDR 'BBB-';
-- 6.625% senior unsecured notes due 2021 'BB+';
-- Trust preferred securities 'BB-'.

American Equity Investment Life Insurance Company
American Equity Investment Life Insurance Company of New York
Eagle Life Insurance Company
-- Insurer Financial Strength 'BBB+'.


ANDRA'S REDEMPTION: Wants to Use JFA Holdings' Cash Collateral
--------------------------------------------------------------
Andra's Redemption, Inc., seeks permission from the U.S. Bankruptcy
Court for the Eastern District of New York to use the rents from
its mixed use building located at 104-07 95th Avenue, Ozone Park,
New York, to pay the expenses of the Property, including the
mortgage and the real estate taxes, all of which will benefit JFA
Holdings LLC, which holds mortgage on the Property.

A hearing to consider the Debtor's request is set for June 29,
2017.  Objections to the request must be filed by June 22, 2017.

The rents are JFA's cash collateral.  The Debtor believes that it
is the best party to manage the Property.  The Debtor maintains the
Property and does not owe utility bills for the Property.  Since
the filing date, the Debtor has deposited all rent received into
the debtor-in-possession bank account.  The Property, according to
the Debtor, generates enough money to pay interest payments to JFA,
real estate taxes, and all of the Debtor's expenses.  The Debtor
started making postpetition principal and interest payments to JFA
at the amount provided for in the note.  The Debtor intends to
continue to make those payments.  The Debtor will use current rent
to make the payments.

Because of the strong real estate market, the Debtor believes the
value has increased since it purchased the Property and that there
is equity in the Property so that JFA is adequately protected by
the value of the Property and by the Debtor making adequate
protection payments.

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

         http://bankrupt.com/misc/nyeb17-40825-20.pdf

                   About Andra's Redemption

Andra's Redemption, Inc., owner of a mixed-use building in Ozone
Park, New York, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case
No. 17-40825) on Feb. 24, 2017.  Andra Indarmattie, president,
signed the petition.  The Debtor indicated $1.02 million in total
assets and $493,000 liabilities as of the bankruptcy filing.  The
Hon. Nancy Hershey Lord oversees the case.  Bruce Weiner, Esq., at
Rosenberg, Musso & Weiner, serves as bankruptcy counsel.


ANGELITA TRANSIT: Case Summary & 2 Unsecured Creditors
------------------------------------------------------
Debtor: Angelita Transit Inc.
        130 Oceana Dr. West # 6B
        Brooklyn, NY 11235

Business Description: Angelita Transit is a small business debtor
                      as defined in 11 U.S.C. Section 101(51D).
                      Its principal assets are located at
                      35-11 43rd Avenue Long Island City, NY
                      11101.  The Debtor is a corporation formed
                      in August 1978 under the laws of the State
                      of New York whose assets consist primarily
                      of two taxi medallions.  The Debtor is
                      managed by Angel Oswald Jr. who is a
                      shareholder of the Debtor and owner
                      of 50% share.  Other shareholders are
                      Vice President Fima Podvisoky (25%) and
                      and his wife Maria Podvisoky (25%).  The
                      Debtor has no employees and no monthly
                      payroll.  The Debtor expects to generate
                      income from the lease payments by the taxi
                      management company for the medallion
                      20003040 in the approximate amount of $1,500
                      for the 30-day period following the Chapter
                      11 filing.  It intends to continue in
                      operation and propose a plan of
                      reorganization.

Chapter 11 Petition Date: June 14, 2017

Case No.: 17-43080

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

Judge: Hon. Carla E. Craig

Debtor's Counsel: Alla Kachan, Esq.
                  LAW OFFICES OF ALLA KACHAN, P.C
                  3099 Coney Island Avenue, 3rd Floor
                  Brooklyn, NY 11235
                  Tel: (718) 513-3145
                  Fax: (347) 342-3156
                  E-mail: alla@kachanlaw.com

Scheduled Assets: $5,337

Total Liabilities: $1.50 million

The petition was signed by Fima Podvisoky, vice president.

The Debtor's list of two unsecured creditors is available for free
at http://docdro.id/45JytmK


AUBURN ARMATURE: Hires Menter Rudin as Attorneys
------------------------------------------------
Auburn Armature, Inc. and its debtor-affiliates seek authorization
from the U.S. Bankruptcy Court for the Northern District of New
York to employ Menter, Rudin & Trivelpiece PC as attorneys.

The Debtors requires Menter Rudin to:

   (a) give the Debtors legal advice with respect to their powers
       and duties as Debtors-in-Possession in the continued
       operation of their businesses and management of their
       property;

   (b) prepare on behalf of the Debtors, as Debtors-in-Possession,

       necessary applications, answers, reports, orders, and other

       legal papers; and

   (c) perform all other legal services for the Debtors, as
       Debtors-in-Possession, which may be necessary.
   
Menter Rudin will be paid at these hourly rates:

       Attorneys         $180-$375
       Law Clerks        $140
       Paralegals        $140

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

Menter Rudin agreed to be retained under a General Retainer in the
sum of $65,000 the full amount of which has been paid by the Debtor
Auburn Armature, Inc., said retainer is in addition to
reimbursement for filing fees in the amount of $5,151 ($1,717 per
Debtor).

Jeffrey A. Dove, president of Menter Rudin, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

Menter Rudin can be reached at:

       Jeffrey A. Dove, Esq.
       MENTER RUDIN & TRIVELPIECE PC
       308 Maltbie Street, Suite 200
       Syracuse, New York 13204-1498
       Tel: (315) 474-7541
       Fax: (315) 474-4040
       E-mail: jdove@menterlaw.com
       
                      About Auburn Armature

Based in Auburn, New York, Auburn Armature Inc. --
http://www.aainy.com/index.html-- along with affiliates EASA  
Acquisition I, LLC, and EASA Acquisition II, LLC, operates an
electric motor repair service and electrical equipment distribution
network in New York including Binghamton, Rochester, Syracuse,
Albany, Auburn, and Buffalo.

AAI is the sole member of both EASA I and EASA II.  All of AAI's
outstanding stock is owned by Electrical Supply Acquisition, Inc.,
which in turn is owned by DeltaPoint Capital IV, LP and DeltaPoint
Capital IV (New York), LP.

AAI, EASA I and EASA II sought Chapter 11 protection (Bankr.
N.D.N.Y. Lead Case No. 17-30743-5-MCR) on May 19, 2017.  Geoffrey
L. Murphy, president & CEO, signed the petitions.

The Hon. Margaret M. Cangilos-Ruiz is the case judge.

Menter, Rudin & Trivelpiece, P.C., is serving as counsel to the
Debtors.  League Park Advisors ("LP") is the Debtors' investment
banker.

AAI estimated $10 million to $50 million in assets and debt.


BALLANTRAE LLC: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Ballantrae, LLC, as of June 13,
according to a court docket.

                    About Ballantrae, LLC

Ballantrae, LLC, has a fee simple interest in a property located at
5397 Roebuck Road, Jupiter, Florida.  It operates a pre-school/day
care facility doing business as Oceanside Academy School at the
property.

Ballantrae, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 17-13427) on March 22, 2017.  The petition was signed by
Corinne Gates, Manager Member.  At the time of filing, the Debtor
had $2.03 million in total assets and $3.42 million in total
liabilities.

The Debtor tapped Brian K. McMahon, Esq. at Brian K. McMahon, as
counsel.


BEARCAT ENERGY: 1st NRG Buying All Assets for $3.9M
---------------------------------------------------
Bearcat Energy, LLC, asks the U.S. Bankruptcy Court for the
District of Colorado to authorize its Purchase and Sale Agreement
with 1st NRG Wyoming, Inc. in connection with the sale of
substantially all assets to 1st NRG for $3,900,000.

The Debtor owns many coal bed methane wells, equipment and related
fixtures located in the State of Wyoming.  Its gas wells are
currently shut in and not producing.  The Debtor has many
creditors, including trade vendors, licensing authorities and
taxing authorities.  The Debtor also has approximately 376
non-residential real property leases.  These Leases together with
the Debtor's gas wells are material assets of the bankruptcy
estate.

The Debtor commenced the process of evaluating restructuring and
sale options in early 2016.  It marketed itself to various suitors
when it forecasted that it would not have sufficient cash from
operations to meet its ongoing needs.  The Debtor contacted two
principal buyers in the summer of 2016.  In the fall of 2016, the
Debtor selected one of the prospective buyers, Carbon Creek Energy.


The Debtor then made efforts to consummate a sale with Carbon
Creek.  However, the Debtors efforts stalled due to various
factors, including the collection efforts of its creditors seizing
a substantial amount of cash in September of 2016.  Carbon Creek
then withdrew its offer to purchase substantially all of the
Debtor's assets by December 2016.

From and after January 2017, the Debtor turned to 1st NRG as
another prospective buyer.  The Purchaser operates other gas wells
at or around the Debtor's wells.  It also has its own midstream
contracts for the transmission of the natural gas as well as
compression facilities to increase the density of the gas.

The Debtor then spent several months prepetition negotiating with
1st NRG over the terms of a purchase of substantially all of the
Debtor's assets.  Ultimately, after extensive negotiations, the
Debtor and the Purchaser entered into the Agreement.  The
consideration for the purchase of the Purchased Assets under the
Agreement is the sum of $3,900,000 in cash, free and clear of all
interests, liens, claims, and encumbrances.

The Debtor asks approval of the sale of substantially all of its
assets, including, inter alia, unexpired leases, unexpired
subleases and executory contracts and personal property which
include the Leases, the Lands, the Wells, and the Records, as more
fully set forth in the Agreement.

The key terms of the Agreement are:

   a. Purchase Price: The total consideration to be paid by the
Purchaser to the Debtor for the Purchased Assets will be $3,900,000
in cash.   The Purchaser will pay $2,900,000 within 45 days after
Court approval at the Initial Closing and $1,000,000 at the Second
Closing as defined in the Agreement.

   b. Purchased Assets: Substantially all assets of the Debtor

   c. Purchaser: 1st NRG Wyoming, Inc.

    d. Assumption of Executory Contracts and Unexpired Leases:  The
proposed sale contemplates that the Debtor may assume and assign to
the Purchaser certain of the executory contracts and unexpired
leases associated with the Purchased Assets (i.e., the Leases and
the Lands).  The Purchaser is responsible for paying all cure
payments to the parties to the Leases and the Lands at the Initial
Closing.

    e. Representations, Warranties and Covenants: The Debtor made
various representations customary for a transaction of this kind
including, but not limited to, those relating to organization and
good standing, authorization and validity, foreign qualification,
absence of conflicts, litigation, compliance with legal
requirements, environmental matters, title to and use of property,
contracts, and financial statements and reports.  The Purchaser has
made certain representations, among others, relating to
organization, good standing and authorization, absence of conflict,
and absence of broker's or finder's fee.

    f. Conditions: The Closing is conditioned upon the occurrence
of certain events customary for transactions of this kind,
including the truthfulness of all representations and warranties,
and all consents and approvals, including approvals of the Court,
having been obtained.

    g. Rule 6004/6006 Waiver: The proposed Sale Order provides
that, upon entry, the Sale Order will be immediately enforceable,
otwithstanding Bankruptcy Rules 6004 and 6006.

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

         http://bankrupt.com/misc/Bearcat_Energy_68_Sales.pdf

As required by the Agreement, and in order to enhance the value to
the Debtor's estate, the Debtor asks approval of the assumption and
assignment of Purchased Contracts.  Pursuant to the Agreement, the
Purchaser is responsible for payment of all cure amounts required
to be paid to the counterparties to the Purchased Contracts assumed
and assigned.  Cure Amounts disputed by any Counterparty will
either be considered by the Court either at the hearing to approve
the Motion or at some later date as may be scheduled by the Court.

Pursuant to the Agreement, the Debtor will sell the Purchased
Assets in a two step transaction.  Commencing on the execution of
the Agreement, the Purchaser has been conducting its Due Diligence
of the Purchased Assets.  Such Due Diligence Period will end on the
45th day after the Court approves the Agreement.  At the conclusion
of the Due Diligence Period, the Purchaser will pay the Debtor
$2,900,000 in cash ("Initial Closing").

From and after the Initial Closing, until one year thereafter, the
Purchaser will operate the Purchased Assets pursuant to a Joint
Operating Agreement.  The intent of such operations is for the
Purchaser to verify that the Debtor's Wells and Leases can produce
natural gas at sufficient levels.  Similarly, the Debtor will
pursue the release of approximately $1,400,000 in bond funds during
this period.  The Purchaser will ultimately assume the bonding
responsibility for the Purchased Assets.  Once the Purchaser has
sufficient bonding in place, the Debtor will surrender its bond
funds to the Purchaser.

At the conclusion of one year after the Initial Closing, the Debtor
and the Purchaser will conduct a final closing on the sale of the
Purchased Assets ("Second Closing").  At the second closing, the
Purchaser will pay the Debtor an additional $1,000,000 for the
Purchased Assets.  The Joint Operating Agreement will then be
assigned to the Purchaser along with the final assignment of the
Purchased Assets.

In light of the extensive marketing process already undertaken and
based upon the current financial condition of the business, the
Debtor believes that the Purchased Assets have been offered for
sale in an effort to achieve the highest and best price, as well as
to provide a meaningful return to the creditors of the Debtor.

While the marketing and sale process was thorough, the Debtor will
send notice of the Sale Motion to all parties that the Debtor
believes may be potentially interested in acquiring the Purchased
Assets.  The Debtor will continue its marketing efforts
postpetition.  To the extent any interested party desires to submit
a competing bid for the Purchased Assets, the Debtor will provide
access to its document depository to assist with such party's due
diligence.  The Debtor will continue to respond to inquiries from
prospective buyers through the deadline to object to the Motion.
Should other prospective buyers tender competing bids for the
Purchased Assets, the Debtor will ask to hold the Motion in
abeyance while it files an appropriate motion to set up bidding
procedures and an auction process.

The Debtor believes that the consummation of the Sale to 1st NRG or
other successful bidder will provide its creditors and other
stakeholders with the best opportunity possible for maximizing the
value of the Purchased Assets.  It has determined, in the exercise
of its business judgment, to consummate the proposal submitted
under the Agreement with 1st NRG or, if applicable, another bidder
in the event that the Debtor receives a higher or otherwise better
bid to the transaction set forth in the Agreement.

The Purchaser:

          1ST NRG WYOMING, INC.
          1531 Stout Street, #607
          Denver, Colorado 80202
          Attn: Kevin Norris, CEO

The Purchaser is represented by:

          Kevin J. O'Toole, Esq.
          621 17th Street, Suite 1450
          Denver, CO 80293
          Facsimile: (303) 200-7449

                      About Bearcat Energy

Bearcat Energy LLC, owner of coal bed methane wells, equipment and
related fixtures located in the State of Wyoming, filed a Chapter
11 petition (Bankr. D. Colo. Case No. 17-12011) on March 14, 2017.
The petition was signed by Keith J. Edwards, CEO.

The Debtor estimated $0 to $50,000 in assets and $1 million to $10
million in liabilities as of the bankruptcy filing.  

The Hon. Elizabeth E. Brown presides over the case.

Kenneth J. Buechler, Esq., at Buechler & Garber, LLC, serves as
bankruptcy
counsel.


BEN BEATTY: Hires Tameria S. Driskill as Counsel
------------------------------------------------
Ben Beatty Custom Homes LLC, seeks authority from the U.S.
Bankruptcy Court for the Northern District of Alabama to employ
Tameria S. Driskill, LLC, as counsel to the Debtor.

Ben Beatty requires Tameria S. Driskill to:

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

   b. negotiate and formulate a plan of reorganization under
      Chapter 11 acceptable to the creditors of the Debtor;

   c. deal with secured claim holders regarding adequate
      protection and arrangements for payment of the Debtor's
      debts and contest the validity of claims or liens;

   d. prepare the necessary petition, schedules, statements,
      answers, orders, reports and other required legal
      documents; and

   e. provide all other legal services which may become necessary
      in the Chapter 11 case.

Tameria S. Driskill will be paid at the hourly rate of $300.

The Debtor paid Tameria S. Driskill a retainer in the amount of
$3,500. The Debtor paid the filing fee of $1,717.

Tameria S. Driskill will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Tameria S. Driskill, member of Tameria S. Driskill, 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.

Tameria S. Driskill can be reached at:

     Tameria S. Driskill, Esq.
     Tameria S. Driskill, LLC
     P.O. Box 8505
     Gadsden, AL 35902
     Tel: (256) 546-5591
     E-mail: tsdriskill@gmail.com

                   About Ben Beatty Custom Homes LLC

Beatty Custom Homes LLC filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ala. Case No. 17-41009) on May 31, 2017, listing under
$100,000 in assets and under $500,000 in liabilities.  Beatty
Custom is in the residential building construction business.


BENJAMIN BEATTY: Berrys Buying Ashville Property for $370K
----------------------------------------------------------
Benjamin Alan Beatty asks the U.S. Bankruptcy Court for the
Northern District of Alabama to authorize the sale of real property
located at 2630 Slasham Road, Ashville, Alabama, to Dennis D. and
Barbara A. Berry for $370,000.

The Debtor owns the real property jointly with his spouse, as
evidenced by a Warranty Deed with Joint Right of Survivorship.

The property is subject to these liens, mortgages or other
interests:

   a. Joint ownership between Debtor and his non-filing spouse;

   b. Regions Mortgage has been scheduled as having a claim in the
amount of $164,207 secured by a first mortgage on the real
property;

   c. A Notice of Federal Tax Lien in the amount of $461 was
recorded in the Office of the Probate Judge of St. Clair County,
Alabama on March 17, 2015 in UCC Book 2015 Page 117; and

   d. A Certificate of Lien for Unemployment Compensation
Contributions and Employment Security Assessment in the amount of
$134 was recorded in the Office of the Probate Judge of St. Clair
County, Alabama on Jan. 23, 2017 in Judgment Book 2017 Page 129.

The Debtor and his non-filing spouse have entered into an Agreement
with the Buyers for the sale of the Debtor's home for $370,000.
All liens, mortgages, or other interests will attach to the
proceeds of the sale.

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

        http://bankrupt.com/misc/Benjamin_Beatty_26_Sales.pdf

The Debtor asks the Court to authorize him (i) to pay in full the
mortgage balance in favor of Regions Mortgage and Federal Tax Lien
owed jointly by the Debtor and his spouse; (ii) to pay the Debtor's
spouse one-half of the net proceeds remaining; and (iii) to satisfy
from the Debtor's one-half of the net proceeds the Lien for
Unemployment Compensation Contributions and Employment Security
Assessment.  The Debtor further asks that he be paid his homestead
exemption of $15,000 and that the balance of the proceeds be
deposited into an interest-bearing account pending confirmation of
his Plan of Reorganization or other order of the Court.

Counsel for the Debtor:

          Tameria S. Driskill, Esq.
          P.O. Box 8505
          Gadsden, AL 35902
          Telephone: (256) 546-5591
          E-mail: tsdriskill@aol.com

Benjamin Alan Beatty sought Chapter 11 protection (Bankr. N.D. Ala.
Case No. 17-41008) on May 31, 2017.  The Debtor tapped Tameria S.
Driskill, Esq., as counsel.


BEVERAGES & MORE: Moody's Rates Proposed $190MM Sr. Notes Caa1
--------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to the proposed
$190 million senior secured notes due 2022 by Beverages & More,
Inc. and affirmed the company's B3 Corporate Family Rating (CFR)
and B3-PD Probability of Default Rating (PDR). The ratings outlook
is stable.

Net proceeds will be used to repay the company's existing $180
million senior secured notes due 2018 (rated Caa1) and for
transaction expenses. In May 2017, the company also upsized its ABL
Revolver (unrated) to $145 million from $100 million, and extended
its maturity to 2022. The larger revolver will support the working
capital investment for the planned roll out of BevMo's
self-distribution model, which will be managed by a third party
logistics provider and is scheduled to begin September 2017.

"The proposed refinancing addresses BevMo's upcoming maturity -- an
important liquidity consideration, but the increased principal
amount of the new notes along with higher outstanding revolver
balances over time imposes further balance sheet strain, with
Moody's-adjusted debt/EBITDA projected to rise by about half a turn
to 6.3 times over the next 12-18 months," said Raya Sokolyanska,
Vice President and Moody's lead analyst for the company. "Interest
coverage will also remain weak, at just under 1.0 time
EBIT/interest expense, and cash generation will still be modest
even excluding the inventory ramp-up and associated working capital
absorption," added Sokolyanska.

The following is a summary of Moody's rating actions for Beverages
& More, Inc.:

- Corporate Family Rating, affirmed B3

- Probability of Default Rating, affirmed B3-PD

- Proposed $190 million senior secured notes due 2022, assigned
   Caa1 (LGD4)

- Stable outlook

The ratings for the existing notes will be withdrawn upon closing
of the transaction.

All ratings are subject to the receipt and review of final
documentation.

RATINGS RATIONALE

The B3 corporate family rating reflects BevMo's weak interest
coverage, small size and concentrated geographic footprint. The
highly competitive nature of the retail alcohol industry is a
significant rating constraint as well, particularly as promotional
activity by grocery stores, club stores and other competitors has
compressed margins in recent years. At the same time, BevMo's
credit profile benefits from the recession-resistant nature of
off-premise alcohol demand, low risk of product obsolescence or
changing consumer preferences, and the company's established
position in its core California market. The company's decision to
roll out a self-distribution model also has the potential to
significantly improve EBITDA and margins, as cost savings from bulk
purchases are finally realized. However, these benefits are partly
offset by associated working capital needs for funding the
transition in 2017-2018, the cash absorption from which Moody's
expects will drive negative free cash flow and require increased
revolver borrowings. Even so, BevMo's adequate liquidity profile
provides key support to the rating, including the absence now of
near-term maturities, a covenant-lite capital structure, and an
increased revolver commitment, albeit all of which is tempered by
negative free cash flow generation expected for the next few years,
and modest remaining revolver availability.

The stable outlook reflects Moody's expectation that the company
will maintain adequate liquidity over the near term, with moderate
improvement in earnings and key credit metrics over time.

The ratings could be upgraded if the company improves its liquidity
profile particularly with sustained positive free cash flow, and
demonstrates consistent positive same store sales growth, improved
operating margins, and a commitment towards deleveraging.
Quantitatively, ratings could be upgraded if debt/EBITDA is
sustained below 5.25 times and EBIT/interest expense is sustained
above 1.25 times.

The ratings could be downgraded if liquidity deteriorates, or the
company undertakes more aggressive financial policies. The ratings
could also be downgraded if revenues, earnings or margins decline
for any reason, including increased competition. Quantitatively,
ratings could be downgraded if debt/EBITDA is sustained above 6.5
times.

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

Beverages & More, Inc. ("BevMo") is an alcoholic beverage retailer
that operates 165 stores, including 145 in California, 10 in
Arizona, and 10 in Washington as of April 22, 2017. Revenues for
the twelve months ended April 22, 2017 were approximately $792
million. Private equity sponsor TowerBrook Capital Partners, L.P.
acquired the company in 2007.


BOWIE RESOURCE: S&P Affirms 'CCC+' CCR & Revises Outlook to Neg.
----------------------------------------------------------------
S&P Global Ratings affirmed its 'CCC+' corporate credit rating on
Bowie Resource Partners LLC and revised its outlook to negative
from developing.

S&P maintained its 'B' issue-level rating on the company's $335
million senior secured first-lien term loan due 2020.  The recovery
rating is unchanged at '1', indicating S&P's expectation of very
high (90% to 100%; rounded estimate: 95%) recovery in the event of
payment default.  In addition, S&P maintained its 'CCC' issue-level
rating on the company's $100 million senior secured second-lien
term loan due 2021.  The recovery rating is unchanged at '5',
indicating S&P's expectation of modest (10% to 30%, rounded
estimate: 20%) recovery in the event of a default.

"We believe that Bowie is vulnerable and dependent upon favorable
business, financial, and economic conditions to meet its financial
commitments," said S&P Global Ratings credit analyst Vania Dimova.
In our view, the company's financial commitments are unsustainable
in the long term.  Bowie has upcoming maturities, and we don't
anticipate that the company will be able to service its onerous
debt amortizations in the next 12 to 24 months.

The negative outlook reflects S&P's view that the company will face
a liquidity shortfall over the next 12 to 24 months.  The negative
outlook also incorporates the possibility of a distressed exchange
or restructuring in the next 12 months.

S&P would likely revise the outlook to stable if the company
refinanced its revolver by the end of the third quarter of 2017.
Alternatively, S&P could revise the outlook to stable if Bowie
raised at least $50 million of new capital.  Finally, S&P could
revise the outlook to stable if the company renegotiated its
amortization payments below $25 million per year.

S&P could lower the rating if it no longer believed Bowie's sources
of liquidity would last at least a year.  This could happen if
Bowie breached its maximum leverage covenants and no longer had
access to revolving credit facility borrowings.  S&P could also
lower the rating if the company pursued a debt exchange or a form
of restructuring that it viewed as distressed.


BUCKINGHAM SENIOR: Fitch Affirms BB Rating on Revenue Bonds
-----------------------------------------------------------
Fitch Ratings has affirmed the 'BB' rating on the following bonds
issued by Tarrant County Cultural Education Facilities Finance
Corporation (TX) on behalf of Buckingham Senior Living Community,
Inc. (The Buckingham):

-- $50.88 million, series 2015A fixed-rate bonds;
-- $24.75 million, series 2015B-1 tax-exempt mandatory paydown
    securities;
-- $33.75 million, series 2015B-2 tax-exempt mandatory paydown
    securities;
-- $61.04 million, series 2007 fixed-rate bonds; and
-- $18.58 million, series 2014 fixed-rate bonds.

The Rating Outlook is Stable.

SECURITY

The bonds are secured by a mortgage lien on The Buckingham's
property, a gross revenue pledge, and series-specific debt service
reserve funds.

KEY RATING DRIVERS

LARGE EXPANSION PROGRESSING: The Buckingham is in the latter stages
of a large campus expansion and renovation project that includes a
56% increase in the number of units offered and enhanced common
areas. Total direct project costs are sizeable and amount to $79.7
million, up very slightly from the original budget but within
contingency amounts.

CONSTRUCTION AND FILL-UP RISKS: The construction project is
substantial and involves multiple components including new units,
renovated and removed units, and new activity space for all
residents. Managing the various project stages as well as
filling-up the new units in a timely and cost-effective manner
poses operating challenges. Through April 30, 2017, the project is
mostly on budget, 70% complete, and slightly behind schedule due to
weather related delays and some minor building permit issues.

VERY HIGH DEBT POSITION: The Buckingham's long-term debt increased
dramatically with the series 2015 bond issue and amounts to $128
million as of Dec. 31, 2016. Additionally, the community has $58.5
million of temporary debt that is reliant upon repayment from
initial entrance fees after the sale of new independent living
units (ILUs). This level of debt does not compare favorably to
unrestricted cash and investments, adjusted capitalization, or net
available or total revenues.

STRONG UNDERLYING CREDIT FACTORS: The rating reflects The
Buckingham's historically strong demand indicators, with ILU
occupancy averaging about 95% from 2013-2016 and assisted living
unit (ALU) and skilled nursing facility (SNF) occupancies
experiencing similar trends; good pre-sales with 85% of the 106 new
ILU's securing 10% deposits; and the favorable demographics of the
primary market area. Fitch believes that these underlying credit
factors offset the construction and fill-up risks and the debt
burden, which is sizeable at the current rating level.

SOFTENED CASH FLOW FROM OPERATIONS: After averaging a strong 31%
from fiscal 2013-2015, the net operating margin-adjusted
(NOM-adjusted) declined in fiscal 2016 due to lower net entrance
fee receipts. For fiscal 2016, NOM-adjusted decreased to 16.5%,
which is below Fitch's below investment-grade median of 20%.
Furthermore, after producing solid actual annual debt service
(AADS) coverage of 1.5x and 1.9x, respectively, for the prior two
fiscal years, AADS coverage was 0.7x in fiscal 2016, resulting in a
rate covenant violation. The Buckingham is in the process of
seeking a waiver from bondholders or will engage a consultant to
prepare an operational improvement program. An event of default
would be triggered if AADS coverage falls below 1.0x for two
consecutive years and days cash on hand is below 200, or AADS is
below 1.0x for three consecutive years.

RATING SENSITIVITIES

REBOUNDING CASH FLOWS: Fitch expects The Buckingham's operating
cash flows and AADS coverage to rebound to historical levels.
Should operating performance, debt service coverage or liquidity
levels decline further, there could be negative rating pressure.

PROJECT MANAGEMENT: The rating incorporates the appropriate
management of construction and fill-up risks and assumes that the
expansion project meets projections. Construction delays, cost
overruns, higher than expected working capital requirements, and
occupancy and fill-up levels that lag projections could result in
negative rating action.

CREDIT PROFILE

Located in the Memorial/Tanglewood section of Houston, TX, The
Buckingham is a continuing care retirement community (CCRC) that
opened in 2005 and achieved stabilized occupancy in September 2007.
It currently offers 204 ILUs, 40 ALUs, 16 memory support units, and
60 SNF beds. Total operating revenues amounted to $23.4 million in
fiscal 2016 (Dec. 31 year-end).

The Buckingham's parent company and sole corporate member is Senior
Quality Lifestyles Corporation (SQLC). SQLC is also the parent
company of Edgemere in Dallas ('BBB-'/Negative Outlook), Querencia
at Barton Creek ('BBB-'/Stable Outlook), two other CCRCs in Texas
and one in Carmel, IN, with a total of approximately 1,858 units.
Only The Buckingham is obligated on its indebtedness. SQLC and The
Buckingham also continue to retain Greystone Management Services to
manage the community's operations.

Fitch notes that SQLC's Senior Living Center at Corpus Christi
(Mirador) recently completed a financial restructuring with
bondholders that included a $2.83 million advance from SQLC to pay
debt service on Mirador's bonds. No further financial assistance
from SQLC or any financial support from The Buckingham is expected
for Mirador.

The Buckingham offers type-A life care resident agreements for its
ILUs. Most of its contracts are 90% refundable. Entrance fee
refunds are subject to The Buckingham receiving sufficient re-sale
proceeds and after re-occupancy of the vacated ILU.

LARGE-SCALE EXPANSION PROJECT PROGRESSING

The nearly $80 million construction project is a complex endeavor
involving a significant expansion of services and amenities that is
progressing mostly according to plans. In addition to adding units
in all levels of care, the project entails taking units out of
service and renovating others. Program disruptions to the existing
residents are expected to be minimized by the project's phasing,
but cost and timing risks related to the new units could arise.
Fitch views The Buckingham's engagement of an experienced
development consultant, GCD Texas LLC (an affiliate of Greystone),
as a credit positive. Through April 30, 2017, the project is mostly
on budget, 70% complete and slightly behind schedule due to weather
related delays and some minor building permit issues.

The project's expansion plans include 106 new ILUs, 27 new ALUs, 18
new memory support units and 32 new SNF rooms that will increase
total unit mix by nearly 57%. The Buckingham began taking
reservation agreements for the new ILUs in February 2015, which
included 10% entrance fee deposits. Indicative of the community's
strong demand and boosted by incentives to encourage reservation
agreements, pre-sale levels have been steady and amounted to 85% as
of April 30, 2017. Most of the cancelled reservations have been due
to residents moving into other available units in the community.
Despite the good pre-sale levels, timely fill-up and occupancy of
the new ILUs remains a risk and could stress working capital
requirements if move-in rates are lower and slower than expected.
Moreover, the additional ALU, memory support and SNF units are
services that are subject to more market and healthcare industry
pressures.

EXTREMELY HIGH DEBT POSITION

The Buckingham's total debt increased dramatically with the series
2015 bond issue and amounted to about $186.3 million as of Dec. 31,
2016. Of this amount, $58.5 million represents temporary debt that
is payable from initial entrance fees after the sale of the
expansion ILUs. The $33.75 million series B-2 bonds are scheduled
to be redeemed upon the expansion ILUs achieving 50% occupancy, and
the $24.75 million series B-1 bonds are scheduled to be paid off
when the expansion ILUs achieve 80% occupancy. With a total initial
entrance fee pool of about $74.4 million (assuming 95% occupancy),
proceeds are expected to be sufficient to redeem the paydown
securities. Maximum annual debt service (MADS) based on permanent
debt is extremely high at 40.2% of total revenues. However, this
figure excludes any new resident service revenue from the expanded
ILU, ALU, memory care and SNF projects.

After the entire project stabilizes in 2020, MADS is projected to
amount to a still-high 23% of total revenues. Unrestricted cash to
permanent debt was also light at nearly 16% in 2016. This level was
well below Fitch's 'BBB' category median of 57.4%. After the first
full year of project stability in 2020, unrestricted cash to
permanent debt is expected to strengthen to about 51%, which is
more in line with the median.

GOOD, BUT SOFTENED FINANCIAL PERFORMANCE AND POSITION

As a result of strong occupancies, steady rate increases and
effective cost management, historical operating performance was
very good. From 2013-2015, the net operating margin and
NOM-adjusted averaged a healthy 18% and 31%, respectively. These
levels compare positively with Fitch's below investment grade
medians of 5.7% and 20%. The operating ratio also exhibited good
results since it had declined annually from 2011-2015, but weakened
to 101.6% in 2016 as SQLC increased the level of administrative and
management support for The Buckingham. This operating ratio level
is weaker than Fitch's below investment grade median of 97.8%.

Furthermore, for fiscal 2016, net entrance fee receipts declined to
only $902,472 after averaging $3.98 million during the prior three
fiscal years. While turnover, move-ins and occupancy had remained
relatively stable, the number of turnover entrance fee refunds paid
or funded increased to $10.96 million in fiscal 2016, from $6.77
million a year earlier. While entrance fee refunds are subject to
the receipt of sufficient re-sale proceeds and after re-occupancy
of the vacated ILU, The Buckingham typically provides refunds in a
more-timely manner. Through the first three months of fiscal 2017,
the trend continues with refunds slightly exceeding turnover
entrance fee receipts. While volatile net entrance fee receipts are
not atypical for CCRCs with mostly refundable contracts, Fitch
expects The Buckingham to more effectively manage its cash flows,
especially as it enters into the fill-up stage of its ILU expansion
project.

Through the first four months of 2017, performance remains softer
with a NOM of 17.2% and NOM-adjusted of 15.8%. The operating ratio
stabilized at 101.6% as of March 31, 2017, and remains within
budgeted parameters.

Despite the high historical debt burden, AADS was satisfactory and
amounted to 1.5x in 2014 and 1.9x in 2015. Given the lower net
entrance receipts in fiscal 2016, AADS coverage dropped to 0.7x and
resulted in a rate covenant violation. The Buckingham is in the
process of seeking a waiver from bondholders or will engage a
consultant to prepare an improvement report. An event of default
would be triggered if AADS coverage falls below 1.0x for two
consecutive years and days cash on hand DCOH is below 200, or AADS
is below 1.0x for three consecutive years.

Given the higher entrance fee refunds, unrestricted cash balances
have been reduced over the past 15 months. After increasing to
$24.5 million at the end of fiscal 2015, unrestricted cash and
investments declined to $19.3 million as of March 31, 2017,
representing 313 DCOH. This level of unrestricted cash is above
Fitch's below investment-grade category median of 256 DCOH.
Regardless, Fitch expects liquidity to increase as The Buckingham
realizes more positive net entrance fee receipts.

DISCLOSURE

Buckingham covenants to disclose audited financial statements
within 150 days, and quarterly financial statements within 45 days,
to the Municipal Securities Rulemaking Board's EMMA system.


CACTUS WELLHEAD: S&P Affirms 'B-' CCR on Improved Oil & Gas Market
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' corporate credit rating on
Cactus Wellhead LLC and revised the outlook to stable from
negative.

S&P also affirmed the 'B-' issue-level rating on the company's
first-lien term loan.  The recovery rating on the debt is '4',
indicating S&P's expectation for average recovery (30% to 50%;
rounded estimate: 45%) in the event of payment default.

"With OPEC's original Nov. 30, 2016, decision to cut oil production
and subsequent agreement to extend the cuts until March 2018, oil
prices have risen from their February 2016 lows of under $30 per
barrel to trade in a range of about $45 to $55 per barrel," said
S&P Global Ratings credit analyst Aaron McLean.

At the same time, U.S. shale oil and gas producers have become much
more efficient in their operations, particularly in certain regions
like the Permian Basin in West Texas and many are able to remain
profitable even when oil prices dip well below current levels.  As
such, S&P has seen a steady increase in drilling and completion
activity since the second half of 2016.  In response, S&P raised
its revenue and EBITDA margin projections for Cactus Wellhead and
expect leverage measures to improve from 2016 levels over the next
two years, resulting in funds from operations (FFO)/debt above 12%
and debt/EBITDA below 5x.  However, if hydrocarbon prices were to
weaken from S&P's current forecast, drilling and completion
activity could be much more moderate for the rest of 2017 and
heading into 2018, curtailing S&P's growth and margin forecasts for
the company.

The stable outlook reflects S&P's view that credit measures will
strengthen from 2016 levels as market conditions related to U.S
onshore oil and gas drilling and completion improve along with
hydrocarbon prices.

S&P could lower the rating if it viewed leverage measures as
unsustainable or liquidity as less than adequate.  S&P could
envision this scenario if hydrocarbon prices and market conditions
weakened beyond S&P's forecasts, leading to increased pricing
pressure and a deterioration in margins, forcing the company to
borrow or seek an infusion of capital to meet cash flow needs.

S&P could raise the rating if leverage measures improved such that
FFO to debt was above 20% on a sustained basis and the company
continued to increase its scale of operations comes urate with
higher rated peers.  S&P could envision this scenario if
hydrocarbon prices rose while revenue and margins continued to
improve along with market share.


CANAM CONSTRUCTION: Moody's Assigns B2 CFR, Outlook Stable
----------------------------------------------------------
Moody's Investors Service has assigned first-time ratings to Canam
Construction Inc., consisting of a B2 corporate family rating
(CFR), a B2-PD probability of default rating (PDR), and a B3 first
lien secured rating to its proposed US$310 million term loan B
(TLB) issue. The ratings outlook is stable.

Canam's proposed financing is comprised of a CAD $100 million
secured ABL revolving facility and the TLB, which will be used as
part of the privatization and reorganization of Canam Group Inc.
Following completion of the transaction, private equity firm
American Industrial Partners will own a majority of issued and
outstanding shares of Canam and control its board of directors. The
founding Dutil family, the Caisse de depot et placement du Quebec
and Fonds de Solidarite FTQ will own the remainder.

Assignments:

Issuer: Canam Construction Inc.

-- Probability of Default Rating, Assigned B2-PD

-- Corporate Family Rating, Assigned B2

-- Senior Secured Bank Credit Facility, Assigned B3(LGD4)

Outlook Actions:

Issuer: Canam Construction Inc.

-- Outlook, Assigned Stable

RATINGS RATIONALE

Canam's B2 CFR primarily reflects the company's narrow product
focus, historic management and financial challenges on complex
structural steel projects which will now be separated from Canam,
its exposure to the cyclical North American nonresidential
construction sector, and the lack of a track record as a newly
reorganized company with a new controlling private equity owner.
The rating also considers the company's reasonable leverage
(pro-forma 4x), expected positive free cash flow, good geographic
and customer diversification, long relationships with customers and
good market share in the regions it serves.

Canam has good liquidity. The company will have CAD $75 million
available under a new CAD $100 million ABL revolver committed
through to 2022 following the financing transaction. Additionally
Moody's expects Canam to generate free cash flow of about CAD $50
million in each of 2017 and 2018. The senior secured term loan has
mandatory cash flow sweeps of 50% of excess cash flow with
step-downs to 25% and 0% when its first lien net leverage ratio
falls 0.5x and 1.0x lower, than the ratio at the time the
transaction closes. The ABL will contain a springing fixed charge
coverage ratio covenant when excess availability is less than 10%,
however Moody's does not expects the company to trigger this.
Substantially all of Canam's assets are pledged as collateral which
limits flexibility to raise additional funds should the need
arise.

Canam's US$310 million secured TLB is rated B3, one notch below the
B2 CFR, due to its subordinated position to the company's CAD $100
million ABL revolving facility.

The stable rating outlook reflects Moody's expectation that Canam
will generate free cash flow and leverage will not exceed 4.0x. It
also assumes it will balance its leverage with any growth
strategies.

A ratings downgrade could occur if Canam sustains adjusted
debt-to-EBITDA towards 6.0x or adjusted EBITA-to-interest expense
below 1.5x. A downgrade could also occur should Canam's liquidity
deteriorate.

An upgrade would require that Canam establish an operating,
financial reporting and financial policy track record under its
reorganized structure. Additionally an upgrade would require that
adjusted debt-to-EBITDA be maintained below 4.0x adjusted and
EBITA-to-interest expense above 3.0x.

The principal methodology used in these ratings was Global
Manufacturing Companies published in July 2014.

Canam Construction Inc., headquartered in Montreal, Quebec, is a
North American manufacturer of customized steel components for the
commercial, industrial, institutional and multi-residential
construction industries. The company is majority-owned by American
Industrial Partners with remaining equity owned by the founding
Dutil family, Caisse de depot et placement du Quebec, and Fonds de
Solidarite FTQ.


CANAM CONSTRUCTION: S&P Assigns 'B' CCR; Outlook Stable
-------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term corporate credit
rating to Que.-based construction products manufacturer Canam
Construction Inc.  The outlook is stable.

At the same time, S&P Global Ratings assigned its 'B' issue-level
rating and '3' recovery rating to the company's proposed US$310
million first-lien term loan due 2024.  The '3' recovery rating
indicates S&P's expectation for meaningful (50%-70%; rounded
estimate 55%) recovery in the event of default.

"Our long-term corporate credit rating on Canam primarily reflects
our view of the company's limited operating breadth within the
highly cyclical North American non-residential construction market
for steel building products, with comparatively lower profitability
than that of most of its peer companies," said S&P Global Ratings
credit analyst Phalguni Adalja.

The rating also takes into account S&P's expectation for Canam's
margins and leverage ratios to gradually improve through next year,
notably related to end-market demand growth, efficiency
initiatives, and debt repayment.

The stable outlook reflects S&P's expectation that Canam will
generate adjusted debt to EBITDA in the mid-4x area in 2017 with
material improvement in 2018.  S&P's outlook takes into account the
debt prepayments, operational initiatives under the new ownership,
and expectation for continued growth in its core non-residential
construction end market.

S&P could consider a negative action if, over the next 12 months,
Canam sustains an adjusted debt-EBITDA ratio above 4x.  This could
occur from deterioration in operating performance or if demand
slowed sharply in the non-residential end market, leading to
lower-than-expected earnings and debt repayment.

Although unlikely over the next 12 months, a higher rating could
occur if the company demonstrated material improvement in margins
or diversity to an extent that leads to the removal of S&P's
negative comparable ratings modifier.  S&P could also raise the
rating if Canam were to generate and sustain adjusted debt to
EBITDA below 3x, although a higher financial risk assessment would
require a change in S&P's view of AIP's financial policy.


CBAC BORROWER: S&P Rates Proposed $315MM Credit Facility 'B'
------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '2'
recovery rating to Baltimore-based casino operator CBAC Borrower
LLC's proposed $315 million senior secured credit facility,
comprised of a $300 million term loan B due 2024 and a $15 million
revolver due 2022.  The '2' recovery rating reflects S&P's
expectation for substantial (70%-90%; rounded estimate: 70%)
recovery for lenders in the event of a payment default.  CBAC plans
to utilize proceeds from the proposed transaction, along with about
$25 million of excess cash on hand, to repay its existing term loan
and furniture, fixtures and equipment loan and to pay call
premiums, fees, and expenses associated with the transaction.  S&P
intends to withdraw its issue-level and recovery ratings on the
company's existing rated debt issues once they are fully repaid.

