TCR_Public/170620.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, June 20, 2017, Vol. 21, No. 170

                            Headlines

135 WEST 13: Wants to Use VRH Cash Collateral
15 JOHN CORP: First Amended Disclosure Statement Filed
21ST CENTURY ONCOLOGY: Amends Notice of Committee Appointment
399 LONE OAK: Unsecureds to Recover 100% Under Plan
477 WEST: Trustee Taps Maltz Auctions as Real Estate Broker

5 STAR INVESTMENT: Trustee Selling South Bend Property for $63K
ABB/CON-CISE OPTICAL: S&P Cuts CCR to 'B-' on Profitability Decline
ABENGOA BIOENERGY: 3rd Amended Liquidation Plans Confirmed
AC I TOMS: Hearing on Plan Confirmation Set for June 26
ADEPTUS HEALTH: Court Amends PCO Appointment Order

ADEPTUS HEALTH: Reconsideration of Ombudsman Appt. Order Sought
ADVANCED SOLIDS: Selling Remaining Furniture on Consignment
AM CASTLE: Case Summary & 35 Largest Unsecured Creditors
AM CASTLE: Files for Chapter 11 With Prepackaged Plan
AM CASTLE: Intends to Exit Chapter 11 Cases Quickly

AM CASTLE: Seeks to Assume Restructuring Support Agreement
AM CASTLE: Unsecureds Owed $100M to Recover 100 Cents on Dollar
AMERICAN CASINO: S&P Puts 'B+' CCR on CreditWatch Negative
APOLLO ENDOSURGERY: May Issue 1 Mil. Shares Under 2017 Equity Plan
APPLEWOOD CAFE: Can Use NYS Tax Cash Collateral on Final Basis

ARMSTRONG ENERGY: Elects to Forgo $11.75M Notes Interest Payment
ARMSTRONG ENERGY: S&P Cuts CCR to 'CC' on Missed Interest Payment
ARROWHEAD GOLF CLUB: Hearing on Disclosures OK Set for July 13
AUBURN ARMATURE: Taps Harter Secrest as Special Counsel
AURORA DIAGNOSTICS: Moody's Considers Notes Exchange as Distressed

AVENUE C TENANTS: Exit Loan to Fund Latest Reorganization Plan
B&B BACHRACH: Committee Taps FTI as Financial Advisor
B&B BACHRACH: Hires Grobstein Teeple as Financial Advisor
BARMER ENTERPRISES: U.S. Trustee Unable to Appoint Committee
BAY HARBOUR: Taps Richard L. Brown as Accountant

BENJAMIN AND BENT: BB&T to Get $4,897 Per Month for 10Yrs. at 7.75%
BENJAMIN AND BENT: Plan Outline Okayed, Plan Hearing on July 19
BING ENERGY: Disclosure Statement Hearing Set for July 20
BISHOP GORMAN: Taps FTI Consulting as Financial Advisor
BLANKENSHIP FARMS: FCMA Seeks to Bar Access to Cash Collateral

BLEACHER CREATURES: $300K Sale of Assets to Arrow Entity Okayed
BLUE EARTH: Kendall Can Claim Additional $42,000, Court Says
BLUE SPHERE: Brightman Almagor Zohar Casts Going Concern Doubt
BRISTLECONE INC: Selling Personal Properties
BRYANTS DRVETRAIN: Needs Access to Wells Fargo Cash Collateral

CARL MERKLE: Sale of San Antonio Property for $1.3M Approved
CDR STRAINERS: Plan Outline Okayed, Plan Hearing on June 28
CHANNEL TECHNOLOGIES: AGI Appointed to Committee
CHELLINO CRANE: Committee Taps Brown Rudnick as Co-Counsel
CHINA FISHERY: CFG Peru Seeks to Sell Add'l Non-Debtor Assets

CIBER INC: Assets Sale to HTC Global Closed on June 8
CLARK RETIREMENT: S&P Cuts Rating on 2006 Revenue Bonds to 'BB-'
CLEVELAND IMAGING: 5th Cir. Affirms Judgment vs. Kreit's Appeal
CLIFFS NATURAL: Site for Iron Plant in Great Lakes Selected
CORONA BUMPERS: Seeks Authorization to Use MCC Cash Collateral

CROCKETT COGENERATION: Moody's Cuts 2025 Sec. Bonds Rating to Ba3
DELTAVILLE BOATYARD: To Use Annual Net Income to Fund Obligations
DEVAL CORP: Unsecureds to be Paid $260,000 by NewCo
DIVERSIFIED RESOURCES: Incurs $443K Net Loss in Fiscal Q1
DOUBLE LUNG: U.S. Trustee Unable to Appoint Committee

DRAGONWAVE INC: Ernst & Young LLP Casts Going Concern Doubt
DURAVANT LLC: S&P Puts 'B' CCR on CreditWatch Negative
DYNEGY INC: S&P Revises Outlook to Negative & Affirms 'B+' ICR
EAST VILLAGE: Unsecured Creditors to be Paid 100% Under Exit Plan
EAT GATOR: Opposes Court Approval of Plan Outline

EFS COGEN I: S&P Affirms 'BB' Project Finance Credit Rating
EP ENERGY: S&P Lowers CCR to 'B-' on Expected Increased Leverage
FANSTEEL INC: Asks for Continued Access to Cash Until Sept. 30
FIRST DATA: Fitch Rates $3.758BB Senior Secured Term Loans BB+
FISKER AUTOMOTIVE: Court Narrows Clawback Suit vs. BMW

FLAVORS HOLDINGS: S&P Cuts CCR to 'CCC+' on Constrained Liquidity
FREEDOM MORTGAGE: Fitch Affirms B+ Long-Term IDR, Outlook Stable
FREEDOM MORTGAGE: Moody's Affirms B1 CFRs Amid Planned Loan Upsize
FREEDOM MORTGAGE: S&P Affirms 'B' ICR & Revises Outlook to Negative
GAP INC: Fitch Affirms BB+ Long-Term IDR, Outlook Stable

GARLOCK SEALING: District Court Confirms Joint Plan
GENON ENERGY: Moody's Lowers PDR to D-PD Following Bankruptcy
GFC PROPERTIES: Allowed to Use VNB Cash Collateral Until June 30
GILDED AGE: Taps Delaney Law Firm as Legal Counsel
GLOBAL UNIVERSAL: Unsecureds to Recoup 100% Over 6 Months

GROUP 701: To Pay Creditors Through Sale of Properties
GULFMARK OFFSHORE: Forbearance Pact with RBS Extended Until June 27
GYMBOREE CORP: Store Closing Procedures, Consulting Deal Filed
HEYL & PATTERSON: Mitsui Miike Opposes Approval of Plan Outline
HHGREGG INC: Synchrony Bank Balks at Bid to Sell IP Assets

HOOPER HOLMES: Amends 2016 Form 10-K in Response to Comments
IGNITE RESTAURANT: Taps Hilco as Real Estate Advisor
IGNITE RESTAURANT: Taps King & Spalding as Legal Counsel
IGNITE RESTAURANT: Taps Piper Jaffray as Investment Banker
INDUSTRIE SERVICE: Case Summary & 20 Largest Unsecured Creditors

J2 CLOUD: Moody's Rates Proposed $550MM Senior Unsecured Notes Ba3
J2 GLOBAL: S&P Affirms 'BB' CCR on Proposed Refinancing
JABEZ L INC: Seeks to Hire Interstate Auction as Broker
JACK COOPER: June 14 is the Record Date for Plan Solicitation
JACK COOPER: June 29 Deadline for Tender Offer & Prepack Plan Vote

JACK COOPER: Solus Signs Commitment Letter for New Secured Notes
JOON INSTRUMENTAL: Barred From Using Wells Fargo Cash Collateral
KATY INDUSTRIES: Gabelli Funds et al Hold 18.23% Stake as of June 9
KEELER'S MEDICAL: Seeks Cash Access for At Least 30 Days
KENNEDY WILSON: Moody's Affirms B2 Sr. Unsec. Ratings Amid Merger

LA CASA DE LA RAZA: Creditor MLG Opposes Sale of Property
LAURENTIAN BANK: S&P Assigns 'BB+' Rating on C$350MM Sub. Debt
LIGHTNING DOCK: No Barrier to Retain Modrall as Special Counsel
LILY ROBOTICS: Mota, LR Are Winning Bidders in Auction
LIVIER FULLERTON: Taps Villeda Law Group as Legal Counsel

LODGE HOLDINGS: Unsecureds to be Paid in Full Over 5 Years
LOUISIANA CRANE: 10% Recovery for Unsecureds in Latest Plan
LTD MANAGEMENT: Has Interim Approval to Use Cash Until July 12
LUVIS AMBULANCE: Hearing on Plan Confirmation Moved to Aug. 18
MEMPHIS LOUIE: Overton Square Opposes Approval of Exit Plan

METROTEK ELECTRICAL: Plan Outline Okayed, Plan Hearing on July 18
MINDEN AIR: Exit Plan to Pay Unsecured Creditors in 2 Years
NAKED BRAND: Incurs $3.2 Million Net Loss in First Quarter
NEOVASC INC: Tiara Technology Featured in TVT 2017 Presentation
NEOVASC INC: Will Appeal German Court's Ruling on Tiara Rights

NORTH AMERICAN: Voluntary Chapter 11 Case Summary
NOVATION COMPANIES: Court Confirms 2nd Amended Reorg Plan
OASIS OUTSOURCING: S&P Affirms 'B' CCR on Acquisition and Dividend
OCWEN FINANCIAL: Fitch Affirms B- Long-term IDR; Outlook Negative
OCWEN FINANCIAL: Moody's Lowers CFR to Caa1; Outlook Negative

OLYMPIA OFFICE: Disclosure Statement Hearing Set for July 12
ONCOBIOLOGICS INC: VP of Analytical Sciences Kogan Bao Quits
OPTIV INC: S&P Cuts Rating to 'B-' on Weaker Credit Metrics
PACIFIC DRILLING: PDOL Has Owns 18.6% of Hyperdynamics
PACIFIC WEBWORKS: Trustee's Sale to Masters for $25K Approved

PARAGON OFFSHORE: Loomis Sayles Resigns From Committee
PATSCO L.P.: Sale of Pittsburgh Property for $370K Approved
PAYLESS HOLDINGS: 5B Worldwide Unsecureds to Recoup 15.7%
PBA EXECUTIVE: Latest Plan to Pay Swift Capital $7,790 Per Month
PETER SZANTO: Oregon Court Dismisses Suit Against IRS

PFO GLOBAL: Court Denies Case Conversion, Orders Trustee Appt.
PRECIOUS FORMALS: Gets Court Approval of Plan to Exit Bankruptcy
PROFESSIONAL RESOURCE: Taps Peterson Beyenhof as Accountant
QUALITY OIL: Voluntary Chapter 11 Case Summary
QUEST PATENT: Stockholders Elect Jon Scahill as Director

R & A PROPERTIES: U.S. Trustee Unable to Appoint Committee
RATAMESS CHIROPRACTIC: Unsecureds to be Paid $1,047.81 Per Month
RAVENSTAR INVESTMENTS: Case Summary & 17 Top Unsecured Creditors
REIGN CORP: Hall and Company Raises Going Concern Doubt
RENT-A-CENTER INC: S&P Affirms B- CCR Amid Amended Credit Facility

RESAAS SERVICES: Negative Cash Flow Raises Going Concern Doubt
RIMI CORPORATE: Taps Carl D. Preiser as Accountant
ROOSTER ENERGY: Angelo Gordon Wants Opco Cases Converted to Ch.7
ROTHSTEIN ROSENFELDT: Cirgandyne Tapped to Sell Alcohol License
SAAD INC: Can Continue Using Cash Collateral Until July 25

SADEX CORPORATION: Raytheon to Recoup 43% Under Amended Plan
SAMSON RESOURCES: Objections to 22 Parker Heirs Claims Sustained
SE PROFESSIONALS: Proposes to Use BFN Cash Collateral Until July 22
SEINEYARD INC: U.S. Trustee Unable to Appoint Committee
SKIP BARBER RACING SCHOOL: Taps Forchelli as Legal Counsel

SKYLINE MANOR: Insolvent Since Early 2011, Judge Rules
SQUARETWO FINANCIAL: Disclosures Okayed; Modified Plan Confirmed
STEALTH TECH: Working Capital Deficit Casts Going Concern Doubt
SUNEDISON INC: Discloses Deal with BOKF, Committee in Latest Plan
SUNEDISON INC: Plan Outline Okayed, July 20 Plan Hearing Set

SUNPOWER BY RENEWABLE: Unsecureds to Get Up to 37% in Latest Plan
TABERNA PREFERRED: July 12 Hearing on Bid to Terminate Exclusivity
TATOES LLC: Plan Outline Okayed, Plan Hearing on July 13
TMT PROCUREMENT: Aug. 10 Plan Confirmation Hearing
TROXELL COMPANY: Has Interim OK to Use Cash Collateral Thru June 30

TUBRO CONSTRUCTION: Taps DeLue Law as Special Counsel
TWH LIMITED: Unsecureds to be Paid In Cash at 5% Per Annum
UNIQUE PHYSIQUE: Plan Outline Okayed, Plan Hearing on Aug. 16
US DATAWORKS: Seeks Sell Office Assets to TBB for $1.79 Million
VERINT SYSTEMS: Moody's Assigns Ba2 Rating to Proposed Loans

WELLMAN DYNAMICS MACHINING: Wants to Use Cash Through Sept. 30
WELLMAN DYNAMICS: Asks for Continued Access to Cash Until Sept. 30
ZERO GRAVITY: Crowe Horwath LLP Casts Going Concern Doubt
[^] Large Companies with Insolvent Balance Sheet

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135 WEST 13: Wants to Use VRH Cash Collateral
---------------------------------------------
135 West 13 LLC seeks authorization from the U.S. Bankruptcy Court
for the Southern District of New York to use the cash collateral of
Village Realty Holdings LLC on an interim basis in accordance with
a budget, pending a final hearing.

Prepetition, the Debtor executed and delivered to Village Realty
Holdings three separate mortgage notes each the aggregate principal
amount of $9,000,000 in connection with a loan by Village Realty
Holdings to the Debtor.  The Loan is secured by, among other
things, three separate mortgages affecting two properties known as
and located at: 133 West 13th Street, New York, New York and 135
West 13th Street, New York, New York.

The Debtor and Village Realty Holdings executed a Forbearance
Agreement, pursuant to which the Debtor was afforded a seven month
period in which it could sell the Properties.  Unfortunately, the
Debtor was unable to effectuate the sale.

Prior to the filing of its Motion, the Debtor had been in
discussions with Village Realty Holdings regarding the consensual
use of cash collateral, however, those discussions have stalled and
the Debtor must now seek usage of cash collateral.

Currently, the Debtor has insufficient cash, absent use of Village
Realty Holdings' cash collateral to meet its ongoing obligations
necessary to maintain and operate the Property. Specifically, the
Debtor requires the use of cash to pay for ordinary expenses such
as utilities, taxes, insurance, and maintenance for the Property.

The Debtor estimates that its gross revenues under their monthly
budget for the Property will be approximately $18,000 per month.
The Debtor's monthly Budget, is relatively static and the Debtor
anticipates the monthly expenses provided for in the Budget will
recur each month within a normal variance.

Based on the Debtor's schedules and estimates and based on the
Property's cash flow, Village Realty Holdings is oversecured.
Nevertheless, the Debtor proposes to provide Village Realty
Holdings these forms of protection with respect to the cash
collateral utilized during its chapter 11 cases:

   A. The Debtor will maintain the value of the Property though
payment of the normal monthly expenditures in general accord with
the Budget and the Forbearance Agreement.

   B. The Debtor will maintain the cash it collects over and above
their expenditures in its debtor in possession account pending
further order of the Court.

   C. To the extent that Village Realty Holdings does not have a
postpetition security interest in the Debtor's post-petition
assets, the Debtor will grant Village Realty Holdings a security
interest in such assets to the extent of any diminution of cash
collateral, subject and subordinate to the fees of the U.S. Trustee
and the professional fees of the Debtor's professionals.

Absent the use of Cash Collateral to pay the operating expenses,
the Debtor submits that the value of their Property and Village
Realty Holdings' collateral will decline. Moreover, given Village
Realty Holdings' agreement as evidenced by the Forbearance
Agreement to provide a period within which it would be able to
market the Property, such marketing period would be meaningless
without its ability to utilize cash collateral to maintain the
property during the marketing period.

A full-text copy of the Debtor's Motion, dated June 15, 2017, is
available at https://is.gd/a5vsrF

                     About 135 West 13 LLC

135 West 13 LLC owns and operates two residential properties
located at 133 West 13th Street and 135 West 13th Street, New York,
New York.  The Properties are multi-family residential rental
properties with a mix of rent stabilized and non-rent stabilized
units.  The Properties contain a total of twelve units.

135 West 13 LLC Second Southern Baptist Church of New York filed a
Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 17-11371)
on May 17, 2017.  The petition was signed by Max Dolgicer, member.
The Debtor disclosed total assets of $15.02 million and total
liabilities of $13.34 million.

Fred B. Ringel, Esq. at Robinson Brog Leinwand Greene Genovese &
Gluck, PC, serves as bankruptcy counsel to the Debtor.  James E.
Schwartz, Esq. at Cyruli Shanks Hart & Zizmor, LLP, is special
counsel to the Debtor.

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


15 JOHN CORP: First Amended Disclosure Statement Filed
------------------------------------------------------
15 John Corp. on June 8 filed with the U.S. Bankruptcy Court for
the Southern District of New York its latest disclosure statement,
which explains its plan to exit Chapter 11 protection.

According to the filing, the initial payment to creditors due on
confirmation will be funded primarily by Philippe Lajaunie, the
company's principal.

Mr. Lajaunie will sell his condominium in Colorado, and will
contribute all proceeds from the sale, net of mortgages, deeds of
trusts, and liens against the condo, and net of any ordinary
closing costs and attorneys' fees directly related to the closing,
to fund the plan.

The restructuring plan will also be funded by available funds from
15 John Corp.'s operation as of the effective date, which likely
will be minimal, according to the company's disclosure statement,
which explains the proposed plan.

A copy of the disclosure statement is available for free at
https://is.gd/6W9Hvg
  
                       About 15 John Corp.

15 John Corp., also known as Les Halles and First Admin Inc., owns
and operates a restaurant known as "Les Halles" from real property
located at 15 John Street, New York, New York.  The Debtor
originally opened its doors in 1998 at the subject premises.

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

The case is assigned to Judge Michael E. Wiles.  The Debtor tapped
Leo Fox, Esq., as counsel, and Harry A. Harrison and Aronson LLC as
its accountant.


21ST CENTURY ONCOLOGY: Amends Notice of Committee Appointment
-------------------------------------------------------------
The U.S. trustee for Region 2 on June 16 filed an amended notice of
appointment of 21st Century Oncology Holdings Inc.'s official
committee of unsecured creditors.

The Justice Department's bankruptcy watchdog announced that it
appointed these creditors to serve on the committee:

     (1) Elekta, Inc.
         400 Perimeter Center Terrace, Suite 50
         Atlanta, GA 30346
         Contact: Michael J. Hartman
         Sr. VP, Legal Affairs
         Tel: (770) 300-9725

     (2) Florida Oncology Partners, LLC
         2400 Research Boulevard, Suite 325
         Rockville, MD 20850
         Contact: Alan Gold, Managing Member
         Tel: (301) 208-8998

     (3) McKesson Specialty Care Distribution Corp.
         401 Mason Road
         Laverne, TN 37086
         Contact: David J. Corcoran, VP
         Tel: (615) 287-5342

     (4) Steven Brehio
         7 Dearfield Court
         Lincoln, RI 02865
         Contact: Steven Brehio
         Tel: (617) 909-6862

     (5) Cardinal Health 108, LLC
         7000 Cardinal Place
         Dublin, OH 43017
         Contact: Brandon Nickoli, Credit Advisor
         Tel: (614) 553-3272

The amended notice of appointment changed the state where Florida
Oncology Partners, LLC, is located.  The original notice of
appointment indicated that Florida Oncology is located in
Rockville, Missouri.  The amended notice of appointment indicated
that Florida Oncology is located in Rockville, Maryland.

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 21st Century Oncology

21st Century Oncology Holdings, Inc. is a global provider of
integrated cancer care services.  As of March 31, 2017, the company
operated 179 treatment centers, including 143 centers located in 17
U.S. states and 36 centers located in seven countries in Latin
America.

21st Century and 59 U.S. affiliates filed Chapter 11 petitions
under the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-22770)
on May 25, 2017.  The cases are pending before the Hon. Judge
Robert D. Drain.

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

Kirkland & Ellis serves as the Debtor's legal counsel in connection
with the debt restructuring.  The Debtor employed Millstein & Co.
as financial advisor, and Kurtzman Carson Consultants LLC as claims
and noticing agent.  The Debtor also hired Alvarez & Marsal
Healthcare Industry Group to provide interim senior management.


399 LONE OAK: Unsecureds to Recover 100% Under Plan
---------------------------------------------------
399 Lone Oak, Ltd., filed with the U.S. Bankruptcy Court for the
Southern District of Texas a disclosure statement dated June 5,
2017, referring to the Debtor's plan of reorganization.

The General Unsecured Creditors will be paid 100% of their claims
with no interest at the same time as the secured creditors are paid
once funding has been received at the same time as the secured
creditors.

No insider will receive any distributions until after all creditors
are paid in full pursuant to the Plan.

Payments and distributions under the Plan will be funded by receipt
of funding from either an investor or a line of credit of an
insider.

A copy of the Disclosure Statement is available at:

          http://bankrupt.com/misc/txsb16-36117-32.pdf

                     About 399 Lone Oak Ltd.

399 Lone Oak, Ltd., based in Houston, Tex., filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 16-36117) on Dec. 5, 2016.

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

Judge Marvin Isgur presides over the case.  Margaret Maxwell
McClure, Esq., serves as bankruptcy counsel.


477 WEST: Trustee Taps Maltz Auctions as Real Estate Broker
-----------------------------------------------------------
The Chapter 11 trustee for 477 West 142nd Street Housing Dev. Fund
Corp. seeks approval from the U.S. Bankruptcy Court for the
Southern District of New York to hire a real estate broker.

Gregory Messer, the court-appointed trustee, proposes to hire Maltz
Auctions Inc. to market and sell the Debtor's interest in a real
property located at 477 West 142nd Street, New York.

The firm will receive a commission in the form of a buyer's
premium, which is 4% of the gross sales price of the property and
payable by the buyer.

Richard Maltz, president of Maltz Auctions, disclosed in a court
filing that his firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Richard B. Maltz
     Maltz Auctions, Inc.
     39 Windsor Place
     Central Islip, NY 11722
     Phone: 516-349-7022
     Fax: 516-349-0105
     Email: info@MaltzAuctions.com

                   About 477 West 142nd Street

477 West 142nd Street Housing Dev. Fund Corp. is primarily in the
business of ownership of real property located at 477 West 142nd
Street, New York, New York, also known as 1661-1669 Amsterdam
Avenue, New York, New York.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 15-12178) on Aug. 5, 2015.

The court appointed Gregory Messer, Esq., as Chapter 11 trustee by
orders dated March 17 and 21, 2016.  The Chapter 11 trustee is
represented by Adam P. Wofse, Esq., at Lamonica Herbst &
Maniscalco, LLP.

No committee of unsecured creditors has been appointed.


5 STAR INVESTMENT: Trustee Selling South Bend Property for $63K
---------------------------------------------------------------
Douglas R. Adelsperger, Trustee of 5 Star Investment Group, LLC,
and affiliates, asks the U.S. Bankruptcy Court for the Northern
District of Indiana to authorize the private sale of real estate
commonly known as 120 South 33rd Street, South Bend, St. Joseph
County, Indiana, to Stephen and Julie Balogh for $63,000.

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

Prior to the Petition Date, 5 Star Investment Group V, LLC, was the
sole owner of Real Estate.  The Real Estate is subject to a tax
lien for delinquent real estate taxes that have accrued for 2014
through 2016 and real estate taxes that will accrue for 2017.

The Real Estate is also subject to these Investor Mortgages:

          a. A first priority mortgage in favor of Louis Schmucker
dated April 13, 2012.  The Schmucker Mortgage was recorded on April
25, 2012 in the Office of the Recorder of St. Joseph County,
Indiana, as Instrument No. 1211848.

          b. A second priority mortgage in favor of Amos and
Rebecca Miller dated April 13, 2012.  The Miller Mortgage was
recorded on April 25, 2012 in the Office of the Recorder of St.
Joseph County, Indiana, as Instrument No. 1211849.

          c. A third priority mortgage in favor of the Sue E.
Miller Generational TR FBO Joel R. Miller TTEE dated April 13,
2012.  

The Miller Trust Mortgage was recorded on April 25, 2012 in the
Office of the Recorder of St. Joseph County, Indiana, as Instrument
No. 1211850.

Prior to the Petition Date, the Property was subject to the Lease,
with an option to purchase in favor of the Purchasers.  Pursuant to
the option to purchase under the Lease, the Purchaser deposited
with Debtor 5 Star Investment Group V, a nonrefundable deposit of
$3,250.  In the event the Purchasers exercised their rights
pursuant to the option to purchase under the Lease, the Deposit was
to be applied to the full purchase price, as stated in the Lease.
The Trustee and Purchasers have agreed that the Lease, including
the option to purchase, has expired and that the Purchasers did not
exercise their rights pursuant to the option to purchase.
Accordingly, the Purchasers have no interest in the Property, other
than their rights as a month-to-month tenants pursuant to IND. CODE
Section 32-31-1-2.

On June 14, 2017, pursuant to the sole efforts of the Trustee, the
Trustee entered into the Purchase Agreement for the sale of the
Real Estate to the Purchasers for the total purchase price of
$63,000.  The Purchase Agreement provides that the Purchasers will
receive a credit against the total purchase price for the Deposit
of $3,250 that was previously paid by the Purchasers pursuant to
the Lease.  In the event the sale of the Real Estate, as
contemplated by the Purchase Agreement, does not occur for any
reason, the Purchasers will not be entitled to a refund of the
Deposit.  In addition, the Purchase Agreement provides for the sale
of the Real Estate, free and clear of all liens, encumbrances,
claims and interests.  It also provides that any portion of the Tax
Lien that represent delinquent real estate taxes, including real
estate taxes that have accrued for 2014 through 2016, will be paid
in full at closing.  In addition, the Purchase Agreement provides
that any portion of the Tax Lien that represents real estate taxes
for 2017 will be prorated as of the date immediately prior to the
date of closing.  Further, the Purchase Agreement provides that any
other special assessment liens, utilities, water and sewer charges
and any other charges customarily prorated in similar transactions
will be prorated as of the date immediately prior to the date of
closing.

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

     http://bankrupt.com/misc/5_Star_799_Sales.pdf

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

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

The Trustee submits that the proposed sale pursuant to the Purchase
Agreement will accomplish a "sound business purpose" and will
result in the maximized value for the Real Estate.  The Trustee
believes, based on the advice of the Tiffany Group, that the
purchase price of $63,000 reflects the combined fair market value
of the Real Estate, and it therefore maximizes recovery.

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

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

The Purchasers can be reached at:

          Stephen and Julie Balogh
          120 S. 33rd St.
          South Bend, IN 46615
          E-mail: balogh413@att.net

                  About 5 Star Investment Group

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

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

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

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

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

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

On July 21, 2016, the Court entered order granting application to
employ Tiffany Group Real Estate Advisors, LLC, as the bankruptcy
estates' broker.

The Trustee's attorneys:

         RUBIN & LEVIN, P.C.
         Meredith R. Theisen
         Deborah J. Caruso
         John C. Hoard
         James E. Rossow, Jr.
         Meredith R. Theisen
         135 N. Pennsylvania Street, Suite 1400
         Indianapolis, Indiana 46204
         Tel: (317) 634-0300
         Fax: (317) 263-9411
         E-mail: dcaruso@rubin-levin.net
                 johnh@rubin-levin.net
                 jim@rubin-levin.net
                 mtheisen@rubin-levin.net


ABB/CON-CISE OPTICAL: S&P Cuts CCR to 'B-' on Profitability Decline
-------------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Coral
Springs, Fla.-based ABB/Con-Cise Optical Group LLC to 'B-' from
'B'.  The outlook is stable.

S&P also lowered its issue-level rating on the company's $518
million senior secured first-lien credit facilities -- consisting
of a $100 million revolving credit facility due in 2021 and $418
million term loan due in 2023 -- to 'B-' from 'B'.  The recovery
rating is '3', indicating S&P's opinion that creditors can expect
meaningful (50%-70%; rounded estimate: 65%) recovery in the event
of a payment default.

At the same time, S&P lowered its issue-level rating on the
company's $160 million senior secured second-lien term loan due in
2024 to 'CCC' from 'CCC+'.  The recovery rating is '6', indicating
S&P's opinion that creditors can expect negligible (0%-10%; rounded
estimate: 0%) recovery in the event of a payment default. Debt
outstanding as of March 31, 2017, totaled $588 million.

"The downgrade primarily reflects recent steep price increases by
ABB's largest supplier," said S&P Global Ratings credit analyst
Gerald Phelan.  S&P forecasts lower profitability and weaker credit
metrics over the next 12 months, including adjusted debt to EBITDA
around 8.5x.  Moreover, S&P believes this supplier is targeting
price increases at the distributor channel (where ABB is the
dominant player) and its core customer base of independent eye care
professionals (ECPs) but not customers purchasing direct, which
include mass merchants, clubs, and large online retailers. It's not
clear to S&P whether this supplier's price increases are solely
profit driven or if it also intends to expand its own direct
sourcing capabilities. Given the supplier's actions; ongoing
litigation that seeks class-action status against multiple parties
including ABB, alleging anti-competitive behavior; and ABB's
weaker-than-expected profitability even before the supplier's price
increases, S&P is revising its business risk assessment on the
company to weak from fair.

The stable outlook reflects S&P's assumption that over the next 12
months ABB will partially mitigate recent price increases from its
largest supplier, which should result in about $15 million free
cash flow, moderate debt repayment, and adjusted debt to EBITDA
around 8.5x.

S&P could lower the ratings if it believes ABB's cash flow or
liquidity will weaken considerably, including annual free cash flow
dropping to break-even levels, or if S&P considers its commitments
to be unsustainable over the long term.  This could occur if EBITDA
falls meaningfully (by about 20%), potentially due to an inability
to offset price increases by its largest supplier, if contact lens
suppliers institute changes unfavorable to ABB, or if independent
ECPs lose substantial market share, resulting in adjusted debt to
EBITDA sustained above 10x.  In addition, S&P could lower the
ratings if it believes there may be adverse outcomes pertaining to
universal pricing policy (UPP) litigation.

S&P could raise the ratings if conditions in the contact lens
distribution industry improve, including if the company's largest
supplier reverses its recent price increases, if S&P believes UPP
litigation will not hurt ABB, and if S&P forecasts that adjusted
debt to EBITDA will be sustained at or below 7.5x.


ABENGOA BIOENERGY: 3rd Amended Liquidation Plans Confirmed
----------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court
confirmed Abengoa Bioenergy US Holdings' Third Amended Joint Plans
of Liquidation. As previously reported, "The Plan as currently
proposed, including the proposed treatment of the MRA Guarantee
Claims, is premised on substantive consolidation and provides
Bioenergy General Unsecured Creditors with a substantially higher
recovery than they could otherwise expect to receive. The most
important consideration for the Holders of the MRA Guarantee Claims
was that their entitlement to the $32.5 million. The proposed
settlement allows the Plan Proponents to avoid costly, time
consuming, and potentially uncertain litigation, whereby if
unsuccessful certain creditors would receive no recovery in 2017
and little, if any recovery in 2018, or even later if the parties
engage in protracted litigation. As reflected in the Liquidation
Analysis . . . without the proposed settlement of the MRA Guarantee
Claims, most of the available proceeds for distribution to Holders
of Bioenergy General Unsecured Claims would have been distributed
to the Holders of MRA Guarantee Claims, leaving Holders of
Bioenergy General Unsecured Claims with a small fraction of their
projected recovery under the Plan as proposed. "The order states,
"Pursuant to section 1123 of the Bankruptcy Code and Bankruptcy
Rule 9019, the Cofides Settlement is an integrated compromise and
settlement of numerous issues and disputes designed to achieve a
beneficial and efficient resolution of these Chapter 11 Cases for
all parties in interest. The Court finds that the relief sought in
the Cofides Settlement Motion is an exercise of sound business
judgment, and is in the best interests of the Debtors, the Debtors'
estates, creditors, and all parties in interest, and that the legal
and factual bases set forth in the Cofides Settlement Motion
establish just cause for the relief granted herein, and that the
Cofides Settlement Motion satisfies rules 2002 and 9019 of the
Federal Rules of Bankruptcy Procedure."

                About Abengoa Bioenergy US Holding

Abengoa Bioenergy is a collection of indirect subsidiaries of
Abengoa S.A., a Spanish company founded in 1941.  The global
headquarters of Abengoa Bioenergy is in Chesterfield, Missouri.  

With a total investment of $3.3 billion, the United States has
become Abengoa S.A.'s largest market in terms of sales volume,
particularly from developing solar, bioethanol, and water
projects.

Spanish energy giant Abengoa S.A. is an engineering and clean
technology company with operations in more than 50 countries
worldwide that provides innovative solutions for a diverse range of
customers in the energy and environmental sectors.  Abengoa is one
of the world's top builders of power lines transporting energy
across Latin America and a top engineering and construction
business, making massive renewable-energy power plants worldwide.

On Nov. 25, 2015, in Spain, Abengoa S.A. announced its intention to
seek protection under Article 5bis of Spanish insolvency law, a
pre-insolvency statute that permits a company to enter into
negotiations with certain creditors for restricting of its
financial affairs.  The Spanish company is facing a March 28, 2016,
deadline to agree on a viability plan or restructuring plan with
its banks and bondholders, without which it could be forced to
declare bankruptcy.

Gavilon Grain, LLC, et al., on Feb. 1, 2016, filed an involuntary
Chapter 7 petition for Abengoa Bioenergy of Nebraska, LLC ("ABNE")
and on Feb. 11, 2016, filed an involuntary Chapter 7 petition for
Abengoa Bioenergy Company, LLC ("ABC").  ABC's involuntary Chapter
7 case is Bankr. D. Kan. Case No. 16-20178.  ABNE's involuntary
Case is Bankr. D. Neb. Case No. 16-80141.  An order for relief has
not been entered, and no interim Chapter 7 trustee has been
appointed in the Involuntary Cases.  The petitioning creditors are
represented by McGrath, North, Mullin & Kratz, P.C.

On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC, and five
affiliated debtors each filed a Chapter 11 voluntary petition in
St. Louis, Missouri, disclosing total assets of $1.3 billion and
debt of $1.2 billion.  The cases are pending before the Honorable
Kathy A. Surratt-States and are jointly administered under Bankr.
E.D. Mo. Case No. 16-41161.

The Debtors have engaged DLA Piper LLP (US) as counsel, Armstron
Teasdale LLP as co-counsel, Alvarez & Marsal North America, LLC as
financial advisor, Lazard as investment banker and Prime Clerk LLC
as claims and noticing agent.

The Troubled Company Reporter, on March 14, 2016, reported that the
Office of the U.S. Trustee appointed seven creditors of Abengoa
Bioenergy US Holding LLC and its affiliates to serve on the
official committee of unsecured creditors.  The Office of the U.S.
Trustee on June 14 appointed three creditors of Abengoa Bioenergy
Biomass of Kansas LLC to serve on the official committee of
unsecured creditors.

The Creditors' Committee of Abengoa Bioenergy US Holdings, et al.,
retained Lovells US LLP as counsel, Thompson Coburn LLP as local
counsel, and FTI Consulting, Inc., as Financial Advisor.

The Creditors' Committee of Abengoa Bioenergy Biomass of Kansas,
LLC, retained Baker & Hostetler LLP as counsel, Robert L. Baer as
local counsel, and MelCap Partners, LLC as financial advisor and
investment banker.


AC I TOMS: Hearing on Plan Confirmation Set for June 26
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York is
set to hold a hearing on June 26 to consider approval of the
proposed Chapter 11 plan of reorganization for AC I Toms River
LLC.

The hearing will be held at 10:00 a.m., at the Bankruptcy Court,
300 Quarropas Street, White Plains, New York.

Creditors have until June 21 to file their objections and cast
their votes accepting or rejecting the plan.

The restructuring plan proposes to sell the company's real property
in Toms River, New Jersey, from which Hooper Commons, a shopping
center, operates.  The company will use the proceeds from the sale
to pay creditors, according to its latest disclosure statement
filed on June 6.

A copy of the fifth amended disclosure statement is available for
free at https://is.gd/VUWbJQ
  
                         About AC I Toms

AC I Toms River LLC owns the real property and improvements thereon
located at 1400 Hooper Avenue, Toms River, New Jersey, from which
the shopping center commonly known as Hooper Commons operates.  The
property consists of 28 storefronts, of which 25 are occupied.  The
anchor tenants at the property are Dollar Tree, DSW and Michaels.
The property is currently the subject of a foreclosure action
commenced by RCG.  CBRE is the court-appointed rent receiver who
currently manages the property.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 16-22023) on Jan. 8, 2016, disclosing under $1
million in both assets and liabilities.  Arnold Mitchell Greene,
Esq., at Robinson Brog Leinwand Greene Genovese & Gluck, PC, serves
as the Debtor's bankruptcy counsel.

A receiver has been appointed for the Debtor's property.  The
receiver has remained in place and continuing to act in accordance
with a prepetition receiver order through October 15, 2016.

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


ADEPTUS HEALTH: Court Amends PCO Appointment Order
--------------------------------------------------
Judge Stacey G. C. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas entered an amended Order directing the
United States Trustee to appoint a patient care ombudsman for ADPT
DFW Holdings LLC., et al.

The Court noted that the appointed PCO will monitor the quality of
care provided to patients/clients of the Debtors to the extent
necessary under the circumstances, including interviewing patients,
physicians, and health care providers.

In addition, the Ombudsman is also ordered to monitor the storage
or other disposition of, and patient and provider access to patient
records with respect to facilities which cease operations or have
ceased operations.

The Court further noted that the ombudsman shall not monitor the
patient care provided at facilities which are owned by non-debtor
entities, regardless of whether any of the debtors are equity
holders of, investors in, or affiliates of, such entities.

Further, the Order provides that upon a sale closing after entry of
an order approving the sale of a facility involved in the case, the
Ombudsman's appointment is terminated as to that facility. At that
time, United States Trustee is ordered to provide an Order
reflecting that the ombudsman is excused and discharged from
his/her duties at the facility.

Moreover, Judge Jernigan noted that upon dismissal of the
bankruptcy case and/or any confirmed Plan of Reorganization going
effective, the patient care ombudsman's duties shall automatically
conclude without further Order of the Court and that the patient
care ombudsman shall be excused and discharged from his/her duties,
which shall be noticed to parties by the Debtors.

              About Adeptus Health

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

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

Judge Stacey G. Jernigan presides over the cases.

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

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

The U.S. Bankruptcy Court for the Northern District of Texas on
June 7 ordered the U.S. trustee for Region 6 to appoint an
official
committee of equity security holders for Adeptus Health, Inc.

Daniel T. McMurray has been named as Patient Care Ombudsman in the
Debtors' cases.


ADEPTUS HEALTH: Reconsideration of Ombudsman Appt. Order Sought
---------------------------------------------------------------
BankruptcyData.com reported that Adeptus Health's health care
ombudsman (Ombudsman), Dan McMurray, filed with the U.S. Bankruptcy
Court a motion to reconsider and clarify, correct and/or modify the
previous Court order directing appointment of an Ombudsman in order
(i) to specify those healthcare facilities owned by or affiliated
with the Debtors that fall within the scope of the Ombudsman's
engagement and (ii) to execute more fully and precisely the
apparent intention to address in the appointment order the granting
of access for the Ombudsman to protected health information of the
Debtors' patients so that he can properly conduct his monitoring of
the care provided to patients in the Debtors' facilities. The
motion explains, "In light of the quoted language from the
Hinkelman Declaration, it is unclear to the Ombudsman whether
patients of the Joint Ventures and other non-debtor affiliates are
'patients/clients of the Debtors' within the meaning of the
Appointment Order. Another factor in making that determination is
the role that any one or more of the debtors might play in managing
or otherwise participating in the providing of patient care in the
non-debtor facilities. While the Ombudsman takes no position on the
issue of which patients are patients of the debtors, it is
necessary for him to receive clarification so that he will visit
and monitor all facilities which are within the scope of his
engagement but not expend unnecessary time and unnecessary expense
to the estates by visiting and monitoring facilities in several
states which are not within the scope of his engagement. Finally,
clarification is needed regarding the issue of whether closed
facilities are within the scope of the Ombudsman's engagement so
that the Ombudsman may monitor the storage, preservation, security,
and patient and provider access to the medical records of former
patients. In light of the frequency with which appointment orders
confer access to patient records so that ombudsman may begin
performing their functions and in light of the apparent intent to
address such access in the Appointment Order, the Ombudsman
requests that the Appointment Order be modified to accord with what
the Ombudsman assumes was its intended effect."

                      About Adeptus Health

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

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

Judge Stacey G. Jernigan presides over the cases.

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

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

Daniel T. McMurray has been named as Patient Care Ombudsman in the
Debtors' cases.


ADVANCED SOLIDS: Selling Remaining Furniture on Consignment
-----------------------------------------------------------
Advanced Solids Control, LLC, asks the U.S. Bankruptcy Court for
the Western District of Texas to authorize the consignment sale by
H. Lancaster Co. of remaining assets for their new minimum prices.

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

The assets proposed to be sold consist of the remaining personal
property described as residential furniture from multiple real
properties the Debtor owns/owned in New Mexico.  The majority of
the real properties have been sold, with one final property being
put on the market at the end of the month, and the furniture must
be liquidated.  The Debtor has previously attempted to sell the
furniture as a package with the real property with no success.

The Debtor previously filed a Motion to Sell the personal property
pursuant to a Consignment Agreement with H. Lancaster Co. (whom is
not related to the Debtor).  Pursuant to the Consignment Agreement,
the Debtor is to receive 70% of the gross sales proceeds.

On May 5, 2017, the Debtor filed a Motion to Sell furniture free
and clear of all liens, claims and encumbrances at minimum prices.
The Court approved the Motion, and on May 12, 2017, the Order
Granting Authority to Sell Personal Property Free and Clear of All
Liens, Claims and Encumbrances at Minimum Prices was entered
authorizing the Debtor to sell furniture at minimum prices.

Pursuant to the Order authorizing sale of furniture, the Debtor has
sold the furniture in the total amount of $14,867.  

H. Lancaster attempted to sell some of the furniture and was unable
to sell a single piece of furniture.

The Debtor has the remaining furniture (including the furniture
located in the final house in Carlsbad - 4004 North Pat Garrett)
left for sale.  It is not in a position to spend any more time and
does not believe it will be cost effective to spend more time
selling the remaining items of furniture.  The Debtor believes it
is better to lower the minimum price in an effort to efficiently
liquidate the remaining furniture.

A copy of the list of remaining personal property to be sold with
their reduced minimum prices attached to the Motion is available
for free at:

         http://bankrupt.com/misc/Advanced_Solids_115_Sales.pdf

Most of the remaining furniture is more worn than other pieces, and
has proven to be harder to sell than expected.  The Debtor's plan
is to liquidate the furniture as quickly as possible to generate
what it believes to be the best value for the remaining pieces of
furniture.  It believes that the proposed sale of the furniture
will generate a reasonable value based upon the assets proposed to
be sold and its marketability.  The proceeds from the sale will be
used by the Debtor in its reorganization efforts/payment of
creditors of the Estate.