Although S&P expects the proposed refinancing transaction to
improve cash flow available for debt repayment and EBITDA coverage
of interest expense and reduce funded debt balances, S&P's 'B-'
corporate credit rating is unchanged because it expects operating
lease adjusted leverage will increase about a turn to the low-7x
area in 2017 because of the negative impact of new competition on
the property.  S&P is forecasting that CBAC's EBITDA declines by
around 20% in 2017 as a result of the opening of MGM National
Harbor in December 2016.  S&P expects EBITDA coverage of interest
expense to be around 2x in 2017 and improve to above 2x in 2018.
Prior to raising the rating, S&P would need to be confident that
CBAC would sustain leverage below the mid-6x area and EBITDA
coverage of interest expense above 2x.

                        RECOVERY ANALYSIS

Key Analytical Factors:

   -- S&P's simulated default scenario contemplates a payment
      default in 2019 reflecting lower-than-expected revenues and
      cash flow as a result of the inability to generate
      sufficient customer traffic and increased competitive
      pressures from other casinos in Maryland and in nearby
      states.
   -- S&P assumes the casino remains a part of Caesars
      Entertainment Corp.'s.  Total Rewards guest loyalty program,

      and the company's $15 million revolver is 85% drawn at the
      time of default.
   -- S&P incorporates a 35% operational adjustment on top of its
      standard cyclicality adjustment to support a plausible
      assumed EBITDA at emergence, since the company's planned
      refinancing, which S&P expects to lower interest expense,
      and an expectation that the term loan will not have
      covenants drive low fixed charges in S&P's simulated default

      scenario.

Simplified Waterfall

   -- Emergence EBITDA: About $40 million
   -- EBITDA Multiple: 6.0x
   -- Gross Recovery Value: $237 million
   -- Net recovery value after administrative expenses (5%):
      $225 million
   -- Obligor/nonobligor valuation split: 100%/0%
   -- Value available for senior secured claims: $225 million
   -- Total senior secured claims: $318 million
      -- Recovery expectation: 70%-90% (rounded estimate: 70%)

All debt amounts include six months of prepetition interest.

RATINGS LIST

CBAC Borrower LLC
Corporate Credit Rating             B-/Stable/--

New Rating

CBAC Borrower LLC
Senior Secured
$300 mil. term loan B due 2024      B
  Recovery Rating                    2 (70%)
$15 mil. revolver due 2022          B
  Recovery Rating                    2 (70%)


CDS US: Moody's Affirms B2 Corporate Family Rating; Outlook Stable
------------------------------------------------------------------
Moody's Investors Service affirmed CDS U.S. Intermediate Holdings,
Inc. (dba Cirque du Soleil) B2 Corporate Family Rating (CFR) and
B2-PD Probability of Default Rating (PDR). Moody's also affirmed a
B1 rating on the first-lien existing credit facilities concurrently
with its incremental increase of the term loan by $65 million, and
Caa1 rating of second-lien senior secured term loan. Moody's
assigned B1 rating to the amended 1st lien revolving credit
facility, maturing in 2022. The outlook is stable.

The affirmation of Cirque du Soleil's B2 CFR reflects Moody's view
that the company will continue to de-lever toward low 5x by the end
of 2018 through earnings growth and modest debt repayment. The
affirmation also reflects Cirque du Soleil's strong operating
performance in recent quarters through an increase in number of
performances and stable average ticket price. Moody's notes that a
substantial increase in capex from new shows will result in minimal
free cash flow in 2017 and 2018 and poses a threat to the B2 rating
if new show performance does not meet expectations.

Moody's affirmed the following ratings:

Issuer: CDS U.S. Intermediate Holdings, Inc.:

Corporate Family Rating -- B2

Probability of Default Rating -- B2-PD

$120 Million First-Lien Senior Secured Revolver due 2020 -- B1
(LGD3), to be withdrawn

$690 Million First-Lien Senior Secured Term Loan due 2022 -- B1
(LGD3)

$150 Million Second-Lien Senior Secured Term Loan due 2023 -- Caa1
(LGD5)

Assignments:

Issuer: CDS U.S. Intermediate Holdings, Inc.:

$120 Million First-Lien Senior Secured Revolver due 2022 -- B1
(LGD3)

Outlook: Stable

RATINGS RATIONALE

Cirque du Soleil B2 CFR reflects the company's strong franchise of
branded shows, its flexible operating model and its ability to
continuously develop creative content and source talent in order to
provide for a variation in its themed shows to maintain consumer
appeal. The company is weakly positioned for its rating with high
leverage of 5.9x debt-to- EBITDA (LTM as of April 2rd, 2017 pro
forma for increased debt and incorporating Moody's standard
operating lease adjustments) with minimal free cash flow expected
in 2017 and 2018.

Cirque du Soleil faces significant competition for discretionary
consumer spending and its concentration in Las Vegas where it has a
strong relationship with its event partner MGM Resorts
International. The company was able to successfully improve the
performance of its resident shows in Las Vegas, following a period
of weaker results immediately post LBO. The upfront investment and
lead time to develop and launch new shows, uncertain consumer
reception for newly launched shows, maturation of existing shows,
and economic cycles create meaningful earnings and cash flow
volatility. The Las Vegas exposure is partially mitigated by the
geographic diversity contributed by the company's global touring
business, which also exposes the company to foreign exchange risk.

The company utilizes a partnership business model for its resident
shows that minimizes capital expenditures and provides a variable
operating expense structure such that many of the expenses are
incurred on a per show or per box office sale basis, with its
performers operating under 1-2 year contracts. This creates greater
flexibility than exists in the touring business to adjust costs in
response to unplanned closures of live performances when consumer
appeal does not meet the company's expectations. Because the venue
for resident shows is established, the "time to performance"
visibility is better for resident shows than for touring events.
These are positive operating risk mitigants to Cirque du Soleil's
show planning cycle.

Cirque du Soleil's mature single-product operating structure
exposes it to events outside of its control, such as changes in
consumer income and discretionary spending, travel disruptions,
competition from other entertainment providers, natural disasters,
and political upheavals. Such exposures as well as several misses
on its resident shows have resulted in historical performance
volatility (most recently, Paramour), particularly when combined
with relatively lumpy show development expenses. Subsequent to its
LBO, Cirque du Soleil began to modify its operating strategy,
broadening its product offering through third-party IP partnerships
(such as the launch of Toruk show) and its partnership with the
National Football League, and is looking forward to further
geographic expansion into new markets and venues as well as
introduction of more affordable performances targeting families.
The company is also working on broadening its partnerships,
improving its ticketing process, and optimizing its concession and
merchandizing operations. If well executed, incremental product
diversity may provide operating income stability during periods of
weaker economic conditions.

Moody's expects the company's revenue to improve in 2017 due to
greater number of shows in its touring division and a full year
consolidation of its travel and entertainment ticket seller,
Entertainment Benefits Group, of which Cirque owns 58%. Moody's
expects the reduction in resident shows operations to be partially
offset by an increase in ticket prices and occupancy. Moody's
projects overall debt-to-EBITDA leverage to decline to low 5x over
the next 12-18 months as operating improvements in the form of
greater occupancy, higher ticket pricing and stronger ancillary
revenues are expected to yield good EBITDA growth.

Moody's expects the company will maintain adequate liquidity with
cash balances of at least $25 million, minimal free cash flow due
to increased capex, full access to a $120 million five-year
revolving credit facility, and the absence of financial maintenance
covenants in the credit facility except for a springing first lien
net leverage ratio in the revolver that Moody's does not anticipate
will be triggered over the next 12-18 months.

The stable rating outlook reflects Moody's view that the company
will maintain its strong branded position within the entertainment
segment, continuing to re-invent its live acrobatic performances.
Moody's expects revenue growth over the next 12-18 months largely
through an increase in touring shows, incremental ticket pricing
increases, stronger attendance and improvements in ancillary
product sales. Moody's expects the EBITDA margins to remain in
high-teens and debt-to-EBITDA declining to low 5x range. Moody's
projects negative cash flow over the next 12 months due to
company's investment in new productions, with cashflow trend
turning positive in 2018.

An upgrade is unlikely given the company's close position to its
downgrade trigger and weak position for the rating. An upgrade
could occur if Cirque du Soleil exhibits revenue growth and
successful implementation of product expansion leading to
consistent and increasing free cash flow generation, sustained
reduction in total debt to EBITDA leverage below 4.5x (Moody's
adjusted) and free cash flow to adjusted debt of at least 10%. The
company would also need to maintain a good liquidity position and
exhibit prudent financial policies to be considered for an
upgrade.

Ratings could be downgraded if debt-to-EBITDA leverage is sustained
above 6.0x (Moody's adjusted) over the next 6 - 12 months, either
through underperformance to plan or via aggressive financial
policies. Cirque du Soleil's ratings could also be downgraded if
broader macro-economic trends or changes in consumer appeal result
in consistent underperformance of its core live acrobatic shows,
its liquidity weakens, or the company's new incremental performance
products fail to generate sufficient cash flow on a consistent
basis.

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

Cirque du Soleil is a provider of unique live acrobatic theatrical
performances. The company currently has 8 resident shows (7 in Las
Vegas, 1 in Orlando, New York's Paramour closed on April 2017), and
9 touring shows. For last twelve months ending April 2, 2017, the
company's revenue was $791 million. The company's founder, Guy
Laliberte, retains a 10% minority interest after a leveraged buyout
in July of 2015. TPG Capital Group (55% share), Fosun Capital Group
(25% share) and Caisse de depot et placement du Quebec (10% share)
purchased 90% the company using the proceeds of the credit
facilities plus approximately $630 million of cash equity
contribution.


CGG HOLDING: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: CGG Holding (U.S.) Inc.
             10300 Town Park Drive
             Houston, TX 77072

Type of Business: CGG Holding, et al., are subsidiaries of France-
                  based CGG S.A., a geophysical and geoscience
                  services company serving customers principally
                  in the oil and gas exploration and production
                  industry.  CGG Holding is the top Group entity
                  organized in the United States, and is the
                  direct or indirect parent of all of the U.S.-
                  incorporated debtors.  Debtor CGG Holding BV
                   (HBV) is a holding company organized under
                  Dutch law.  HBV is the direct parent of Debtor
                  CGG Holding, among many other non-debtor
                  affiliates, and is a direct subsidiary of CGG
                  S.A.

Chapter 11 Petition Date: June 14, 2017

Subsidiaries of CGG S.A. that filed Chapter 11 bankruptcy
petitions:

     Debtor                                        Case No.
     ------                                        --------
     CGG Holding (U.S.) Inc.                       17-11637
     CGG Canada Services Ltd.                      17-11638
     Sercel Canada Ltd.                            17-11639
     Alitheia Resources Inc.                       17-11640
     CGG Holding B.V.                              17-11641
     CGG Holding I (UK) Limited                    17-11642
     CGG Holding II (UK) Limited                   17-11643
     CGG Land (U.S.) Inc.                          17-11644
     CGG Marine B.V.                               17-11645
     CGG Marine Resources Norge AS                 17-11646
     CGG Services (U.S.) Inc.                      17-11647
     Sercel, Inc.                                  17-11648
     Sercel-GRC Corp.                              17-11649
     Viking Maritime Inc.                          17-11650

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

Judge: Hon. Martin Glenn

Debtors' Counsel: Alan W. Kornberg, Esq.
                  Brian S. Hermann, Esq.
                  Lauren Shumejda, Esq.
                  PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
                  1285 Avenue of the Americas
                  New York, New York 10019
                  Tel: 212-373-3000
                  Fax: 212-757-3990
                  E-mail: akornberg@paulweiss.com
                          bhermann@paulweiss.com
                          lshumejda@paulweiss.com

Debtors'
Financial
Advisor:          LAZARD

Debtors'
Financial
Advisor:          MORGAN STANLEY

Debtors'
Restructuring
Advisor:          Becky A. Roof
                  ALIXPARTNERS
                  909 Third Avenue
                  New York, NY   10022
                  https://www.alixpartners.com/en
                  Tel: 212-490-2500
                  Fax: 212-490-1344

Debtors'
Claims &
Noticing
Agent:            PRIME CLERK LLC
                  Website: https://cases.primeclerk.com/cgg/

CGG Holding's
Estimated Assets: $1 billion to $10 billion

CGG Holding's
Estimated Liabilities: $1 billion to $10 billion

The petitions were signed by Vincent Thielen, director, CGG Holding
(US) Inc.

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
Bank of New York Mellon -           6.5% Senior       $698,780,000
2021 Notes                         Unsecured Notes
101 Barclay Street, 7E            Due 2021 issued
New York, NY 10286                 by CGG S.A. as
United States                      borrower and
Lesley Daley                       guaranteed by
Tel: (888) 204-3933                 each of the
Email: lesley.daley@bnymellon.com     Debtors

Bank of New York Mellon -          5.875% Senior      $464,295,000
2020 Notes                         Unsecured Notes
101 Barclay Street, 7E             due 2020 issued
New York, NY 10286                 by CGG S.A. as
United States                      borrower and
Lesley Daley                       guaranteed by
Tel: (888) 204-3933                 each of the
Email: lesley.daley@bnymellon.com     Debtors

Bank of New York Mellon -          6.875% Senior      $431,657,000
2022 Notes                         Unsecured Notes
101 Barclay Street, 7E             Due 2022 issued
New York, NY 10286                 by CGG S.A. as
United States                      borrower and
Lesley Daley                       guaranteed by
Tel: (888) 204-3933                  each of the
Email: lesley.daley@bnymellon.Com      Debtors

Brunei Shell Petroleum               Guarantee         $20,194,000
Company SDN BHD
Jalan Utara Panaga Brunei
Fabian Ernst
Tel: 673 337 2037
Emial: fabian.ernst@shell.com

Credit Agricole Corporate &          Letter of          $9,053,000
Investment Bank                        Credit
9, Quai du President Paul Doumer
Paris La Defense Cdx 92920 France
Email: Marine.Leclainche-
Trouillet@Ca-Atlantique-Vendee.Fr

U.S. Specialty Insurance Company      Surety            $2,045,000
13403 Northwest Freeway
Houston, TX 77040
United States
Edwin H. Frank, III
Tel: (713) 355-3100
Email: efrank@indemco.com

The Welsh Ministers                  Guarantee            $628,000
Crown Buildings
Cardiff CF10 3NQ
Great Britain
Jeff Godfrey
Fax: 029 2082 3834

Travelers Casualty and Surety         Surety              $500,000
Company
770 Pennsylvania Drive
Exton, PA 19341
United States
Bonnie S. Kolibas
Tel: (610) 458-2235
Email: bkolibas@travelers.com

Sea Support Ventures LLC           Contract counter       $335,000
14637 East Main                         Party
Cut Off, LA 70345
United States           
Randy Adams
Tel: (985) 632-6000

Fedco Batteries                         Trade             $334,000
1363 Capital Drive
Fond Du Lac, WI 54937
United States
Weldon Peterson
Tel: (920) 238-3245
Email: wpeterson@fedcobatteries.com

FS Precision Tech Co., LLC             Trade              $184,000
Email: vimal.parikh@fs-precision.com

American Alternative                   Surety             $150,000
Insurance Corporation
Email: susan.allen@ariesww.com

Hmr Mikromekanikk                      Trade              $121,000
Email: irene.grindheim@hmr.no

Owens Machine & Tool Co.               Trade               $72,000
Email: candace@owensmachine.com

Future Electronics Corporation         Trade               $70,000
Email: gabriel.paterson@future.ca

Greenefficient Inc                     Trade               $63,000
Email: rickwalker@greenefficient.com

Arw Transformers Ltd                   Trade               $59,000
Email: mhairi.ncvitie@arwtransformers.co.uk

Wireco Worldgroup Inc.                 Trade               $59,000
Email: renatafoley@wirecowolrdgroup.com

Katalyst Data Management LLC           Trade               $58,000
Email: steve.darnell@katalystdm.com

TDB, Inc.                              Trade               $56,000
Email: judy@tdbinc.net

Sodexo, Inc. & Affiliates              Trade               $53,000
Email: christy.lynne@sodexo.com

Indalo International Ltd.              Trade               $47,000
Email: joe@indalo-uk.com

Digi-Key Corporation                   Trade               $43,000
Email: customer.service@digi-key.com

Accel International                    Trade               $41,000
Email: mstpierre@accelinternational.com

D & J Electronics                      Trade               $39,000
Email: dennis951@cox.net


The Nut Place, Inc                     Trade               $38,000
Email: vernon@thenutplace.com

Krayden Inc                            Trade               $38,000
Email: remit@krayden.com

WS Manufacturing LLC                   Trade               $35,000
Email: metalcutter49@hotmail.com

Concept Systems Ltd.                   Trade               $35,000
Email: rob.leger@iongeo.com

Hisco Inc                              Trade               $34,000
Email: arctx@hiscoinc.com


CGG SA: Chapter 15 Case Summary
-------------------------------
Chapter 15 Debtor: CGG S.A.
                   Tour Maine Montparnasse
                   33 Avenue du Maine
                   Paris 75015
                   France
                
Type of Business: CGG S.A. and its subsidiaries -- www.cgg.com --
                  are global geophysical and geoscience services
                  company serving customers principally in the oil
                  and gas exploration and production industry.

Foreign Proceeding: Sauvegarde pending before the Tribunal de
                    Commerce de Paris (Commercial Court of Paris)
                    France

Chapter 15 Petition Date: June 14, 2017

Chapter 15 Case No.: 17-11636

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

Judge: Hon. Martin Glenn

Foreign Representative: Beatrice Place-Faget, executive vice
                        president, general secretary and Group
                        general counsel for CGG S.A.

Foreign
Representative's
Counsel:                Robert H. Trust, Esq.
                        Margot B. Schonholtz, Esq.
                        Christopher J. Hunker, Esq.
                        LINKLATERS LLP
                        1345 Avenue of the Americas
                        New York
                        New York, NY 10105
                        Tel: 212-903-9000
                        Fax: 212-903-9100
                        E-mail: robert.trust@linklaters.com
                                margot.schonholtz@linklaters.com
                                christopher.hunker@linklaters.com

Debtor's
Claims &
Noticing
Agent:                  PRIME CLERK LLC  
                        Web site:
https://cases.primeclerk.com/cggsa/

Estimated Assets: Not Indicated

Estimated Debts: Not Indicated

A full-text copy of the Chapter 15 petition is available at:

        http://bankrupt.com/misc/nysb17-11636.pdf


CGG SA: Files for Bankruptcy With $2-Billion Debt-To-Equity Deal
----------------------------------------------------------------
Oil-services company CGG Group filed for bankruptcy protection in
the U.S. and France after reaching a restructuring deal with
lenders and bondholders that will swap nearly $2 billion in debt
for most of the equity in reorganized CGC.

CGG announced that following execution of legally binding
agreements in support of the terms of the agreement-in-principle
with key financial creditors announced on June 2, 2017, it has
begun legal processes to implement a comprehensive pre-arranged
restructuring, with the opening of a Sauvegarde proceeding in
France and Chapter 11 and Chapter 15 filings in the U.S.

CGG will now seek an agreement with the required majorities of
creditors.  Subject to their support and the plan's approval by the
shareholders' general meeting, this agreement will become binding
on all creditors following court approval.

Jean-Georges Malcor, CEO of CGG, said June 14, 2017, "CGG has
accomplished a major step today for its comprehensive financial
restructuring plan.  The June 2, 2017 agreement-in-principle with
our main creditors and DNCA has been signed and the restructuring
plan meets our objectives of substantially reducing the debt on our
balance sheet while preserving the integrity of the CGG Group.  CGG
will continue normal business operations during this process, and
the restructuring transactions will not affect relationships with
our clients, business partners, vendors or employees. We will
maintain our commitment to operational excellence and our customers
can be confident that they will continue to receive the
best-in-class service and support and innovative solutions they are
accustomed to without interruption.   We expect that our financial
restructuring can move forward quickly to strengthen our balance
sheet and to position the company well for the future."

                  Prepetition Capital Structure

As of June 14, 2017, CGG Group has approximately US$$2.868 billion
in total funded indebtedness, comprised of: (i) US$810 million in
secured debt; (ii) US$$1.997 billion in senior unsecured and
convertible notes; and (iii) US$61 million of capital lease and
other obligations.

The Group's secured debt is comprised of a French revolver
(US$304.1 million outstanding), a U.S. revolver (US$162.8 million)
and a U.S. term loan (US$342.6 million).  Wilmington Trust (London)
Limited acts as the successor agent to Natixis and Credit Suisse
AG, Cayman Islands Branch, acts as the security agent and the
collateral agent under the French Revolver.  Credit Suisse AG
serves as both the administrative agent and collateral agent under
the U.S. Revolver.  Wilmington Trust, National Association (as
successor to Jefferies Finance LLC) is the administrative agent and
Credit Suisse AG is the collateral agent for the U.S. Term Loan.

The Group's unsecured funded debt are comprised of:

  1.. High Yield Bonds, which include: (i) EUR400.0 million in
original principal amount of 5.875% guaranteed senior notes due
2020, issued on April 23, 2014, of which approximately US$464.3
million remains outstanding as of the Petition Date; (ii) $650
million in original principal amount of 6.5% guaranteed senior
notes due 2021, issued on May 31, 2011, and increased on January
20, 2017 and March 13, 2017, of which approximately US$698.7
million remains outstanding as of the Petition Date; and (iii) $500
million in original principal amount of 6.875% senior notes due
2022, issued on May 1, 2014, of which approximately US$431.7
million remains outstanding as of the Petition Date.  The Bank
of New York Mellon is the indenture trustee for all of the High
Yield Bond issuances.

   2. Convertible Bonds:  CGG S.A. had US$$402.7 million of
convertible bonds in the aggregate outstanding amount, including
accrued interest, as of the Petition Date.  The Convertible Bonds
consist of (i) EUR30.9 million in original principal amount of
1.25% convertible bonds due 2019, of which approximately US$35.0
million, inclusive of accrued interest, was outstanding as of the
Petition Date, and (ii) EUR325 million in original principal amount
of 1.75% convertible bonds due 2020, of which US$367.8 million,
inclusive of accrued interest, was outstanding as of the Petition
Date.

CGG S.A.'s significant shareholders are French entities, which
include: (i) Bpifrance Participations, which holds 9.3% of CGG
S.A.'s outstanding shares; (ii) AMS Energie, which holds 8.3% of
CGG S.A.'s outstanding shares; (iii) DNCA Finance, which holds 7.9%
of the company's outstanding shares; and (iv) IFP Energies
Nouvelles, which holds 1.3% of CGG S.A.'s outstanding shares.

                 $1.95 Billion Restructuring

In conjunction with the legal proceedings in the U.S. and France,
CGG and certain of its financial creditors entered into a lock-up
agreement on June 13, 2017, pursuant to which the relevant parties
committed to support and to take all steps and actions reasonably
necessary to implement and consummate the restructuring plan.

The terms of the lock-up agreement include a requirement for
creditors to vote in favor of the Sauvegarde and Chapter 11 plans
(subject to receiving appropriate disclosure materials), to provide
various waivers, to enter into the required documentation to effect
the restructuring and not to sell their debt holdings unless the
transferee enters into the lock-up agreement or is already a
signatory (and is therefore bound by such terms).

The lock-up agreement has been signed by (i) an ad hoc committee of
secured lenders, who hold collectively approximately 53.8% of the
aggregate principal amount of the group's secured debt, (ii) an ad
hoc committee of senior noteholders, who collectively hold
approximately 52.4% of the aggregate principal amount of the
Company's senior notes, and (iii) DNCA, which holds 5.5% of the
aggregate principal amount of the Company's senior notes and
approximately 20.7% of the aggregate principal amount of its
convertible bonds.  

In addition, CGG S.A. entered into a restructuring support
agreement with DNCA, in its capacity as shareholder, in connection
with its holding of 7.9% of the Company's share capital.  DNCA
commits to take all steps and actions reasonably necessary as a
shareholder to implement the restructuring, including voting in
favor of the relevant shareholder resolutions and not selling its
shares in CGG during the reorganization process.

Under the terms of the proposed restructuring agreements, upon
emergence, approximately $1.95 billion in debt will be eliminated
from CGG's balance sheet through full equitization of the principal
amount of unsecured debt and the maturity of $0.8 billion of
existing secured debt will be extended.

Significantly, as announced on June 2, 2017, the restructuring plan
calls for:

  * Secured Debt. Amendment and extension of the Secured Debt in
the form of a new secured bond to be issued by CGG Holding with a
five-year maturity, after a paydown at closing of up to $150
million from the proceeds of the New Money.

  * High Yield Bonds/Convertible Bonds.  Full equitization of the
principal amount of the High Yield Bonds and Convertible Bonds into
common stock of CGG S.A. at the exchange rates and on the other
terms specified in the Term Sheet.  In addition, holders of High
Yield Bonds will receive new Second Lien Notes to be issued by CGG
S.A. on account of their accrued and unpaid interest (in a maximum
amount of $86 million) and holders of the Convertible Bonds will
receive cash on account of their accrued and unpaid interest (in an
amount of $5 million).  Finally, the holders of High Yield Bonds
will have the right to (i) participate in the Debt Raise, and (ii)
backstop the Equity Raise if the full amount of the Equity Raise is
not subscribed for by DNCA and CGG S.A.'s other existing
shareholders, by way of offset of a portion of their existing High
Yield Bonds.

   * Existing Shareholders of CGG S.A.  Current equity holdings
will be diluted by the bond equitizations to approximately 4.5% of
CGG S.A.'s equity (subject to change based on levels of
participation in the various New Money raises and exercise of
certain warrants to be issued as part of the restructuring).  In
addition, current equity holders will receive (i) new four-year
warrants with an exercise price of $3.50 with four warrants giving
the right to subscribe three shares and (ii) the right to
participate in the Equity Raise.

   * New Money. Up to $500 million in new debt and equity to be
raised at closing through (i) an equity rights offering of $125
million of new common shares (the "Equity Raise") and (ii) the
issuance of $375 million of new second lien notes (the "Debt
Raise") on the terms set forth in a private placement agreement.

Together, these significant transactions will enable CGG to
implement the final phase of management's strategic business
transformation plan.

The key terms of the restructuring plan are in line with those
announced on June 2, 2017 with the following changes or precisions
(other than minor or technical issues):

   * the $125 million right issue with warrants will be backstopped
by DNCA up to USD 80 million (instead of $70 million under the 2
June agreement in principle);

   * the US$375 million issue of new second lien senior notes with
penny warrants will comprise a Euro tranche of up to US$100
million;

   * the penny warrants will allow to subscribe new shares at a
price of EUR0.01 per new share;

   * the penny warrants granted to the ad hoc committee of senior
noteholders as global coordination fee will allow to subscribe for
a maximum of 1% of the share capital (instead of a fixed 1% of the
share capital under the 2 June agreement in principle);

   * governance: the structure and composition of the Company's
board after completion of the financial restructuring will (i) be
determined in consultation with DNCA and the members of the ad hoc
committee of senior note holders who will have become and remain
shareholders of the Company and (ii) comply with the AFEP-MEDEF
Code and be implemented as soon as practicable, but in any case no
longer than three months after completion of the restructuring;

   * with respect to the bonds allocated to the secured lenders,
any prepayment premium due following an acceleration will be capped
at 10%.

   * the exchange rate used for the equitization of the convertible
bonds and the high yield bonds as well as for the rights issue and
the warrants 1 allocation is the Reuters/USD exchange rate
applicable as at midday (CET) on June 14 (1 EUR = 1.1206 USD).

The implementation of the restructuring plan is subject to various
customary conditions including obtaining the required level of
support from creditors in the French Sauvegarde, as well as in the
U.S. Chapter 11 cases and the approval of the necessary resolutions
by the shareholders' meeting of the Company.  The two shareholders
holding more than 5% of the Company's share capital other than
DNCA, namely Bpifrance Participations and AMS Energie did not
participate in the most recent restructuring plan negotiations.

                            Timeline

The various agreements signed June 13, 2017 contemplate
implementation of the restructuring plan through a series of steps,
the targeted implementation dates of which are:

   * Commitment period for the private placement of second lien
high yield bond to be initiated in July;

   * Creditors committee votes on draft Sauvegarde plan tentatively
by end of July;

   * Company shareholders' meeting by end of October;

   * U.S. Bankruptcy Court confirmation of the chapter 11 plan and
French court sanction of the Sauvegarde plan in November; and

   * Assuming the applicable conditions are satisfied or waived,
restructuring plan is expected to be implemented by the end of
February 2018..

                   Operations Continue as Usual

CGG fully expects that normal day-to-day operations will continue
during the French Sauvegarde and the U.S. chapter 11 and chapter 15
processes.  The Company intends to make timely payment to vendors
in the normal course for all goods and services provided after June
14.  The U.S. debtors will promptly seek court approval to continue
all employee compensation, health and welfare benefits and expects
that the Court will approve its request to do so.

                        About CGG S.A.

Paris, France-based CGG Group -- http://www.cgg.com/-- provides
geological, geophysical and reservoir capabilities to its broad
base of customers primarily from the global oil and gas industry.
Founded in 1931 as "Compagnie Generale de Geophysique", CGG focuses
on seismic surveys and other techniques to help energy companies
locate oil and natural-gas reserves.  The company also makes
geophysical equipment under the Sercel brand name.  

The Group has more than 50 locations worldwide, more than 30
separate data processing centers, and a workforce of more than
5,700, of whom more than 600 are solely devoted to research and
development.

CGG is listed on the Euronext Paris SA (ISIN: 0013181864) and the
New York Stock Exchange (in the form of American Depositary Shares.
NYSE: CGG).

After a deal was reached key constituencies on a restructuring that
will eliminate $1.95 billion in debt, on June 14, 2017 (i) CGG SA,
the group parent company, opened a "sauvegarde" proceeding, the
French equivalent of a chapter 11 bankruptcy filing, (ii) 14
subsidiaries of CGG S.A. have filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No. 17-11637) in New York, and (iii) CGG S.A filed a petition under
chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
Case No. 17-11636) in New York, seeking recognition in the U.S. of
the Sauvegarde as a foreign main proceeding.

Chapter 11 debtors CGG Canada Services Ltd. and Sercel Canada Ltd.
will also commence proceedings commenced under the Companies'
Creditors Arrangement Act in the Court of Queen's Bench of Alberta,
Judicial District of Calgary in Calgary, Alberta, Canada, to seek
recognition of the Chapter 11 Cases in Canada.

Prime Clerk LLC is the claims agent in the Chapter 11 cases and
maintains the Web site http://www.cggcaseinfo.com/

CGG's legal advisors are Linklaters LLP and Weil Gotshal & Manges
(Paris) LLP for the Sauvegarde and chapter 15 case, and Paul,
Weiss, Rifkind, Wharton & Garrison LLP for the chapter 11 cases.
The company's financial advisors are Lazard and Morgan Stanley, and
its restructuring advisor is Alix Partners, LLP.

Messier Maris & Associes and Millco Advisors, LP, is the financial
advisors to the Ad Hoc Noteholder Group, and Willkie Farr &
Gallagher LLP and DLA Piper LLP, is legal counsel to the Ad Hoc
Noteholder Group.

Kirkland & Ellis LLP, Kirkland & Ellis International LLP, and De
Pardieu Brocas Maffei A.A.R.P.I, serve as counsel to the Ad Hoc
Secured Lender Committee; Zolfo Cooper LLC is the restructuring
advisor; and Rothschild & Co., is the investment banker.


CGG SA: Key Constituencies Sign Lock-Up Agreement
-------------------------------------------------
CGG Group on June 12, 2017, reached a lock-up agreement with
significant creditor constituencies that commits those parties to
support and to take all steps and actions reasonably necessary to
implement and consummate its restructuring plan.

The lock-up agreement has been signed by (i) an ad hoc committee of
secured lenders, who hold collectively approximately 53.8% of the
aggregate principal amount of the group's secured debt, (ii) an ad
hoc committee of senior noteholders, who collectively hold
approximately 52.4% of the aggregate principal amount of the
Company's senior notes, and (iii) DNCA Finance, which holds 5.5% of
the aggregate principal amount of the Company's senior notes and
approximately 20.7% of the aggregate principal amount of its
convertible bonds.

The terms of the lock-up agreement include a requirement for
creditors to vote in favor of the Sauvegarde and Chapter 11 plans,
to provide various waivers, to enter into the required
documentation to effect the restructuring and not to sell their
debt holdings unless the transferee enters into the lock-up
agreement or is already a signatory.

A copy of the Lock-Up Agreement is available at:

    http://bankrupt.com/misc/CGG_H_19_Lock-Up_Agreement.pdf

The Ad Hoc Secured Lender Committee is comprised of:

    1. Makuria Investment Management (UK) LLP
       30 Charles II Street
       London
       SW1Y 4AE

    2. Goldman Sachs International
       133 Fleet Street
       London, UK
       EC4A 2BB
       Attention: European Special Situations Group

    3. Sculptor Investments S.a.r.l
       6D route de Treves
       L-2633 Senningerberg
       Luxembourg

The Ad Hoc Senior Noteholder Committee is comprised of:

    1. Alden Global Capital, LLC
       885 Third Avenue, 34th Floor
       New York, NY 10022
       Attn: Chief Legal Officer
       E-mail: notices@aldenglobal.com
       Tel: 212-888-5500

    2. Attestor Capital LLP
       20 Balderton Street
       London W1K 6TL
       United Kingdom
       Attn: Operations team / Isobelle White
       E-mail: ops@attestorcapital.com
       Tel: +44 20 7074 9610
       Fax: +44 20 7074 9611

    3. Aurelius Capital Management, LP
       535 Madison Avenue, 22nd Floor
       New York, NY 10022
       United States of America
       Attn: Legal
       E-mail: jrubin@aureliuscapital.com
               dtiomkin@aurelius-capital.com
       Tel: 646-445-6590

    4. Boussard & Gavaudan Asset Management, LP
       One Vine Street
       London W1J 0AH
       United Kingdom
       Attn: Compliance and Legal
       E-mail: BG.legal@bgam-fr.com
       Tel: +44 20 3751 5400
       Fax: +44 20 7287 5746

    5. Contrarian Capital Management, L.L.C.
       411 West Putnam Avenue
       Greenwich, CT 06830
       Attn: Josh Weisser ; Jeff Bauer
       E-mail: jweisser@contrariancapital.com
               jeffbauer@contrariancapital.com
       Tel: 203-832-8278
       Fax: 203-629-1977

    6. Third Point LLC
       390 Park Avenue, 18th Floor
       New York, NY 10022
       Attn: Operations
       E-mail: operations@thirdpoint.com
       Tel: 212-715-3488

Ad Hoc Noteholder Group's attorneys:

        Willkie Farr & Gallagher LLP
        21-23 rue de la Ville-l'Eveque
        75008 Paris, France
        Fax: +33 1 40 06 96 06
        Attention: Lionel Spizzichino
                   Gabriel Flandin
        E-mail: lspizzichino@willkie.com
                gflandin@willkie.com

                 - and -

        Willkie Farr & Gallagher LLP
        787 Seventh Avenue
        New York, NY 10019-6099
        Fax: (212) 728-8111
        Attention: John Longmire
                   Weston T. Eguchi
        E-mail: jlongmire@willkie.com
                weguchi@willkie.com

CGG's Legal Advisors:

        Linklaters LLP
        25 rue de Marignan
        75008 Paris, France
        Fax: +33 1 43 59 41 96
        E-mail: luis.roth@linklaters.com

CGG S.A. can be reached at:

        CGG S.A.
        Tour Maine Montparnasse
        33, avenue du Maine
        75015 Paris, France
        Fax: +33 1 64 47 34 29
        Attention: General Counsel
        E-mail: beatrice.place-faget@CGG.com

DNCA can be reached at:

        DNCA Finance
        19 place Vendome, 75001
        Paris, France

            - and -

        DNCA Invest
        60 av. JF Kennedy, L-1855
        Luxembourg, Luxembourg

                        About CGG S.A.

Paris, France-based CGG Group -- http://www.cgg.com/-- provides
geological, geophysical and reservoir capabilities to its broad
base of customers primarily from the global oil and gas industry.
Founded in 1931 as "Compagnie Generale de Geophysique", CGG focuses
on seismic surveys and other techniques to help energy companies
locate oil and natural-gas reserves.  The company also makes
geophysical equipment under the Sercel brand name.  

The Group has more than 50 locations worldwide, more than 30
separate data processing centers, and a workforce of more than
5,700, of whom more than 600 are solely devoted to research and
development.

CGG is listed on the Euronext Paris SA (ISIN: 0013181864) and the
New York Stock Exchange (in the form of American Depositary Shares.
NYSE: CGG).

After a deal was reached key constituencies on a restructuring that
will eliminate $1.95 billion in debt, on June 14, 2017 (i) CGG SA,
the group parent company, opened a "sauvegarde" proceeding, the
French equivalent of a chapter 11 bankruptcy filing, (ii) 14
subsidiaries of CGG S.A. have filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No. 17-11637) in New York, and (iii) CGG S.A filed a petition under
chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
Case No. 17-11636) in New York, seeking recognition in the U.S. of
the Sauvegarde as a foreign main proceeding.

Chapter 11 debtors CGG Canada Services Ltd. and Sercel Canada Ltd.
will also commence proceedings commenced under the Companies'
Creditors Arrangement Act in the Court of Queen's Bench of Alberta,
Judicial District of Calgary in Calgary, Alberta, Canada, to seek
recognition of the Chapter 11 Cases in Canada.

Prime Clerk LLC is the claims agent in the Chapter 11 cases.

CGG's legal advisors are Linklaters LLP and Weil Gotshal & Manges
(Paris) LLP for the Sauvegarde and chapter 15 case, and Paul,
Weiss, Rifkind, Wharton & Garrison LLP for the chapter 11 cases.
The company's financial advisors are Lazard and Morgan Stanley, and
its restructuring advisor is Alix Partners, LLP.

Messier Maris & Associes and Millco Advisors, LP, is the financial
advisors to the Ad Hoc Noteholder Group, and Willkie Farr &
Gallagher LLP and DLA Piper LLP, is legal counsel to the Ad Hoc
Noteholder Group.

Kirkland & Ellis LLP, Kirkland & Ellis International LLP, and De
Pardieu Brocas Maffei A.A.R.P.I, serve as counsel to the Ad Hoc
Secured Lender Committee; Zolfo Cooper LLC is the restructuring
advisor; and Rothschild & Co., is the investment banker.


CGG SA: Opens Sauvegarde Proceedings in France
----------------------------------------------
As part of a restructuring that will eliminate $1.95 billion in
debt from CGG Group's books, CGG S.A., the group parent company,
has opened a "sauvegarde" proceeding under the Commercial Code of
the Republic of France, the French equivalent of a chapter 11
bankruptcy filing.

Having determined that a comprehensive financial restructuring was
needed to right-size the Group's balance sheet, management had
discussions with the Group's various stakeholders concerning the
terms of such a restructuring.

Given the complexity of the restructuring effort and the number of
stakeholders involved, in February 2017, the Group requested that
the President of the Commercial Court of Paris appoint a mandataire
ad hoc to aid in these negotiations.  SELARL FHB, and specifically
Mrs. Helene Bourbouloux, a French attorney, were appointed a
mandataire ad hoc.  Like a mediator, the mandataire ad hoc
facilitates negotiations among a company and its stakeholders

Following extensive meetings in France over the last three and a
half months, on June 2, 2017, CGG Group reached an agreement in
principle regarding the terms of a comprehensive financial
restructuring with key constituencies.

The agreement was finalized on June 13, 2017 through the signing of
a lock-up agreement with (i) members of the Ad Hoc Lender Group
holding approximately 56.9% of the Secured Debt, (ii) members of
the Ad Hoc Bondholder Group holding approximately 52.4% of the High
Yield Bonds, and (iii) DNCA, which holds approximately 7.9% of CGG
S.A.'s share capital, as well as approximately 5.5% of the High
Yield Bonds and approximately 20.7% of the Convertible Bonds.

The Lock-Up Agreement binds parties to support a restructuring
under which bondholders will swap nearly $2 billion in debt for
most of the equity in a reorganized CGG, and $500 million of new
money will be raised from a $125 million rights offering and the
issuance of $375 million in new debt.

On June 12, CGG S.A. appeared before the Commercial Court in Paris
to request the commencement of a procedure de sauvegarde.

On June 14, 2017, the Paris Commercial Court (Tribunal de commerce
de Paris) issued a judgment opening safeguard proceedings
(procedure de sauvegarde) in respect of CGG SA.

As part of this process, the Court appointed SELARL FHB, in the
name of Helene Bourbouloux, former mandataire ad hoc, as judicial
administrator of CGG SA, as well as SELAFA MJA, in the name of
Lucile Jouve, as creditors' representative.

In accordance with the AMF General Regulation, the Company's board
of directors appointed Ledouble SAS as an independent expert to
issue a report on the financial restructuring.

According to CGG, a "procedure de sauvegarde" is a French judicial
procedure to facilitate a company's restructuring while ensuring
the continuation of its operations and the protection of its
business, the safeguarding of jobs and the discharge of its
liabilities.  This process is reserved for companies with financial
difficulties that can demonstrate they are cash-flow solvent.  It
will not affect management's ability to operate the business in the
ordinary course.

CGG S.A has filed a petition under chapter 15 of the U.S.
Bankruptcy Code with the Bankruptcy Court of the Southern District
of New York, seeking recognition in the U.S. of the Sauvegarde as a
foreign main proceeding.

                        About CGG S.A.

Paris, France-based CGG Group -- http://www.cgg.com/-- provides
geological, geophysical and reservoir capabilities to its broad
base of customers primarily from the global oil and gas industry.
Founded in 1931 as "Compagnie Generale de Geophysique", CGG focuses
on seismic surveys and other techniques to help energy companies
locate oil and natural-gas reserves.  The company also makes
geophysical equipment under the Sercel brand name.  

The Group has more than 50 locations worldwide, more than 30
separate data processing centers, and a workforce of more than
5,700, of whom more than 600 are solely devoted to research and
development.

CGG is listed on the Euronext Paris SA (ISIN: 0013181864) and the
New York Stock Exchange (in the form of American Depositary Shares,
NYSE: CGG).

After a deal was reached key constituencies on a restructuring that
will eliminate $1.95 billion in debt, on June 14, 2017 (i) CGG SA,
the group parent company, opened a "sauvegarde" proceeding, the
French equivalent of a chapter 11 bankruptcy filing, (ii) 14
subsidiaries of CGG S.A. have filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No. 17-11637) in New York, and (iii) CGG S.A filed a petition under
chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
Case No. 17-11636) in New York, seeking recognition in the U.S. of
the Sauvegarde as a foreign main proceeding.

Chapter 11 debtors CGG Canada Services Ltd. and Sercel Canada Ltd.
will also commence proceedings commenced under the Companies'
Creditors Arrangement Act in the Court of Queen's Bench of Alberta,
Judicial District of Calgary in Calgary, Alberta, Canada, to seek
recognition of the Chapter 11 Cases in Canada.

Prime Clerk LLC is the claims agent in the Chapter 11 cases and
maintains the Web site http://www.cggcaseinfo.com/

CGG's legal advisors are Linklaters LLP and Weil Gotshal & Manges
(Paris) LLP for the Sauvegarde and chapter 15 case, and Paul,
Weiss, Rifkind, Wharton & Garrison LLP for the chapter 11 cases.
The company's financial advisors are Lazard and Morgan Stanley, and
its restructuring advisor is Alix Partners, LLP.

Messier Maris & Associes and Millco Advisors, LP, is the financial
advisors to the Ad Hoc Noteholder Group, and Willkie Farr &
Gallagher LLP and DLA Piper LLP, is legal counsel to the Ad Hoc
Noteholder Group.  

Kirkland & Ellis LLP, Kirkland & Ellis International LLP, and De
Pardieu Brocas Maffei A.A.R.P.I, serve as counsel to the Ad Hoc
Secured Lender Committee; Zolfo Cooper LLC is the restructuring
advisor; and Rothschild & Co., is the investment banker.


CGG SA: Subsidiaries Commence Chapter 11 Cases in New York
----------------------------------------------------------
To implement a comprehensive financial restructuring that has been
agreed to by key financial creditors, 14 subsidiaries of CGG S.A.
have filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code in New York.