The Debtor is asking that the sale of the remaining furniture for
the reduced minimum prices be free and clear of all liens, claims
and encumbrances.

                 About Advanced Solids Control

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

Advanced Solids sought Chapter 11 protection (Bankr. W.D. Tex.
Case
No. 16-52748) on Dec. 2, 2016.  W. Lynn Frazier, managing member,
signed the petition.  The Debtor estimated assets of $0 to $50,000
and $500,001 to $1,000,000 in debt.

The Debtor tapped William R. Davis, Jr., Esq., at Langley &
Banack,
Inc., as counsel.


AM CASTLE: Case Summary & 35 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: A.M. Castle & Co.
        1420 Kensington Road, Suite 220
        Oak Brook, IL 60523

Type of Business: Headquartered in Oak Brook, Illinois, A.M.
                  Castle (OTCQB:CASL) is a publicly-traded
                  specialty metals distribution company serving
                  customers on a global basis.

                  Web site: https://www.castlemetals.com/

                  The Debtors intend to seek confirmation of
                  Prepackaged Joint Chapter 11 Plan of
                  Reorganization that says some of the secured
                  debt will be converted into equity, general
                  unsecured creditors owed up to $100 million will
                  recover 100 cents on the dollar, and existing
                  equity holders will get 20% of the reorganized
                  company.

                  The Plan is supported by the Consenting
                  Creditors, representing 100% of the allowed
                  prepetition first lien secured claims,
                  approximately 92% of the allowed prepetition
                  second lien secured claims, and approximately
                  61% of the allowed prepetition third lien
                  secured claims

Chapter 11 Petition Date: June 18, 2017

Affiliated debtors that simultaneously filed Chapter 11 petitions:

     Debtor                                       Case No.
     ------                                       --------
     Keystone Tube Company, LLC (Lead Case)       17-11330
     A.M. Castle & Co.                            17-11331
     HY-Alloy Steels Company                      17-11332
     Keystone Service, Inc.                       17-11333
     Total Plastics, Inc.                         17-11334

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

Debtors' Counsel: Richard M. Pachulslci, Esq.
                  Jeffrey N. Pomerantz, Esq.
                  Maxim B. Litvak, Esq.
                  Peter J. Keane, Esq.
                  PACHULSKI STANG ZIEL & JONES LLP     
                  919 North Market Street, 17th floor
                  P.O. Box. 8705
                  Wilmington, Delaware 19899-8705 (Courier 19801)
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400
                  E-mail: rpachulski@pszjlaw.com
                          jpomerantz@pszjlaw.com
                          mlitvak@pszjlaw.com
                          pkeane@pszjlaw.com

Debtors'
Investment
Banker and
Financial
Advisor:          IMPERIAL CAPITAL, LLC

Debtors'
Tax Advisor:      DELOITTE TAX LLP

Debtors'
Auditor:          DELOITTE & TOUCHE LLP

Debtors'
Solicitation,
Balloting &
Notice Agent:     KURTZMAN CARSON CONSULTANTS LLC
                  Web site: http://www.kccllc.net/amcastle

Debtors'
Tax Counsel:      FENWICK & WEST LLP

Consenting
Creditors'
Legal Counsel:    PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
                  1285 Avenue of the Americas
                  New York, New York 10019-6064
                  Telephone: (212) 373-3000
                  Facsimile: (212) 757-3990
                  Attention: Andrew N. Rosenberg, Esq.
                             Jacob A. Adlerstein, Esq.
                             Adam M. Denhoff, Esq.
                  E-mail: arosenberg@paulweiss.com
                          jadlerstein@paulweiss.com
                          adenhoff@paulweiss.com

Consenting
Creditors'
Co-Counsel:       CONAWAY STARGATT & TAYLOR, LLP

Consenting
Creditors'
Financial
Advisor:          DUCERA PARTNERS LLC

Consenting
Creditor
SGF, Inc.'s
Legal Counsel:    GOODWIN PROCTER LLP
                  The New York Times Building
                  620 Eighth Avenue
                  New York, NY 10018
                  Attention: Michael H. Goldstein
                             Kizzy Jarashow
                  E-mail: mgoldstein@goodwinlaw.com
                          kjarashow@goodwinlaw.com

Consenting
Creditors
parties to
Restructuring
Support
Agreement:        SGF, INC,
                  CORRE OPPORTUNITIES FUND, LP,
                  HIGHBRIDGE INTERNATIONAL LLC,
                  PANDORA SELECT PARTNERS, LP,
                  WHITEBOX INSTITUTIONAL PARTNERS, LP, and
                  WOLVERINE FLAGSHIP FUND TRADING LIMITED.

Debtors'
Total Assets: $339.2 million as of March 31, 2017

Debtors'
Total Liabilities: $388.4 million as of March 31, 2017

The petitions were signed by Patrick R. Anderson, treasurer.

Debtors' Consolidated List of 35 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Timkensteel Corporation               Inventory        $2,466,905
28777 Network Place
Chicago, IL 60673
Email: cathy.haught@timkensteel.com

Huntington Alloys                     Inventory        $1,889,057
75 Remittance Drive Ste 6489
Chicago, IL 60675
Email: dbias@specialmetals.com

The Boeing Company                    Inventory          $997,421
P.O. Box 277851
Atlanta, GA 30384

Arcelor Mittal                        Inventory          $712,066
25465 Network Place
Chicago, IL 60673

Nucor Steel Norfolk                   Inventory          $574,791
P.O. Box 809360
Chicago, IL 60680

TQ Logistics, Inc.                 Transportation        $550,112
3698 Largent Way Suite 104
Marietta, GA 30064
Email: susan@tqlogistics.com

Arconic Inc.                         Inventory           $505,535
7336 Solution Center
Chicago, IL 60677

SSAB North American Division         Inventory           $359,517
801 Warrenville Road Ste 800
Lisle, IL 60532
Email: claudia.grimaldo@ssab.com

Service Center Metals LLC            Inventory           $303,829
P.O. Box 32142
New York, NY 10087
Email: mike.hudes@scm-net.com

Niagara Lasalle Corporation          Inventory           $284,952
P.O. Box 84101
Chicago, IL 60689

Magellan Corp.                       Inventory           $283,143
3250 Solutions Center
Chicago, IL 60677
Email: abruggenman@e-magellan.com

Dunkirk Specialty Steel, LLC         Inventory           $282,172
P.O. Box 640595
Pittsburgh, PA 15264
Email: c.neiport@univstainless.com

High Performance Alloys              Inventory           $251,777
P.O. Box 40
Tipton, IN 46072
Email: september.kirchner@hpalloy.com

Republic Steel                       Inventory           $212,990
Email: BBoynar@RepublicSteel.com

Nucor Cold Finish Wisconsin          Inventory           $202,768

ATI Flat Rolled Products             Inventory           $199,261
Email: cindy.schmidt@atimetals.com

Universal Alloy Corp.                Inventory           $198,636

Scot Forge Company                   Inventory           $198,109
Email: MSplitt@scotforge.com

Raytrans Management               Transportation         $195,605
Email: gpaprocki@raytrans.com

Nucor Steel Memphis Inc.             Inventory           $192,747

Success Logistics, Inc.           Transportation         $166,164
Email: kcarlile@successntl.com

Nelsen Steel Company                 Inventory           $158,638
Email: jfonseca@nelsensteel.com

DGI Supply                           Warehouse           $154,243
Email: Dschnath@dgisupply.com        Supplies

Gilbank Construction                 Equipment           $150,278

Nucor Steel-Hertford City            Inventory           $131,720

Schaffer Grinding                    Processor           $117,020
Email: cathy@schaffergrinding.com

TA Chen Int'l Corporation            Inventory           $101,779
Email: stainless_laar@tachen.com

Drees Wood Products, Inc.               Rent             $101,783

National Bronze & Metals             Inventory            $92,808

Hammond 4527 Columbia LLC               Rent              $90,374
Email: jmondel@irgra.com

Nucor Steel Longview LLC              Inventory           $87,681

Steel Dynamics, Inc.                  Inventory           $84,700
Email: deb.walters@steeldynamics.com

Pennex Aluminum Co LLC                Inventory           $82,374
Email: bluchisan@pennexaluminum.com

Roda Specialty Steel                  Inventory           $79,968
Email: info@rodaspecialtysteel.com

Veridiam, Inc.                        Inventory           $79,273
Email: AVega@veridiam.com


AM CASTLE: Files for Chapter 11 With Prepackaged Plan
-----------------------------------------------------
A.M. Castle & Co. and four affiliates commenced Chapter 11 cases to
implement a prepackaged chapter 11 plan that has the support of the
Debtors' principal creditor constituents and will effectuate a
comprehensive balance sheet restructuring.

Through the restructuring, the Debtors will emerge from bankruptcy
as a deleveraged and well-capitalized company that will be in
position to thrive and to continue to provide its customers with
the high-quality, dependable products and services that are its
hallmark.

Under the terms of the Prepackaged Joint Chapter 11 Plan of
Reorganization, the Debtors will meaningfully deleverage their
balance sheet by:

   (a) satisfying $112 million of its prepetition first lien
Secured Claims either through (i) payment in full in cash from the
proceeds of a new asset based loan facility or (ii) a roll up of
the existing facility and payment of cash,

   (b) satisfying $177 million in prepetition second lien secured
claims through (i) the issuance of $111.875 million initial
principal amount of new second lien convertible notes, (ii) $6.65
million in cash, and (iii) 65% of the new equity in A.M. Castle
(subject to dilution as set forth in the Plan),

   (c) satisfying $22.3 million of their prepetition third lien
secured claims through the (i) the issuance of $3.125 million
initial principal amount of new second lien convertible notes and
(ii) 15% of the new equity in A.M. Castle (subject to dilution as
set forth in the Plan).

The Debtors' prepetition lenders have also agreed, subject to the
Court's approval, to permit the Debtors to use cash collateral to
help fund the costs of the Debtors' day-to-day operations and the
Restructuring.

The Debtors' creditors throughout their capital structure
overwhelmingly support the Restructuring.  Pursuant to the
Restructuring Support Agreement, holders of 100% in principal
amount of the Prepetition First Lien Secured Claims, approximately
92% in principal amount of the Prepetition Second Lien Secured
Claims, and approximately 61% in principal amount of the
Prepetition Third Lien Secured Claims, have agreed, subject to the
terms and conditions of the RSA, to vote in favor of the Plan.

                     Prepetition Indebtedness

As of June 18, 2017, the Debtors' significant prepetition
indebtedness is approximately $411 million, which includes secured
financing obligations in the principal amount of $311 million and
general unsecured obligations in the amount of $90 million to $100
million.

The Debtors' funded debt obligations are:

   * the aggregate principal amount of $112,000,000 plus the exit
fee plus accrued and unpaid interest under a Credit and Guaranty
Agreement, dated as of Dec. 8, 2016 (the "First Lien Credit
Agreement") with Cantor Fitzgerald Securities, as administrative
and collateral agent (the "First Lien Agent"), and the lenders that
are parties thereto from time to time (the "First Lien Lenders");

   * the principal amount of $177,019,000 plus accrued and unpaid
interest, and additional fees and costs under 12.75% senior secured
notes due 2018 (the "Second Lien Notes") pursuant to an Indenture,
dated as of February 8, 2016 (the "Second Lien Notes Indenture"),
with U.S. Bank National Association, as indenture trustee and
collateral agent (the "Second Lien Trustee," and together with the
holders of the Second Lien Notes, the "Prepetition Second Lien
Creditors");

   * the aggregate principal amount of $22,323,000 plus accrued and
unpaid interest with respect thereto and any additional fees,
costs, expenses under 5.25% convertible senior secured notes due
2019 (the "Third Lien Notes") pursuant to an Indenture, dated as of
May 19, 2016 (the "Third Lien Notes Indenture") with U.S. Bank
National Association, as indenture trustee and collateral agent
(the "Third Lien Trustee," and together with the holders of Third
Lien Notes, the "Prepetition Third Lien Creditors").

The Debtors incur general unsecured trade debt in the ordinary
course of business.  As of the Petition Date, the Debtors estimate
that they have approximately $90 million to $100 million in general
unsecured obligations, which the Debtors intend to continue to pay
in the ordinary course.  In addition, the Debtors are the subject
of various litigation claims, which are disputed.

The effect of the restructuring on the Debtors' capital structure
is summarized as follows:

                                                   Estimated
   Type of Claim              Estimated Amount     Recovery
   -------------              ----------------     ---------
First Lien Secured Claims       $112.0 million       100%
2nd Lien Secured Claims         $177.0 million      63%-69%
3rd Lien Secured Claims          $22.3 million      14%-26%
General Unsecured Claims   $90 to $100 million       100%

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

   http://bankrupt.com/misc/AM_Castle_9_1st_Day_Affidavit.pdf

                     About A.M. Castle & Co.

Founded in 1890, and with headquarters in Oak Brook, Illinois, A.
M. Castle & Co. (OTCQB:CASL) is a global distributor of specialty
metal and supply chain services, principally serving the producer
durable equipment, commercial aircraft, heavy equipment, industrial
goods, construction equipment, and retail sectors of the global
economy.  It specializes in the distribution of alloy and stainless
steels; nickel alloys; aluminum and carbon.  Together, A.M. Castle
and its affiliated companies operate out of 21 metals service
centers located throughout North America, Europe and Asia.

The Company reported a net loss of $13.49 million on $135.9 million
of revenue in the three months ended March 31, 2017, following a
net loss of $36.87 million on $163.8 million of revenue for the
same period in 2016.

The Company disclosed $339.2 million in assets, $388.4 million in
liabilities and a $49.195 million stockholders deficit as of March
31, 2017.

On June 18, 2017, A.M. Castle & Co., Keystone Tube Company, LLC,
and three related entities sought Chapter 11 protection (Bankr. D.
Del.) to seek confirmation of a Prepackaged Joint Chapter 11 Plan
of Reorganization.

The cases are jointly administered under the lead case of Keystone
Tube Company LLC (Bankr. D. Del. Case No. 17-11330) and are pending
before the Honorable Laurie Selber Silverstein.

The Debtors tapped Pachulski Stang Ziel & Jones LLP as counsel,
Imperial Capital, LLC, as financial advisor, Deloitte Tax LLP, as
tax advisor; Deloitte & Touche LLP as tax auditor; and Fenwick &
West LLP, as tax counsel.  Kurtzman Carson Consultants LLC is the
claims and solicitation agent.

Creditors that are parties to the Restructuring Support Agreement
("Consenting Creditors") tapped Paul, Weiss, Rifkind, Wharton &
Garrison LLP as legal counsel; Conaway Stargatt & Taylor, LLP, as
co-counsel; and Ducera Partners LLC, as financial advisor.
Consenting Creditor SGF, Inc tapped Goodwin Procter LLP as
counsel.

The Consenting Creditors include SGF, Inc, Corre Opportunities
Fund, LP, Highbridge International LLC, Pandora Select Partners,
LP, Whitebox Institutional Partners, LP, and Wolverine Flagship
Fund Trading Limited.


AM CASTLE: Intends to Exit Chapter 11 Cases Quickly
---------------------------------------------------
To reap the full benefits of their balance sheet restructuring,
A.M. Castle & Co. must exit their Chapter 11 cases quickly.

The Debtors have agreed under the Restructuring Support Agreement
with secured lenders to use reasonable best efforts to meet certain
milestones for the restructuring process set forth in the RSA,
including that confirmation of the prepackaged Plan occurs no later
than 60 days after the Petition Date, and that the prepackaged Plan
becomes effective no later than Aug. 31, 2017.

To meet these deadlines, the Debtors have proposed this timetable
for their Prepackaged Joint Chapter 11 Plan of Reorganization:

  * Voting Record Date: May 10, 2017 (prepetition)

  * Commencement of Solicitation: May 15, 2017 (prepetition)

  * Voting Deadline June 2, 2017, at 4:00p.m. (prepetition)

  * Plan Supplement Filing Date: 5 Business Days prior to the
Combined Hearing Proposed Plan/Disclosure Statement

  * Objection Deadline: 5 Business Days prior to the Combined
Hearing, at 4:00 p.m. (prevailing Eastern Time)

  * Proposed Executory Contract Objection Deadline: 5 Business Days
prior to the Combined Hearing, at 4:00 p.m. (prevailing Eastern
Time)

  * Proposed Equity Holder Election Deadline: 5 Business Days prior
to the Combined Hearing, at 4:00p.m. (prevailing Eastern Time)

  * Proposed Plan/Disclosure Statement Reply Deadline: 3 Business
Days prior to the Combined Hearing

  * Proposed Combined Hearing Date: On or about August 3 or 4,
2017

In keeping with the desire to limit the length of the Chapter 11
Cases, the Debtors began soliciting votes on the prepackaged Plan
before filing their chapter 11 petitions for relief.

On May 15, 2017, the Debtors served the Disclosure Statement
pursuant to sections 1125 and 1126(b) of the Bankruptcy Code on
holders of impaired claims entitled to vote and have requested the
voting creditors to submit their ballots by the voting deadline of
June 2, 2017.  The voting creditors overwhelmingly support
confirmation of the Plan.  Specifically, 100% of the Holders of
the
Prepetition First Lien Secured Claims in amount and 100% in number,
100% of the Holders of the Prepetition Second Lien Secured Claims
in amount and 100% in number, and 79.24% of the Holders of the
Prepetition Third Lien Secured Claims in amount and 62.50% in
number, voted in favor of the Plan.

                     About A.M. Castle & Co.

Founded in 1890, and with headquarters in Oak Brook, Illinois, A.
M. Castle & Co. (OTCQB:CASL) is a global distributor of specialty
metal and supply chain services, principally serving the producer
durable equipment, commercial aircraft, heavy equipment, industrial
goods, construction equipment, and retail sectors of the global
economy.  It specializes in the distribution of alloy and stainless
steels; nickel alloys; aluminum and carbon.  Together, A.M. Castle
and its affiliated companies operate out of 21 metals service
centers located throughout North America, Europe and Asia.

The Company reported a net loss of $13.49 million on $135.9 million
of revenue in the three months ended March 31, 2017, following a
net loss of $36.87 million on $163.8 million of revenue for the
same period in 2016.

The Company disclosed $339.2 million in assets, $388.4 million in
liabilities and a $49.195 million stockholders deficit as of March
31, 2017.

On June 18, 2017, A.M. Castle & Co., Keystone Tube Company, LLC,
and three related entities sought Chapter 11 protection (Bankr. D.
Del.) to seek confirmation of a Prepackaged Joint Chapter 11 Plan
of Reorganization.

The cases are jointly administered under the lead case of Keystone
Tube Company LLC (Bankr. D. Del. Case No. 17-11330) and are pending
before the Honorable Laurie Selber Silverstein.

The Debtors tapped Pachulski Stang Ziel & Jones LLP as counsel,
Imperial Capital, LLC, as financial advisor, Deloitte Tax LLP, as
tax advisor; Deloitte & Touche LLP as tax auditor; and Fenwick &
West LLP, as tax counsel.  Kurtzman Carson Consultants LLC is the
claims and solicitation agent.

Creditors that are parties to the Restructuring Support Agreement
("Consenting Creditors") tapped Paul, Weiss, Rifkind, Wharton &
Garrison LLP as legal counsel; Conaway Stargatt & Taylor, LLP, as
co-counsel; and Ducera Partners LLC, as financial advisor.
Consenting Creditor SGF, Inc tapped Goodwin Procter LLP as
counsel.

The Consenting Creditors include SGF, Inc, Corre Opportunities
Fund, LP, Highbridge International LLC, Pandora Select Partners,
LP, Whitebox Institutional Partners, LP, and Wolverine Flagship
Fund Trading Limited.


AM CASTLE: Seeks to Assume Restructuring Support Agreement
----------------------------------------------------------
A.M. Castle & Co. and its affiliated debtors seek authorization
from the Delaware Bankruptcy Court to:

     (i) assume (a) the Restructuring Support Agreement dated as of
April 6, 2017 (as amended  May 12, 2017 and June 8, 2017) that the
Company entered into with Consenting Creditors; and (b) the
Commitment Agreement dated as of June 16, 2017,

    (ii) pay and reimburse related fees and expenses, and

   (iii) indemnify the parties thereto.

Consenting Creditors that are parties to Restructuring Support
Agreement include SGF, Inc, Corre Opportunities Fund, LP and its
affiliated funds, Highbridge International LLC and its affiliated
funds, Pandora Select Partners, LP, Whitebox Institutional
Partners, LP and its affiliated funds, and Wolverine Flagship Fund
Trading Limited.

The Debtors filed their Prepackaged Joint Chapter 11 Plan of
Reorganization together with the bankruptcy petitions.  The
Prepackaged Joint Plan proposes to implement the transactions
contemplated under the RSA and the Commitment Agreement.

Patrick R. Anderson, the Chief Financial Officer and Executive Vice
President of A.M. Castle & Co., avers that the Plan provides the
best restructuring alternative available to these estates. Notably,
the Plan is comprised of these key elements:

   -- providing a 100% recovery to Allowed General Unsecured Claims
and all creditors who are Unimpaired under the Plan;

   -- implementing a new senior secured exit financing facility and
issuing second lien secured New Money Notes in consideration of a
capital infusion of up to $40 million to refinance or exchange the
Prepetition First Lien Secured Claims and to provide working
capital for the Reorganized Debtors;

   -- deleveraging the Debtors' balance sheet by exchanging
approximately $200 million of the Prepetition Second Lien Notes and
the Prepetition Third Lien Notes for New Common Stock in the
Reorganized Debtors and certain convertible Exchange Notes,
together with certain Cash distributions; and

   -- extinguishing all of the existing Equity Interests in A.M.
Castle & Co., but providing Holders of such Equity Interests with
the opportunity to receive a 20% share of New Common Stock in
Reorganized Parent, subject to dilution, as part of a settlement
encompassed in the Plan.

Through the Plan, the Debtors expect to reduce their ongoing cash
interest expense by more than 70% and to create a sustainable
capital structure that will uniquely position the Reorganized
Debtors for success in the metals industry.

Prior to the Petition Date, the Debtors solicited votes on the Plan
from the Holders of Impaired Claims.  The results unequivocally
demonstrate overwhelming creditor support for the Plan.
Specifically, 100% of the Holders of the Prepetition First Lien
Secured Claims in amount and 100% in number, 100% of the Holders of
the Prepetition Second Lien Secured Claims in amount and 100% in
number, and 79.24% of the Holders of the Prepetition Third Lien
Secured Claims in amount and 62.50% in number, voted in favor of
the Plan.

The Debtors now seek to assume the RSA and the Commitment Agreement
in order to ensure the continuing support and commitment of the
Consenting Creditors and the Commitment Parties in accordance with
the terms thereof.

                             The RSA

Prior to the Petition Date, the Debtors engaged in good-faith,
arm's length negotiations with certain of their largest creditors
regarding the terms of a potential financial restructuring.  After
weeks of negotiations, those discussions ultimately resulted in
execution of the RSA on April 6, 2017. The creditors that executed
the RSA and have agreed to support the Debtors' restructuring
efforts include Holders of 100% of the Prepetition First Lien
Secured Claims, approximately 92% of the Prepetition Second Lien
Secured Claims, and approximately 61% of the Prepetition Third Lien
Secured Claims.

Pursuant to the RSA, the Debtors will effectuate a global
restructuring of their capital structure, while preserving the
Debtors' business operations and going concern value and satisfying
all general unsecured claims in full.

The RSA includes certain "case milestones," including:

     (a) entry of an order approving this Motion within 30 days
following the Petition Date,

     (b) entry of an order confirming the Plan and approving the
Disclosure Statement within 60 days following the Petition Date,
and

     (c) the occurrence of the effective date of the Plan by August
31, 2017.

Failure to meet any of the milestones may result in the Consenting
Creditors terminating the RSA.  Such a result would derail the
Debtors' prospects of expeditiously emerging from chapter 11 with a
deleveraged balance sheet, to the detriment of all of their
stakeholders.

Further, under the RSA, the Debtors agreed to pay the reasonable
fees and expenses incurred by the legal and financial advisors to:


     (a) the Consenting Creditors, consisting of (i) Ducera
Partners LLC, as financial advisor, (ii) Paul, Weiss, Rifkind,
Wharton & Garrison LLP, as legal counsel, (iii) Young Conaway
Stargatt & Taylor, LLP, as co-counsel, and (iv) any reasonably
necessary specialist counsel expressly approved in writing by the
Debtors, which approval shall not be unreasonably withheld), and

     (b) SGF, Inc., in its capacity as a Consenting Creditor,
consisting of Goodwin Procter LLP and one local counsel for SGF,

in an aggregate amount, including all amounts attributable to
negotiating, documenting and entering into the RSA, implementing
the transactions contemplated by the Restructuring, and enforcing
the RSA, of up to $125,000, as such fees and expenses become due.
All prepetition Restructuring Expenses will have been paid by the
Debtors or will be paid as cure payments pursuant to this Court's
approval of the Motion.

Lastly, the Debtors agreed to indemnify and hold harmless the
Consenting Creditors and certain other parties from and against any
and all losses, claims, damages, liabilities, and reasonable fees
and expenses, joint or several, to which an Indemnified Person may
become subject to the extent arising out of or in connection with
(i) any third-party claim, challenge, litigation, investigation, or
proceeding with respect to the RSA, these chapter 11 cases, or the
transactions contemplated by the RSA, or (ii) any breach by the
Debtors under the RSA, and to reimburse such Indemnified Persons
for any reasonable legal or other reasonable out-of-pocket expenses
as they are incurred in connection with investigating, responding
to, or defending any of the foregoing and to reimburse such
Indemnified Person for any reasonable legal or other reasonable
out-of-pocket expenses as they are incurred in connection with
investigating, responding to, or defending any of the foregoing,
all in accordance with terms of the RSA.

                     The Commitment Agreement

Prior to the Petition Date, on June 16, 2017, the Debtors and the
Commitment Parties entered into the Commitment Agreement.  The
Commitment Parties consist of all of the Holders of the Prepetition
First Lien Secured Claims.  The Commitment Agreement contains the
same case milestones as the RSA, including the requirement that
this Court enter an order approving the RSA Motion within 30 days
following the Petition Date. Further, the Commitment Agreement may
be terminated if the RSA is terminated.

Pursuant to the Commitment Agreement, each of the Commitment
Parties agreed, subject to the terms and conditions set forth
therein, to purchase its Commitment Amount of New Notes to be
issued by the Reorganized Debtors under the Plan -- New Money Notes
-- for an aggregate purchase price of up to $40 million, subject to
decrease based on the Debtors' Opening Liquidity as of the
Effective Date.

The New Money Notes will be issued at a price of $800 in cash for
each $1,000 in principal amount of New Money Notes.

In consideration for the Commitment Parties' agreements in the
Commitment Agreement, the Debtors agreed to pay the Commitment
Parties a put option payment equal to $2.0 million (which
represents 5.0% of the maximum New Money Amount) (the "Put Option
Payment"). In addition, the Debtors agreed to reimburse the
reasonable fees and expenses incurred by the legal and financial
advisors to the Commitment Parties represented by Paul, Weiss (the
"Commitment Expenses") and to indemnify the Commitment Parties
generally consistent with the provisions of the Creditor
Indemnification in the RSA.

Mr. Anderson asserts that assuming the RSA and the Commitment
Agreement is critical to implementing the Plan and is therefore in
the best interests of their estates.  Pursuant to the RSA, among
other things, Holders of approximately 92% of the aggregate
Prepetition First Lien Secured Claims, the Prepetition Second Lien
Claims, and the Prepetition Third Lien Secured Claims -- the only
three classes of Impaired Claims -- have agreed, subject to the
terms and conditions thereof, to support the Plan.  The Commitment
Agreement, in turn, obligates the Commitment Parties to fund up to
$40 million in new money to purchase the New Money Notes to be
issued by the Reorganized Debtors under the Plan.  Such funding is
necessary for the Reorganized Debtors to have sufficient working
capital to satisfy their obligations under the Plan and to invest
in the company's operations after emergence from bankruptcy.
Indeed, without the RSA and the Commitment Agreement and the
support of the Consenting Creditors and the Commitment Parties, it
would be far more expensive and difficult (if not impossible) for
the Debtors to successfully reorganize.

The terms of the RSA and the Commitment Agreement are the product
of extensive arm's length negotiations among the Debtors, the
Consenting Creditors, and the Commitment Parties, as well as their
respective counsel and financial advisors, and represent the
culmination of an extensive collaborative restructuring process in
which all of the abovementioned parties were represented.

Given the significance of the support of the Consenting Creditors
and the Commitment Parties to confirmation of the Plan (and that
failure to obtain approval of the RSA Motion within 30 days of the
Petition Date would give rise to a termination right in favor of
such parties), the Debtors have determined that obtaining Court
approval to assume the RSA and the Commitment Agreement is in the
best interests of all stakeholders.  

According to Mr. Anderson, the reimbursement provisions relating to
the Restructuring Expenses and the Commitment Expenses are designed
to compensate the Consenting Creditors and the Commitment Parties,
respectively, for the out-of-pocket expenses that such parties are
incurring in order to aid the Debtors' restructuring efforts.  The
Put Option Payment, by contrast, compensates the Commitment Parties
for committing to invest up to $40 million of new money capital in
the Reorganized Debtors and the financial risk that the Commitment
Parties are taking by committing such capital.  The Put Option
Payment, which equals $2 million, or 5% of the maximum New Money
Amount, represents a customary and market-rate fee under the
circumstances. Finally, the Creditor Indemnification under the RSA
and the Commitment Agreement are standard protections offered by
the Debtors to the Consenting Creditors and the Commitment Parties
to ensure such parties can turn to these estates for reimbursement
in the event that they suffer losses through their restructuring
efforts in support of these estates.

                     About A.M. Castle & Co.

Founded in 1890, and with headquarters in Oak Brook, Illinois, A.
M. Castle & Co. (OTCQB:CASL) is a global distributor of specialty
metal and supply chain services, principally serving the producer
durable equipment, commercial aircraft, heavy equipment, industrial
goods, construction equipment, and retail sectors of the global
economy.  It specializes in the distribution of alloy and stainless
steels; nickel alloys; aluminum and carbon.  Together, A.M. Castle
and its affiliated companies operate out of 21 metals service
centers located throughout North America, Europe and Asia.

The Company reported a net loss of $13.49 million on $135.9 million
of revenue in the three months ended March 31, 2017, following a
net loss of $36.87 million on $163.8 million of revenue for the
same period in 2016.

The Company disclosed $339.2 million in assets, $388.4 million in
liabilities and a $49.195 million stockholders deficit as of March
31, 2017.

On June 18, 2017, A.M. Castle & Co., Keystone Tube Company, LLC,
and three related entities sought Chapter 11 protection (Bankr. D.
Del.) to seek confirmation of a Prepackaged Joint Chapter 11 Plan
of Reorganization.

The cases are jointly administered under the lead case of Keystone
Tube Company LLC (Bankr. D. Del. Case No. 17-11330) and are pending
before the Honorable Laurie Selber Silverstein.

The Debtors tapped Pachulski Stang Ziel & Jones LLP as counsel,
Imperial Capital, LLC, as financial advisor, Deloitte Tax LLP, as
tax advisor; Deloitte & Touche LLP as tax auditor; and Fenwick &
West LLP, as tax counsel.

Kurtzman Carson Consultants LLC is the claims and solicitation
agent.

Creditors that are parties to the Restructuring Support Agreement
("Consenting Creditors") tapped Paul, Weiss, Rifkind, Wharton &
Garrison LLP as legal counsel; Conaway Stargatt & Taylor, LLP, as
co-counsel; and Ducera Partners LLC, as financial advisor.
Consenting Creditor SGF, Inc tapped Goodwin Procter LLP as
counsel.

The Consenting Creditors include SGF, Inc, Corre Opportunities
Fund, LP, Highbridge International LLC, Pandora Select Partners,
LP, Whitebox Institutional Partners, LP, and Wolverine Flagship
Fund Trading Limited.


AM CASTLE: Unsecureds Owed $100M to Recover 100 Cents on Dollar
---------------------------------------------------------------
A.M. Castle & Co. and its affiliated debtors are seeking
confirmation of a Prepackaged Joint Chapter 11 Plan of
Reorganization that provides that unsecured creditors owed an
estimated $90 million to $100 million will receive payment in full
and are unimpaired.

According to the Plan, each holder of a general unsecured claim, in
full satisfaction, settlement, discharge and release of, and in
exchange for, such claim will receive cash in an amount equal to
allowed amount of the claim on the later of: (a) the Effective
Date, or as soon as practicable thereafter; or (b) the date due in
the ordinary course  of business in accordance with the terms and
conditions of the particular transaction giving rise to claim.

Moreover, the Debtors have proposed that certain unsecured
creditors classified as "trade creditors" that are owed $27.5
million be paid in the ordinary course of business, even before the
effective date of the Plan.

                       Trade Creditors

The Debtors on the Petition Date filed a motion to pay, in the
ordinary course of business, allowed prepetition claims
(collectively, the "Trade Claims") of general unsecured creditors
that provide goods or services related to the Debtors' operations
(collectively, the "Trade Creditors").

For the six months before the Petition Date, the Debtors' average
monthly payment to "Trade Creditors was approximately $28.2
million.  The Debtors estimate that, as of the Petition Date,
approximately $27,500,000 of undisputed Trade Claims have accrued.


Through the Trade Creditors, the Debtors purchase specialty metals
and related processing services (heat treat, polish, straighten,
etc.).  The Debtors purchase goods and services for the purpose of
operating cranes, side-loaders, forklifts, scales, racks, saws, saw
blades, and repairs related to this and other equipment.  The
Debtors hire transportation providers in connection with the
shipping of their products and delivery of goods, including packing
and shipping materials, some of which are specialized. In addition,
the Debtors purchase protective and safety equipment to help ensure
that their employees are working in a protected and safe work
environment.  The Trade Creditors provide the Debtors with
uninterrupted access to the necessary goods and services that
enable them to operate their businesses smoothly.

No party in interest will be prejudiced by the proposed payments to
Trade Claims because the Trade Claims are unimpaired under the
Prepackaged Plan and will be paid in full upon the effective date
of the Prepackaged Plan.  Thus, the relief requested seeks to alter
only the timing, not the amount or priority, of such payments.

Accordingly, the Debtors believe that paying the relatively modest
amount of Trade Claims -- 8% of the total debt to be restructured
in these chapter 11 cases in the ordinary course is prudent when
compared to the amount the Debtors' stakeholders stand to lose if
the Debtors' businesses were to be interrupted.

                Treatment of Other Claims, Interests

Holders of approximately 92% of the aggregate prepetition first
lien secured claims, the prepetition second lien claims, and the
prepetition third lien secured claims -- the only three classes of
Impaired Claims under the Plan -- have agreed, subject to the terms
and conditions thereof, to support the Plan.  The Plan will satisfy
(i) $112 million of its prepetition first lien secured claims
either through payment in cash and/or a roll-up of the existing
facility; $177 million in prepetition second lien secured claims
through the issuance of new notes, payment of $6.65 million in
cash, and issuance of 65% of the new equity in A.M. Castle, and
(iii) $22.3 million of their prepetition third lien secured claims
through the  issuance of convertible notes and issuance of 15% of
the new equity in A.M. Castle.  Holders of First Lien Secured
Claims are slated to have a 100% recovery; holders of 2nd Lien
Secured Claims will recover 63% to 69%; and holders of 3rd Lien
Secured Claims will recover 14% to 26%.

The existing equity interests in A.M. Castle will be extinguished
and holders thereof will not receive any recovery on account of the
equity interests.  However, in full settlement of any potential
claims that the holders of equity interests in A.M. Castle could
assert against the Debtors, on the Effective Date, each holder of
an equity interest who does not object to the Plan and does not
opt-out of the releases contained in the Plan will receive such
holder's pro rata share of 20.0% of the new common stock, subject
to dilution.

                            New Board

The board of directors of the Reorganized Parent will be comprised
of five members: (i) the President and Chief Executive Officer of
reorganized A.M. Castle, (ii) Jon Mellin, and (iii) three directors
selected by the Consenting Creditors.  Steven W. Scheinkman will be
chairperson of the New Board until the 2018 annual shareholders
meeting, or longer if approved by the New Board.

The Reorganized Parent will adopt and implement a new management
equity incentive plan (the "Management Incentive Plan"). Among
other things, the Management Incentive Plan will provide for 10% of
the New Common Stock outstanding as of the Effective Date on a
fully diluted basis to be reserved for grants to be approved by the
New Board for directors, officers, and other key employees of the
Reorganized Company (the "MIP Pool").  The MIP Pool will consist of
$2.4 million in aggregate initial principal amount of New Notes,
and the remainder will be in the form of New Common Stock.

A copy of the Disclosure Statement explaining the terms of the
Debtors' Prepackaged Joint Chapter 11 Plan of Reorganization is
available at:

        http://bankrupt.com/misc/AM_Castle_17_DS.pdf

                     About A.M. Castle & Co.

Founded in 1890, and with headquarters in Oak Brook, Illinois, A.
M. Castle & Co. (OTCQB:CASL) is a global distributor of specialty
metal and supply chain services, principally serving the producer
durable equipment, commercial aircraft, heavy equipment, industrial
goods, construction equipment, and retail sectors of the global
economy.  It specializes in the distribution of alloy and stainless
steels; nickel alloys; aluminum and carbon.  Together, A.M. Castle
and its affiliated companies operate out of 21 metals service
centers located throughout North America, Europe and Asia.

The Company reported a net loss of $13.49 million on $135.9 million
of revenue in the three months ended March 31, 2017, following a
net loss of $36.87 million on $163.8 million of revenue for the
same period in 2016.

The Company disclosed $339.2 million in assets, $388.4 million in
liabilities and a $49.195 million stockholders deficit as of March
31, 2017.

A.M. Castle & Co., Keystone Tube Company, LLC, and three related
entities sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
17-11331) on June 18, 2017, to seek confirmation of a Prepackaged
Joint Chapter 11 Plan of Reorganization.


AMERICAN CASINO: S&P Puts 'B+' CCR on CreditWatch Negative
----------------------------------------------------------
S&P Global Ratings placed its 'B+' corporate credit rating on Las
Vegas-based gaming operator American Casino & Entertainment
Properties LLC (ACEP) on CreditWatch with negative implications.  

S&P is not placing the issue-level ratings on ACEP on CreditWatch.
S&P expects the debt will be repaid as part of Golden Entertainment
Inc.'s acquisition of ACEP, and S&P will withdraw those ratings.

"The CreditWatch listing reflects our belief that 2017 adjusted
debt to EBITDA, pro forma to include a full year of expected ACEP
and Golden EBITDA and incorporating cost synergies, will be at
least in the mid- to high-5x area," said S&P Global Ratings credit
analyst Ariel Silverberg.

That is above S&P's 5x downgrade threshold for ACEP at the current
rating.

S&P expects to resolve the CreditWatch listing once it can assess
the likelihood and timing for the combined entity's leverage to
improve to under 5x.  S&P believes this will include both an
understanding of potential synergies and Golden's financial policy.
S&P believes if a downgrade were the outcome of its review, it
would likely be limited to one notch.


APOLLO ENDOSURGERY: May Issue 1 Mil. Shares Under 2017 Equity Plan
------------------------------------------------------------------
Apollo Endosurgery, Inc. filed a Form S-8 registration statement
with the Securities and Exchange Commission to register 1,000,000
shares under the Company's 2017 Equity Incentive Plan.  The
proposed maximum aggregate offering price is $6,590,000.

Section 145 of the Delaware General Corporation Law authorizes a
court to award, or a corporation's board of directors to grant,
indemnity to directors and officers in terms sufficiently broad to
permit such indemnification under certain circumstances for
liabilities, including reimbursement for expenses incurred, arising
under the Securities Act.

The Company's amended and restated certificate of incorporation
provides for indemnification of its directors, officers, employees
and other agents to the maximum extent permitted by the Delaware
General Corporation Law, and the Company's amended and restated
bylaws require it to indemnify its directors, officers, employees,
and other agents to the maximum extent permitted by the Delaware
General Corporation Law.  However, Delaware law prohibits the
Company's certificate of incorporation from limiting the liability
of the Company's directors for the following:

   * any breach of the director's duty of loyalty to the Company
     or to its stockholders;

   * acts or omissions not in good faith or that involve
     intentional misconduct or a knowing violation of law;

   * unlawful payment of dividends or unlawful stock repurchases
     or redemptions; and

   * any transaction from which the director derived an improper
     personal benefit.

The Company has entered into agreements to indemnify each of its
directors and officers.  These agreements provide for the
indemnification of such persons for all reasonable expenses and
liabilities incurred in connection with any action or proceeding
brought against them by reason of the fact that they are or were
serving in such capacity.

The Company may maintain insurance policies that indemnify its
directors and officers against various liabilities arising under
the Securities Act and the Exchange Act that might be incurred by
any director or officer in his capacity as such.  The Company has
obtained director and officer liability insurance to cover
liabilities directors and officers may incur in connection with
their services to the Company.

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

                      https://is.gd/4OFGy9

                  About Apollo Endosurgery, Inc.

Apollo Endosurgery, Inc. -- http://www.apolloendo.com/-- is a
medical device company focused on less invasive therapies for the
treatment of obesity, a condition facing over 600 million people
globally, as well as other gastrointestinal disorders.  Apollo's
device based therapies are an alternative to invasive surgical
procedures, thus lowering complication rates and reducing total
healthcare costs.  Apollo's products are offered in over 80
countries today.  Apollo's common stock is traded on NASDAQ Global
Market under the symbol "APEN".  

On Dec. 29, 2016, a wholly owned subsidiary of Lpath, Inc. merged
with and into Apollo Endosurgery, Inc. resulting in Original Apollo
becoming a wholly owned subsidiary of Lpath.  At the Effective
Time, Lpath effected a name change to "Apollo Endosurgery, Inc."
Each share of Original Apollo common stock (after adjusting for the
1-for-5.5 reverse split of common stock effected by the Issuer
immediately following consummation of the Merger) was exchanged for
0.31632739 shares of the Issuer's common stock at the Effective
Time of the Merger.

Apollo Endosurgery reported a net loss attributable to common
stockholders of $41.16 million on $64.86 million of revenues for
the year ended Dec. 31, 2016, compared to a net loss attributable
to common stockholders of $36.38 million on $67.79 million of
revenues for the year ended Dec. 31, 2015.  As of March 31, 2017,
Apollo Endosurgery had $88.57 million in total assets, $54.10
million in total liabilities and $34.47 million in total
stockholders' equity.


APPLEWOOD CAFE: Can Use NYS Tax Cash Collateral on Final Basis
--------------------------------------------------------------
Judge Michael J. Kaplan of the U.S. Bankruptcy Court for the
Western District of New York signed a Final Order authorizing
Applewood Cafe, LLC, d/b/a Apple Wood Cafe & Catering, to use cash
collateral in which the New York State Department of Taxation and
Finance has or claims liens.

The Debtor is authorized and permitted to use cash collateral, in
the ordinary course of the its business, until such time as: (a)
NYS Tax' secured and priority unsecured claims are paid in full;
(b) the Debtor confirms a Chapter 11 Plan of Reorganization; (c) a
Chapter 11 Trustee is appointed; (d) the Debtor's case if converted
or dismissed; or (e) the Court orders otherwise.

NYS Tax is granted rollover replacement liens in post-petition
assets of the Debtor of the same relative priority and on the same
types and kinds of collateral as it possessed prepetition, as the
same may ultimately be determined.

As additional adequate protection to NYS Tax, the Debtor will make
adequate protection payments to NYS Tax totaling $2,000 per month,
commencing on June 10, 2017.

A full-text copy of the Final Order, dated June 13, 2017, is
available at https://is.gd/ps5WwJ

                      About Applewood Cafe

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

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


ARMSTRONG ENERGY: Elects to Forgo $11.75M Notes Interest Payment
----------------------------------------------------------------
Armstrong Energy, Inc., elected to forgo an interest payment of
$11.75 million, due June 15, 2017, on its 11.75% Senior Secured
Notes maturing 2019, according to a Form 8-K report filed with the
Securities and Exchange Commission.  The Company has elected to
forgo payment as it engages in ongoing discussions with certain
members of an ad-hoc group of bondholders whose members hold a
substantial majority of the Senior Secured Notes.

The election to forgo the interest payment does not constitute an
event of default as defined under the indenture governing the
Senior Secured Notes.  Pursuant to the indenture governing the
Senior Secured Notes, the Company is afforded a 30-day grace period
before an event of default is deemed to have occurred.  If the
interest payment is not made within 30 days of June 15, 2017, the
trustee or holders of at least 25% in principal amount of the
outstanding Senior Secured Notes may declare the principal and all
accrued and unpaid interest immediately due and payable.

The Company believes that the liquidity provided by its current
cash position (approximately $58.8 million as of March 31, 2017)
will allow it to continue to fund its ongoing operations and to
meet all of its current obligations to pay suppliers, employees,
vendors and others.  The Company is continuing to engage in
discussions with its bondholders regarding a restructuring of its
capital structure to improve its liquidity.  However, the Company
gives no assurances that a definitive agreement will be reached to
address the Company's liquidity needs.

                       About Armstrong

Armstrong Energy, Inc., is a diversified producer of low chlorine,
high sulfur thermal coal from the Illinois Basin, with both surface
and underground mines.  The Company markets its coal primarily to
proximate and investment grade electric utility companies as fuel
for their steam-powered generators.  Based on 2015 production, the
Company is the fifth largest producer in the Illinois Basin and the
second largest in Western Kentucky.

Armstrong reported a net loss of $58.83 million on $253.9 million
of revenue for the year ended Dec. 31, 2016, compared to a net loss
of $162.14 million on $360.90 million of revenue for the year ended
Dec. 31, 2015.  As of Dec. 31, 2016, Armstrong Energy had $334.2
million in total assets, $428.0 million in total liabilities and a
total stockholders' deficit of $93.80 million.

Ernst & Young LLP, in St. Louis, Missouri, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company incurred a substantial
loss from operations and has a net capital deficit as of and for
the year ended Dec. 31, 2016.  The Company's operating plan
indicates that it will continue to incur losses from operations,
and generate negative cash flows from operating activities during
the year ended Dec. 31, 2017.  These projections and certain
liquidity risks raise substantial doubt about the Company's ability
to meet its obligations as they become due within one year after
March 31, 2017, and continue as a going concern.

                        *    *    *

As reported by the TCR on April 7, 2017, S&P Global Ratings said it
lowered its corporate credit rating on Armstrong Energy Inc. to
'CCC-' from 'CCC'.  The outlook is negative.  "The negative outlook
reflects our view that a default, restructuring, or debt exchange
is inevitable in the next six months," said S&P Global Ratings
credit analyst Vania Dimova.  "We anticipate that free operating
cash flow will remain negative, which will continue to erode
liquidity and increase the risk to a successful restructuring of
the senior secured notes."


In March 2016, Moody's Investors Service downgraded the ratings of
Armstrong Energy, Inc., including its corporate family rating to
'Caa1' from 'B3', probability of default rating (PDR) to 'Caa1-PD'
from 'B3-PD', and the rating on the senior secured notes to 'Caa2'
from 'B3'.  The outlook is negative.


ARMSTRONG ENERGY: S&P Cuts CCR to 'CC' on Missed Interest Payment
-----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit and issue-level
ratings on Armstrong Energy Inc. to 'CC' from 'CCC-' and placed the
ratings on CreditWatch with negative implications.  The recovery
rating on the company's senior secured debt remains '4', indicating
S&P's expectation of average (30%-50%, rounded estimate: 45%)
recovery in the event of a payment default.

"The downgrade reflects that Armstrong has elected to forego its
June 15, 2017, interest payment on its $195 million 11.75% senior
secured notes due December 2019," said S&P Global Ratings credit
analyst Vania Dimova.

S&P expects to resolve the CreditWatch placement within 30 days,
when the grace period expires for its missed interest payment.  S&P
would lower the ratings to 'D' if the company fails to make the
interest payment by July 15, 2017, or if S&P expects the company to
reorganize or file for bankruptcy.


ARROWHEAD GOLF CLUB: Hearing on Disclosures OK Set for July 13
--------------------------------------------------------------
The Hon. Michael J. Kaplan of the U.S. Bankruptcy Court for the
Western District of New York will hold on July 13, 2017, at 10:00
a.m. the hearing to consider the approval of Arrowhead Golf Club
Links, LLC's disclosure statement dated June 5, 2017, referring to
the Debtor's Chapter 11 plan.

Objections to the Disclosure Statement must be filed by July 10,
2017.

Headquartered in Clarence, New York, Arrowhead Golf Club Links,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.Y.
Case No. 14-10024) on Jan. 7, 2014, estimating its assets and
liabilities at between $1 million and $10 million each.  The
petition was signed by Joseph J. Frey, member.

Arthur G. Baumeister, Jr., Esq., at Amigone, Sanchez, Et Al serves
as the Debtor's bankruptcy counsel.


AUBURN ARMATURE: Taps Harter Secrest as Special Counsel
-------------------------------------------------------
Auburn Armature, Inc. seeks approval from the U.S. Bankruptcy Court
for the Northern District of New York to hire Harter Secrest &
Emery LLP.

The firm will provide legal services to the company, EASA
Acquisition I LLC and EASA Acquisition II LLC as "special
transactional counsel" and "special conflicts counsel."

The hourly rates charged by the firm range from $225 to $325 for
associates and $170 to $225 for paralegals.  William Hoy IV, Esq.,
a partner at Harter and the attorney designated to represent the
Debtors, will charge $430 per hour.

Harter Secrest received a retainer in the amount of $15,000 from
the Debtor.

Mr. Hoy disclosed in a court filing that his firm has no adverse
connection with the Debtors or any of their creditors.

The firm can be reached through:

     William A. Hoy IV, Esq.
     Harter Secrest & Emery LLP
     1600 Bausch & Lomb Place
     Rochester, NY 14604
     Phone: 585-232-6500
     Fax: 585-232-2152

                      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) on May 19, 2017.  Geoffrey L.
Murphy, president & CEO, signed the petitions.  AAI estimated $10
million to $50 million in assets and debt.

Judge Margaret M. Cangilos-Ruiz presides over the case.  Menter,
Rudin & Trivelpiece, P.C., serves as counsel to the Debtors.
League Park Advisors is the Debtors' investment banker.

On June 1, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  No trustee or examiner
has been appointed.


AURORA DIAGNOSTICS: Moody's Considers Notes Exchange as Distressed
------------------------------------------------------------------
Moody's Investors Service considers Aurora Diagnostics Holdings,
LLC's debt exchange, which closed on May 25, 2017, to be a
distressed exchange, which constitutes a default under Moody's
definition. Aurora exchanged $198.1 million of 10.75% senior
unsecured notes due 2018 for a like amount of new 12.250%
Increasing Rate Senior Notes due 2020 and warrants to purchase
common units of the company. There are no changes to any ratings
including the Caa3-PD which was appended with the /LD limited
default indicator. The /LD indicator signals the distressed
exchange of the unsecured notes.

RATINGS RATIONALE

The /LD will remain for one day and then Moody's will withdraw all
ratings on Aurora as there is no longer any rated debt
outstanding.

Aurora Diagnostics Holdings, LLC, the parent company of Aurora
Diagnostics, LLC, through its subsidiaries, provides
physician-based general anatomic and clinical pathology,
dermatopathology, molecular diagnostic services and other esoteric
testing services to physicians, hospitals, clinical laboratories
and surgery centers. The company is majority owned by equity
sponsors KRG Capital Partners and Summit Partners. The company
generated $284 million of revenue in 2016.

The principal methodology used in this rating/analysis was Business
and Consumer Service Industry published in October 2016.


AVENUE C TENANTS: Exit Loan to Fund Latest Reorganization Plan
--------------------------------------------------------------
Avenue C Tenants HDFC on June 8 filed its latest Chapter 11 plan of
reorganization that will be funded through exit financing and cash
on hand.

The company's original plan filed in July last year was premised on
converting the HDFC into a housing cooperative, coupled with the
sale of two vacant apartments.

However, due to the timing of a conversion to a housing cooperative
as well as the potential risks involved, the company abandoned this
plan and pursued alternative means for reorganization, including
exit financing.  Upon securing the exit financing, Avenue C Tenants
has decided to proceed with the June 8 plan.

Under the latest plan, each Class 3 unsecured creditor will receive
payment of cash equal to 100% of its allowed claim, with interest
at the federal judgment rate, from the exit financing and cash on
hand.  

Creditors will be paid on the effective date of the plan or after
their claims are allowed by the court, according to Avenue C
Tenants' latest disclosure statement filed on June 8 with the U.S.
Bankruptcy Court for the Southern District of New York.

A copy of the amended disclosure statement is available for free at
https://is.gd/Py1q9V

                   About Avenue C Tenants HDFC

Avenue C Tenants HDFC operates a mixed-use property located at
73-75 Avenue C, New York, New York, which consists of 16
affordable, rent-stabilized apartments and two commercial spaces.

The property is subject to a foreclosure action initiated by NYCTL
2013-A TRUST and The Bank of New York Mellon as Collateral Agent
and Custodian, which claim has been assigned to NYCTL 1998-2 Trust
and The Bank of New York Mellon as collateral agent and custodian,
the holder of a real estate tax lien against the property.  

As a result of New York City Department of Housing Preservation and
Development's Community Management Program, the Debtor was created
as an HDFC and was issued a deed to the Property in 1981.

Avenue C Tenants HDFC filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 16-11209) on April 29, 2016.  The petition was signed by
Herman Hewitt, senior vice-president.  The Debtor disclosed assets
of $2.04 million and liabilities of $1.28 million.

Judge Stuart M. Bernstein presides over the case.  Arnold Mitchell
Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck,
P.C., serves as counsel to the Debtor.  The Debtor hired Donald
Damon as its accountant, and Barry Mallin & Associates PC as its
special real estate counsel.


B&B BACHRACH: Committee Taps FTI as Financial Advisor
-----------------------------------------------------
The official committee of unsecured creditors of B&B Bachrach LLC
seeks approval from the U.S. Bankruptcy Court for the Central
District of California to hire a financial advisor.

The committee proposes to hire FTI Consulting, Inc. to provide
these services in connection with the Debtor's Chapter 11 case:

     (a) assist in the review of financial-related disclosures
         required by the court;

     (b) assist in the preparation of analyses required to assess
         any proposed debtor-in-possession financing or use of
         cash collateral;

     (c) assist in the assessment and monitoring of the Debtor's
         short-term cash flow, liquidity, and operating results;

     (d) assist in the review of the Debtor's incentive plans, any

         proposed key employee retention or other employee benefit

         programs, if any;

     (e) assist in the review of the Debtor's analysis of core
         business assets and the potential disposition or
         liquidation of non-core assets;

     (f) assist in the review of the Debtor's cost/benefit
         analysis with respect to the affirmation or rejection of
         various executory contracts and leases;

     (g) assist in the review of the Debtor's identification of
         potential cost savings;

     (h) assist in the review and monitoring of any asset sale
         process;

     (i) assist in review of any tax issues associated with
         claims/stock trading, preservation of net operating
         losses, refunds due to the Debtor, plans of
         reorganization, and asset sales;

     (j) assist in the review of the claims reconciliation and
         estimation process;

     (k) assist in the review of other financial information
         prepared by the Debtor;

     (l) attend meetings and assist in discussions;

     (m) assist in the review or preparation of information and
         analysis necessary for the confirmation of a plan;

     (n) assist in the evaluation and analysis of avoidance
         actions;

     (o) assist in the prosecution of committee responses or
         objections to the Debtor's motions.

The hourly rates charged by the firm are:

     Sr. Managing Directors     $840 - $1,050
     Directors                    $630 - $835
     Senior Directors             $630 - $835
     Managing Directors           $630 - $835
     Consultants                  $335 - $605
     Senior Consultants           $335 - $605
     Administrative               $135 - $265
     Paraprofessionals            $135 - $265
     Associates                   $135 - $265

Tamara McGrath, senior managing director of FTI, disclosed in a
court filing that the firm does not hold or represent any interest
adverse to the Debtor's bankruptcy estate.

The firm can be reached through:

     Tamara D. McGrath
     FTI Consulting, Inc.
     633 W. 5th Street, Suite 1600
     Los Angeles, CA 90071-2027
     Tel: +1 213 689 1200
     Fax: +1 213 689 1220
     Email: tamara.mcgrath@fticonsulting.com

                      About B&B Bachrach LLC

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

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

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

The Debtor is represented by Brian L Davidoff, Esq., at Greenberg
Glusker Fields Claman Machtinger LLP.  Solid Asset Solutions LP,
serves as the Debtor's liquidation consultant.  Grobstein Teeple,
LLP has been tapped as financial advisor.

On May 18, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee hired
Pachulski Stang Ziehl & Jones LLP as its legal counsel.


B&B BACHRACH: Hires Grobstein Teeple as Financial Advisor
---------------------------------------------------------
B&B Bachrach, LLC seeks authorization from the U.S. Bankruptcy
Court for the Central District of California to employ Grobstein
Teeple, LLP as financial advisor, effective April 28, 2017.

The Debtor requires Grobstein Teeple to:

   (a) review cash flow projections;

   (b) measure actual cash flow receipts and disbursements against

       budget and report on variances on a weekly basis;

   (c) monitor the financial results of liquidation consultant
       Solid Asset Solutions LLC ("SAS") as it relates to the
       stores that are in the process of liquidation;

   (d) review the agreement with SAS to ascertain their
       compensation bench marks and review of calculations
       supporting them;

   (e) review, on a daily basis, all cash disbursements and
       comparison to budgeted disbursements reporting any
       discrepancies against budget;

   (f) review sales by store against budgeted revenues by store;

   (g) perform analytics on the cash flows of each store
       pertaining to gross profit, payroll, operating costs etc.;

   (h) review disbursement calculations of cash available for
       payment to lender;

   (i) review vendor payments and compare to vendor agreement
       terms;

   (j) coordinate with the professionals representing the Debtor's

       estate;

   (k) assist the Debtor, as requested in its negotiations with
       its landlords and creditors; and

   (l) prepare, and assist in the preparation of reports required
       to maintain compliance with the Office of the United States

       Trustee, the U.S. Bankruptcy Court and other parties in
       interest.

Grobstein Teeple will be paid at these hourly rates:

       Howard Grobstein          $425
       Benjamin Howard           $350
       Brian Lundeen             $275
       Partners and Directors    $300-$425
       Consultants               $100-$255
       Paraprofessionals         $100

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

Howard B. Grobstein, partner of Grobstein Teeple, 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.

Grobstein Teeple can be reached at:

       Howard B. Grobstein
       GROBSTEIN TEEPLE, LLP
       6300 Canoga Avenue, Ste 1500W
       Woodland Hills, CA 91367
       Tel: (818) 532-1020

                      About B&B Bachrach LLC

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

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

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

The Debtor is represented by Brian L Davidoff, Esq., at Greenberg
Glusker Fields Claman Machtinger LLP.  Solid Asset Solutions LP,
serves as the Debtor's liquidation consultant.  Grobstein Teeple,
LLP has been tapped as financial advisor.

On May 18, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee hired
Pachulski Stang Ziehl & Jones LLP as its legal counsel.


BARMER ENTERPRISES: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Barmer Enterprises, LLC as of
June 14, according to a court docket.

                    About Barmer Enterprises

Headquartered in Fort Lauderdale, Florida, Barmer Enterprises, LLC,
owns and operates eight retail bicycle stores known as Bike America
-- http://www.bikeam.com/-- and located in Pembroke Pines, East
Boca, West Boca, Sunrise, Coral Springs, Boynton Beach and West
Palm Beach.  Barmer, which is owned by Gary Mercado and Steven C.
Barnes, bought the retail chain in 2014.  The first Bike America
store opened in 1970 in Boca Raton.  Barmer has about 40 employees
and its assets include inventory and fixtures. It owns no real
estate.

Barmer Enterprises filed a voluntary Chapter 11 petition (Bankr.
S.D. Fla. Case No. 17-16095) on May 15, 2017, estimating assets up
to $50,000 and liabilities between $1 million and $10 million.  The
petition was signed by Gary Mercado, managing member.  Judge
Raymond B. Ray presides over the case.  Susan D. Lasky, Esq., at
Susan D Lasky, PA, serves as the Debtor's bankruptcy counsel.


BAY HARBOUR: Taps Richard L. Brown as Accountant
------------------------------------------------
Bay Harbour Homes, LLC seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to hire an accountant.

The Debtor proposes to hire Richard L. Brown and Company, P.A. to,
among other things, prepare its monthly operating reports and 2016
income tax return, and assist in the preparation of a liquidation
analysis, cash flow projections and other items necessary for its
bankruptcy plan.

Richard Brown and Iris Williams, certified public accountants, will
charge an hourly fee of $350 for their services.

The firm does not represent any interest adverse to the Debtor,
according to court filings.

The firm can be reached through:

     Richard L. Brown
     Richard L. Brown and Company, P.A.
     1810 South Macdill Avenue
     Tampa, FL 33629
     Phone: 813-258-0338
     Fax: 813-258-1773

                   About Bay Harbour Homes LLC

Headquartered in Tampa, Florida, Bay Harbour Homes, LLC filed for
Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No.
17-03805) on May 1, 2017.  The Debtor estimated assets of less than
$50,000 and liabilities of less than $100,000.  Leon A. Williamson,
Jr., Esq., at Leon A. Williamson, Jr., P.A., serves as the Debtor's
bankruptcy counsel.

No official committee of unsecured creditors has been appointed.


BENJAMIN AND BENT: BB&T to Get $4,897 Per Month for 10Yrs. at 7.75%
-------------------------------------------------------------------
Benjamin and Bent Enterprises, LLC, filed with the U.S. Bankruptcy
Court for the District of South Carolina a disclosure statement
with respect to the Debtor's modified plan of reorganization dated
June 5, 2017.

The Class IV claims of Branch Bank & Trust -- totaling $412,573.09
-- will be paid in full in equal monthly installments of $4,897.32,
payable according to a 10-year amortization schedule, together with
quarterly payments in the amount of $5,000.  Payments will start 30
days after the confirmation order is entered by the Court.

This claim will bear interest at the rate of 7.75% per annum.  This
claim is subject to prepayment, in whole or in part, at any time
without penalty.  Any prepayment will reduce the principal loan
balance.  This payment obligation to Class IV will be personally
guaranteed by L. Robert Benjamin and secured by a replacement lien
on all business assets of Debtor, including any and all
after-acquired business assets not otherwise pledged to another
creditor.

Upon Debtor's payment of 36 payments pursuant to the provisions of
the Confirmed Plan, BB&T agrees to release and mark "satisfied" its
mortgage lien on residential real property located at 1008 William
Hilton Parkway Unit A, Hilton Head Island, South Carolina 29928,
owned by Carolyn Benjamin, and recorded in the Office of the Clerk
of Court for Beaufort County, South Carolina in Book 2720 at Page
1916, on or about June 6, 2008.  Class IV is impaired.

A copy of the Disclosure Statement is available at:

           http://bankrupt.com/misc/scb16-05349-102.pdf

As reported by the Troubled Company Reporter on June 5, 2017, the
Debtor filed with the Court its first amended disclosure statement
with respect to the Debtor's first amended plan of reorganization
dated May 22, 2017.  The Debtor proposed a distribution to Class VI
unsecured creditors in an amount equal to a pro rata share of 10%
of the aggregate of the Class IV claims, payable either in a lump
sum on the Effective Date if the Class votes to accept the Plan, or
in monthly payments with 5.25% interest over 120 months.  

              About Benjamin and Bent Enterprises

Benjamin and Bent Enterprises, LLC dba Rick Bent Flooring was
incorporated in 2002 by its current owner and president, L. Robert
Benjamin.  Mr. Benjamin, joined by his daughters and son-in-law,
opened Benjamin and Bent Enterprises, LLC, and started doing
business as Rick Bent Flooring, Inc.  The name RBF was chosen
because Rick Bent, Mr. Benjamin's son-in-law had been doing
business as a floor contractor under the trade name for several
years, and had developed both a good reputation in the area and a
growing book of customer and contractor contacts.  

The Debtor filed a Chapter 11 petition (Bankr. D.S.C. Case No.
16-05349), on Oct. 25, 2016.  The petition was signed by Louis
Benjamin, president.  The case is assigned to Judge John E. Waites.
The Debtor's counsel is Philip L. Fairbanks, Esq., Philip L.
Fairbanks, Esq., P.C.

At the time of filing, the Debtor estimated assets at $100,000 to
$500,000 and liabilities at $1 million to $10 million.  The
petition was signed by Louis Benjamin, president.


BENJAMIN AND BENT: Plan Outline Okayed, Plan Hearing on July 19
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina will
consider approval of the Chapter 11 plan of reorganization for
Benjamin and Bent Enterprises, LLC at a hearing on July 19.

The hearing will be held at 10:30 a.m., at the King & Queen
Building, Room 225, 145 King Street, Charleston, South Carolina.

The court will also consider at the hearing the final approval of
the company's disclosure statement, which it conditionally approved
on June 6.

The order set a July 12 deadline for creditors to file their
objections and cast their votes accepting or rejecting the plan.

               About Benjamin and Bent Enterprises

Benjamin and Bent Enterprises, LLC dba Rick Bent Flooring was
incorporated in 2002 by its current owner and president, L. Robert
Benjamin.  Mr. Benjamin, joined by his daughters and son-in-law,
opened Benjamin and Bent Enterprises, LLC, and started doing
business as Rick Bent Flooring, Inc.  The name RBF was chosen
because Rick Bent, Mr. Benjamin's son-in-law had been doing
business as a floor contractor under the trade name for several
years, and had developed both a good reputation in the area and a
growing book of customer and contractor contacts.  

The Debtor filed a Chapter 11 petition (Bankr. D.S.C. Case No.
16-05349), on Oct. 25, 2016.  The petition was signed by Louis
Benjamin, president.  At the time of filing, the Debtor estimated
assets of less than $500,000 and liabilities of $1 million to $10
million.  

The case is assigned to Judge John E. Waites.  The Debtor's counsel
is Philip L. Fairbanks, Esq., Philip L. Fairbanks, Esq., P.C.  The
Debtor hired Robert Kittrell, PC, as its accountant.

On June 5, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.


BING ENERGY: Disclosure Statement Hearing Set for July 20
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida is
set to hold a hearing on July 20, at 1:30 p.m., to consider
approval of the disclosure statement, which explains the proposed
Chapter 11 plan for Bing Energy International, Inc. and Bing Energy
International, LLC.

The hearing will take place at 110 E. Park Avenue, Second Floor
Courtroom, Tallahassee, Florida.  Objections are due by July 13.

                About Bing Energy International

Bing Energy International, LLC and Bing Energy International, Inc.
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
N. D. Fla. Lead Case No. 16-40323) on July 7, 2016.  The petition
was signed by Dean R. Minardi, chief executive officer.

The case is assigned to Judge Karen K. Specie.

At the time of the filing, Bing Energy International, LLC estimated
its assets at $1 million to $10 million and debts at $500,000 to $1
million.  Bing Energy International, Inc. estimated its assets at
$1 million to $10 million and debts at $100,000 to $500,000.

On August 10, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.

On June 7, 2017, the Debtors filed a Chapter 11 plan and disclosure
statement.


BISHOP GORMAN: Taps FTI Consulting as Financial Advisor
-------------------------------------------------------
Bishop Gorman Development Corporation seeks approval from the U.S.
Bankruptcy Court for the District of Nevada to hire a financial
advisor.

The Debtor proposes to hire FTI Consulting Inc. to provide these
services:

     (a) conduct an appraisal of the leased fee interest in
         approximately 52.16 acres improved with the Bishop Gorman

         High School in Summerlin, Nevada;  

     (b) assist in the preparation of financial-related
         disclosures required by the court;

     (c) assist in the preparation of analyses required to assess
         any proposed debtor-in-possession financing;

     (d) assist in the identification and implementation of short-
         term cash management procedures;

     (e) assist in identifying the Debtor's core business assets
         and the disposition or liquidation of its assets;

     (f) assist in identifying executor contracts and leases, and
         conduct cost/benefit evaluations;

     (g) assist in the evaluation of the present level of
         operations and identification of areas of potential cost
         savings;

     (h) assist in the preparation of financial information;

     (i) attend meetings and assist in discussions;

     (j) analyze avoidance actions and claims of creditors;

     (k) assist in the preparation of information and analysis
         necessary for the confirmation of a bankruptcy plan; and

     (l) provide litigation advisory services related to
         accounting and tax matters.

The hourly rates charged by the firm are:

     Sr. Managing Directors     $750 - $1,050
     Directors                    $630 - $835
     Senior Directors             $630 - $835
     Managing Directors           $630 - $835
     Consultants                  $335 - $605
     Senior Consultants           $335 - $605
     Administrative               $135 - $265
     Paraprofessionals            $135 - $265

FTI is a "disinterested person" as defined in section 101(14) of
the Bankruptcy Code, according to court filings.

The firm can be reached through:

     Michael A. Tucker
     FTI Consulting, Inc.
     Two North Central Avenue, Suite 1200
     One Renaissance Square
     Phoenix, AZ 85004-4563
     Tel: +1 602-744-7100
     Fax: +1 602-744-7110
     Email: michael.tucker@fticonsulting.com

            About Bishop Gorman Development Corporation

Bishop Gorman Development Corporation is a charitable organization
with its principal assets located at 5959 S. Hualapai Way, Las
Vegas, Nevada.

Bishop Gorman Development filed for Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 17-11942) on April 17, 2017,
estimating assets and liabilities between $100 million and $500
million each. Deacon Aruna Silva, executive director, signed the
petition.

Judge August B. Landis presides over the case.

Brett A. Axelrod, Esq., at Fox Rothschild LLP, serves as the
Debtor's bankruptcy counsel.  The Debtor hired Greenberg Traurig,
LLP, as its special litigation counsel, and Wallace Neumann &
Verville, LLP as its accountant.


BLANKENSHIP FARMS: FCMA Seeks to Bar Access to Cash Collateral
--------------------------------------------------------------
Farm Credit Mid-America, FLCA, asks the U.S. Bankruptcy Court for
the Western District of Tennessee to order Blankenship Farms, LP,
through its duly appointed trustee, to cease the use of cash
collateral and to segregate and account for any cash collateral in
the Trustee's possession and other property.

Farm Credit is a secured creditor by virtue of four Promissory
Notes, secured by, among other things, (a) all livestock and
poultry, all equipment, all spare parts and special tools for such
equipment, and all fixtures; (b) all crops; (c) all feed, seed,
fertilizer, insecticides, herbicides and all other agricultural
chemicals and supplies; (d) all grain handling facilities and
equipment and similar equipment hereafter acquired; and (e) Deeds
of Trust covering the properties commonly known as the Duke Farm;
Reeves Farm; Wilkins Farm; Derryberry Farm; Keeton Farm; Keymon
Farm; Belton Farm; and Gabbard Farm.

Farm Credit believes that the Chapter 11 Trustee, Marianna
Williams, has leased the farms which are subject to its lien for
the 2017 crop year. Further, Farm Credit alleges that the Debtor is
not able to reorganize such that the Trustee is unable to provide
adequate protection to Farm Credit for the use of its cash
collateral.

                   About Blankenship Farms

Headquartered in Parsons, Tennessee, Blankenship Farms, LP, is an
active Tennessee limited partnership whose primary business is
farming operations for row crop and cattle.  It filed for Chapter
11 bankruptcy protection (Bankr. W.D. Tenn. Case No. 16-10840) on
April 27, 2016, estimating assets and liabilities between $1
million and $10 million.  The petition was signed by James Trent
Blankenship, president of TWB Management Inc., general partner of
Debtor.

The case is assigned to Judge Jimmy L. Croom.

Robert Campbell Hillyer, Esq., at Butler Snow LLP, served as
counsel to the Debtor.  Adam Vandiver of Vandiver Enterprises, LLC,
served as farm equipment appraiser, and Brasher Accounting was the
accountant.

Marianna Williams was appointed as Trustee in the case on March 9,
2017.  The Trustee retained Baker Donelson Bearman Caldwell &
Berkowitz, PC, as legal counsel.  The Trustee also tapped Evans
Real Estate as real estate agent and Marvin E. Alexander and
Alexander Auction & Real Estate Sales as auctioneer.


BLEACHER CREATURES: $300K Sale of Assets to Arrow Entity Okayed
---------------------------------------------------------------
Judge Jean K. Fitzsimon of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania authorized Bleacher Creatures,
LLC's asset purchase agreement with Bleacher Acquisition, LLC, in
connection with the sale of all of its right, title, and interest
in and to its assets required to operate and support its business
for $300,000 in the form of a credit bid of the DIP Facility, plus
the assumption of the assumed liabilities.

The buyer, Bleacher Acquisition, LLC, is an entity formed by a
current investor and member of the Debtor's board, Arrow
Promotional Group, LLC.  Arrow asked that the Debtor's current
President, Matthew S. Hoffman, participate as an equity holder in
the Stalking Horse and serve as an executive of the post-bankruptcy
acquiring entity, should the stalking horse's offer prevail as the
highest and best offer for the Debtor's.

A copy of the Sale Order and APA is available for free at:

  http://bankrupt.com/misc/Bleacher_Creatures_104_Order.pdf

                    About Bleacher Creatures

Bleacher Creatures, LLC -- https://www.bleachercreatures.com/ --
produces a variety of children's toys and fan enthusiast products
through partnerships with professional sports leagues and
entertainment companies.  Bleacher Creatures are true-to-life
plush figures of the greatest athletes and entertainment icons,
allowing
young fans (those who are young at heart) to put their passion in
play.

Bleacher Creatures sought Chapter 11 protection (Bankr. E.D. Pa.
Case No. 17-13162) on May 2, 2017.  Matthew S. Hoffman, president,
signed the petition.

The Debtor disclosed assets at $1.57 million and liabilities at
$1.88 million as of March 31, 2017.

Judge Jean K. FitzSimon is assigned to the case.

The Debtor tapped Michael Jason Barrie, Esq., at Benesch
Friedlander Coplan & Arnoff LLP, as counsel.  The Debtor engaged
Gregory Weinberg of GMW Organization, LLC ("GMW") as its
investment banker.


BLUE EARTH: Kendall Can Claim Additional $42,000, Court Says
------------------------------------------------------------
Judge Dennis Montali of the U.S. Bankruptcy Court for the Northern
District of California made a decision granting Donald R. Kendall'
s motion for partial reconsideration of Order Allowing Claim No. 64
in Part.

Following the hearing on Kendall's motion for summary judgment and
on the cross-motion for summary judgment filed by reorganized
debtor Blue Earth, Inc., the Court entered an order on April 19,
2017, allowing in part and disallowing in part Claim No. 64 filed
by Donald R. Kendall, Jr. The Court denied Kendall's motion for
summary judgment, and granted Debtor's cross-motion, and reduced
the Claim from $818,799.62 to $228,076.62.

In his initial response to the claim objection, Kendall contended
that Debtor was required to pay him certain business expenses
reflected on Schedule B to his employment agreement, including the
reimbursement of his health insurance premiums. "The Business
Expenses also include Mr. Kendall's health insurance premium. Mr.
Kendall is a cancer survivor. In January 2014, Mr. Kendall was
undergoing cancer treatment. To avoid the risk of any interruption
in his treatment, Mr. Kendall and Blue Earth agreed that Mr.
Kendall would not join Blue Earth's group insurance policy and that
Blue Earth would instead pay Mr. Kendall's health insurance
premium.

As the Debtor acknowledged in its cross motion for summary
judgment, Section 4 of the employment agreement "contains a section
entitled "(c) Benefits" which is a completely separate section from
Section 4 "(d) Business Expenses." Benefits falling within Section
4(c) continued after termination without cause, while business
expenses falling within Section 4(d) did not.

The Court agreed with the Debtor that it had no obligation to
reimburse Section 4(c) Business Expenses incurred after Kendall's
termination and therefore disallowed the portion of the Claim for
post-termination expenses identified on Schedule B of his
employment agreement. Among the disallowed Schedule B expenses was
the obligation to reimburse Kendall for his health insurance
premiums.

Kendall seeks reconsideration of only that portion of the order
disallowing that particular expense, contending that he is entitled
under Section 4(c) to reimbursement of the health insurance
premiums that he paid for twelve months following his termination
date (which was one week prior to the petition date).

On May 3, 2017, Kendall filed a motion for partial reconsideration
of the Order, contending that he is entitled to "one year's worth
of health benefits" in the amount of $42,000 in addition to the
other components of the Claim that had been allowed.

In its opposition to Kendall's Motion for Partial Reconsideration,
the Debtor argued that:

     (1) Kendall should be precluded from asserting a ground for
reconsideration that could have been asserted in support of his
motion for summary judgment on the Claim and is inconsistent with a
theory advanced in his opposition to Debtor's cross-motion; and

     (2) the health insurance reimbursement did not constitute a
"welfare benefit" under the governing employment agreement.

The Court rejected the Debtor's contention that Kendall is
precluded from seeking modification of the Order because he did not
articulate the precise argument that he is making now. Kendall did
assert initially that his claim for post-termination reimbursement
of health insurance costs were allowable. While Kendall may be
emphasizing somewhat different, yet cognizable, grounds for such
allowance, the Court said that the Debtor cannot claim surprise or
prejudice by Kendall's request.

The Court pointed out that Section 7 of the Employment Agreement
provides that if the Company terminates Kendall's employment
without cause, it shall pay "all benefits set forth in Section 4,
inclusive of, but not limited to Pension Benefits, Welfare Benefits
and Other Benefits."

As such, the Court held that the obligation to reimburse Kendall
for his health insurance premiums constitutes a Welfare Benefit
falling within the ambit of section 4(c) of the Employment
Agreement, which defines "Welfare Benefits" to which executives
were entitled. More specifically, the last sentence of section 4(c)
includes the reimbursement of costs associated with "certain
employee benefit plans, including health insurance, that will
continue to cover [Kendall] for a period of time following the
Effective Date, which shall be mutually agreed to by the parties
and set forth on Schedule B."

In addition, the Court determined that the Parties have agreed to a
list of expenses in a separate document also identified as Schedule
B -- this document includes a monthly cost of $3,500 for health
insurance as Kendall had to stay on his prior plan (instead of
using Debtor's group insurance) because of his pre-existing cancer
condition.

The Court determined that this benefit falls squarely within the
last sentence of Section 4(c), and thus is Welfare Benefit. Given
that the health insurance reimbursement cost is incorporated as a
Welfare Benefit by the last sentence of Section 4(c), the Court
concluded that Kendall is entitled under section 502(b)(7) to a
unsecured claim in the amount of $42,000 ($3,500 x 12) for one year
of those benefits.

Accordingly, the Court concluded that modifying the Order -- to
allow Kendall to recover an additional $42,000 on the Claim -- to
make it consistent with the language of the underlying and
governing agreement between the parties adheres to the broad
grounds for reconsideration of claims set forth in Bankruptcy
Code.

A full-text copy of the Judge Montali's June 2, 2017 Memorandum
Decision is available at https://is.gd/HsXar7 from Leagle.com.

Blue Earth, Inc., Debtor, represented by Debra I. Grassgreen,
Pachulski, Stang, Ziehl, and Jones LLP, John William Lucas,
Pachulski Stang Ziehl and Jones LLP, Elliot Lutzker, Davidoff
Hutcher & Citron LLP, Malhar Pagay, Pachulski, Stang, Ziehl, Young
and Jones, Jason Rosell, Pachuiski Stang Ziehi & Jones LLP & Paul
M. Rosenblatt, Kilpatrick Townsend & Stockton LLP.

Office of the U.S. Trustee / SF, U.S. Trustee, represented by
Lynette C. Kelly, Office of the United States Trustee.

Official Committee of Unsecured Creditors, Creditor Committee,
represented by:

     Donald W. Fitzgerald, Esq.
     Thomas A. Willoughby, Esq.
     Felderstein, Fitzgerald et al.
     400 Capitol Mall, Suite 1750
     Sacramento CA 95814
     Tel: (916) 329-7400

     H. Troy Romero, Esq.
     Romero Park P.S.
     Rancho Bernardo Courtyard
     16935 West Bernardo Drive, Suite 260
     San Diego, CA 92127
     Phone: (858) 592-0065
     Fax: (425) 450-0728
     Email: tromero@romeropark.com

                          About Blue Earth

Blue Earth, Inc., and its subsidiaries are comprehensive providers
of alternative/renewable energy solutions for small and
medium-sized commercial and industrial facilities.  Blue Earth
builds, manages, owns and operates independent power generation and
management systems geared towards helping commercial and industrial
building owners save energy and money, and reduce their carbon
footprint.

Blue Earth, Inc., and Blue Earth Tech, Inc., filed Chapter 11
bankruptcy petitions (Bankr. N.D. Calif., Case Nos. 16-30296 and
16-30297) on March 21, 2016.  The petitions were signed by Robert
G. Powell as CEO.  The Debtors' other subsidiaries are not included
in the filing.

The Debtors estimated both assets and liabilities in the range of
$10 million to $50 million.

Pachulski, Stang, Ziehl & Jones LLP serves as the Debtors' counsel.
Eos Capital Advisors LLC and Ice Glen Associates, LLC act as
valuators of the Debtors' assets.  Kurtzman Carson Consultants LLC
represents the Debtors as claims and noticing agent.

A 2-member panel has been appointed to serve as the Official
Committee of Unsecured Creditors in the case.

Judge Dennis Montali has been assigned the cases.


BLUE SPHERE: Brightman Almagor Zohar Casts Going Concern Doubt
--------------------------------------------------------------
Blue Sphere Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K/A, disclosing a net loss
of $1.80 million on $588,000 of revenue for the year ended December
31, 2016, compared with net loss of $7.46 million on $nil of
revenue for the year ended September 30, 2015.

For the three months ended December 31, 2015, the Company listed a
net loss of $1.29 million on $nil of revenue.

Brightman Almagor Zohar & Co. in Tel Aviv, Israel, states that the
Company has incurred recurring losses from operations that raises
substantial doubt about its ability to continue as a going
concern.

At December 31, 2016, the Company had total assets of $16.52
million, total liabilities of $18.74 million, and $2.22 million in
total stockholders' deficit.

A full-text copy of the Form 10-K/A is available at:

                  http://bit.ly/2rJ2auQ

Blue Sphere Corporation is an international Independent Power
Producer ("IPP") that is active in the global clean energy
production and waste-to-energy markets.  The Charlotte, North
Carolina-based Company is currently focusing on projects related to
the construction, acquisition or development of biogas facilities
in the United States, Italy, the Netherlands, the United Kingdom
and Israel.


BRISTLECONE INC: Selling Personal Properties
--------------------------------------------
Bristlecone, Inc., doing business as Bristlecone Holdings, and its
debtor-affiliates, ask the U.S. Bankruptcy Court for the District
of Nevada to authorize the sale of first group of personal property
to Gas Hole, LLC, for $150,000, subject to overbid; and second
group of personal property to any successful buyer to be identified
prior to or at the hearing on the Motion.

A hearing on the Motion is set for July 12, 2017 at 2:00 p.m.

The primary assets of the eight Debtor Entities, calculated as of
the Petition Date are:

    a. Bristlecone, Inc., doing business as Bristlecone Holdings,
has bank accounts with a total balance of $152,188; $0 accounts
receivable; investments consisting of 100% member's interest in
BoonFi, LLC, value unknown; 100% member's interest in Bristlecone
Lending, LLC, value unknown; 100% member's interest in Bristlecone
SPV I, LLC, value unknown; 100% member's interest in I Do Lending,
LLC, value unknown; 100% member's interest in Medly, LLC, value
unknown; and 100% member's interest in One Road Lending, LLC, value
unknown; 100% member's interest in Wags Lending, LLC, value
unknown.