Because (i) the US RCF and the Term Loan B (together, $0.5 billion)
were borrowed by a U.S. subsidiary of the Group and (ii) certain
material US and non-U.S. subsidiaries are obligors and guarantors
under the US RCF, the French RCF, the Term Loan B and the circa
$1.5 billion in aggregate principal amount of senior notes issued
by CGG SA., Chapter 11 cases are required to implement a
pre-arranged restructuring.

The Chapter 11 debtors are CGG Holding (U.S.) Inc., CGG Holding
B.V., CGG Marine B.V., CGG Holding I (UK) Limited, CGG Holding II
(UK) Limited, CGG Services (U.S.) Inc., Alitheia Resources Inc.,
Viking Maritime Inc., CGG Land (U.S.) Inc., Sercel Inc., Sercel-GRC
Corp., Sercel Canada Ltd., CGG Canada Services Ltd., and CGG Marine
Resources Norge AS.

These entities, which are borrowers or guarantors of group debt:

   * accounted for c.$528 million of the group's revenue for the
year 2016, before group eliminations;

   * contributed 26% (c.$311 million) and 26% (c.$85 million) of
the group's consolidated revenue and EBITDA before Non-Recurring
Charges (NRC), respectively for the year 2016; and

   * taking also into account the contribution of their direct and
indirect subsidiaries (which are assets embedded in the Chapter 11
scope), contributed 56% (c.$670 million) and 65% (c.$212 million),
respectively, of the group's consolidated revenue and EBITDA before
NRC for the year 2016.

The lead Debtor in the Chapter 11 Cases is CGG Holding (U.S.) Inc.
CGG Holding is the top Group entity organized in the United States,
and is the direct or indirect parent of all of the
U.S.-incorporated Debtors.

Debtor CGG Holding BV (HBV) is a holding company organized under
Dutch law.  HBV is the direct parent of Debtor CGG Holding, among
many other non-debtor affiliates, and is a direct subsidiary of CGG
S.A.

The Lock-Up Agreement reached with lenders obligates the parties to
work expeditiously to consummate the restructuring by Feb. 28,
2018.  In furtherance of that goal, the Group has agreed to certain
interim milestones, including these key Milestones that relate
specifically to the Chapter 11 Cases:

   * To file a chapter 11 plan and disclosure statement that are
consistent with the Term Sheet and the Lock-Up Agreement by July
30;

   * To obtain an order approving the disclosure statement by Aug.
29; and

   * To obtain an order confirming the chapter 11 plan by Nov. 7.

While the Debtors are party to the Lock-Up Agreement, they do not
intend to seek Court approval of the Lock-Up Agreement in these
Chapter 11 Cases, and there is no requirement in the Lock-Up
Agreement concerning any such approval.

The relevant Group entities have filed customary "First Day
Motions" with the U.S. Bankruptcy Court, which, if granted, will
help ensure a smooth transition to chapter 11 without disruption
and will minimize the filing's impact on employees, customers,
vendors, and business partners.  The motions are expected to be
addressed promptly by the Court.

CGG S.A. is not a debtor in the Chapter 11 cases.  CGG S.A.,
however, has sought recognition of its sauvegarde proceedings in
France as a foreign main proceeding pursuant to chapter 15 of the
Bankruptcy Code.

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

    http://bankrupt.com/misc/CGG_H_19_Lock-Up_Agreement.pdf

                        About CGG S.A.

Paris, France-based CGG Group -- http://www.cgg.com/-- provides
geological, geophysical and reservoir capabilities to its broad
base of customers primarily from the global oil and gas industry.
Founded in 1931 as "Compagnie Generale de Geophysique", CGG focuses
on seismic surveys and other techniques to help energy companies
locate oil and natural-gas reserves.  The company also makes
geophysical equipment under the Sercel brand name.  

The Group has more than 50 locations worldwide, more than 30
separate data processing centers, and a workforce of more than
5,700, of whom more than 600 are solely devoted to research and
development.

CGG is listed on the Euronext Paris SA (ISIN: 0013181864) and the
New York Stock Exchange (in the form of American Depositary Shares,
NYSE: CGG).

After a deal was reached key constituencies on a restructuring that
will eliminate $1.95 billion in debt, on June 14, 2017 (i) CGG SA,
the group parent company, opened a "sauvegarde" proceeding, the
French equivalent of a chapter 11 bankruptcy filing, (ii) 14
subsidiaries of CGG S.A. have filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No. 17-11637) in New York, and (iii) CGG S.A filed a petition under
chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
Case No. 17-11636) in New York, seeking recognition in the U.S. of
the Sauvegarde as a foreign main proceeding.

Chapter 11 debtors CGG Canada Services Ltd. and Sercel Canada Ltd.
will also commence proceedings commenced under the Companies'
Creditors Arrangement Act in the Court of Queen's Bench of Alberta,
Judicial District of Calgary in Calgary, Alberta, Canada, to seek
recognition of the Chapter 11 Cases in Canada.

Prime Clerk LLC is the claims agent in the Chapter 11 cases and
maintains the Web site http://www.cggcaseinfo.com/

CGG's legal advisors are Linklaters LLP and Weil Gotshal & Manges
(Paris) LLP for the Sauvegarde and chapter 15 case, and Paul,
Weiss, Rifkind, Wharton & Garrison LLP for the chapter 11 cases.
The company's financial advisors are Lazard and Morgan Stanley, and
its restructuring advisor is Alix Partners, LLP.

Messier Maris & Associes and Millco Advisors, LP, is the financial
advisors to the Ad Hoc Noteholder Group, and Willkie Farr &
Gallagher LLP and DLA Piper LLP, is legal counsel to the Ad Hoc
Noteholder Group.

Kirkland & Ellis LLP, Kirkland & Ellis International LLP, and De
Pardieu Brocas Maffei A.A.R.P.I, serve as counsel to the Ad Hoc
Secured Lender Committee; Zolfo Cooper LLC is the restructuring
advisor; and Rothschild & Co., is the investment banker.


CGG SA: Willkie Farr Advises Committee of High Yield Bond Holders
-----------------------------------------------------------------
Willkie Farrr & Gallagher LLP advised the Steering Committee of
High Yield Bond Holders on the financial restructuring of CGG.  The
agreement will enable the full equitization of the principal amount
of unsecured debt held by the High Yield Bond Holders for over $1.6
billion.  This equitization will make the High Yield Bond Holders
the majority shareholders of CGG.

This landmark restructuring is one of the most important in France,
and it represents the first time a restructuring is being conducted
simultaneously under French and U.S. legal proceedings with a
Sauvegarde in France and U.S. Chapter 11 and Chapter 15 cases.

Willkie's market-leading restructuring teams in France, the U.K.
and the U.S. have broad experience in cross-border restructurings.
The cross-border Willkie team for this matter was led by Lionel
Spizzichino (Partner, Restructuring) and included Gabriel Flandin
(National Partner, Corporate) and Thomas Doyen (Associate,
Restructuring) in Paris; John Longmire (Partner, Restructuring),
Leonard Klingbaum (Partner, Finance) and Weston Eguchi (Counsel,
Restructuring) in New York; and Graham Lane (Partner,
Restructuring) and Iben Madsen (Associate, Restructuring) in
London.

The team also comprised Batiste Saint-Guily (Associate,
Restructuring), Igor Kukhta (Associate, Finance) and Gregoire
Dumazy (Associate, Corporate) in Paris; Ji Hun Kim, Jason
Saint-John, Audrey Nelson (Associates, Restructuring) and Jason
Pearl (Associate, Finance) in New York; and Alexander Roy and
Stephen Kennedy (Associates, Restructuring) in London.

                  About Willkie Farr & Gallagher

Willkie Farr & Gallagher LLP -- http://www.willkie.com/-- is an
international law firm of approximately 650 attorneys with offices
in New York, Washington, Houston, Paris, London, Milan, Rome,
Frankfurt and Brussels.  In Paris, the lawyers are dedicated to
mergers & acquisition, private equity, capital markets, antitrust &
competition, tax, restructuring, insolvency, public law, banking &
project finance and litigation.

                          About CGG S.A.

Paris, France-based CGG Group -- http://www.cgg.com/-- provides
geological, geophysical and reservoir capabilities to its broad
base of customers primarily from the global oil and gas industry.
Founded in 1931 as "Compagnie Generale de Geophysique", CGG focuses
on seismic surveys and other techniques to help energy companies
locate oil and natural-gas reserves.  The company also makes
geophysical equipment under the Sercel brand name.  

The Group has more than 50 locations worldwide, more than 30
separate data processing centers, and a workforce of more than
5,700, of whom more than 600 are solely devoted to research and
development.

CGG is listed on the Euronext Paris SA (ISIN: 0013181864) and the
New York Stock Exchange (in the form of American Depositary Shares.
NYSE: CGG).

After a deal was reached key constituencies on a restructuring that
will eliminate $1.95 billion in debt, on June 14, 2017 (i) CGG SA,
the group parent company, opened a "sauvegarde" proceeding, the
French equivalent of a chapter 11 bankruptcy filing, (ii) 14
subsidiaries of CGG S.A. have filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No. 17-11637) in New York, and (iii) CGG S.A filed a petition under
chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
Case No. 17-11636) in New York, seeking recognition in the U.S. of
the Sauvegarde as a foreign main proceeding.

Chapter 11 debtors CGG Canada Services Ltd. and Sercel Canada Ltd.
will also commence proceedings commenced under the Companies'
Creditors Arrangement Act in the Court of Queen's Bench of Alberta,
Judicial District of Calgary in Calgary, Alberta, Canada, to seek
recognition of the Chapter 11 Cases in Canada.

Prime Clerk LLC is the claims agent in the Chapter 11 cases and
maintains the Web site http://www.cggcaseinfo.com/

CGG's legal advisors are Linklaters LLP and Weil Gotshal & Manges
(Paris) LLP for the Sauvegarde and chapter 15 case, and Paul,
Weiss, Rifkind, Wharton & Garrison LLP for the chapter 11 cases.
The company's financial advisors are Lazard and Morgan Stanley, and
its restructuring advisor is Alix Partners, LLP.

Messier Maris & Associes and Millco Advisors, LP, is the financial
advisors to the Ad Hoc Noteholder Group, and Willkie Farr &
Gallagher LLP and DLA Piper LLP, is legal counsel to the Ad Hoc
Noteholder Group.  

Kirkland & Ellis LLP, Kirkland & Ellis International LLP, and De
Pardieu Brocas Maffei A.A.R.P.I, serve as counsel to the Ad Hoc
Secured Lender Committee; Zolfo Cooper LLC is the restructuring
advisor; and Rothschild & Co., is the investment banker.


CHINOS INTERMEDIATE: Debt Exchange No Impact on Moody's Caa2 Rating
-------------------------------------------------------------------
Moody's Investors Service said that Chinos Intermediate Holdings A,
Inc.'s ("J.Crew", Caa2 negative) proposed debt exchange is credit
positive but does not impact ratings.

"The debt exchange will be credit positive because it provides
J.Crew with runway through 2021 to execute on its operational
turnaround, and also lowers its debt load," according to Raya
Sokolyanska, Vice President and Moody's lead analyst for J.Crew.

"However, it will still leave the company with unsustainably high
leverage, at a time when prospects for requisite earnings growth
sufficient to support the heavy debt burden remain highly
uncertain," added Sokolyanska.

Moody's also noted that the transaction would result in the
majority of free cash flow being used for licensing fees, which in
turn will be used to pay the cash interest on the new notes.

Chinos Intermediate Holdings A, Inc. ("J.Crew") is the indirect
parent company of J.Crew Group, Inc., a retailer of women's, men's
and children's apparel, shoes and accessories. For the twelve
months ended April 29, 2017, the company generated $2.4 billion of
sales through its 278 J.Crew retail stores, 116 Madewell stores and
179 factory stores, its websites (jcrew.com, jcrewfactory.com and
madewell.com), and the J.Crew and Madewell catalogs. The company is
owned by TPG Capital, L.P. (TPG), Leonard Green & Partners, L.P.
(Leonard Green) and certain members of the executive management
team.


CIRQUE DU SOLEIL: S&P Affirms 'B' CCR; Outlook Stable
-----------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
Montreal-based Cirque du Soleil Group.  The rating outlook is
stable.

Cirque is issuing a $65 million add-on to its $635 million
first-lien term loan due 2022, repricing the first-lien credit
facility (consisting of a cash flow revolver and the term loan),
and extending the maturity of its cash flow revolver to 2022.
Proceeds from the add-on will fund the strategic acquisition of a
New York-based performance art company.  While the acquisition adds
a modest amount of leverage, S&P believes Cirque will continue to
grow EBITDA through new show developments and the integration of
the acquired company, resulting in leverage below S&P's downgrade
threshold over the next two years.

S&P also affirmed its 'B+' issue-level rating on Cirque's
first-lien credit facility, consisting of the $120 million cash
flow revolver due 2022 and the upsized $700 million term loan due
2022, which incorporates the proposed $65 million add-on.  The
first-lien credit facility has a recovery rating of '2,' indicating
S&P's expectation for substantial recovery (70% to 90%; rounded
estimate: 75%) for lenders in the event of a payment default.  S&P
also affirmed the 'CCC+' issue-level rating on Cirque's $150
million second-lien term loan due 2023, which has a recovery rating
of '6', indicating S&P's expectation for negligible recovery (0% to
10%; rounded estimate: 0%) in the event of a payment default.

"We affirmed the corporate credit rating on the company despite
additional leverage from the proposed transaction because we expect
Cirque's organic growth to result in credit measures below our
downgrade threshold by 2018," said S&P Global Ratings credit
analyst Jing Li.  S&P's base-case forecast is for Cirque's adjusted
debt to EBITDA to increase to the mid-6x area in 2017 as a result
of the acquisition and decline to the high-5x area in 2018.  EBITDA
contribution from the acquisition will be modest over the
intermediate term and its integration will reduce the consolidated
entity's EBITDA margin over the next two years. However, Cirque's
existing shows continue to have good operating performance and
there is a pipeline of new shows launching over the next three
years, which S&P believes will drive organic EBITDA growth.  S&P
anticipates Cirque's investment in existing and new shows to result
in reduced leverage, despite the risks of successfully integrating
a sizeable acquisition, managing the target's distinct brand, and
the costs of realizing proposed synergies.

The stable rating outlook reflects S&P's expectation that adjusted
leverage will temporarily increase to the mid-6x area in 2017 and
improve to the high-5x area in 2018.  Despite costs associated with
new show development and the negative margin impact of the
acquisition, S&P expects margins to improve over the next two years
due to cost reduction initiatives.

S&P could lower the rating if new show development costs increase
significantly, if sales decline due to lower attendance, or if the
integration of the acquired company is unsuccessful, resulting in
higher than expected EBITDA margin compression and leverage rising
to above 6.5x on a sustained basis.  S&P could also lower the
ratings if debt-financed dividends to shareholders push leverage
above 6.5x on a sustained basis.

S&P could raise the rating if the company is able to grow revenues
and increase EBITDA margins, likely as the result of cost
reductions and profitable growth from successful new shows.  In
addition, S&P could raise the rating if it believes that Cirque
will maintain leverage comfortably below 5.5x on a sustained basis.
S&P believes this would be accompanied by a commitment from the
financial sponsors to sustain leverage below that level.


CLEAN HARBORS: Moody's Affirms Ba2 CFR; Outlook Stable
------------------------------------------------------
Moody's Investors Service affirmed Clean Harbors, Inc.'s Ba2
Corporate Family Rating (CFR) and Ba2-PD Probability of Default
Rating. Concurrently, Moody's assigned a Baa3 rating to the
company's proposed, $400 million secured term loan B following the
company's announcement to repay $400 million of its $800 million
5.25% senior unsecured notes due 2020 with the loan proceeds. With
the placement of the secured term loan, the unsecured notes were
downgraded to Ba3 from Ba2 reflecting the secured term loan's
priority status in the capital structure as well as the benefit the
loan will receive from the significant amount of junior debt
($1.245 billion) that will provide first-loss cushion in the event
of a potential default. Additionally, the Speculative Grade
Liquidity rating was affirmed at SGL-2. The rating outlook is
stable.

The CFR affirmation reflects Moody's expectation that Clean
Harbors' 2017 results will rebound sharply from a subpar
performance in 2016. Accordingly, Moody's anticipates that driven
by full run-rate contributions from 2016 acquisitions, the
high-margin El Dorado, Arkansas incinerator coming online and
improved fixed-cost absorption, margins and free cash flow will
return to growth. Benefits from prior and ongoing cost-reduction
efforts as well as modest price increases will also boost
profitability.

Moody's took the following rating actions on Clean Harbors, Inc.:

- Corporate Family Rating affirmed at Ba2

- Probability of Default Rating affirmed at Ba2-PD

- Secured term loan B assigned at Baa3 (LGD2)

- Senior unsecured notes downgraded to Ba3 (LGD4) from Ba2 (LGD4)

- Outlook is stable

- Speculative Grade Liquidity rating affirmed at SGL-2

RATINGS RATIONALE

Clean Harbors' Ba2 CFR rating reflects Moody's expectation for the
company to maintain its leading position across a number of the
North American hazardous and non-hazardous waste end markets. The
rating benefits from the company's unique collection of high-value
assets that generate a fairly stable recurring revenue stream in
several of its operating segments - Technical Services,
Safety-Kleen - and the formidable barriers to entry that it enjoys
in these specialty sectors of the waste industry. Accordingly,
Moody's anticipates margins (EBIT margin below 5% in 2016) to
improve and free cash flow generation (averaged nearly $100 million
annually over the past five years) to comfortably exceed recent
levels over the next 12-18 months driven by the El Dorado
incinerator ramp, a full year of contribution from 2016
acquisitions, more normalized capital expenditures and steadily
increasing traction on Safety-Kleen's closed-loop operating model.

The rating is constrained by the company's sizable exposure to the
energy markets, both direct and indirect. Highlighting this
exposure is the sharp fall-off in performance of the Oil, Gas and
Lodging Services segment. As recently as 2013 the segments combined
to generate nearly $150 million of EBITDA - in 2016, they generated
negative EBITDA. Clean Harbors is also somewhat susceptible to the
volatility in its Industrial and Field Services segment which has
experienced a 41% decline, a 32% increase and a 6% increase over
the past three years, respectively.

Moody's expects Clean Harbors to maintain a good liquidity profile,
as reflected by the SGL-2 rating. With the completion of the El
Dorado incinerator, capital expenditures will return to more normal
cycle levels. In conjunction with a stronger earnings profile, free
cash flow should be significantly stronger over the next 12-18
months. The cash position of $297 million at March 31, 2017 is
within the $250 million - $300 million range Moody's expects the
company to maintain over the long term. At first-quarter end 2017,
the company had approximately $195 million of availability under
its asset-based lending (ABL) facility after deducting for
outstanding letters of credit -- there were no borrowings under the
facility. The nearest debt maturity, following placement of the
proposed term loan, will be the remaining $400 million of the 5.25%
unsecured notes due in August 2020.

The stable outlook reflects Moody's expectation that despite
revenues being challenged over the next twelve months, margins and
free cash flow will resume expansion, thereby restoring financial
flexibility that was somewhat stretched in 2016. Moody's also
expects that signs of increased industrial activity (Technical
Services) and more favorable product mix (Industrial and Field
Services and Safety-Kleen) should provide sustainability to
stronger results.

Strengthening in the energy as well as key industrial sectors (i.e.
customers returning to more normal spending practices) such that
asset utilization rates substantially increase and landfill tonnage
trends meaningfully back towards levels consistent with pre-2015
amounts could lead to an upgrade. Continued margin improvement
(EBIT margin trending towards 10%), free cash flow-to-debt in the
10% range or debt-to-EBITDA approaching 3x for an extended period
of time could also result in positive rating momentum.
EBIT-to-interest nearing 3x and reduced reliance on the energy
sector would also be viewed favorably. In contrast, further erosion
in base business revenues and earnings and the inability of lean
initiatives to offset much of the decline could result in negative
rating actions. Additionally, deterioration of the liquidity
profile, overly aggressive shareholder-friendly initiatives or
additional debt-financed acquisitions may lead to a downgrade. On a
metrics basis, free cash flow-to-debt falling to the mid-single
digits or debt-to-EBITDA exceeding 4x could create downward rating
pressure.

Clean Harbors, Inc. provides environmental, energy and industrial
services throughout North America with services ranging from the
collection, packaging, transportation, recycling, treatment and
disposal of hazardous and non-hazardous waste; emergency spill
response; cleaning/remediation activities and oil re-refining. The
company reported revenues of $2.8 billion for the latest twelve
months ended March 31, 2017.

The principal methodology used in these ratings was Environmental
Services and Waste Management Companies published in June 2014.


CLEAN HARBORS: S&P Affirms 'BB+' CCR; Outlook Stable
----------------------------------------------------
S&P Global Ratings assigned its 'BBB-' issue-level rating and '1'
recovery rating to Clean Harbors Inc.'s proposed $400 million term
loan.  The '1' recovery rating indicates S&P's expectation for very
high recovery (90%-100%; rounded estimate: 95%) in the event of a
default.

Clean Harbors is pursuing a $400 million term loan and plans to use
the proceeds from the loan to pay down a portion of its existing
$800 million unsecured notes due August 2020.

At the same time, S&P affirmed its 'BB+' corporate credit rating on
the company.  The outlook is stable.

Additionally, S&P affirmed its 'BB+' issue-level rating on the
company's $1.245 billion of pro forma unsecured notes ($1.645
billion currently outstanding).  The '3' recovery rating remains
unchanged, indicating S&P's expectation for meaningful recovery
(50%-70%; rounded estimate: 55%) in the event of a default.

"We affirmed our ratings on Clean Harbors Inc. to reflect that the
company will use the proceeds from its proposed $400 million term
loan to repay its unsecured notes and because we expect that its
operating performance will modestly improve over the next 12
months," said S&P Global Ratings credit analyst Daniel Lee1.  S&P
also expects that the proposed transaction will provide the company
with increased flexibility in its capital structure and believe
that it will be modestly accretive to Clean Harbors' net interest
margin.

The stable outlook on Clean Harbors Inc. reflects S&P's belief that
an improving macroeconomic environment, continued growth in its
closed-loop offering, and the full roll-out of the El Dorado
incinerator will help support the company's operating results and
offset the continued weakness in its Oil & Gas and Lodging
segments.  Over the next 12 months, S&P expects the company's
adjusted debt-to-EBITDA to be between 3.4x and 3.6x and its
FFO-to-debt to be between 22% and 25%, which are appropriate credit
measures for the current rating.  S&P expects that the company will
continue to pursue acquisition opportunities but do not believe
that it will undertake a transaction that would materially impact
its credit metrics.

Although unlikely, S&P could lower its ratings on Clean Harbors if
lower waste volumes and capacity utilization cause the company's
credit metrics to meaningfully deteriorate and near-term
improvements appear unlikely.  Under such a scenario, S&P would
expect the company's adjusted debt-to-EBITDA to be above 4.2x and
its FFO-to-debt ratio to be below 20%. This could occur if the
company sales decline by the low-single digit percent area and its
EBITDA margins contract by 400 basis points (bps).

Although unlikely, S&P could raise its ratings on Clean Harbors if
a better than expected increase in waste volumes and capacity
utilization cause the company's credit metrics to meaningfully
improve on a sustained basis.  Under such a scenario, S&P would
expect the company's adjusted debt-to-EBITDA to be below 2.8x and
FFO-to-debt ratio to be above 30%.  This could occur if Clean
Harbors' revenue increases by the low-teen percent area and its
EBITDA margins expand by 400 bps on a sustained basis.  In
addition, S&P would require the company to commit to a long-term
financial policy and capital allocation strategy that enables it to
maintain an investment-grade rating.


CONTURA ENERGY: Moody's Assigns B2-PD Probability Default Rating
----------------------------------------------------------------
Moody's Investors Service removed provisional designation on the
ratings of Contura Energy, Inc. including the corporate family
rating (CFR) of B2 and the B2 rating on the $400 million first lien
secured term loan due 2024. Moody's also assigned a probability of
default rating (PDR) of B2-PD. The outlook is stable.

The action follows the company's issuance of 2016 audited financial
statements. The provisional ratings were assigned in February 2017,
pending receipt and review of the audited financial information for
the period from the company's inception to December 31, 2016.

Issuer: Contura Energy, Inc.

Assignments:

-- Corporate Family Rating, Definitive Rating Assigned B2

-- Probability of Default Rating, Assigned B2-PD

-- Senior Secured Term Loan due 2024, Definitive Rating Assigned
    B2 to (LGD4) from (LGD3)

Outlook Actions:

-- Outlook, Remains Stable

RATINGS RATIONALE

Contura's B2 Corporate Family Rating (CFR) reflects the inherent
volatility of the met coal markets, and the secular decline of the
US thermal coal industry. The ratings further reflect the company's
position as one of the key producers of metallurgical coal in the
United States, its competitive cost position in Northern
Appalachia, as well as its substantial presence in the Powder River
Basin.

The CFR further reflects the company's geographic and operating
diversity, relatively modest leverage, low level of legacy
liabilities, low-cost reserves, and access to multiple
transportation options. Factors that constrain the rating include
regulatory pressures on coal and the inherent geological and
operating risk associated with mining.

The stable outlook reflects Moody's expectations of positive free
cash flows and solid contracted position in thermal coal.

Moody's views the company's liquidity position as adequate, which
reflects the company's cash balance of roughly $240 million as of
March 31, 2017 and full availability under the $125 million ABL
facility. The ABL facility has a minimum fixed charge coverage
ratio of 1.0x that is only tested when excess availability falls
below certain thresholds. The senior secured term loan does not
have any financial covenants. Moody's expects positive free cash
flows over the next twelve months at current prices. Moody's note,
however, that free cash flows could turn negative at some of the
pricing levels observed over the past two years while the industry
was in distress.

The ratings could be upgraded if the rate of secular decline in the
US thermal coal industry were to slow or reverse, and if
metallurgical coal markets were to show more stability and
predictability. The ratings could also be upgraded in the event of
material growth in scale and diversity.

The ratings could be downgraded if Debt/ EBITDA, as adjusted, were
to increase above 5x, if free cash flows were to turn negative, or
if liquidity were to deteriorate.

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

Formed by a group of Alpha's first lien lenders, Contura was
created to acquire and operate Alpha Natural Resources' core
operations in Northern Appalachia (including the Cumberland mine
complex), all Alpha's operations in the Powder River Basin and
certain assets in Central Appalachia (the Nicholas mine complex in
Nicholas County, West Virginia, and the McClure and Toms Creek mine
complexes in Dickenson and Wise Counties, Virginia). Contura also
purchased Alpha's interest in the Dominion Terminal Associates coal
export terminal in eastern Virginia. For the period from its
inception in July 2016 to the end of 2016, Contura generated
approximately $690 million in revenues.


DEER MEADOWS: Has Access to Cash Collateral Through June 30
-----------------------------------------------------------
The Hon. Peter C. McKittrick of the U.S. Bankruptcy Court for the
District of Oregon has entered a fifth interim order authorizing
Deer Meadows, LLC, to use the cash collateral of DCR Mortgage and
Fred and Ruth Harder for the period from June 1, 2017 through June
30, 2017.

Other than DCR Mortgage and Fred and Ruth Harder, no parties hold
an interest in or lien on the rents and other income of real
property Debtor owns as the same existed on the Petition Date.

A need exists for the Debtor to use Cash Collateral to make
payments required in connection with its ownership of real property
and operation of its assisted living facility.  Without the use of
the Cash Collateral, the Debtor has insufficient funds to meet its
expenses and other payments as set forth in the budget.

The Debtor's authority to use Cash Collateral will terminate upon
the occurrence of any of these events, in each case, subject to DCR
Mortgage's and the Harders' right to waive or modify the
Termination Event:

     (a) The expiration of the budget period;

     (b) This Chapter 11 case is either dismissed or converted to
         a case under Chapter 7 of the Bankruptcy Code;

     (c) A trustee is appointed in this Chapter 11 case; or

     (d) the Debtor defaults in any material respect in the
         performance of or compliance with any term or provision
         in this court rder, and in each case the default is not
         remedied within five business days after DCR Mortgage or
         the Harders gives the Debtor written notice of such
         default.

As adequate protection to DCR Mortgage and the Harders for the
Debtor's use of Cash Collateral, DCR Mortgage and the Harders are
granted:

     (a) DCR Mortgage and the Harders are granted replacement
         liens on property of the Debtor of the same nature, kind
         and priority as secured Debtor's debt to DCR Mortgage and

         the Harders on the Petition Date, specifically including
         all rents of the Deer Meadows Facility and all products,
         proceeds, issues, or profits that were either subject to
         DCR Mortgage's or the Harders' prepetition liens or
         acquired as a result of Debtor's use and expenditure of
         cash collateral; provided, however, that each replacement

         lien will not attach to avoidance or recovery actions of
         the Debtor's estate under Chapter 5 of the Code;

     (b) DCR Mortgage's and the Harders' liens in the Replacement
         Collateral will have the same relative priority as the
         liens they held on the Petition Date;

     (c) the Debtor will timely perform and complete all actions
         necessary and appropriate to protect the Cash Collateral
         against diminution in value;

     (d) DCR Mortgage's and the Harders' liens in the Replacement
         Collateral will be in addition to all other security
         interests securing DCR Mortgage's or the Harders'
         respective allowed secured claims in existence on the
         Petition Date;

     (e) DCR Mortgage's and the Harders' liens in the Replacement
         Collateral will be senior to the rights of Debtor and any

         successor trustee or estate representative in this case
         or any subsequent cases or proceedings under the Code
         except as otherwise provided by court order;

     (f) DCR Mortgage's and the Harders' liens in the Replacement
         Collateral will be perfected and enforceable by operation

         of law upon entry of this Order without regard to whether

         the lien is perfected under applicable non-bankruptcy
         law;

     (g) as additional adequate protection, the Debtor will
         continue to make adequate protection payments to DCR
         Mortgage in the amount of $11,580.57 per month, with the
         next payment to be made on or before June 30, 2017;

     (h) the Debtor will at all times keep DCR Mortgage's and the
         Harders' prepetition collateral and the Replacement
         Collateral free and clear of all other liens,
         Encumbrances and security interests, other than those in
         existence on the Petition Date or granted by court order;

     (i) the Debtor will continue to provide to DCR Mortgage and
         the Harders, on or before the 21st day of each month (or,

         if the day falls on a day other than a business day then
         on the next business day), a Budget Reconciliation form,
         in form reasonably satisfactory to DCR Mortgage and the
         Harders and certified by the Debtor's manager to be
         accurate to the best of her knowledge, information and
         belief, that compares the Debtor's actual cash receipts
         and disbursements to the Budget for the calendar month
         immediately preceding the month in which the report is
         due;

     (j) the Debtor shall at all times cause to be maintained
         policies of insurance with respect to the Deer Meadows
         Facility as were in effect on the Petition Date; and

     (k) the Debtor will at all times reasonably manage and
         preserve the Deer Meadows Facility and the Debtor's other

         assets.

The Budget provides for total income and expenses for the month of
June:

     Total Income            $141,000
     Total Expense           $137,728

     Projected Cash Flow
       Net Income for Month    $3,272
       Starting Cash           $6,528
       Remaining Cash          $9,800

A copy of the court order is available at:

           http://bankrupt.com/misc/orb16-33768-172.pdf

                       About Deer Meadows

Deer Meadows, LLC, filed a Chapter 11 petition (Bankr. D. Ore. Case
No.
16-33768) on Sept. 30, 2016.  The petition was signed by Kristin
Harder, manager.  The Debtor estimated assets and liabilities at $1
million to $10 million at the time of the filing.

The case is assigned to Judge Peter C. McKittrick.  

The Debtor tapped Stephen T. Boyke, Esq., at the Law Office of
Stephen T. Boyke, as counsel.  The Debtor also hired JCH Consulting
Group, Inc., as real estate broker; and Ogden Murphy Wallace PLLC
as special counsel.

Gail Brehm Geiger, the Acting U.S. Trustee for the District of
Oregon, appointed Suzanne Koenig, as the Patient Care Ombudsman for
Deer Meadows, LLC.

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


DICK CAMPBELL: Case Summary & 9 Unsecured Creditors
---------------------------------------------------
Debtor: Dick Campbell Company, Inc.
           d/b/a Campbell Company
        450 W. McGregor Drive
        Boise, ID 83705

Business Description: Dick Campbell manufactures transportation
                      signaling devices.  The Company has accounts
                      receivable totaling $565,732 and inventory
                      of $498,263.  It has machinery, equipment
                      and vehicles having an aggregate value of
                      $958,050.

Chapter 11 Petition Date: June 14, 2017

Case No.: 17-00756

Court: United States Bankruptcy Court
       District of Idaho (Boise)

Judge: Hon. Jim D Pappas

Debtor's Counsel: Bruce A. Anderson, Esq.
                  ELSAESSER JARZABEK ANDERSON
                  ELLIOT & MACDONALD, CHTD.
                  320 East Neider Avenue, Suite 102
                  Coeur d'Alene, ID 83815
                  Tel: (208) 667-2900
                  Fax: (208) 667-2150
                  E-mail: baafiling@ejame.com
                          brucea@ejame.com

Scheduled Assets: $2.63 million

Scheduled Liabilities: $2.73 million

The petition was signed by Phil Tate, president.

The Debtor's list of nine unsecured creditors is available for free
at http://bankrupt.com/misc/idb17-00756.pdf


DUPONT FABROS: Moody's Puts Ba1 CFR on Review for Upgrade
---------------------------------------------------------
Moody's Investors Service affirmed all ratings of Digital Realty
Trust, Inc. and its subsidiaries and placed all ratings of DuPont
Fabros Technology, Inc. and its subsidiaries on review for upgrade
following the announcement that the REITs had reached a definitive
agreement to merge. The all-stock transaction, valued at $7.6
billion, including the assumption of debt, is expected to close in
the second half of 2017.

The following ratings were affirmed:

Digital Realty Trust, Inc.

Issuer Rating at Baa2

Preferred Stock at Baa3

Preferred Stock shelf at (P) Baa3

Digital Realty Trust, L.P.

Backed Senior Unsecured Rating at Baa2

Backed Senior Unsecured shelf at (P)Baa2

Digital Delta Holdings, LLC

Backed Senior Unsecured at Baa2

Digital Euro Finco, LLC

Backed Senior Unsecured at Baa2

Digital Stout Holding, LLC

Backed Senior Unsecured at Baa2

The following ratings were placed on review for upgrade:

DuPont Fabros Technology, Inc.

Corporate Family Rating at Ba1

Preferred Stock at Ba2

Preferred Stock shelf at (P) Ba2

DuPont Fabros Technology L.P.

Backed Senior Unsecured at Ba1

Backed Senior Unsecured shelf at (P)Ba1

RATINGS RATIONALE

The affirmation of Digital Realty's ratings reflects the REIT's
sustained leading position in a specialized segment of the real
estate market, consistently solid occupancy, diversified portfolio
in terms of geography and tenant mix, large unencumbered asset pool
and successful track record with integration of previous
acquisitions. The DuPont portfolio has good credit characteristics
with very high occupancy (4-quarter average of 98%), strong tenant
credit quality and almost an entirely unencumbered asset portfolio.
Geographic and tenant concentration are meaningful credit negatives
for DuPont Fabros but would be mitigated in the post-merger
portfolio.

As of 1Q2017, DuPont Fabros had total assets of $3.9 billion and
outstanding debt of $1.4 billion. The REIT's book leverage, debt +
preferred as a proportion of gross assets, was 41.5% and net debt
to EBITDA was modest at 4.0x. A higher proportion of super
wholesale customers, large cloud providers and social media
companies, could weaken DuPont Fabros' margins, but fixed charge
coverage as of 1Q2017 was strong at 4.4x. DuPont Fabros is exposed
to meaningful tenant and geographic concentration risk with the
largest five customers accounting for 74% of annualized base rent
and assets in Ashburn constituting 57% of aggregate installed
critical power load.

Digital Realty's leverage metrics are weaker with book leverage at
52.4% and net debt to EBITDA of 5.1x but the REIT's largest five
customers account for only 22.4% of annual base rent, and rent
contribution from the largest market, New York, is a modest 12.3%.
Digital Realty's margins are slightly lower at 58-60% due to higher
SG&A expenses, but fixed charge coverage is strong at 4.1x.

DuPont shareholders will receive 0.545 shares of Digital Realty for
each share of DuPont Fabros owned. Digital Realty expects to assume
$201 million of preferred equity and issue $1,732 million of new
debt to refinance DuPont's outstanding debt and cover transaction
costs. Digital Realty has obtained a bridge facility that will
provide the REIT with some flexibility with respect to timing the
debt issuance.

The stable rating outlook for Digital Realty reflects the
expectation that the merger will be completed as planned and that
the REIT will maintain a prudent financing strategy to fund ongoing
development and acquisitions. The successful integration of the
DuPont Fabros portfolio would be the other significant
consideration. DuPont Fabros' ratings will likely be upgraded if
the merger transaction is completed as proposed.

Upward rating movement for Digital Realty would require improvement
in the REIT's leverage and coverage metrics with net debt / EBITDA
consistently below 5.0x, fixed charge coverage close to 4.0x or
higher and effective leverage approaching 40%. Other rating
considerations include a development pipeline accounting for no
more than 10% of gross assets on a sustained basis with material
preleasing, and portfolio occupancy rate approaching 95%. Net debt
/ EBITDA approaching 6x, effective leverage consistently above 50%,
fixed charge ratio remaining below 3.0x are some factors that could
cause downward rating pressure. Furthermore, sizeable leveraged
acquisitions, a sharp increase in development, meaningful near term
lease expirations, or reduced liquidity could also cause the
ratings to be downgraded.

DuPont Fabros' senior unsecured debt and preferred ratings will be
upgraded two notches to the same level as Digital Realty's
unsecured debt and preferred stock ratings if the transaction
closes as planned. The rating outlook would be changed to stable if
the merger is not completed and DuPont Fabros' net debt to EBITDA
is close to 5.0x, EBITDA margin drops below 60% on a consistent
basis and its largest market accounts for more than 40% of ABR.

As of 1Q2017, Digital Realty owned and/or operated 145 data
centers, including 14 properties in unconsolidated joint ventures,
covering 22.9 million square feet of space in North America, Europe
and Asia Pacific.

DuPont Fabros Technology Inc, (NYSE: DFT) is a REIT that owns and
operates high quality data centers in three markets in the US. The
REIT had stabilized portfolio capacity of 1.6 million square feet
that was 99% leased at the end of 1Q2017.

The principal methodology used in these ratings was Global Rating
Methodology for REITs and Other Commercial Property Firms published
in July 2010.


ELWOOD ENERGY: Moody's Hikes Senior Secured Bonds Rating to Ba2
---------------------------------------------------------------
Moody's Investors Service upgraded Elwood Energy LLC's (Elwood or
Project) senior secured bonds to Ba2 from Ba3. The rating outlook
remains positive.

RATINGS RATIONALE

The upgrade of Elwood's rating to Ba2 from Ba3 takes into
consideration the most recent Base Residual capacity auction
results in PJM for the ComEd region that provides visibility into
future revenues enabling the project to comfortably service debt
through May 2021 from internal cash flow. Announced last month,
capacity prices in the PJM's ComEd zone cleared at $188/MW-day for
the 2020/2021 period. While the most recent auction was a moderate
decline from the prior period of around $203/MW-day, ComEd's still
robust capacity price should allow the project to achieve at least
'Baa' category FFO to Debt and 'B' category debt service coverage
ratio (DSCR) financial metrics under Moody's case starting in 2018
through at least 2020. The relatively low scoring of the project's
DSCR category reflects project's legacy financial structure that
has steeply rising debt amortization with a peak in 2021.

The Ba2 rating also incorporates the project's relatively low
leverage and the benefits of the project continued de-leveraging
that increases the project's financial flexibility over time. At
year-end 2016, Elwood had debt to total capital of around 31% and
debt/kw of around $101, which compares favorably to recent prices
for natural gas fired-peaking units in PJM. By the end of 2020, the
project should have reduced its debt by around 46% to $81 million
resulting in debt/kw of effectively around $54, which provides even
greater financial flexibility against uncertain capacity prices
starting in June 2021.

This financial flexibility owing to the scheduled de-leveraging are
balanced against certain credit challenges that remain including
the project's five-year merchant tail that commences in June 2021,
the project's weak competitive position given its high heat rate
(albeit comparable to other peakers), and ongoing exposure to
future capacity price volatility. Additional weaknesses include
Elwood's high scheduled debt service requirements in 2021 and 2022
and mixed operational performance during recent cold winters.
Regarding the latter, Moody's understand a combination of capital
spending and firm gas transportation arrangements should address
the historical outage issues which is an important risk
consideration given the potential for steep penalties under PJM's
capacity performance product.

The continuing positive rating outlook reflects the likely further
improvement to the project's credit quality depending on the
results of the next PJM auction in May 2018. If the outcome of the
next auction results in robust capacity prices similar to those
experienced in May 2017, the project should be able to comfortably
satisfy debt service through 2022. Starting in 2023, the project's
debt service drops off steeply that will allow for much greater
resiliency against low capacity prices.

The Project's rating could be upgraded if Elwood clears its
capacity at robust capacity auction prices in the next PJM capacity
covering the 2021/2022 period. Elwood's rating could also improve
if it is able to enter into new long-term contracts with investment
grade off-takers that result in annual DSCRs being at or above 1.2
times through debt maturity based solely on fully contracted cash
flows.

Given the positive outlook, Elwood's rating is unlikely to decline.
However, Elwood's rating could decline if PJM capacity prices
results significantly decline or if Elwood incurs major operational
problems.

Elwood Energy LLC owns a 1,508 (winter) / 1,350 (summer) megawatt
(MW) peaking facility consisting of nine natural gas-fired, simple
cycle units, located in Elwood, Illinois (about 50 miles southwest
of Chicago). For seven out of nine units, Elwood sells its energy
and capacity into the PJM market. For the remaining two units, the
project sells to Exelon Generation Company, LLC (ExGen: Baa2,
stable) under a contract that expires in August 2017. Elwood's
bonds mature in July 2026.

Elwood is 100% indirectly owned by J-POWER USA Generation, L.P.
(J-Power Gen), which is a 50/50 joint venture between John Hancock
Life Insurance Company and J-POWER USA Investment Co., Ltd.

The principal methodology used in this rating was Power Generation
Projects published in May 2017.


ENVIRO-SAFE: Hires Rafool Bourne as Counsel
-------------------------------------------
Enviro-Safe Refrigerants, Inc. seeks authorization from the U.S.
Bankruptcy Court for the Central District of Illinois to employ
Rafool, Bourne & Shelby PC as bankruptcy counsel.

The Debtor requires Rafool Bourne to:

   (a) give the Debtor legal advice with respect to its rights,
       powers and duties as Debtor In Possession in connection
       with the administration of its bankruptcy estate and the
       disposition of his property;

   (b) take action as may be necessary with respect to claims that

       may be asserted against the Debtor and property of its
       estate;

   (c) prepare applications, motions, complaints, orders and other

       legal documents as may be necessary in connection with the
       appropriate administration of this case;

   (d) represent Debtor with respect to inquiries and negotiations
   
       concerning creditors of its estate and property;

   (e) initiate, defend or otherwise participate on behalf of
       Debtor in all proceedings before this Court or any other
       court of competent jurisdiction; and

   (f) perform any and all other legal services on behalf of
       Debtor which may be required to aid in the proper
       administration of its bankruptcy estate.

Rafool Bourne's hourly rate is $300 per hour for attorney time.

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

Prior to the date of filing these proceedings, the Debtor provided
Rafool Bourne & Shelby with a $35,500 retainer. The balance of
$29,563 is being held in its trust account to secure the payment of
its fees for services rendered in these proceedings and additional
costs and expenses advanced for the Debtor, which amounts will be
applied for in this proceeding.

Summer A. Bourne of Rafool Bourne & Shelby 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 their estate.

Rafool Bourne can be reached at:

       Summer A. Bourne
       RAFOOL BOURNE & SHELBY PC
       411 Hamilton Blvd., Suite 1600
       Peoria, IL 61602
       Tel: (309) 673-5535
       Fax: (309) 673-5537

                 About Enviro-Safe Refrigerants

Headquartered in Pekin, Illinois, Enviro-Safe Refrigerants Inc. --
http://www.es-refrigerants.com/-- provides refrigerant and support
fluids.  The Debtor's products include air conditioning tools,
automotive fluids, green gas and industrial supplies.