       Bristlecone has office furniture, fixtures and equipment
valued at $119,610 (fair market value estimate); office equipment,
and other office equipment valued at $6,250, leasehold improvements
with a value $0, and intangibles and intellectual property;
miscellaneous goodwill, values unknown; the medical/hearing aid,
furniture, auto, bridal, and pet industry relationships, values
unknown; Barkify.Dog trademark and intellectual property, values
unknown; and all the non-competes from the employment contracts for
all existing employees, values unknown.  Additionally, causes of
action against third parties, including but not limited to,
potential causes of action for intentional interference with
contractual relations against Nextep Funding, LLC; Nextep Finance,
LLC; and Pinogy Retail Services, LLC.  Also, Bristlecone has
secured claims in the amount of $0, and $3,404,036 in general
unsecured debts.

    b. BoonFi, LLC has bank accounts with a total balance of
$3,533; accounts receivable in the amount of $47,417.
Additionally, BoonFi has third party causes of action, including
but not limited to, potential causes of action for intentional
interference with contractual relations against Nextep Funding;
Nextep Finance; and Pinogy Retail Services, values unknown; and
potential causes of action for breach of contract against Nextep
Funding; Nextep Finance; Sam Paul; and Brian Davis.  Also, BoonFi
has a secured claim owing to Monterey Financial Services, Inc.,
arising from certain lease contracts, values unknown.  It has
general unsecured claims totaling $3,495, with priority unsecured
claims totaling $3,860.

    c. Bristlecone Lending, LLC has bank accounts with a total
balance of $41,973; accounts receivable total $1,365,942.
Additionally, Lending has third party causes of action, including
but not limited to, potential causes of action for intentional
interference with contractual relations against Nextep Funding;
Nextep Finance; Pinogy Retail Services; Sam Paul; Brian Davis; Rob
Cook and Dusty Wunderlich, values unknown; and potential causes of
action for breach of contract against Nextep Funding; Nextep
Finance; Sam Paul; Brian Davis; Dusty Wunderlich; Saul Perez; Lucas
Combs, Matthew Hack, Doug Harding, LBC Origination, Inc., and Nick
Brewer, values unknown.  Lending has general unsecured claims
totaling $17,570.  It has a secured claim owing to Monterey
Financial Services, arising from certain lease contracts, values
unknown.

   d. Bristlecone SPV I, LLC has bank accounts with a total balance
of $493; SPV has segregated funds held by FRS BC as assignee to
Princeton Alternative Income Fund in an unknown financial
institution in the amount of $1,183,160; accounts receivable in the
amount of $6,573,036.  Additionally, SPV has third party causes of
action, including but not limited to, potential causes of action
for intentional interference with contractual relations against
Nextep Funding; Nextep Finance; Pinogy Retail Services; Sam Paul;
Brian Davis; Rob Cook and Dusty Wunderlich, value unknown; and
potential causes of action for breach of contract against Nextep
Funding; Nextep Finance; Sam Paul; Brian Davis; Dusty Wunderlich;
Saul Perez; Lucas Combs, Matthew Hack, Doug Harding, LBC
Origination, and Nick Brewer, values unknown.  Also, SPV's secured
claim owing, including but not limited to, secured claim owing to
Monterey Financial Services, arising from certain lease contracts,
values unknown; and a secured claim owing to Westminster National
Capital Co. in the amount of $10,549,306, secured by Wells Fargo
Bank checking account ending in 2757; a secured claim owing to
Westminster National Capital secured by Wells Fargo Bank checking
account ending in 2732, value unknown.  SPV has $0 owing to general
unsecured creditors, with an unknown general unsecured claim owing
to Monterey Financial Services.

   e. I Do Lending, LLC has bank accounts with a total balance of
$45,015; accounts receivable are $721,121.  Additionally, I Do has
third party causes of action, including but not limited to
potential causes of action for intentional interference with
contractual relations against Nextep Funding; Nextep Finance;
Pinogy Retail Services; Sam Paul; Brian Davis; Rob Cook and Dusty
Wunderlich, values unknown; and potential causes of action for
breach of contract against Nextep Funding; Nextep Finance; Sam
Paul; Brian Davis; Dusty Wunderlich; Saul Perez; Lucas Combs,
Matthew Hack, Doug Harding, LBC Origination, Inc., and Nick Brewer,
values unknown.  Also, I Do has a secured claim owing to Monterey
Financial Services, arising from certain lease contracts, values
unknown.  It has general unsecured claims owing in the amount of
$9,158.

   f. Medly, LLC has third party causes of action, including but
not limited to potential causes of action for intentional
interference with contractual relations against Nextep Funding;
Nextep Finance; Pinogy Retail Services; Sam Paul; Brian Davis; Rob
Cook and Dusty Wunderlich, values unknown; and potential causes of
action for breach of contract against Nextep Funding; Nextep
Finance; Sam Paul; Brian Davis; Dusty Wunderlich; Saul Perez; Lucas
Combs, Matthew Hack, Doug Harding, LBC Origination, and Nick
Brewer, values unknown.  Medly has a secured claim owing to
Monterey Financial Services, arising from certain lease contracts,
values unknown, and general unsecured claims totaling $0.

   g. One Road Lending, LLC has bank accounts with a total balance
of $43,482; accounts receivable is $2,100,134.  Additionally, One
Road has third party causes of action, including but not limited
to, potential causes of action for intentional interference with
contractual relations against Nextep funding; Nextep Finance;
Pinogy Retail Services; Sam Paul; Brian Davis; Rob Cook and Dusty
Wunderlich, values unknown; and potential causes of action for
breach of contract against Nextep Funding; Nextep Finance; Sam
Paul; Brian Davis; Dusty Wunderlich; Saul Perez; Lucas Combs,
Matthew Hack, Doug Harding, LBC Origination, and Nick Brewer,
values unknown.  Also, One Road has a secured claim owing to
Monterey Financial Services, arising from certain lease contracts,
values unknown.  It has general secured claims owing in the amount
of $33,512.

   h. Wags Lending, LLC has bank accounts with a total balance of
$169,283; accounts receivable is $7,227,559.  Additionally, Wags
has third party causes of action, including but not limited to,
potential causes of action for intentional interference with
contractual relations against Nextep Funding; Nextep Finance, LLC;
Pinogy Retail Services; Sam Paul; Brian Davis; Rob Cook and Dusty
Wunderlich, values unknown; and potential causes of action for
breach of contract against Nextep Funding; Nextep Finance; Sam
Paul; Brian Davis; Dusty Wunderlich; Saul Perez; Lucas Combs,
Matthew Hack, Doug Harding, LBC Origination, and Nick Brewer,
values unknown.  Wags has general unsecured liabilities owing in
the amount of $147,759, with a secured claim owing to Monterey
Financial Services, arising from certain lease contracts, values
unknown.

The secured and general unsecured claims that have been obligated
to by the eight Debtor Entities as of the Petition Date:

   a. Monterey Financial Services, Inc. Receivables Purchase
Agreement dated Jan. 13, 2014, with Wags, and a Receivables
Purchase Agreement dated May 20, 2015, with Wags.  The estimated
total amount owing is $2,103,511, including the secured claims.  A
UCC-1 was filed on Feb. 20, 2014, in favor of Monterey Financial
Services, against collateral consisting largely of all the assets
of Wags Lending.  Additionally, Monterey Receivables Funding has a
filed UCC-1 dated Feb. 20, 2014, secured against certain collateral
of Wags, including all accounts, accounts receivables, chattel
paper, contract rights, rights to payment, letters of credit,
documents and proceeds.

   b. A UCC-1 was filed on Feb. 20, 2014, by Monterey Financial
Services Inc. Profit Sharing Plan And Trust, secured against
certain assets of Wags Lending, including all accounts, accounts
receivables, chattel paper, contract rights, rights to payment,
letters of credit, documents and proceeds.

   c. Monterey Financial Services has a UCC-1 secured with respect
to assets of Bristlecone Financing, tiled on June 23, 2014,
including all accounts, accounts receivables, chattel paper,
contract rights, rights to payment, letters of credit, documents,
and proceeds.

   d. Monterey Financial Services, Inc. Profit Sharing Plan and
Trust has a filed UCC-1 secured against certain assets of
Bristlecone Financing, including all accounts, accounts
receivables, chattel paper, contract rights, rights to payment,
letters of credit, documents and proceeds.

   e. Monterey Receivables Funding, has a filed UCC-1 dated June
23, 2014, seeming certain assets of Bristlecone Financing,
including all accounts, accounts receivables, chattel paper,
contract rights, rights to payment, letters of credit, documents
and proceeds.

   f. Strategic Funding, Inc. had a secured claim with respect to
Bristlecone Holdings and Wags Lending secured by a UCC-1 filed on
March 16, 2015, secured  against certain assets, including all
accounts, accounts receivables, chattel paper, contract rights,
rights to payment, letters of credit, documents and proceeds.
Without taking a position as to whether the Strategic Funding
claim has been paid in full, Westminster National Capital purports
to hold an assignment from Strategic Funding, tiled on Dec. 3,
2015.  The Debtors assert that this secured claim has been paid in
full.

   g. Westminster National Capital has a filed UCC-1 dated Nov. 14,
2015, in favor of Wags and Wags Lending, including all accounts,
accounts receivables, chattel paper, contract rights, rights to
payment, letters of credit, documents and proceeds.  The estimated
amount owing is $10,895,564, with an estimated general unsecured
claim deficiency of $2,500,000 to $3,500,000.

The Debtors' assets that will be sold in two groups are:

   a. Group #1 Assets: Gas Hole, LLC, a Nevada limited liability
company, or assignee, will purchase the described personal property
assets for the sum of $150,000: Certain office equipment,
Intangibles and intellectual property, the medical/hearing aid,
furniture, auto and bridal industry relationships; Barkify.Dog
trademark and intellectual property; all the non-competes from the
employment contracts for all existing employees, and all potential
civil claims against third parties listed in the Schedules of
Assets and Liabilities, as may be amended, filed with the Court.

   b. Group #2 Assets: Additionally, a purchaser to be identified
prior to or at the sale hearing will purchase the following
described personal property assets: Intangibles and intellectual
property consisting of miscellaneous goodwill with respect to the
pet industry relationships; and all point of sale relationships
with respect to the pet leases.  The total value of Group #2 Assets
is estimated at $250,000 to $500,000.

The Debtors will allow interested bidders the opportunity to
purchase the Assets at the duly noticed sale hearing based upon the
bidding procedures.

The salient terms of the bidding procedures are:

   a. Minimum Opening Bid: Interested bidders for Group #1 Assets
will be required to submit a minimum opening bid of $155,000 to
successfully commence an overbid process above the current offer of
$150,000 by Gas Hole.  The minimum opening bid for the Group #2
Assets will be $250,000.

   b. Escrow Deposit: The winning bidder for each group of Assets
will be required to deposit with cashier's check or bank wire with
the Harris Law Practice, LLC Client Trust Account the $100,000
within 24 hours after the hearing on the Motion, which deposit is
deemed non-refundable and forfeited to the Debtors in the event the
successful bidder fails to timely close for any reason;

   c. Proof of Funds: At the hearing, any interested bidders must
be able to provide adequate proof to the Debtors and Bankruptcy
Court of the ability to fund the escrow deposit and pay the final
purchase price within three business days of the hearing;

   d. Minimum bidding increments: The minimum bidding increments
will consist of no less than $5,000;

   e. Close of Escrow: Any successful overbidder must be able to
close escrow within three business days from the date of hearing on
the Motion.

   f. Credit Bidding: No credit bids will be allowed.

The Debtors believe that the proposed sale and bidding procedures
will promote active bidding from seriously interested parties and
will dispel any doubt as to the best and highest offer reasonably
available for the Assets.

The Debtors are all currently operating as a going concern.
However, secured creditors Monterey Financial Services, Monterey
Financial Services, Inc. Profit Sharing Plan and Trust, Monterey
Receivables Funding, and FRS BC as assignee of Westminster National
Capital, are all claiming cash collateral interests in most of the
revenue derived from the Debtors' lease contracts.  To date, the
Debtors have not been able to obtain consent of any of the secured
creditors for the use of cash collateral.  Based on ongoing
operating expenses, the Debtors will most likely run out of cash in
about four weeks from now.  As a result of the nature of the
Debtors' assets that are being sold herein, they can only maximize
the value of their assets if they are still operating as a going
concern when the assets are sold.  In light of the imminent danger
the Debtors are facing in running out of cash to continue
operations, it is the Debtors' best business judgment that the
assets be sold at this time in the manner proposed.

The Debtors do not believe that any of the assets being sold are
encumbered by any secured creditor.  Any claims by the Monterey
entities and FRS BC/Westminster are secured by certain designated
lease contracts, and not by any of the personal property assets
being sold at this time.  The Debtors ask authority to sell and
transfer their rights, interests and title in the Assets to the
success buyer(s) free and clear of all liens, claims, encumbrances,
and interests.

The proposed bidding procedures and the timeline for the hearing on
the Motion, balance the due process protections of the Bankruptcy
Code with the reality of the Debtors' financial situation and their
need to quickly maximize and realize the value of the Assets.  As a
result, the Debtors ask the Court to waive the 14-day stay under
Bankruptcy Rule 6004(h) so they act in accordance with the Bidding
Procedures as expeditiously as possible.

                     About Bristlecone, Inc.

Bristlecone, Inc. -- http://bristleconeholdings.com/-- develops  
financial technologies to help businesses evaluate consumer
creditworthiness.  The Debtor uses the software to look at leading
indicators, such as bank accounts, social data, and public records
to develop algorithms to make decisions before lending money.  It
develops software to lend directly to consumers and small
businesses.  The Debtor was founded in 2013 and is headquartered
in
Reno, Nevada.

The Debtor and seven of its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case Nos.
17-50472 to 17-50476 and 17-50478 to 17-50480) on April 18, 2017.
The petitions were signed by Brandon Kyle Ferguson, president and
CEO

The seven affiliates are Boonfi LLC, Bristlecone Lending LLC,
Bristolecone SPV I LLC, I Do Lending LLC, Medly LLC, One Road
Lending LLC and Wags Lending LLC.  

At the time of the filing, Bristlecone, Inc. estimated its assets
and liabilities at $10 million to $50 million.  .

The Debtors' cases are assigned
to Judge Bruce T. Beesley.



BRYANTS DRVETRAIN: Needs Access to Wells Fargo Cash Collateral
--------------------------------------------------------------
Bryants Drivetrain of Ocala LLC seeks authorization from the U.S.
Bankruptcy Court for the Middle District of Florida, to use the
cash collateral in which Wells Fargo Bank N.A. holds a security
interest.

Wells Fargo is owed $348,627, and holds a mortgage on the real
property located at 6050 SW 58 Terrace, Ocala, Marion County,
Florida. The mortgage contains an assignment of rents. Accordingly,
Wells Fargo’s lien on cash collateral extends only to the rents
generated by the Business Property.

The Marion County Property Appraiser values the Business Property
at $250,402.

The Debtor will offer adequate protection to Wells Fargo as
follows:

   (a) A post petition replacement lien to the same extent and
duration as existed on the petition date;

   (b) Insurance for the property as required by the underlying
loan documents; and

   (c) Monthly adequate protection payments in the amount of
$3,000.

The Debtor intends to use amounts budgeted for administrative
expenses only for bank charges and payment of fees to the U.S.
Trustee unless the Court authorizes payment of an administrative
expense. The cash collateral budget reflects total monthly expenses
of $4,500.

A full-text copy of the Debtor's Motion, dated June 13, 2017, is
available at https://is.gd/6NbKMP

                   About Bryants Drivetrain

Bryants Drivetrain of Ocala LLC is a limited liability company.
Homer C. Bryant, Jr. is the manager and sole member.  Bryants
Drivetrain of Ocala owns the property located at 6050 SW 58th
Terrace, Ocala, Marion County, Florida.  The property is being used
by Bryant's Drivetrain Specialist, Inc. and Bryant's Transport
LLC.

Bryants Drivetrain of Ocala filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 17-02169) on June 13, 2017.

The Debtor is represented by:

          Richard A. Perry, Esq.
          RICHARD A. PERRY, P.A.
          820 East Fort King Street
          Ocala, Florida 34471-2320
          Phone: 352-732-2299
          E-mail: richard@rapocala.com




CARL MERKLE: Sale of San Antonio Property for $1.3M Approved
------------------------------------------------------------
Judge Craig A. Gargotta of the U.S. Bankruptcy Court for the
Southern District of Texas authorized Carl N. Merkle's sale of land
located at 4535 Schertz Road, San Antonio, Texas, NCB 12517, 551
E8, Lot 3 and 18, Blk. 7, Bexar County, Texas, to Ron Seay and Jeff
Chapparo for $1,325,000.

The Real Property is transferred to Hero's Village, LLC "as is,
where is" with all faults, and free and clear of all Interests of
any kind, with all such Interests attaching to the proceeds of
sale.

All tenant leases in place at the time of closing will remain in
full force and effect against the Real Property.  Liens in favor of
the ad valorem taxing authorities for amounts attributable to the
year in which the sale occurs will remain against the Real Property
until paid.

The ad valorem tax lien pertaining to the Real Property will attach
to the sales proceeds and the Debtor (or the Escrow Agent acting on
behalf of the Debtor) will pay all ad valorem tax debt owed
incident to the Real Property immediately upon closing and prior to
any disbursement of proceeds to any other person or entity.

The Debtor (or the Escrow Agent acting on behalf of the Debtor) is
authorized and directed to immediately, after payment of the ad
valorem taxes due, disburse such proceeds as are necessary to
satisfy the stated claims of Capital Crossings, Bexar County, The
Smeberg Law Firm and the costs of closing.

The Debtor (or the Escrow Agent acting on behalf of the Debtor)
will pay to Capital Crossing Servicing Co., LLC and/or Pilgrim REO,
LLC the stated lien claim payoff total of $967,679, being the
combined payoff as of May 31, 2017 and for everyday thereafter, an
additional sum per day of $143 representing per diem interest.

The Debtor (or the Escrow Agent acting on behalf of the Debtor)
will pay to The Smeberg Law Firm the stated Administrative Expenses
of $15,000.  The Escrow Agent will retain funds payable to Janie
Merkle or submit them to the Court Registry for the stated lien
claim payoff total of $184,143 pending the determination of the
Debtor's Objection to Proof of Claim hearing scheduled for June 20,
2017.

The Order does not confirm or validate the amount of Capital
Crossing Servicing and/or Pilgrim REO's stated lien claim.  All
other funds received resulting from the sale; net of the costs of
sale as provided in the Contract, will be held by the Escrow Agent
or submitted to the Court Registry until further order of the
Court.

Notwithstanding any provision in the Order to the contrary, the ad
valorem taxes for year 2017 pertaining to the Real Property will be
prorated in accordance with the Purchase Agreement and will become
the responsibility of Hero's and the 2017 ad valorem tax lien will
be retained against the Real Property until such taxes are paid in
full.

Notwithstanding the provisions of the Bankruptcy Rule 6004 or any
applicable provisions of the Local Rules, the Order will not be
stayed for 14 days after its entry, but will be effective and
enforceable immediately upon entry.

                       About Carl Merkle

Carl N. Merkle is a licensed CPA who presently works in the
Non-profit affordable housing industry as an assistant controller.

In addition to his accounting work, the Debtor owns and operates
Northeast Village Apartments, which is the driving force behind
his Chapter 11 case.  The Debtor's only residence is the Northeast
Village Apartments and he has resided there since April 2012.

Carl N. Merkle filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Tex. Case No. 16-50026) on Jan. 4, 2016.  Ronald J. Smeberg,
Esq., of The Smeberg Law Firm, PLLC, represents the Debtor.


CDR STRAINERS: Plan Outline Okayed, Plan Hearing on June 28
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas will
consider approval of the Chapter 11 plan of reorganization for CDR
Strainers & Filters, Inc. at a hearing on June 28.

The hearing will be held at 11:30 a.m., at Courtroom 403.

The bankruptcy court will also consider at the hearing the final
approval of the company's disclosure statement, which it
conditionally approved on June 8.

The order set a June 26 deadline for creditors to file their
objections and cast their votes accepting or rejecting the proposed
plan.

               About CDR Strainers & Filters Inc.

CDR Strainers & Filters, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Tex. Case No. 16-31997) on April
18, 2016.  The petition was signed by Blanca Croson, president.
The Debtor estimated assets of less than $50,000 and liabilities of
less than $1 million at the time of the filing.

The Debtor is represented by Susan Tran, Esq., at Corral Tran Singh
LLP.  

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

On June 7, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.


CHANNEL TECHNOLOGIES: AGI Appointed to Committee
------------------------------------------------
The Office of the U.S. Trustee on June 14 announced the appointment
of Advanced GeoEnvironmental, Inc., to the official committee of
unsecured creditors in the Chapter 11 case of Channel Technologies
Group, LLC.

The bankruptcy watchdog also announced that The Water Store and
Carlton Electrical Construction, Inc. resigned from the committee.

The committee is now composed of:

     (1) Advanced GeoEnvironmental, Inc.
         Attn: Robert Marty, President
         837 Shaw Road
         Stockton, California 95215
         Phone: 800-511-9100
         Fax: 888-445-8788
         Email: marty@advgeoenv.com

     (2) Lockheed Martin Corporation
         Attn: Patricia Hanson
         7 Barnabas Road
         Marion, Massachusetts 02738
         Phone: 774-553-6303
         Fax: 508-748-9574
         Email: patricia.hanson@lmco.com

         Other Contacts:

         Lockheed Martin Corporation
         Attn: Jon Mellis, Esq.
         Rotary and Mission Systems
         9500 Godwin Drive
         Manassas, Virginia 20110
         Phone: 703-367-1836
         Fax: 703-367-3328
         Email: jon.mellis@lmco.com

         Christopher Donoho, III, Esq.
         M. Shane Johnson, Esq.
         Hogan Lovells US LLP
         875 Third Avenue
         New York, New York 10022
         Phone: 212-918-3000
         Fax: 212-918-3100
         Email: chris.donoho@hoganlovells.com
         Email: shane.johnson@hoganlovells.com

                 About Channel Technologies Group

Headquartered in Santa Barbara, California, Channel Technologies
Group, LLC, designs and manufactures piezoelectric ceramics,
transducers, sonar equipment and other related products sold
primarily to military, commercial, and industrial customers in the
United States and internationally.

CTG is a privately owned California limited liability company
founded in 1959.  In 2011, CTG was acquired by BW Piezo Holdings,
LLC, a Delaware limited liability company, from Alta Properties,
Inc., f.k.a. Channel Technologies, Inc. BWP now owns 100% of CTG's
member interests. BWP is majority-owned by Blue Wolf Capital Fund
II, L.P. (the Company's pre-petition lender), which is an
investment fund managed by Blue Wolf Capital Advisors, L.P. CTG is
a member-managed LLC. Charles Miller is the manager.

CTG filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
16-11912) on Oct. 14, 2016.  The case is assigned to Judge Peter
Carroll.

The Debtor estimated $10 million to $50 million in assets and
debt.

The Debtor has engaged Jeffrey W. Dulberg, Esq., at Pachulski Stang
Ziehl & Jones LLP as bankruptcy counsel; Fernald Law Group LLP as
special counsel; CR3 Partners, LLC, as restructuring advisor; and
Prime Clerk LLC as noticing, claims and balloting agent.

On April 7, 2017, the U.S. Trustee appointed an official committee
of unsecured creditors.


CHELLINO CRANE: Committee Taps Brown Rudnick as Co-Counsel
----------------------------------------------------------
The official committee of unsecured creditors of Chellino Crane,
Inc. seeks approval from the U.S. Bankruptcy Court for the Northern
District of Illinois to hire Brown Rudnick LLP.

Brown Rudnick will serve as co-counsel with Freeborn & Peters LLP,
another firm tapped by the committee to be its legal counsel in the
Chapter 11 cases of Chellino and its affiliates.

Brown Rudnick will, among other things, assist the committee in its
analysis of the conduct of the Debtors' affairs, conduct
examinations, and assist in the preparation of a plan of
reorganization for the Debtors.

The hourly rates charged by the firm range from $435 to $1,455 for
its attorneys and from $360 to $425 for paraprofessionals.

The primary attorneys anticipated to represent the committee and
their hourly rates are:

     Bennett Silverberg     $975
     Gerard Cicero          $555
     Fouad Kurdi            $515

Bennett Silverberg, Esq., disclosed in a court filing that the firm
does not hold or represent any interest adverse to the Debtors'
bankruptcy estates.

The firm can be reached through:

     Bennett S. Silverberg, Esq.
     Gerard T. Cicero, Esq.
     Brown Rudnick LLP
     7 Times Square
     New York, NY 10036
     Tel: (212) 209-4800
     Fax: (212) 209-4801
     Email: bsilverberg@brownrudnick.com
     Email: gcicero@brownrudnick.com

                    About Chellino Crane Inc.

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


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

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

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

On May 17, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.


CHINA FISHERY: CFG Peru Seeks to Sell Add'l Non-Debtor Assets
-------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
the motion of China Fishery Group's Debtor affiliate CFG Peru
Investments (Singapore)'s Chapter 11 trustee for entry of an order
authorizing procedures enabling the trustee to (a) sell or transfer
certain limited non-core, non-Debtor assets (the additional
non-core assets of the CFG Peru Singapore subsidiaries) and (b)
consent to and to take all corporate governance actions desirable
or necessary to effectuate the sale or transfer including, but not
limited to, voting stock, passing shareholders' resolutions,
directing the managers of the CFG Peru Singapore subsidiaries to
execute any desirable or necessary documentation and paying broker
commissions and taxes or other actions that the trustee determines
are desirable or necessary in connection. As previously reported,
"If the overbid results in the Trustee's decision to sell the
Additional Non-Core Assets to a different purchaser than disclosed
in the Sale Notice, the Trustee shall send a revised Sale Notice to
the Notice Parties. In this event, the Notice Parties will have 7
days to object to such revised Sale Notice. If a written objection
to the Sale Notice is filed with this Court within such 10-day
period that cannot be resolved, the Trustee will determine, in his
business judgment, how best to proceed. If the Trustee determines
that a hearing before the Court on the matter (the 'Disputed
Transaction') would be beneficial to the resolution of the
objection, the Trustee will schedule a hearing on the Disputed
Transaction and notify the Notice Parties. The broker commission is
2.25% of the purchase price of each vessel but not under $60,000
for each vessel."

           About China Fishery Group Limited (Cayman)

China Fishery Group Limited (Cayman) and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 16-11895) on June 30, 2016.  The petition was signed
by Ng Puay Yee, chief executive officer.  The cases are assigned to
Judge James L. Garrity Jr.

At the time of the filing, China Fishery Group estimated its assets
at $500 million to $1 billion and debts at $10 million to $50
million.

Weil, Gotshal & Manges LLP has been tapped to serve as lead
bankruptcy counsel for China Fishery and its affiliates other than
CFG Peru Investments Pte. Limited (Singapore).  Weil Gotshal
replaces Meyer, Suozzi, English & Klein, P.C., the law firm
initially hired by the Debtors.  The Debtors have also tapped
Klestadt Winters Jureller Southard & Stevens, LLP as conflict
counsel; Goldin Associates, LLC, as financial advisor; RSR
Consulting LLC as restructuring consultant; and Epiq Bankruptcy
Solutions, LLC, as administrative agent.

On Nov. 10, 2016, William Brandt, Jr., was appointed as Chapter 11
trustee for CFG Peru Investments Pte. Limited (Singapore), one of
the Debtors. Skadden, Arps, Slate, Meagher & Flom LLP serves as the
trustee's bankruptcy counsel; Hogan Lovells US LLP serves as
special counsel; and Quinn Emanuel Urquhart & Sullivan, LLP, serves
as special litigation counsel.


CIBER INC: Assets Sale to HTC Global Closed on June 8
-----------------------------------------------------
BankruptcyData.com reported that Ciber Inc. filed with the U.S.
Bankruptcy Court a notice of (i) closing of sale, (ii) filing of a
first amendment to the asset purchase agreement and (iii) filing of
redlines for the asset purchase agreement schedules. The notice
states, "The Closing of the Sale occurred on June 8, 2017. Exhibit
A is the First Amendment to Asset Purchase Agreement entered into
by and between the Debtors and HTC Global Ventures, LLC on June 8,
2017 (the 'First Amendment'). The First Amendment was authorized
pursuant to the Sale Order and was consented to by the Committee
and the Agent. Exhibit B is a redline of the final Article I
Schedules to the Asset Purchase Agreement marked against the
version filed with the Court on May 18, 2017. Exhibit C is a
redline of the final Seller Disclosure Schedules to the Asset
Purchase Agreement marked against the version filed with the Court
on May 18, 2017."

                       About CIBER Inc.

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

CIBER, Inc., and two other affiliates sought bankruptcy protection
on April 9, 2017 (Bankr. D. Del. Lead Case No. 17-10772).  The
petition was signed by Christian Mezger, chief financial officer.

The Debtors disclosed total assets of $334.2 million and total
liabilities of $171.9 million as of Sept. 30, 2016.

The Hon. Brendan Linehan Shannon presides over the case.  

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

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


CLARK RETIREMENT: S&P Cuts Rating on 2006 Revenue Bonds to 'BB-'
----------------------------------------------------------------
S&P Global Ratings lowered its long-term rating to 'BB-' from 'BB'
on the Michigan Strategic Fund's series 2006 revenue bonds, issued
for Clark Retirement Community Inc.  The outlook is negative.

S&P Global Ratings then withdrew its rating on the long-term care
center's bonds at the issuer's request.  Per policy, S&P is
updating its outstanding rating on the series 2006 bonds prior to
withdrawal.

"The negative outlook reflects our assessment of Clark's weakening
operations and maximum annual debt service coverage in fiscal 2017,
as well as the dip in unrestricted reserves at the end of that
fiscal year," said S&P Global Ratings credit analyst Kelsey Thomas.
"Clark's operations continued to struggle and are on track to come
in below budget."

Management has recently made efforts to reduce expenses and
increase revenue, in particular through coordinating with other
participants in its local market through partnerships and joint
ventures.  "We anticipate that management's strategic plan to
improve operations over the next year will be challenging due to
the negative impact from declining occupancy, new competition in
the local market, and management's history of being unable to hit
budget targets," Ms. Thomas added.


CLEVELAND IMAGING: 5th Cir. Affirms Judgment vs. Kreit's Appeal
---------------------------------------------------------------
The U.S. Court of Appeals for the Fifth Circuit affirmed the
district court's judgment in full regarding Dr. Camil Kreit's
appeal on the district court's denial of his motion to extend the
court's filing deadline and the court's subsequent denial of his
motion for leave to file out of time.

Dr. Kreit is a member and manager of Cleveland Imaging & Surgical
Hospital, LLC.
Following a dispute among the Hospital's doctors in Texas state
court, the court appointed a receiver, Douglas Brickley, to manage
the Hospital and its assets. Pursuant to the power the receivership
order specifically granted him, Brickley filed for Chapter 11
bankruptcy on the hospital's behalf, triggering the automatic stay
provisions found in 11 U.S.C. section 362. After a series of
unsuccessful bids, the bankruptcy court ultimately approved the
Hospital's sale to CISH Acquisition, LLC, over Dr. Kreit's
objection. The bankruptcy court entered an order approving the
asset purchase agreement on August 21, 2015.  Because no party
appealed the bankruptcy court's order, it became final and
nonappealable on Sept. 8, 2015.

Approximately two months later, Dr. Kreit committed actions that
seemed in violation of section 362(a)(3) and the court's prior
orders.

On June 2, 2016, the bankruptcy court held another hearing and
concluded that Dr. Kreit had knowingly and willfully disregarded
the automatic stay and the court's prior orders and imposed the
stipulated damages.

On June 16, 2016, Dr. Kreit appealed the bankruptcy court's
imposition of sanctions to the U.S. District Court for the Southern
District of Texas. On Sept. 14, 2016, the day before his appellate
brief was due, Dr. Kreit moved to extend the filing deadline, which
the district court denied. On Oct. 7, 2016, three weeks past the
deadline, Dr. Kreit moved for leave to file his appellate brief out
of time. The district court again denied Dr. Kreit's motion and
granted Appellee Christopher Quinn's motion to dismiss pursuant to
Federal Rule of Bankruptcy Procedure 8018(a)(4).

In his appeal, Dr. Kreit challenges this court's jurisdiction to
consider the case. He also contends that the district court abused
its discretion in denying his motion to extend the filing deadline
and his motion to file out of time.

Dr. Kreit challenges the Fifth Circuit's jurisdiction to consider
the bankruptcy court's sanctions order, arguing that the Texas
state court that appointed Brickley as receiver over the Hospital
lacked the authority to give him managerial authority. Quinn
counters, arguing that the Rooker-Feldman doctrine deprives this
court of jurisdiction to review a state court judgment. Dr. Kreit
responds by arguing that the ab initio exception to the
Rooker-Feldman doctrine applies to this case, as his challenge to
the Texas court's judgment is jurisdictional, and, therefore, does
not ask this court to question a valid state court judgment.

Under Texas law, "[w]here a trial court ha[s] jurisdiction of both
the parties and the subject matter, the order appointing a receiver
is not void." Sclafani v. Sclafani, 870 S.W.2d 608, 612-13 & n.4.
Here, even assuming arguendo that the Texas court lacked the
ability to create a particular kind receivership, that the court
had the authority to create a receivership in general is
indisputable. Moreover, the Texas court specifically vested
Brickley with the authority to file for bankruptcy on the
Hospital's behalf.

The Fifth Circuit also concludes that the district court did not
abuse its discretion in dismissing the appeal for Appellant's
failure to file a timely brief. In re Braniff Airways, Inc., 774
F.2d at 1305 ("Bankruptcy appeals have frequently been dismissed
for the appellant's failure to comply with the duty of diligent
prosecution, and we have dismissed civil appeals for failure of
prosecution when the appellant's brief was not timely filed.").

The case is IN RE: CLEVELAND IMAGING & SURGICAL HOSPITAL, L.L.C.
also known as Doctors Diagnostic Hospital, Debtor.

The appeals case is CAMIL KREIT, Medical Doctor, Appellant, v.
CHRISTOPHER L. QUINN, Appellee, Case No. 16-20744 (5th Cir.).

A copy of the Fifth Circuit's Per Curiam Decision is available at
https://is.gd/EI1KEd from Leagle.com.

Maurice Lee Bresenhan, Jr., for Appellant.

Matthew Scott Okin -- mokin@okinadams.com -- for Appellee.

Kevin R. Pennell, for Appellant.

David W. Ghisalbert, for Appellant.

David L. Curry, Jr. -- dcurry@okinadams.com -- for Appellee.

              About Cleveland Imaging

Headquartered in Houston, Texas, Cleveland Imaging & Surgical
Hospital, L.L.C., aka Doctors Diagnostic Hospital, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 14-
34974) on Sept. 4, 2014.  It estimated its assets at $1 million to
$10 million and its liabilities at $10 million to $50 million.
The petition was signed by Douglas J. Brickley, the receiver.  The
Hospital did not file a list of its largest unsecured creditors
when it filed the petition.

Christopher Adams, Esq., at Okin Adams & Kilmer LLP, serves as the
Hospital's bankruptcy counsel.

Judge Jeff Bohm presides over the case.


CLIFFS NATURAL: Site for Iron Plant in Great Lakes Selected
-----------------------------------------------------------
Cliffs Natural Resources Inc. has selected a site in Toledo, Ohio
for the development of its first hot briquetted iron (HBI)
production plant.  Midrex Technologies was selected to design,
engineer and procure equipment for the new plant, which will have
the nominal capacity to produce 1.6 million tons of HBI per year.

Lourenco Goncalves, chairman, president and chief executive
officer, said, "Today's announcement marks a very important
strategic milestone for Cliffs as we begin to implement our plans
to be the sole producer of high-quality HBI for the EAF steel
market in the Great Lakes region.  We look forward to the strong
margin and earnings potential this new product will generate for
Cliffs shareholders."  Mr. Goncalves added: "We thank Governor John
Kasich, JobsOhio and a number of local partners in the Toledo
community for their efforts to help advance this project, including
an offer of approximately $30 million in grants and other financial
incentives.  We will continue to work closely with the State of
Ohio through the environmental permitting process, and are excited
to bring a significant number of high-paying jobs to Ohio."

Ohio Governor John R. Kasich stated, "This is great news for Toledo
and we're pleased that Cliffs chose Ohio for their new investment.
In addition to our strategic location and strong business climate,
our low-cost natural gas resources give job creators in this
industry a competitive advantage, something Cliffs recognized when
considering sites for this new technology."

JobsOhio President and Chief Investment Officer John Minor said he
was thrilled Cliffs chose Ohio for this investment.  "The Toledo
Ironville Terminal site is a great location for this first direct
reduced iron project in the Great Lakes Region," said Minor.
"JobsOhio, along with our regional partner RGP, the Toledo-Lucas
County Port Authority and the City of Toledo are looking forward to
supporting Cliffs as they construct this landmark facility that
will create 130 permanent jobs and more than 1,200 construction
jobs over the next two years."

The estimated investment in the entire project is approximately
$700 million, and Cliffs is currently in discussions with several
passive financial partners.  Cliffs anticipates breaking ground for
the construction of the HBI production plant in early 2018, with
the production of commercial tonnage of HBI beginning in mid-2020.
Cliffs considers the brownfield site at the Port of Toledo a
premier location for development due to its relative proximity to
several future customers, as well as its logistics advantages,
including affordable gas availability and access by multiple rail
carriers.

                  About Cliffs Natural Resources

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

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

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

                          *     *     *

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

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


CORONA BUMPERS: Seeks Authorization to Use MCC Cash Collateral
--------------------------------------------------------------
Corona Bumpers, Inc., seeks authorization from the U.S. Bankruptcy
Court for the Northern District of California to use the cash
collateral interests of the Merchant Cash and Capital, LLC.  The
Debtor's Motion is scheduled to be heard on July 26, 2017 at 2:00
p.m.


                       About Corona Bumpers

Corona Bumpers, Inc., filed a Chapter 11 petition (Bankr. N.D. Cal.
Case No. 17-50924) on April 20, 2017.  The petition was signed by
Mario Vidal, authorized representative.  At the time of filing, the
Debtor estimated $50,000 to $100,000 in assets and $100,000 to
$500,000 in liabilities.  
The case is assigned to Judge Stephen L. Johnson.  The Debtor is
represented by Drew Henwood, Esq., at The Law Offices of Drew
Henwood.

Proposed counsel for Corona Bumpers:

          Drew Henwood, Esq.
          Law Offices of Drew Henwood
          510 North First Street, Suite 205
          San Jose, CA 95112
          California Bar No. 184529
          Phone: (408) 279-2730
          Fax: (408) 217-6007
          E-mail: henwood.drew@gmail.com



CROCKETT COGENERATION: Moody's Cuts 2025 Sec. Bonds Rating to Ba3
-----------------------------------------------------------------
Moody's Investors Service downgraded the rating on Crockett
Cogeneration, LP senior secured notes due 2025 to Ba3 from Baa3.
Crockett's rating outlook is negative. The rating action concludes
the review for downgrade for Crockett that was initiated on April
11, 2017.

RATING RATIONALE

The rating downgrade to Ba3 from Baa3 reflects the view that the
project's financial underperformance and lower than expected debt
service coverage ratio (DSCR) recorded in FY 2016 is expected to
continue in the current year and beyond owing primarily to
sustained and dramatic decline in market heat rates. The severe
drop in market heat rates can be partly attributed to the
significant increase in hydro generation in California and the
western US, the increased installed renewable electric capacity
across the state as well as increased gas transportation tariff
rates which went into effect in August 2016. Together, these
factors were the primary reason the market heat rate experienced a
39.7% decline in the past year to a low of 5,906 in April 2017 from
8,250 in June 2016. The market rate heat is used in the short-run
avoided cost (SRAC) calculation for determining the energy
component of Crockett's revenues.

While Crockett's revenues have historically been influenced by
changes to SRAC, the shift to a market based heat rate
determination that began in 2015 has significantly increased
Crockett's cash flow volatility, a characteristic that will
continue over the remaining term of the debt. Moreover, while a
return to normal hydro conditions and the retirement of generation
plants from once-through cooling legislation can positively affect
the market heat rate, these trends will be offset by the continued
and sustained growth that solar and wind renewables will have on
wholesale generation prices in the state and by Moody's beliefs
that natural gas prices will remain near historically low levels
for the foreseeable future. In particular, state policy makers
continue to advance aggressive renewable portfolio standards across
the state, which is aided by these resources' stronger operating
performing and lower cost for new construction. Additionally,
financial performance and related liquidity will continue to be
hurt by the costs of complying with state mandated carbon emissions
requirements and by lower steam sales revenue owing to lower
natural gas prices and annual steam discounts paid to Crockett's
steam host, C&H Sugar Company (C&H: not rated).

Crockett's DSCR for FY 2016, which includes a $6 million one-time
refund under the gas transportation agreement with Pacific Gas and
Electric Company (PG&E: A3 positive), was 1.21x versus a budgeted
1.39x primarily owing to the significantly lower market heat rate
that averaged 6,756 for the second half of the year. Excluding the
$6 million one-time gas credit from PG&E, the DSCR for 2016 was
around 1.0x. Based on the results for the first four months of FY
2017 which include even further declines in market heat rates,
Moody's believes that the 2017 DSCR will be lower than the prior
year. That said, Moody's believes that Crockett will not need to
draw on its debt service reserve during the year as approximately
$9 million of carbon allowance requirements for expected emissions
in 2017 do not have to be purchased until 2018. Going forward,
there is low likelihood of financial metrics returning to those
recorded for most years in Crockett's past (annual DSCR at least
1.35x) given the preponderance of renewable resources in the state
and potential continuation of high hydrology levels, both of which
will continue to negatively affect market heat rates along with
Crockett's energy revenues.

These factors are balanced by the expected continued receipt of
stable capacity payments under Crockett's long term offtake
contract with a highly rated counterparty, PG&E, along with
Crockett's continued strong operating performance from an
availability perspective. Capacity payments from PG&E fully cover
operating costs (excluding fuel) and debt service. The remaining
cost of fuel, major maintenance and carbon instruments must be
covered by energy payments which can be negatively influenced by
SRAC related issues and by steam revenues which have been
declining. The rating also considers the project's role as an
important source of low cost steam to its steam host, C&H, the
project's dispatch rights with PG&E, traditional project finance
features such as a six-month debt service reserve and security in
the assets, and external sources of liquidity provided by a working
capital line and availability under a revolver, both of which
expire in 2020, which together amply manages seasonal working
capital issues.

Rating Outlook

The negative outlook reflects the possibility that market heat
rates, which modestly strengthened in June from their 12 month low,
will not appreciably improve during the remainder of 2017 and into
2018 owing to continued high hydrology and ongoing renewable
penetration.

What Could Change the Rating - Down

The rating could be further downgraded if market heat rates remain
well below the 7,000 level on a sustained basis, if DSCR is
expected to hover below 1.0x consistently, if there are sustained
increases in carbon prices unmitigated by granted credits, if the
project experiences chronic operating problems that cannot be
addressed in a manageable timeframe or if the project draws on the
debt service reserve. Also, Crockett's rating would be negatively
affected if PG&E's credit quality were to severely deteriorate or
if the project loses its QF status.

What Could Change the Rating - Up

Given the negative outlook and the ongoing challenges associated
with SRAC, the project's rating is unlikely to move up at this
point. The rating outlook could be stabilized if Crockett can
demonstrate an ability to achieve DSCR that approximates 1.10x on a
sustained basis based on the project's current contractual
arrangements while maintaining strong operating performance.

Issuer Background

Crockett Cogeneration, LP (Crockett) is a California limited
partnership formed in 1986 to own and operate a 240 megawatt
natural gas-fired electric power and steam cogeneration facility
located at the C&H sugar refinery in Crockett, California. The
entire electric output is sold to Pacific Gas and Electric Company
(A3 positive) under a 30-year Power Purchase Agreement (PPA) that
expires in May 2026, and the steam is sold to C&H Sugar Company,
Inc. (C&H) under a steam sales agreement that expires in 2026. The
facility operates as a Qualifying Facility (QF) as defined under
the Public Utility Regulatory Policies Act of 1978 (PURPA).
Consolidated Asset Management Services (CAMS) provides operations
and maintenance services.

Crockett is currently indirectly owned by FREIF NAP I Holdings II,
LLC (FREIF) and Osaka Gas Company, Ltd. FREIF is indirectly owned
by an infrastructure fund managed by BlackRock.

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


DELTAVILLE BOATYARD: To Use Annual Net Income to Fund Obligations
-----------------------------------------------------------------
Deltaville Boatyard, LLC, et al., filed with the U.S. Bankruptcy
Court for the Eastern District of Virginia a joint disclosure
statement dated June 5, 2017, referring to the Debtors' plan of
reorganization.

Class 8 General Unsecured Claims is impaired by the Plan.  Each
holder of an allowed unsecured claim, not otherwise treated in
another class, will receive its pro rata share of the GUC
Designation -- annual net income for operations, less reasonable
overhead, reasonable operational costs, the operational reserve,
and plan payments -- on each distribution date commencing the next
distribution date following payment in full of all allowed priority
claims until the value of (a) the allowed unsecured claims have
been paid in full, or (b) the sixth distribution date. The Debtor
shall have the right to prepay any allowed claim in Class 8 without
penalty.  The obligations of the Debtor with respect to claims in
Class 8 will not be secured.

Intercompany claims will not participate in the distributions but
instead will be carried on the books and records of each Deltaville
Entity in a manner that is appropriate under the Tax Code of the
United States of America.

Deltaville Boatyard will continue to operate its world renowned
Boatyard Business from the Yard and a portion of the Marina.
Deltaville Boatyard will pay monthly rent to Boatyard Rentals in
the amount of $7,500.  Boatyard Rentals will use the $7,500 to fund
its obligations under its Plan.  Deltaville Boatyard will also rent
a portion of the Marina for the operations of its Boatyard
Business.  It will also rent the remaining portion of the Marina
from Deltaville Marina and will manage and operate the Marina.  The
total amount of monthly rent paid by Deltaville Boatyard to
Deltaville Marina will be $8,500.  Upon Confirmation, each
Deltaville Entity will retain its estate property, subject to all
liens of record as of the respective Petition Date unless otherwise
modified by order of the Court, which will secure to holder of
liens only payments due under the respective Plan.  Any defaults as
of the respective Petition Date of the Deltaville Entities, whether
or not reduced to judgment, are cured by the provisions of the
respective Plan.

Upon Confirmation, Deltaville Boatyard will dedicate its annual net
income from its operations, less its reasonable overhead, other
operational costs, plan payment, and the Operational Reserve to the
funding of its obligations under its Plan.

Boatyard Rentals will utilize the monthly rent it receives from
Deltaville Boatyard to meet its obligations under its Plan.  Given
that the Restructured BR Lease is a triple net lease pursuant to
which Deltaville Boatyard is obligated to pay substantially all of
the operating and carrying costs of Boatyard Rentals other than
amounts owed to Summit, the New Value Contributions (or amounts
paid by Purchaser) and the monthly rent received from Deltaville
Boatyard will be sufficient for Boatyard Rentals to meet its
obligations under its Plan.  Furthermore, given that the
Restructured DM Lease is a triple net lease pursuant to which
Deltaville Boatyard is obligated to pay substantially all of the
operating and carrying costs of Deltaville Marina other than
amounts owed to Summit, the New Value Contribution (or amounts paid
by Purchaser) and the monthly rent received from Deltaville
Boatyard will be sufficient for Deltaville Marina to meet its
obligations under its Plan.

Unclaimed funds will become property of the respective Deltaville
Entity.

A copy of the Disclosure Statement is available at:

          http://bankrupt.com/misc/vaeb16-35974-142.pdf

                  About Deltaville Boatyard LLC

Boatyard Rentals, LLC, Deltaville Marina, LLC, and Deltaville
Boatyard, LLC, filed Chapter 11 petitions (Bankr. Case Nos.
16-35389, 16-35390, and 16-35974, respectively) on November 2,
2016.  The petitions were signed by Kieth Ruse, manager.  The
Debtors are represented by Paula S. Beran, Esq., at Tavenner &
Beran, PLC.

Boatyard Rentals, LLC's case is assigned to Judge Keith L.
Phillips.  Deltaville Marina, LLC's case is assigned to Judge Kevin
R. Huennekens.  Deltaville Boatyard, LLC's case is assigned to
Judge Keith L. Phillips.

Boatyard Rentals, LLC, estimated assets of less than $1 million
and liabilities of $1 million to $10 million.  Deltaville Marina,
LLC, estimated both assets and liabilities of $1 million to $10
million at the time of the filing.  Deltaville Boatyard, LLC
estimated assets of less than $500,000 and liabilities of $1
million to $10 million.


DEVAL CORP: Unsecureds to be Paid $260,000 by NewCo
---------------------------------------------------
DeVal Corporation filed with the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania an amended disclosure statement
dated June 11, 2017, referring to the Debtor's plan of
reorganization.

Holders of Class 6 General Unsecured Claims will be paid, in cash,
their pro rata share of payments in the total amount of $260,000 to
be made by NewCo.  NewCo will fund an initial payment in the amount
of $160,000 on, or after the Effective Date, which funds will be
distributed on a pro rata basis; thereafter, NewCo will fund four
additional semi-annual payments each in the amount of $25,000,
which will also be distributed on a pro rata basis on (i) Jan. 2,
2018, (ii) July 1, 2018, (iii) Jan. 2, 2019, and July 1, 2019.
These payments will be in full satisfaction, settlement and release
of, and in exchange for such Allowed Class 6 General Unsecured
Claims.  Class 6 Claims are impaired by the Plan.

Class 7 consists of Claims that arose out of the redemption of the
Debtor's stock or are otherwise subject to subordination pursuant
to Section 510(b) of the Bankruptcy Code.  The Debtor believes that
the claim of Jospeph Capozzoli, a former shareholder of the Debtor,
and certain claims of the Debtor's current shareholders, Dominic
Durinzi and Ronald Penska, arising from their claims for
reimbursement of amounts paid by them personally to Mr. Capozzoli
constitute Class 7 Subordinated Claims.  Class 7 is impaired by the
Plan.

As reported by the Troubled Company Reporter on May 11, 2017, the
Debtor filed with the Court a disclosure statement with respect to
the plan of reorganization dated May 1, 2017, which proposed that
each holder of the impaired Class 6 Unsecured Claims -- estimated
at $730,000 -- would receive a pro rata share of (a) $150,000 and
(b) 25% of any net recovery from the pursuit of causes of action
the Debtor may have against third parties.  Estimated percentage
recovery was 20.4% plus an unknown amount of a share of the
proceeds, if any, of causes of action.

The funds necessary for the implementation of the Plan will be from
the proceeds of sale from the closing on the asset purchase
agreement.  Pursuant to the terms and conditions of the Asset
Purchase Agreement, the Debtor will sell substantially all of the
assets to the assignee of Parts Life, Inc. (i.e. NewCo) and utilize
the sale proceeds to fund Plan payment to holders of allowed
claims.  As set forth in the Asset Purchase Agreement, NewCo has a
financing contingency, the satisfaction of which dictates the plan
treatment to BB&T and PDI/D (i.e. Primary Plan Treatment vs.
Alternative Plan Treatment).  If NewCo is unable to obtain the
required financing, then NewCo will fund payments to these
creditors over a 10-year period, if the Plan allowing Alternative
Plan Treatment to BB&T and PDI/D is confirmed by the Court.
Additionally, NewCo will fund Post-Effective Date Plan payments
from its business operations and its reserves.

A copy of the Amended Disclosure Statement is available at:

         http://bankrupt.com/misc/paeb16-17922-138.pdf

                    About DeVal Corporation

DeVal Corporation filed a Chapter 11 petition (Bankr. E.D. Pa. Case
No. 16-17922) on Nov, 11, 2016.  The petition was signed by Dominic
Durinzi, president.  The case is assigned to Judge Ashely M. Chan.
The Debtor estimated assets and liabilities at $1 million to $10
million at the time of the filing.  The Debtor is represented by
Robert M. Greenbaum, Esq., and David B. Smith, Esq., at Smith Kane
Holman, LLC.  Michael C. Lingerman, CPA, LLC, serves as accountant
to the Debtor.


DIVERSIFIED RESOURCES: Incurs $443K Net Loss in Fiscal Q1
---------------------------------------------------------
Diversified Resources, Inc. filed with the Securities and Exchange
Commission a Form 8-K report disclosing its unaudited financial
statements for the three and six months ended April 30, 2017, and
information concerning the Company's officers, directors and
principal shareholders.

For the three months ended April 30, 2017, Diversified reported a
net loss of $442,714 on $2.83 million of total operating revenue
compared to a net loss of $2.21 million on $3.91 million of total
operating revenue for the three months ended April 30, 2016.

The Company's balance sheet at April 30, 2017, showed $19.43
million in total assets, $12.61 million in total liabilities and
$6.82 million in total stockholders' equity.

"[T]he Company has incurred significant operating losses since
inception, has an accumulated deficit of ($13,311,716) and has
negative working capital of $5,379,415 at April 30, 2017.  As of
April 30, 2017, the Company has limited financial resources.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.  The Company's ability to achieve and
maintain profitability and positive cash flow is dependent upon its
ability to locate profitable mineral properties, generate revenue
from planned business operations, and control exploration costs.
Management plans to fund its future operations through joint
ventures, cash flow from commercial production and oilfield and
construction services.  However, there is no assurance that the
Company will be able to obtain additional financing from investors
or private lenders, or that additional commercial production can be
attained," as disclosed in the regulatory filing.

             Directors and Executive Officers

The Company's current officers and directors are:

  Name              Age  Position
  ----              ---  --------
Paul Laird          59   Chief Executive Officer and a Director
Duane Bacon         78   Chief Operating Officer and a Director
Abdul Khan          41   Chief Financial and Accounting officer
Roger May           59   Director
Mike Miller         36   Director
Albert McMullin     58   Director
James Burke         59   Director

On Nov. 21, 2013, the Company acquired all of the outstanding
shares of NRG in exchange for 14,558,150 shares of its common
stock.  In connection with this transaction, Paul Laird, Duane
Bacon, Roger May and Albert McMullin were appointed as the
Company's officers and/or directors.

Paul Laird was appointed the Company's chief executive officer and
a director on Nov. 21, 2013.  Since 1997, Mr. Laird has been the
chief executive officer and a director of NRG.  Between 2004 and
2009 Mr. Laird was the chief executive officer of New Frontier
Energy, Inc.  Mr. Laird has over 30 years of experience in the
Rocky Mountain oil and gas industry.

Duane Bacon was appointed as the Company's chief operating officer
and a director on Nov. 21, 2013.  Since December, 2010 Mr. Bacon
has been the Chief Operating Officer of NRG.  From 2000 to 2010,
Mr. Bacon has been the president of Energy Oil and Gas, Inc. a
private exploration and production company located in Longmont,
Colorado.

Abdul Khan was appointed the Company's chief financial and
accounting officer on Jan. 1, 2016.  Since 2014, Mr. khan has been
working as consulting CFO on contract basis.  Mr. Khan has almost
20 years of experience with progressive leadership roles with
medium and large E&P and midstream companies.

Roger May was appointed as one of the Company's directors on
Nov. 21, 2013.  Since 2010, Mr. May has been a director of NRG.  
Since 2005 Mr. May has been the Chief Executive Officer of RM
Advisors, LLC, a firm that consults with development-stage
companies in the areas of capital formation and corporate
structure.  Mr. May has over 25 years of experience in the
financial industry with Rauscher Pierce and Schneider Securities.

Albert McMullin was appointed as one of the Company's directors on
Nov. 21, 2013.  Mr. McMulllin has been a director of NRG since
2011.  Since 2010 he has been a senior vice president of All
American Oil and Gas Company, a firm focusing on enhanced oil
recovery in California and Texas.  Between 2006 and 2010 Mr.
McMullin was the president of Standard Investment Company, a firm
which provided consulting services to development stage companies.
He has over 35 years of experience in the energy field and has
worked for Exxon, Atlantic Richfield and United Gas Pipeline.

Mike Miller was appointed as one of the Company's directors on Feb.
1, 2017.  Mr. Miller has more than 15 years of Rocky mountain oil
and gas experience in oil field services industry.  Mr. Miller is
founder and president of Champion oilfield services company that he
grew from a one-man company to a multi-million dollar company with
over 100 employee.

James Burke was appointed as one of the Company's directors in
September of 2016.  Between 2004 and 2010 Mr. Burke served as High
Sierra general partner's managing director.  Between 2014 and 2016
Mr. Burke served as the president of NGL Energy Partners, LLP as
well as a director of NGL.  Between September 2010 and 2014 Mr.
Burke was the chief executive officer of High Sierra.  Mr. Burke,
along with three others, co-founded Petro Source Partners, LP,
where he ran six business units throughout the United States and
Canada for over a 17 year span.  Prior to that, Mr. Burke served as
Manager of Crude Oil Acquisitions at Asamera Oil (U.S.) Inc. from
1981 to 1984.  Mr. Burke began his career as a Crude Oil
Representative at Permian Corporation, where he worked from 1978 to
1981.  Mr. Burke also serves as the managing director of Impact
Energy Services, LLC.  Mr. Burke received his B.S. from the
University of Colorado in 1978.

The Form 8-K report is available for free at https://is.gd/9BhlDb

                     About Diversified Resources

Diversified Resources Inc. is active in oil and gas exploration and
production in the Rocky Mountain region of the U.S.  The Company
maintains its headquarters in Littleton, Colorado.

Diversified Resources reported a net loss of $5.17 million on
$10.52 million of operating revenues for the year ended Oct. 31,
2016, compared to a net loss of $4.81 million on $602,980 of
operating revenues for the year ended Oct. 31, 2015.


DOUBLE LUNG: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Double Lung, PC, as of June 14,
according to a court docket.

Double Lung is represented by:

     Robert j. Foy, Esq.
     Foy Law Group, P.A.
     620 North Walnut Street
     Murfreesboro, TN 37130
     Phone: 615-895-0332
     Email: bobfoy@foylawgroup.com

                      About Double Lung PC

Double Lung, PC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Tenn. Case No. 17-02744) on April 20,
2017.  The petition was signed by Larry Jason Burchard, president.


At the time of the filing, the Debtor estimated assets of less than
$500,000 and liabilities of less than $1 million.


DRAGONWAVE INC: Ernst & Young LLP Casts Going Concern Doubt
-----------------------------------------------------------
DragonWave Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 20-F, disclosing a net loss of
US$41.56 million on US$86.29 million of revenue for the year ended
February 29, 2016, compared to a net loss of US$20.64 million on
US$157.77 million of revenue for the year ended February 28, 2015.

The audit report of Ernst & Young LLP in Ottawa, Canada, states
that the Company has recurring losses from operations and has a net
capital deficiency that raise substantial doubt about its ability
to continue as a going concern.

The Company's balance sheet at February 29, 2016, showed total
assets of US$53.07 million, total liabilities of US$48.84 million,
and a stockholders' equity of US$4.23 million.

A full-text copy of the Company's Form 20-F is available at:
                
                   http://bit.ly/2sHlpnz

Canada-based DragonWave Inc. is a provider of high-capacity packet
microwave solutions that drive next-generation IP networks.
DragonWave's carrier-grade point-to-point packet microwave systems
transmit broadband voice, video and data, enabling service
providers, government agencies, enterprises and other organizations
to meet their increasing bandwidth requirements rapidly and
affordably.  The principal application of DragonWave's portfolio is
wireless network backhaul, including a range of products ideally
suited to support the emergence of underlying small cell networks.
Additional solutions include leased line replacement, last mile
fiber extension and enterprise networks.  DragonWave's corporate
headquarters is located in Ottawa, Ontario, with sales locations in
Europe, Asia, the Middle East and North America.


DURAVANT LLC: S&P Puts 'B' CCR on CreditWatch Negative
------------------------------------------------------
S&P Global Ratings placed its 'B' corporate credit rating on
Downers Grove, Ill.-based Duravant LLC on CreditWatch with negative
implications.

At the same time, S&P placed its 'B' issue-level rating on the
company's first-lien term loan and S&P's 'B-' issue-level rating on
its second-lien term loan on CreditWatch with negative
implications.

"The CreditWatch negative placement follows Duravant's announcement
that it has entered into a definitive agreement to be acquired by
Warburg Pincus and reflects our limited information regarding the
transaction," said S&PG Global Ratings credit analyst Christopher
Corey.

S&P expects to resolve the CreditWatch placement after it reviews
the new financial sponsor's operating plans and financial policy
objectives, as well as Duravant's new capital structure.  S&P could
affirm its 'B' corporate credit rating on the company or lower the
rating by one notch after S&P completes its review.


DYNEGY INC: S&P Revises Outlook to Negative & Affirms 'B+' ICR
--------------------------------------------------------------
S&P Global Ratings said it revised its rating outlook on Dynegy
Inc. to negative from stable and affirmed its 'B+' issuer credit
rating on the company.  At the same time, S&P affirmed its 'BB'
secured and 'B+' unsecured ratings on the company.  The '1'
recovery rating on the secured debt indicates S&P's expectation for
very high (90%-100%; rounded estimate: 95%) recovery in S&P's
simulated default scenario.  The '3' recovery rating on the
unsecured debt reflects S&P's expectation of modest (50%-70%;
rounded estimate: 55%) recovery in the event of default.

The outlook revision to negative stems from S&P's expectations of
diminished power and capacity pricing in Dynegy's key markets,
including Pennsylvania-Jersey-Maryland (PJM) and Independent System
Operator-New England (ISO-NE).

"Our negative outlook reflects our expectation that Dynegy Inc.'s
business risk profile will remain unchanged over the next three
years but that leverage could remain elevated, exceeding 5.5x in
2017 before trending downward," said S&P Global Ratings credit
analyst Michael Ferguson.  "We expect that power prices will remain
relatively weak in Dynegy's markets, since we assume that natural
gas prices will not increase materially from current levels over
the next three years.  We also expect that operational performance
will remain sound."

A weakening of financial measures could lead to a downgrade. Weaker
financial performance includes a decline in ratios to the bottom
half of the highly leveraged range--specifically, funds from
operations to debt below about 5% and debt to EBITDA well above
5.5x on a sustained basis.  Such developments would likely be
driven by consistently weaker power prices and capacity markets.
In addition, an inability to monetize assets to position the
company to address the 2019 maturity could lead to a downgrade.

A revision to stable could stem from an improvement in either in
the financial risk profile or the business risk profile.  S&P
expects a certain amount of deleveraging over time, and, if debt to
EBITDA drops beneath 5.25x consistently, this could contribute to a
better financial risk profile and higher ratings.  In addition,
success in divesting assets and liability management that improves
prospects for refinancing and deleveraging could lead to a stable
outlook.


EAST VILLAGE: Unsecured Creditors to be Paid 100% Under Exit Plan
-----------------------------------------------------------------
General unsecured creditors will be paid 100% of their claims under
East Village Properties LLC's proposed plan to exit Chapter 11
protection.

The restructuring plan proposes to pay each holder of a Class 4
general unsecured claim on the effective date cash from the "plan
fund" equal to the allowed amount of its claim.   

The plan fund is the money to be provided by EVF1 LLC, a secured
creditor.  EVF1 will provide up to $13.5 million to fund the
restructuring plan for East Village and its affiliates.

The plan provides for the sale of the properties owned by the
companies to the highest bidder at an auction.  The companies own
15 residential apartment buildings located in the East Village area
of New York City.

The properties and any available cash in the bankruptcy estates as
of the effective date are the only distribution to EVF1 on account
of its secured claim.

The proposed plan has been structured so that all creditors holding
allowed claims will not have to wait for the closing of the sale to
be paid but will get the payment from the plan fund immediately
after the effective date, according to the companies' disclosure
statement filed with the U.S. Bankruptcy Court for the Southern
District of New York.

A copy of the disclosure statement is available for free at
https://is.gd/zhouk0

                   About East Village Properties

East Village Properties, LLC, and its affiliates own 15
multi-family residential apartment buildings in the east village of
New York City.

The Debtors sought Chapter 11 protection (Bankr. S.D. N.Y. Lead
Case No. 17-22453) on March 28, 2017, estimating assets and
liabilities of less than $50,000.  The petitions were signed by
David Goldwasser, authorized signatory of GC Realty Advisors LLC,
manager.  

Judge Robert D. Drain presides over the cases.  Robinson Brog
Leinwand Greene Genovese & Gluck P.C. represents the Debtors as
legal counsel.


EAT GATOR: Opposes Court Approval of Plan Outline
-------------------------------------------------
Casa Linda (Edens) LLC, asked a U.S. bankruptcy court to deny the
disclosure statement filed by Eat Gator LLC, saying it does not
provide "adequate information" to creditors.

In a filing with the U.S. Bankruptcy Court for the Northern
District of Texas, Casa Linda complained the document does not have
any information about what the company will receive if Eat Gator's
proposed restructuring plan is confirmed.

Eat Gator did not also disclose whether it will assume or reject
its lease with the landlord, and what amount it proposes to pay to
cure arrears if the lease is assumed, Casa Linda further said.

Casa Linda owns the Casa Linda Plaza Shopping Center in Dallas,
Texas, where Eat Gator operates a restaurant under the name
Alligator Cafe.

The landlord is represented by:

     John Mayer, Esq.
     Ross, Banks, May, Cron & Cavin, P.C.
     7700 San Felipe, Suite 550
     Houston, TX 77063
     Phone: 713-626-1200
     Fax: 713-623-6014
     Email: jmayer@rossbanks.com

                       About Eat Gator LLC

Eat Gator, LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Case No. 16-34698) on December 5, 2016.  The
petition was signed by Arthur Hood, managing member.  At the time
of the filing, the Debtor estimated assets and liabilities of less
than $500,000.

Joyce W. Lindauer Attorney, PLLC represents the Debtor as legal
counsel.

On June 2, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.


EFS COGEN I: S&P Affirms 'BB' Project Finance Credit Rating
-----------------------------------------------------------
S&P Global Ratings said it affirmed its 'BB' project finance credit
rating on EFS Cogen Holdings I LLC.  The outlook is stable. The
recovery rating of '1' is unchanged, reflecting S&P's expectation
of very high (90%-100%; rounded estimate 90%) recovery in the event
of default.

"The stable outlook on EFS Cogen Holdings I LLC reflects its
expectation that the Linden asset management team will continue to
successfully manage the project with high availability," said S&P
Global Ratings credit analyst Michael Ferguson.  "We expect
capacity and energy markets in NYISO Zone J to remain robust
despite some weakness.  We anticipate a DSCR of about 1.85x during
the next two years, increasing somewhat in the latter part of the
term loan B period."

Downside ratings pressure could result from persistent operating
difficulties--such as low availability factors or heat rate
degradations--that lead to minimum DSCRs under 1.75x and heightened
refinancing risk.

S&P does not consider an upgrade likely during the next few years
given the merchant exposure that the project has during the latter
half of the debt period.  However, if the NYISO Zone J capacity
market improved considerably, S&P could revisit this, especially if
it resulted in DSCRs that exceeded 3x persistently beyond the end
of the PPA.


EP ENERGY: S&P Lowers CCR to 'B-' on Expected Increased Leverage
----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating to 'B-' from
'B' on Houston-based exploration and production (E&P) company EP
Energy LLC.  The outlook remains negative.

At the same time, S&P lowered the issue-level rating on the
company's $1 billion 1.5-lien 8% senior secured notes to 'CCC' from
'B-' and revised the recovery rating to '6' from '5'.  The recovery
rating reflects S&P's expectation for negligible (0%-10%; rounded
estimate: 0%) recovery in the event of default.

S&P also lowered the issue-level rating on the company's $500
million 1.25-lien 8% senior secured notes to 'B+' from 'BB-'.  The
recovery rating remains '1', reflecting S&P's expectation of very
high (90%-100%; rounded estimate: 95%) recovery in the event of
default.

Additionally, S&P lowered the issue-level rating on the company's
second-lien secured debt and senior unsecured debt to 'CCC' from
'CCC+'.  The recovery rating remains '6'.  The recovery ratings
reflect S&P's expectation for negligible (0%-10%; rounded estimate:
0%) recovery in the event of default.

"The downgrade reflects our assessment that EP's financial leverage
will increase through 2017 and 2018 as the company continues to
outspend cash flows for modest levels of production," said S&P
Global Ratings credit analyst Alexander Vargas.  Absent some other
source of capital, we expect leverage to continue to increase
through 2018.

The negative outlook reflects S&P's expectation that leverage will
remain high for the remainder of 2017 and into 2018 because the
company's debt to EBITDA is above 6x and FFO to debt is below 10%.
The company's plan to grow modestly requires outspending cash flows
through 2018 which they will likely fund with debt.  S&P could
lower the ratings on EP if the company's leverage reaches levels
S&P considers to be unsustainable or liquidity deteriorates and is
unable to support at least maintenance levels of production.  This
could happen should commodity prices decline or there is more cost
inflation than expected, which could cause the company to outspend
cash flows more than S&P currently expects.

S&P could revise the outlook to stable should leverage improve to
levels commensurate with companies in the 'B' rating category. This
includes debt to EBITDA closer to 5x and FFO to debt closer to 12%,
on a sustained basis.  S&P views this scenario as a possibility
should the company raise capital outside of debt financing, without
materially changing the business risk profile or causing a
significant decline in cash flows.


FANSTEEL INC: Asks for Continued Access to Cash Until Sept. 30
--------------------------------------------------------------
Fansteel, Inc., seeks authorization from the U.S. Bankruptcy Court
for the Southern District of Iowa for continued use of cash
collateral through and including the week ending Sept. 30, 2017.

Pursuant to the Court's Order entered on Oct. 17, 2016, the
Debtor's case was jointly administered with the cases of its
affiliates Wellman Dynamics Corporation and Wellman Dynamics
Machinery & Assembly, Inc., under the lead case of Fansteel.
Subsequently, on May 24, 2017, the Court entered an Order vacating
its prior Order granting joint administration and discontinuing the
joint administration of the Debtors' cases.

The Court, pursuant to its Order entered on Jan. 5, 2017, permitted
the Debtors' to continued use of cash collateral through Feb. 13,
2017, provided that the Debtors reserve and set aside (a)
$1,200,000 representing the customer prepayments already received;
(b) the Restricted Deposits received from and after the date of the
Court's order; and (c) the monthly payment amount to FMRI related
to expenses arising due to environmental issues unless payment(s)
is authorized by further Court Order.

Subsequently, on Feb. 6, 2017, the Debtors sought the Court's
approval to obtain credit for the Restricted Deposits made to the
Debtors by Sikorsky Aircraft Corporation.  But this was objected to
by the Committee and TCTM Financial FS.  The hearing on the
Debtors' use of cash collateral was scheduled for Feb. 16. However,
by agreement of the parties, the hearing was deferred as the
Parties consented to the Debtors' use of cash collateral for four
additional weeks or through March 17, 2017, under the similar terms
of the Court's Jan. 5, 2017 Order.

In addition, the Parties agreed that any Restricted Deposits
received by the Debtors would be set aside and used for payment of
professional fees only upon entry of a Court Order approving same
from and after the date of the statements made in open Court on
Feb. 16 and 17 until March 16.  The Parties further agreed that the
Debtors were authorized to pay, from the Restricted Deposits, the
$60,000 initial deposit to Huntington Bank for its continued due
diligence analysis in connection with Huntington Bank's financing
proposal.

Subsequently, on March 13, 2017, the Debtors filed an Emergency
Motion, seeking authority to use an additional $90,000 of the
Restricted Deposits.  The Committee and TCTM Financial filed their
objections to the Debtors' Motion.  Consequently, on March 28, the
Debtors, the Committee, and TCTM Financial entered into and filed a
Stipulation and Consent Order, which provided, among other things,
authorization for the Debtors to use cash collateral through April
28, 2017, and which date was subsequently extended through May 12.

Then, on May 11, the Court inked its approval on the Stipulation
and Consent Order filed by the Parties, which, among other things,
authorizes the Debtors to continued use of cash collateral through
June 30, 2017.

Accordingly, Fansteel seeks authorization for continued us of cash
collateral and is currently working on a budget ending Sept. 30,
2017. The Debtor plans to circulate the budget to counsel for the
Committee and counsel for TCTM Financial for input. The Debtor
hopes to receive responses regarding the budget on or before June
22, 2017.

A full-text copy of the Debtor's Motion, dated June 15, 2017, is
available at https://is.gd/HlACtS

                   About Fansteel and Affiliates

Headquartered in Creston, Iowa, Fansteel, Inc., operates four
business units at four locations in the USA and one in Mexico with
a workforce of more than 600 employees.  Fansteel generated
approximately $87.4 million in revenue in 2015 on a consolidated
basis.  Wellman Dynamics Corporation contributed 67% of Fansteel's
sales.  The rest of the sales are generated from Intercast, a
division of Fansteel, and other non-debtor subsidiaries.

Fansteel, Inc., Wellman Dynamics Corporation, and Wellman Dynamics
Machinery & Assembly, Inc., filed Chapter 11 petitions (Bankr. S.D.
Iowa Case Nos. 16-01823, 16-01825 and 16-01827) on Sept. 13, 2016.
The petitions were signed by Jim Mahoney, CEO.  The cases are
assigned to Judge Anita L. Shodeen.  The Debtors disclosed total
assets of $32.9 million and total debt of $41.97 million.

The Debtors tapped Jeffrey D. Goetz, Esq., and Krystal R.
Mikkilineni, Esq., at Bradshaw, Fowler, Proctor & Fairgrave, P.C.,
as counsel; RSM US LLP as tax advisor; Jeffrey Sands and Dorset
Partners, LLC as business broker; and Mark J. Steger, Esq. at the
Clark Hill Law Firm as Environmental Counsel.

The Debtors filed motions to jointly administer the cases pursuant
to Bankruptcy Rule 1015(b), and the Court entered an Order
authorizing joint administration on Oct. 17, 2016.  The Court
subsequently entered an Order on May 24, 2017 vacating its prior
Order granting joint administration and discontinuing the joint
administration of the Debtors' cases under the lead case of
Fansteel.

The U.S. Trustee for Region 12 on Sept. 23, 2016, appointed nine
creditors of Fansteel Inc. to serve on the official committee of
unsecured creditors.  The Official Committee retained Morris
Anderson & Associates, Ltd., as financial advisor, and Archer &
Greiner, P.C. and Nyemaster Goode, P.C., as counsel.

The Troubled Company Reporter has earlier reported that the U.S.
trustee for Region 12 announced that the nine-member unsecured
creditors' committee of Fansteel, Inc., will no longer serve as the
official committee in the company's Chapter 11 case.  The
bankruptcy watchdog added that it will be reconstituted as the
official committee of unsecured creditors in the Chapter 11 cases
of Wellman Dynamics Corp. and Wellman Dynamics Machinery &
Assembly, Inc.  In a filing March 22, 2017, the U.S. trustee
disclosed that a new creditors' committee has not yet been
appointed in Fansteel's bankruptcy case.


FIRST DATA: Fitch Rates $3.758BB Senior Secured Term Loans BB+
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB+/RR1' rating to First Data Corp.'s
(FDC) $3.758 billion senior secured term loans due July 2022. The
terms loan were used to repay its existing U.S. dollar- and
Euro-denominated term loans maturing in July 2022 and all of its
existing Euro-denominated term loans maturing in March 2021. FDC's
Issuer Default Rating (IDR) is currently 'B+', and the Rating
Outlook is Positive. At March 31, 2017, the company had $18.8
billion in total debt outstanding.

KEY RATING DRIVERS

February 2017 Upgrade: The one notch upgrade reflected Fitch's
expectations that sustained EBITDA growth and continued debt
reduction will drive FDC's gross leverage below 6.0x by the end of
2017; the Positive Outlook is based on expectations that metrics
will approach the threshold for an upgrade to 'BB-' by the end of
2018. The action also reflects the company's strong FCF.

Fitch believes FDC's delevering path is sustainable based on
moderate improvements in EBITDA and significant increases in free
cash flow (FCF) through much lower cash interest costs. There are
no significant debt maturities until 2020, mitigating potential
near-term interest rate exposure.

Improved Credit Profile: Fitch estimates gross leverage, pro forma
for the CardConnect acquisition, could approximate 5.8x at the end
of 2017 and further decline to approximately 5x at year-end 2018.
Expectations for leverage sustained below this level would likely
lead to an upgrade.

Pending Cardconnect Acquisition: In May 2017, the company announced
the acquisition of CardConnect Corp., an independent software
vendor (ISV), for a total transaction value approximating $750
million. In fiscal year 2016, CardConnect generated net revenue of
$156 million and adjusted EBITDA of $38 million. The transaction is
expected to close in the third quarter of 2017, following customary
approvals.

Large Scale: Fitch believes FDC's broad solution portfolio and
significant geographic diversification are positive rating factors.
The Global Business Solutions segment serves more than six million
merchant locations globally. Existing relationships and a large
distribution platform (partnerships and alliances) reinforce FDC's
ability to sustain its market share, while providing a means to
capitalize on emerging technologies (i.e. Apple Pay, Clover, EMV
[Europay, Mastercard, Visa] and Mobile Payments). The Global
Financial Solutions segment also benefits from established
relationships with card issuers and from long-term contracts that
have high switching costs.

Fee Structure Offsets Cyclicality: Revenue has a correlation with
consumer spending, but volatility is subdued due to the continued
adoption of electronic payments, exposure to consumer staples, the
pricing model in Global Business Solutions (paid per transaction
and on a percentage of transacted amount) and the contractual
nature of fees in Global Financial Solutions (based on active cards
on file and other activities).

Risk of Disintermediation: New payment technologies employed by
other participants in the payment ecosystem are a long-term threat
to disintermediate FDC. However, broad and diverse product
portfolio, and investment in new technologies are mitigants. Mobile
pay companies such as Google and Apple have decided to work with
the payment networks and merchant acquirers rather than try and
develop a proprietary system.

Consolidation Risks: Consolidation could pose a risk for FDC,
particularly in the Global Financial Solutions segment, as could
changes in regulations. Generally high barriers to entry in the
Global Business Solutions segment are exposed to some erosion
through the emergence of new payment technology. Conversely, the
Global Financial Solutions segment has much lower exposure to
emerging competitors due to FDC's strong position in card
processing for large institutions.

KEY ASSUMPTIONS

-- Revenue growth in the 2% to 3% range over 2017 - 2019, which
includes some pressure from foreign exchange rates, and excludes
the CardConnect acquisition;

-- EBITDA growth in the 4% to 6% range over 2017 - 2019, with
growth toward the lower end of the range in 2017, and modestly
accelerating with margin improvement (excluding the CardConnect
acquisition);

-- Sustained FCF of $1 billion or more aided by significantly
lower cash interest expense arising from continued delevering and
refinancing activities. FDC is assumed to reduce debt by
approximately $1 billion or more annually;

-- Continued nominal cash taxes over the forecast period given net
operating loss carryforwards;

-- Capital intensity approximating 5% of consolidated revenues;

-- Fitch's Recovery Ratings assigned to the various debt classes
are based upon assumed going concern EBITDA of $2.45 billion and a
going concern enterprise valuation multiple of 7x.

RATING SENSITIVITIES

Positive: The ratings could be upgraded if FDC's credit profile
continues to strengthen and gross leverage is expected to be
maintained around 5x or below. Future developments that may lead to
positive rating action include sustained EBITDA growth and
continued reductions in debt from the company's improved FCF
position.

Should FDC reduce senior secured debt as it delevers, there is the
potential the unsecured debt could be upgraded prior to the upgrade
of the IDR due to improved recoveries.

Negative: The ratings could be downgraded if FDC were to experience
sustained leverage above 6.0x, material erosion in its market
share, or if price compression accelerates due to new competitive
threats, leading to sustained EBITDA margins at approximately 20%
or below with the FCF margin declining to low single digits.

LIQUIDITY

To support liquidity, FDC has a $1.25 billion revolving credit
facility (RCF) that expires in June 2020. At March 31, 2017, the
company had not drawn on the facility, and net of $44 million in
letters of credit outstanding, approximately $1.2 billion was
available. Cash at March 31, 2017 was $503 million in total, and as
of the end of the quarter $369 million was held outside of the U.S.
including cash in a consolidated foreign joint venture.

Additional liquidity is available through a $240 million accounts
receivable facility, which expires in 2019. There was $228 million
outstanding on the accounts receivable facility at March 31, 2017.

The company has no major maturities until 2020, when a $1.3 billion
senior secured term loan matures.


FISKER AUTOMOTIVE: Court Narrows Clawback Suit vs. BMW
------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware grants in part and denies in part defendant Bayerische
Moteren Wktiengesellschaft's motion to dismiss the complaint filed
by Emerald Capital Advisors Corp., in its capacity as trustee for
FAH Liquidating Trust, in which it seeks to avoid, recover, and
have turned over alleged constructively fraudulent transfers in the
total amount of $32,579,798.87 under Bankruptcy Code Sections 542,
544, 548, and 550. The Trustee also seeks recovery under common law
principles of unjust enrichment.

The defendant moved to dismiss the Complaint for failure to state a
claim upon which relief can be granted under Federal Rule of Civil
Procedure 12(b)(6) ("Rule 12(b)(6)"), made applicable by Federal
Rule of Bankruptcy Procedure 7012(b).

The Trustee's first claim seeks to avoid certain of the Transfers
as constructively fraudulent under Section 548(a)(1)(B). BMW argues
that the avoidance powers of Section 548 do not apply to the
Transfers because they were extraterritorial transactions, they
occurred in Germany. The Trustee argues that the Transfers were not
extraterritorial.

After reviewing the Complaint, Judge Gross finds that the Transfers
were extraterritorial and adopts the reasoning of Judge Gerber in
his decision in Weisfelner v. Blavatnik (In re Lyondell), 543 B.R.
127 (Bankr. S.D.N.Y. 2016), where he held that "Congress' intent
was to extend the scope of section 548 to cover extraterritorial
conduct." Lyondell, 543 B.R. at 148. As such, the presumption of
extraterritoriality does not prevent the Trustee's use of Section
548's avoidance powers in his first claim for relief.

The Trustee's first, third, and fourth claims are for avoidance,
recovery, and turnover of certain of the Transfers as
constructively fraudulent under Sections 548(a)(1)(B), 550, and
542. The Trustee must allege three elements to state a claim under
Section 548(a)(1)(B).

Premises considered, Judge Gross concludes that the Trustee has
adequately alleged each of the elements of a Section 548 claim for
constructive fraud, but that the Trustee's claim is limited to the
548(a)(1)(B) Eligible Transfers as a result of the two-year look
back period. For that reason, the Court will deny BMW's Motion to
Dismiss the Trustee's Count I, III and IV claims for avoidance,
recovery, and turnover of certain of the Transfers as
constructively fraudulent or the $793,761.87 in Transfers and will
grant the Motion to Dismiss for the remaining transfers of
$31,786,216.13.

The Trustee's second claim (Count II) is for avoidance of the
Transfers as constructively fraudulent under Sections 544(b)(1) and
applicable non-bankruptcy law. As a threshold issue, the Court must
determine whether German law or the California or Delaware Uniform
Fraudulent Transfer Act applies to the Section 544(b)(1) claim.
Judge Gross explained that where it has jurisdiction and where
competing laws conflict, "the Court should apply the "most
significant relationship" choice of law standard to determine which
state law applies to the fraudulent transfer claim." The
Restatement (Second) of Conflict of Laws provides factors relevant
to the most significant relationship test.

The Court will apply the Restatement's choice of law analysis to
German law and the California and Delaware UFTA. Applying the
factors in Sections 6, 145, and 221 of the Restatement, the Court
finds that German law should control the Section 544(b)(1) claim.

In contrast, the only factors militating in favor of the
application of the Delaware or California UFTA are that the Debtors
were Delaware corporations with headquarters in California, that
the funds may have included the proceeds of their DOE loan, and
that the bulk of those harmed by the Transfers were within the
United States.

For these reasons, Judge Gross concludes that German law applies to
the Section 544(b)(1) claim and as such BMW's Motion to Dismiss
Count II of the Complaint for avoidance of the Transfers as
constructively fraudulent under Section 544(b)(1) will be granted.

The Trustee's fifth claim (Count V) is for return of the Transfers
with the Trustee claiming that BMW has unjustly retained the
Transfers at the expense of the Debtors' estates. To state a claim
for unjust enrichment sufficient to obtain restitution, the Trustee
must allege five elements: "(1) an enrichment, (2) an
impoverishment, (3) a relation between the enrichment and
impoverishment, (4) the absence of justification, and (5) the
absence of a remedy provided by law."

The Trustee's claims in Counts I, III and IV of the Complaint are
surviving the Motion to Dismiss only in minor part, namely, the sum
of $793,761.87 of the $32,579,798.87 that comprise the Transfers.
The Court has ruled that the Trustee filed the Complaint too late
for the vast amount of the Transfers. However, the Trustee filed a
claim for unjust enrichment (Count V) which the Court will not
dismiss and which includes all of the Transfers.

In conclusion, Judge Gross will: deny the Motion to Dismiss Counts
I, III and IV as to $793,761.87 of the transfers, and grant the
Motion to Dismiss Counts I, III and IV as to $31,786,216.13; grant
the Motion to Dismiss Count II in its entirety; and deny the Motion
to Dismiss Count V in its entirety.

The adversary proceeding is EMERALD CAPITAL ADVISORS CORP., in Its
Capacity as Trustee for the FAH Liquidating Trust, Plaintiff, v.
BAYERISCHE MOTEREN WERKE AKTIENGESELLSCHAFT, Defendant, Adv. No.
15-51898 (KG) (Bankr. D. Del.).

A full-text copy of Judge Gross Memorandum Opinion is available at
https://is.gd/XcXrgM from Leagle.com.

Emerald Capital Advisors Corp., Plaintiff, represented by Mark
Minuti – mminuti@saul.com -- Saul Ewing LLP.

Bayerische Motoren Werke Aktiengesellschaft, Defendant, represented
by Colm F. Connolly –- colm.connolly@morganlewis.com -- Morgan,
Lewis & Bockius LLP, Amy M. Dudash –- amy.dudash@morganlewis.com
-- Morgan, Lewis & Bockius LLP, Samuel Rowley –-
samuel.rowley@morganlewis.com -- Morgan, Lewis & Bockius LLP & P.
Sabin Willett, Morgan, Lewis & Bockius LLP.

                 About Fisker Automotive

Fisker Automotive Holdings, Inc., developer of the Karma plug-in
hybrid electric sedan, filed a petition for Chapter 11 protection
(Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013.

Fisker estimated assets of more than $100 million and listed debt
of $500 million in its bankruptcy petition.  The assets include an
assembly plant purchased for $21 million from General Motors Corp.
The plant never operated.  The cars were assembled in Finland.

Fisker received a $529 million loan from the Department of
Energy's Advanced Technology Vehicles Manufacturing Loan Program
and drew down about $192 million before the department froze the
loan after Fisker failed to hit several development targets.  The
company defaulted on its loan in April 2013.

Bankruptcy Judge Kevin Gross presides over the case.  The Debtors
have tapped James H.M. Sprayregen, P.C., Esq., Anup Sathy, P.C.,
Esq., and Ryan Preston Dahl, Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, as co-counsel; Laura Davis Jones, Esq., James
E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, as co-counsel;
Beilinson Advisory Group as restructuring advisors; and Rust
Consulting/Omni Bankruptcy, as notice and claims agent and
administrative advisor.

On Nov. 5, 2013, the Official Committee of Unsecured Creditors
was appointed. The members are: (a) David M. Cohen; (b) Sven
Etzelsberger; (c) Kuster Automotive Door Systems GmbH; (d) Magna
E-Car USA, LLC; (e) Supercars & More SRL; and (f) TK Holdings Inc.
The Committee is represented by William R. Baldiga, Esq., and
Sunni P. Beville, Esq., at Brown Rudnick LLP; and Mark Minuti,
Esq., at Saul Ewing LLP.  Emerald Capital Advisors Corp. is the
financial advisors for the Committee.

Fisker sought bankruptcy protection to pursue a private sale of
its business to Hybrid Tech Holdings, LLC.  The Committee,
however, wants a sale public sale, and has identified Wanxiang
America Corporation as stalking horse bidder.

Hybrid was initially under contract to buy Fisker in exchange for
$75 million of the $168.5 million government loan it acquired
immediately before the Debtor's Chapter 11 filing.  Hybrid later
raised its offer by adding an additional $1 million cash and
agreeing to share proceeds from the sale of a facility in Delaware
it doesn't intend to operate.  Hybrid also offered to pay real
estate taxes on the Delaware plant.  Hybrid also will waive $90
million in deficiency claims that otherwise would dilute unsecured
creditors' recovery.

Wanxiang, as stalking horse bidder, initially offered $25.8
million in cash.  However, Wanxiang has said it has raised its
offer by $10 million and is willing to go higher.

After the hearings on Jan. 10 and 13, the Court directed a public
auction, and capped Hybrid's credit bid to $25 million.

In response, Hybrid raised its offer to $55 million.

Hybrid is represented by Tobias Keller, Esq., and Peter
Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco,
California.

Wanxiang, which bought A123 Systems, Inc., a manufacturer of
lithium-ion batteries used in electric vehicles such as the Fisker
Karma, in a bankruptcy auction early in 2013 for $256.6 million,
is represented in Fisker's case by Sidley Austin LLP's Bojan
Guzina, Esq., and Andrew F. O'Neill, Esq.; and Young Conaway
Stargatt & Taylor, LLP's Edmon L. Morton, Esq., Robert S. Brady,
Esq., and Kenneth J. Enos, Esq.