Enviro-Safe Refrigerants filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Ill. Case No. 17-80827) on June 5, 2017, estimating
assets and liabilities at between $1 million and $10 million each.
The petition was signed by Julie C. Price, president.

Judge Thomas L. Perkins presides over the case.

Sumner Bourne, Esq., at Rafool, Bourne & Shelby, P.C., serves as
the Debtor's bankruptcy counsel.




ENVISION HEALTHCARE: S&P Affirms Then Withdraws 'BB-' CCR
---------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' corporate credit rating on
Envision Healthcare Holdings Inc.  The outlook remains positive.

At the same time, S&P assigned a 'BB-' corporate credit rating to
Envision Healthcare Corp. (the new parent company and entity that
issues the financials).  The outlook is positive.

S&P subsequently withdrew the rating on Envision Healthcare
Holdings Inc.

The recovery rating on Envision's senior secured debt remains '3',
indicating expectations for meaningful (50%-70%; rounded estimate:
55%) recovery in the event of default. S&P's '6' recovery rating on
the unsecured notes indicates negligible (0%-10%; rounded estimate:
0%) recovery in a default.

"The rating affirmation reflects our expectation that the
combination of incremental EBITDA from 2017 acquisitions and
expected debt repayment following the planned AMR sale will largely
offset the leverage increase resulting from the proposed
incremental $500 million term loan and the expected EBITDA loss
from the AMR divestiture," said S&P Global credit analyst Matthew
O'Neill.

This would lead to leverage of about 4.5x in 2017 and about 4x in
2018, which is consistent with the current rating and outlook.

The positive outlook reflects S&P's belief that that the company
could reduce leverage to about 4x by the end of 2018, at which
point S&P would consider credit quality to be consistent with 'BB'
rated peers.  However, it also reflects S&P's belief that Envision
will remain active in a consolidating industry and S&P's
expectation that deleveraging could be delayed if the company is
more aggressive with acquisitions than S&P currently anticipates.

S&P could revise the outlook to stable if integration becomes
difficult such that margins deteriorate by more than 200 basis
points in 2017 compared with S&P's base case.  Under this scenario,
S&P thinks leverage could remain at or above 4.5x and cash flow
would weaken.  S&P could also revise the outlook to stable if
Envision's financial policy proves to be more aggressive than S&P
projects.  This could occur if the scale or pace of acquisitions
increases to around $1.5 billion, which would lead to leverage of
about 4.5x, at which point S&P would view credit quality as
consistent with 'BB-' rated peers.

S&P could raise the ratings if it gains more certainty that the
company is committed to a disciplined financial policy despite
acquisition opportunities and maintains leverage around 4x or below
over the next year.  Achievement of this target could occur if it
meets S&P's base case, which includes organic growth of 12%, a
margin increase of 3%-4%, and acquisition spending of $900 million.


ENVISION HEALTHCARE: Term Loan Add-On Credit Neg., Moody's Says
---------------------------------------------------------------
Moody's Investors Service commented that Envision Healthcare's (B1
positive) $500 million incremental term loan add-on is modestly
credit negative because it will temporarily increase the company's
financial leverage. However, the incremental borrowings do not have
an impact on Envision's existing ratings, including the B1
Corporate Family Rating, or the positive outlook.


ESSAR STEEL: Ch 11 Plan OK'd; To Sell Minnesota Site to Chippewa
----------------------------------------------------------------
Jeff Montgomery, writing for Bankruptcy Law360, reports that the
U.S. Bankruptcy Court for the District of Delaware confirmed on
June 13, 2017, the more than $1 billion plan of Essar Steel
Minnesota LLC n/k/a Mesabi Metallics Company LLC.  According to
Law360, plans for the former Essar Steel site in northernmost
Minnesota call for its sale to Chippewa Capital Partners LLC this
summer under a complex business blueprint.

                    About Essar Steel Minnesota

Essar Steel Minnesota LLC, now known as Mesabi Metallics Company
LLC, and ESML Holdings Inc. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 16-11627 and 16-11626) on July
8, 2016.  The bankruptcy petition was signed by Madhu Vuppuluri,
president and chief executive officer.

ESML Holdings Inc. estimated assets at $1 billion to $10 billion
and debt at $500 million to $1 billion.  Essar Steel Minnesota LLC
estimated assets and debt at $1 billion to $10 billion.

The cases are assigned to Judge Brendan Linehan Shannon.

Craig H. Averich, Esq., at White & Case LLP and John L. Bird, Esq.,
and Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP, serve as
counsel to the Debtors.  Epic Bankruptcy Solutions, LLC, serves as
claims and noticing agent.

Andrew Vara, acting U.S. trustee for Region 3, on July 20, 2016,
appointed the official committee of unsecured creditors of ESML
Holdings, Inc., and its affiliates.  The Committee retained Andrew
K. Glenn, at Kasowitz Benson Torres & Friedman LLP, to act as
counsel.  Garvan F. McDaniel, at Hogan McDaniel, act as Delaware
counsel.  David MacGreevey, at Zolfo Cooper, LLC, is the
Committee's financial advisor.


GENON ENERGY: Case Summary & 50 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: GenOn Energy, Inc.
             a/k/a RRI Energy, Inc.
             804 Carnegie Center
             Princeton, NJ 08540

Business Description: GenOn Energy, Inc. and its affiliates are
                      wholesale power generation subsidiaries of
                      NRG Energy Inc., which is a competitive
                      power company that produces, sells and
                      delivers energy and energy services,
                      primarily in major competitive power markets
                      in the U.S. GenOn is an indirect wholly-
                      owned subsidiary of NRG.  GenOn was
                      incorporated as a Delaware corporation on
                      Aug. 9, 2000, under the name Reliant Energy
                      Unregco, Inc.  GenOn Americas Generation and
                      GenOn Mid-Atlantic are indirect wholly owned
                      subsidiaries of GenOn.  GenOn is the product
                      of two mergers since 2010.  First, on
                      Dec. 3, 2010, two wholesale power generation
                      companies -- RRI Energy, Inc. and Mirant
                      Corporation -- completed a merger with
                      Mirant becoming RRI's wholly-owned
                      subsidiary.  Following the merger, RRI took
                      its current name: GenOn.

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

Chapter 11 Petition Date: June 14, 2017

Sixty-two affiliated debtors that filed Chapter 11 bankruptcy
petitions:

    Debtor                                             Case No.
    ------                                             --------
    GenOn Energy, Inc. (Lead Case)                     17-33695
    RRI Energy Communications, Inc.                    17-33693
    GenOn Americas Procurement, Inc.                   17-33694
    GenOn Americas Generation, LLC                     17-33696
    GenOn Asset Management, LLC                        17-33697
    GenOn Capital Inc.                                 17-33698
    GenOn Energy Holdings, Inc.                        17-33699
    GenOn Energy Management, LLC                       17-33700
    GenOn Energy Services, LLC                         17-33701
    GenOn Fund 2001 LLC                                17-33702
    GenOn Mid-Atlantic Development, LLC                17-33703
    GenOn Power Operating Services MidWest, Inc.       17-33704
    GenOn Special Procurement, Inc.                    17-33705
    Hudson Valley Gas Corporation                      17-33706
    Mirant Asia-Pacific Ventures, LLC                  17-33707
    Mirant Intellectual Asset Management and Marketing 17-33708
    Mirant International Investments, Inc.             17-33709
    Mirant New York Services, LLC                      17-33710
    Mirant Power Purchase, LLC                         17-33711
    Mirant Wrightsville Investments, Inc.              17-33712
    Mirant Wrightsville Management, Inc.               17-33713
    MNA Finance Corp.                                  17-33714
    NRG Americas, Inc.                                 17-33715
    NRG Bowline LLC                                    17-33716
    NRG California North LLC                           17-33717
    NRG California South GP LLC                        17-33718
    NRG California South LP                            17-33719
    NRG Canal LLC                                      17-33720
    NRG Delta LLC                                      17-33721
    NRG Florida GP, LLC                                17-33722
    NRG Florida LP                                     17-33723
    NRG Lovett Development I LLC                       17-33724
    NRG Lovett LLC                                     17-33725
    NRG New York LLC                                   17-33726
    NRG North America LLC                              17-33727
    NRG Northeast Generation, Inc.                     17-33728
    NRG Potrero LLC                                    17-33729
    NRG Power Generation Assets LLC                    17-33730
    NRG Power Generation LLC                           17-33731
    NRG Power Midwest GP LLC                           17-33732
    NRG Power Midwest LP                               17-33733
    NRG Sabine (Delaware), Inc.                        17-33734
    NRG Sabine (Texas), Inc.                           17-33735
    NRG San Gabriel Power Generation LLC               17-33736
    NRG Tank Farm LLC                                  17-33737
    NRG Wholesale Generation GP LLC                    17-33738
    NRG Wholesale Generation LP                        17-33739   
    NRG Willow Pass LLC                                17-33740
    Orion Power New York GP, Inc.                      17-33741
    Orion Power New York LP, LLC                       17-33742
    Orion Power New York, L.P.                         17-33743
    RRI Energy Broadband, Inc.                         17-33744
    RRI Energy Channelview (Delaware) LLC              17-33745
    RRI Energy Channelview (Texas) LLC                 17-33746
    RRI Energy Channelview LP                          17-33747
    RRI Energy Services Channelview LLC                17-33748
    RRI Energy Services Desert Basin, LLC              17-33749
    RRI Energy Services, LLC                           17-33750
    RRI Energy Solutions East, LLC                     17-33751
    RRI Energy Trading Exchange, Inc.                  17-33752
    RRI Energy Ventures, Inc.                          17-33753
    NRG Northeast Holdings, Inc.                       17-33759

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

Judge: Hon. Martin Glenn

Debtors'
General
Counsel:         James H.M. Sprayregen, P.C.
                 David R. Seligman, P.C.
                 Steven N. Serajeddini, Esq.
                 Benjamin W. Winger, Esq.
                 Christopher M. Hayes, Esq.
                 KIRKLAND & ELLIS LLP
                 KIRKLAND & ELLIS INTERNATIONAL LLP
                 300 North LaSalle
                 Chicago, Illinois 60654
                 Tel: (312) 862-2000
                 Fax: (312) 862-2200
                 E-mail: james.sprayregen@kirkland.com
                        david.seligman@kirkland.com
                        steven.serajeddini@kirkland.com
                        benjamin.winger@kirkland.com
                        christopher.hayes@kirkland.com
  
                   - and -
  
                 AnnElyse Scarlett Gibbons, Esq.
                 KIRKLAND & ELLIS LLP
                 KIRKLAND & ELLIS INTERNATIONAL LLP
                 601 Lexington Avenue
                 New York, New York 10022
                 Tel: (212) 446-4800
                 Fax: (212) 446-4900
                 E-mail: annelyse.gibbons@kirkland.com

Debtors'
Local
Counsel:         Zack A. Clement, Esq.
                 ZACK A. CLEMENT PLLC
                 3753 Drummond Street
                 Houston, Texas 77025
                 Tel: (832) 274-7629
                 E-mail: zack.clement@icloud.com

Debtors'
Financial
Advisor &
Investment
Banker:          ROTHSCHILD INC.

Debtors'
Restructuring
Advisor:         McKINSEY RECOVERY & TRANSFORMATION SERVICES U.S.,
LLC

Debtors'
Notice,
Claims,
Balloting
Agent and
Administrative
Advisor:         EPIQ BANKRUPTCY SOLUTIONS, LLC
                 http://dm.epiq11.com/#/case/GEI/info

Debtors'
Tax
Advisor:         PRICEWATERHOUSECOOPERS, LLP

Debtors'
Special
Regulatory
Counsel:         KING & SPALDING

GenOn's Total Assets: $2.43 billion as of March 31, 2017

GenOn's Total Liabilities: $2.13 billion as of March 31, 2017

The petitions were signed by Gaetan C. Frotte, director.

Debtors' Consolidated List of 50 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
Wilmington Trust Co                 7.875% Senior     $691,000,000
As Indenture Trustee                 Notes Due
Rodney Square North                    2017
1100 North Market Street
Wilmington, DE 19890
Name: Corporate Capital Markets
Fax: 302-636-4145

Wilmington Trust Co                 9.500% Senior     $649,000,000
As Indenture Trustee                Notes Due 2018
Rodney Square North
1100 North Market Street
Wilmington DE 19890
Name: Corporate Capital Markets
Fax: 302-636-4145

Wilmington Trust Co                 9.875% Senior     $490,000,000
As Indenture Trustee                Notes Due 2020
Rodney Square North
1100 North Market Street
Wilmington DE 19890
Name: Corporate Capital Markets
Fax: 302-636-4145

Wilmington Savings                  8.500% Senior     $366,000,000
Fund Society, FSB                   Notes Due 2021
As Successor Indenture Trustee
500 Delaware Avenue
Wilmington DE 19801
Name: Patrick Healy
Fax: 302-421-9137
Email: phealy@wsfsbank.com

Wilmington Savings Fund             9.125% Senior     $329,000,000
                
Society, FSB                        Notes Due 2031
As Successor Indenture Trustee
500 Delaware Avenue
Wilmington DE 19801
Name: Patrick Healy
Fax: 302-421-9137
Email: Phealy@wsfsbank.com

Commonwealth of Pennsylvania        Tax Liability      $24,649,118
2103 Research Forest Drive
The Woodlands TX 77380
Name: General Counsel
Fax: 717-787-2500

Alstom Power Inc.                    Trade Debt         $1,098,939
200 Great Pond Drive
Windsor CT 06095
Name: General Counsel
Tel: 860-688-1911
Fax: 860-285-9611

American Integrated Services Inc.    Trade Debt         $1,057,558
1502 OPP Street
Wilmington CA 90744
Name: General Counsel
Tel: 310-522-1168
Fax: 310-522-0474
Email: mborrego@americanintegrated.com

Fresh Meadow Power LLC               Trade Debt           $935,036
6501 Fresh Meadow Lane
Fresh Meadows NY 11365-2011
Name: General Counsel
Tel: 718-961-6634
Fax: 718-358-9507

Union Pacific Railroad Company       Trade Debt           $525,156
1400 Douglas Street Stop 1720
Omaha NE 68179-1720
Name: General Counsel
Tel: 402-544-5000
Email: awschrod@up.com

Burnham Industrial Contractors Inc.  Trade Debt           $519,589
3229 Babcok Blvd.
Pittsburgh PA 15237-2825
Name: General Counsel
Tel: 412-366-6622
Fax: 412-366-7540
Email: Kathy@binsul.com

Brand Energy Services LLC            Trade Debt           $509,992
Brand Energy & Infrastructure
Holdings
3 Mark Rd
Kenilworth NJ 07033-1051
Name: General Counsel
Tel: 908-686-8099
Fax: 908-686-4776
Email: maxwell.boucher@beis.com

General Electric                     Trade Debt           $486,300
4200 Wildwood Parkway
Atlanta GA 30339-8402
Name: General Counsel
Tel: 800-443-3278
Fax: 678-844-6858

Ducera Partners LLC                  Trade Debt           $363,444
499 Park Ave 16th FL
New York NY 10022-1240
Name: Michael A. Kramer
Tel: 212-671-9700
Email: mkramer@ducerapartners.com

Thielsch Engineering Inc.           Trade Debt            $212,050
195 Frances Ave
Cranston RI 02910-2211
Name: General Counsel
Tel: 401-467-6454
Fax: 401-461-6006

Southern California Edison          Trade Debt            $205,140

DRA Taggart LLC                     Trade Debt            $197,132

Stevens Engineers &                 Trade Debt            $196,370
Constructors Inc.
Email: tdeluca@stevens.com

Hamon Research Cottrell Inc.        Trade Debt            $166,376
Email: anthony.colon@hammonusa.com

JS International Solutions Inc.     Trade Debt            $122,254

Sargent Electric Company            Trade Debt            $116,847

US Security Associates Inc.         Trade Debt            $103,996
Email: dcash@ussecurityassociates.com

Malark Logistics Inc.               Trade Debt            $103,721
Email: info@malark.com

PIC Group Inc.                      Trade Debt             $90,171
Email: ar@picworld.com

CB&I Environmental &                Trade Debt             $82,323
Infrastructure
Email: jennifer.raulf@cbi.com

Valmet Inc.                         Trade Debt             $77,762
Email: john.poliafico@valmet.com

Hydrochem LLC                       Trade Debt             $77,267
Email: info@hydrochem.com

MPW Industrial Water Services Inc.  Trade Debt             $72,808

Transglobal Energy Inc.             Trade Debt             $69,166

Irwin Industries Inc.               Trade Debt             $65,461
Email: accountsreceivable@
       irwinindustries.com

Dion & Sons Inc.                    Trade Debt             $61,216

ABB Inc.                            Trade Debt             $60,180
Email:us.sacacctrec@us.abb.com

Environex Inc.                      Trade Debt             $58,600

Petrochem Insulation Inc.           Trade Debt             $57,775
Email: brian.benson@petrocheminc.com

Haas Group International LLC        Trade Debt             $56,737

Schmidt Industries                  Trade Debt             $55,792

Perreca Electric Company Inc.       Trade Debt             $54,364

Contra Costa Health Services        Trade Debt             $54,331
  
Murray American River Towing Inc.   Trade Debt             $54,284

TP Automation LLC                   Trade Debt             $49,611
Email: beckyk@tpelectric.net

Florida Gas Transmission Company LL Trade Debt             $46,500

Environmental Systems Corporation   Trade Debt             $42,696

Control Associates Inc.             Trade Debt             $40,375
Email: stephan.dipilato@control-
associates.com

Joe Baumgardner Safety Consulting I Trade Debt             $37,156
Email: joe@joesafety.com

Total Western Inc.                  Trade Debt             $36,883

System One                          Trade Debt             $35,652

Gas Unlimited Inc.                  Trade Debt             $34,932
Email: beth.lynch@gasunlim.com

Graybar Electric Company Inc.       Trade Debt             $34,579
Email: belridge.narg@graybar.com

OCS Industries Inc.                 Trade Debt             $34,318

Arco Enterprises Inc.               Trade Debt             $33,493


GENON ENERGY: Plan Deal to Release NRG from Noteholder Litigation
-----------------------------------------------------------------
NRG Energy Inc. has agreed to provide subsidiary GenOn Energy Inc.,
$261.3 million cash for its Chapter 11 restructuring in exchange
for the releases of potential claims against NRG.

On Dec. 14, 2012, NRG (through a wholly-owned subsidiary) and GenOn
completed a merger with GenOn continuing as the surviving company.
All in, NRG paid approximately $5.989 billion (through $1.694
billion in cash, $1.060 billion in equity, and $3.235 billion in
assumed debt) to purchase GenOn.

Following NRG's acquisition of GenOn, on Dec. 20, 2012, GenOn
executed a services agreement (the "Shared Services Agreement")
with NRG to provide for the overall management of GenOn's fleet. As
a result, GenOn operated without an independent management team
until the time of my hiring.  Under the Shared Services Agreement,
NRG provides GenOn and its subsidiaries with eight categories of
services.  Those categories are: (i) executive and administrative,
(ii) accounting, (iii) tax, (iv) information systems, (v) treasury
and planning, (vi) operations and asset management, (vii) risk and
commercial operations, and (viii) legal.

In exchange for these shared services, GenOn paid NRG an annual
$192.6 million fee.  GenOn (and not its subsidiaries) pays NRG, and
subsequently GenOn has allocated the Shared Services Fee among its
direct and indirect subsidiaries based on their proportionate,
projected operations expenses.

In March 2016, an ad hoc group of holders of GenOn Unsecured Senior
Notes and GAG Unsecured Senior Notes began a conversation with the
Debtors regarding potential fraudulent transfer, fiduciary duty,
and other claims the Debtors may hold against NRG and current and
former GenOn directors and officers, among others.

The Debtors, with assistance from Kirkland & Ellis, Alix, and
McKinsey, began identifying and evaluating potential claims.  This
investigation will continue through the chapter 11 cases.  

From September 2016 through the present, the Debtors' advisors:

   * identified and analyzed potential claims, including around
     the Shared Services Agreement, certain sales of GenOn power
     plants to NRG's affiliate and third parties, and certain
     development projects with NRG;

   * conferred with the Noteholder Group's advisors about these
     potential claims;

   * requested from NRG, received, and reviewed thousands of
     documents; and

   * interviewed numerous NRG and GenOn representatives in
     addition to calls and meetings with NRG and GenOn
     representatives.

While the claims investigation was pending, from Dec. 9 to 12,
2016, NRG, GenOn, certain current and former GenOn directors and
officers, and the Noteholder Group executed a Tolling Agreement to
preserve potential claims from expiring.  

In addition, on December 13, 2016, the Noteholder Group filed a
lawsuit against NRG and GenOn in Delaware state court.  On April
30, 2017, the Noteholder Group filed an Amended Complaint adding as
defendants NRG Yield, Inc., a NRG subsidiary, and eight current and
former GenOn directors and officers.  The Amended Complaint did not
include GenOn's newly appointed independent directors.

In the Amended Complaint, the Noteholder Group alleged, among other
things, that:

     (i) NRG has been overcharging GenOn under the Shared
         Services Agreement since its execution;

    (ii) GenOn did not receive reasonably equivalent value from
         NRG Yield for GenOn's July 22, 2013 sale of the Marsh
         Landing generating station, a newly developed power
         Plant;

   (iii) the Individual Defendants breached their duties for
         allowing GenOn's purported overpayments under the Shared
         Services Agreement and for allowing NRG to pursue new
         business opportunities at GenOn's Canal and Mandalay
         power plant sites; and

    (iv) NRG aided and abetted these breaches.

No substantive developments have occurred in the Noteholder
Litigation.

The Restructuring Support Agreement signed by the Debtors, NRG, and
holders representing greater than 93% in aggregate principal amount
of GenOn's outstanding senior unsecured notes -- GenOn Notes -- and
certain holders representing greater than 93% in aggregate
principal amount of GAG's outstanding senior unsecured notes -- GAG
Notes -- implements a global settlement of potential claims and
causes of action against NRG.  The settlement provides substantial
cash and non-cash consideration, including:

       $261.3 million cash contribution,
        $13.2 million in pension contributions
        $27   million credit against amounts GenOn owes under the
              Shared Services Agreement,

              discounted services under the Shared Services
              Agreement, and

              certain tax-related concessions.

In exchange for a release from the claims in the Noteholder
Litigation and certain other consideration described in the
Restructuring Support Agreement, NRG agreed to make a $243 million
payment if the Restructuring Support Agreement was executed by
holders of greater than 50.1% of the aggregate principal amount of
the GenOn Unsecured Senior Notes and the GAG Unsecured Senior
Notes.  That amount increased to $261.3 million because more than
two-thirds of the aggregate principal amount of the GenOn Unsecured
Senior Notes and the GAG Unsecured Senior Notes executed the
Restructuring Support Agreement.

NRG also agreed to these terms:

     -- Shared Services Agreement.  Beginning on the Petition
        Date and until the Effective Date, NRG has agreed to
        continue providing services under the Shared Services
        Agreement and at a reduced fee. NRG will reduce the
        Shared Services Fee to an annual rate of $84 million --
        or a $108.6 million annualized reduction from the
        original $192.6 million annual fee. After the Effective
        Date, NRG has agreed to provide GenOn with a $27 million
        credit towards the Shared Services Fee, and to provide
        GenOn with free services for two months following the
        Effective Date and, at GenOn's option, up to two
        additional months at the annual rate of $84 million.

     -- Pensions.  NRG has agreed to indemnify GenOn for certain
        historic pension obligations relating to underfunded
        liability estimated at approximately $120 million,
        including satisfaction of approximately $13 million in
        annual contribution obligations for 2017.

     -- Tax Matters. NRG has agreed to delay claiming a worthless
        stock deduction over GenOn's stock until the year when
        GenOn emerges from bankruptcy, and there will be further
        discussions regarding the ultimate resolution of tax
        matters.  NRG also has agreed to certain tax-related
        indemnification and tax return preparation
        responsibilities.

                           *     *     *

GenOn Energy said in a regulatory filing with the Securities and
Exchange Commission that the bankruptcy filing constitutes an event
of default under these debt instruments:

     1) The Intercompany Secured Revolver;

     2) The indenture governing the GenOn 7.875% Senior Notes due
        2017 (as amended or supplemented from time to time);

     3) The indenture governing the GenOn 9.500% Notes due 2018
        (as amended or supplemented from time to time);

     4) The indenture governing the GenOn 9.875% Notes due 2020
        (as amended or supplemented from time to time);

     5) The indenture governing the GAG 8.50% Senior Notes due
        2021 (as amended or supplemented from time to time); and

     6) The indenture governing the GAG 9.125% Senior Notes due
        2031 (as amended or supplemented from time to time).

The Debt Documents set forth in 1-4 above provide that as a result
of the commencement of the Chapter 11 Cases the principal and
accrued interest due thereunder is immediately due and payable.

The Debt Documents set forth in 5-6 above provide that as a result
of the commencement of the Chapter 11 Cases the applicable
indenture trustee or certain holders of the notes may declare the
principal and accrued interest due thereunder to be immediately due
and payable.  

GenOn Energy says any efforts to enforce the payment obligations
under the Debt Documents are automatically stayed as a result of
the commencement of the Chapter 11 Cases and the holders' rights of
enforcement in respect of the Debt Documents are subject to the
applicable provisions of the Bankruptcy Code.

                        About GenOn Energy

GenOn Energy, Inc. is a wholesale power generation corporation with
15,394 megawatts in generating capacity, operating operate 32 power
plants in eight states.  GenOn is subsidiary of NRG Energy Inc.,
which is a competitive power company that produces, sells and
delivers energy and energy services, primarily in major competitive
power markets in the U.S.

On April 11, 2010 Mirant announced it was merging with RRI Energy,
a company formerly known as Reliant Energy. The merger, which was
completed on December 3, 2010, resulted in a company known as GenOn
Energy.  NRG Energy completed its acquisition of GenOn Energy in
December 2012 for $6 billion.

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

On June 14, 2017, GenOn Energy, Inc. ("GenOn"), GenOn Americas
Generation, LLC ("GAG") and 59 of their directly and
indirectly-owned subsidiaries commenced the Chapter 11 cases in
Houston, Texas (Bankr. S.D. Tex. Lead Case No. 17-33695) to
implement a restructuring plan negotiated with stakeholders
prepetition.

The Debtors' cases have been assigned to Judge David R. Jones.  

Kirkland & Ellis LLP is the Debtors' bankruptcy counsel.  Zack A.
Clement, PLLC, is the local counsel.  Epiq Systems, Inc., is the
claims and noticing agent.

Quinn Emanuel Urquhart & Sullivan, LLP, is counsel to the Ad Hoc
Steering Committee of GAG Notes.  The Ad Hoc Committee's steering
committee of GAG Noteholders is comprised of Benefit Street
Partners LLC, Brigade Capital Management, LP, Franklin Mutual
Advisers, LLC, and Solus Alternative Asset Management LP, each on
behalf of itself or certain affiliates, and/or accounts managed
and/or advised by it or its affiliates.

Keith H. Wofford, Esq., Stephen Moeller-Sally, Esq., and Marc B.
Roitman, Esq., at Ropes & Gray LLP is counsel Ad Hoc Committee of
GenOn Note and GAG Notes, i.e. the committee of certain Holders of
GenOn Notes and GAG Notes.  

Counsel for NRG Energy, Inc. are C. Luckey McDowell, Esq., and Ian
E. Roberts, Esq., at Baker Botts L.L.P.


GENON ENERGY: S&P Lowers ICR to 'D' on Distressed Exchange
----------------------------------------------------------
S&P Global Ratings said that it lowered its issuer credit rating on
GenOn Energy Inc. and its affiliates to 'D' from 'CC'.  S&P also
lowered its issue-level ratings on the company's senior secured
debt to 'D' from CCC, and S&P's issue-level ratings on the
company's senior unsecured debt to 'D' from 'CCC-' and to 'D' from
'CC'.  Recovery ratings on all issues are unchanged.

"The rating action stems from a recent announcement by GenOn Energy
that it had obtained sufficient consents on its GenOn Americas
Generation notes to pursue an exchange offering, which the company
estimates will have consideration at about 92% of face value plus
consent fee if applicable, with GenOn Energy Inc. noteholders
becoming the effective equity holders of the company," said S&P
Global Ratings credit analyst Michael Ferguson.  "In our opinion,
given the less-than-full compensation as well as the already weak
credit quality of GenOn, this constitutes a distressed exchange and
an event of default under our criteria."

GenOn's fortunes had declined in recent years as weak gas pricing
and low demand growth in key power markets contributed to
diminished cash flow, and, consequently, increased leverage.  S&P
had lowered the GenOn ratings to 'CC' several weeks ago when it
became apparent that a default event was inevitable.  S&P had
anticipated that a default event would occur in advance of the June
15, 2017, maturity.

S&P does not expect this to have any immediate credit repercussions
for NRG Energy Inc., the owner of GenOn.  S&P believes that the two
issuers are legally distinct, but S&P notes that NRG has agreed to
provide a letter of credit of up to $330 million (actual size will
vary based on amount of NRG-provided pre-petition letters of credit
outstanding).  NRG Energy will begin a transition of certain shared
services. Notably, GenOn Mid-Atlantic LLC and GenOn REMA LLC are
excluded from this filing.


GETHSEMANE OUTREACH: Hires Offit Kurman as Counsel
--------------------------------------------------
Gethsemane Outreach Ministries seeks authorization from the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to employ
Offit Kurman PA as counsel.

The Debtor requires Offit Kurman to:

   (a) provide the Debtor legal services with respect to its
       powers and duties as a Debtor-in-Possession;

   (b) prepare on behalf of the Debtor, or assist the Debtor in
       preparing all necessary pleadings, motions, applications,
       complaints, answers, responses, orders, monthly operating
       reports, and other legal papers necessary in conjunction
       with this bankruptcy proceeding;

   (c) represent the Debtor in any matter involving contests with
       secured or unsecured creditors, including the claims
       reconciliation process;

   (d) assist the Debtor in providing legal services required to
       prepare, negotiate, or implement a plan of reorganization;
       and

   (e) perform all other legal services for the Debtor which may
       be necessary herein, other than those requiring specialized

       expertise for which special counsel, if necessary, may be
       employed.

Offit Kurman will be paid at these hourly rates:
    
       Paul J. Winterhalter, Attorney      $375
       Rachael E. Covington, Paralegal     $125

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

Prior to the filing of the Chapter 11 case the Debtor arranged to
pay the Offit Kurman an initial retainer of $15,000 and $1,717 for
the Chapter 11 filing fee.

Paul J. Winterhalter, principal of Offit Kurman, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estate.

Offit Kurman can be reached at:

       Paul J. Winterhalter, Esq.
       OFFIT KURMAN PA
       Ten Penn Center
       1801 Market Street, Suite
       Philadelphia, PA 19103
       Tel: (267) 338-1370
       Fax: (267) 338-1335
       E-mail: pwinterhalter@offitkurman.com

             About Gethsemane Outreach Ministries

Gethsemane Outreach Ministries, based in Philadelphia, Pa., filed a
Chapter 11 petition (Bankr. E.D. Pa. Case No. 17-13900) on June 5,
2017.  The Hon. Magdeline D. Coleman presides over the case.  Paul
J. Winterhalter, Esq., at Offit Kurman, P.A., as bankruptcy
counsel.

In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities.  The petition was signed by Pastor
Lionel Parsons, bishop.



GILDED AGE: Wants to Use Webster's Cash Collateral for 30 Days
--------------------------------------------------------------
Gilded Age Properties, LLC, on June 5, 2017, filed a motion with
the U.S. Bankruptcy Court for the District of Rhode Island, seeking
permission to use the cash collateral of Webster Bank, N.A., for 30
days.

The Debtor filed with the Court a memorandum of law in support of
the Debtor's motion, saying that the Debtor defaulted on the
obligations to WB.  WB made demand upon Debtor and filed a Petition
for receivership.  The Debtor engaged in efforts to refinance and
to sell the Property, but was unable to do so prior to the
scheduled receivership filing and WB was unwilling to provide GAP
additional time to resolve the matter.

The Debtor hereby acknowledges and confirms that: (a) as of May 22,
2017, the outstanding balance due WB under the loans is $1,370,716.


The Debtor believes that: (1) its reorganization is in the best
interests of its unsecured creditors, WB, and the equity holders;
(2) that its pre-petition cash and receivables and its postpetition
generated receivables are its only means of financing a successful
reorganization; and, (3) that the secured claims of WB are being
adequately protected.  The use of cash collateral is in the best
interests of the Debtor and its creditors.

The cash currently held and yet to be generated by the operation of
the Debtor's commercial and residential real estate rental business
is the sole source of funding for the continued operation of the
Debtor's business leading to its plan of reorganization under
Chapter 11 of the Code.  Therefore, the use of cash collateral is
essential to the Debtor's operation and reorganization.  If the
Debtor is unable to use cash collateral it will be unable to pay
its only secured creditor, WB and its current operating expenses.
The preservation of the Debtor's business as a going concern is
beneficial to all constituents of the Debtor’s business,
including WB.  If immediately liquidated, it is anticipated the
obligations of WB would likely be paid in full, but the unsecured
creditors would receive nothing on account of their claims.  The
Debtor holds no unencumbered assets available to secure alternative
financing of its continued operation. Its pre-petition account
receivables and cash-on-hand are subject to the claims of WB
pursuant to the Loan Documents. Post-petition generated receivables
from postpetition rents are subject to WB’s security interest.

The Debtor is seeking the use of cash collateral for 45 days
conditioned upon the Debtor's payment of postpetition mortgage
payments, real estate taxes and municipal charges for the
Properties.  The Debtor has attached a proposed forty five 45 day
Order setting forth the terms and conditions by which the Court
will permit Debtor the use of WB’s cash collateral.

Copies of the Debtor's motion and memorandum are available at:

         http://bankrupt.com/misc/rib17-10738-25.pdf
         http://bankrupt.com/misc/rib17-10738-25-1.pdf

                    About Gilded Age Properties

Gilded Age Properties, LLC, owns and operates two properties: a
commercial rental property located at 117 Bellevue Avenue in
Newport, Rhode Island and a residential apartment building located
at 38-40 Freebody Street in Newport, Rhode Island.

Gilded Age Properties filed a Chapter 11 petition (Bankr. D.R.I.
Case No. 17-10738) on May 4, 2017.  The petition was signed by
Peter M. Iascone, member.  At the time of the filing, the Debtor
estimated assets and liabilities between $1 million and $10
million.  The case is assigned to Judge Diane Finkle.  The Debtor
is represented by Gregory P. Sorbello, Esq.


GOLDEN BEARS: Exclusive Plan Filing Period Extended Until July 15
-----------------------------------------------------------------
Judge Edward Ellington of the Southern District of Mississippi
extended the deadline in which only Golden Bears 88, LLC, d/b/a
Veranda Apartments may file a Plan and Disclosure Statement and
confirm the Plan, to and including July 15, 2017 and September 13,
2017, respectively.

The Troubled Company Reporter has previously reported that the
Debtor asked the Court to extend its exclusivity period because it
was unable to finalize its proposed Plan within the initial time
period provided by the U.S. Bankruptcy Code.  The Debtor told the
Court that it had recently filed a motion to sell substantially all
of its assets, free and clear of liens, claims and interests, with
liens attaching to proceeds of sale, outside the ordinary course of
business.

                     About Golden Bears 88

Golden Bears 88, LLC dba Veranda Apartments, filed a Chapter 11
bankruptcy petition (Bankr. S.D. Miss. Case No. 16-03788) on Nov.
18, 2016, disclosing both assets and liabilities estimated to be
between $500,000 to $1 million. The Petition was signed by Gary
Kenneth Lym, executor/manager of Golden Bear 88, LLC.

The Debtor is represented by J. Walter Newman, IV, Esq., at Newman
& Newman.


GOODING COUNTY SD: Moody's Hikes Rating on GO Bonds to Ba1
----------------------------------------------------------
Moody's Investors Service has upgraded to Ba1 from Ba2 the rating
for Gooding County School District #232 (Wendell), Idaho's general
obligation bonds. The outlook is stable.

The upgrade to Ba1 reflects continued improvement in the district's
financial position and a return to positive fund balances. The
rating also incorporates the district's small scale of operations
and limited tax base; an elevated debt burden; and manageable
pension and OPEB liabilities.

The assignment of a stable outlook reflects the district's
structurally balanced financial results in 2016 and expectation
that fiscal 2017 financial figures will show structural balance
based on the receipt of a sizeable two-year supplemental property
tax levy allows the district to address outstanding deferred
maintenance projects without adding debt or revert to deficit
spending.

Rating Outlook

The assignment of a stable outlook reflects the district's
structurally balanced financial results in 2016 and the expectation
that fiscal 2017 financial figures will show structural balance
based on the receipt of a sizeable two-year supplemental property
tax levy allows the district to address outstanding deferred
maintenance projects without adding debt or revert to deficit
spending.

Factors that Could Lead to an Upgrade

Substantial and sustained improvement in the district's financial
position, including reserve levels and liquidity

Massive growth in the district's tax base size and economic
diversity

Decline in the district's overall debt burden

Factors that Could Lead to a Downgrade

Return to structural imbalance in the district's finances leading
to a weakening of the district's financial position, including
reserve levels and liquidity

Decline in the district's tax base

Decline in the district's student enrollment

Legal Security

The bonds are secured by the district's full faith, credit and
unlimited property tax pledge, and also backed by the Idaho School
Bond Credit Enhancement Program, which maintains an Aaa rating.

Use of Proceeds. Not applicable.

Obligor Profile

Located in Gooding County, the district provides K-12 education to
residents of the City of Wendell and surrounding areas.

Methodology

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


GRANDPARENTS.COM INC: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 cases of Grandparents.com, Inc., and
Grand Cards LLC as of June 13, according to a court docket.

                 About Grandparents.com, Inc.

New York-based Grandparents.com, Inc., together with its
consolidated subsidiaries, is a family-oriented social media
company that through its Web site, http://www.grandparents.com/,  

serves the age 50+ demographic market.  The website offers
activities, discussion groups, expert advice and newsletters that
enrich the lives of grandparents by providing tools to foster
connections among grandparents, parents, and grandchildren.

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

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

The Debtors are represented by Steven R. Wirth, Esq., and Eyal
Berger, Esq., at Akerman LLP.  EisnerAmper LLP acts as accountants
and financial advisors.


GREAT FALLS DIOCESE: Sale of Guadalupe Church Property Okayed
-------------------------------------------------------------
Judge Jim D. Pappas of the U.S. Bankruptcy Court for the District
of Montana authorized the private sale by Roman Catholic Bishop of
Great Falls, Montana (Diocese of Great Falls - Billings) of real
property known as "Our Lady of Guadalupe Church" located in
Billings, Yellowstone County, Montana, to Larry P. Noonan for
$335,000.

After payment of costs of title insurance and closing costs, all
net sale proceeds will be paid to the Diocese and deposited in a
segregated interest bearing account, separate from all other DIP
accounts, and that said sale proceeds will not be withdrawn from
that account without further order of the Court.

Approval of the Order is not determinative of the interests of Mary
Queen of Peace Parish.  All of the estate's rights and remedies,
including actions under Bankruptcy Code Sections 554-550,
applicable to the real property sold pursuant to the Motion are
applicable to the net proceeds of the sale.

                 About The Roman Catholic Bishop
                        of Falls, Montana

The Roman Catholic Bishop of Falls, Montana, a Montana Religious
Corporate Sole, also known as the Diocese of Great Falls-Billings
--
http://www.dioceseofgfb.org/-- filed a Chapter 11 bankruptcy      
petition (Bankr. D. Mont. Case No. 17-60271) on March 31, 2017.
The petition was signed by Bishop Michael W. Warfel.

In its petition, the Debtor disclosed $20.75 million in total
assets and $14.78 million in total liabilities.  

The Hon. Benjamin P. Hursh presides over the case.  

Bruce Alan Anderson, Esq., at Elsaesser Jarzabek Anderson Elliott &
MacDonald, CHTD.; and Gregory J. Hatley, Esq., at Davis Hatley
Haffeman &
Tighe PC, serve as counsel to the Debtor.

Pachulski Stang Ziehl & Jones LLP is the counsel to the official
committee of unsecured creditors formed in the Debtor's case.


GREENVILLE DOUGH: Hires Mosel & Ginn as Accountant
--------------------------------------------------
Greenville Dough LLC, Melkinney LLC and Quality Franchise
Restaurant LLC seek authorization from the U.S. Bankruptcy Court
for the Northern District of Texas to employ Mosel & Ginn PLLC as
accountant, bookkeeper and tax service provider.

The Debtors requires Mosel & Ginn to:

   (a) analyze the Debtors' financial position, assets, and
       liabilities;

   (b) provide bookkeeping services as needed by the Debtors and
       prepare all necessary reports related thereto;

   (c) assist with the preparation of the monthly operating
       reports; and

   (d) assist in other accounting and financial matters as may be
       mutually agreed upon between Debtors and Mosel Ginn in
       connection with these chapter 11 bankruptcy cases.

Each of the Debtors will pay Mosel Ginn an initial fee of $1,000
for the preparation of the first monthly operating report.
Thereafter, it is anticipated there will be a recurring fee of $500
per month for the preparation of monthly operating reports.

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

Douglas Keith Mosel, partner of Mosel Ginn, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

Mosel Ginn can be reached at:

       Douglas Keith Mosel
       Mosel & Ginn PLLC
       1255 W 15th St Ste 135
       Plano, TX 75075
       Tel: (469) 429-4233
       Fax: (202) 775-4510

                      About Greenville Dough

Dallas, Texas-based Greenville Dough, LLC and its affiliates own
and operate Mellow Mushroom franchise restaurants.

On May 5, 2017, Chapter 11 petitions were filed by Greenville
Dough, LLC (Bankr. N.D. Tex. Case No. 17-31858) and affiliates
McKinney, Texas-based Melkinney, LLC (Case No. 17-31859) and
Frisco, Texas-based Quality Franchise Restaurants (Case No.
17-31860). The petitions were signed by Monte Jensen, managing
member of Greenville Dough.

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

Judge Barbara J. Houser presides over the cases.

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


GYMBOREE CORP: Has Interim Nod To Obtain DIP Financing
------------------------------------------------------
The Hon. Keith Phillips of the U.S. Bankruptcy Court for the
Eastern District of Virginia has granted The Gymboree Corporation,
et al., authorization, on an interim basis, to access $35 million
in new money and hundreds of millions of dollars in other converted
debtor-in-possession financing.  A hearing to consider final
approval of the Debtors' request to access the entire DIP financing
package of up to $273,450,000 is scheduled for July 11, 2017, at
1:00 p.m. (EST).

The Debtors filed a motion seeking permission from the Court to
obtain senior secured postpetition financing on a superpriority
basis consisting of a senior secured superpriority credit facility
in the aggregate principal amount of up to $273,450,000 and use
cash collateral.  The use of cash collateral alone would be
insufficient to meet the Debtors' postpetition liquidity needs.
The Debtors therefore request approval of the DIP Facilities, which
is supported by their prepetition lenders.

The DIP financing will include (a) an $88,000,000 sublimit for the
issuance of letters of credit and (b) a $30,000,000 sublimit for
swingline loans, consisting of (x) $219,000,000 in revolving
tranche A commitments; (y) $6,000,000 in revolving FILO
commitments; and (z) $48,450,000 in ABL term loan commitments,
pursuant to the terms and conditions of that certain Senior
Secured, Super-Priority Debtor-In-Possession Credit Agreement, by
and among the Company and the Loan Parties, as borrowers, Holdings,
as guarantor, Bank of America, N.A., as administrative agent and
collateral agent and Pathlight Capital LLC, as ABL term loan agent
for and on behalf of themselves and the other lenders party
thereto.