On Feb. 19, 2014, the Bankruptcy Court approved the sale of
Fisker's assets to Wanxiang America Corporation.  The sale closed
on March 24.  The sale to Wanxiang is valued at approximately $150
million, Fisker said in a news statement.

On March 27, 2014, the Court authorized Fisker Automotive Holdings
to change its name to FAH Liquidating Corp. and its affiliate,
Fisker Automotive Inc., to FA Liquidating Corp., following the
sale.

FA Liquidating Corp. fka Fisker Automotive, Inc., and FAH
Liquidating Corp. fka Fisker Automotive Holdings, Inc., notified
the U.S. Bankruptcy Court for the District of Delaware that their
Second Amended Chapter 11 Plan of Liquidation became effective as
of Aug. 13, 2014.


FLAVORS HOLDINGS: S&P Cuts CCR to 'CCC+' on Constrained Liquidity
-----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Flavors
Holdings Inc. to 'CCC+' from 'B-'.  The outlook is stable.

At the same time, S&P lowered its issue-level ratings on the
company's $50 million senior secured revolving credit facility due
in 2019 and $350 million senior secured first-lien term loan due in
2020 to 'CCC+' from 'B-'.  The recovery ratings remain '3',
indicating S&P's expectations for meaningful (50%-70%; rounded
estimate: 65%) recovery in the event of a payment default.

S&P also lowered its issue-level rating on the company's
$50 million senior secured second-lien term loan due in 2021 to
'CCC' from 'CCC+'.  The recovery rating remains '5', indicating
S&P's expectations for modest (10%-30%; rounded estimate: 25%)
recovery in the event of a payment default.

Adjusted debt for the 12 months ended March 31, 2017, was about
$390 million.

"The downgrade reflects the company's constrained liquidity
position from tight covenant cushion and high revolver borrowings
that are forecast to continue through 2017," said S&P Global
Ratings credit analyst Amanda O'Neill.  It also reflects the
ongoing plan to invest in its new product, which constrains its
ability to repay debt and improve liquidity.  The company's
first-lien leverage covenant stepped down to 5x in the first
quarter of 2017, and it reported a 4% cushion, which S&P projects
will not materially improve in 2017.  The covenant further steps
down to 4.25x in the first quarter of 2018, which S&P believes will
result in a breach absent an amendment, given the size of the
stepdown.

The stable outlook reflects S&P's expectation that, despite a very
tight covenant cushion and the need to invest in new products, the
company will obtain covenant relief before its first quarter 2018
stepdown.  S&P expects the company to generate enough free cash
flow to meet its debt service requirements, which should make
lenders open to an amendment.  In addition, the company has other
levers at its disposal to manage its very tight covenant including
an equity cure from its owner and management's ability to pull back
on investments in Whole Earth to further pay down debt and in an
effort to maintain compliance.

S&P could lower the ratings if the company continues to invest in
Whole Earth without achieving its growth targets, pressuring its
cash flows and hampering its ability to service its onerous
amortization requirements.  S&P believes this scenario could
compromise its ability to obtain an amendment ahead of its first
quarter 2018 stepdown and in turn lead to a possible covenant
breach if its owners do not provide additional financial support.
S&P could also lower the rating if the company borrows more under
its revolving credit facility to fund its investments in Whole
Earth, further constraining its liquidity position.  

S&P could raise the ratings if the company improves financial
flexibility by reducing its borrowings under its revolving credit
facility, receives an amendment that provides at least a 10%
covenant cushion, and continues to generate positive FOCF.


FREEDOM MORTGAGE: Fitch Affirms B+ Long-Term IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating
(IDR) of Freedom Mortgage Corporation (Freedom) at 'B+'. The Rating
Outlook is Stable. Fitch has also affirmed the senior secured term
loan (SSTL) of Freedom at 'B+/RR4'.

KEY RATING DRIVERS

IDR AND SENIOR DEBT

The rating affirmation reflects Freedom's solid franchise and
historical track record in the U.S. residential mortgage space. As
a nonbank financial mortgage company, Freedom also benefits from
increased share resulting from banks' reduced appetite for mortgage
servicing activities. Further supporting the affirmation is
Freedom's experienced senior management team with extensive
industry background; a sufficiently robust and integrated
technology platform; good asset quality performance in its prime
servicing portfolio; sufficient liquidity and reserves in place to
absorb a reasonable level of repurchase demands or
indemnifications; and appropriate earnings coverage of interest
expense.

The highly cyclical nature of the mortgage origination business and
the capital intensive and volatile nature of the mortgage servicing
business represent primary rating constraints for nonbank mortgage
companies, including Freedom, in Fitch's opinion. Furthermore, the
mortgage business is subject to intensive legislative and
regulatory scrutiny, which further increases business risk, and the
imperfect nature of interest rate hedging can introduce liquidity
risks related to margin calls and/or earnings volatility. These
industry constraints typically limit ratings assigned to nonbank
mortgage companies to below investment grade levels. Fitch notes
that Freedom's retained-servicing business model serves as a
natural hedge to the cyclicality of the mortgage origination
business and the company's robust operational and regulatory
framework help to mitigate some of these pressures.

Rating constraints specific to Freedom include elevated key man
risk related to its founder and Chief Executive Officer, Stanley
Middleman, who sets the tone, vision and strategy for the company.
Over the last year, Freedom has taken steps to enhance its overall
corporate governance framework including key hires with backgrounds
in business transformation and strategy, as well as reduced related
party transactions, specifically the settlement of the bulk excess
MSR liability with Cherry Hill Mortgage Investment Corporation,
which are viewed positively by Fitch. Additional rating constraints
include reliance on short- to medium-term wholesale funding,
specifically loan warehouse financing, and the predominately
secured funding profile. Fitch notes that there is also potential
execution risk associated with anticipated business growth and
expansion of mortgage origination channels.

Freedom is not subject to material asset quality risks associated
with holding a mortgage loan portfolio because the loans are
generally sold to investors within 90 days of origination. However,
as an originator and servicer, Freedom has exposure to potential
losses within the servicing portfolio due to repurchase or
indemnification claims from investors under certain warranty
provisions. Freedom expects to continue to build up reserves for
new loan production to account for this risk, which Fitch believes
is prudent.

Asset quality performance of Freedom's servicing portfolio is
considered to be good. While the overall dollar amount of
delinquencies has remained relatively consistent, the delinquency
ratio has declined due to the volume of new originations, which
resulted in a larger asset base. Fitch expects asset quality
performance to remain relatively stable over the near- to medium
term as the quality of the underlying customer and loan profiles
have remained relatively stable over the last several years.

The company has generated consistent pre-tax returns on assets
(ROA) and margins have remained relatively stable over time.
Between 2013 and 2016, Fitch calculates that Freedom generated an
average pre-tax ROA of 7.68%, bolstered by growth in its
origination platform. Fitch views Freedom's multi-channel
origination approach as well positioned relative to peers, as it
can provide more sustainable earnings through various interest rate
and economic cycles. Fitch expects Freedom's profitability metrics
to remain stable over medium term, as rising interest rates drive
lower refinancing activity and new purchase growth. This impact
should be partially offset by improved MSR valuations of the
servicing portfolio.

Fitch evaluates Freedom's leverage metrics primarily on the basis
of debt to tangible equity, which amounted to 3.6x as of March 31,
2017 and relatively consistent with the average of 3.65x since
2013. Over time, Fitch expects leverage will increase to the
historical range of 4x-5x as incremental debt, used to fund new
originations, will only be partially offset by retained earnings
generation. Fitch notes that corporate tangible leverage, which
excludes balances under warehouse facilities from gross debt, is
much lower at 0.53x as of March 31, 2017 and within the financial
covenant set forth under Freedom's senior secured term loan (SSTL).
Overall, Fitch believes Freedom is adequately capitalized and its
leverage metrics are appropriate compared to peers and relative to
its long-term IDR of 'B+'.

Fitch views Freedom as having sufficient liquidity given balance
sheet cash, availability under its various borrowing facilities,
and appropriate interest coverage ratios. Freedom is predominately
funded through short-term secured funding facilities, backed by
loans-held-for-sale and MSRs. Fitch views the firm's reliance on
wholesale funding sources as a rating constraint, but consistent
with other nonbank mortgage companies.

Freedom may be subject to potential margin calls under its
warehouse facilities on occasion, which may require the company to
provide the lender with additional collateral or repay a portion of
outstanding borrowings. These margin calls are short-term in nature
and settle every 30 days. To mitigate potential liquidity
constraints resulting from margin call activity, management expects
to maintain sufficient minimum cash balances to cover potential
outflows due to volatility in economic events or interest rate
movements.

In February 2017, Freedom entered into a new syndicated five-year,
$450 million SSTL maturing in 2022. Proceeds from the term loan are
used for general corporate purposes, including potential strategic
acquisitions of MSRs. On June 15, 2017, the company announced its
intention to upsize the SSTL by an additional $250 million. Fitch
views Freedom's access to the bank debt market at reasonable
economic terms favorably.

While not part of Freedom's current funding strategy, an increase
in the percentage of unsecured debt would be viewed favorably by
Fitch as it increases balance sheet flexibility in times of stress.
Nevertheless, given the preponderance of secured funding, which
represented 0.11% of total debt as of March 31, 2017, the unsecured
debt rating would likely be notched down from Freedom's IDR,
reflecting weaker recovery prospects.

The Stable Rating Outlook reflects Fitch's expectation that Freedom
will continue to generate consistent operating cash flow and
maintain sufficient liquidity and reserves for potential margin
calls and indemnification activity; appropriate capitalization and
leverage; and adequate earnings coverage of interest expense.

The 'B+/RR4' rating assigned to the SSTL is equalized with
Freedom's long-term IDR, which reflects average recovery (i.e.
30%-50%) prospects in a stressed scenario based on available
collateral coverage from security in the servicing income and
proceeds associated with the Ginnie Mae MSRs and servicer advances,
as well as pledged cash collateral.

RATING SENSITIVITIES

IDR AND SENIOR DEBT

Positive rating momentum for Freedom's IDR could be influenced by a
more formalized succession plan, demonstrated execution on growth
aspirations, and reduced reliance on shorter-term funding. An
improved governance framework, including Independent Director
membership, and continued reduced related-party transactions would
also be viewed favorably. Over time, an increase in the percentage
of unsecured debt in the funding profile could also drive positive
rating momentum.

Freedom's IDR could be negatively impacted by the departure of
Middleman without appropriate succession plans being in place,
rapid growth that is not accompanied by commensurate growth in
tangible common equity, as well as appropriate staffing and
resource levels to support planned growth. Additional negative
rating drivers include a decrease in liquidity resulting from
significant margin calls from its lenders or hedge counterparties,
meaningful deterioration in asset quality, particularly if it
results in increased repurchase activity or advancing, and/or a
sustained increase in leverage above 5.0x. To the extent that the
company is subject to material regulatory scrutiny or fines that
negatively impact Freedom's franchise or operating performance,
this could also negatively impact ratings.

The SSTL rating is primarily sensitive to any changes to Freedom's
long-term IDR, although the relative notching could be impacted by
changes in collateral values and advance rates under the secured
borrowing facilities, which ultimately impact the level of
available asset coverage.

Founded in 1990 and based in Mount Laurel, NJ, Freedom is a
leading, private, full-service, nonbank mortgage company engaged in
origination, servicing, selling and securitizing residential
mortgage loans. In 2016, the company was a top-10 mortgage
originator by volume, according to Inside Mortgage Finance. As of
March 31, 2017, Freedom had total assets of approximately $6
billion.

Fitch has affirmed the ratings as follows:

Freedom Mortgage Corporation
-- Long-term IDR at 'B+';
-- Senior secured term loan at 'B+/RR4'.

The Rating Outlook is Stable.


FREEDOM MORTGAGE: Moody's Affirms B1 CFRs Amid Planned Loan Upsize
------------------------------------------------------------------
Moody's Investors Service affirmed Freedom Mortgage Corporation's
B1 senior secured term loan and corporate family ratings. The
outlook on all ratings is stable.

RATINGS RATIONALE

On June 15, 2017, the company announced it was looking to upsize
its current $450 million senior secured term loan by $250 million.

The ratings reflect the company's strong profitability with net
income to assets above 4% per annum over the last several years and
solid capital level with tangible common equity (TCE) to tangible
managed assets (TMA) of 19.4% as of Q1 2017; pro-forma including
the upsizing of the senior secured loan, TCE to TMA falls to just
over 18.5%. Risk factors offsetting these positive attributes
include Freedom's rapidly growing servicing portfolio and key man
risk with respect to its President and CEO Stanley Middleman. The
company expects to almost double its servicing portfolio in 2017 to
just under $200 billion from approximately $100 billion as of
year-end 2016, resulting in increased economies of scale. However,
such rapid growth can lead to operational deficiencies negatively
impacting financial performance.

The stable outlook reflects Moody's expectation that the company
will be able to maintain its strong profitability and solid capital
level.

Positive ratings pressure would occur over the next 24 months if
Freedom can maintain its strong profitability and solid capital
levels with net income to managed assets above 5% and tangible
common equity to assets above 20%, as aggregate US mortgage
origination volumes decline and purchase mortgages comprise a
larger percentage of the market in connection with rising interest
rates. In addition, positive ratings pressure would also occur if
Freedom extended the maturity of its 364 day warehouse facilities
as well as continued to diversify its funding.

The ratings could be downgraded if financial performance
deteriorates - for example, if net income to managed assets falls
consistently below 3.5%, if leverage increases such that the
company's tangible common equity to tangible managed assets falls
below 15%, or in the event of the event of material negative
regulatory actions or disclosure of a material operating weakness.

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


FREEDOM MORTGAGE: S&P Affirms 'B' ICR & Revises Outlook to Negative
-------------------------------------------------------------------
S&P Global Ratings said it revised its outlook on Freedom Mortgage
Corp. to negative from stable.  S&P also affirmed its 'B' issuer
credit rating on Freedom and the 'BB-' issue rating on the
company's senior secured term loan due 2022.  The '1' recovery
rating on the senior secured term loan is unchanged.  The '1'
recovery rating indicates S&P's expectation for very high recovery
(90%-100%; rounded estimate: 95%) in the event of a default.

"The outlook revision to negative follows Freedom's announcement
that it plans to raise $250 million of incremental debt by upsizing
its recently issued senior secured term loan (SSTL) backed by the
cash flow of Ginnie Mae mortgage servicing rights (MSRs) and
advances", said S&P Global Ratings credit analyst Stephen Lynch.
The company also recently upsized its line of credit (LOC) to $500
million from $400 million while also extending the term and
improving pricing.  The secured line of credit is backed by Fannie
Mae MSRs and related advances and had $200 million drawn at the end
of the first quarter.  Following the close of this planned upsize,
S&P expects Freedom's debt to EBITDA will rise above 4.0x before
working its way lower as the company deploys the capital.  S&P
believes the added leverage and unclear deployment of the
cumulative proceeds heightens risk at a time when S&P expects the
industry to be challenged by rising interest rates, declining
origination activity, and increased market competition.

The company's rapid growth over the past five years and operational
risk from deploying almost $700 million of net proceeds, with an
additional $300 million of undrawn LOC capacity, weighs on the
rating.  Freedom's origination volume grew to $55 billion in 2016
from $11.8 billion in 2012.  Similarly, Freedom's servicing
portfolio ended the first quarter at $104.5 billion in unpaid
principal balance (UPB) from $8.8 billion at the end of 2012.
Freedom also had about $47 billion of UPB that is under a letter of
intent.  Freedom has become one of the country's largest nonbank
mortgage companies by specializing as a correspondent aggregator of
primarily Federal Housing Administration loans, Veteran
Administration and United States Department of Agriculture mortgage
products and channel that large commercial banks have retreated
from since the Great Recession due to increased regulatory risk and
repurchase liabilities.

S&P believes the most likely use of proceeds will either be the
purchase of additional MSRs on the secondary market or an
acquisition of another mortgage originator.  In either scenario,
S&P believes there is a potential for operational and integration
risk.  S&P believes transferring and onboarding this many accounts
would be a monumental task for a company that began servicing
mortgages in-house in the summer of 2014, just three years ago.

Notwithstanding the above, the Mortgage Bankers Association (MBA)
expects industrywide origination volume will decline 15% in 2017 to
$1.6 trillion as rising mortgage interest rates curtail refinance
activity.  The MBA expects a modest 1.5% decline in 2018 to $1.59
trillion in volume.  As industry volume contracts, S&P expects
greater competition in the market will lead to declining
profitability for mortgage originators, especially those that
operate wholesale and correspondent channels.

S&P expects Freedom's origination volume will follow industrywide
trends downward, although S&P also believes the company is in a
favorable position to increase market share because of its size and
recently raised capital.  S&P nevertheless expects Freedom will
increasingly rely on its lower-margin correspondent and wholesale
channels for future mortgage funding and less on higher-earning
consumer-direct retail call center, which was weighted toward
refinancings.  As a result, S&P believes the company's historically
high margins are especially at risk because of less overall volume,
shifting revenue contribution from its channel mix, and increased
competition in the market pushing gain on sale margins lower.

As interest rates rise, however, S&P believes the company's MSRs
should increase in value as prepayment speeds slow and therefore
provide greater collateral protection for senior noteholders on
both the Ginnie Mae and government-sponsored entity-backed senior
notes.  S&P assigned a '1' recovery rating to the Ginnie Mae-backed
SSTL largely because of the loan-to-value (LTV) covenant, which
starts at 60% and steps down to 45% by June 2020.  Although S&P
believes the covenants provide noteholders with increased asset
security, S&P believes it has the potential to create unintended
risks to Freedom.  Since MSRs are amortizing assets, and the LTV
covenant decreases over time, Freedom will have to either
organically create new MSRs or purchase MSRs in excess of natural
run-off.  In an adverse market environment, this could incentivize
Freedom to loosen its credit standards or lower its profit margins
to increase volume, or pay up for MSRs on the secondary market.

Separately, S&P believes Freedom's financial reporting
infrastructure has improved since the launch of the SSTL with
enhanced financial statement footnotes and disclosures.  Freedom
engaged a new auditor in 2015 and enhanced its financial statement
footnotes and disclosures in the first quarter of 2017.  At the
same time, S&P recognizes that as a private company, Freedom may
not face the same oversight and scrutiny as an SEC filer and
Sarbanes-Oxley compliant organization.

The negative outlook reflects Freedom's rising leverage and rapid
growth.  S&P expects earnings to decline in the first half of 2017
because of lower origination volume as interest rates rise, but to
stabilize in the second half of the year following the deployment
of recently raised capital into fee-generating MSRs.  S&P could
lower the rating over the next year if it believes debt to EBITDA
will remain above 4.0x, either because of weak earnings or
additional debt.  S&P could also lower the rating if Freedom
experiences any operational or integration risk from the deployment
of recently raised capital or if the firm faces any regulatory
challenges.  

S&P could revise the outlook to stable over the next 12 months if
the company sustains leverage below 4.0x without any operational or
integration issues from the purchase of new servicing assets.
Alternatively, S&P could revise the outlook to stable with leverage
above 4.0x if Freedom receives an unqualified audit opinion on its
2017 annual financial statements.  S&P previously identified the
financial reporting infrastructure as a relative weakness to the
rating but now believe, based on first-quarter reporting, that the
financial footnotes and disclosures have improved.


GAP INC: Fitch Affirms BB+ Long-Term IDR, Outlook Stable
--------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) of The Gap, Inc. at 'BB+'. The Rating Outlook is Stable.

Gap's rating reflects the challenges facing the mid-tier mall-based
apparel sector, company-specific merchandising inconsistency, and
Fitch's expectation that Gap will need to continue using real
estate actions and cost reduction programs to protect EBITDA in the
face of sales declines. The rating also reflects positive aspects
of Gap's credit story, including its capital discipline, positive
free cash flow (FCF), scale, and investments in omnichannel
capabilities.

KEY RATING DRIVERS

Weak Sales Continue

Gap operates in a difficult mid-market apparel sector, which has
been characterized by lack of a strong product cycle and market
share loss to e-commerce and lower-end fast fashion and off-price
channels. Gap and its peers have seen volatile sales results and
have needed to use significant omnichannel investments and
higher-than-expected markdowns to drive sales.

Gap's comparable store sales (comps) have been weak recently with
2015 and 2016 comps of negative 4% and negative 2%, respectively.
While comps have improved to positive 2% in the last two quarters,
Gap continues to experience material declines in traffic, similar
to peers in the mall-based specialty apparel space. Fitch expects
the company's comps to be modestly negative going forward on
continued sector challenges as well as the company's erratic track
record of connecting with consumers on compelling product.

Old Navy's (44% of 2016 revenue) weak performance in late 2015 and
early 2016 was of particular concern given that the brand's growth
had mitigated sales declines at the Gap and Banana Republic brands
for several years. However, comps for the brand have rebounded to
8% in the first quarter of 2017 (1Q17) from flat in 2015 and 1% in
2016. While Old Navy's value-oriented positioning appears to be
resonating with consumers again, comps at Gap and Banana Republic
brands continue to be negative, with each of the brands reporting
negative 4% comps in 1Q17.

Gross Margins Still Volatile

Gross margins have fallen from a peak in the 40% range in 2009 -
2010 to 36.4% in 2015 and 2016. While margins declined
year-over-year through the first half of 2016, margins improved
meaningfully in recent quarters on stabilized sales trends, reduced
inventory buys and a faster product cycle. Fitch projects margins
could rise to the high-36% range in 2017 following Q1 performance
and could remain in the high-36% range thereafter on sourcing
initiatives to reduce product lead times, mitigated by continued
sector challenges.

EBITDA Protection through Expense Management Continues

In 2016, Gap announced a $275 million expense-management program,
which included 67 store closures. The restructuring effort includes
the closure of the Old Navy brand in Japan (53 stores) in 2016, as
it was not providing a sufficient return on investment, as well as
unprofitable stores in other international markets. Fitch has
generally viewed Gap's expense-management and store closure
programs - including the 2015 closure of around 15% of North
American Gap brand stores - positively. However, the company's
continued reliance on transformational cost management programs to
protect EBITDA as sales decline is a negative.

Fitch expects SG&A to decline 1%-2% in 2017 (flat to 2016 including
the 53rd week in 2017) and remain flattish thereafter. As a result,
Fitch expects 2017 EBITDA to remain flattish to 2016 at around $2
billion even with approximately $100 million of projected net
expense reduction. While the company could realize modest SG&A and
occupancy declines beginning 2018 due to the slowdown of
international expansion, store closures, and other restructuring
activity, the resulting income benefit is expected to only
partially offset anticipated sales declines. As a result, EBITDA is
expected to be flat to slightly down beginning 2018.

KEY ASSUMPTIONS

-- Comp sales are expected to be modestly negative beginning
    2017. Revenue in 2017 is expected to decline 1%-2% to the low-
    $15 billion level (excluding the 53rd week).
-- EBITDA in 2017 is expected to be around $2 billion, flattish
    to 2016. EBITDA is projected to be flat to slightly down
    beginning 2018.
-- Annual FCF after dividends of $400 million in 2017 and around
    $350 million thereafter, which could support the company's
    share repurchase program.
-- Adjusted leverage remains in the mid-3x range over the next
    three years, assuming flat rent expense.

RATING SENSITIVITIES

An upgrade would be predicated on a combination of the following:
-- Stabilized comp trends, defined as several consecutive
    quarters of flattish comps;
-- Modest year-over-year gross margin improvement and SG&A
    leverage on a sustained basis, yielding EBITDA trending from
    the $2 billion level in 2016 toward $2.5 billion;
-- Adjusted leverage trending to the low-3.0x range, based on the

    above EBITDA trend.

Future developments that may, individually or collectively, lead to
a negative rating action include continued sales weakness driving
EBITDA to around $1.7 billion and adjusted leverage towards 4x.

LIQUIDITY

Gap has maintained strong liquidity, with an unused $500 million
revolver and cash and cash equivalents of $1.6 billion as of April
29, 2017. The company generated FCF after dividends of $828 million
in 2016, up from the prior year due to a large working capital
benefit and lower capex. Fitch expects annual FCF after dividends
to be about $400 million in 2017 and around $350 million thereafter
and is expected to be directed toward share repurchases.

The company may also use some of its excess balance sheet cash for
share repurchases, but is nonetheless expected to retain sufficient
cash to handle its seasonal working capital needs without having to
tap its $500 million revolver maturing May 2020.

FULL LIST OF RATING ACTIONS

Fitch has affirmed The Gap, Inc. as follows:

-- Long-term IDR at 'BB+';
-- $500 million senior unsecured revolving credit facility at
    'BB+/RR4';
-- Senior unsecured notes at 'BB+/RR4'.

The Rating Outlook is Stable.


GARLOCK SEALING: District Court Confirms Joint Plan
---------------------------------------------------
EnPro Industries, Inc. disclosed that on June 12, 2017 the U.S.
District Court for the Western District of North Carolina entered
an order confirming the joint plan of reorganization (the "Joint
Plan") of certain of EnPro's subsidiaries, including Garlock
Sealing Technologies LLC ("GST LLC"), to resolve their current and
future asbestos claims.  The District Court's decision follows a
hearing before the District Court held on June 12, 2017, following
the recommendation for confirmation of the Joint Plan made by the
U.S. Bankruptcy Court for the Western District of North Carolina
(the "Bankruptcy Court") after a hearing held by it on May 12,
2017.  All remaining objections to the Joint Plan pending at the
time of the Bankruptcy Court's hearing had been resolved prior to
the hearing before the District Court and no new objections were
raised at the District Court's hearing.

The Joint Plan may not be consummated until at least 40 days after
the date the District Court issues its order confirming the Joint
Plan.  EnPro anticipates that, absent any appeals, the Joint Plan
will be consummated on or about July 29, 2017.

The Joint Plan implements the terms of a comprehensive settlement
reached in March 2016, which has been generally described in
EnPro's periodic reports filed with the Securities and Exchange
Commission, including its Form 10-Q for the period ended March 31,
2017 on May 2, 2017.  Consummation of the Joint Plan would effect
the substantive conclusion of the asbestos claims resolution
proceedings involving GST LLC and EnPro subsidiaries, Garrison
Litigation Management Group, Ltd. (Garrison"), The Anchor Packing
Company (together with GST LLC and Garrison, "GST") and OldCo, LLC
(the successor by merger to Coltec Industries Inc ("Coltec")).

The District Court also approved several settlements with insurance
carriers that issued policies covering losses associated with
product liability claims against Coltec and certain of its
subsidiaries, as had been recommended by the Bankruptcy Court
following its May 12 hearing.  In addition, the District Court
approved a settlement, reached after May 12, with the successors to
Coltec's Fairbanks Morse Pump business in which the Fairbanks Morse
Pump successors agreed to pay OldCo $6 million in three
installments over nine years following consummation of the Joint
Plan.  The successor entities are entitled to recoup up to the full
amount of their payments to OldCo from collections expected to be
received from an additional insurance carrier that issued general
liability policies to Coltec prior to January 1, 1976.  OldCo and
the asbestos trust to be established under the Joint Plan will
share equally in any collections above that $6 million amount.
OldCo estimates that the carrier will owe approximately $11 million
in reimbursements over the life of the asbestos trust for its share
of Coltec claims (which includes Fairbanks Morse Pump claims).

"The District Court's confirmation of the Joint Plan is the
critical step to the final resolution of this asbestos burden,
which we have been striving toward for years," said Steve Macadam,
EnPro's President and CEO.  "Given the absence of any objections at
the District Court's hearing, we view it as unlikely that there
will be any appeal of the District Court's order, and we look
forward to soon consummating the Joint Plan and reconsolidating
these subsidiaries with EnPro for financial reporting purposes,"
Mr. Macadam continued.

GST and OldCo, as entities currently under reorganization, are not
consolidated with EnPro and its other subsidiaries for financial
reporting purposes and are accounted for on a cost basis in the
consolidated financial statements of EnPro.  As a result, the above
described settlements will not impact the consolidated financial
results of EnPro for the quarter ending June 30, 2017.  Pursuant to
applicable accounting rules, upon and as of the date of
consummation of the Joint Plan, the assets and liabilities of both
GST and OldCo would be reconsolidated into the EnPro balance sheet
at their estimated fair value, and a pre-tax gain would be
recognized for the excess of the estimated fair value of the GST
and OldCo businesses over the net book value of EnPro's investment.
In addition, beginning on the date of consummation, EnPro's
consolidated financial statements would include the sales, income,
expenses and cash flows of both GST and OldCo.

               About Garlock Sealing Technologies LLC

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more than
a century, Garlock has been helping customers efficiently seal the
toughest process fluids in the most demanding applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.

Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd. also filed for bankruptcy.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort. Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for
asbestos-related matters.

The Official Committee of Unsecured Creditors is represented by
FisherBroyles LLP.

The Official Committee of Asbestos Personal Injury Claimants in the
Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C.

Joseph W. Grier, III, the court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan P.
Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his
co-counsel.

Judge George Hodges of the U.S. Bankruptcy Court for the Western
District of North Carolina on Jan. 10, 2014, entered an order
estimating the liability for present and future mesothelioma claims
against Garlock Sealing at $125 million, consistent with the
positions GST put forth at trial.

In January 2015, the Debtors filed their Second Amended Plan of
Reorganization, which is backed by the Future Asbestos Claimants'
Representative (FCR).

                         About OldCo, LLC

OldCo, LLC, formerly known as Coltec Industries, Inc., based in
Charlotte, N.C., manufactures and distributes aerospace and
industrial products in the United States, Canada, and Europe.  It
filed a Chapter 11 bankruptcy petition (Bankr. W.D.N.C. Case No.
17-30140) on Jan. 30, 2017.  The petition was signed by Joseph
Wheatley, president and treasurer.  Bankruptcy Judge Craig J.
Whitley is assigned to the case.

The Debtor is represented by Daniel Gray Clodfelter, Esq. and
William L. Esser, IV, Esq., at Parker Poe Adams & Bernstein LLP.
The Debtor also hired David M. Schilli, Esq., and Andrew W.J.
Tarr, Esq., at Robinson, Bradshaw & Hinson, P.A. as special
corporate & litigation counsel; Rust Consulting/Omni Bankruptcy as
claims, notice & ballot agent.

In its petition, the Debtor estimated $100 million to $500 million
in both assets and liabilities.

By Order entered on February 3, 2017, the Court ordered that the
Coltec Bankruptcy Case be jointly administered with the Garlock
Bankruptcy Case.


GENON ENERGY: Moody's Lowers PDR to D-PD Following Bankruptcy
-------------------------------------------------------------
Moody's Investors Service downgraded the Probability of Default
Ratings (PDR) of GenOn Energy, Inc.'s D-PD from Caa3-PD. The
downgrade was prompted by GenOn's June 14, 2017 announcement that
it had initiated Chapter 11 bankruptcy proceedings. The outlook has
been changed to stable from negative.

Concurrently, Moody's affirmed the unsecured ratings of GenOn
Energy and GenOn Americas Generation at Caa3.

RATINGS RATIONALE

Subsequent to actions, Moody's will withdraw the ratings due to
GenOn's bankruptcy filing.

The following ratings were downgraded and will be withdrawn:

Probability of Default Rating to D-PD from Caa3-PD

All of the Loss Given Default assessments will be withdrawn.

The following ratings were affirmed and will be withdrawn:

GenOn Energy, Inc.

Corporate Family Rating at Caa3

Speculative Grade Liquidity Rating at SGL-4

GenOn Escrow Corp.

Senior Unsecured Regular Bond/Debenture at Caa3 (LGD3)

GenOn Americas Generation, LLC

Senior Unsecured Regular Bond/Debenture at Caa3 (LGD3)

GenOn is a wholly-owned subsidiary of NRG Energy Inc. (NRG, Ba3
Stable), which is itself the largest merchant power company in the
US with about 50 GW of generating capacity, including the 15.4 GW
at GenOn.

GenOn's bankruptcy filing follows the agreement on June 12th
between NRG and certain GenOn entities, including GenOn Energy and
GenOn Americas Generation, LLC ("GAG") to reorganize GenOn's debt
structure. However, the agreement did not include GenOn
Mid-Atlantic, LLC (Caa1 negative) and GenOn REMA, LLC (Caa1
negative).

The principal methodology used in these ratings was Unregulated
Utilities and Unregulated Power Companies published in May 2017.


GFC PROPERTIES: Allowed to Use VNB Cash Collateral Until June 30
----------------------------------------------------------------
Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern
District of Florida signed an interim order authorizing GFC
Properties, Inc., to use the cash collateral of Valley National
Bank, N.A., until June 30, 2017.

The Court will hold a final hearing on June 29, 2017 at 2:30 p.m.
to consider entry of a final Order approving the Debtor's continued
use of cash collateral.

The Debtor is authorized to use the rents, fees, charges, accounts
or other payments for the use or occupancy of apartments, or other
income generated by the Debtor's 26-unit apartment complex located
at 111 NW 152nd Street, Miami, FL 33169 to pay only ordinary
business expenses necessary for the operation of the Property in
accordance with the budget.

The Budget for the months of May and June 2017 provides total
monthly operating expenses of approximately $8,705.

The Debtor is also authorized to use cash collateral to pay
quarterly fees to the U.S. Trustee. Valley National Bank has agreed
to a carve out from the cash collateral for all unpaid fees
required to be paid to the Clerk of the Bankruptcy Court and to the
U.S. Trustee.

Judge Mark ordered that all Cash Collateral will be deposited in
and disbursed through one or more debtor-in-possession bank
accounts established by the Debtor. In addition, he ordered that
all net income realized from the Debtor's operations will be held
in the DIP Account and will not be disbursed without further Order
of the Court.

The Debtor is directed to commence making monthly, interest-only,
adequate protection payments of $5,201 to Valley National Bank by
June 28, 2017, and each month thereafter through the earlier of (a)
the entry of a confirmation order or, (b) the entry of a dismissal
order.

In addition, the Debtor is directed to deliver to Valley National
Bank's counsel of record, on or before June 15, 2017: (a) proof of
comprehensive property insurance policies covering the Property,
which names Valley National Bank as an additional insured, and (b)
copies of the leases for all current tenants at the Property.

Valley National Bank is granted a replacement lien with the same
validity and priority as its prepetition liens upon all property
which would have constituted its collateral, including, without
limitation, any cash collateral acquired by the Debtor on or after
the Petition Date. Valley National Bank is also granted the right
to assert a super-priority administrative expense claim.

Commencing June 21, 2017 and each month thereafter, the Debtor will
deliver to counsel for Valley National Bank the following
information, which may be contained in the Debtor's monthly
operating report filed with the Court:

     (a) an operating statement showing the Debtor's income and
expenses during the preceding month and cash balances as of the end
of the month;

     (b) a schedule of all unpaid post-petition Date payables
relating to the Property for the preceding month; and

     (c) a schedule of all unpaid apartment rental and/or occupancy
amounts owed by all tenants at the Property for the preceding
month.

Likewise, the Debtor is also directed to provide Valley National
Bank with reasonable access to the Property for purposes of
inspection and appraisal.

A full-text copy of the Interim Order, dated June 12, 2017, is
available at https://is.gd/wwD50c

Valley National Bank is represented by:

         Harris J. Koroglu, Esq.
         Shutts & Bowen LLP
         200 S. Biscayne Blvd., Suite 4100
         Miami, FL 33131
         Email: hkoroglu@shutts.com


                       About GFC Properties

GFC Properties, Inc., owns a 26-unit apartment building located 111
NW 152nd Street, Miami, FL 33169.  The sole nature of GFC's
business is simply to rent out the apartments at the Property.

GFC Properties filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 17-16585) on May 25, 2017.  Ginette Claude, president, signed
the petition.  At the time of filing, the Debtor estimated assets
and liabilities to be less than $50,000.

The Debtor is represented by Sheleen G. Khan, Esq., at the Law
Office of Sheleen G. Khan P.A.

No trustee, or examiner or committee has been appointed in the
Chapter 11 case.


GILDED AGE: Taps Delaney Law Firm as Legal Counsel
--------------------------------------------------
Gilded Age Properties, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Rhode Island to hire legal counsel in
connection with its Chapter 11 case.

The Debtor proposes to hire The Delaney Law Firm LLC to, among
other things, give legal advice regarding its duties under the
Bankruptcy Code, and assist in the preparation of a plan of
reorganization.

The firm will charge $265 per hour for its services.

William Delaney, Esq., disclosed in a court filing that he and
other employees of his firm are "disinterested" as defined in
section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     William J. Delaney, Esq.
     The Delaney Law Firm LLC
     91 Friendship Street, Suite 4
     Providence, RI 02903
     Email: wjd@dlfri.com

                    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.


GLOBAL UNIVERSAL: Unsecureds to Recoup 100% Over 6 Months
---------------------------------------------------------
Global Universal Group Ltd. filed with the U.S. Bankruptcy Court
for the Eastern District of New York a second amended disclosure
statement dated May 29, 2017, in connection with the Debtor's
second amended Chapter 11 plan.

There is one claim in the Class 6 General Unsecured Claims filed by
Best Airconditioning, Inc., for $120,615.50.  The equipment
installed by Best Airconditioning requires service and repair on a
regular basis.   The contractor has provided a verbal warranty of
the service and equipment.  The Debtor has determined in its
business judgment that paying this creditor over six months from
the Effective Date will enable the Debtor to incentivize the
contractor to complete necessary work, service and repair.  Under
the Plan, holders of Allowed General Unsecured Claims will receive
cash, equal to 100% of the allowed amount of their claims over six
months without interest or any contractual fees, charges or
penalties.  Accordingly, Class 6 is impaired and is entitled to
vote on the Plan.

All distributions to holders of allowed claims provided for under
the Plan will be funded and paid from a distribution fund comprised
of (a) the net sale proceeds from the sale of the property and, to
the extent necessary and recoverable, (b) any distributions made to
the Debtor on account of the net sale proceeds as of the Effective
Date through the date of completion of all Distributions
contemplated under the Plan, and (c) any other cash on hand as of
the Effective Date through the date of completion of all
distributions contemplated under the Plan.

To be clear, a reserve will be created for any allowed claims not
paid on the Effective Date, and such funds shall be held in escrow
by Debtor's counsel to ensure future payments are made.  The
reserve will be calculated and deducted from the gross sale
proceeds.

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

           http://bankrupt.com/misc/nyeb17-40473-59.pdf

As reported by the Troubled Company Reporter on May 16, 2017, the
Debtor filed with the Court a first amended disclosure statement
dated May 3, 2017, in connection with the Debtor's first amended
Chapter 11 plan, which proposed that holders of Allowed General
Unsecured Claims receive cash, equal to 100% of the allowed amount
of their claims over 12 months without interest or any contractual
fees, charges or penalties.  

                 About Global Universal Group Ltd.

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

The case is assigned to Judge Nancy Hershey Lord.

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


GROUP 701: To Pay Creditors Through Sale of Properties
------------------------------------------------------
Group 701, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Texas a disclosure statement dated June 2,
2017, referring to the Debtor's plan of reorganization.

Class 4 Unsecured Creditors Claims are not impaired by the Plan.
The Debtor will pay all Allowed Unsecured Creditors in full on the
Effective Date.

The Debtor proposes to pay all its creditors from the sale of its
properties.  The Debtor's business consists of the ownership of two
pieces of property.  One piece located at 1063 Blaylock Circle,
Irving Texas has been sold during the bankruptcy proceeding and the
sales proceeds have been distributed to pay taxes and to the
secured creditor.  Under the terms of the Debtor's Plan, the second
piece of property located at 7300 Ambassador Row, Dallas, Texas
will be sold on or before the Effective Date for an amount
sufficient to pay all allowed claims in full.  The Debtor acquired
the Ambassador Row property in 2005.  The property was used by
Amazing Investments, Inc., a company owned by Mahmoud Shahsiah, to
operate an automobile dealership. The property is currently
vacant.

Since the filing of the bankruptcy, the Debtor actively sought to
sell the properties.  The Blaylock property was sold pursuant to
court order entered on May 3, 2017.  The proceeds from this sale
went to pay any outstanding taxes on the Blaylock property and then
to reduce the debt to the secured creditor.

Under the terms of the Plan, the creditors will receive cash
payments from the Debtor's funds provided by the sale of the
Ambassador Row property.  The Debtor valued the Property in its
schedules at $1.5 million.  The sale of the Ambassador Row property
will generate sufficient funds to repay all creditors in full.

Upon Confirmation of the Debtor's Plan, the current ownership will
remain in place.

A copy of the Disclosure Statement is available at:

           http://bankrupt.com/misc/txnb17-30858-26.pdf

                       About Group 701

Group 701, headquartered at Dallas, Texas, filed a voluntary
Chapter 11 petition (Bankr. N.D. TX Case No. 17-30858) on March 6,
2017.  The petition was signed by Mahmoud Shahsiah, managing
member.  The Debtor is represented by Eric A. Liepins, Esq., of
Eric A. Liepins, P.C.  The Hon. Harlin DeWayne Hale presides over
the case.

As of the time of filing, the Debtor declared $1.6 million in total
assets and $829,702 in total liabilities.


GULFMARK OFFSHORE: Forbearance Pact with RBS Extended Until June 27
-------------------------------------------------------------------
On May 19, 2017, GulfMark Americas, Inc. and GulfMark Management,
Inc., each a subsidiary of GulfMark Offshore, Inc., entered into a
forbearance agreement with The Royal Bank of Scotland plc, as agent
for the lenders, relating to that certain Multicurrency Facility
Agreement dated as of
Sept. 26, 2014.  Pursuant to the RBS Forbearance Agreement, the
Agent agreed, among other things, to waive the defaults and events
of default specified in the RBS Forbearance Agreement and to
forbear from exercising any rights or remedies under the RBS
Facility Agreement as a result of any such defaults and events of
default specified in the RBS Forbearance Agreement until the
earlier of May 31, 2017, and the occurrence of any of the early
termination events specified in the RBS Forbearance Agreement.  

On May 31, 2017, GulfMark Americas and GulfMark Management entered
into an extension agreement with the Agent that extended the
forbearance period until the earlier of June 16, 2017, and the
occurrence of any of the specified early termination events.  

GulfMark Americas and GulfMark Management entered into a second
extension agreement with the Agent as of June 16, 2017, that
extends the forbearance period until the earlier of (x) the later
of (i) 12:01 a.m. (New York time) June 27, 2017, and (ii) 12:01
a.m. on the business date that immediately follows the date on
which a hearing to approve the disclosure statement in the
bankruptcy case of the Company is held and concluded, but not later
than June 30, 2017, and (y) the occurrence of any of the specified
early termination events.

A copy of the RBS Extension Agreement is available for free at:

                     https://is.gd/SbW9pl

                    About Gulfmark Offshore

GulfMark Offshore, Inc., a Delaware corporation, was incorporated
in 1996.  The Company provides offshore marine support and
transportation services primarily to companies involved in the
offshore exploration and production of oil and natural gas.  The
Company's vessels transport materials, supplies and personnel to
offshore facilities, and also move and position drilling and
production facilities.  The majority of the Company's operations
are conducted in the North Sea, offshore Southeast Asia and
offshore the Americas.  The Company currently operates a fleet of
73 owned or managed offshore supply vessels, or OSVs, in the
following regions: 30 vessels in the North Sea, 13 vessels offshore
Southeast Asia, and 30 vessels offshore the Americas.

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

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

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


GYMBOREE CORP: Store Closing Procedures, Consulting Deal Filed
--------------------------------------------------------------
BankruptcyData.com reported that Gymboree Corp. filed with the U.S.
Bankruptcy Court a motion for entry of interim and final orders (i)
authorizing the Debtors to assume a consulting agreement by and
between Gymboree ("merchant") and Tiger Capital Group and Great
American Group (collectively, "consultant") and (ii) approving
procedures for store closing sales. The motion explains, "The
Debtors' management team and advisors ultimately determined that it
may be appropriate to close and wind down (the 'Store Closings') up
to 450 underperforming brick-and mortar store locations (the
'Closing Stores'), contingent upon lease negotiations with the
Debtors' landlords. Specifically, the determination of whether or
not to close up to 450 stores will depend on whether the Debtors
are able to negotiate more favorable lease terms and rent
reductions for certain stores with their landlords (the 'Lease
Negotiations'). The Debtors have retained A&G to assist with the
ongoing Lease Negotiations. The Debtors plan to keep approximately
70 to 85 of the Closing Stores open through January 2018. The
Debtors estimate that the proceeds from the Sales will be
approximately $65 to $85 million. Further, the Store Closings are a
critical component of the Debtors' go-forward business plan, and
assumption of the Consulting Agreement will allow the Debtors to
conduct the Store Closings in an efficient, controlled manner that
will maximize value for the Debtors' estates."

The Court subsequently granted interim approval to the motion and
scheduled a July 11, 2017 final hearing, BankruptcyData relayed.

                    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.


HEYL & PATTERSON: Mitsui Miike Opposes Approval of Plan Outline
---------------------------------------------------------------
Mitsui Miike Machinery Co. Ltd. asked a U.S. bankruptcy court to
deny the disclosure statement, which explains the Chapter 11 plan
of liquidation for The Liquidating Estate of H&P, Inc.

In a filing with the U.S. Bankruptcy Court for the Western District
of Pennsylvania, Mitsui complained the document lacks certain
information that would help creditors make an informed judgment
about the plan.

The creditor cited the company's failure to identify claims that
are subject to objection by the plan administrator.

"The disclosure statement indicates that the plan administrator may
object to certain unidentified claims.  The debtor should be
required to disclose which claims are subject to objection," Mitsui
said in the court filing.

Mitsui holds an unsecured subcontractor claim against the company,
formerly known as Heyl & Patterson, Inc.

Mitsui is represented by:

     Norman E. Gilkey, Esq.
     Erica K. Dausch, Esq.
     Babst Calland Clements & Zomnir, P.C.
     Two Gateway Center
     Pittsburgh, PA 15222
     Phone: (412) 394-5400
     Email: ngilkey@babstcalland.com
     Email: edausch@babstcalland.com

          -- and --

     Porter Hedges LLP
     Eric M. English, Esq.
     1000 Main Street, 36th Floor
     Houston, TX 77002-6341
     Phone: (713) 226-6000

                     About Heyl & Patterson

Heyl & Patterson Inc. is an American specialist engineering
company, founded in 1887 and based in Pittsburgh, Pennsylvania.
Heyl & Patterson sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-21620) on April 29,
2016.  The petition was signed by John R. Edelman, CEO.  The case
is assigned to Judge Carlota M. Bohm.  The Debtor estimated assets
and liabilities in the range of $1 million to $10 million.

The Debtor tapped George T. Snyder, Esq., at Stonecipher Law Firm,
as counsel; and Gleason & Associates as financial advisors.

On May 31, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee retained
Whiteford, Taylor & Preston, LLC, as its legal counsel; and
Albert's Capital Services, LLC, as its financial advisor.  

On April 28, 2017, the Debtor filed a Chapter 11 plan of
liquidation.


HHGREGG INC: Synchrony Bank Balks at Bid to Sell IP Assets
----------------------------------------------------------
Synchrony Bank asks the U.S. Bankruptcy Court for the Southern
District of Indiana to toss out the request of hhgregg, Inc., to
sell certain intellectual property to the extent that the motion
would purport to deprive Synchrony of its contractual and legal
rights to use the Debtors' names and marks when dealing with the
Debtors' former customers.

Synchrony and Gregg Appliances are parties to a Private Label
Consumer Credit Card Program Agreement dated August 26, 2004, as
amended from time to time.  Synchrony made credit available to
qualified consumer customers of the Debtors to purchase products
and services from the Debtors.

The Bank says its contract with Gregg Appliances, Inc. gives it the
right to use the Debtors' names and marks in connection with the
administration and operation of the private-label credit-card
program and the servicing, sale, or substitution of customer
accounts. That serves a number of purposes. Among other things, it
avoids customer confusion by reminding customers that the amounts
owed to Synchrony arose in connection with purchases from the
Debtors.  

The Bank contends that the contract itself, as well as applicable
law, authorizes Synchrony to continue using the Debtors' names and
marks for those limited purposes notwithstandingg the rejection and
termination of the contract.  The Debtors' proposed sale order
could, however, be misunderstood as cutting off Synchrony's rights.
The Court should address that by including the following language
in any order authorizing the sale:

     "Notwithstanding anything to the contrary in this order,
nothing in this order affects Synchrony Bank's right to continue
using the Debtors' trademarks and trade names in connection with
contractually permitted uses."

On April 6, 2017, the Debtors filed a motion seeking authority to
reject the Program Agreement with Synchrony.  The Court entered an
order on May 5, 2017, rejecting the Program Agreement effective
April 6, but the order did not contain a finding that the Program
Agreement was an executory contract.  Instead, the order stated
that "[n]othing herein shall be an admission by either the Debtors
or Synchrony or a finding by the Court that the Synchrony Contract
is an executory contract as the term is used in section 365 of the
Bankruptcy Code. All parties' rights with respect solely to this
issue are expressly reserved."

On June 8, 2017, the Debtors filed a motion for an order to
authorize the sale of its intellectual property.  The Debtors seek
to sell trademarks, domain names, customer files, and related data.
The Debtors' proposed order authorizing the sale purports to
convey their intellectual property free and clear of any interests,
including rights to use that property.

Attorneys for Synchrony Bank:

     Hugh McCullough, Esq.
     Ragan Powers, Esq.
     Davis Wright Tremaine LLP
     1201 Third Avenue, Suite 2200
     Seattle, WA 98101-3045
     Tel: 206-622-3150
     Fax: 206-757-7700

                       About hhgregg Inc.

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

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

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

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

The U.S. Trustee has appointed creditors to serve on the official
committee of unsecured creditors in the case of Gregg Appliances,
Inc., Case No. 17-01303-RLM-11.  No official committee has been
appointed in the cases of hhgregg, Inc., No. 17-01302-RLM-11 or
HHG Distributing, LLC, No. 17- 01304-RLM-11.

The Committee hired Cooley LLP and Bingham Greenebaum Doll LLP as
counsel, and ASK LLP as avoidance claims counsel.  The Committee
retained Province Inc. as financial advisor.

Counsel to the Agent for the Debtors' prepetition secured lenders
and the lenders providing DIP financing are Sean M. Monahan, Esq.,
at Choate, Hall & Stewart LLP; and Jay Jaffe, Esq., at Faegre
Baker Daniels, LLP.

                          *     *     *

When hhgregg filed for Chapter 11 bankruptcy, it had signed a term
sheet with an anonymous party to purchase the Company assets.  The
Company said at that time it expected a quick and smooth process
through Chapter 11 with emergence in approximately 60 days.  Ten
days later, hhgregg said it has terminated the nonbinding term
sheet with the anonymous party because the Company was unable to
reach a definitive agreement on terms, and said it continues to
work with interested third parties to purchase assets of the
business.  hhgregg added it had received strong interest from
third
parties interested in buying some or all of the Company's assets.

Subsequently, hhgregg executed a consulting agreement with a
contractual joint venture comprised of Tiger Capital Group, LLC and
Great American Group, LLC to conduct a sale of the merchandise and
furniture, fixtures and equipment located at the Company's retail
stores and distribution centers.  

In an April order, the Bankruptcy Court approved, at the Company's
request, a plan for the Company to close 132 retail stores and the
Company's distribution centers.  

According to a disclosure with the Securities and Exchange
Commission in March, debtors Gregg Appliances, Inc. and HHG
Distributing, LLC entered into a Consulting Agreement with a
contractual joint venture between Tiger Capital Group and Great
American Group to conduct the sale of the merchandise and
furniture, fixtures and equipment located at the Company's 132
retail stores and the distribution centers.

As of June 8, the Debtors have completed store closing sales in
all
its stories.

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


HOOPER HOLMES: Amends 2016 Form 10-K in Response to Comments
------------------------------------------------------------
Hooper Holmes Inc. filed a third amendment to its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2016, which was filed
with the U.S. Securities and Exchange Commission on March 9, 2017,
as amended.  The amendment was filed in response to a comment
letter from the SEC, dated June 1, 2017, to revise the disclosures
in Part I, Item 1 (Business) and Part II, Item 7 (Management's
Discussion and Analysis of Financial Condition and Results of
Operations).  A full-text copy of the Form 10-K/A is available for
free at https://is.gd/B03JAX

                      About Hooper Holmes

Hooper Holmes, Inc., provides health risk assessment services and
wellness as well as health improvement services with its
acquisition of Accountable Health Solutions, Inc. (AHS).  The
Olathe, Kansas-based Company provides these services to individuals
as part of health and wellness programs offered through corporate
and government employers, and to clinical research organizations.

Hooper Holmes reported a net loss of $10.32 million on $34.27
million of revenues for the year ended Dec. 31, 2016, compared to a
net loss of $10.87 million on $32.11 million of revenues for the
year ended Dec. 31, 2015.  

As of March 31, 2017, Hooper Holmes had $13.60 million in total
assets, $18.25 million in total liabilities, and a total
stockholders' deficit of $4.65 million.

Mayer Hoffman McCann P.C., in Kansas City, Missouri, 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, negative
cash flows from operations and other related liquidity concerns,
which raises substantial doubt about the Company's ability to
continue as a going concern.


IGNITE RESTAURANT: Taps Hilco as Real Estate Advisor
----------------------------------------------------
Ignite Restaurant Group, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire Hilco
Real Estate, LLC as real estate advisor.

The firm will provide these services to the company and its
affiliates:

     (a) meet with the Debtors to ascertain their goals,
         objectives and financial parameters;

     (b) mutually agree with the Debtors with respect to a
         strategic plan for restructuring, selling, assigning, or
         terminating their leases;

     (c) negotiate the terms of restructuring, sale, assignment,
         and termination agreements with third parties and the
         landlords under the leases;

     (d) provide written reports periodically to the Debtors
         regarding the status of the negotiations;

     (e) assist the Debtors in closing the pertinent lease
         restructuring, sale, assignment, and termination
         agreements; and

     (f) provide testimony if requested by the Debtors.

Hilco and the Debtors have agreed on these terms of compensation
and expense reimbursement:

     (a) For each lease that is sold, assigned or terminated
         lease, Hilco will be paid a fee in an amount equal to 6%
         of the proceeds.

     (b) For any lease that becomes a restructured lease, Hilco
         will be paid a fee in an amount equal to a base fee of
         $1,500, plus 4.5% of the aggregate "restructured
         lease savings."

     (c) Hilco will not be paid for leases that are assumed and
         assigned to a purchaser of all or substantially all of
         the assets of any Debtor or its division (but a
         restructured lease savings fee may still be due to the
         firm as a result of such sale or assignment).

     (d) No lease that is rejected without value by the
         Debtors will be treated as a sold, assigned, terminated
         or restructured lease.

     (e) Hilco will be compensated on an hourly basis for the time

         its professionals spend for preparation, depositions or
         other time in court.  The firm's executive vice-president

         or above will be paid $700 per hour; senior vice-
         president, $500 per hour; and vice-president, $400 per
         hour.

Ryan Lawlor, vice-president and deputy general counsel of Hilco
Trading LLC, the managing member of Hilco, disclosed in a court
filing that his firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.

Hilco can be reached through:

     Ryan Lawlor
     Hilco Real Estate, LLC
     5 Revere Drive, Suite 320
     Northbrook, IL 60062
     Phone: 847-714-1288

                     About Ignite Restaurant

Ignite Restaurant Group, Inc., et al., operate two well-known
restaurant brands, Joe's Crab Shack and Brick House Tavern + Tap
that offer a variety of high-quality food and beverages in a
distinctive, casual, high-energy atmosphere.  They operate 130+
restaurants and have three international franchise locations, and
employ about 8,400 employees.

On June 6, 2017, Ignite Restaurant Group and its affiliates filed
for bankruptcy in Texas (Bankr. S.D. Tex. Case No. 17-33550).  The
petitions were signed by Jonathan Tibus, chief executive officer.

Ignite Restaurant Group and its affiliated debtors sought
bankruptcy protection to facilitate a sale of its business to a
private equity firm for $50 million in cash plus the assumption of
certain liabilities.

As of April 30, 2017, the Debtors reported $153.4 million in total
assets and $197.4 million in total liabilities.

The Hon. David R. Jones presides over the Debtors' cases.   

The Debtors have employed King & Spalding LLP as legal counsel;
Jonathan Tibus, managing director at Alvarez & Marsal North
America, as their chief executive officer; Piper Jaffray & Co. as
investment banker; Hilco Real Estate, LLC as real estate advisor;
and Garden City Group as their claims and noticing agent.

No trustee, examiner or official committee has been appointed.


IGNITE RESTAURANT: Taps King & Spalding as Legal Counsel
--------------------------------------------------------
Ignite Restaurant Group, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire King &
Spalding LLP as legal counsel.

The firm will provide legal services to the company and its
affiliates in connection with their Chapter 11 cases.  These
services include advising the Debtors regarding their duties under
the Bankruptcy Code, negotiating with creditors, and assisting them
in the preparation of a plan of reorganization.

The hourly rates charged by the firm range from $655 to $1,190 for
partners, $345 to $775 for associates, and $230 to $375 for
paraprofessionals.  The hourly rates for the K&S attorneys who will
represent the Debtors are:

     Sarah Borders         Partner              $995
     Edward Ripley         Partner              $860
     Jeffrey Dutson        Senior Associate     $775
     Elizabeth Dechant     Associate            $525
     Nadia Saleem          Staff Attorney       $350

On the petition date, K&S held an advance payment in the amount of
$68,700.

Sarah Borders, Esq., disclosed in a court filing that her 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, Ms.
Borders disclosed that her firm has not agreed to any variations
from, or alternatives to, its standard or customary billing
arrangements.  

Ms. Borders also disclosed that no adjustments were made to either
the billing rates or the financial terms of K&S' employment by the
Debtors as a result of their bankruptcy filing, and that the
Debtors approved a prospective budget and staffing plan for the
firm's employment for the three-month period after the filing.

The firm can be reached through:

     Sarah R. Borders, Esq.
     King & Spalding LLP
     1180 Peachtree Street, NE
     Atlanta, GA 30309

                     About Ignite Restaurant

Ignite Restaurant Group, Inc., et al., operate two well-known
restaurant brands, Joe's Crab Shack and Brick House Tavern + Tap
that offer a variety of high-quality food and beverages in a
distinctive, casual, high-energy atmosphere.  They operate 130+
restaurants and have three international franchise locations, and
employ about 8,400 employees.

On June 6, 2017, Ignite Restaurant Group and its affiliates filed
for bankruptcy in Texas (Bankr. S.D. Tex. Case No. 17-33550).  The
petitions were signed by Jonathan Tibus, chief executive officer.

Ignite Restaurant Group and its affiliated debtors sought
bankruptcy protection to facilitate a sale of its business to a
private equity firm for $50 million in cash plus the assumption of
certain liabilities.

As of April 30, 2017, the Debtors reported $153.4 million in total
assets and $197.4 million in total liabilities.

The Hon. David R. Jones presides over the Debtors' cases.   

The Debtors have employed King & Spalding LLP as legal counsel;
Jonathan Tibus, managing director at Alvarez & Marsal North
America, as their chief executive officer; Piper Jaffray & Co. as
investment banker; Hilco Real Estate, LLC as real estate advisor;
and Garden City Group as their claims and noticing agent.

No trustee, examiner or official committee has been appointed.


IGNITE RESTAURANT: Taps Piper Jaffray as Investment Banker
----------------------------------------------------------
Ignite Restaurant Group, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire Piper
Jaffray & Co. as investment banker.

The firm will provide these services in connection with the Chapter
11 cases of the company and its affiliates:

     (a) review and analyze the Debtors' business, financial
         condition and prospects;

     (b) assist the Debtors or participate in negotiations with
         their creditors, suppliers, lessors and other parties;

     (c) if the Debtors determine to undertake any sale or
         restructuring, advise and assist them in structuring and
         effecting such transaction;


     (d) assist the Debtors in preparing materials to be used in  
         soliciting potential purchasers with respect to any sale,

         and in negotiating with those purchasers; and

     (e) provide the Debtors with financial advice, and assist
         them in developing any restructuring and in negotiating
         with entities or groups affected by the restructuring.

Piper Jaffray will receive a monthly fee of $100,000 on the 15th
day of each month.  Fifty percent of each monthly fee received will
be credited against the amount of the applicable one-time
"restructuring fee."

In the event of a sale, the firm will receive a restructuring fee
equal to these in step-up increments:

     (a) 1.5% of the transaction value of a restructuring, up to
$75 million; plus

     (b) 2.5% of the transaction value above $75 million and up to
the total amount of the "secured obligations;" plus

     (c) 4% of the transaction value over and above the total
amount of the secured obligations.

Piper Jaffray will be paid a $500,000 restructuring fee in the
event of a sale that is consummated with a credit bid from the
Debtors' first lien lenders, the administrative agent for the
lenders, or in each case their respective successors or assigns,
and in the absence of a third party stalking horse bid for a
transaction value that is equal to or less than $75 million.  For
any restructuring that is not a sale, the firm will get a
restructuring fee of $500,000.

Teri Stratton, managing director of Piper Jaffray, disclosed in a
court filing that the firm's professionals who will be providing
the services do not hold any interest adverse to the Debtors.

The firm can be reached through:

     Teri Stratton
     Piper Jaffray & Co.
     71 S. Wacker Drive
     Hyatt Center, 24th Floor
     Chicago, IL 60606
     Tel: +1 312 267-5151

                     About Ignite Restaurant

Ignite Restaurant Group, Inc., et al., operate two well-known
restaurant brands, Joe's Crab Shack and Brick House Tavern + Tap
that offer a variety of high-quality food and beverages in a
distinctive, casual, high-energy atmosphere.  They operate 130+
restaurants and have three international franchise locations, and
employ about 8,400 employees.

On June 6, 2017, Ignite Restaurant Group and its affiliates filed
for bankruptcy in Texas (Bankr. S.D. Tex. Case No. 17-33550).  The
petitions were signed by Jonathan Tibus, chief executive officer.

Ignite Restaurant Group and its affiliated debtors sought
bankruptcy protection to facilitate a sale of its business to a
private equity firm for $50 million in cash plus the assumption of
certain liabilities.

As of April 30, 2017, the Debtors reported $153.4 million in total
assets and $197.4 million in total liabilities.

The Hon. David R. Jones presides over the Debtors' cases.   

The Debtors have employed King & Spalding LLP as legal counsel;
Jonathan Tibus, managing director at Alvarez & Marsal North
America, as their chief executive officer; Piper Jaffray & Co. as
investment banker; Hilco Real Estate, LLC as real estate advisor;
and Garden City Group as their claims and noticing agent.

No trustee, examiner or official committee has been appointed.


INDUSTRIE SERVICE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Industrie Service, LLC
        230 Brookshire Road
        Greer, SC 29651

Business Description: Service establishment equipment companies  
                      industry

Chapter 11 Petition Date: June 16, 2017

Case No.: 17-02995

Court: United States Bankruptcy Court
       District of South Carolina (Spartanburg)

Judge: Hon. Helen E. Burris

Debtor's Counsel: William G. McCarthy, Jr., Esq.
                  MCCARTHY, REYNOLDS & PENN, LLC
                  1517 Laurel Street (29201)
                  PO Box 11332
                  Columbia, SC 29211-1332
                  Tel: (803) 771-8836
                  Fax: 803-753-6960
                  E-mail: bmccarthy@mccarthy-lawfirm.com

                       - and -

                  William Harrison Penn, Esq.
                  MCCARTHY, REYNOLDS & PENN, LLC
                  1517 Laurel Street (29201)
                  PO Box 11332
                  Columbia, SC 29211-1332
                  Tel: 803-771-8836
                  Fax: 803-753-6960
                  E-mail: hpenn@mccarthy-lawfirm.com

Total Assets: $1.58 million

Total Liabilities: $9.20 million

The petition was signed by Hansjuergen Blum, chief director
officer/owner.

The Debtor's list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/scb17-02995.pdf


J2 CLOUD: Moody's Rates Proposed $550MM Senior Unsecured Notes Ba3
------------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 (LGD4) to j2 Cloud
Services, LLC's proposed $550 million senior unsecured notes. Cloud
Services is a subsidiary of j2 Global, Inc. ("j2" or "the company")
and this rating is in line with the existing rating for the debt
class. Proceeds from this new debt raise will be used to redeem
existing 8% senior unsecured notes as well as repay $225 million
drawn on j2's credit facility. While the financing modifies the
company's capital structure, its modest size does not materially
impact j2's credit profile. All other ratings including the
company's B1 corporate family rating ("CFR") and stable outlook are
unchanged.

j2's pro forma capital structure will include approximately $550
million of senior unsecured debt issued by the company's operating
subsidiary, Cloud Services, and $402.5 million of convertible notes
due 2029 at the parent level, j2. The Ba3 rating on the proposed
senior unsecured notes is one notch higher than the CFR given
support from the structurally subordinated, unrated convertible
notes which provides holders of the new notes a priority claim on
the cash flows of the operating subsidiary.

The new unsecured notes, unlike the preceding unsecured debt at
Cloud Services, will not benefit from a downstream guarantee from
the parent, j2. This removes the claim on cash and other assets at
the parent level, including the equity of j2's digital media
operating subsidiary. Despite this lack of recourse to the digital
media business, Moody's maintains the Ba3 instrument rating at
Cloud Services due to this subsidiary's improved scale and
significant cash flows. Cloud Services' mature internet fax
business, the primary driver of the subsidiary's cash flows, has
exhibited a long decline tail which helps support the development
and growth potential of Cloud Services' other cloud services
segment, which includes cloud backup, email security, and email
marketing. Cloud Services has grown revenues by a cumulative 40%
since Moody's assigned its initial ratings in 2012. Further, total
revenue of the Cloud Services subsidiary in the first quarter ended
March 31, 2017 represented approximately 56% of j2's revenues, with
j2's digital media properties accounting for approximately 44% of
the total. The bulk of j2's EBITDA is generated by its Cloud
Services subsidiary, which represented approximately 75% of the
company's EBITDA (as adjusted by j2) in 2016. Moody's believes this
improved scale offsets the loss of recourse to cash flows
associated with the digital media subsidiary.

RATINGS RATIONALE

j2's B1 CFR reflects its strong credit metrics including low
leverage, high coverage ratios, healthy margins, strong revenue
growth, and very good liquidity. With very low capital intensity
and low borrowing costs, the company generates strong cash flows,
maintains large cash balances, and employs a relatively
conservative financial policy, investing the bulk of cash flows
into growing its businesses. This growth has likely contributed to
j2's equity market capitalization increasing to approximately $4
billion, which represents a significant source of alternative
liquidity for unsecured bond holders, especially given the proposed
repayment of secured debt and now fully unencumbered nature of the
company's assets.

These strengths are offset by execution risks related to j2's
aggressive expansion into new business segments with weaker margin
profiles than the company's legacy offerings. Moody's also has
concerns about the long term stability and viability of Cloud
Services' internet fax business. With new digital platforms
providing alternative means for sending documents and with key
patents expiring, the company's competitive position in the
internet fax market remains at risk of weakening despite current
customer stickiness, low price points and functional value. Despite
end market diversification efforts, the internet fax business and
smaller legacy, cloud-based voice services business still dominate,
representing approximately 37% of j2's total revenue for the first
quarter ended March 31, 2017 and a sizable majority of operating
income. While increased diversification away from these legacy
services is a positive given their likely future vulnerability, the
company's growth into businesses with weaker economics has placed
some pressure on key credit metrics such as EBITDA margin,
leverage, interest coverage, and free cash flow to debt.

Moody's expects j2 to have very good liquidity over the next twelve
months. Through the combination of high margins from the legacy
internet fax/voice business and growth from the other cloud
services segment of Cloud Services and its digital media
subsidiary, j2 continues to generate strong cash flows. As the
company works to scale recent acquisitions and acquire new
businesses, Moody's expects continued growth in free cash flow,
which totaled over $250 million in 2016 despite a meaningful
dividend payout to shareholders of $66 million. Following this
proposed financing, j2 will no longer have a revolving credit
facility which, although not necessarily needed given the company's
strong liquidity, makes liquidity less strong than it would be with
a facility in place.

The indenture which governs the company's proposed senior unsecured
notes is subject to one financial covenant which limits restricted
payments when leverage is 3.0x or higher. Moody's expects j2 will
remain in compliance with this constraint. The company has no debt
maturing in the near term. Despite j2's fully unencumbered capital
structure, Moody's does not believe the company will need to divest
assets to fund operational expenses or strategic activities given
strong liquidity.

Moody's could upgrade the ratings if leverage (Moody's adjusted)
trended towards 1.0x, on a sustained basis and free cash flow to
debt (Moody's adjusted) was sustained above 20%. Moody's could
downgrade the ratings if leverage (Moody's adjusted) was sustained
at or above 3.0x or free cash flow to debt (Moody's adjusted) fell
below 10% on sustained basis. A negative rating action would also
be considered if the company adopted aggressive financial
policies.

The stable outlook is based on Moody's view that the company will
maintain revenue growth, mainly through acquisitions, and continue
to generate meaningful EBITDA and free cash flow.

Based in Los Angeles, CA, j2 Global, Inc. is a provider of business
cloud services and digital media. The majority of the Cloud
Services subsidiary includes phone number-based, direct dial-in
products, primarily unified voice and electronic fax services. The
Cloud Services subsidiary also includes non-number-based services,
specifically backup and storage, email security, and customer
relationship management services. J2's other main subsidiary,
Digital Media, specializes in the technology, gaming and health and
wellness markets, selling services to consumers and businesses.
Digital Media primarily consists of a portfolio of Ziff Davis web
properties. For the last 12 months ended March 31, 2017, j2
generated approximately $900 million in revenue.

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


J2 GLOBAL: S&P Affirms 'BB' CCR on Proposed Refinancing
-------------------------------------------------------
S&P Global Ratings affirmed its 'BB' corporate credit rating on Los
Angeles-based j2 Global Inc.  The outlook is stable.

At the same time, S&P assigned its 'BB' issue-level and '3'
recovery ratings to the company's recently announced $550 million
senior unsecured notes.  The '3' recovery rating indicates S&P's
expectation for meaningful (50%-70%; rounded estimate: 55%)
recovery for lenders in the event of a payment default.  Finally,
S&P is lowering its issue-level rating on the company's convertible
notes from 'BB-' to 'B+' and revising the recovery rating from '5'
to '6'.

"The rating affirmation reflects our expectation that j2 Global's
adjusted leverage, pro forma for the acquisition of Everyday Health
and senior notes offering, will be in the low-2x area and decline
to the high-1x area over the next 12 months," said S&P Global
Ratings credit analyst Dee Banson.

S&P believes that operating performance will continue to improve as
the company integrates Everyday Health and other small tuck-in
acquisitions.

The stable outlook on j2 Global reflects the company's steady and
growing revenue base, good cash flow generation, and S&P Global
Ratings' expectation that the company will continue to successfully
integrate acquisitions while maintaining leverage below the mid-2x
area.

S&P could lower the rating if profitability declines because of
competitive pressure, the presence of alternative technologies, or
if acquisition-integration issues cause leverage to approach 3x.

An upgrade over the next 12 months is unlikely given j2 Global's
high revenue concentration in fax and voice services.  However, S&P
could consider an upgrade if the company gains greater diversity
and meaningful scale across its businesses while committing to its
existing conservative financial policy.


JABEZ L INC: Seeks to Hire Interstate Auction as Broker
-------------------------------------------------------
Jabez L, Inc. seeks approval from the U.S. Bankruptcy Court for the
Northern District of Georgia to hire a broker in connection with
the sale of its properties in DeKalb County, Georgia.

The Debtor proposes to hire Interstate Auction Management Corp. to
market the properties for a listing price of $800,000, and pay the
firm a commission of 7% of the gross sale price.

The properties to be sold include the Debtor's billboard lease, and
real estate.  The Debtor's coin laundry business and the equipment
it uses to operate the business are excluded from the sale.

Matthew Levin, a real estate agent, disclosed in a court filing
that the firm is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code.

Interstate Auction can be reached through:

     Matthew J. Levin
     Interstate Auction Management Corp.
     3300 Holcomb Bridge Road, Suite 250
     Peachtree Corners, GA 30092
     Phone: 770-209-1700

                       About Jabez L, Inc.

Jabez L, Inc. filed a chapter 11 bankruptcy petition (Bankr. N.D.
Ga. Case No. 17-57835) on May 1, 2017, listing under $1 million in
both assets and liabilities.  Paul Reece Marr, P.C. is the Debtor's
bankruptcy counsel.


JACK COOPER: June 14 is the Record Date for Plan Solicitation
-------------------------------------------------------------
Jack Cooper Enterprises, Inc. and Jack Cooper Holdings Corp.
announced that the Company signed a definitive restructuring
support agreement with an ad hoc group of holders of the JCHC 9.25%
Senior Secured Notes due 2020 on the terms of a consensual
restructuring transaction.  Pursuant to the terms of the JCHC
Support agreement, the Company amended the terms of the offer to
purchase any and all of the outstanding JCEI 10.50%/11.25% Senior
PIK Toggle Notes due 2019 for cash and a related solicitation of
consents to amend the JCEI Notes and related indenture and to a
general release and waiver of claims as well as the offer to
exchange any and all of the JCHC Notes for (a) cash and (b)
warrants issued by JCEI exercisable for shares of Class B common
stock of JCEI and a related solicitation of consents to amend the
JCHC Notes and related indenture, release the collateral securing
the JCHC Notes and consent to a general release and waiver of
claims.  As previously announced, in conjunction with the Amended
Offers, the Company is also soliciting votes to accept a
prepackaged plan of reorganization.

The Offering Memorandum and Disclosure Statement noted that
June 14, 2017, is the Record Date for purposes of the Plan
Solicitation and that the persons in whose name the Existing Notes
are registered as of the Record Date are eligible to vote on the
Plan.  The Company is making this disclosure to clarify that, to
the extent Existing Notes are transferred on or after the Record
Date and the holder of the Existing Notes who is the transferor had
not previously executed and returned a ballot voting on the Plan,
the right to vote on the Plan will also transfer with the Existing
Notes to the transferee of those notes.

                      About Jack Cooper

Jack Cooper Enterprises, Inc., is the direct parent of Jack Cooper
Holdings Corp., based in Kansas City, MO, a leading provider of
over-the-road transportation of automobiles, SUVs and light trucks
in the U.S. and Canada.

Jack Cooper reported a net loss of $33.27 million on $667.84
million of operating revenues for the year ended Dec. 31, 2016,
compared to a net loss of $69.91 million on $728.58 million of
operating revenues for the year ended Dec. 31, 2015.

As of March 31, 2017, Jack Cooper had $284.81 million in total
assets, $642.18 million in total liabilities and a total
stockholders' deficit of $357.37 million.

                           *    *    *

As reported by the TCR on June 13, 2017, S&P Global Ratings said
that it revised its corporate credit rating on Jack Cooper Holdings
Corp. to 'D'.   Jack Cooper announced that it has elected not to
pay the June 1, 2017, interest payment due on its 9.25% senior
secured notes due in 2020.  S&P does not believe Jack Cooper
Holdings will make this interest payment or any other
payments on its debt obligations and expect a general default given
ongoing negotiations with noteholders.

In November 2016, Moody's Investors Service downgraded the ratings
of Jack Cooper Enterprises, Inc., including its Probability of
Default Rating ("PDR") to 'Ca-PD' from 'Caa2-PD' and its Corporate
Family Rating ("CFR") to 'Caa3' from 'Caa2'.


JACK COOPER: June 29 Deadline for Tender Offer & Prepack Plan Vote
------------------------------------------------------------------
Jack Cooper Enterprises, Inc., and Jack Cooper Holdings Corp. are
restructuring $430 million of debt through a cash tender offer
out-of-court, or through a Chapter 11 filing by July 12, 2017, in
Delaware if consents are not received from holder of at least 97%
of noteholders.

JCEI, on June 15, 2017, said it extended to June 29, 2017, its cash
tender offer to purchase any and all of the JCEI 10.50%/ 11.25%
Senior PIK Toggle Notes due 2019 and exchange offer for any and all
of Jack Cooper Holdings Corp.'s 9.25% Senior Secured Notes due 2020
for cash and warrants to purchase shares of non-voting common stock
of JCEI.

Under the amended offer, the Company is offering to purchase JCEI
Notes with total principal amount outstanding of $58,640,415 for
cash equal to $138.50 plus a consent payment/forbearance fee of
$11.50 for each $1,000 principal of the holders' JCEI Notes.  In
addition, the Company is offering to purchase JCHC notes with total
principal amount outstanding of $375,000,000 for $500 in cash and
0.825 warrants to purchase shares of Class 5, plus a consent
payment/forbearance fee of $50, for each $1,000 principal of the
holders' JCHC notes.

In conjunction with the amended offers, the Company is also
soliciting votes to accept a prepackaged plan of reorganization.

JCEI and JCHC, said they have already signed a definitive
restructuring support agreement with an ad hoc group of holders of
77.4% of the JCHC 9.25% Senior Secured Notes due 2020, which
members have agreed to tender their existing notes and vote in
favor of a Chapter 11 Plan for JHCK and JEIC.  The Ad Hoc Group is
also working together with other noteholders that together with the
Ad Hoc Group hold approximately 89.2% of the JCHC Notes and 26.1%
of the JCEI 10.50%/11.25% Senior PIK Toggle Notes due 2019.

The consummation of the offering is conditioned upon the Company
receiving consents from holders of at least 97% in aggregate
principal amount of outstanding JCEI Notes and 97% in aggregate
principal amount of outstanding JCHC Notes.

In the event the conditions to the consent solicitations are not
satisfied, but the Company receives votes to accept the Plan such
that such holders' respective classes constitute an accepting class
for purposes of Section 1129(a)(8) the Bankruptcy Code, which
requires votes to accept the Plan from the holders of (i) at least
66-2/3% in aggregate principal amount of each series of existing
notes that cast Ballots with respect to the Plan and (ii) more than
50% in number of holders of each series of Existing notes that cast
Ballots with respect to the Plan, the Company plans to file Chapter
11 cases to consummate the Plan.  In addition, if at any time the
Company for any reason determines that it would be advantageous,
the Company may also seek to file petitions under Chapter 11 of the
Bankruptcy Code to consummate the Plan.

To be eligible to receive the Total Consideration, eligible holders
must validly tender their Existing Notes, deliver Consents, vote to
accept the Plan and enter into the applicable Support Agreement
before 12:01 a.m., New York City time, on June 29, 2017.

As of 5:00 p.m., New York City time, on June 14, 2017, 69.62% of
the JCEI Notes had been validly tendered and not withdrawn and
3.18% of the JCHC Notes had been validly tendered and not withdrawn
in the original offers.

The Information Agent and the Tender and Exchange Agent is D.F.
King & Co., Inc.,  which may be contacted at (212) 269-5550 (for
banks and brokers) or (800) 755-7250 (for noteholders) or by e-mail
at jc@dfking.com

The voting agent is Donlin,  Recano & Company, Inc., which may be
contacted at (212) 481-1411 or by e-mail at
DRCVote@DolinRecano.com

                   Terms of Chapter 11 Plan

The Prepackaged Plan provides that creditors will receive
reinstatement of their allowed claims in accordance with Section
1124(2) of the Bankruptcy Code with respect to:

     (i) Prepetition ABL Credit Facility in the aggregate principal
amount of not less than $69.76 million,

    (ii) Prepetition MSD Term Loan Claims in the aggregate
principal amount of not less than $62.5 million, and

   (iii) the Solus Term Loan Facility claims in the principal
amount of not less than $41.0 million.

Pursuant to the Plan, all outstanding Existing Notes will be
cancelled and discharged.  Holders of JCEI Notes will receive
$138.50 in cash for each $1,000 principal amount of such holder's
JCEI Notes.  Holders of JCHC Notes that will receive (i) $500 in
cash and (ii) 0.825 of Plan Warrants for each $1,000 principal
amount of such holder's JCHC Notes.

As to general unsecured claims, each holder will receive, at the
Debtors' option: (i) payment in full, in cash, of the unpaid
portion of its allowed general unsecured claim; or (ii)
reinstatement of its allowed general unsecured claim pursuant to
section 1124(2) of the Bankruptcy Code (including any cash
necessary to satisfy the requirements for reinstatement).

All existing equity interests in JCEI shall be unaffected and the
holder thereof shall retain all legal, equitable and contractual
rights to which holders of such interest are otherwise entitled.

The Company will commence the Chapter 11 Cases in the United States
Bankruptcy Court for the District of Delaware.

                     Termination Events

The Consenting Noteholders' support to the restructuring under the
Support Agreement will terminate on:

   (i) 11:59 p.m. (Eastern Time) on July 7, 2017, unless the
Company Parties shall have received votes in favor of the Plan from
the holders of the Existing JCHC Notes and the Existing JCEI Notes
in the Chapter 11 Solicitation sufficient to receive Plan
Approval;

  (ii) 11:59 p.m. (Eastern Time) on July 7, 2017, unless legal
counsel to the Consenting Noteholders shall have received a
certificate, dated as of July 7, 2017, from an officer of the
Company Parties addressed to the Consenting Noteholders stating
that the New Secured Notes Priority Leverage Ratio (as used in the
Solus Commitment Letter) does not exceed 4.50 to 1.00 based upon
the Updated Forecast  (prepared as of July 7, 2017 in good faith
based upon reasonable assumptions and "addbacks", in each case,
consistent with past EBITDA forecasts) after giving effect on a pro
forma basis to (a) the Plan and (b) the payment of all fees and
expenses in connection therewith;

(iii) 11:59 p.m. (Eastern Time) on July 12, 2017, unless JCHC has
commenced the Chapter 11 Cases;

  (iv) three business days after the Petition Date, or such later
date to which the Required Consenting Noteholders agree in writing,
unless prior thereto the Bankruptcy Court has entered the Interim
DIP Financing Order and/or Cash Collateral Order, authorizing the
Debtor Parties to use the DIP financing and/or cash collateral on
an interim basis, and scheduling a final hearing with respect to
such matters;

   (v) 35 calendar days after the Petition Date, or such later date
to which the Required Consenting Noteholders agree in writing,
unless prior thereto the Bankruptcy Court has entered the Final DIP
Financing Order and/or Final Cash Collateral Order, authorizing the
Debtor Parties to use DIP financing and/or cash collateral on a
final basis;

  (vi) Aug. 21, 2017, or such later date to which the Required
Consenting Noteholders agree in writing, unless prior thereto the
Bankruptcy Court has entered the Confirmation Order;

(vii) Sept. 5, 2017, or such later date to which the Required
Consenting Noteholders agree in writing, unless prior thereto the
Plan Effective Date has occurred.

                      Parties' Advisors

Jack Cooper Enterprises may be reached at:

         Theo A. Ciupitu
         Executive Vice President and General Counsel
         Jack Cooper Enterprises Inc.
         630 Kennesaw Due West Road
         Kennesaw, Georgia 30152
         E-mail: tciupitu@jackcooper.com

JCEI and JCHC are represented by King & Spalding LLP as counsel:

         Keith Townsend, Esq.
         Sarah Borders, Esq.
         KING & SPALDING LLP
         1180 Peachtree Street, 33rd Floor
         Atlanta, GA 30309
         Telecopy: (404) 572-5100
         E-mail: ktownsend@kslaw.com
                 sborders@kslaw.com

The Consenting Noteholders tapped Akin Gump Strauss Hauer & Feld
LLP as legal counsel, and Perella Weinberg Partners LP and CDG
Group, LLC, as financial advisors.  The Consenting Noteholders'
attorneys may be reached at:

         Danny Golden, Esq.
         Lisa Beckerman, Esq.
         Stephen Kuhn, Esq.
         Akin Gump Strauss Hauer & Feld LLP
         One Bryant Park
         New York, NY 10005
         Telecopy: (212) 872-1002
         E-mail: dgolden@akingump.com
                 lbeckerman@akingump.com
                 skuhn@akingump.com

A full-text copy of the Restructuring Support Agreement is
available for free at https://is.gd/SgLnun

A full-text copy of the Financial Projections is available at:

                    https://is.gd/P6zReJ

A full-text copy of the Liquidation Analysis is available at:

                    https://is.gd/xHSB0P

                     About Jack Cooper

Jack Cooper Holdings Corp. is a specialty transportation and other
logistics provider and the largest over-the-road finished vehicle
logistics company in North America.  The Company provides premium
asset-heavy and asset-light based solutions to the global new and
previously-owned vehicle markets, specializing in finished vehicle
transportation and other logistics services for major automotive
original equipment manufacturers and for fleet ownership companies,
remarketers, dealers and auctions.  The Company is a certified
Woman-Owned Business Enterprise by the Woman's Business Enterprise
Council.  The Company does not expect the consummation of the
Amended Offers to impact its certification by the WBENC.

Jack Cooper reported a net loss of $33.27 million on $667.84
million of operating revenues for the year ended Dec. 31, 2016,
compared to a net loss of $69.91 million on $728.58 million of
operating revenues for the year ended Dec. 31, 2015.  

As of March 31, 2017, Jack Cooper had $284.81 million in total
assets, $642.18 million in total liabilities and a total
stockholders' deficit of $357.37 million.


JACK COOPER: Solus Signs Commitment Letter for New Secured Notes
----------------------------------------------------------------
Jack Cooper Holdings Corp. expects to issue and sell a new series
of 13.75% senior secured notes due 2023 concurrently with the
consummation of the offer to exchange $435 million of notes for
cash and warrants or a restructuring through a prepackaged Chapter
11 plan, as applicable.

The New Secured Notes will be issued through a private placement
pursuant to Section 4(a)(2) of the Securities Act to fund, together
with cash-on-hand, the cash portions of the Amended Offers and to
pay fees and expenses incurred by the Company in connection with
the Amended Offers and the New Secured Notes Offering.

On March 9, 2017, the Company entered into a non-binding term sheet
related to the proposed private New Secured Notes Offering with
Solus Alternative Asset Management LP and on June 15, 2017, the
Company entered into a commitment letter with Solus which provides
for certain amendments to the term sheet.

Pursuant to the Commitment Letter, Solus has agreed to a financing
commitment fee in cash as follows:

     (i) 0.75% if the Amended Offers are consummated, which will be
payable upon the Settlement Date; and

    (ii) 1.0% if the Amended Offers are not consummated and the
restructuring is implemented pursuant to the Plan, which will be
payable upon consummation of the Plan.

As consideration for the Commitment Letter, the Company has agreed
to pay to Solus a backstop fee equal to $2,000,000, which will be
payable in full on either (i) if the purchase, redemption, exchange
or other repayment, as applicable, of the Existing Notes is
effectuated pursuant to the Amended Offers, on the Settlement Date;
or (ii) if the purchase, redemption, exchange or other repayment,
as applicable, of the Existing Notes is effectuated pursuant to the
Plan, the effective date of the Plan.