The Debtors also want to obtain senior secured postpetition
financing on a superpriority basis in the aggregate principal
amount of $105,000,000, consisting of (a) a $35,000,000 new money
multiple draw term loan facility and (b) $70,000,000 of term loans
resulting from the roll-up of amounts outstanding under the
Prepetition Term Loan Agreement, pursuant to the terms and
conditions of that certain Debtor-in-Possession Credit Agreement,
by and among the Company, as borrower, Holdings and the other Loan
Parties party thereto, as guarantors, and Credit Suisse AG, Cayman
Islands Branch as administrative agent for and on behalf of itself
and the other lenders party thereto.

The DIP ABL Credit Facility from Bank of America, N.A., as DIP ABL
Administrative Agent, Collateral Agent, L/C Issuer, and Swing Line
Lender, Pathlight Capital LLC, as DIP ABL Term Agent, and each
lender from time to time party thereto, will be guaranteed by
Giraffe Intermediate B, Inc.  It will mature in December 2017.  As
of the Closing Date, the commitments total $273,450,000.  The
Revolving Obligations will bear interest: (i) if a Prime Rate Loan,
at the Prime Rate plus the Applicable Margin for Revolving Credit
Loans; and (ii) if a LIBOR Loan, at the Adjusted LIBOR Rate plus
the Applicable Margin for Revolving Credit Loans.  The Term Loan
Obligations will bear interest: (i) ABL Term Loan Rate plus 11%; or
(ii) if the DIP ABL Term Agent cannot determine the ABL Term Loan
Rate, then the Prime Rate plus 10%.  During any Event of Default,
the Administrative Agent may elect to apply Default Rate interest.


The DIP Term Loan Facility from Credit Suisse AG, Cayman Islands
Branch, as Administrative Agent and Collateral Agent, and each
lender from time to time party thereto, will be guaranteed by
Giraffe Intermediate B, Inc., and each wholly-owned domestic
subsidiary of the Borrower.  It will mature on Dec. 11, 2017.  It
has Initial New Money Commitment of $35,000,000 and Roll-Up Loans
of $70,000,000.  The Obligations consisting of Loans will bear
interest: (i) if an ABR Borrowing, at the Alternate Base Rate plus
the Applicable Margin and (ii) if a Eurodollar Borrowing, at the
Adjusted LIBO Rate for the Interest Period in effect for the
borrowing plus the Applicable Margin.  During the continuance of an
event of default, the Borrower will pay interest on all amounts
owed under the DIP Term Loan Agreement at a fluctuating interest
rate per annum at all times, after as well as before judgment,
equal to (a) in the case of principal, at the rate otherwise
applicable to such Loan pursuant to Section 2.06 of the DIP Term
Loan Agreement plus 2.00% per annum and (b) in all other cases, at
a rate per annum (computed on the basis of the actual number of
days elapsed over a year of 360 days at all times) equal to the
rate that would be applicable to an ABR Loan plus 2.00% per annum,
and the interest will be payable on demand.

Prepetition ABL Lenders under the Prepetition ABL Credit Agreement
and the Prepetition Term Loan Lenders under the Prepetition Term
Loan Credit Agreement have interests in the cash collateral.

As adequate protection of the interests of the Prepetition ABL
Parties in the Prepetition Collateral against any diminution in
value of the interests in the Prepetition Collateral, the Debtors
grant to the Prepetition ABL Administrative Agent, for the benefit
of itself and the Prepetition ABL Parties, continuing, valid,
binding, enforceable, and perfected postpetition security interests
in and liens on the DIP Collateral.  Subject and subordinate to the
carve out, as further adequate protection of the interests of the
Prepetition ABL Parties in the Prepetition
Collateral against any diminution in value of the interests in the
Prepetition Collateral, the Prepetition ABL Administrative Agent,
on behalf of itself and the Prepetition ABL Parties, is granted as
and to the extent provided by Section 507(b) of the Bankruptcy Code
an allowed superpriority administrative expense claim in each of
the cases and any successor cases.  The Debtors are authorized and
directed to provide adequate protection to the Prepetition ABL
Parties in the form of payment in cash of (i) solely to the extent
that any Prepetition ABL Obligations remain outstanding after entry
of the Interim Order, interest and principal due under the
Prepetition ABL Documents, (ii) immediately upon entry of the
interim court order, payment of the reasonable and documented fees,
out-of-pocket expenses, and disbursements incurred by the
Prepetition ABL Agents arising prior to the Petition Date, and
(iii) the reasonable and documented fees, out-of-pocket expenses,
and disbursements incurred by the Prepetition ABL Agents arising
subsequent to the Petition Date; provided, however, that during the
continuance of an Event of Default, any payments to the Prepetition
ABL Agents will be made solely from DIP ABL Priority Collateral.

As adequate protection of the interests of the Prepetition Term
Loan Parties in the Prepetition Collateral against any diminution
in value of interests in the Prepetition Collateral, the Debtors
grant to the Prepetition Term Loan Agent, for the benefit of itself
and the Prepetition Term Loan Parties, continuing, valid, binding,
enforceable, and perfected postpetition security interests in and
liens on the DIP Collateral.  As further adequate protection of the
interests of the Prepetition Term Loan Parties in the Prepetition
Collateral against any diminution in value of the interests in the
Prepetition Collateral, the Prepetition Term Loan Agent, on behalf
of itself and the Prepetition Term Loan Parties, is granted as and
to the extent provided by Section 507(b) of the Bankruptcy Code an
allowed superpriority administrative expense claim in each of the
cases and any successor cases.  The Debtors are authorized and
directed to provide adequate protection to the Prepetition Term
Loan Parties in the form of payment in cash, without the need for
the filing of formal fee applications: (i) immediately upon entry
of the interim court order, the reasonable and documented fees,
out-of-pocket expenses, and disbursements incurred by the
Prepetition Term Loan Parties arising prior to the Petition Date;
and (ii) the reasonable and documented fees, out-of-pocket
expenses, and disbursements incurred by the Prepetition Term Loan
Parties arising subsequent to the Petition Date; provided, however,
that during the continuance of an Event of Default, any payments to
the Prepetition Term Loan Parties will be made solely from the DIP
Term Priority Collateral.

A copy of the DIP Financing Motion is available at:

           http://bankrupt.com/misc/vaeb17-32986-31.pdf

                     About The Gymboree Corp.

The Gymboree Corporation is a children apparel retailer in North
America, with 1,291 retail stores as of Jan. 28, 2017 operating
under three brands: Gymboree; Janie & Jack (a higher-end offering
launched in 2002); and Crazy 8 (a value-oriented line launched in
2007).  The Company operates online stores at
http://www.gymboree.com/, http://www.janieandjack.com/and   
http://www.crazy8.com/  

In October 2010, Gymboree was acquired by Bain Capital Private
Equity, LP and certain of its affiliated investment funds or
investment vehicles managed or advised by it -- Sponsor -- for
approximately $1.8 billion.

The Gymboree Corp. and seven affiliates each filed a Chapter 11
voluntary petition (Bankr. E.D. Va. Lead Case No. 17-32986) on June
11, 2017.  James A. Mesterharm, chief restructuring officer, signed
the petitions.  The cases are pending before the Honorable Keith L.
Phillips.

Gymboree had $755.5 million in assets and $1.36 billion in total
liabilities as of March 14, 2017.

Kirkland & Ellis LLP, is the Debtors' bankruptcy counsel.  Kutak
Rock LLP is the Debtors' local bankruptcy counsel.  Munger, Tolles
& Olson LLP is the Debtors' special counsel.  Lazard Freres & Co.
LLC is the investment banker.  AlixPartners, LLP is the
restructuring advisor.  Prime Clerk LLC is the claims agent.

Counsel to the Term Loan Agent and the DIP Term Loan Agent are
Milbank, Tweed, Hadley & McCloy LLP; and McGuireWoods LLP.
Rothschild & Co. also serves as advisor to the Term Loan Agent.

Bain Capital Partners is represented by Weil Gotshal & Manges LLP.

Counsel to the DIP ABL Administrative Agent are Morgan, Lewis &
Bockius LLP; and Hunton & Williams LLP.

Counsel to the DIP ABL Term Agent are Choate, Hall & Stewart LLP;
and Whiteford Taylor Preston, LLP.

The indenture trustee for the Debtors' senior unsecured notes is
Deutsche Bank Trust Company Americas.

Counsel to the ad hoc group of senior unsecured noteholders is Akin
Gump Strauss Hauer & Feld LLP.

                           *     *     *

The Gymboree Corporation is set to file a Chapter 11 plan of
reorganization that it negotiated with controlling owner Bain
Capital Private Equity, LP, and a majority of its term loan
lenders, prior to the bankruptcy filing.

The Plan will reduce debt by more than $900 million.  Secured term
loan lenders owed $788.8 million will exchange their debt for most
of the new common shares of reorganized Gymboree.

Under the Plan, holders of general unsecured claims will not be
entitled to any recovery or distribution under the Plan.  Holders
of existing common stock also won't receive anything.


HAIN CELESTIAL: Has Waiver From Lenders Until June 22
-----------------------------------------------------
The Hain Celestial Group, Inc., an organic and natural products
company with operations in North America, Europe and India
providing consumers with A Healthier Way of Life(TM), on June 15,
2017, disclosed that it has received a waiver and extension of
certain obligations under its unsecured credit facility from its
lenders until June 22, 2017.  This relates to the delivery of
certain financial information under the credit facility, including
the Company's audited financial statements for its fiscal year 2016
and financial statements for the first, second and third quarters
of fiscal year 2017.  The extension will enable the Company to be
compliant with its credit facility reporting obligations while it
works to complete the filing of its Annual Report on Form 10-K for
its fiscal year ended June 30, 2016, its Quarterly Report on Form
10-Q for the quarter ended September 30, 2016, its Quarterly Report
on Form 10-Q for the quarter ended December 31, 2016 and its
Quarterly Report on Form 10-Q for the quarter ended March 31, 2017
(collectively, the "Outstanding Reports").  This waiver and
extension of the credit facility supports the extension granted by
the Nasdaq Hearings Panel to the Company to file its periodic
reports with the Securities and Exchange Commission and regain
Nasdaq listing compliance by June 30, 2017.  Pursuant to the
Company's press release issued on June 14, 2017, the Company will
conduct a conference call to discuss its financial results on
Thursday, June 22, 2017 at 8 AM Eastern Time.  It also expects to
file its Annual Report on Form 10-K for the year ended June 30,
2016, as well as its Quarterly Reports on Form 10-Q for the first
three quarters of fiscal 2017 on that day.

                  About The Hain Celestial Group

Headquartered in Lake Success, NY, The Hain Celestial Group
(Nasdaq: HAIN) -- http://www.hain.com/-- is an organic and natural
products company with operations in North America, Europe and
India.  Hain Celestial participates in many natural categories with
well-known brands that include Celestial Seasonings(R), Earth's
Best(R), Ella's Kitchen(R), Terra(R), Garden of Eatin'(R), Sensible
Portions(R), Health Valley(R), Arrowhead Mills(R), MaraNatha(R),
SunSpire(R), DeBoles(R), Casbah(R), Rudi's Organic Bakery(R), Hain
Pure Foods(R), Spectrum(R), Spectrum Essentials(R), Imagine(R),
Almond Dream(R), Rice Dream(R), Soy Dream(R), WestSoy(R), The Greek
Gods(R), BluePrint(R), FreeBird(R), Plainville Farms(R), Empire(R),
Kosher Valley(R), Yves Veggie Cuisine(R), Europe's Best(R), Cully &
Sully(R), New Covent Garden Soup Co.(R), Johnson's Juice Co.(R),
Farmhouse Fare(R), Hartley's(R), Sun-Pat(R), Gale's(R),
Robertson's(R), Frank Cooper's(R), Linda McCartney(R), Lima(R),
Danival(R), Happy(R), Joya(R), Natumi(R), GG UniqueFiber(R),
Tilda(R), JASON(R), Avalon Organics(R), Alba Botanica(R), Live
Clean(R) and Queen Helene(R).  Hain Celestial has been providing A
Healthier Way of Life(TM) since 1993.


HALO HOME HEALTH: Taps Marcos Oliva as Legal Counsel
----------------------------------------------------
Halo Home Health, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of Texas to hire legal counsel in
connection with its Chapter 11 case.

The Debtor proposes to hire Marcos D Oliva, P.C. to, among other
things, give legal advice regarding its duties under the Bankruptcy
Code, represent it in financing deals and asset sales, and assist
in the preparation of a plan of reorganization.

The firm will charge $250 per hour for the services of its
attorneys and $100 per hour for legal assistants.

Marcos Oliva, Esq., principal and sole shareholder, disclosed in a
court filing that his firm is "disinterested" within the meaning of
the Bankruptcy Code.

The firm can be reached through:

     Marcos D. Oliva, Esq.
     Leigh Ann Tognetti, Esq.
     Jana Smith Whitworth, Esq.
     Marcos D Oliva, P.C.
     223 W. Nolana Boulevard
     McAllen, TX 78504
     Phone: (956) 6837800
     Fax: (866) 8684224
     Email: marcos@olivalawfirm.com
     Email: leighann@olivalawfirm.com
     Email: jana@olivalawfirm.com

                   About Halo Home Health LLC

Halo Home Health, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Texas Case No. 17-10200) on June 1,
2017.  Judge Eduardo V. Rodriguez presides over the case.

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

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


HEALTHIER CHOICES: Presented at 7th Annual LD Micro Conference
--------------------------------------------------------------
Healthier Choices Management Corp. presented at the 7th annual LD
Micro Invitational on June 7, 2017.  Jeffrey Holman, the Company's
CEO, gave the presentation and met with investors.

Healthier Choices Management Corp. currently operates 13 retail
vape stores in the Southeast region of the United States.  The
company offers e-liquids, vaporizers and related products through
our retail vape stores.  The company, through its wholly owned
subsidiary Healthy Choice Markets, Inc., also operates Ada's
Natural Market, a natural and organic grocery store.  The Fort
Myers, Florida store offers fresh produce, bulk foods, vitamins and
supplements, packaged groceries, meat and seafood, deli, baked
goods, dairy products, frozen foods, health & beauty products and
natural household items.  The core mission of the store is to
specialize in facilitating a healthy and positive lifestyle.
Healthy Choice Markets recently opened its first Greenleaf Grill in
the Golisano Children's Hospital, also located in Fort Myers,
Florida, offering healthier eating choices to patients, their
families, staff and the surrounding medical campus.

"This year, not only do we have a record number of companies making
their LD Micro debuts, but a record number of companies presenting
for the first time in their company's history," stated Chris
Lahiji, president of LD Micro.  "LD has established itself as the
one venue that brings the most influential players from all
segments of the market under one roof."

The Investor Presentation Dated June 2017 is available at:

                    https://is.gd/qyCw28

                      About LD Micro

LD Micro was founded in 2006 with the sole purpose of being an
independent resource in the microcap space.  What started out as a
newsletter highlighting unique companies has transformed into an
event platform hosting several influential conferences annually
(Invitational, Summit, and Main Event).  In 2015, LDM launched the
first pure microcap index (the LDMi) to exclusively provide
intraday information on the entire sector.  LD will continue to
provide valuable tools for the benefit of everyone in the small and
microcap universe.

            About Healthier Choices Management Corp.

Healthier Choices Management Corp. (f/k/a Vapor Corp.) --
www.vapor-corp.com. -- is a holding company focused on providing
consumers with healthier daily choices with respect to nutrition
and other lifestyle alternatives.  One segment of our business is a
U.S.-based retailer of vaporizers and e-liquids.  The other segment
is our natural and organic grocery operations in Ft. Myers,
Florida.  Healthier Choices Management Corp. sells direct to
consumer via company-owned brick-and-mortar retail locations
operating under "The Vape Store", "Ada's Natural and Organic" and
the "Greenleaf Grill" brands.

See Healthier Choices Management Corp. (www.healthiercmc.com).  The
Company's investor presentation at this year's LD Micro
Invitational can found at http://www.healthiercmc.com.

Healthier Choices reported net income of $10.68 million for the
year ended Dec. 31, 2016, compared to a net income of $1.80 million
for the year ended Dec. 31, 2015.  As of March 31, 2017, Healthier
Choices had $13.92 million in total assets, $11.78 million in total
liabilities, all current, and $2.14 million in total stockholders'
equity.

The Company had a large number of warrants outstanding with
features that made the warrants more debt-like and possibly result
in cash outflows.  Additionally, for the three months ended
March 31, 2017, the Company reported a net loss of $1,765,866 and
had a working capital deficit of $728,810.  These factors raised
substantial doubt about our ability to continue as a going
concern.

During 2016 and early 2017, we took steps to mitigate these factors
by:

   * increasing the number of authorized shares to 750,000,000,000
     shares so that there would be sufficient shares available for
     issuance should all the warrant holders exercise; and

   * entering into a Fifth Amended and Restated Series A Warrant
     Standstill Agreement with warrant holders working to
     effectively eliminate the possibility that warrant holders
     will exercise for anything other than shares.

"The above steps substantially lowered our potential cash exposure.
As a result, as of the date of the issuance of these financial
statements, we believe our plans have alleviated substantial doubt
about our ability to sustain operations for the foreseeable future
through a year and a day from the issuance of these unaudited
consolidated financial statements," according to the Company's
quarterly report for the period ended March 31, 2017.


HENRY DANPOUR: Has $900K Deal for Single Family Residence
---------------------------------------------------------
Henry Danpour asks the U.S. Bankruptcy Court for the Central
District of California to authorize the sale of his right, title
and interest in residential real property located at 1546 Grandview
Avenue, Glendale, California, to Danny Boniadyan for $900,000,
subject to overbid procedures.

The Property, a single family residence, is the sole and separate
property of the Debtor.  The Property is estimated to be worth
$900,000 in the Debtor's schedules.

The liens and encumbrances against the Property as detailed in the
Updated Preliminary Title Report dated as of May 19, 2017 are:

   a. JPMorgan Chase Bank, National Association: First Deed of
Trust Recorded Aug. 2, 2001, in the Official Records of Los Angeles
County, Instrument No. 01-1385650 in the amount of $219,842, as of
June 1, 2017.  This lien will be paid in full through escrow on the
sale transaction closing date.

   b. Pacific Western National Bank: Second Deed of Trust Recorded
Sept. 1, 2010, in the Official Records of Los Angeles County,
Instrument No. 20101226935 in the amount of $151,067 (Claim No. 29
in claims register).  This lien will be paid in full through escrow
on the sale transaction closing date.

   c. The Buyer: Third Deed of Trust Recorded Dec. 24, 2012, in the
Official Records of Los Angeles County, Instrument No. 20121994613
in the amount of $250,000.  The Property will be sold free and
clear of this lien.  If Boniadyan is the successful purchaser of
the Property, Boniadyan's lien on the proceeds of Sale will be
avoided and preserved for the benefit of the Estate.  If Boniadyan
is not the successful purchaser of the Property, his lien will
attach to the proceeds of the Sale, except that he has agreed to
subordinate the portion of his claim to taxes that will result from
the Sale, so that such taxes may be paid from escrow.

   d. Dayco: Writ of Execution recorded Feb. 4, 2013, in the
Official Records of Los Angeles County, Instrument No. 20130178958,
converted to judgment lien following entry of judgment in the
amount of $3,089,158, less amounts received pursuant to collection
actions against non-debtor parties, which as of this date is at
least $17,976.  Dayco will receive from escrow all proceeds from
the Sale not otherwise paid out of escrow as a cost of sale, or to
any senior priority lienholder.

   e. Molayern Family Trust: Deed of Trust recorded April 12, 2013,
in the Official Records of Los Angeles County, Instrument No.
20130546466 in the amount of $0 (while face amount of lien is
$100,000, underlying obligation has been satisfied).  The Property
will be sold free and clear of this lien as the underlying claim
secured by this deed of trust has been paid in full.

Danny Boniadyan, the Third Deed of Trust against the Property, has
offered to purchase the Property for $900,000, $27,000 of which has
already been deposited with the escrow company Glen Oaks Escrow, or
will be deposited prior to the hearing on the Motion, with the
balance to be paid prior to the close of escrow.  The Property is
being sold on an "as is, where is" basis, with no warranties,
recourse, contingencies, or representations of any kind; and free
and clear of all liens, claims, and interests.  The Buyer has
waived all contingencies regarding the purchase of the Property.
The Sale is subject to overbid at the hearing on the Motion.

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

     http://bankrupt.com/misc/Henry_Danpour_126_Sales.pdf

The Debtor did not market the Property, but did obtain what he
believes to be a market offer for the Property from Danny
Boniadyan, who has agreed to act as a stalking horse bidder for the
Property.  

The Overbid Procedures are reasonably calculated to encourage an
interested Overbidder to submit an overbid for the Property, and
are designed to maximize the purchase price that should be realized
from the Sale.

The Overbid Procedures require any party wishing to bid on the
Property to advise the Debtor's bankruptcy counsel of their intent
to bid on the Property and the amount of their overbid (which must
be at least $25,000 more than the current Purchase Price) by no
later than 24 hours prior to the hearing on the Motion.  Any
Overbidder must provide the Debtor's bankruptcy counsel with a
deposit in the form of a cashier's check, payable to "Henry
Danpour, Chapter 11 Debtor" in the amount of $27,000.  The initial
overbid must be in the amount of $925,000 (presuming no broker's
commissions), and any subsequent overbids will be in increments of
no less than $5,000.

The Property is occupied by one tenant under a single residential
Lease.  The Debtor will assume the Lease and assign it to a buyer
should a successful overbid be received as part of the auction
process.  There are no defaults under the Lease.  Accordingly, the
Debtor asks the Court to approve the assumption and assignment of
the Lease.

The Debtor proposes to pay the following costs of sale upon the
close of escrow: (i) selling costs (estimated): $10,000; (ii)
payment to JPMorgan: $219,842; (iii) payment to Pacific Western:
$151,067; (iv) taxes arising from sale (estimate): $200,000; and
(v) payment to the Buyer or retained by Estate: $50,000.

The Debtor's decision to sell the Property is supported by sound
business judgment.  The Sale will, in addition to paying down
secured claims, partially pay down the claim of Dayco.  While the
Buyer is currently leasing the Property from the Debtor, the
Buyer's offer to acquire the Property is in an amount the Debtor
believes is the approximate market value of the Property.
Accordingly, the Debtor asks the Court to approve the relief
sought.

The Debtor asks the Court to waive the 14-day stay prescribed by
Rule 6004(h) of the Federal Rules of Bankruptcy Procedure.

Henry Danpour sought Chapter 11 protection (Bankr. C.D. Cal. Case
No. 16-24956) on Nov. 11, 2016.  

Counsel for the Debtor:

          Alan G. Tippie, Esq.
          Steven F. Werth, Esq.
          SULMEYERKUPETZ
          333 South Hope Street, 35th Floor
          Los Angeles, CA 90071-1406
          Telephone: (213) 626-2311
          Facsimile: (213) 629-4520
          E-mail: atippie@sulmeyerlaw.com
                  swerth@sulmeyerlaw.com


HOLLYWOOD ONE: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Hollywood One LLC as of June
13, according to a court docket.

                    About Hollywood One LLC

Hollywood One LLC filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 17-13739) on March 28, 2017.  Suzy Tate, Esq.,
at Suzy Tate, PA, serves as bankruptcy counsel.

The Debtor's assets and liabilities are both below $1 million.


HOYA MIDCO: Moody's Assigns B3 CFR; Outlook Stable
--------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) and B3-PD Probability of Default Rating to Hoya Midco, LLC.
Concurrently, Moody's assigned a B2 rating to the proposed $50
million senior secured first lien revolver and a B2 rating to the
proposed $525 million senior secured first lien term loan. The
rating outlook is stable.

The new loans are being issued as part of a transaction whereby
affiliates of GTCR, LLC and co-investors are purchasing a majority
stake in Vivid Seats. In addition to the first lien credit
facilities, Hoya Midco, LLC is raising a $185 million senior
secured second lien term loan due 2025 (unrated). Hoya Midco, LLC,
the borrower, is the parent company of Vivid Seats LLC. For
purposes of the credit discussion, Moody's will refer to Hoya
Midco, LLC and Vivid Seats LLC as "Vivid Seats". The transaction is
expected to close by July 2017.

Moody's assigned the following ratings to Hoya Midco, LLC:

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

$50 million senior secured first lien revolver due 2022 at B2
(LGD3)

$525 million senior secured first lien term loan due 2024 at B2
(LGD3)

Outlook at stable

The following ratings remain unchanged and will be withdrawn upon
the closing of the transaction and the repayment in full of the
existing bank credit facilities:

Issuer: Vivid Seats LLC

Corporate Family Rating of B3

Probability of Default Rating of B3-PD

Senior secured first lien bank credit facilities of B2 (LGD3)

Senior secured second lien bank credit facility of Caa2 (LGD5)

Outlook of stable

RATINGS RATIONALE

Vivid Seats' B3 CFR reflects the company's high leverage, small
scale and concentrated business profile relative to larger ticket
sellers with greater financial resources but also its established
and scalable position in a marketplace that has tended to support
solid profitability. Pro forma for the transaction, Moody's
adjusted Debt-to-EBITDA as of March 31, 2017, measures in the high
6 times area. This high level of leverage is supported by
double-digit EBITA margins and good cash flow and liquidity. The
vast number of events and highly fragmented market of secondary
ticket sales enables network effects for large communities of
buyers and sellers such as the one Vivid Seats maintains. Vivid
Seats' conversion rates when combined with a growing audience has
driven rapid growth in profits. Supporting this growth are steps
taken by the company to further engage with the community of buyers
and sellers including marketing initiatives, service extensions,
and affiliate programs. Vivid Seats operates in an evolving market
for ticket sales in which primary ticket issuers may seek to
capture a higher portion of the final ticket price and the company
has engaged this market via partnerships. The ticket sale industry
faces regulatory scrutiny and the potential for legislation that
could adversely impact the company's business model or that of
professional sellers that supply the vast majority of tickets sold
on the site. Over the next 12 to 18 months, Moody's anticipates
that revenue will grow in the double-digits and that Debt-to-EBITDA
will decline to under 6 times as the company continues to execute
its strategies in a growing marketplace.

Moody's anticipates that Vivid Seats will maintain good liquidity
over the next 12 to 18 months supported by positive free cash flow
and revolver availability. Free cash flow benefits from minimal
capital expenditures and positive working capital dynamics
supportive of continued growth. Vivid Seats will have roughly $10
million of cash upon completion of the financing and Moody's
projects free cash flow of approximately $70 million over the next
12 months. At the close of the transaction, Moody's anticipates
that the company will also have access to an undrawn $50 million
revolver due 2022. The first lien term loan will have nominal
amortization of 1% per year, or about $5 million. The term loans
are not anticipated to have financial covenants while the revolver
will have a springing maximum first lien net leverage ratio that is
tested when more than 35% of the facility is used. Moody's does not
anticipate the covenant will spring within the next 12 months and
expects good EBITDA cushion within the covenant level.

Vivid Seats' $50 million senior secured revolving credit facility
due 2022 and $525 senior secured first lien term loan due 2024 are
each rated B2, one notch above the CFR, reflecting their priority
lien on the collateral relative to the $185 million senior secured
second lien term loan due 2025 (unrated).

The stable ratings outlook reflects Moody's expectation for
continued revenue growth and operating performance that support
good free cash flow and de-leveraging ability. Factors that could
support an upgrade include growth in market share and
profitability, diminished regulatory and legal risks that could
alter industry and consumer practices, and financial policies that
are supportive of Debt-to-EBITDA under 5 times while sustaining
good liquidity. Factors that could lead to a downgrade include the
expectation for Debt-to-EBITDA to remain above 6.5 times, debt
financed shareholder distributions or acquisitions, deterioration
in liquidity, or regulatory or other actions that adversely impact
volume and profitability of the secondary ticketing market or Vivid
Seats' market share.

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

Vivid Seats, headquartered in Chicago, is an online marketplace
serving the secondary ticketing industry. Following the close of
the transaction, the company will be majority-owned by affiliates
of GTCR, LLC and co-investors with ownership stakes also held by
affiliates of Vista Equity Partners Management LLC and the
management team.


HUDSON'S BAY CO: Moody's Lowers CFR to B2; Outlook Negative
-----------------------------------------------------------
Moody's Investors Service downgraded all ratings of Hudson's Bay
Company (HBC) including the Corporate Family Rating to B2 from B1,
the Probability of Default Rating to B2-PD from B1-PD and the
Senior Secured Credit Facility to B2 from B1. The ratings outlook
is negative. Hudson's Bay Speculative Grade Liquidity rating was
also affirmed at SGL-2.

Downgrades:

Issuer: Hudson's Bay Company

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

-- Corporate Family Rating, Downgraded to B2 from B1

-- Senior Secured Bank Credit Facility, Downgraded to B2(LGD4)
    from B1(LGD3)

Outlook Actions:

Issuer: Hudson's Bay Company

-- Outlook, Changed To Negative From Stable

Affirmations:

Issuer: Hudson's Bay Company

--  Speculative Grade Liquidity Rating, Affirmed SGL-2

The downgrade reflects Moody's view that the continued secular
shift in the US of apparel demand to alternative channels such as
off-price and e-commerce is increasing the risk profile of the
department store space. Changing US consumer spending patterns is
forcing operators to become more efficient and build the
technological capabilities required to meet these demands.

"Despite a healthy consumer, Hudson's Bay has struggled to deliver
operating performance in line with its larger well capitalized
competitors" says Moody's Vice President, Christina Boni. "Hudson's
Bay is taking necessary steps with its transformation plan to
empower its operations at the banner level to meet the needs of its
customers while streamlining and establishing shared services for
the entire organization."

RATINGS RATIONALE

Hudson's Bay Company's B2 Corporate Family Rating (CFR) reflects
the significant equity value in HBC's continued ownership of
flagship assets and its JV real estate investments which mitigate
the company's high financial leverage. The B2 rating also
incorporates the company's good liquidity profile with CAD 99
million of cash at Q1 2017 and approximately CAD 1.4 billion of
gross availability on its US$2.25 billion multi-currency asset
backed revolving credit facility. The rating recognizes the
significant debt burden with Moody's adjusted debt/EBITDA at around
10 times at LTM April 29, 2017. The B2 Corporate Family Rating
incorporates Moody's expectations that HBC is unlikely to reduce
debt materially over the next couple years without asset sales,
cost reductions, and significant curtailment of capital
expenditures. Moody's anticipates that despite concerted efforts to
streamline its business and reduce costs which is expected to
contribute CAD 350 million in annual savings upon completion,
de-leveraging will be muted as HBC works like most of its US
competitors to strengthen its customer position and stabilize sales
performance. HBC also has the challenge of managing weakness in its
international markets as Europe comprises approximately 30% of its
business.

The negative outlook reflects Moody's concerns that despite
significant equity value in its real estate holdings, HBC will be
challenged decrease leverage to more sustainable levels given the
secular industry trends and its need to integrate its portfolio of
banners to become more competitive which poses execution risk.

There is limited upward ratings momentum for the near to
intermediate term. Quantitatively, ratings could be upgraded if
debt/EBITDA was sustained below 7.5 times and EBITA/Interest was
sustained above 1.2 times while maintaining a good overall
liquidity profile.

The ratings could be downgraded if debt/EBITDA remains elevated
over 10x for an extended period due further erosion in sales and
EBITDA and if good liquidity is not maintained. Ratings can also be
downgraded if EBITA/Interest remains below 1.0 times. Ratings could
be lowered if there was a debt financed acquisition or actions with
respect to the significant real estate holdings were not conducted
in a creditor friendly manner.

Hudson's Bay Company is a leading department store with more than
480 stores and 66,000 employees around the world. In North America,
HBC's leading banners include Hudson's Bay, Lord & Taylor, Saks
Fifth Avenue, Gilt, and Saks OFF 5TH, along with Find @ Lord &
Taylor and Home Outfitters. In Europe, its banners include GALERIA
Kauhfof, the largest department store group in Germany, Belgium's
only department store group Galeria INNO, as well as Sportarena.
HBC has significant investments in real estate joint ventures. It
has partnered with Simon Property Group Inc. in the HBS Global
Properties Joint Venture, which owns properties in the United
States and Germany. In Canada, it has partnered with RioCan Real
Estate Investment Trust in the RioCan-HBC Joint Venture.

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


IDERA INC: S&P Revises Outlook to Negative & Affirms 'B' CCR
------------------------------------------------------------
S&P Global Ratings revised its outlook to negative from stable and
affirmed its 'B' corporate credit rating on Houston-based Idera
Inc.

At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the company's $555 million first-lien credit
facility, consisting of a $30 million revolving credit facility due
2022 and a $525 million first-lien term loan due 2024.  The '3'
recovery rating indicates S&P's expectation of meaningful (50%-70%;
rounded estimate 65%) recovery in the event of a default.  In
addition, S&P assigned its 'B-' issue-level rating and '5' recovery
rating to the company's $175 million second-lien term loan due
2025.  The '5' recovery rating indicates S&P's expectation of
modest (10%-30%; rounded estimate 10%) recovery in the event of a
default.

TA Associates, a provider of application development and database
management and monitoring tools, has agreed to sell a controlling
interest of the company to HGGC LLC in conjunction with Idera's
acquisition of Uniface B.V.

"The outlook revision is based on our view that leverage at the
close of the transaction will be in excess of our stated downside
scenario of 7x leverage, with the potential that leverage may stay
above 7x for the next 12 months as Idera integrates the Uniface
acquisition and implements cost savings," said S&P Global Ratings
credit analyst Geoffrey Wilson.  "However, we view the integration
risk as minimal, as Idera has an established track record of
integrating acquisitions and executing planned cost synergies," Mr.
Wilson added.

Idera provides database and application development software
solutions that help database and system administrators, application
owners, and network engineers improve the health, availability, and
performance of information technology (IT) systems.  The company's
products focus on the Microsoft database platform, which has grown
in market share and importance in recent years.  In June 2016 the
company acquired Gurock Software GmbH, a provider of software
testing management tools for quality assurance and development
teams.  The Uniface B.V. acquisition provides additional
application capabilities to Idera's product set, providing a
low-code development platform that allows for the creation and
deployment of enterprise applications.


INC RESEARCH: Moody's Rates Proposed Secured Credit Facilities Ba2
------------------------------------------------------------------
Moody's Investors Service assigned Ba2 ratings to INC Research
Holdings, Inc.'s proposed senior secured credit facilities and are
not on review. At this time, INC's existing ratings remain under
review for downgrade including the Ba2 Corporate Family Rating
(CFR) and Ba3-PD Probability of Default Rating (PDR). The proposed
credit facility consists of a $750 million term loan A, $1,850
million term loan B, and a $500 million revolver. Proceeds are
expected to finance the all-stock merger with inVentiv Group
Holdings, Inc. (B3, under review for upgrade), announced on May 10,
2017. Specifically, the proceeds will be used to refinancing all of
INC's existing debt and inVentiv's term loan, repay a portion of
inVentiv's unsecured notes, and pay for fees and expenses. There is
no change to the SGL-1 Speculative Grade Liquidity Rating.

INC Research Holdings, Inc.

Ratings assigned:

$750 million senior secured term loan A at Ba2 (LGD3)

$1,850 million senior secured term loan B at Ba2 (LGD3)

$500 million senior secured revolving credit facility at Ba2
(LGD3)

Ratings unchanged and still under review for downgrade:

Corporate Family Rating, Ba2

Probability of Default Rating, Ba3-PD

$475 million Senior Secured Term Loan due 2021, Ba2 (LGD2)

$200 million Senior Secured Revolving Credit Facility due 2021,
Ba2 (LGD2)

Outlook, Rating Under Review

Moody's placed INC's ratings under review for downgrade on May 10,
2017 following the Moody's anticipates that INC's Corporate Family
Rating will be downgraded by one notch to Ba3 as a result of the
substantial increase in leverage and high integration risk. The
ratings will remain under review until Moody's is highly certain
the transaction will close as proposed. The transaction is expected
to close in the third quarter 2017.

RATINGS RATIONALE

The anticipated one notch downgrade of INC's CFR to Ba3 balances
the benefits of increased scale and diversity with the significant
increase in leverage. The company will be weakly positioned in the
rating with almost 5 times debt/EBITDA at close. The transaction is
each companies' largest merger, which brings significant risk
associated with integrating both organizations successfully with
minimal disruption. The rating is also constrained by risks
inherent in the pharmaceutical services industry, including project
cancellation risk, which can lead to volatility in revenue and cash
flow.

The rating is also supported by the increased scale and business
diversity and Moody's expectation that the company will use most of
its excess cash flow for debt repayment, given INC's track record
on previous deals. The merger will create a company with $3 billion
in revenues and a leading market position in pharmaceuticals
contract research and commercialization services. It will be among
the top five CROs, with combined CRO net service revenue of more
than $2 billion. Moody's also expects the combined company's
liquidity to remain very good after close.

INC Research is a leading global contract research organization
providing outsourced research and development services for
pharmaceutical and biotechnology companies. INC's main area of
focus is late-stage clinical trials. Net service revenues for the
twelve months ended March 31, 2017 approximated $1,033 million.

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


INC RESEARCH: S&P Rates New Senior Secured Debt 'BB+'
-----------------------------------------------------
S&P Global Ratings said it assigned its 'BB+' issue-level rating on
Raleigh, N.C.-based contract research organization INC Research
Holdings Inc.'s new senior secured credit facility and placed the
rating on CreditWatch with negative implications.  S&P will lower
the rating to 'BB-' at the close of the merger between INC Research
and inVentiv Group Holdings Inc.  The recovery rating on this debt
is '3', indicating S&P's expectation for meaningful (50%-70%;
rounded estimate: 50%) recovery in the event of a payment default.

INC plans to offer a new $500 million revolver, a $750 million term
loan A, and a $1.85 billion term loan B, following the announced
plans to merge with Boston-based CRO and contract commercial
organization (CCO) inVentiv Group Holdings Inc.  The company plans
to use the proceeds to refinance INC Research and inVentiv's
currently outstanding debt, retaining $405 million of inVentiv's
senior notes.

S&P's 'BB+' corporate credit rating on INC Research Holdings Inc.
remains on CreditWatch, where it placed it with negative
implications on May 10, 2017, pending the close of the merger.  S&P
will lower the corporate credit rating to 'BB-' upon the close of
the merger and assign a positive outlook.

S&P will withdraw the ratings on the refinanced debt at the close
of the merger.

"The CreditWatch reflects INC Research's planned merger with
inVentiv, which will result in adjusted debt leverage in the low-5x
area at the end of 2017 and in the mid-4x area in 2018," said S&P
Global Ratings credit analyst Matthew Todd.  If the transaction
closes as planned, S&P expects to lower the corporate credit rating
to 'BB-' from 'BB+'.  Still, S&P believes the merger would broaden
its service offerings, expand its customer base with top-25
pharmaceutical companies, and increase its therapeutic and
geographic range.

S&P will resolve the CreditWatch placement when the announced
merger is closed, likely in the second half of 2017.  Based on the
proposed financing terms, S&P will likely lower the corporate
credit rating by two notches to 'BB-' from 'BB+'.  S&P expects to
assign a positive outlook at the close of the merger.  The
transaction is subject to the satisfaction of regulatory
requirements and other customary closing conditions.


J. CREW: Drexler Quits as CEO, To Stay as Chairman of Board
-----------------------------------------------------------
Millard Drexler resigned from his position as chief executive
officer of J.Crew Group, Inc. effective on or about July 10, 2017.
Mr. Drexler will remain chairman of the Company's board of
directors.  

Also on May 30, 2017, the Board extended an offer of employment to
James Brett, 48, for the position of chief executive offer and Mr.
Brett accepted, assuming the role of chief executive officer of the
Company as of the Effective Date.  The Board also elected Mr. Brett
as a director of the Company effective as of the Effective Date.
Mr. Brett has over 25 years of retail experience and most recently
held the position of President, West Elm Brand of Williams-Sonoma,
Inc., a publicly-traded multi-channel specialty retailer of home
products, since January 2010.  Prior to West Elm, Mr. Brett was the
chief merchandising officer for the Urban Outfitters Division at
Philadelphia-based Urban Outfitters, Inc.  He has also served in
various merchandising roles at other retailers including
Anthropologie, the J.C. Penney Company, Inc. and The May Department
Stores Company.  The Company believes Mr. Brett's qualifications to
sit on its Board include his extensive experience in the retail
industry and his executive leadership and management experience.

Pursuant to the terms of the employment agreement between Mr. Brett
and the Company, dated May 30, 2017, Mr. Brett's base salary is
$1,250,000 and he is eligible to earn an annual bonus with a target
of 150% of the base salary, up to the maximum allowed by such plan,
subject to meeting certain performance goals, and that for each of
fiscal years 2017 and 2018, the Annual Bonus will not be less than
150% of his base salary.  He is eligible to earn a performance
incentive bonus of $4,000,000, on the following basis: (1) 50% upon
achievement of Adjusted EBITDA, determined on a trailing twelve
fiscal month basis, of no less than $250 million and (2) 50% upon
achievement of EBITDA, determined on a trailing twelve fiscal month
basis, of no less than $300 million, provided that in each case
that the applicable EBITDA target is sustained at such level for a
period of six fiscal months thereafter.  Mr. Brett is also eligible
to earn a signing bonus, to be paid in accordance with the
following schedule: (1) $1,125,000 within thirty days of the
Effective Date, (2) $1,125,000 within thirty days of the first
anniversary of the Effective Date, and (3) $750,000 within thirty
days of the second anniversary of the Effective Date, provided that
Mr. Brett will be obligated to repay the Company a portion of the
Signing Bonus if his employment terminates with cause or without
good reason within one year of receipt of such portion.  He will
also be granted an award of restricted shares of Class A common
stock pursuant to the Chinos Holdings, Inc. 2011 Equity Incentive
Plan, adopted by the Corporation on March 4, 2011, or any successor
plan, of which 50% will be subject to time-based vesting and 50%
will be subject to performance-based vesting.  Mr. Brett is
eligible for paid time off and to participate in the Company's
benefit package as made generally available to other senior
executives.

Pursuant to the terms of the Employment Agreement, upon a
termination by the Company without cause or by Mr. Brett for good
reason, Mr. Brett will be entitled to (1) continued base salary,
medical benefits, and a payment equal to 150% of target annual
bonus for a period of eighteen months, (2) any Annual Bonus earned
but unpaid for the year immediately prior to his termination date,
(3) a pro-rata portion of the Annual Bonus, if any, to which he
would otherwise have been entitled, based on actual performance
(treating subjective goals as achieved at target), (4) any unpaid
amount of the Signing Bonus, (5) an additional 18 months' vesting
credit for any time-vesting equity awards, and (6) upon meeting
applicable performance goals or if the Corporation experiences a
change in control within twelve months of Mr. Brett's termination,
the vesting of performance-vesting equity awards.  For purposes of
his employment agreement, Mr. Brett is bound by non-competition and
non-solicitation covenants during his employment and for a period
of twelve months following termination of employment, provided that
such covenants will not apply following termination of employment
by the Company without cause or by him for good reason, and Mr.
Brett will be subject to no-hire covenants for a period of
twenty-four months following termination of his employment for any
reason.

                   About J. Crew Group

J.Crew Group, Inc. is an internationally recognized omni-channel
retailer of women's, men's and children's apparel, shoes and
accessories.  As of Nov. 22, 2016, the Company operates 287 J.Crew
retail stores, 110 Madewell stores, jcrew.com, jcrewfactory.com,
the J.Crew catalog, madewell.com, the Madewell catalog, and 181
factory stores (including 37 J.Crew Mercantile stores).

For the year ended Jan. 28, 2017, J. Crew reported a net loss of
$23.51 million following a net loss of $1.24 billion for the year
ended Jan. 30, 2016.  As of Jan. 28, 2017, J. Crew had $1.43
billion in total assets, $2.21 billion in total liabilities and a
total stockholders' deficit of $786.21 million.

                         *   *   *

As reported by the TCR on Dec. 16, 2016, S&P Global Ratings lowered
its corporate credit rating on the New York-based specialty
retailer J. Crew Group Inc. to 'CCC-' from 'B-'. "The downgrade
reflects our view that the company's suppressed debt trading prices
could culminate in a distressed debt buyback or debt exchange,"
said credit analyst Helena Song.

J. Crew carries a 'Caa2' Corporate Family Rating from Moody's
Investors Service.  J. Crew's 'Caa2' Corporate Family Rating
reflects its weak operating performance and high debt burden, with
credit agreement debt/EBITDA of 11 times and interest coverage
below 1.0 time, Moody's said.


J. CREW: Incurs $123 Million Net Loss in First Quarter
------------------------------------------------------
J.Crew Group, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $123.3 million on $532.0 million of total revenues for the 13
weeks ended April 29, 2017, compared to a net loss of $8.04 million
on $567.5 million of total revenues for the 13 weeks ended April
30, 2016.

J.Crew sales decreased 11% to $428.5 million.  J.Crew comparable
sales decreased 12% following a decrease of 8% in the first quarter
last year.

Madewell sales increased 17% to $84.7 million.  Madewell comparable
sales increased 10% following an increase of 6% in the first
quarter last year.      

Gross margin was 35.4% compared to 36.1% in the first quarter last
year.

Selling, general and administrative expenses were $210.4 million,
or 39.6% of revenues, compared to $192.2 million, or 33.9% of
revenues in the first quarter last year.

Operating loss was $153.3 million compared with operating income of
$7.3 million in the first quarter last year.  The operating loss
includes (i) pre-tax, non-cash impairment charges of $131.2 million
and (ii) a charge of $10.7 million for severance and related costs
associated with the Company's workforce reduction in April 2017.
Operating income last year includes pre-tax, non-cash impairment
charges of $5.4 million.

Adjusted EBITDA was $26.6 million compared to $45.4 million in the
first quarter last year.

Millard Drexler, chairman and chief executive officer, commented,
"While we are disappointed with our first quarter earnings, we are
optimistic regarding the work we have underway to improve our
business.  We have a clear vision and action plan in place to meet
our customers' needs - wherever and however they choose to shop.  I
look forward to transitioning my role to chairman and to working
with our new CEO, Jim Brett, as he takes the reins in July and
continues to position J.Crew for long term success."

As of April 29, 2017, J. Crew had $1.28 billion in total assets,
$2.18 billion in total liabilities and a total stockholders'
deficit of $907.02 million.

Cash and cash equivalents were $104.6 million compared to $54.7
million at the end of the first quarter last year.

Total debt, net of discount and deferred financing costs, was
$1,503 million compared to $1,515 million at the end of the first
quarter last year.  There were no outstanding borrowings under the
ABL Facility at April 29, 2017, or April 30, 2016.  As of June 12,
2017, there were no outstanding borrowings under the ABL Facility
with excess availability of approximately $320 million.

Inventories were $325.0 million compared to $391.4 million at the
end of the first quarter last year.  Inventories decreased 17% and
inventories per square foot decreased 19% compared to the end of
the first quarter last year.   

During the first quarter of fiscal 2017, the Company recorded a
non-cash impairment charge of $129.8 million related to the
intangible asset for the J.Crew trade name.  After recording the
impairment charge in the first quarter, the carrying value of the
J.Crew trade name was $250.2 million at April 29, 2017.  If
operating results decline below the Company's current expectations,
additional impairment charges may be recorded in the future.

This impairment charge does not have an effect on the Company's
operations, liquidity or financial covenants, and does not change
management's long-term strategy, which includes its plans to drive
disciplined growth across its brands.

In light of the announcement regarding the Company's efforts to
enhance its capital structure, the Company is providing certain
updates to its fiscal 2017 Adjusted EBITDA guidance.  Investors
should not expect the Company to provide interim quarterly updates
of guidance or outlook in conjunction with quarterly earnings
reports and conference calls in the future.  The Company undertakes
no obligation to update guidance in the future, and its decision
not to update such information should not be understood to be an
affirmation of past guidance.

The Company previously provided guidance that Adjusted EBITDA for
fiscal 2017 was expected to be in the range of $190 million to $210
million, which includes an anticipated $50 million benefit driven
primarily by lower product costs and other efficiencies in
connection with its strategic sourcing and supply chain initiative.
The Company continues to believe, despite its first quarter
performance, that its prior guidance range is achievable.

                    Capital Structure Efforts

The Company announced that it has reached agreement with certain
holders of PIK Notes that also hold a portion of loans under the
Term Loan Facility to conduct a series of transactions to enhance
its capital structure.

                          Related Party

On Nov. 4, 2013, Chinos Intermediate Holdings A, Inc., an indirect
parent holding company of the Company, issued $500 million
aggregate principal of 7.75/8.50% Senior PIK Toggle Notes due
May 1, 2019.

The PIK Notes are (i) senior unsecured obligations of the Issuer,
(ii) structurally subordinated to all of the liabilities of the
Issuer's subsidiaries, and (iii) not guaranteed by any of the
Issuer's subsidiaries, and therefore are not recorded in the
financial statements of the Company.

On April 28, 2017, the Issuer delivered notice to U.S. Bank N.A.,
as trustee, under the indenture governing the PIK Notes, that with
respect to the interest that will be due on those notes on the Nov.
1, 2017, interest payment date, the Issuer will make such interest
payment by paying in kind at the PIK interest rate of 8.50% instead
of paying in cash.  The PIK election will increase the outstanding
principal balance of the PIK Notes by $24.1 million to $590.6
million.  Therefore, the Company will not pay a dividend to the
Issuer in the fourth quarter of fiscal 2017 to fund a semi-annual
interest payment.  Pursuant to the terms of the indenture governing
the PIK Notes, the Issuer intends to evaluate this option prior to
the beginning of each interest period based on relevant factors at
that time.

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

                        https://is.gd/gyc8gd

                        About J. Crew Group

J.Crew Group, Inc. is an internationally recognized omni-channel
retailer of women's, men's and children's apparel, shoes and
accessories.  As of Nov. 22, 2016, the Company operates 287 J.Crew
retail stores, 110 Madewell stores, jcrew.com, jcrewfactory.com,
the J.Crew catalog, madewell.com, the Madewell catalog, and 181
factory stores (including 37 J.Crew Mercantile stores).

For the year ended Jan. 28, 2017, J. Crew reported a net loss of
$23.51 million following a net loss of $1.24 billion for the year
ended Jan. 30, 2016.

                         *   *   *

As reported by the TCR on Dec. 16, 2016, S&P Global Ratings lowered
its corporate credit rating on the New York-based specialty
retailer J. Crew Group Inc. to 'CCC-' from 'B-'. "The downgrade
reflects our view that the company's suppressed debt trading prices
could culminate in a distressed debt buyback or debt exchange,"
said credit analyst Helena Song.

J. Crew carries a 'Caa2' Corporate Family Rating from Moody's
Investors Service.  J. Crew's 'Caa2' Corporate Family Rating
reflects its weak operating performance and high debt burden, with
credit agreement debt/EBITDA of 11 times and interest coverage
below 1.0 time, Moody's said.


J. CREW: S&P Lowers CCR to 'CC' on Announced Exchange Offer
-----------------------------------------------------------
S&P Global Ratings said it lowered its corporate credit rating on
New York-based J. Crew Group Inc. to 'CC' from 'CCC-'.  The outlook
is negative.

J. Crew recently announced an exchange offer for any and all of its
outstanding $566.5 million aggregate principal amount of
7.75%/8.50% senior pay-in-kind (PIK) toggle notes due 2019.  The
company is also seeking to amend its term loan agreement.  S&P
views the transaction as distressed because the participating note
holders will receive significantly less than par value.

The 'C' issue-level rating on the company's senior unsecured PIK
toggle notes remains unchanged.  The recovery rating is '6',
indicating S&P's expectations for negligible (0% to 10%; rounded
estimate: 0%) recovery in the event of a default.  S&P also
affirmed its 'CCC-' issue-level rating on the company's senior
secured first-lien debt facility.  The recovery rating remains '4',
indicating average (30% to 50%; rounded estimate: 40%) recovery in
the event of default.

On June 12, 2017, J. Crew announced a private exchange offer for
any and all of the outstanding $566.5 million aggregate principal
amount of 7.75%/8.50% senior PIK toggle notes due 2019 for a mix of
new 13% secured notes, preferred stock, and common stock.  At the
same time, the company is also seeking to amend its term loan
agreement, including an offer to repay $150 million of term loan at
par plus interest.

"We view the transaction as distressed because the participating
note holders will receive significantly less than par value," said
S&P Global Ratings credit analyst Helena Song.

A group of creditors have entered into a restructuring support
agreement and have agreed, subject to various conditions, to vote
in favor of the term loan amendment, purchase new notes and also
tender notes in the exchange offer.  However, the exchange offer is
not conditioned upon approval of the term loan agreement.  

Once the transaction is completed (around July 10), S&P expects to
lower the corporate credit rating to 'SD' (selective default) and
the issue-level ratings on the PIK notes to 'D' (default).
According to S&P's criteria, it views the below-par tender of debt
as distressed and, hence, a de facto restructuring and a default on
the company's obligations.


LEXMARK INT'L: S&P Lowers CCR to B+ on Sustained Elevated Leverage
------------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
Lexington, Ky.-based Lexmark International Inc. to 'B+' from 'BB-.'
The outlook is negative.

S&P also lowered its issue-level ratings on the company's senior
notes and credit facility to 'BB-' from 'BB, with no change to
S&P's '2' recovery rating, which indicates its expectation for
substantial (70%-90%; rounded estimate: 80%).  S&P continues to
expect that the company's credit facility and senior notes will
become secured on a first-lien basis by the company's domestic
principal properties in 2017, upon finalization of its pending
security agreement with lenders.

"The downgrade reflects weak operating results including negative
free cash flow in the quarter ended March 31, 2017 and our
expectation that the company's performance over the next 12 months
will be significantly weaker than we had previously forecast," said
S&P Global credit analyst John Moore.

The negative outlook reflects competitive printing industry
conditions posing threats to Lexmark's strategic plans and
prospects to restore operating growth and reduce debt to EBITDA
under 6x over the next 12 months.

S&P could lower the rating if leverage stays above 6x or operating
declines persist in 2017 and 2018, due to competitive pressures,
adoption of a more aggressive financial policy, or difficulties
consummating the software business sale and repaying a portion of
its loan facility in 2017 with the proceeds.

S&P could stabilize the outlook if Lexmark repays a portion of its
loan facility in 2017 with software sale proceeds and improves
operating performance, such that S&P expects revenue growth and
EBITDA margins of in excess of 10% to sustain, as well as debt to
EBITDA to subside below 5.5x subsequent to 2017.


LUCY'S LTD: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Lucy's LTD
          d/b/a Lucy's Mexicall Resaurant
          d/b/a Lucy's Cantina
        701 s. Canal Street
        Carlsbad, NM 88220

Business Description: Lucy's LTD is a small business debtor as
                      defined in 11 U.S.C. Section 101(51D).
                      It owns a family-run restaurant serving a
                      Mexican menu that includes some variations
                      on the standards.  The restaurant is
                      located at 710 S Canal St, Carlsbad, NM
                      88220, USA.

Chapter 11 Petition Date: June 14, 2017

Case No.: 17-11544

Court: United States Bankruptcy Court
       District of New Mexico (Albuquerque)

Judge: Hon. Robert H. Jacobvitz

Debtor's Counsel: Gerald R Velarde, Esq.
                  LAW OFFICE OF GERALD R. VELARDE, PC
                  2531 Wyoming Blvd NE
                  Albuquerque, NM 87112-1027
                  Tel: 505-248-1828
                  Fax: 505-843-8369
                  E-mail: velardepc@hotmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Lucy Yanez, owner.

The Debtor's list of 18 largest unsecured creditors is available
for free at http://docdro.id/VFBEkRL


MF GLOBAL: Allied World Must Post Bond to Move Suit to Bermuda
--------------------------------------------------------------
Alex Wolf, writing for Bankruptcy Law360, reports that the U.S.
Bankruptcy Court for the Southern District of New York ruled on
June 12, 2017, that MF Global's excess insurer Allied World
Assurance Co. Ltd. must post a $15 million bond before the Court
can consider the insurer's request to continue a months-long
dispute to move an insurance coverage lawsuit from New York to
Bermuda.  The Court says that Allied World cannot evade
requirements of New York insurance law, Law360 relates.  

                         About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of

the world's leading brokers of commodities and listed derivatives.

MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MOUNTAIN CREEK: Cash Collateral Use, DIP Financing Get Interim OK
-----------------------------------------------------------------
The Hon. Stacey L. Meisel of the U.S. Bankruptcy Court for the
District of New Jersey has granted Mountain Creek Resort, Inc., et
al., permission to use cash collateral and to obtain postpetition
financing from MC DIP Funding LLC.

A final hearing on the request is scheduled for July 19, 2017, at
10:00 a.m. (ET).  Objections to the request must be filed by July
12, 2017, at 4:00 p.m. (ET).

The Debtors are authorized to obtain postpetition financing from
the DIP Lender up to the aggregate principal amount of $4 million,
pending the Final Hearing scheduled for July 19.

All DIP obligations under the DIP Facility will constitute claims
with priority in payment over any and all administrative expenses
and will at all times be senior to the rights of the Debtors, any
successor trustee to the extent permitted by law, or any other
creditor in the Chapter 11 cases.

As security for the Debtors' DIP Obligations arising under or in
connection with the DIP Credit Agreement, the DIP Lender is granted
first priority liens and security interests pursuant to Section
346(c)(2) of the Bankruptcy Code on all of the DIP Collateral of
the Debtors that is made subject to the security interests granted
to the DIP Lender under the DIP Facility that was not encumbered as
of the Petition Date, but excluding any causes of action the
Debtors' estates have under Chapter 5 of the Bankruptcy Code and
any commercial tort claims of the Debtors' estates.

Additionally, as security for the Debtors' DIP Obligations arising
under or in connection with the DIP credit documents, the DIP
Lender is granted a perfected lien and security interest in all of
the DIP collateral of the Debtors junior in priority only to valid
and perfected liens or security interests held by the prepetition
senior lender and other secured lenders as of the Petition Date,
and senior in priority to any liens or security interests held by
the prepetition subordinated lenders as of the Petition Date.

As adequate protection for the Debtors' use of the cash collateral
of the prepetition senior lender and prepetition subordinated
lenders, the prepetition senior lender and prepetition subordinated
lenders are granted a replacement security interest and lien on
their prepetition collateral, but solely to the extent of any
diminution in the value of the prepetition collateral.  The
adequate protection liens given to the prepetition subordinated
lenders will be subordinated to the adequate protection liens given
to the prepetition senior lender.  The adequate protection liens
given to the prepetition senior lender will be superior in priority
to the DIP liens.

Additionally, the prepetition senior lender and the prepetition
subordinated lenders are granted a claim with priority in payment
over any and all administrative expenses.

The Debtors will (a) pay all interest accruing on the first lien
obligations at the non-default rate specified under the $25 million
secured financing facility from M&T Bank, on a monthly basis,
commencing as of June 1, 2017, and on the first day of each month
thereafter, (b) pay all fees and costs associated with the letter
of credit, and (c) fully cash collateralize the corporate credit
card facility in an amount equal to 103% of $55,000 in a separate
account earmarked for the Debtors' Corporate Credit Card Facility.
To the extent the Debtors seek to increase the maximum amount
available under the Corporate Credit Card Facility, the Debtors
will notify the prepetition senior lender and provide an amount
equal to 103% of the new maximum amount available in a separate
account earmarked for the Debtors' Corporate Credit Card Facility,
provided, however, the maximum credit under the Corporate Credit
Card Facility will not exceed $110,000.  In addition, the Debtors
will pay the reasonable costs and expenses of the prepetition
senior lender, subject to the budget.

The Debtors will provide to the counsel for the prepetition senior
lender and counsel for the Official Committee of Unsecured
Creditors: (a) a rolling 13-week budget every two weeks, commencing
June 2, 2017, of which the first 13 weeks will agree to the budget;
the "weekly change in cash" category contained in the budget will
not have a variance greater than 15% on a cumulative basis; (b) a
variance report on a weekly basis each Thursday commencing June 1,
2017, covering the weekly period through the prior Thursday
reconciling actual expenditures during that week to those set forth
in the budget; (c) updated 13-week cash flow projections every
other week; commencing on June 2, 2017, and every two weeks
thereafter; (d) commencing on June 27, 2017, monthly business
financial statements together with monthly operating statements on
the 27th day following the previous month end; (e) copies of all
sewer and bond documents, which are available to the Debtors, which
involve the Debtors' assets, including, but not limited to, the $23
million bond relating to
Vernon Township, Sussex County; (f) copies of all leases impacting
the real estate owned by Mountain Creek Resort, Inc., including,
but not limited to, the Morford lease and Kellam Lease, and that
certain Reservation of Rights Agreement; (g) copies of any and all
surveys concerning the real property owned by Mountain Creek
Resort, Inc.; and (h) updated proof of insurance and proof that M&T
is a co-insured and loss payee and updated proof of flood
insurance.

The prepetition senior lender, and prepetition subordinated lenders
pursuant to the terms of this second interim court order will be
subject to a carve-out for the sum of allowed administrative
expenses payable and priority professional expenses, which means
allowed fees, costs, and reasonable expenses allowed or permitted
pursuant to Sections 330 and 331 of the Bankruptcy Code of (a)
professionals retained by the Debtors up to the amount of $400,000,
and (b) any professionals retained by the Committee that may be
appointed in these Chapter 11 cases up to the amount of $125,000,
but subject to the amount set forth in the Budget, provided,
however, that following the occurrence of an Event of Default under
the DIP Facility, these Carve-Out amounts will be limited to
$75,000 and $25,000 in fees and expenses incurred after the Event
of Default for the Debtors' and Committee's professionals,
respectively.  

Maturity date of the loan is the earliest to occur of the date that
is: (i) Jan. 31, 2018; (ii) June 30, 2017, if the DIP final court
order has not been entered by the Court prior to June 30, 2017;
(iii) the date on which any sale of substantially all of the
Debtors' assets occurs; (iv) the date on which a plan of
reorganization for any of is the Debtors approved by the Court
becomes effective; and (v) the day on which the DIP Lender
accelerates the DIP Obligations, or the DIP Obligations
automatically and immediately accelerate, or the DIP Obligations
otherwise become immediately due and payable.

A copy of the court order is available at:

            http://bankrupt.com/misc/njb17-19899-112.pdf

                    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 five affiliated
debtors filed voluntary petitions for relief under Chapter 11 of
the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 17-19899).  The
cases are pending before the Honorable Judge Stacey L. Meisel, and
jointly administered.

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

The Debtors hired Lowenstein Sandler LLP as bankruptcy counsel;
Houlihan Lokey Capital, Inc., as business consultant; and Prime
Clerk LLC as claims and noticing agent.

On May 24, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  Trenk, DiPasquale,
Della Fera & Sodono, P.C., represents the committee as bankruptcy
counsel.

No trustee or examiner has been appointed in the Debtors' cases.


MPV S.A.S: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of MPV S.A.S. as of June 13,
according to a court docket.

                        About MPV S.A.S.

Based in Bal Harbour, Florida, MPV S.A.S. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
17-13757) on March 28, 2017.  The petition was signed by Carolina
Vallejo Iregui, legal representative.  The case is assigned to
Judge Robert A. Mark.

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


MY CLASSIFIED ADS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Affiliated debtors that simultaneously filed Chapter 11 bankruptcy
petitions:

    Debtor                                      Case No.
    ------                                      --------
    MCAAds.Com, LLC                             17-05179
    10409 Crimson Park Lane                     
    Apt. 106
    Tampa, FL 33626

    My Classified Ads, LLC                      17-05180
    10409 Crimson Park Lane
    Apt. 106
    Tampa, FL 33626

Business Description: The companies are small business debtors as
                      defined in 11 U.S.C. Section 101(51D)
                      that are engaged in advertising.

Chapter 11 Petition Date: June 14, 2017

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtors' Counsel: Suzy Tate, Esq.
                  SUZY TATE, P.A.
                  14502 North Dale Mabry Highway, Suite 200
                  Tampa, FL 33618
                  Tel: (813) 264-1685
                  Fax: 813 540 8024
                  E-mail: suzy@suzytate.com

                                  Scheduled   Scheduled
                                    Assets   Liabilities
                                 ----------  -----------
MCAAds.Com, LLC                    $537,689   $2,410,000
My Classified Ads                  $625,067   $2,390,000

The petitions were signed by Blaire Fanning, manager.

MCAAds.Com, LLC's list of 10 unsecured creditors is available for
free at http://docdro.id/ze7QPh3

My Classified Ads' list of 20 largest unsecured creditors is
available for free at http://docdro.id/ntyIxY6


NEONODE INC: Proposes to Add Two Tech Executives to Board
---------------------------------------------------------
Neonode Inc. announced key initiatives made by the Board of
Directors.

"Over the past several quarters, Neonode has invested in the new
line of embedded sensor modules incorporating our zForce
technology.  The next step is to ensure we capitalize on our IP
investments and leverage our strong client relationships.  I am
convinced that with the initiatives announced today, we are well
positioned to further strengthen Neonode as a leading supplier of
advanced sensor technology," commented Thomas Eriksson, CEO of
Neonode.

To oversee the Company's future growth and add new capabilities,
two experienced technology executives will be proposed by Neonode
at its upcoming annual meeting of stockholders to join the Board of
Directors:

     Per Eriksson currently serves as the president and CEO of
digital entertainment company NetEnt, listed in Stockholm.  He has
more than 26 years of experience with B2B sales in the IT industry.
Prior to joining NetEnt, Per Eriksson served as the president and
CEO of Dustin Group, and as head of Dell EMC for EMEA and CEO of
Dell Nordic.  Per Eriksson is not related to Thomas Eriksson, CEO
of Neonode.

     Asa Hedin currently serves on the Board Directors of Tobii AB,
Nolato AB, Immunova AB, Cellavision AB, Fingerprint Cards AB, and
E. Ohman J:or Fonder AB.  She also serves as an industrial advisor
at the Department of Microtechnology and Nanoscience at Chalmers
University of Technology.  Ms. Hedin has held senior executive
positions at companies such as Elekta, Gambro and Siemens
Healthcare.

In addition, Neonode is preparing for a dual listing on the Nasdaq
OMX Stockholm in order to increase awareness and reach a new
investor base in the Swedish market.  Neonode will continue to
maintain its existing listing of common stock on the Nasdaq Capital
Market in the United States.

Neonode has engaged an external advisor to assist with financial
strategy and execution of the Company's growth plan.

                      About Neonode

Neonode Inc. (NASDAQ:NEON) develops and licenses optical
interactive sensing technologies.  Neonode's patented optical
interactive sensing technology is developed for a wide range of
devices like automotive systems, printers, PC devices, monitors,
mobile phones, tablets and e-readers.

NEONODE and the NEONODE Logo are trademarks of Neonode Inc.
registered in the United States and other countries.  AIRBAR is a
trademark of Neonode Inc. All other trademarks are the property of
their respective owners.

For more information please visit www.neonode.com

Neonode incurred a net loss attributable to the Company of $5.29
million for the year ended Dec. 31, 2016, following a net loss
attributable to the Company of $7.82 million for the year ended
Dec. 31, 2015.  As of March 31, 2017, Neonode had $8.43 million in
total assets, $5.24 million in total liabilities and $3.19 million
in total stockhbolders' equity.


NICE CAR: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Nice Car, Inc., as of June 13,
according to a court docket.

                        About Nice Car, Inc.

Founded in 1977, Nice Car -- https://nicecar1977.com/ -- is a
family owned and operated full service used car dealer.  The
Debtor's business is located in Hollywood, Broward County, Florida
and serves customers throughout the South Florida area.  Steven
Kerzer is the 100% shareholder of the Debtor and the Debtor's
president.

Nice Car, Inc., filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 17-15001), on April 24, 2017.  The petition was signed by
Steven Kerzer, president.  The case is assigned to Judge Raymond B.
Ray.  The Debtor is represented by Robert F. Reynolds, Esq., at
Slatkin & Reynolds, P.A.  At the time of filing, the Debtor had
estimated assets and liabilities ranging from $10 million to $50
million.


NORTH COAST TOOL: Taps Peterson as Auctioneer for Excess Equipment
------------------------------------------------------------------
North Coast Tool, Inc. seeks approval from the U.S. Bankruptcy
Court for the Western District of Pennsylvania to hire an
auctioneer.

The Debtor proposes to hire Mike Peterson Auction & Realty Service
to conduct an auction of its excess equipment.

The firm will receive a commission of 10%, and $2,500 as payment
for the advertising expenses.  All other expenses incurred by
Peterson will be compensated by a "buyer's premium" of 15%.

Mike Peterson, the firm's owner, disclosed in a court filing that
he and his firm are "disinterested" as defined in section 101(14)
of the Bankruptcy Code.

The firm can be reached through:

     Mike Peterson
     Mike Peterson Auction & Realty Service
     1432 Kiantone Road
     Jamestown, NY 14701
     Phone: +1 716-665-0668

                About North Coast Tool, Inc.

North Coast Tool, Inc., is a Pennsylvania corporation, having a
primary business address located at 2705 West 17th Street, Erie,
Pennsylvania, engaged in certain manufacturing business.

North Coast Tool sought Chapter 11 protection (Bankr. W.D. Pa. Case
No. 17-10342) on April 5, 2017.  Daniel P. Foster, Esq., at Foster
Law Offices, represents the Debtor as bankruptcy counsel.  The
Debtor hired Michael Moore as its accountant.

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


OAKDALE SUITES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Oakdale Suites LLC
        238 Ridgewood Avenue
        Ridgewood, NJ 07450

Business Description: Oakdale Suites is a Pennsylvania Limited
                      Liability Company categozied under
                      hotels & motels.  The Company is a small
                      business debtor as defined in 11 U.S.C.
                      Section 101(51D).  Its principal assets are
                      located at 1700 Harrisburg Pike Carlisle, PA
                      17015-7658.

Chapter 11 Petition Date: June 14, 2017

Case No.: 17-22155

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Hon. Vincent F. Papalia

Debtor's Counsel: Mathew M. Cabrera, Esq.
                  M CABRERA & ASSOCIATES PC
                  2002 Route 17M, Ste 12
                  Goshen, NY 10924
                  Tel: 845-531-5474
                  Fax: 845-230-6645
                  E-mail: mcabecf@mcablaw.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by David Ebrahimzadeh, member.

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

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

            http://bankrupt.com/misc/njb17-22155.pdf


OSMIN A MORALES: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Osmin A. Morales, M.D., P.A.,
as of June 13, according to a court docket.

Headquartered in South Miami, Florida, Osmin A. Morales, M.D.,
P.A., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla.
Case No. 17-15027) on April 24, 2017, estimating its assets at up
to $50,000 and liabilities at between $100,001 and $500,000.
Aleida Martinez Molina, Esq., at Weiss Serota Helfman Cole &
Bierman, P.L., serves as the Debtor's bankruptcy counsel.


PARAGON OFFSHORE: Committee Taps Jones Day to Probe Spinoff Claims
------------------------------------------------------------------
The official committee of unsecured creditors of Paragon Offshore
plc seeks approval from the U.S. Bankruptcy Court for the District
of Delaware to hire Jones Day as special counsel.

Jones Day will investigate claims tied to the 2014 spin-off against
Noble Corporation plc during the period prior to the effective date
of Paragon Offshore's Chapter 11 plan and the creation of the
litigation trust.
  
Paragon Offshore was founded through a spin-off from Noble, an
offshore drilling company.

Jones Day's standard hourly rates are:

     Partners                   $650 - $1,350
     Of Counsel                 $675 - $1,125
     Counsel                      $575 - $900
     Associates                   $325 - $925
     Staff Attorneys              $300 - $675
     Paralegals/Legal Support     $125 - $575

Sidney Levinson, Esq., a partner at Jones Day, disclosed in a court
filing that the firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.

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

Jones Day also disclosed that the firm and the committee have had
discussions regarding a budget, and expect to develop a prospective
budget and staffing plan to comply with the U.S. Trustee's requests
for information and additional disclosures.

The firm can be reached through:

     Sidney Levinson, Esq.
     Jones Day
     555 South Flower Street, 50th Floor
     Los Angeles, CA 90071
     Tel: +1.213.489.3939
     Fax: +1.213.243.2539

                       About Paragon Offshore

Paragon Offshore plc (OTC: PGNPQ) --
http://www.paragonoffshore.com/-- is a global provider of offshore
drilling rigs.  Paragon is a public limited company registered in
England and Wales.

Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy petitions
(Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016,
after reaching a deal with lenders on a reorganization plan that
would eliminate $1.1 billion in debt.

The petitions were signed by Randall D. Stilley as authorized
representative. Judge Christopher S. Sontchi is assigned to the
cases.

The Debtors reported total assets of $2.47 billion and total debt
of $2.96 billion as of Sept. 30, 2015.

The Debtors engaged Weil, Gotshal & Manges LLP as general counsel;
Richards, Layton & Finger, P.A. as local counsel; Lazard Freres &
Co. LLC as financial advisor; Alixpartners, LLP, as restructuring
advisor; PricewaterhouseCoopers LLP as auditor and tax advisor;
and
Kurtzman Carson Consultants as claims and noticing agent.

No request has been made for the appointment of a trustee or an
examiner in the cases.

On Jan. 27, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Paul, Weiss, Rifkind,
Wharton & Garrison LLP serves as main counsel to the Committee and
Young Conaway Stargatt & Taylor, LLP acts as co-counsel. The
committee retained Ducera Partners LLC as financial advisor.

Counsel to JPMorgan Chase Bank, N.A. (a) as administrative agent
under the Senior Secured Revolving Credit Agreement, dated as of
June 17, 2014, and (b) as collateral agent under the Guaranty and
Collateral Agreement, dated as of July 18, 2014, are Sandeep Qusba,
Esq., and Kathrine A. McLendon, Esq., at Simpson Thacher & Bartlett
LLP.

Delaware counsel to JPMorgan Chase Bank, N.A. are Landis Rath &
Cobb LLP's Adam G. Landis, Esq.; Kerri K. Mumford, Esq.; and
Kimberly A. Brown, Esq.

Counsel to Cortland Capital Market Services L.L.C. as
administrative agent under the Senior Secured Term Loan Agreement,
dated as of July 18, 2014, are Arnold & Porter Kaye Scholer LLP's
Scott D. Talmadge, Esq.; Benjamin Mintz, Esq.; and Madlyn G.
Primoff, Esq.

Delaware counsel to Cortland Capital Market Services L.L.C. are
Potter Anderson & Corroon LLP's Jeremy W. Ryan, Esq.; Ryan M.
Murphy, Esq.; and D. Ryan Slaugh, Esq.

Counsel to Deutsche Bank Trust Company Americas as trustee under
the Senior Notes Indenture, dated as of July 18, 2014, for the
6.75% Senior Notes due 2022 and the 7.25% Senior Notes due 2024,
are Morgan, Lewis, & Bockius LLP's James O. Moore, Esq.; Glenn E.
Siegel, Esq.; and Joshua Dorchak, Esq.

On May 2, 2017, the Debtors filed a joint Chapter 11 plan and
disclosure statement.

Paragon Offshore said June 7, 2017, that the Bankruptcy Court has
approved the company's consensual plan
of reorganization.  Under the Consensual Plan, which the company
announced May 2,2017, Paragon's existing equity will be deemed
worthless and the company's secured creditors and unsecured
bondholders will receive equity in a new reorganized parent
company.


PARKER PORK: Needs Additional Time Over Lease Talks, File Plan
--------------------------------------------------------------
Parker Pork Farms, LLC, and Edwin Elzie Parker ask the U.S.
Bankruptcy Court for the District of Kansas to extend for 48 days
their exclusive period to file Plan and Disclosure Statement
through July 31, 2017 and to solicit plan acceptance through
September 29, 2017.

The Debtors tell the Court that they have ceased operations of
their hog farm and are currently actively negotiating with
potential tenants over lease terms for that operation. The Debtors
also tell the Court that they are analyzing sales of crop ground to
determine the proper amount necessary to fund a plan of
reorganization.

The Debtors believe that they have reasonable prospects for filing
a viable plan of reorganization, and believe additional time will
aid and assist in developing and negotiating a comprehensive and
beneficial plan.

The Debtors anticipate filing a formal plan of reorganization by
July 2017. In addition, the Debtors anticipate that they will
propose a plan of reorganization that provides payments to
remaining creditors from lease of hog operations, sale of crop
land, and yearly revenues from harvest and subsequent crop sales or
cash rent of crop land.

                     About Parker Pork Farms

Parker Pork Farms own a hog farming operation and a crop growing
operation, consisting of approximately 590 acres of useable crop
ground.

Based in Robinson, Kansas, Parker Pork Farms LLC and its owner
Edwin Elzie Parker sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Kan. Lead Case No. 17-20202) on Feb. 13,
2017. The petition was signed by Edwin Elzie Parker, owner.

Carl R. Clark, Esq. at Lentz Clark Deines PA, serves as legal
counsel for the Debtor and its owner.

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

No trustee or examiner has been appointed, and no official
committee of creditors or equity interest holders has yet been
established.


PEAK 10: Acquisition of ViaWest No Impact on Moody's B3 CFR
-----------------------------------------------------------
Moody's said Peak 10, Inc.'s B3 corporate family rating (CFR) will
not be impacted by the company's acquisition of ViaWest, Inc. for
an all-cash consideration of $1.675 billion. Moody's expects the
acquisition will be funded with a mix of debt and equity. Overall,
the transaction is viewed as credit positive as the combined
company will have enhanced scale, becoming one of the United
States' largest retail hybrid colocation providers, and geographic
reach, spanning 20 domestic and international markets. The combined
company will benefit from ViaWest's accretive cash flow profile and
high margins, but Moody's expects that leverage will increase with
the debt likely required to fund the transaction.

ViaWest is a leading Hybrid IT Solutions provider offering cloud,
network, colocation, compliance services and security solutions.
Being complementary to Peak 10, Moody's expects Peak 10 to extract
modest cost synergies and better serve its customers across an
enhanced platform of products and capabilities. Moody's believes
the combined company will be better positioned to address the large
enterprise customer segment.

Peak 10's B3 CFR reflects its small scale, high leverage and high
capital intensity associated with growing the business. These
limiting factors are offset by Peak 10's stable base of contracted
recurring revenues, its position as a high quality colocation
provider in the high-growth sector and its exposure to less
competitive Tier II markets. Although revenue growth has
decelerated, capital spending has similarly moderated and the
company can self-fund the business with operating cash flows.
Moody's expects Peak 10's sales productivity to improve and churn
decrease, and Moody's forecasts that Peak 10 will generate a modest
amount of free cash flow in 2017 while growing revenue and
expanding margins.

Moody's could consider a ratings upgrade if the company generated
free cash flow equal to at least 5% of debt and leverage were to
trend towards 5x (both on a Moody's adjusted basis). Downward
rating pressure could develop if liquidity becomes strained, if
capital intensity does not improve or if adjusted leverage is
sustained above 7x.

Headquartered in Charlotte, NC, Peak 10 Inc. is a provider of
network-neutral data center, cloud and managed services.


PHILIP CANTWELL: Has $730K Deal for Huntington Beach Property
-------------------------------------------------------------
Philip Richard Cantwell, Jr., asks the U.S. Bankruptcy Court for
the Central District of California to authorize the sale of
residential real property located at 19682 Seawind Circle,
Huntington Beach, California, to Donna Colbert, Trustee of The
Colbert Family Trust of 1990 Dated Jan. 20, 1990, for $730,000,
subject to overbid.

A hearing on the Motion is set for June 11, 2017 at 10:30 a.m.

The Debtor is a self-employed real estate and insurance
professional.  He has experienced very difficult times in the past
few years, including the loss of his brother and business partner
John Cantwell, a debilitating illness suffered by his sister and
the very recent loss of his mother.  The Debtor also suffered
substantial financial losses, including the loss of a restaurant
owned by him and his brother called 3 Thirty 3 located in Newport
Beach, a plastics company and a luxury home with $4.4 million in
equity.

The Debtor had been involved in a loan modification process with
Wells Fargo since April of 2012.  During this time, he continued to
provide requested information and documentation to Wells Fargo
through a loan modification special.  Then, in October 2016, Wells
Fargo pulled the plug by denying the loan modification request and
immediately commencing foreclosure proceedings.

On Jan. 5, 2017, the Debtor commenced the case, in pro per, to stop
the pending foreclosure sale of the family residence located 103
Calle Del Pacifico, San Clemente, as well as to restructure the
debt secured by trust deed favor of Wells Fargo Bank.  The
Schedules filed at that time indicate that the Debtor's secured
debts exceed that which is allowed by 11 U.S.C. Section 109(e).

The Chapter 13 Meeting of Creditors occurred on Feb. 16, 2017 at
2:00 p.m.  At the meeting of creditors, the Debtor was made aware
of the issue pertaining to the debt limits for Chapter 13.  On Feb.
22, 2017, the Debtor substituted in the Law Offices of Michael G.
Spector as his counsel.  By Order entered on March 17, 2017, the
Debtor's case was converted to one under Chapter 11.  And, by Order
entered on April 12, 2017, the Court authorized the employment of
the Law Offices of Michael G. Spector as the Debtor's Chapter 11
counsel.

The property at 19682 Seawind Circle, Huntington Beach, California
(the "Property") was previously owned by the Debtor's brother,
John.  In 2015, Wells Fargo obtained title to the Property through
a foreclosure sale.  Prior to his passing, John was in the middle
of litigation against Wells Fargo for wrongful foreclosure.  Upon
John's passing in April 2016, the Debtor succeeded to the rights to
said litigation.

In March 2017, after the Petition Date, the Debtor was given an
opportunity to purchase the Property from US Bank in an amount
equal to the outstanding loan balance so long as the sale closed
within a very short period of time.  Believing that the resale
value of the Property was significantly higher than the purchase
price, the Debtor contacted his business associate, Anthony Souza,
who agreed to put up the funds needed to purchase the Property.

Because Souza was traveling on business at the time and there was a
very short window of time, the Debtor and Souza agreed to an
informal partnership, instead of forming a legal entity, whereby
the Debtor signed a promissory note to be secured by a deed of
trust on the Property, which essentially allowed Souza to receive
his contribution back, with 7% prior to splitting 50/50 any net
sale proceeds derived from a subsequent sale of the Property.  The
offer was accepted by Wells Fargo/US Bank on the condition that the
sale close immediately and that the Debtor, as executor of his
brother's estate, dismissed the lawsuit his brother had filed
against Wells Fargo.  The Debtor dismissed the lawsuit against
Wells Fargo.

Souza put up the $645,000 necessary to purchase the Property and
title was transferred to the Debtor.  The Debtor signed a
promissory note and deed of trust in favor of Souza.  The Debtor
mistakenly believed that Court approval was not necessary as he was
considering this as an informal partnership and did not consider
that he was obligating himself on a promissory note.

Simultaneously with the purchase of the Property, the Debtor had
been working with Diana Perna of PK Real Estate and Investments to
acquire a purchaser of the Property.  Shortly thereafter, an offer
was received to purchase the Property in an "as is" condition for a
purchase price of $730,000.

On March 24, 2017, the Debtor entered into a Residential Purchase
Agreement and Joint Escrow Instructions with the Buyer, which
provides for sale of the Property for the sum of $730,000.   

The general terms of the Sale Agreement and addendums are:

   a. Sale price of $730,000;

   b. Deposit of $10,000, with an additional deposit of $136,000
and the balance due at closing in the form of loan proceeds in the
amount of $584,000;

   c. Property is sold "as is;"

   d. The cost of the owners' title policies will be paid from the
Sellers' proceeds;

   e. Escrow fees to be paid 50/50 between the Sellers and the
Buyer;

   f. Escrow to close ASAP after entry of Order approving sale;
and
       
   g. Real estate broker's commissions in the amount of 2% of the
Purchase Price ($14,600) to be paid to P K Real Estate and
Investments.

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

         http://bankrupt.com/misc/Philip_Cantwell_71_Sales.pdf

On June 12, 2017, the Debtor and the Buyer executed an addendum
which provides that the proposed sale is subject to overbid.

The liens, assessments and other amounts due that will be paid
through escrow are:

   a. First priority lien in favor of $645,000 plus interest at the
rate of 7% from the inception of the loan to the date of the
closing of escrow;

   b. Real property taxes estimated at $3,819 (through May 12,
2017); and

   c. Escrow title and other fees and costs estimated at $5,725.

Per the terms of their agreement, net proceeds of approximately
$66,000 will be split evenly between Mr. Souza and the Debtor's
estate.

On June 13, 2017, the Debtor filed an application for order
authorizing the nunc pro tunc employment of the Broker.  The Debtor
is to pay real estate broker’s commissions as follows: Broker to
be paid $14,600 or 2% of the Purchase Price.

The Property will be sold free and clear of all liens with the
liens to be paid through escrow, and subject to overbid at an open
auction to be conducted by the counsel for the Debtor before the
Court at the time that the Sale Motion is heard.  

Subject to Court approval, the Debtor has established these overbid
procedures, which will govern any bidding:

   a. Any person or entity that is interested in purchasing the
Property must serve the Debtor and his counsel with an initial bid
in conformance with these procedures, such that any Overbid is
actually received no later than the commencement of the auction.

   b. Any entity that submits a timely, conforming Overbid will be
deemed a "Qualified Bidder" and may bid for the Property at the
hearing.

   c. The Debtor will have sole authority to determine whether a
party is a Qualified Bidder;

   d.  Any Overbid must remain open until the conclusion of the
Auction of the Property to be held at the hearing on the Sale
Motion;

   e. Initial Overbid must be $10,000 higher than the Purchase
Price with minimum of $5,000 incremental overbids thereafter;

   f. Any Overbid must be for the Property "as is, where is," and
"with all faults," and will not contain any financing, due
diligence, or any other contingency fee, termination fee, or any
similar fee or expense reimbursement;

   g. Any Overbid must be accompanied by a deposit of $10,000 in
certified funds, which funds will be non-refundable if the bid is
determined by the Court to be the highest and best bid for the
Property, and proof satisfactory to the Debtor that such bidder has
sufficient funds to complete the sale;

   h. Any Overbid must be made by a person or entity who has
completed its due diligence review of the Property and is satisfied
with the results thereof;

   i. If the Debtor receives a timely, conforming Overbid for the
Property, the Court will conduct the Auction at the hearing on the
Sale Motion, in which all Qualified Bidders may participate.  The
Auction will be governed by the following procedures: (i) All
Qualified Bidders will be deemed to have consented to the core
jurisdiction of the Bankruptcy Court and to have waived any right
to jury trial in connection with any disputes relating to the
Auction or the sale of the Property; (ii) After the initial overbid
of $10,000 greater than the Purchase Price, the minimum bidding
increment during the Auction will be $5,000; (iii) Bidding will
commence at $740,000 ($10,000 over the Purchase Price); and (iv)
The Court will determine which of the bids is the Best Bid;

   j. If the Successful Bidder is not the Purchaser, the Purchaser
will be reimbursed his costs for the home inspection, the termite
inspection and appraisal; and

   k. The Successful Bidder must pay, at the closing, all amounts
reflected in the Best Bid in cash and such other consideration as
agreed upon.

The Debtor asks that the Court approves the overbidding procedure
as set forth.

The Debtor proposes to sell the Property in order to obtain the
funds necessary to fund the Plan and pay related obligations.
Accordingly, there is a sound business purpose for the sale which
is in the best interests of the creditors and the estate.   The
Debtor asks the Court to approve the relief sought.

The Debtor desires to close the sale as soon as practicable after
entry of an Order approving the sale.  Accordingly, the Debtor asks
the Court, in the discretion provided it under F.R.B.P. Rule
6004(h), to waive the 14-day stay.

Philip Richard Cantwell, Jr., sought Chapter 11 protection (Bankr.
C.D. Cal. Case No. 17-10032) on Jan. 5, 2017.  The Law Offices of
Michael G. Spector serves as counsel to the Debtor, with the
engagement led by Michael G. Spector and Vicki L. Schennum.




PILGRIM'S PRIDE: S&P Lowers CCR to 'B+' Amid Downgrade of Parent
----------------------------------------------------------------
S&P Global Ratings lowered the corporate credit rating on Pilgrim's
Pride Corp. to 'B+' from 'BB'.  S&P also lowered the issue-level
ratings on the company's senior secured debt to 'BB' from 'BBB-',
and on the senior unsecured debt to 'B+' from 'BB'. The recovery
ratings on these issues remain unchanged at '1' and '3',
respectively, indicating S&P's expectation of very high (90%-100%;
rounded estimate 95%) and meaningful (50%-70%; rounded estimate
65%) recovery in the event of a default.  All ratings remain on
CreditWatch with negative implications.

Earlier, S&P downgraded JBS S.A., the parent company of Pilgrim's
Pride Corp., by two notches, reflecting the company's entrance into
a leniency agreement with Brazilian authorities, which carries a
R$10.3 billion fine ($3.2 billion).

"The two notch downgrade follows a similar action on the parent
company, Brazil-based protein processor JBS S.A.," said S&P Global
Ratings credit analyst Jessica Paige.

The ratings remain on CreditWatch negative due to S&P's view of
possible refinancing risks given the company's short-term
maturities, as well as some uncertainty surrounding possible future
contingent liabilities in excess of the recent fine.

S&P will resolve the CreditWatch listing once it has more
information about JBS' refinancing strategy, any possible
contingent liabilities arising from the corruption investigations,
as well as possible changes in the relationship between JBS and
Pilgrim's Pride.

S&P could downgrade JBS and, in turn, Pilgrim's Pride if S&P
perceives weaker access to financing arising from reputational
risks.


PRESTIGE INDUSTRIES: SSG Acted as Investment Banker in Asset Sale
-----------------------------------------------------------------
SSG Capital Advisors, LLC ("SSG") acted as the investment banker to
Prestige Industries, LLC ("Prestige" or the "Company") in the sale
of substantially all of its assets to an affiliate of Sunrise
Capital Partners ("Sunrise").  The sale was effectuated through a
Chapter 11 Section 363 process in the U.S. Bankruptcy Court for the
District of Delaware.  The transaction closed in May 2017.

Prestige is a market-leading provider of commercial laundry
services to the hospitality industry in the greater New York City
area.  Headquartered in North Bergen, New Jersey, the Company
operates two laundry facilities strategically positioned in order
to maximize efficiency while providing quality services to its
customers.  The Company provides a full suite of laundry services
to a wide-ranging customer base that includes premium hotel chains
and signature boutique hotels.

Higher than expected costs and completion delays from the
construction of a greenfield facility, coupled with certain
operational difficulties, suppressed the Company's profitability
for multiple years.  The result was an unsustainable capital
structure.  In order to facilitate the infusion of additional
capital, the Company filed for protection under Chapter 11 of the
United States Bankruptcy Code in January 2017.

SSG was retained as the Company's investment banker and
expeditiously conducted a comprehensive marketing process, which
resulted in a broad range of interest primarily from strategic
parties.  Value was maximized through an active 363 auction with
multiple rounds of bidding.  The winning bidder was an affiliate of
Sunrise, a private equity firm that owns another commercial laundry
operation in Orlando, Florida.

Sunrise is a New York-based private equity group actively focused
on investments in small and medium size businesses in the
technology, healthcare and business services industries.

Other professionals who worked on the transaction include:

   -- James M. Matour and Peter C. Hughes of Dilworth Paxson LLP,
counsel to Prestige Industries, LLC;
   -- Robert J. Iommazzo and Barry J. O'Brien of Traxi LLC,
financial advisor to Prestige Industries, LLC;
   -- Steven B. Soll of Otterboug P.C., counsel to the senior
lender to Prestige Industries, LLC;
   -- Stuart Brown and Daniel G. Egan of DLA Piper LLP, counsel to
a co-mezzanine lender to Prestige Industries, LLC;
   -- Mark E. Felger of Cozen O'Connor P.C., counsel to a
co-mezzanine lender to Prestige Industries, LLC;
   -- Paul R. DeFilippo of Wollmuth Maher & Deutsch LLP, counsel to
Sunrise Capital Partners;
   -- David M. Banker, Jeffrey L. Cohen and Barry Z. Bazian of
Lowenstein Sandler LLP, co-counsel to the Official Committee of
Unsecured Creditors;
   -- Thomas J. Francella, Jr., Dennis J. Shaffer and Christopher
M. Samis of Whiteford Taylor Preston, LLP, co-counsel to the
Official Committee of Unsecured Creditors; and
   -- Edward Kim, Walter Oh, Paul Huygens and Jorge Gonzalez of
Province, Inc., financial advisor to the Official Committee of
Unsecured Creditors.

                About SSG Capital Advisors, LLC

SSG Capital Advisors is an independent boutique investment bank
that assists middle-market companies and their stakeholders in
completing special situation transactions.  It provides its clients
with comprehensive investment banking services in the areas of
mergers and acquisitions, private placements, financial
restructurings, valuations, litigation and strategic advisory.  SSG
has a proven track record of closing over 300 transactions in North
America and Europe and is a leader in the industry.

                  About Prestige Industries, LLC

Prestige Industries LLC, based in North Bergen, New Jersey, filed a
Chapter 11 petition (Bankr. D. Del. Case No. 17-10186) on Jan. 30,
2017.  The petition was signed by Jonathan Fung, CEO/CFO.  The
Debtor is represented by Peter C. Hughes, Esq., at Dilworth Paxson
LLP.  The Debtor engaged SSG Advisors, LLC, as its investment
banker.  The case is assigned to Judge Kevin Gross.  The Debtor
estimated assets and debt at $10 million to $50 million at the time
of the filing.

Andrew Vara, acting U.S. Trustee for Region 3, on Feb. 10 appointed
five creditors of Prestige Industries LLC to serve on the official
committee of unsecured creditors.  The Committee hired Lowenstein
Sandler LLP as counsel, Whiteford, Taylor & Preston LLC as Delaware
and conflict counsel, Province, Inc., as financial advisor.


PSH PROPERTIES: Can Use Platinum Cash Collateral Until June 21
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
authorized, on an interim basis, PSH Properties, LLC, to use
Platinum Bank's cash collateral, consisting of the rents paid to
the Debtor by its tenants, to pay normal and ordinary expenses
incurred in continuing its operations from May 24, 2017, until the
final hearing.

The final hearing on the Debtor's request is set for June 21, 2017,
at 1:30 p.m.  Objections to the request must be filed by
June 19, 2017.

The Debtor will provide adequate protection to Platinum Bank, Aim
Bank and any other secured creditor for the use of cash collateral
on interim basis: (a) replacement liens for Platinum Bank, Aim Bank
and any other secured creditor on assets generated or acquired
postpetition from their respective collateral; (b) restricting the
use of cash collateral to the actual and necessary expenses to
preserve the collateral; (c) segregating of and an accounting for
the use of cash collateral; (d) reserving funds to pay insurance
and taxes on the collateral; and (e) providing rent rolls to
Platinum Bank and Aim Bank.

A copy of the court order is available at:

           http://bankrupt.com/misc/txnb17-50102-32.pdf

                       About PSH Properties

PSH Properties, LLC, is a small nonresidential building operator
located in Lubbock, Texas.  PSH sought protection under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Texas Case No. 17-50102) on
April 10, 2017.  The petition was signed by David Hodges, managing
member.  The case is assigned to Judge Robert L. Jones.  At the
time of the filing, the Debtor estimated its assets and liabilities
at $1 million to $10 million.


PUERTO RICO: 9-Member Official Committee of Retirees Formed
-----------------------------------------------------------
Pursuant to section 1102(a)(1) of the Bankruptcy Code, made
applicable to the proceedings by section 301 of the Puerto Rico
Oversight, Management and Economic Stability Act of 2016 or
"PROMESA", Guy G. Gebhardt, Acting United States Trustee for Region
21 hereby appoints these persons to the Official Committee of
Retirees in the Commonwealth of Puerto Rico's Title III Case:

  (1) Blanca Paniagua
  (2) Carmen Nunez
  (3) Jose Marin
  (4) Juan Ortiz
  (5) Lydia Pellot
  (6) Marcos A Lopez
  (7) Miguel Fabre
  (8) Milagros Acevedo
  (9) Rosario Pacheco

Blanca Paniagua is the president of the United Public Servants'
retirees chapter.  Servidores Publicos Unidos Council 95 of the
American Federation of State, County & Municipal Employees
("AFSCME") represents dues-paying retired members and other
retirees receiving benefits administered by the Commonwealth's
Employee Retirement System ("ERS").

Given the unique circumstances of this case, and out of respect for
the spirit of the protections afforded under the Bankruptcy Code
and Federal Rules of Bankruptcy Procedure for publicly identifiable
information, the United States Trustee sought and obtained approval
to file his notice of appointment of the Retiree Committee in the
Commonwealth's Title III Case without including the addresses,
telephone numbers, and email addresses of the individuals to be
appointed to the Retiree Committee.

To ensure compliance with Fed. R. Bankr. P. 2002(i), the United
States Trustee will provide the notices required by Fed. R. Bankr.
P. 2002(a)(2), (3) and (6) to members individually until such time
as the Retiree Committee secures counsel.

                        About Puerto Rico

Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70 billion,
a 68% debt-to-GDP ratio and negative economic growth in nine of the
last 10 years.

The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.

The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III of
2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ("PROMESA").

The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21.

U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases.

The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.

Martin J. Bienenstock, Esq., and Philip M. Abelson, Esq., of
Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges are
onboard as attorneys.

McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets Inc.
is the Board's municipal investment banker.

Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at:

           https://cases.primeclerk.com/puertorico

O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.  

                      Bondholders' Attorneys

Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin
Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group,
comprised of mutual funds managed by Oppenheimer Funds, Inc.,
Franklin Advisers, Inc., and the First Puerto Rico Family of Funds,
which collectively hold over $3.5 billion in COFINA Bonds and over
$2.9 billion in other bonds issued by Puerto Rico and other
instrumentalities, including over $1.8 billion of Puerto Rico
general obligation bonds ("GO Bonds").  

White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS
Family of Funds and the Puerto Rico Family of Funds, which hold
$613.3 million in COFINA bonds.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell,
Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam &
Lausell are co-counsel to the ad hoc group of General Obligation
Bondholders, comprised of Aurelius Capital Management, LP, Autonomy
Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual Advisers LLC,
Monarch Alternative Capital LP, Senator Investment Group LP, and
Stone Lion Capital Partners L.P.

Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are
co-counsel to the ad hoc coalition of holders of senior bonds
issued by COFINA, comprised of at least 30 institutional holders,
including Canyon Capital Advisors LLC and Varde Investment
Partners, L.P.

Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon
Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson
Kempner Capital Management LP, OZ Management, LP, and OZ Management
II LP (the QTCB Noteholder Group).


PUERTO RICO: Chief Judge Barbara Houser to Lead Mediation Team
--------------------------------------------------------------
To further the goal of the successful, consensual resolution of the
issues raised in the debt adjustment proceedings of the
Commonwealth of Puerto Rico and its instrumentalities, the U.S.
District Court for the District of Puerto Rico announced that it
has designated a team of distinguished sitting federal judges who
will be available to facilitate confidential settlement
negotiations of any and all issues and proceedings arising in the
Title III cases.

Each of these dedicated public servants has substantial judicial
and other professional experience in complex financial matters,
including insolvency proceedings, and will be designated, through
the inter-circuit assignment procedures of the Judicial Conference
of the United States, to serve as a judicial mediator as needed in
the Title III cases.

The Mediation Team is led by Chief Judge Barbara Houser of the
United States Bankruptcy Court for the Northern District of Texas.
Judge Houser is joined by Circuit Judge Thomas Ambro of the United
States Court of Appeals for the Third Circuit, Senior District
Judge Nancy Atlas of the United States District Court for the
Southern District of Texas, Bankruptcy Judge Christopher Klein of
the United States Bankruptcy Court for the Eastern District of
California, and Senior District Judge Victor Marrero of the United
States District Court for the Southern District of New York.

Judge Houser will explain the mediation process in further detail
at the Omnibus Hearing on June 28, 2017, in San Juan, Puerto Rico.
Thereafter, the Mediation Team will identify the issues to be
addressed and the sequence in which those issues will be addressed
after consulting with all interested parties and after considering
confidential mediation statements that will be requested from the
parties.  Mediation sessions will be held as necessary, and both
the participants and the mediators will be bound by
confidentiality.  Participation in mediation sessions will be
voluntary, although all interested parties will be required to
engage in good faith in preliminary discussions with
representatives of the Mediation Team and in the submission of
confidential mediation statements, which will allow the Mediation
Team to develop a list of issues to be addressed in mediation and
the sequence in which those issues will be addressed after
assessing the relative priority of the issues to a resolution of
the cases.

In order to insure the integrity of both the adjudicative process
and the mediation process, District Judge Laura Taylor Swain, as
the judge presiding over the Title III cases and related
proceedings, will not participate in the mediation process and the
mediators will not provide any information about the positions
taken by parties, or the substance of the mediation process, to the
undersigned.  The mediation process will remain confidential and
separate from, and will proceed concurrently with, the adjudication
of issues and proceedings in these Title III cases.

Any party in interest having an objection to the appointment of any
member or members of the Mediation Team must lodge such objection
confidentially, in writing, with Judge Swain via email addressed to
swaindprcorresp@nysd.uscourts.gov , no later than June 20, 2017.
Objections must not be filed on the public docket. The objection
must state the reason for the objection and provide all relevant
supporting material, if any.  Judge Swain will consider any timely
objections and submissions and will make the final appointment of
Mediation Team members prior to the June 28, 2017 Omnibus Hearing.
No objections will be shared with any member of the Mediation
Team.

Pursuant to Local Civil Rule 1(f) of the United States District
Court for the District of Puerto Rico, the Order suspends the
Court's Local Civil Rule 83J for the Title III cases and their
related adversary proceedings.

The Order was signed by District Judge Laura Taylor Swain on June
14, 2017.

                        About Puerto Rico

Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70 billion,
a 68% debt-to-GDP ratio and negative economic growth in nine of the
last 10 years.

The Commonwealth of Puerto Rico sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.  The debt restructuring petition
was filed by Puerto Rico's financial oversight board in U.S.
District Court in Puerto Rico (Case No. 17-01578) on May 3, 2017,
and was made under Title III of 2016's U.S. Congressional rescue
law known as the Puerto Rico Oversight, Management, and Economic
Stability Act ("PROMESA").

The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21.

U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases.

The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.

Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq.,
at O'Neill & Borges are onboard as attorneys.

McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets Inc.
is the Board's municipal investment banker.

Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at:

           https://cases.primeclerk.com/puertorico

O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.  

                      Bondholders' Attorneys

Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin
Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group,
comprised of mutual funds managed by Oppenheimer Funds, Inc.,
Franklin Advisers, Inc., and the First Puerto Rico Family of Funds,
which collectively hold over $3.5 billion in COFINA Bonds and over
$2.9 billion in other bonds issued by Puerto Rico and other
instrumentalities, including over $1.8 billion of Puerto Rico
general obligation bonds ("GO Bonds").  

White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS
Family of Funds and the Puerto Rico Family of Funds, which hold
$613.3 million in COFINA bonds.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell,
Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam &
Lausell are co-counsel to the ad hoc group of General Obligation
Bondholders, comprised of Aurelius Capital Management, LP, Autonomy
Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual Advisers LLC,
Monarch Alternative Capital LP, Senator Investment Group LP, and
Stone Lion Capital Partners L.P.

Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are
co-counsel to the ad hoc coalition of holders of senior bonds
issued by COFINA, comprised of at least 30 institutional holders,
including Canyon Capital Advisors LLC and Varde Investment
Partners, L.P.

Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon
Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson
Kempner Capital Management LP, OZ Management, LP, and OZ Management
II LP (the QTCB Noteholder Group).


PUERTO RICO: Official Unsecured Creditors Committee Appointed
-------------------------------------------------------------
Guy G. Gebhardt, Acting United States Trustee for Region 21, formed
a seven-member Official Committee of Unsecured Creditors in the
Commonwealth of Puerto Rico's Title III case.  The U.S. Trustee,
however, said he will not appoint an Official Committee of
Unsecured Creditors in COFINA's Title III case at this time.

Pursuant to section 1102(a)(1) of the Bankruptcy Code, made
applicable to these proceedings by section 301 of the Puerto Rico
Oversight, Management and Economic Stability Act of 2016 or
"PROMESA", the U.S. Trustee on June 15, 2017, appointed the
following to the Official Committee of Unsecured Creditors in
Commonwealth's Title III Case):

     (1) The American Federation of Teachers (AFT)
         Attention Mark Richard,
         Counsel to the President of the AFT
         555 New Jersey Ave., N.W., 11th floor
         Washington, DC 20001

     (2) Doral Financial Corporation
         C/O Drivetrain LLC
         630 Third Avenue, 21st Floor
         New York, NY 10017

     (3) Genesis Security
         5900 Ave. Isla Verde
         L-2 PMB 438
         Carolina, PR 00979

     (4) Puerto Rico Hospital Supply
         Call Box 158
         Carolina, PR 00986-0158

     (5) Service Employees International Union (SEIU)
         1800 Massachusetts Avenue N.W.
         Washington, D.C. 20036

     (6) Total Petroleum Puerto Rico Corp.
         Citi View Plaza Tower I
         48 Road 165 Oficina 803
         Guaynabo, PR 00968-8046

     (7) Unitech Engineering
         C/O Ramón Ortiz Carro
         Urb Sabanera
         40 Camino de la Cascada
         Cidra, Puerto Rico 00739

The Service Employees International Union ("SEIU") -- through two
SEIU local unions SEIU Local 1996/Sindicato Puertorriqueno de
Trabajadores, y Trabajadoras ("SPT"), and SEIU Local 1199/Union
General de Trabajadores ("UGT") -- represents 16,000 active
employees of the Commonwealth.

The ACT has opposed moves by the Oversight Board to implement
funding cuts that would close about 180 of 1,300 public schools in
the U.S. territory, furlough teachers for 40 days, and cut $450
million of subsidies to the University of Puerto Rico.  Puerto
Rico's public education system serves 379,000 students.

Doral Financial Corp has a pending suit against Puerto Rico's
treasury secretary over $889 million in tax credits.  Doral's
primary asset was a bank that shuttered in Puerto Rico in February
2015 and Doral has filed for bankruptcy to wind down its affairs.
What's left of Doral sued in December 2015 to seek a declaration
that a 2006 closing agreement meant to compensate the company for
tax overpayments was valid.

Total Petroleum, owed more than $11.5 million, was on Puerto Rico's
list of largest unsecured creditors.

                        About Puerto Rico

Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70 billion,
a 68% debt-to-GDP ratio and negative economic growth in nine of the
last 10 years.

The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.

The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III of
2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ("PROMESA").

The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21.

U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases.

The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.

Martin J. Bienenstock, Esq., and Philip M. Abelson, Esq., of
Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges are
onboard as attorneys.

McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets Inc.
is the Board's municipal investment banker.

Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at:

           https://cases.primeclerk.com/puertorico

O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.  

                      Bondholders' Attorneys

Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin
Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group,
comprised of mutual funds managed by Oppenheimer Funds, Inc.,
Franklin Advisers, Inc., and the First Puerto Rico Family of Funds,
which collectively hold over $3.5 billion in COFINA Bonds and over
$2.9 billion in other bonds issued by Puerto Rico and other
instrumentalities, including over $1.8 billion of Puerto Rico
general obligation bonds ("GO Bonds").  

White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS
Family of Funds and the Puerto Rico Family of Funds, which hold
$613.3 million in COFINA bonds.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell,
Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam &
Lausell are co-counsel to the ad hoc group of General Obligation
Bondholders, comprised of Aurelius Capital Management, LP, Autonomy
Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual Advisers LLC,
Monarch Alternative Capital LP, Senator Investment Group LP, and
Stone Lion Capital Partners L.P.

Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are
co-counsel to the ad hoc coalition of holders of senior bonds
issued by COFINA, comprised of at least 30 institutional holders,
including Canyon Capital Advisors LLC and Varde Investment
Partners, L.P.

Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon
Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson
Kempner Capital Management LP, OZ Management, LP, and OZ Management
II LP (the QTCB Noteholder Group).


PUERTO RICO: Oversight Board Ordered to Explain Epiq Hiring
-----------------------------------------------------------
U.S. District Judge Laura Taylor Swain, who is overseeing the Title
III cases of The Commonwealth of Puerto Rico, et al., entered an
order on June 1, 2017, authorizing the employment and payment of
Prime Clerk LLC as solicitation, notice and claims agent to the
Commonwealth of Puerto Rico and the Puerto Rico Sales Tax Financing
Corporation ("COFINA").

On June 9, 2017, the Financial Oversight and Management Board for
Puerto Rico, as representative of the Debtors, filed a motion
seeking to employ Epiq Bankruptcy Solutions, LLC, as service agent
in the Title III cases of (i) Employees Retirement System of the
Government of the Commonwealth of Puerto Rico ("ERS") and (ii)
Puerto Rico Highways and Transportation Authority ("HTA").

Judge Swain on June 13 entered an order directing the Board to file
a supplemental affidavit no later than 12:00 p.m. (prevailing
Eastern Time) on Friday, June 16, explaining the reasons why the
Board believes it is necessary to retain Epiq, while simultaneously
retaining Prime Clerk.

In the application filed June 9, 2017, the Oversight Board said it
intends to hire Epiq Bankruptcy Solutions as the official service
agent in the HTA/ERS Title III Cases in order to expedite the
process of serving relevant parties with motions, responses,
notices, complaints, and other pleadings filed in such cases.

As the Service Agent for the HTA/ERS Title III Cases, pursuant to
the Engagement Agreement, Epiq will, to the extent requested by the
Oversight Board and the Debtors:

   (a) serve required notices and documents in the HTA/ERS Title
III Cases in accordance with PROMESA, the Bankruptcy Code, and the
Bankruptcy Rules, as applicable, in the form and manner directed by
the Oversight Board, the Debtors, and/or the Court, including, if
applicable, serving notice in the HTA/ERS Title III cases of (i)
the commencement of such cases, (ii) any claims bar date, (iii)
transfers of claims, (iv) objections to claims and objections to
transfers of claims, (v) any hearings on a disclosure statement and
confirmation of the Debtors' plans of adjustment, including under
Bankruptcy Rule 3017(d), (vi) the effective date of any confirmed
plan of adjustment, and (vii) all other orders, pleadings,
publications, and other documents as the Oversight Board, the
Debtors, and/or the Court may deem necessary or appropriate for an
orderly administration of the HTA/ERS Title III Cases.

   (b) prepare and file or cause to be filed with the Clerk an
affidavit or certificate of service for all notices, motions,
orders, other pleadings, or documents served within three business
days of service that 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.

   (c) (i) prepare and maintain a list of all potential creditors
and other parties in interest in the HTA/ERS Title III Cases; (ii)
to the extent not already maintained by any other agent, maintain a
"core" mailing list in the HTA/ERS Title III Cases consisting of
all parties in the described in Bankruptcy Rule 2002(i), (j), and
(k) and those parties that have filed a notice of appearance
under Bankruptcy Rule 9010; and (iii) update and make available the
foregoing lists upon request by a party in interest or the Clerk.

   (d) identify and correct any incomplete or incorrect addresses
in any mailing or service lists.

   (e) to the extent not already furnished by another agent,
furnish a notice to all potential creditors in the HTA/ERS Title
III Cases 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 Debtors' 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.

   (f) monitor the Court's docket for all notices of appearance,
address changes, and claims-related pleadings and orders filed in
the HTA/ERS Title III Cases and make necessary notations on and/or
changes to any service or mailing lists for the HTA/ERS Title III
Cases, including to identify and eliminate duplicative names and
addresses from such lists.

   (g) assist in the dissemination of information to the public and
respond to requests for administrative information regarding the
HTA/ERS Title III Cases as directed by the Oversight Board, the
Debtors, or the Court.

   (h) 30 days before the close of the HTA/ERS Title III Cases, to
the extent practicable, request that the Oversight Board, on behalf
of the Debtors, submit to the Court a proposed order dismissing
Epiq as Service Agent and terminating its services in such capacity
upon completion of its duties and
responsibilities and upon the closing of the HTA/ERS Title III
Cases.

   (i) provide other services described in the Engagement Agreement
as may be requested from time to time by the Debtors, the Oversight
Board, the Court, or the Clerk.

Epiq has agreed to be employed by the Debtors conditioned upon its
ability to work under its customary terms and conditions of
employment, including the proposed compensation arrangements set
forth in the Engagement Agreement (the "Rate Structure"):

                      PRICING SCHEDULE

Professional Fee Hourly Rates

    Title                                     Rates
    -----                                     -----
Clerical/Administrative Support          $20.00 – $40.00
IT / Programming                         $45.00 – $80.00
Case Managers                            $50.00 – $140.00
Consultants/ Directors/Vice Presidents  $120.00 – $170.00
Solicitation Consultant                      $165.00
Executive Vice President, Solicitation       $195.00
Director, Hilsoft Notifications               Quoted
Other Executives                            No Charge
Communication Consultant                      Quoted

Claims And Noticing Rates

Printing                                $0.07 per image
Personalization / Labels                    NO CHARGE
Envelopes                              At preferred rates
Postage / Overnight Delivery           At preferred rates
E-Mail Noticing                              Waived
Fax Noticing                             $0.04 per page
Claim Acknowledgement Letter             $0.05 per letter
Publication Noticing                         Quoted

Data Management Rates

Data Storage, Maintenance & Security   $0.05 per record/month
Electronic Imaging                     No charge per image
Website Hosting Fee                        NO CHARGE
CD- ROM (Mass Document Storage)           $5.00 per CD

On-Line Claim Filing Services

On-Line Claim Filing                       NO CHARGE

Call Center Rates

Standard Call Center Setup                 NO CHARGE
Call Center Operator                    $35- $55 per hour
Voice Recorded Message                  No charge until June 30,  
                                         2017, and then at cost
                                         thereafter

Other Services Rates

Translation Services                    At preferred rates
Virtual Data Room
-- Confidential On-Line Workspace          Quoted
Depositions/Court Reporting                 Quoted
eDiscovery                                  Quoted
Disbursements -- Check and/or Form 1099     Quoted
Disbursements -- Record to Transfer Agent   Quoted

In addition, the Debtors have agreed to pay Epiq a $25,000 retainer
that may be held by Epiq as security for the Debtors' payment
obligations under the Engagement Agreement.

A copy of the Application is available at:

      http://bankrupt.com/misc/PR_299_App_Epiq.pdf

                        About Puerto Rico

Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70 billion,
a 68% debt-to-GDP ratio and negative economic growth in nine of the
last 10 years.

The Commonwealth of Puerto Rico sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.  The debt restructuring petition
was filed by Puerto Rico's financial oversight board in U.S.
District Court in Puerto Rico (Case No. 17-01578) on May 3, 2017,
and was made under Title III of 2016's U.S. Congressional rescue
law known as the Puerto Rico Oversight, Management, and Economic
Stability Act ("PROMESA").

The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21.

U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases.

The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.

Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq.,
at O'Neill & Borges are onboard as attorneys.

McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets Inc.
is the Board's municipal investment banker.

Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at:

           https://cases.primeclerk.com/puertorico

O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.  

                      Bondholders' Attorneys

Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin
Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group,
comprised of mutual funds managed by Oppenheimer Funds, Inc.,
Franklin Advisers, Inc., and the First Puerto Rico Family of Funds,
which collectively hold over $3.5 billion in COFINA Bonds and over
$2.9 billion in other bonds issued by Puerto Rico and other
instrumentalities, including over $1.8 billion of Puerto Rico
general obligation bonds ("GO Bonds").  

White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS
Family of Funds and the Puerto Rico Family of Funds, which hold
$613.3 million in COFINA bonds.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell,
Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam &
Lausell are co-counsel to the ad hoc group of General Obligation
Bondholders, comprised of Aurelius Capital Management, LP, Autonomy
Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual Advisers LLC,
Monarch Alternative Capital LP, Senator Investment Group LP, and
Stone Lion Capital Partners L.P.

Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are
co-counsel to the ad hoc coalition of holders of senior bonds
issued by COFINA, comprised of at least 30 institutional holders,
including Canyon Capital Advisors LLC and Varde Investment
Partners, L.P.

Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon
Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson
Kempner Capital Management LP, OZ Management, LP, and OZ Management
II LP (the QTCB Noteholder Group).


PUERTO RICO: Proposes Nancy B. Rapoport as Fee Examiner
-------------------------------------------------------
The Commonwealth of Puerto Rico, et al., by and through the
Financial Oversight and Management Board for Puerto Rico (the
"Oversight Board"), filed a motion for approval to form a fee
committee and appoint Professor Nancy B. Rapoport as fee examiner
in order to establish an orderly process for the payment of fees
and reimbursement of expenses for professionals.

Martin J. Bienenstock, Esq., at Proskauer Rose LLP, explains that
the Debtors and the Oversight Board have retained professionals in
connection with the Title III Cases.  Unlike in cases commenced
under the Bankruptcy Code, professionals retained by the Title III
Debtors and the Oversight Board do not require court authorization
for retention.  Those professionals, however, do need to apply to
the Court for approval of compensation and reimbursement of
expenses under PROMESA section 316 for services and disbursements
the professionals provide to prosecute the Title III Cases.

In the ordinary course of business, the Title III Debtors employ
hundreds of professionals that provide services to the Debtors
relating to issues that directly impact the Debtors' day-to-day
operations, including specialized legal services, accounting
services, and tax services.

Accordingly, the Debtors' procedures will not apply to
professionals who are not performing any legal, financial, or
operational restructuring services for a Title III Debtor,
including, for the avoidance of doubt, professionals performing
services related to the preparation of audited financial
statements.

Given the size and complexity of the Title III Cases, the Debtors
propose the appointment of a Fee Committee.  The Debtors propose
that the Fee Committee should consist of five members: (i)
one member appointed by the Oversight Board and representative of
the Debtors, (ii) one member appointed by AAFAF and representative
of the Debtor entities, (iii) one member appointed by the UCC, (iv)
one member appointed by the U.S. Trustee, and (v) the fee examiner.


No retained professional may serve on the Fee Committee in any
capacity.

The fee examiner, a member representing the U.S. Trustee, and a
member representing the UCC each have one vote on all Fee Committee
matters. All other members each have one-half vote on all Fee
Committee matters.  The Fee Committee must make all decisions by
majority vote.  In the event of a tie, the vote of the fee examiner
controls.

                        The Fee Examiner

The fee examiner serves as Chairperson of the Fee Committee and is
responsible for, among other things, (a) scheduling meetings; (b)
overseeing collection, distribution, and review of monthly invoices
and applications; (c) overseeing collection, distribution, and
review of other information needed by the Fee Committee; and (d)
filing and serving reports and recommendations concerning
applications.

The fee examiner must be a natural person who does not work for or
represent any of the professionals whose fees are examined.  

Professor Nancy B. Rapoport has served as fee examiner in many
large reorganization cases.  She is Special Counsel to the
President of the University of Nevada, Las Vegas.  She is also the
Garman Turner Gordon Professor of Law at the William S. Boyd School
of Law, University of Nevada, Las Vegas, and is an Affiliate
Professor of Business Law and Ethics in the Lee Business School at
UNLV. After receiving her B.A., summa cum laude, from Rice
University in 1982 and her J.D. from Stanford Law School in 1985,
she clerked for the Honorable Joseph T. Sneed III on the United
States Court of Appeals for the Ninth Circuit and then practiced
law (primarily bankruptcy law) with Morrison & Foerster in San
Francisco from 1986-1991.  She started her academic career at The
Ohio State University College of Law in 1991, and she moved from
Assistant Professor to Associate Professor with tenure in 1995 to
Associate Dean for Student Affairs (1996) and Professor (1998)
(just as she left Ohio State to become Dean and Professor of Law at
the University of Nebraska College of Law).  She served as Dean of
the University of Nebraska College of Law from 1998-2000.  She then
served as Dean and Professor of Law at the University of Houston
Law Center from July 2000-May 2006 and as Professor of Law from
June 2006-June 2007, when she left to join the faculty at Boyd. She
served as Interim Dean of Boyd from 2012-2013, as Senior examiner
position becomes vacant, all the remaining Fee Committee members
must promptly agree on a successor by majority vote and must
promptly move the court to approve the successor.

To the best of Debtors' knowledge, Professor Rapoport has no
connection with the Court or the U.S. Trustee which would render
approval of the appointment improper.

The fee examiner will be entitled to reasonable compensation,
including reimbursement of reasonable, actual, and necessary
expenses, from the Debtors.

Ms. Rapoport's current monthly rate for fee review work is $20,000,
and her current hourly rate is $875 per hour.  

In addition, Ms. Rapoport intends to affiliate these independent
contractors:

   * David Schnell-Davis, internal database manager and fee
     reviewer: $60 per hour.

   * Michael Van Luven, fee reviewer and second-in-command:
     $60 per hour.

   * Gabrielle Angle, fee reviewer: $50 per hour.

   * Veronica Fink, fee reviewer: $50 per hour.

   * Legal Decoder, automated invoice review technology and data
     analytics/ fee benchmarking provider: flat rate of $35,000
     per month, plus $300 per hour for testimony and in-person
     meetings and preparation for testimony and in-person
     meetings (travel time billed at 50% of hourly rate).

Ms. Rapoport can be reached at:

        NANCY B. RAPOPORT
        530 Farrington Court
        Las Vegas, NV 89123
        Tel: (713) 202-1881
        E-mail: owlnbr@gmail.com

             - and -

        NANCY B. RAPOPORT
        University of Nevada, Las Vegas
        530 Farrington Court
        Box 451002
        Las Vegas, NV 89123-0622
        4505 S. Maryland Parkway
        Las Vegas, NV 89154-1002
        Cell: (713) 202-1881
        Office: 702-895-3303
        Office fax: 702-895-2799
        E-mail: nancy.rapoport@unlv.edu

                        Fee Committee

The Fee Committee, along with the fee examiner, will, among other
things, review and report on, as appropriate, Monthly Fee
Statements and all Interim Fee Applications and final fee
applications for compensation and reimbursement of expenses filed
by retained Professionals and in accordance with the Interim
Compensation Procedures and other procedures.

The Fee Committee is responsible for monitoring, reviewing, and
assessing all monthly invoices and all applications for compliance
with: a. The Motion; b. PROMESA sections 316 and 317; c. Rule
2016(a) of the Federal Rules of Bankruptcy Procedure; d. The Local
Rules; and e. The U.S. Trustee Guidelines.

The Fee Committee is not a party in interest under Sec. 1109 of the
Bankruptcy Code and, unless the Court orders otherwise, may not
appear in Court or be heard on any matter.

The Fee Committee is not authorized to retain counsel or any other
professional, except that the fee examiner may employ persons to
provide non-legal administrative assistance necessary to fulfill
the fee examiner's duties.  The fee examiner may seek reimbursement
from the Debtors for that expense.  Requests for reimbursement must
be made by application to the Court and are subject to Court
approval under the same standards that apply to retained
professionals under PROMESA section 316.

The Oversight Board, the Government, the UCC, and the U.S. Trustee
may change their Fee Committee members without order of Court.  If
a position on the Fee Committee other than the fee examiner's
position becomes vacant, the party represented must promptly
designate a successor.

No member other than the fee examiner will be entitled to
compensation from the Debtors for service on the Fee Committee. Fee
Committee members other than the member representing the U.S.
Trustee may be entitled to reimbursement from the Debtors for
reasonable, actual, and necessary expenses incurred in their
service on the Fee Committee, including travel and lodging expenses
for attendance at Fee Committee meetings. Requests for
reimbursement of expenses must be made by application to the court
under the same standards that apply to retained professionals.

                  Interim Compensation Procedures

The Debtors propose that the Professionals be permitted to seek
interim payment of compensation and reimbursement of expenses in
accordance with these procedures:

   -- On or before the 25th day of each calendar month, or as soon
as practicable thereafter, each Professional may serve a statement
(a "Monthly Fee Statement") of compensation for services rendered
and reimbursement of expenses incurred during any preceding month
or months, by overnight mail, on each of the following entities
(collectively, the "Notice Parties"):

        i. attorneys for the Oversight Board, Proskauer Rose LLP,
Eleven Times Square, New York, NY 10036, Attn: Martin J.
Bienenstock, Esq. and Ehud Barak, Esq., and Proskauer Rose LLP, 70
West Madison Street, Chicago, IL 60602, Attn: Paul V. Possinger,
Esq.;

        ii. attorneys for the Oversight Board, O'Neill & Borges
LLC, 250 Munoz Rivera Ave., Suite 800, San Juan, PR 00918, Attn:
Hermann D. Bauer, Esq.;

       iii. attorneys for the Puerto Rico Fiscal Agency and
Financial Advisory Authority, O'Melveny & Myers LLP, Times Square
Tower, 7 Times Square, New York, NY 10036, Attn: John J. Rapisardi,
Esq., Suzzanne Uhland, Esq., and Diana M. Perez, Esq.;

        iv. the Office of the United States Trustee for the
District of Puerto Rico, Edificio Ochoa, 500 Tanca Street, Suite
301, San Juan, PR 00901 (re: In re: Commonwealth of Puerto Rico);

         v. attorneys for each statutory committee; and

        vi. the Fee Committee.

   -- each Notice Party may file and serve upon the Professional
      that filed the Monthly Fee Statement and the other Notice
      Parties, so as to be received on or before 4:00 p.m.
      (Atlantic Standard Time) on the 20th day (or the next
      business day if such day is not a business day) following
      service of the Monthly Fee Statement any objection to the
      requested fees and expenses.  Upon expiration of the
      Objection Deadline, the Debtors shall promptly pay the
      Professional an amount equal to the lesser of (i) 80% of
      the fees and 100% of the expenses requested in the
      applicable Monthly Fee Statement (the "Maximum Monthly
      Payment") and (ii) the Maximum Monthly Payment less the
      portion thereof subject to an objection (the "Incremental
      Amount").

   -- Consistent with PROMESA section 317, at four-month
      intervals or such other intervals convenient to the Court,
      each of the Professionals may file with the Court and serve
      on the Notice Parties an application for interim Court
      approval and allowance of the payment of compensation and
      reimbursement of expenses sought by such Professional in
      its Monthly Fee Statements, including any holdback, filed
      during the Interim Fee Period, pursuant to PROMESA section
      317. Each Interim Fee Application must include a brief
      description identifying the following:

           i. the Monthly Fee Statements subject to the request;

          ii. the amount of fees and expenses requested;

         iii. the amount of fees and expenses paid to date or
              subject to an Objection;

          iv. the deadline for parties other than the Notice
              Parties to file objections to the Interim Fee
              Application; and

           v. any other information requested by the Court or
              required by the Local Rules.

   -- Objections, if any, to the Interim Fee Applications shall
      be filed and served upon the Professional that filed the
      Interim Fee Application and the other Notice Parties so as
      to be received on or before the 20th day (or the next
      business day if such day is not a business day) following
      service of the applicable Interim Fee Application.

   -- The first Interim Fee Period will cover the month in which
      the Petition Date of the Commonwealth's Title III Case
      occurred and the three full months immediately following
      such month. Accordingly, the first Interim Fee Period will
      cover May 3, 2017, through August 31, 2017. Each
      Professional must file and serve its first Interim Fee
      Application Request on or before the 30th day following the
      end of the first Interim Fee Period.

                        About Puerto Rico

Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70 billion,
a 68% debt-to-GDP ratio and negative economic growth in nine of the
last 10 years.

The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.

The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III of
2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ("PROMESA").

The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21.

U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases.

The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.

Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at
O'Neill & Borges are onboard as attorneys.

McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets Inc.
is the Board's municipal investment banker.

Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at:

           https://cases.primeclerk.com/puertorico

O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.  

                      Bondholders' Attorneys

Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin
Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group,
comprised of mutual funds managed by Oppenheimer Funds, Inc.,
Franklin Advisers, Inc., and the First Puerto Rico Family of Funds,
which collectively hold over $3.5 billion in COFINA Bonds and over
$2.9 billion in other bonds issued by Puerto Rico and other
instrumentalities, including over $1.8 billion of Puerto Rico
general obligation bonds ("GO Bonds").  

White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS
Family of Funds and the Puerto Rico Family of Funds, which hold
$613.3 million in COFINA bonds.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell,
Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam &
Lausell are co-counsel to the ad hoc group of General Obligation
Bondholders, comprised of Aurelius Capital Management, LP, Autonomy
Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual Advisers LLC,
Monarch Alternative Capital LP, Senator Investment Group LP, and
Stone Lion Capital Partners L.P.

Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are
co-counsel to the ad hoc coalition of holders of senior bonds
issued by COFINA, comprised of at least 30 institutional holders,
including Canyon Capital Advisors LLC and Varde Investment
Partners, L.P.

Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon
Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson
Kempner Capital Management LP, OZ Management, LP, and OZ Management
II LP (the QTCB Noteholder Group).


QUALITY CARE: S&P Lowers CCR to 'B', Remains on Watch Negative
--------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Bethesda,
Md.-based Quality Care Properties Inc. (QCP) and its wholly owned
subsidiaries, SNF West Sub-REIT, SNF Central Sub-REIT, SNF East
Sub-REIT, and AL Sub-REIT to 'B' from 'B+'.  The ratings remain on
CreditWatch with negative implications.

At the same time, S&P lowered its issue-level ratings on the
first-lien credit facility to 'BB-' from 'BB'.  The recovery rating
is '1', indicating S&P's expectation for very high recovery (90% to
100%; rounded estimate: 95%) in the event of default.  S&P also
lowered the issue-level rating on the second-lien notes to 'B+'
from 'BB-'.  The recovery rating is '2', indicating S&P's
expectation for substantial recovery (70% to 90%; rounded estimate:
80%) recovery.

"The downgrade reflects our view that rent payments from QCP's
largest tenant HCR III LLC could be substantially lower than our
previous expectations, which we expect to result in further
strained credit protection measures as well as potential liquidity
pressure," said S&P Global Ratings' credit analyst, Sarah F
Sherman.  HCR is currently in technical default under its term loan
and its lenders have accelerated repayment on the loans.  In
addition, HCR defaulted on its lease agreement and also breached
the forbearance rent agreement with QCP.  QCP received $15 million
from HCR ManorCare on June 2, 2017, rather than the full
$32 million in rent required to be paid on June 1 under the terms
of the forbearance agreement.  While QCP has not consented to the
$15 million payment, S&P projects rental payments under a potential
bankruptcy at HCR could remain low for an extended period of time.
S&P views the $15 million monthly rent payment as unsustainable and
insufficient to meet QCP's required debt service covenants.

S&P intends to resolve the CreditWatch once it gains clarity on the
company's strategic options which S&P anticipates will take place
in July.  At that time, S&P will assess how future prospects are
for QCP, including the risk of taking over operating assets from
HCR and becoming more of an owner operator.


REO HOLDINGS: Trustee Taps Bob Parks as Auctioneer
--------------------------------------------------
The Chapter 11 trustee for Reo Holdings, LLC seeks approval from
the U.S. Bankruptcy Court for the Middle District of Tennessee to
hire a real estate agent and auctioneer.

Eva Lemeh, the court-appointed trustee, proposes to hire Bob Parks
Auction Company/Realty in connection with the sale of its
properties located in Nashville, Hermitage, and Ashland City,
Tennessee.

If the properties are auctioned, Bob Parks will receive a
commission upon the transmittal by the firm of the sale proceeds to
the trustee.  The firm will get a commission of 10% of gross
proceeds for real property and vehicles; or 25% of the first
$40,000 of gross proceeds for other personal property and 15%
thereafter.  No expenses will be reimbursed.

Meanwhile, if the properties are sold by Bob Parks as a real estate
agent, the firm will be compensated in accordance with the
provisions of Local Rule 6004-1. The trustee will pay the
commission immediately upon turnover of the proceeds by the firm.
Bob Parks will make application for reimbursement of any expenses.

Bob Parks does not hold any interest adverse to the bankruptcy
estates of REO Holdings and its affiliates, according to court
filings.

The firm can be reached through:

     Mimi C. Genet
     Bob Parks Auction Company/Realty
     1535 W. Northfield Boulevard
     Murfreesboro, TN 37129

                      About Reo Holdings LLC

REO Holdings, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
W.D. Tenn. Case No. 16-10414) on Feb. 29, 2016. The Debtor is
represented by Thomas Harold Strawn Jr., Esq.

On May 6, 2016, the case was transferred to the U.S. Bankruptcy
Court for the Middle District of Tennessee.

On July 29, 2016, the bankruptcy court ordered the appointment of
Eva M. Lemeh as trustee.  The trustee hired Manier & Herod, P.C. as
special counsel; and Alexander Thompson Arnold PLLC as accountant.

On February 29, 2016, Charles E. Walker, who owns a 50% interest in
the Debtor, filed a voluntary petition for relief under Chapter 11
with the U.S. Bankruptcy Court for the Western District of
Tennessee (Case No. 16-10413.  On May 6, 2016, the case was
transferred to the U.S. Bankruptcy Court for the Middle District of
Tennessee.  On August 1, 2016, John C. McLemore was appointed to
serve as the Chapter 11 trustee for Mr. Walker.


REX ENERGY: Regains Compliance With NASDAQ Bid Price Rule
---------------------------------------------------------
NASDAQ has informed Rex Energy Corporation that the Company
regained compliance with NASDAQ's Listing Rule 5550(a)(2) (which
requires the closing bid price of the Company's common stock to be
at or greater than $1.00 for a specified period of time, in this
case 10 trading days) as of May 30, 2017, according to a Form 8-K
report filed with the Securities and Exchange Commission.

                       About Rex Energy

Headquartered in State College, Pennsylvania, Rex Energy is an
independent oil and gas exploration and production company with its
core operations in the Appalachian Basin.  The Company's strategy
is to pursue its higher potential exploration drilling prospects
while acquiring oil and natural gas properties complementary to its
portfolio.

Rex Energy reported a net loss of $176.7 million on $139.0 million
of total operating revenue for the year ended Dec. 31, 2016,
compared to a net loss of $361.0 million on $138.7 million of total
operating revenue for the year ended Dec. 31, 2015.  As of Dec. 31,
2016, Rex Energy had $893.9 million in total assets, $883.7 million
in total liabilities and $10.22 million in total stockholders'
equity.

                          *     *     *

As reported by the TCR on April 6, 2016, Standard & Poor's Ratings
Services said that it lowered its corporate credit rating on Rex
Energy Corp. to 'SD' from 'CC'.  "The downgrade follows Rex's
announcement that it has closed an exchange offer to existing
holders of its 8.875% and 6.25% senior unsecured notes for a new
issue of 8% senior secured second-lien notes due 2020 (not rated)
and shares of common equity," said Standard & Poor's credit analyst
Aaron McLean.


ROOT9B HOLDINGS: Cybersecurity Market to Reach $170B by 2020
------------------------------------------------------------
root9B Holdings, Inc., furnished to the Securities and Exchange
Commission a copy of a presentation about the Company and its
products, which may be presented from time to time by the Company
at various investor and analyst meetings, including at the LD Micro
Invitational on June 7, 2017.

Root9B morphed from IT services and staffing company to
cybersecurity and regulatory risk in 2015.  Headquartered in
Colorado Springs, Colorado, the Company employs over 90 people.
Its customers include US Cyber Command, US Air Force, DARPA and a
wide range of commercial businesses.

"The global cybersecurity solutions market is $75 billion today and
is forecast to be nearly $170 billion by 2020," the Company stated
in the Presentation citing a report from the Bank of America
Merrill Lynch dated September 2015.  According to the data from the
Centre for Cybersecurity and Education dated February 2017, the
world will face a shortfall of 1.8 million cybersecurity workers by
2022.

Industry challenges include:

  * Automated cybersecurity solutions complicate the network
    environment and create a diverse and porous attack surface
    for the adversary

  * Multiple product layers create a greater challenge for
    those tasked with protecting large networks and global
    enterprise

  * The commercial sector is not staffed or equipped to
    provide the level of security and service required to
    prevent a breach

  * Endpoint and network security solutions are susceptible
    to adversary reverse engineering which take advantage
    of product features, functions, and weakness.

Root9B's solutions are:

  * Instant return on investment to clients' deployed
    automated solutions

  * Provides a manned information and agentless active
    adversary pursuit approach to each clients' network

  * Leverages threat intelligence and client sensor data to
    detect existing breaches and/or prevent future compromises

  * Scalable hardware, software Cybersecurity-as-a-Service
    solutions tailored to client requirements

  * ORION and Treat Intelligence, integrated with automated
    technology and telemetry data, defeats the adversary's
    freedom of action in the clients' network.

The Company also reported recent developments including the entry
into a strategic partnership with The Chertoff Group and the
joining of General (Ret.) Michael Hayden to Root9B's Advisory
Board.

As of Dec. 31, 2016, Root9B had 6.1 million common shares
outstanding and 10.2 million fully diluted.

A copy of the presentation is available for free at:

                      https://is.gd/Yj85lU

                          About Root9B

root9B Holdings, Inc. (OTCQB: RTNB) --
http://www.root9bholdings.com/-- is a provider of Cybersecurity
and Regulatory Risk Mitigation Services.  Through its wholly owned
subsidiaries root9B and IPSA International, the Company delivers
results that improve productivity, mitigate risk and maximize
profits.  Its clients range in size from Fortune 100 companies to
mid-sized and owner-managed businesses across a broad range of
industries including local, state and government agencies.

Root9B Technologies, Inc., changed its name to root9B Holdings
effective Dec. 5, 2016, and relocated its corporate headquarters
from Charlotte, NC to the current headquarters of root9B, its
wholly owned cybersecurity subsidiary, in Colorado Springs, CO.

root9B reported a net loss of $30.49 million on $10.24 million of
net revenue for the year ended Dec. 31, 2016, compared with a net
loss of $8.33 million on $11.16 million of net revenue for the year
ended Dec. 31, 2015.  

As of Dec. 31, 2016, root9B Holdings disclosed $19.74 million in
total assets, $15.67 million in total liabilities, and
stockholders' equity of $4.06 million.

Cherry Bekaert LLP issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
citing that the Company has suffered recurring losses from
operations and has negative operating cash flows and will require
additional financing to fund the continued operations.  The
availability of such financing cannot be assured.  These conditions
raise substantial doubt about its ability to continue as a going
concern, the auditors noted.


RV COLLISION: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of RV Collision and Restoration
LLC as of June 12, according to a court docket.

               About RV Collision and Restoration

RV Collision and Restoration, LLC, filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 17-01590) on March 13, 2017, listing
under $1 million in both assets and liabilities.  Tyler S. Van
Voorhees Law, LLC represents the Debtor as bankruptcy counsel.


SE PROFESSIONALS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: SE Professionals, S.C.
           d/b/a Premier Vision
        840 W. Blackhawk St., Apt. 413
        Chicago, IL 60642

Business Description: Health Care Business (as defined in 11
                      U.S.C. Section 101(27A))

Chapter 11 Petition Date: June 14, 2017

Case No.: 17-18113

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

Judge: Hon. Donald R Cassling

Debtor's Counsel: Arthur G Simon, 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: asimon@craneheyman.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by King D. Aymond, M.D., president.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb17-18113.pdf


SER-JOBS FOR PROGRESS: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Ser-Jobs For Progress, Inc., as
of June 13, according to a court docket.

                 About Ser-Jobs For Progress, Inc.

Ser-Jobs For Progress, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 17-14693) on April 14, 2017.  Drew M.
Dillworth, Esq., at Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A., serves as bankruptcy counsel.

The Debtor's assets and liabilities are both below $1 million.


SHADRACH MESHACH: Roots Buying Target Assets for $775K
------------------------------------------------------
Shadrach, Meshach & Abednego, Inc., asks the U.S. Bankruptcy Court
for the Northern District of Alabama to authorize the sale of
substantially all operating assets to Roots Multiclean, Ltd., for
$775,000.

The Debtor's bankruptcy filing has been precipitated by a variety
of factors that have led to a deterioration of its business.  It
was slow to generate profits at start-up due to development costs
of the engineering, software, patents, and trademarks.
Furthermore, the Debtor had to build up its presence in the market
through costly advertising at trade shows and such.  The Debtor was
eventually able to grow sales to just under eight million dollars.


Prior to its bankruptcy filing, the Debtor negotiated an Asset
Purchase and Sale Agreement with Roots to purchase the Target
Assets of the Debtor.  The Offer from Roots has been the best offer
presented to Debtor for the Target Assets.  Moreover, the Debtor
has spent over eight months negotiating the sale of the Target
Assets.  It is satisfied that its efforts have resulted in the
highest price available for the Target Assets.

The Offer from Roots is to purchase the intellectual property,
domains, and fixed asset inventory ("Target Assets") described in
the Offer and the goodwill for the sum of $775,000, free and clear
of all liens, claims, interests, and encumbrances.  The $775,000 is
to be paid at closing as follows: (i) Roots will pay on the
Debtor's behalf the sum of $675,000 in cash at closing; (ii) the
remaining $100,000 will be held in escrow for a period of 24 months
from the date of the closing and be applied to indemnity
obligations of Seller owed to Buyer relating to claims that arise
during the Seller's operation of its business or relating to a
breach of the Offer, if any.  At the conclusion of the 24 months,
the escrowed funds will be paid to the Debtor's bankruptcy estate,
or as otherwise provided by its plan of reorganization, or as
ordered by the Court.  In addition to the payment of the $775,000,
Roots will pay the Debtor's estate 5% of the net profits from its
operation of the "Victory Division" for a period of three years.
This payment will be made to the Debtor's estate on an annual
basis.

The obligation of Roots to proceed with the purchase of the Target
Assets is subject to those contingencies contained in the Offer.
In addition to obtaining the approval of the Bankruptcy Court, the
Offer provides that the Court must allow Roots to pay, from the
sale proceeds, those creditors shown in the Offer.  The Debtor
acknowledges that this provision is unusual in the sale of this
type, however, Roots is acquiring the goodwill of "Victory
Sweepers" along with the Target Assets.  

Roots has informed the Debtor that, in order for it to proceed with
the Purchase, the debts shown in the Offer must be paid from the
purchase price or it believes the goodwill of "Victory Sweepers"
will be substantially damaged.  Hence, the Debtor is prepared to
show that (i) Roots is the only party which has submitted a bid to
purchase the Target Assets; (ii) that the non-payment of the debts
shown on Exhibit B will impact the value of the goodwill of
"Victory Sweepers"; (iii) that in the event that the goodwill of
"Victory Sweepers" is materially damaged then Roots will not
proceed with the offer; and (iv) that the liquidation of the Target
Assets is likely to result in substantially less money being paid
for the Target Assets.  One additional contingency is that Roots
asks to enter into an employment agreement with Mark Schwarze who
was the principal of Victory Sweepers.  The scope of Mr. Schwarze's
duties will be in sales and marketing.

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

         http://bankrupt.com/misc/Shadrach_Meshach_11_Sales.pdf

The Debtor asks the Court to approve the sale of the Target Assets
to the Buyer.  If however, upon filing the Motion the Debtor
receives a qualified offer from a third party which exceeds the
Offer by more than $10,000, the Debtor reserves the right to amend
the Motion and asks authority to sell the Target Assets via
auction.  In such event, the Debtor will also submit bidding
procedures to govern the auction and sale of the Target Assets.  If
the bidding procedures are approved, the Debtor will conduct an
auction at which time Debtor will offer the Target Assets for sale
in accordance with the bidding procedures.

Attorneys for Roots Multiclean:

        Michael K. Wisner
        D. Ashley Jones
        Chad W. Ayres
        WILMER & LEE, P.A.
        100 Washington Street Northeast
        Huntsville, AL 35801
        E-mail:  mwisner@wilmerlee.com
                cayres@wilmerlee.com

               About Shadrach, Meshach & Abednego

Formerly known as Victory Sweepers, Inc., Shadrach, Meshach &
Abednego, Inc. is an industrial vacuum equipment supplier in
Madison, Alabama.  Founded in 2006 by Mark Schwarze, the company is
primarily in the sweeper manufacturing business.  Its first
product, introduced in 2007, was a twin-engine parking area sweeper
dubbed the 'Mark II.'

Shadrach, Meshach & Abednego sought Chapter 11 protection (Bankr.
N.D. Ala. Case No. 17-81731) on June 9, 2017, disclosing assets at
$984,170 and liabilities at $3.64 million.  The petition was signed
by Mark R. Schwarze, president.

Judge Clifton R. Jessup Jr. is assigned to the case.

The Debtor tapped Kevin D. Heard, Esq., at Heard, Ary & Dauro, LLC
as counsel.



SYNAGRO INFRASTRUCTURE: Moody's Revises Outlook to Stable
---------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family Rating
(CFR) and Probability of Default Rating (PDR) of Synagro
Infrastructure Company, Inc., at Caa1 and Caa1-PD, respectively,
and changed the ratings outlook to stable from negative.
Concurrently, Moody's affirmed the Caa1 rating of the senior
secured bank credit facility.

The outlook change to stable reflects Moody's expectation that
ongoing cost and operational initiatives will support a positive
inflection in profitability over the next year, aided by a fairly
steady base of revenues tied to a sizeable portfolio of long term
municipal contracts. The stable outlook anticipates that Synagro
will soon address its revolver maturity (due in August 2018),
noting also that revolver borrowings (and letters of credit) leave
very limited effective availability and will become a current
liability as of August 2017 unless the facility is refinanced.
Moody's believes that in the event large projects are identified,
the company's financial sponsor would invest additional equity
capital given the company's weak liquidity, to maintain a financial
profile commensurate with the Caa1 rating.

Affirmations:

Issuer: Synagro Infrastructure Company, Inc.

-- Corporate Family Rating, at Caa1;

-- Probability of Default Rating, at Caa1-PD;

-- Senior Secured Bank Credit Facility, at Caa1 (LGD4 from LGD3).

Outlook Actions:

Issuer: Synagro Infrastructure Company, Inc.

-- Outlook, Changed to Stable from Negative

RATINGS RATIONALE

The Caa1 CFR reflects the company's low profitability, including
EBIT margins anticipated to improve but remain below 1% over the
next year, and weak liquidity. The company depends heavily on
revolver borrowings for working capital needs and the revolver
access remains very limited. The industry is competitive, capital
requirements of entering new projects can be high and improving
Synagro's operational continuity and practice standards will likely
take time.

The rating favorably considers the equity support provided by the
company's financial sponsor, including a substantial infusion in
2015 that helped reduce debt to prevent a covenant breach.
Additionally, the relatively low variability in demand for the
company's core municipal wastewater treatment services diminishes
the risk of a material sales decline. Moody's anticipates that
continued progress with implementing operational improvement
initiatives will support slight margin expansion over the next
year, resulting in about breakeven to modestly positive free cash
flow and EBITDA minus capex to interest of at least 1x (all metrics
after Moody's standard adjustments). Nonetheless, covenants will
tighten over 2017 and may require further sponsor support or an
amendment to the credit agreement in the absence of higher margin
or the achievement of operational efficiencies.

Liquidity is weak, based on limited revolver availability and a
looming debt maturity. The company's annual free cash generation
turned positive in 2016 after a negative three-year trend and
Moody's expects free cash flow to be breakeven to modestly positive
over the next year. Moody's also expects the company to maintain
unrestricted cash of at least $10 million and compliance with
upcoming net leverage covenant compliance tests.

The Caa1 rating on the first lien bank credit facility is in line
with the CFR, reflecting the preponderance of first-lien
obligations in Moody's Loss Given Default waterfall.

Upward rating momentum would depend on expectation of adequate
liquidity and an ability to meet debt service requirements through
operationally generated cash flow, resulting in free cash
flow-to-debt of about 3% to 5%.

Downward rating pressure could result from sustained low interest
coverage or weakened liquidity with a need for further equity
support. An inability to address the revolver maturity (due August
2018) in the near term would drive downwards rating momentum as
would shareholder-friendly actions that compromise credit
interests.

The principal methodology used in these ratings was Environmental
Services and Waste Management Companies published in June 2014.

Synagro Infrastructure Company, Inc., based in Baltimore, MD,
provides bio-solids wastewater treatment services in the US
primarily to municipalities. The company was acquired by an
affiliate of EQT, a European private equity firm, in September
2013. Revenue was approximately $315 million for the last twelve
months ending in March 2017.


TOISA LIMITED: Amended Committee Appointment Notice Filed
---------------------------------------------------------
The Office of the U.S. Trustee on June 12 filed an amended notice
of appointment of the official committee of unsecured creditors in
the Chapter 11 cases of Toisa Limited and its affiliates.

The Justice Department's bankruptcy watchdog announced that it
appointed these creditors to serve on the committee:

     (1) China Shipping Industry (Jiangsu) Co., Ltd.
         No. 1 Yingzhou Road
         Jiangdu Development Zone along the Yangtze River,
         Yangzhou City, Jiangsu Province, P.R. China
         Attention: Chang Cheng
         Tel: +86-514-86435398

     (2) Hyundai Heavy Industries Co., Ltd.
         1000 Bangeojinsunhwan-doro, Dong-gu
         Ulsan, Korea
         Attention: Hoijin Paul Lee
         Tel: +82-52-202-9260

                       About Toisa Limited

Toisa Limited owns and operates offshore support vessels for the
oil and gas industry.  Toisa Limited and its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No.
17-10184) on Jan. 29, 2017.  The petitions were signed by Richard
W. Baldwin, deputy chairman.

The cases are assigned to Judge Shelley C. Chapman. Togut, Segal &
Segal LLP serves as bankruptcy counsel to the Debtors.  The Debtors
hired Kurtzman Carson Consultants LLC as administrative agent, and
claims and noticing agent, Scura Paley Securities LLC, as financial
advisor

In its petition, Toisa Limited estimated $1 billion to $10 billion
in both assets and liabilities.


TRANSGENOMIC INC: Investors Transfer 1.97M Shares to BV Advisory
----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, these entities reported beneficial ownership of shares
of common stock of Transgenomic, Inc. as of June 8, 2017:

                                       Shares      Percentage
  Reporting                         Beneficially       of
   Person                               Owned        Shares
  ---------                         ------------   ----------
Randal J. Kirk                       6,040,374        22.1%
Third Security, LLC                  6,040,374        22.1%
Third Security Senior Staff 2008     2,416,149         8.8%   
Third Security Staff 2010 LLC        1,586,595         5.8%
Third Security Incentive 2010 LLC    1,208,076         4.4%
Third Security Staff 2014 LLC          829,554         3.0%

The percentage ownership is calculated based on 26,863,062 shares
of Common Stock issued and outstanding as reported on the Company's
Form 10-Q for the period ending March 31, 2017, and filed with the
SEC on May 18, 2017, increased by (i) 250,000, which is the
aggregate number of shares of Common Stock issuable upon the
exercise of all warrants to purchase Common Stock held by the
Investors that may be exercised within 60 days, and (ii) 214,705,
which is the aggregate number of shares of Common Stock issuable
upon the conversion of shares of preferred stock of the company.

This Amendment No. 6 amends and supplements the Statement on
Schedule 13D, dated Dec. 29, 2010, and filed on Jan. 11, 2011, as
amended by Amendment No. 1 dated Feb. 3, 2012, and filed on Feb. 7,
2012, Amendment No. 2 dated Jan. 25, 2013, and filed on Jan. 31,
2013, Amendment No. 3 dated March 5, 2014, and filed on March 7,
2014, Amendment No. 4 dated Jan. 6, 2016, and filed on Jan. 12,
2016, and Amendment No. 5 dated April 7, 2017, and filed on April
11, 2017, relating to the Common Stock, par value $0.01 per share,
of Transgenomic.  Mr. Randal J. Kirk, Third Security, LLC, Third
Security Senior Staff 2008 LLC, Third Security Staff 2010 LLC,
Third Security Incentive 2010 LLC, and Third Security Staff 2014
LLC filed the Amendment to disclose the transfer of an aggregate of
1,975,000 shares of Common Stock to BV Advisory Partners, LLC
pursuant to an Option Agreement entered into between the Investors
and BVAP on April 7, 2017.

On June 8, 2017, the parties agreed pursuant to the Call Option
Agreement that the conditions related to the transfer of an
aggregate of 1,975,000 shares were satisfied.

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

                     https://is.gd/tfD8qO

                      About Transgenomic

Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global
biotechnology company advancing personalized medicine in oncology
and inherited diseases through advanced diagnostic technologies,
such as its revolutionary ICE COLD-PCR, which enables use of liquid
biopsies for mutation detection.  The company also provides
specialized clinical and research services to biopharmaceutical
companies developing targeted therapies.  Transgenomic's diagnostic
technologies are designed to improve medical diagnoses and patient
outcomes.

Transgenomic reported a net loss available to common stockholders
of $8 million on $1.55 million of net sales for the year ended Dec.
31, 2016, compared with a net loss available to common stockholders
of $34.27 million on $1.92 million of net sales for the year ended
Dec. 31, 2015.  As of March 31, 2017, Transgenomic had $1.22
million in total assets, $21.87 million in total liabilities and a
total stockholders' deficit of $20.64 million.

Marcum LLP, in Hartford, CT, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2016, stating that the Company has incurred operating losses
and used cash for operating activities for the past several years.
This raises substantial doubt about the Company's ability to
continue as a going concern.


TRITON INTERNATIONAL: S&P Affirms 'BB+' CCR; Outlook Stable
-----------------------------------------------------------
S&P Global Ratings said that it affirmed its 'BB+' corporate credit
rating on Purchase, N.Y.-based marine cargo container lessor Triton
International Ltd. (TIL).  The outlook is stable.

S&P also assigned its 'BBB-' issue-level rating to its subsidiary
Triton Container International Ltd.'s (TCIL) proposed senior
secured note issuance as well as affirmed S&P's 'BBB-' issue-level
rating on TCIL's existing senior secured debt.  The recovery rating
on TCIL's debt is '1', reflecting S&P's expectation of very high
(rounded estimate: 95%) recovery in the event of a payment
default.

Additionally, S&P affirmed its 'BBB-' issue-level rating on
subsidiary's TAL International Group Inc.'s (TAL) secured debt. The
recovery rating of '2' reflects S&P's expectation of substantial
(70%-90%; rounded estimate: 80%) recovery in the event of a payment
default.

"The stable outlook on Triton International Ltd. (TIL) reflects our
expectation that the company will improve its credit metrics over
the next year, as utilization and lease rates recover and the
company recognizes synergies from its July 2016 merger.  We expect
EBIT interest coverage of around 2x and funds from operations (FFO)
to debt in the low-teens percent area over this period," said S&P
Global Ratings credit analyst Betsy Snyder.

Although also unlikely, S&P could raise its rating on TIL over the
next year if its revenues and earnings growth exceeded S&P's
expectations, or if the company used free cash for debt reduction,
resulting in EBIT interest coverage remaining above 1.7x and its
FFO-to-debt ratio above 13% for a sustained period.

While it does not expect to lower its ratings on TIL over the next
year, S&P could do so if there is a substantial change in its
financial profile due to weaker-than-expected earnings or
incremental debt leverage.  These events would have to cause TIL's
EBIT interest coverage to decline below 1.3x and its FFO-to-debt
ratio to remain under 13% for a sustained period.


TUSCANY ENERGY: Needs More Time on Deal Approval, Obtain Plan Votes
-------------------------------------------------------------------
Tuscany Energy, LLC, requests the Bankruptcy Court for the Southern
District of Florida to extend the time within which it has the
exclusive right to solicit acceptances to a chapter 11 plan for a
period of 61 days through and including August 13, 2017, without
prejudice to the Debtor seeking further extensions in the event
circumstances require such relief.

The Debtor and Armstrong Bank have previously set the deadline for
the Debtor to file a plan of reorganization and disclosure
statement as April 25, 2016, which was approved by the Court on
April 1. Consequently, the Court has canceled the hearing on the
Armstrong Bank's Motion to Dismiss, or in the Alternative, for
Abstention and Motion for Relief from Automatic Stay, or in the
Alternative, for Adequate Protection.

The Debtor filed its Plan of Reorganization and Disclosure
Statement on April 25, 2016. Subsequently, pursuant to the Order
Granting the Debtor's Ex-Parte Motion to Continue Disclosure
Hearing and Extend Related Deadlines, the Debtor presently has a
deadline of July 17, 2017 to file an amended disclosure statement,
and the hearing to approve the disclosure statement is scheduled
for August 16, 2017.

The Debtor related that it has attended continued judicial
settlement conference with Armstrong Bank before Judge Cornish in
Oklahoma on multiple occasions from September 2016 through February
2017 to permit the parties additional time to review information
relating to the oil wells, and a proposed sale of certain oil
wells.

The Debtor tells the Court that most recently, the Debtor and
Armstrong Bank have agreed to place the judicial settlement
conference on hold, and attempt to resolve the matter directly
between the parties. Consequently, the Debtor relates that the
Parties have reached an agreement in principle, and are in  the
process of drafting and finalizing a settlement agreement, which
the Debtor will then submit to the Court for approval.

The Debtor claims that the proposed settlement provides for terms
that are different from the terms in the Plan, and will thus
require the Debtor to withdraw, amend or modify the Plan.
Accordingly, the Debtor seeks additional time to obtain approval of
the settlement, prior to determining its course of action with
respect to the Plan, and seeking any votes in favor of an amended
or modified plan.

                     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.


TWEDDLE HOLDINGS: S&P Affirms 'B' CCR; Outlook Remains Stable
-------------------------------------------------------------
S&P Global Ratings said that it affirmed its 'B' corporate credit
rating on Clinton Township, Michigan-based automotive information
services company Tweddle Holdings Inc.  The rating outlook is
stable.

Simultaneously, S&P affirmed its 'B' issue-level rating on Tweddle
Group Inc.'s $225 million secured term loan due 2022.  The '3'
recovery rating is unchanged, indicating S&P's expectation for
meaningful (50%-70%; rounded estimate: 65%) recovery of principal
in the event of a payment default.

Tweddle is the ultimate parent of Tweddle Group.

"Our 'B' corporate credit rating reflects Tweddle's high customer
concentration, niche products, poor cash flow metrics, and
financial sponsor ownership," said S&P Global Ratings credit
analyst Minesh Patel.  "The rating also reflects our expectation
that the company's adjusted leverage will remain above 3.5x in
2017."  S&P's adjusted leverage calculation incorporates, among
other things, continued earn-out expenses and debt issuance costs.

The stable rating outlook reflects S&P's expectation that Tweddle's
market position and good client relationships will support
favorable operating performance over the next 12 months.

S&P could lower its corporate credit rating over the next 12 months
if the company's operating performance declines, or if a client
loss leads to a sharp decline in cash flow such that FOCF to debt
is less than 5% on a sustained basis.

Although unlikely, S&P could raise the rating if the company
improves the diversity of its revenue sources, if S&P revises its
view of the company's financial policy, or if S&P expects it to
maintain adjusted leverage below 3x.


VIAWEST INC: Moody's Puts B2 CFR on Review for Downgrade
--------------------------------------------------------
Moody's Investors Service placed ViaWest, Inc.'s B2 corporate
family rating, B2-PD probability of default rating, B2 senior
secured revolving credit facility rating, and sister company, Shaw
Data Centre LP's, B2 senior secured term loan rating on review for
downgrade following June's 13 announcement of a share purchase
agreement with an affiliate of Peak 10, Inc. (Peak 10; B3 stable),
that would see Peak 10 acquire ViaWest from Shaw Communications
Inc. (Shaw; Baa3, positive).

The rating action was prompted by the potential that a substantial
portion of the ~$1.7 billion purchase price would be debt financed,
with ViaWest becoming part of a more highly levered entity.
ViaWest's (Moody's adjusted debt/EBITDA is 5.3x (28Feb17) while
Peak 10's is 6.8x (31Mar17).

The following summarizes Moody's ratings and rating actions for
ViaWest:

Issuer: ViaWest, Inc.

-- Outlook, Changed To Rating Under Review From Stable

-- Corporate Family Rating, Placed on Review for Downgrade,
    currently B2

-- Probability of Default Rating, Placed on Review for Downgrade,

    currently B2-PD

-- Senior Secured Revolving Credit Facility, Placed on Review for

    Downgrade, currently B2 (LGD3)

Issuer: Shaw Data Centre LP

-- Backed Senior Secured Term Loan, Placed on Review for
    Downgrade, currently B2 (LGD3)

RATINGS RATIONALE

Moody's review for downgrade of ViaWest, Inc's (ViaWest) B2
corporate family rating will focus primarily on leverage of
debt/EBITDA, cash flow self-sustainability and economies of scale
resulting from the business combination with Peak 10. Given Moody's
expectation that the combined entity will have substantial growth
ambitions and, as well, their likely capital intensive nature,
liquidity planning will also be key to the analysis.

Pending the Peak 10 transaction, ViaWest' B2 corporate family
rating reflects its weak free cash flow profile and acquisitive
strategy, the combination of which suggests the potential of
additional financing being required to sustain operations as
ViaWest invests in additional capacity to take advantage of growing
demand. While the company's small size and economy-of-scale
competitive disadvantages compared to very large global competitors
amplify financial flexibility concerns, Shaw's sponsorship
differentiates ViaWest from the latter's B3-rated peers and Moody's
expects leverage of debt/EBITDA to be about 5.5x. Viawest's stable
base of contracted recurring revenues, its position in smaller
markets with less intense competitive dynamics, and the currently
strong market demand for colocation/managed services are
credit-positive considerations.

Moody's expects ViaWest to have adequate liquidity over the next
twelve months. Moody's projects ViaWest will consume up to $50
million of cash over the next 12 months due to high capital
intensity, and expects the company to rely heavily upon its
revolving credit facility. Moody's anticipates ample covenant
compliance room as ViaWest accesses the revolver to backstop
working capital swings and to fund its aggressive capital program.

Rating Outlook

The under review for possible downgrade was prompted by the
potential that a substantial portion of the purchase price would be
debt financed, with ViaWest becoming part of a more highly levered
entity.

What Could Change the Rating - Up

With the ratings on review for downgrade, an upgrade is not likely.
Absent the pending acquisition, positive ratings pressure would
develop if:

* Underlying business conditions are favorable, the company is
effectively executing its strategic plans, is showing strong and
sustainable operational performance, and Moody's expected:

* Debt/EBITDA to be sustained at less than 5.0x (5.3x at 28Feb17),
and

* Free cash flow to debt to be sustained above 5% (-4.2% at
28Feb17)

What Could Change the Rating - Down

Negative ratings actions could result if:

* Business conditions are expected to be weak for a prolonged
period, or if liquidity becomes strained, revenue growth slows, or

* If Moody's adjusted leverage is expected to be sustained above 6x
(5.3x at 28Feb17).

The principal methodology used in these ratings was Global
Communications Infrastructure Rating Methodology published in June
2011.

Company Profile:

Headquartered in Greenwood Village, Colorado, ViaWest, a
wholly-owned subsidiary of Shaw Communications Inc. of Calgary,
Alberta, is a provider of data center and managed services. The
company currently operates in 9 markets across the United States
and is the subject of a pending $1.7 billion share purchase
agreement by an affiliate of Peak 10, Inc. (Peak 10; B3 stable).


VIAWEST INC: S&P Puts 'B+' CCR on CreditWatch Negative
------------------------------------------------------
S&P Global Ratings placed its 'B+' corporate credit rating on
Denver-based ViaWest Inc. on CreditWatch with negative
implications.

ViaWest Inc. has entered into an agreement to be acquired by Peak
10 Holding Corp. in a transaction valued at $1.675 billion,
including the assumption of debt.

S&P is not placing the issue-level ratings on CreditWatch because
it expect the existing debt will be repaid when the transaction
closes.

"The CreditWatch placement reflects the likelihood of a one-notch
downgrade following ViaWest's agreement to be acquired by Peak 10,"
said S&P Global Ratings credit analyst Rose Askinazi.  If the
transaction closes, S&P expects to remove the notch of support it
imputes from higher-rated parent Shaw Communications Inc.
(BBB-/Negative/--).

S&P expects to resolve the CreditWatch placement when the
transaction closes, most likely in the third quarter of 2017, at
which time S&P will equalize the rating with that on Peak 10 and
subsequently withdraw S&P's ratings on ViaWest.


VILLAGE PUB: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Village Pub & Grub Inc. as of
June 13, according to a court docket.

Village Pub and Grub Inc. filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 17-13316) on March 20, 2017, disclosing
under $1 million in both assets and liabilities.  The Debtor is
represented by Adam D. Farber, Esq., as Chapter 11 counsel.


VIVID SEATS: S&P Affirms 'B' CCR on Acquisition by New Sponsor
--------------------------------------------------------------
S&P Global Ratings said that it affirmed its 'B' corporate credit
rating on Chicago-based secondary ticket marketplace Vivid Seats
LLC.  The rating outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to Vivid Seats' proposed $575 million first-lien
secured credit facility, which consists of a $50 million revolving
credit facility due 2022 and a $525 million term loan due 2024. The
'3' recovery rating indicates S&P's expectation for meaningful
recovery (50%-70%; rounded estimate: 65%) of principal in the event
of a payment default.

Vivid Seats is also issuing an unrated $185 million second-lien
senior secured term loan due in 2025 that has been preplaced.  The
company will use proceeds from the proposed credit facilities to
refinance its existing credit facility and fund the strategic
investment.  S&P will withdraw its ratings on the company's
existing debt after they have been repaid.

On June 14, 2017, Vivid Seats announced that it's seeking to raise
$760 million of new senior secured credit facilities, and that it
will use the proceeds, along with cash on the balance sheet, to
refinance its existing credit facility and finance its acquisition
by a new sponsor.  On May 16, 2017, Vivid Seats announced that it
had signed a definitive agreement with new investor GTCR LLC.  The
transaction also involved participation from existing investor
Vista Equity Partners LLC and Vivid Seats' management.

"The 'B' corporate credit rating reflects our view that Vivid Seats
will continue to generate strong cash flow, with adjusted debt
leverage remaining above 6x over the next 12-18 months," said S&P
Global Ratings credit analyst Khaled Lahlo.  "Pro forma for the
transaction, the company's adjusted debt to EBITDA will be 8.3x as
of March 30, 2017."  S&P expects that the company's leverage will
decline to the low-7x area by the end of 2017 and to the low-6x
area by the end of 2018 as it continues to generate healthy EBITDA
growth.  S&P also expects Vivid Seats to generate free operating
cash flow to debt above 5% during the next 12 months, which
compares favorably to similarly rated peers.  The company's
financial policy will likely be aggressive going forward, in S&P's
view.

The rating also reflects the relative competitive nature of the
secondary ticket market, and Vivid Seat's relatively low brand
awareness and lack of distinctive or differentiating products
versus its main competitors.  However, Vivid Seats benefits from
strong relationships with professional ticket brokers, who
represent most of the secondary online marketplace inventory; and
it has been able to gain market share from competitors while
maintaining an EBITDA margin in the low-20% area--in line with its
closest peers'.  The rating also reflects the company's minimal
international presence, limited diversity of products, and smaller
scale relative to industry leader StubHub.

"The stable rating outlook reflects our expectation that Vivid
Seats will enjoy good operating performance, with revenue growth in
the high-teens percentage area in 2017 and in the low-double-digit
percentage area in 2018," said Mr. Lahlo.  "We also expect free
operating cash flow to debt above 5% during the next 12 months and
believe leverage will decline to the low-6x area by the end of 2018
from the low-7x area as of year-end of 2017."

S&P could lower its corporate credit rating on Vivid Seats if the
company experiences low-single-digit percentage revenue growth over
the next 12 months due to a significant increase in competitive
pressures, market share losses, or lower-than-expected return on
marketing investments.  Additionally, S&P could lower the rating if
poor operating performance or unfavorable financial policy actions,
such as a debt financed dividend recapitalization, causes the
company's free operating cash flow to debt to decrease below 5%.

Although unlikely, S&P could raise the rating if the company
reduces its leverage to below 5x on a sustained basis, with a
commitment to a less aggressive financial policy.  S&P believes
this isn't likely, given the company's private equity ownership.


WESTERN HIPERBARIC: U.S. Trustee Directed to Appoint PCO
--------------------------------------------------------
Judge Edward Godoy of the U.S. Bankruptcy Court for the District of
Puerto Rico entered an Order directing the United States Trustee to
appoint a patient care ombudsman for Western Hiperbaric Services,
P.S.C.

The Order noted that a PCO will be appointed for the Debtor, unless
the U.S. Trustee and/or the debtor in possession inform the court
in writing, within 21 days, why the appointment of an ombudsman is
not necessary for the protection of the patients.

                    About Western Hiperbaric

The case is Western Hiperbaric Services, P.S.C. Case No. 17-04062
(D.P.R.).  The company previously sought Chapter 11 protection
(Bankr. D.P.R. Case No. 16-04809) on June 16, 2016.


WI-JON INC: Taps H. Maurice Linam as Accountant
-----------------------------------------------
Wi-Jon, Inc. seeks approval from the U.S. Bankruptcy Court for the
Western District of Louisiana to hire an accountant.

In a court filing, Wi-Jon proposes to hire H. Maurice Linam, a
certified public accountant, to provide accounting services to the
company and its affiliates Ford's Fine Foods, Inc. and Ford
Holdings, LLC related to their Chapter 11 cases.

Mr. Linam will charge an hourly fee of $150 for his services.

In a court filing, Mr. Linam disclosed that he does not represent
any interest adverse to the Debtors and their bankruptcy estates.

Mr. Linam can be reached through:

     H. Maurice Linam
     2001 Royal Avenue
     Monroe, LA 71201
     Tel: 318-388-4825
     Fax: 318-387-0330
     Email: cpalinam@gmail.com

                         About Wi-Jon

Headquartered in Jonesville, Louisiana, Wi-Jon, Inc., operates
three grocery stores in Catahoula and Franklin Parishes, Louisiana.
  Headquartered in Colfax, Louisiana, Ford Fine Foods operates one
grocery store in Grant Parish.  Headquartered in Jonesville,
Louisiana, Ford Holdings owns and leases a shopping center to third
parties and an office building used by all debtors, all in
Catahoula Parish, Louisiana.

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.

Wi-Jon, Ford's Fine Foods and Ford Holdings sought Chapter 11
bankruptcy protection (Bankr. W.D. La. Lead Case No. 17-80522) on
May 24, 2017.  Quinon R. Ford, president, signed the petitions.

Judge John W. Kolwe presides over the cases.

Rex D. Rainach, Esq., at Rex D. Rainach, A Professional Law
Corporation, serves as the Debtors' bankruptcy counsel.

The Debtors estimated their assets and liabilities between $1
million and $10 million each.

No creditor's committee has been appointed.


[*] Reitler Kailas & Rosenblatt Expands M&A, Bankruptcy Teams
-------------------------------------------------------------
Reitler Kailas & Rosenblatt LLC, a boutique full-service law firm
headquartered in New York City, has added 3 new partners and 3 new
associates to its ranks.

The firm, whose specialties include M&A, venture capital and
emerging companies, fund formation, litigation, IP and employment
law, prides itself on its ability to provide comprehensive legal
solutions tailored to their particular business needs.  With this
expansion, Reitler has also strengthened its corporate practice,
growing its M&A and Bankruptcy teams.

The Bankruptcy and Restructuring Group will now be headed by new
Reitler partner Yann Geron, who has three decades of experience in
bankruptcy law.  Mr. Geron is renowned for his experience as
counsel to debtors and other parties in Chapter 11 proceedings as
well as complex wind-downs and liquidations.  Prior to joining
Reitler, Mr. Geron was a partner at Fox Rothschild LLP, serving as
the first managing partner of their New York office and co-chair of
the bankruptcy department.

"Yann provides our clients with a first rate bankruptcy and
restructuring counsel," said Ed Reitler, Senior Partner at the
firm.

Reitler has further augmented its leading M&A and venture capital
capabilities through the hiring of partners Jonathan Silverblatt
and Ella De Trizio.  Mr. Silverblatt has broad corporate and
securities experience representing public and private companies and
middle market private equity sponsors.   Prior to joining Reitler,
he was a partner at Dorsey & Whitney LLP, Phillips Nizer LLP, and
Dechert LLP.

Ms. De Trizio, who will be joining our Princeton, NJ office,
represents both venture-backed and publicly traded technology
clients -- particularly those in the life sciences industry,
including providing advice relating to venture capital transactions
and other private placements, securities laws, and corporate
governance.  Prior to joining Reitler, Ms. De Trizio was a
shareholder at Flaster Greenberg PC, and a partner in the Corporate
and Securities Group at Dechert LLP.

"Jonathan and Ella significantly add to our already deep team of
private equity and venture attorneys," Reitler said.  "They help
solidify the firm's leading position as counsel to emerging
companies and their investors," Reitler added.

              About Reitler Kailas & Rosenblatt LLC

Reitler Kailas & Rosenblatt -- http://www.reitlerlaw.com-- is a
full service boutique law firm headquartered in New York City.
Reitler possess leading capabilities in venture capital and private
equity financings, fund formation and compliance, mergers and
acquisitions, securities and capital markets, bankruptcy, and
litigation.


[^] BOOK REVIEW: Lost Prophets -- An Insider's History
------------------------------------------------------
Author: Alfred L. Malabre, Jr.
Publisher: Beard Books
Softcover: 256 pages
List Price: $34.95
Review by Henry Berry

Order your personal copy today at http://is.gd/KNTLyr

Alfred Malabre's personal perspective on the U.S. economy over the
past four decades is firmly grounded in his experience and
knowledge. Economics Editor of The Wall Street Journal from 1969
to 1993 and author of its weekly "Outlook" column, Malabre was in
a singular position to follow the U.S. economy in recent decades,
have access to the major academic and political figures
responsible for economic affairs, and get behind the crucial
economic stories of the day. He brings to this critical overview
of the economy both a lively, often provocative, commentary on the
picture of the turns of the economy. To this he adds sharp
analysis and cogent explanation.

In general, Malabre does not put much stock in economists. "In
sum, the profession's record in the half century since Keynes and
White sat down at Bretton Woods [after World War II] provokes
dismay." Following this sour note, he refers to the belief of a
noted fellow economist that the Nobel Prize in this field should
be discontinued. In doing so, he also points out that the Nobel
for economics was not one originally endowed by Alfred Nobel, but
was one added at a later date funded by the central bank of Sweden
apparently in an effort to give the profession of economists the
prestige and notice of medicine, science, literature and other
Nobel categories.

Malabre's view of economists is widespread, although rarely
expressed in economic circles. It derives from the plain fact
that modern economists, even hugely influential ones such as John
Meynard Keynes, are wrong as many times as they are right. Their
economic theories have proved incomplete or shortsighted, if not
basically wrong-headed. For example, Malabre thinks of the
leading economist Milton Friedman and his "monetarist colleagues"
as "super salespeople, successfully merchandising.an economic
medicine that promised far more than it could deliver" from about
the 1960s through the Reagan years of the 1980s. But the author
not only cites how the economy has again and again disproved the
theories and exposed the irrelevance of wrong-headedness of the
policy recommendations of the most influential economists of the
day. Malabre also lays out abundant economic data and describes
contemporary marketplace and social activities to show how the
economy performs almost independently of the best analyses and
ideas of economists.

Malabre does not engage in his critiques of noted economists and
prevailing economic ideas of recent decades as an end in itself.
What emerges in all of his consistent, clear-eyed, unideological
analysis and commentary is his own broad, seasoned view of
economics-namely, the predominance of the business cycle. He
compares this with human nature, which is after all the substance
of economics often overlooked by professional and academic
economists with their focus on monetary policy, exchange rates,
inflation, and such. "The business cycle, like human nature, is
here to stay" is the lesson Malabre aims to impart to readers
interested in understanding the fundamental, abiding nature of
economics. In Lost Prophets, in language that is accessible and
jargon-free, this author, who has observed, written about, and
explained economics from all angles for several decades,
persuasively makes this point.

In addition to holding a top position at The Wall Street Journal,
Malabre is also the author of the books, Understanding the New
Economy and Beyond Our Means, which received the George S. Eccles
Prize from the Columbia Business School as the best economics book
of 1987.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2017.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

                   *** End of Transmission ***