In addition, if the Company consummates an alternative refinancing
transaction prior to March 31, 2018 or pursuant to a binding
commitment entered into prior to March 31, 2018 that results in the
purchase, redemption, exchange or other repayment of any of the
Existing Notes with a cash component funded by debt with a person
other than Solus, then the Company will pay Solus a fee in cash in
an amount equal to (i) $1,706,250 if such alternative transaction
occurs prior to July 12, 2017 or (ii) $2,275,000 if such
alternative transaction occurs on or after July 12, 2017, and cause
JCEI distribute Solus Warrants equal to 7.5% of the pro forma
fully-diluted equity of JCEI upon the closing of such alternative
transaction.  The Company expects the New Secured Notes to be
issued pursuant to an indenture, to be dated as of the date of
closing (the "New Secured Notes Indenture"), by and among JCHC, the
guarantors party thereto, and U.S. Bank National Association, as
trustee.  Interest on the New Secured Notes issued would accrue at
a rate of 13.75% per annum.

The principal amount of New Secured Notes JCHC would issue will
depend on the participation in the Amended Offers and the Consent
Solicitations.  Pursuant to the Commitment Letter, the issuance and
sale of the New Secured Notes will be conditioned upon, among other
things: (1) the satisfaction or waiver by Solus of the requirement
that at least 97% of the aggregate principal amount of outstanding
Existing JCEI Notes be tendered in the Tender Offer and at least
97% of the aggregate principal amount of outstanding Existing JCHC
Notes be tendered for exchange in the Exchange Offer and (2) no
material adverse effect occurring.

In addition, (x) any issuance of New Secured Notes in connection
with the Plan would be further conditioned upon compliance with a
New Secured Notes Priority Leverage Ratio (as defined below) as of
the effective date of the Plan not exceeding 4.50 to 1.00 on a pro
forma basis giving effect to (i) the transactions contemplated by
the Plan and (ii) payment of all fees and expenses incurred by the
Company in connection therewith and (y) any issuance of New Secured
Notes in connection with the Amended Offers would be further
conditioned upon compliance with a New Secured Notes Priority
Leverage Ratio not exceeding 4.50 to 1.00 on a pro forma basis
giving effect to (i) the Amended Offers and (ii) payment of all
fees and expenses incurred by the Company in connection therewith.

The "New Secured Notes Priority Leverage Ratio" means the ratio of:
(i)(a) the aggregate principal amount of the New Secured Notes
(which amount will exclude the Commitment Fee) plus all
indebtedness of JCHC and its restricted subsidiaries secured by
liens senior in priority to the New Secured Notes less (b)
unrestricted cash and cash equivalents of JCHC and its restricted
subsidiaries; to (ii) the lower of (a) $86 million and (b) JCHC's
then current internal pro forma Adjusted EBITDA forecast for the
four full consecutive fiscal quarters commencing immediately
following the date the New Secured Notes are to be issued.  In
addition, Solus would receive a number of warrants to purchase
shares of Class B common stock (the "Solus Warrants") equal to
27.5% of the outstanding equity of JCEI, on a fully diluted basis
after giving effect to the consummation of the Amended Offers, at
an exercise price of $0.01 per share.  Assuming 100% participation
in the Amended Offers, entities affiliated with Solus would receive
850,751 Solus Warrants.

The Solus Warrants issuable pursuant to the Amended Offers and
Consent Solicitations will have the same terms as the warrants
issued pursuant to the Amended Offers.  The Solus Warrants issuable
in connection with funding the Amended Offers or the restructuring
transaction under the Plan, as applicable, will have substantially
the same terms as the warrants issued pursuant to the Plan, or the
warrants issued pursuant to the Amended Offers, as applicable,
except the warrants issued pursuant to the Plan will be issued
pursuant to the exemption provided by section 1145 of the
Bankruptcy Code, and therefore will be freely tradable without
registration under the Securities Act.

The New Secured Notes Indenture will contain certain covenants,
including covenants which, subject to certain exceptions, will
limit the ability of JCHC and its restricted subsidiaries (as
defined in the New Secured Notes Indenture) to incur additional
indebtedness, engage in certain asset sales, make certain types of
restricted payments, engage in transactions with affiliates and
create liens on assets of JCHC or the guarantors.

The New Secured Notes would be guaranteed on a full and
unconditional basis by all of JCHC's domestic subsidiaries.  The
New Secured Notes would also be secured by substantially all of the
assets of JCHC and its domestic subsidiaries, including the
outstanding equity of JCHC's domestic subsidiaries and 65% of the
outstanding equity of the JCHC's first tier foreign subsidiaries,
with such lien being a first priority lien on all such assets other
than the Company's accounts receivable, inventory, trucks,
trailers, tractors and other substantially similar mobile equipment
and other substantially similar vehicles used in the transportation
of automobiles, wherever located, certain other related assets and,
in each case, the proceeds thereof, which secure, on a first
priority basis, the Company's credit facilities with Wells Fargo
Capital Finance, LLC ("Wells Fargo"), MSD JC Investments, LLC
("MSD") and Solus.

The Company refers to the collateral that would secure the New
Secured Notes as the "notes collateral" and the collateral securing
our credit facilities as the "ABL collateral." It is expected that
concurrently with the completion of the Amended Offers and the
Consent Solicitations and the issuance of the New Secured Notes,
the notes collateral securing the Existing JCHC Notes will be
released. The New Secured Notes will be secured on a subordinated
basis with respect to the ABL collateral securing JCHC's revolving
credit facility, the MSD Term Loan and the Solus Term Loan.

Solus can be reached at:

         Solus Alternative Asset Management LP
         410 Park Avenue
         New York, NY 10022
         Attention: Tom Higbie & Jon Zinman
         E-mail: thigbie@soluslp.com
                 jzinman@soluslp.com

Solus' attorneys:

         Samantha Good, P.C., Esq.
         Brian Ford, Esq.
         KIRKLAND & ELLIS LLP
         555 California Street
         San Francisco, CA 94104
         E-mail: Samantha.good@kirkland.com
                 bford@kirkland.com

                     About Jack Cooper

Jack Cooper Holdings Corp. is a specialty transportation and other
logistics provider and the largest over-the-road finished vehicle
logistics company in North America.  The Company provides premium
asset-heavy and asset-light based solutions to the global new and
previously owned vehicle markets, specializing in finished vehicle
transportation and other logistics services for major automotive
original equipment manufacturers and for fleet ownership companies,
remarketers, dealers and auctions.  The Company is a certified
Woman-Owned Business Enterprise by the Woman's Business Enterprise
Council.  The Company does not expect the consummation of the
Amended Offers to impact its certification by the WBENC.

Jack Cooper reported a net loss of $33.27 million on $667.84
million of operating revenues for the year ended Dec. 31, 2016,
compared to a net loss of $69.91 million on $728.58 million of
operating revenues for the year ended Dec. 31, 2015.  

As of March 31, 2017, Jack Cooper had $284.81 million in total
assets, $642.18 million in total liabilities and a total
stockholders' deficit of $357.37 million.


JOON INSTRUMENTAL: Barred From Using Wells Fargo Cash Collateral
----------------------------------------------------------------
U.S. Bankruptcy Judge August B. Landis for the District of Nevada
entered an order denying Joon Instrumental Music Corp.'s motion for
authority to use cash collateral and prohibiting the Debtor from
using, selling and/or otherwise leasing any cash collateral.

Judge Landis denied the Debtor's Motion because the Debtor has
failed to meet its burden under 11 U.S.C Sec.363(p)(1).  He
determined that the Debtor has no equity in the cash collateral and
inventory.  On the other hand, Wells Fargo Commercial Distribution
Finance, LLC, has established that it has a valid, first priority
security interest in cash collateral and in the Debtor's
inventory.

Judge Landis also found that the Debtor's obligations to Wells
Fargo are undersecured, and the Debtor has not offered adequate
protection to Wells Fargo.

                About Joon Instrumental Music Corp.

Based in Las Vegas, Nevada, Joon Instrumental is a piano store
offering a full line of name-brand digital pianos, like Yamaha,
Kurzweil, Roland, Casio, Kawai, Nord, and more.  The Company is
also the authorized dealer for many brands of band and orchestra
instruments, including: Armstrong, Avanti, Bach, Benge, C.G. Conn,
Emerson, King, Galway Spirit Flutes, Glaesel, Henri, Selmer Paris,
Holton, Leblanc, Ludwig, Musser, Noblet, Prelude, Scherl & Roth,
Selmer, William Lewis & Son, Vito and Yanagisawa.

Joon Instrumental Music Corp., based in Las Vegas, Nevada, filed a
Chapter 11 petition (Bankr. D. Nev. Case No. 17-12705) on May 21,
2017.  Duck Rim, president, signed the petition.

The Debtor estimated $50,000 to $100,000 in assets and $1 million
to $10 million in liabilities.

The Hon. August B. Landis presides over the case.

Bryan Naddafi, Esq., at Olympia Law, P.C., serves as bankruptcy
counsel.


KATY INDUSTRIES: Gabelli Funds et al Hold 18.23% Stake as of June 9
-------------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Gabelli Funds, GAMCO, Teton Advisors and MJG Associates
disclosed that as of June 9, 2017, they beneficially own an
aggregate of 1,449,830 shares of Katy Industries, Inc.,
representing 18.23% of the 7,951,176 shares outstanding as reported
in the Issuer's most recent Form 10-Q for the quarterly period
ended Sept. 30, 2016.

The Reporting Persons beneficially own those Securities as
follows:

                                  Shares of    % of Class
                                   Common       of Common
  Name                             Stock          Stock
  ----                            ---------    ----------
Gabelli Funds                      610,000        7.67%
GAMCO Asset Management Inc.        564,080        7.09%
Teton Advisors, Inc.               260,000        3.27%
MJG Associates, Inc.                15,750        0.20%

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

                     https://is.gd/tFqD7v

                     About Kay Industries

Katy Industries, Inc. -- http://www.katyindustries.com/-- a   
publicly traded Delaware corporation, is a manufacturer, importer,
and distributor of commercial cleaning and consumer storage
products as well as a contract manufacturer of structural foam
products.  It distributes its products across  the United States
and Canada.  It is best known for such brands as Continental,
Huskee, Color Guard, Wilen, Muscle Mop, Contico, Tuffbin, and
SilverWolf, among many others.  The Company operates three
manufacturing facilities located in Jefferson City, Missouri,
Tiffin, Ohio, and Fort Wayne, Indiana, with its corporate
headquarters located in St. Louis, Missouri.   

Katy Industries, Inc., and its affiliates filed voluntary
petitions for relief under the Bankruptcy Code (Bankr. D. Del. Case
No. 17-11101) on May 14, 2017.  Katy Industries disclosed assets at
$821,321 and liabilities at $58,421,346.

The petitions were signed by Lawrence R. Perkins of
SierraConstellation Partners LLC, who serves as the Debtors' chief
restructuring officer.

The Debtors tapped Stuart M. Brown, Esq., at DLA Piper LLP (US) as
counsel.  Lincoln Partners Advisors LLC serves as their investment
banker.


KEELER'S MEDICAL: Seeks Cash Access for At Least 30 Days
--------------------------------------------------------
Keeler's Medical Supply, Inc., asks the U.S. Bankruptcy Court for
the Eastern District of Washington to consider and approve its
emergency use of cash collateral pursuant to a budget.

The Debtor does not own any real property.  The building located at
2001 West Lincoln Avenue in Yakima, Washington is owned by Vetsch
Investments, LLC, which is leased to the Debtor on a monthly basis
for $7,500.

The Debtor is in immediate need of the use of cash collateral in
order to protect, preserve and liquidate its assets as well as pay
its employees.  The Debtor's payroll is paid every two weeks and
each payroll is $15,000 plus applicable taxes.

The Budget provides for monthly operating expenses of $60,000 --
half of which constitutes payroll, including payroll for work that
was performed with the two weeks prior to the filing of the
bankruptcy petition.  The other significant expenses are for
insurance, utilities, billing software, building lease, vehicle
leases and vehicle fuel.

The Debtor believes that the Internal Revenue Service has a first
priority lien against its accounts and accounts receivable pursuant
to one or more Notices of Federal Tax Lien.  The Debtor also
believes that the amount of the IRS liens exceeds the value of all
of the Debtor's accounts and accounts receivable.

Given the size of the Debtor's tax debts together with the current
Medicare/Medicaid reimbursement rates, the Debtor claims that it is
unlikely that its Chapter 11 proceeding will result in a plan of
reorganization, but instead a controlled plan of liquidation is
more likely.  However, the Debtor asserts that an immediate
shutdown or putting its business in the hands of a Chapter 7
Trustee would have a significant adverse effects for the Debtor's
patients, especially oxygen patients who rely on the Debtor to
deliver oxygen regularly.

Currently, the Debtor intends to continue operation only so long as
is required in order to safely transition their existing clients to
other providers and develop an orderly plan of liquidation which
will maximize the value of the Debtor's existing assets.
Accordingly, the Debtor believes that at least 30 days of cash
collateral usage in accordance with the Budget will be required in
order to allow the Debtor to transition patients and develop a
liquidation plan.

The Debtor is also in the process of exploring the possibility that
Vetsch Investments may agree to liquidate certain real property and
allow the Debtor to utilize some of the proceeds in order to fund a
plan of liquidation.  These discussions are ongoing and Vetsch
Investments has not currently committed to any such sale.

The Debtor believes that its limited use of cash collateral in
order to transition its clients and prepare a plan for an orderly
liquidation will protect the IRS and other creditors by maximizing
the value of the Debtor's assets.  In addition, the Debtor believes
that it will continue to generate accounts receivable during the
period it continues operating.

The Debtor proposes to grant any party holding a valid, perfected,
unavoidable, prepetition security interest against the cash
collateral utilized by the Debtor, a replacement lien and security
interest in the Debtor's post-petition accounts and receivables, in
order to protect such parties against any diminution in value of
the creditor's interest in cash collateral.

A full-text copy of the Debtor's Motion, dated June 15, 2017, is
available at https://is.gd/g6iAlN


                 About Keeler's Medical Supply

Keeler's Medical Supply, Inc., is a Washington corporation engaged
in the business of selling and leasing medical supplies and
equipment as well as providing services related to such medical
supplies and equipment. Keeler's headquarters and principal plase
of business are located at 2001 West Lincoln Avenue in Yakima,
Washington.  Keeler's was formed in 1971.

The common stock of Keeler's is owned as follows: (a) 91.35% by the
Estate of Sharon Vetsch; (b) 6.51% by Charles E. Vetsch, Jr. (the
President and Chief Executive of Keeler's); and (c)  2.14% by
Clinton T. Vetsch.  

Keeler's Medical Supply filed a Chapter 11 petition (Bankr. E.D.
Wash. Case No. 17-01849) on June 15, 2017, estimating assets of up
to $50,000 and liabilities of $1 million to $10 million.  The
petition was signed by Charles Vetsch, president.

The Debtor is is represented by:

          Roger W. Bailey, Esq.
          Joshua J. Busey, Esq.
          Bailey & Busey PLLC
          411 N. 2nd Street
          Yakima, Washington 98901
          Tel: (509) 248-4282
          Fax: (509) 575-5661
          E-mail: roger.bailey.attorney@gmail.com
                  joshua.busey.attorney@gmail.com


KENNEDY WILSON: Moody's Affirms B2 Sr. Unsec. Ratings Amid Merger
-----------------------------------------------------------------
Moody's Investors Service affirmed the B2 senior unsecured rating
for Kennedy Wilson, Inc., following the announcement that Kennedy
Wilson would acquire all the outstanding shares of Kennedy Wilson
Europe Real Estate plc (KWE), an unrated entity. In the same rating
action, the outlook was revised to positive from stable. Kennedy
Wilson, Inc. is a wholly-owned subsidiary of Kennedy-Wilson
Holdings, Inc., which is not rated by Moody's.

The following ratings were affirmed:

Kennedy Wilson, Inc. -- LT Corporate Family and Senior Unsecured
Ratings at B2

RATINGS RATIONALE

Kennedy Wilson's announcement to acquire KWE for approximately $1.4
billion is credit positive. The combined entity will have a
meaningfully larger asset base, leading the company to reduce its
geographical concentration, specifically, its Western U.S. exposure
will decline to 42% from 67%. The acquisition will also enhance
Kennedy Wilson's product mix to include office, multifamily,
retail, hotel and industrial properties. Moreover, the positive
outlook reflects credit metrics improvement. Specifically, Net
Debt/EBITDA during the first full-year of operation as a combined
entity is expected to be less than 8.0x, compared to Kennedy
Wilson's Net Debt/EBITDA of 10.8x at year-end 2016. The transaction
will give Kennedy Wilson a larger earning base from an expanded
investment capacity. The positive outlook also reflects Moody's
expectation that the transaction will close successfully during the
fourth quarter of 2017.

The transaction provides KWE's shareholders an option of electing
to receive either all stock or a combination of approximately 52%
in stock and 48% in cash and a special dividend from KWE. Following
the merger, the shareholders of KWE and Kennedy Wilson are expected
to own approximately 24% and 76%, respectively, of the combined
company assuming all KWE's shareholders elect to receive a
combination of stock and cash.

Should the merger close, positive ratings movement would be
predicated upon continued strength of the combined entity's
operating results and leverage, as measured by reductions in key
ratios including effective leverage closer to 65%, net debt /
EBITDA at or below 8.0x on a consistent basis and fixed charge
coverage, adjusted for noncash sales and investment gains above
2.5x. Given the potential for a significant cash outlay for the
acquisition, a key component to a rating upgrade would also be
predicated on Kennedy Wilson's ability to rebuild its cash position
either through asset sales or an increase in its lines of credit
borrowing capacity. Moody's also expects a strong liquidity
position with unencumbered assets near 30% on a consistent basis.

If the acquisition does not close as expected, downward ratings
pressure would emerge from sustained weakness in Kennedy Wilson's
future quarterly earnings or any liquidity challenges, including a
significant reduction in borrowing capacity, whether due to
revolver utilization and/or an increase in secured debt levels.
Significant increase in leverage would also place negative pressure
on the ratings.

Kennedy-Wilson Holding, Inc. (NYSE: KW) is a global real estate
investment company, which focuses on multifamily and commercial
properties located in the Western U.S., U.K., Ireland, Spain, Italy
and Japan. It owns, operates, and invests in real estate on its own
and through its investment management platform. To complement its
investment business, Kennedy Wilson also provides real estate
services primarily to financial services clients with $17 billion
in assets under management.

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


LA CASA DE LA RAZA: Creditor MLG Opposes Sale of Property
---------------------------------------------------------
MLG Leasing, Inc., creditor of La Casa de la Raza, Inc., filed with
the U.S. Bankruptcy Court for the Central District of California
its objection to the Debtor's sale of partial interest in real
property to Edward St. George.

A hearing on the Motion is set for June 28, 2017 at 10:00 a.m.

MLG said that a more accurate description, based upon the proposed
sale agreement and other documents, would have included mention of
the transfer of the remaining 50% to a new corporation, thereby
resulting in a transfer of ownership of the entire property.  While
the new corporation would be partially owned by the Debtor, the
agreements, including a 99-year lease to St. George, result in
surrender of control of the property, and limit the Debtor's
interest to a partial ownership but with management and control in
St. George or any successor.

St. George can make a call for additional capital investment and if
La Casa does not have funds to meet the call, additional members
can be added.  That appears to dilute the La Casa ownership.  The
assets of the Debtor are subject to the dedication to charitable
purposes required by its Articles of Incorporation and the proposed
transfer results in ownership in a for-profit corporation not
controlled by the Debtor.

When the Debtor proposed a Plan which was denied on Feb. 15, 2017,
MLG alerted the Court and the Debtor in a filing dated Feb. 2, 2017
of the need to comply with California Corporation Code 5913 which
requires written notice to the Attorney General no less than 20
days before it sells, leases, conveys, exchanges, transfers or
otherwise disposes of all or substantially all of its assets.
There is no evidence of compliance with that Code in the filing by
the Debtor.

The Notice of Motion to Sell a Partial Interest includes an
inaccurate listing of the current liabilities of the Debtor.  It
omits the current property tax owed to the County of Santa Barbara
based upon the currently posted amounts due on the County of Santa
Barbara Tax Assessor website which makes available as public
information the amount due.  As of a few days ago, the amount
exceeded $42,000.

The Motion lists Luis Villegas and Elizabeth Gail Currans as
Unsecured Claims instead of Unsecured Insider Claims.  In addition
to information provided to the Court in Doc 175 filed on June 9,
2017, Schedule L of the Debtor's 2015 Federal Tax Return signed in
August 2016 by the then President lists Villegas as a Board Member.
Also Page 14 of 27 of the Monthly Financial Report filed by Debtor
on Jan. 16, 2017 which lists Currans and Villegas under "Loans from
Officers, Directors."  Mr. Villegas is owed $23,500.

The filing dated Feb. 2, 2017 provided to the Court a copy of
pertinent portions of the Articles of Incorporation and By-Laws of
Debtor which limit the ability of the Board of Directors to dispose
of property.  This limitation is particularly true when many of the
members of the Board of Directors are creditors expecting to be
paid from the sale of the property.  According to the Articles and
By-laws, the property is currently subject to a dedication to
charitable purposes.  The Debtor has understated the amount owed to
the Secured Creditor.  The updated Claim 3 includes the interest
expense incurred after the filing of the Petition on Feb. 23, 2017;
not May 5, 2016 as stated on Page 2, line 7 of Doc 185 filed by
Debtor.

The updated claim is $717,641 as of the middle of June 2017.  The
Debtor has indicated in the past, as it did in its litigation
against Fidelity Mortgage Lenders, Inc., that it is not aware of
the amounts due under the Note.  As is evidenced by documents
previously filed, the Debtor acknowledged that the amounts set
forth by Fidelity Mortgage were accurate after review by the
President, the Board and its independent counsel, Matthew Clarke.
The Debtor has tried to avoid dealing with the actual amounts due
in order to attempt to justify paying less than the amount required
to avoid relief from stay.  The Debtor has attempted to argue that
its payments which started in October 2016 satisfy that
requirement.  The creditor's interest in the real estate as of the
filing date of the petition is the amount set forth in the Notice
of Motion ($576,075 at page 4 line 14).  The monthly payments do
not meet the requirement of the Code.

Counsel for MLG Leasing:

          Tony Fischer, Esq.
          2208 Anacapa Street
          Santa Barbara, CA 93105
          Telephone: (805) 563-6784
          Facsimile: (805) 456-3881
          E-mail: fischlaw@gmail.com

                    About La Casa de la Raza

Headquartered in Santa Barbara, California, La Casa de la Raza,
Inc., filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 16-10331) on Feb. 23, 2016, estimating its assets
at between $1 million and $10 million and its liabilities at
between $500,000 and $1 million.  The petition was signed by
Marisela Marquez, chief executive.

Matthew M Clarke, Esq., at Christman Kelley & Clarke PC serves as
the Debtor's bankruptcy counsel.


LAURENTIAN BANK: S&P Assigns 'BB+' Rating on C$350MM Sub. Debt
--------------------------------------------------------------
S&P Global Ratings said it assigned its 'BB+' rating to Laurentian
Bank of Canada's (LBC) C$350 million nonviability contingent
capital subordinated debt issue.  The issuer credit rating on LBC
is BBB/Negative/A-2.

The rating reflects S&P's analysis of the proposed instrument in
accordance with its criteria for hybrid and other capital
instruments, and S&P's assessment of LBC's 'bbb' stand-alone credit
profile (SACP).

The 'BB+' issue rating stands two notches below LBC's SACP,
incorporating:

   -- A deduction of one notch, the minimum downward notching from

      the SACP under S&P's criteria for subordinated debt,
      reflecting contractual subordination; and

   -- A deduction of an additional notch to reflect that this
      subordinated debt issue features a contingent conversion
      trigger.  Should a trigger event occur (as defined by the
      Office of the Office of the Superintendent of Financial
      Institutions' guideline for Capital Adequacy Requirements,
      Chapter 2), the subordinated debt outstanding will
      automatically and immediately be converted, without the
      holder's consent, into a number of fully paid and freely
      tradable common shares of the bank, determined in accordance

      with a conversion formula.

These constitute trigger events:

   -- The superintendent publicly announces that the bank has been

      advised, in writing, that the superintendent is of the
      opinion that the bank has ceased, or is about to cease, to
      be viable and that, after the conversion or write-off, as
      applicable, of the notes and all other contingent
      instruments issued by the bank and taking into account any
      other factors or circumstances that are considered relevant
      or appropriate, it is reasonably likely that the viability
      of the bank will be restored or maintained; or

   -- A federal or provincial government in Canada publicly
      announces that the bank has accepted or agreed to accept a
      capital injection, or equivalent support, from the federal
      government or any provincial government of political
      subdivision or agent or agency thereof without which the
      bank would have been determined by the superintendent to be
      non-viable.

Because, in the event that this instrument were to be converted to
common equity, S&P would expect this instrument's conversion to
occur at or near the point of the bank's nonviability, S&P views
this mechanism as a nonviability trigger, and consider that this
subordinated debt issue would be capable of absorbing losses only
on a nonviability basis.  S&P therefore assess the subordinated
debt's equity content as "minimal."

RATINGS LIST

Laurentian Bank of Canada
Issuer credit rating              BBB/Negative/A-2

Ratings Assigned
C$350 million subordinated debt   BB+


LIGHTNING DOCK: No Barrier to Retain Modrall as Special Counsel
---------------------------------------------------------------
Judge David T. Thuma of the U.S. Bankruptcy Court for the District
of New Mexico has concluded that no conflicts of interest preclude
Modrall, Sperling, Roehl, Harris & Sisk P.A.'s employment as
special counsel to represent Lightning Dock Geothermal HI-01, LLC,
aka Lightning Dock Geothermal No. 1 HI-01, LLC and Los Lobos
Renewable Power, LLC, for the limited scope the Debtors' propose.

The Debtors operate a geothermal power plant near Animas, New
Mexico. Prepetition, the Kaishan Entities sold the
electricity-generating equipment which the Debtors use in the
geothermal plant. Thereafter, the Kaishan Entities purchased from
CITIC Securities Company Limited its position in about $20 million
of secured note obligations owed by Debtors. The Kaishan Entities
are by far the biggest secured and unsecured creditors in the
Debtors' jointly administered cases.

After the Debtors filed their chapter 11 petitions, by an order
entered May 2, 2017, the Court authorized Debtors to borrow up to
$33,500,000 from Cyrq Energy, Inc. (the Debtors' corporate parent)
The Debtors intend to use the debtor-in-possession financing to
operate in Chapter 11 and to "repower" the geothermal plant by
replacing the Kaishan equipment with more conventional generating
equipment manufactured by Turboden S.P.A., an affiliate of
Mitsubishi Heavy Industries.

Subsequently, Lightning Dock filed a plan of reorganization on
April 25, 2017. Under the plan, Cyrq Energy would receive all of
the Reorganized Debtor's equity, in satisfaction of Cyrq Energy's
pre-petition and DIP loan claims. The plan also provides the
Kaishan Entities' allowed claims would be paid in full.

Prepetition, Modrall represented Debtors and/or Cyrq Energy in the
following matters:

     (A) AmeriCulture v. Cyrq Energy, Inc., Raser Power Systems,
LLC, Los Lobos Renewable Power, LLC, Lightning Dock Geothermal
HI-01, LLC, and David Ramirez, New Mexico State Court, No.
D-623-CV-2015-00037;

     (B) AmeriCulture v. Oil Conservation Commission, New Mexico
State Court, No. D-101-CV-2015-02731 (Debtors are not currently a
party, but may be joined as defendants in the future);

     (C) Los Lobos Renewable Power, LLC, et al. v. AmeriCulture,
Inc. et al, United States Court of Appeals for the Tenth Circuit,
No. 16-2046; and

     (D) Rosette, Inc. v. Lightning Dock Geothermal Hi-01, LLC, New
Mexico State Court, No. D-623-CV-2016.

Now, the Debtors seek to retain Modrall, Sperling, Roehl, Harris &
Sisk P.A. as Special Counsel to provide services as set out in the
Proposed Scope of Services. In the Original Application, the
Debtors sought permission to employ Modrall to, inter alia,
"[p]rovide corporate or transactional legal services within the
context of the Chapter 11 Cases."

In the Supplement to Application, Modrall clarified that its
representation would be limited to: "[T]he Pending Litigation...,
water rights, operations and development of Debtor's geothermal
resources in Hidalgo County, New Mexico, administrative
proceedings, other litigation, including claims objections, that
may arise, litigation and/or claims objections involving entities
referred to as the Kaishan Group and others involved in those
transactions, and other aspects of the bankruptcy proceeding that
relate to the aforementioned..."

At the June 5, 2017, preliminary hearing, Modrall's representative
(Paul Fish) confirmed that the firm's duties would be limited to
the Proposed Scope of Services, which excludes general bankruptcy
advice or services. Mr. Fish stated that Modrall did not work on
Debtors' plan or disclosure statement, apart from reviewing certain
claim reservation language to ensure that the reorganized debtors
would pursue certain causes of action.

Although the Debtors may ask Modrall to file and litigate certain
claim objections, but Modrall would not be permitted to investigate
and object to claims generally, Walker & Associates would still
continue to represent Debtors in "conducting the case," which
includes "those matters which form part a part of the
administration of the case under the Code, e.g., ..., assisting in
the formulation of a plan and assisting the trustee in carrying out
the required investigations."

Zhejiang Kaishan Holding Croup Co. Ltd, Zhejiang Tongrong Energy
Service Co. Ltd, and Zhejiang Kaishan Compressor Co., Ltd. objected
to the application, arguing that Modrall's representation of Cyrq
Energy disqualifies Modrall from acting as Debtors' special counsel
in the matters proposed.

The Court overruled Kaishan's argument that Modrall's
representation of Cyrq Energy's creates a disqualifying conflict.
The Court found that there is no pretense that Cyrq Energy, which
owes the Debtors, is an unrelated third party, and there also is no
question that Cryq Energy and the Kaishan Entities (like Debtors
and the Kaishan Entities) are adverse.

As counsel for Debtors within the Proposed Scope of Services,
Modrall would not represent "any interest adverse to the debtor,"
nor would Modrall's proposed simultaneous representation of Cyrq
Energy and the Debtors violate state law rules of professional
conduct. Under these circumstances, the Court found that Modrall
does not have a disqualifying conflict because it represents Cyrq
Energy.

In their supplement, the Kaishan Entities argue for the first time
that a subordination agreement which Cyrq Energy signed
pre-petition creates a disqualifying conflict of interest. The
Court has reviewed the subordination agreement, and finds that the
subordination agreement creates no disqualifying conflicts at this
time. If at some later date the potential conflict ripens into
actual, serious conflict, the Court may revisit the issue.

A full-text copy of the Judge Thuma's June 8, 2017 Opinion is
available at https://is.gd/0BX5Im from Leagle.com.

Lightning Dock Geothermal HI-01, LLC, a Delaware limited liability
company, Debtor, represented by Paul M. Fish, Samuel I. Roybal,
Walker & Associates, P.C. & Thomas D. Walker, Walker & Associates,
P.C..

United States Trustee, U.S. Trustee, represented by Ronald
Andazola, Assistant US Trustee & Alice Nystel Page, Office of U.S.
Trustee.

                   About Lightning Dock

Lightning Dock owns and operates the first and only utility scale
geothermal energy plant in New Mexico, known as the Dale Burgett
Geothermal Plant.  The Plant is located in the Animas Valley of
southwest New Mexico, approximately 20 miles southwest of
Lordsburg, New Mexico.  Commissioned in December 2013, the Plant
currently has the capacity to generate up to 4 MW electrical
energy, which it sells to Public Service Company of New Mexico
under a long-term power purchase agreement.

Los Lobos is a holding company whose sole purpose is to hold 100%
of the membership interests in Lightning Dock.  Non-debtor Raser
Power Systems, LLC is a holding company whose sole purpose is to
own 100% of the membership interest in Los Lobos.  Non-Debtor Cyrq
Energy owns 100% of the membership interests in Raser Power.

Lightning Dock Geothermal HI-01, LLC aka Lightning Dock Geothermal
No. 1 HI-01, LLC and its affiliate Los Lobos Renewable Power, LLC
filed separate Chapter 11 petition (Bankr. D.N.M. Case Nos.
17-10567 and 17-10568, respectively), on March 14, 2017. The
petitions were signed by Nicholas Goodman, chief executive
officer.

The case is assigned to Judge David T. Thuma.

The Debtors are represented by Samuel I. Roybal, Esq. and Thomas D
Walker, Esq. at Walker & Associates, P.C. The Debtors retained RPA
Advisor, LLC as their financial advisor.

At the time of filing, the Debtors had estimated assets and
liabilities as follows:

                                           Estimated   Estimated
                                            Assets    Liabilities
                                           ---------  -----------
Lightning Dock Geothermal                  $10M-$50M    $1M-$10M
Los Lobos Renewable                          $0-$50K   $10M-$50M


LILY ROBOTICS: Mota, LR Are Winning Bidders in Auction
------------------------------------------------------
Lily Robotics, Inc., is seeking approval from the U.S. Bankruptcy
Court for the District of Delaware of a sale to Mota Group, Inc.
for $300,000 and to LR Acquisition, LLC, for $450,000, of assets
described in each of their proposed asset purchase agreement.

On March 13, 2017, the Debtor filed a motion seeking approval of
bid procedures in connection with the sale of substantially all of
the Debtor's assets.

On April 28, 2017, the Court entered the order approving sale
procedures in connection with sale of substantially all assets.

The auction was held on June 7, 2017 and closed on June 9, 2017.

At the conclusion of the Auction, and in good faith consultation
with the Consultation Parties, the Debtor selected Mota Group and
LR Acquisition as the successful bidders.

The Mota APA and LR Acquisition APA are not in final form and
remain subject to continuing negotiation and review by the Debtor,
Mota Group, LR Acquisition, and the Consultation Parties.

A copy of the Proposed Order and proposed APAs attached to the
Notice is available for free at:

       http://bankrupt.com/misc/Lily_Robotics_320_Sales.pdf

Mota Group, Inc., can be reached at:

          MOTA GROUP, INC.
          P.O. Box 1116
          Campbell, CA 90059
          Attn: Michael Faro
          Facsimile: (408) 378-7629
          E-mail: mfaro@mota.com

Mota Group, Inc., is represented by:

          SULLIVAN & WORCESTER LLP
          One Post Office Square
          Boston, MA 02109
          Attn: Amy A. Zuccarello
          Facsimile: (617) 338-2880
          E-mail: azuccarello@sandw.com

LR Acquisition, LLC, can be reached at:

          LR ACQUISITION, LLC
          601 West 26th St, Ste 1762
          New York, NY 10001
          Attn: David Hazan
          E-mail: dhazan@ahaventuresllc.com

LR Acquisition, LLC, is represented by:

          Edward E. Neiger, Esq.
          Jennifer A. Christian, Esq.
          ASK LLP
          151 W. 46th St., 4th Floor
          New York, NY 10036
          E-mail: eneiger@askllp.com
                  jchristian@askllp.com

                      About Lily Robotics

Based in Atherton, California, Lily Robotics, Inc., is the
developer of the Lily Camera, a throw-and-shoot camera that
captures pictures and videos from the skies.  Its camera flies and
uses GPS and computer vision to follow user's adventure activities.
Lily Robotics sells its products internationally through its Web
site at https://www.lily.camera/

Lily Robotics filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 17-10426) on Feb. 27, 2017, listing $32.99 million in
total assets and $37.53 million in total liabilities as of Dec. 31,
2016.  The petition was signed by Spencer L. Wells, director.

Judge Kevin J. Carey presides over the case.

Robert J. Dehney, Esq., Andrew R. Remming, Esq., and Marcy J.
McLaughlin, Esq., at Morris, Nichols, Arsht & Tunnell LLP; Laura
Metzger, Esq., and Jennifer Asher, Esq., and Douglas S. Mintz,
Esq., at Orrick Herrington & Sutcliffe LLP serve as the Debtor's
bankruptcy counsel.  Prime Clerk LLC is the Debtor's claims and
noticing agent.

On March 22, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee hired
Lowenstein Sandler LLP as its lead counsel, and Richards, Layton &
Finger, P.A., as its Delaware and conflicts counsel.

No trustee or examiner has been appointed in the case.


LIVIER FULLERTON: Taps Villeda Law Group as Legal Counsel
---------------------------------------------------------
Livier Fullerton 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 Villeda Law Group to, among other
things, give legal advice regarding its duties under the Bankruptcy
Code, review and negotiate claims of creditors, and assist in the
preparation of a plan of reorganization.

Antonio Villeda, Esq., and Christopher Cheatham, Esq., the
attorneys designated to represent the Debtor, will charge $375 per
hour and $250 per hour, respectively.  The hourly rate for Evelyn
Hury, legal assistant, is $65.

Meanwhile, the firm will charge $150 per hour for the services of
its paralegals, and $50 for all other staff.

Villeda Law Group received a retainer in the amount of $7,000.

Mr. Villeda disclosed in a court filing that he is a "disinterested
person" as defined in section 101(14) of the Bankruptcy Code.

Villeda Law Group can be reached through:

     Antonio Villeda, Esq.
     Christopher Cheatham, Esq.
     Villeda Law Group
     6316 North 10 th Street, Bldg. B
     McAllen, TX 78504
     Tel: (956) 631-9100
     Fax: (956) 631-9146
     Email: avilleda@mybusinesslawyer.com
     Email: ccheatham@mybusinesslawyer.com

                     About Livier Fullerton

Livier Fullerton sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 17-70208) on June 5,
2017, listing under $1 million in both assets and liabilities.


LODGE HOLDINGS: Unsecureds to be Paid in Full Over 5 Years
----------------------------------------------------------
General unsecured creditors will be paid in full under a plan
proposed by Lodge Holdings Co. and its affiliates to exit Chapter
11 protection.

The restructuring plan proposes to pay Class 7 general unsecured
creditors 100% of their allowed claims.  However, payments will be
made first to holders of secured and priority claims during the
first five years of the plan.  

Beginning in year 6 (2022) through year 10 (2027), Lodge Holdings
will pay general unsecured creditors $45,335.14 per month, with no
interest.   Class 7 creditors assert $2,720,108.22 in claims.

Payments under the plan will be funded by the continued operations
of the Lodge restaurants.  The average monthly net profit from
operation of the restaurants is expected to be $105,471.62,
according to Lodge Holdings' disclosure statement filed on June 8
with the U.S. Bankruptcy Court for the Western District of
Washington.

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

                  About Lodge Holdings Company

Lodge Holdings Company, Mukilteo Lodge, LLC, Kirkland Lodge, LLC,
Stadium Lodge, LLC, Downtown Lodge, LLC, Mill Creek Lodge, LLC, and
Greenwood Lodge, LLC filed Chapter 11 petitions (Bankr. W.D. Wash.
Lead Case No. 16-15814) on Nov. 18, 2016.  The petitions were
signed by Shawn Roten, president.  

Lodge Holdings disclosed $1.06 million in total assets and $5.73
million in total liabilities.

Judge Timothy W. Dore presides over the cases.  The Debtors are
represented by Larry B. Feinstein, Esq., at Vortman & Feinstein.


LOUISIANA CRANE: 10% Recovery for Unsecureds in Latest Plan
-----------------------------------------------------------
Louisiana Crane & Construction LLC disclosed that the guaranteed
recovery for general unsecured creditors under its latest Chapter
11 plan of reorganization is 10%.

The original plan filed on March 8 estimated that Class 17 general
unsecured creditors would recover 20% of the total amount of their
claims.  

According to the company's disclosure statement filed on June 6
with the U.S. Bankruptcy Court for the Western District of
Louisiana, it is believed the excess payment will return an
additional 7%.  Moreover, it is assumed the unsecured claims total
$15 million.

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

                      About Louisiana Crane

Headquartered in Eunice, Louisiana, Louisiana Crane & Construction,
LLC, fka Louisiana Crane Company, LLC, filed for Chapter 11
bankruptcy protection (Bankr. W.D. La. Case No. 16-50876) on June
27, 2016, estimating its assets at up to $50,000 and its
liabilities at between $10 million and $50 million.  The petition
was signed by Douglas D. Marcantel, chief financial officer.

Judge Robert Summerhays presides over the case.

Michael A. Crawford, Esq., and Barry W. Miller, Esq., at Heller,
Draper, Patrick, Horn & Dabney, LLC, serve as the Debtor's
bankruptcy counsel.

On July 22, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.   Patrick S. Garrity,
Esq., at Steffes, Vingiello & McKenzie, L.L.C., in Baton Rouge,
Louisiana, serves as the Committee's counsel.

On March 8, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.


LTD MANAGEMENT: Has Interim Approval to Use Cash Until July 12
--------------------------------------------------------------
Judge Bruce A. Harwood of the U.S. Bankruptcy Court for the
District of New Hampshire authorized LTD Management, Inc. to use
cash collateral on an interim basis until the final hearing.

The final hearing on the Debtor's Motion is scheduled for July 12,
2017 at 11:00 a.m.  Any party in interest objecting to the
continued use of the cash collateral must serve and file written
objections, no later than July 5.

Judge Harwood determined that the use of cash collateral is
necessary, essential, and appropriate and is in the best interest
of and will benefit the Debtor, its creditors, and its estate as
its implementation will provide the Debtor with the necessary
liquidity (i) to minimize disruption to the Debtor's business and
on-going operations, (ii) preserve and maximize the value of
Debtor's estate for the benefit of the Debtor's creditors, and
(iii) avoid immediate and irreparable harm to the Debtor, its
tenants, and its assets.

The Debtor owed TD Bank, N.A. approximately $80,000, as of the
Petition Date, secured by a first priority security interest and
lien granted by the Debtor upon all of the assets of the Debtor,
including without limitation, the Debtor's cash collateral.
Accordingly, the Debtor is directed to pay $1,000 monthly to TD
Bank.

TD Bank has not objected to the use of the cash collateral for the
use period as indicated on the Budget.

A full-text copy of the Order, dated June 13, 2017, is available at
https://is.gd/S4fzIV

The Debtor is represented by:

          Cheryl C. Deshaies, Esq.
          Deshaies Law
          24 Front Street, Suite 111
          P.O. Box 648
          Exeter, NH 03833
          Phone: (603) 580-1416
          E-mail: cdeshaies@deshaieslaw.com

                      About LTD Management

LTD Management, Inc., filed a Chapter 11 petition (Bankr. D.N.H.
Case No. 17-10684) on May 10, 2017.  Lisa D'Aoust, director and
president, signed the petition.  At the time of filing, the Debtor
estimated assets and liabilities between $100,000 and $500,000

Cheryl C. Deshaies, Esq. at Deshaies Law, serve as counsel to the
Debtor.

No trustee or examiner has been appointed in the Debtor's case and
no official statutory committee has yet been appointed or
designated by the U.S. Trustee.


LUVIS AMBULANCE: Hearing on Plan Confirmation Moved to Aug. 18
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico moved the
hearing on the Chapter 11 plan of reorganization for Luvis
Ambulance Services Inc. to August 18.

The hearing will be held at 9:30 a.m., at the Jose V. Toledo
Federal Building and U.S. Courthouse, Courtroom No. 1, Second
Floor, 300 Recinto Sur, San Juan, Puerto Rico.

The court will also consider at the hearing the final approval of
the company's disclosure statement.

The restructuring plan proposes to set aside $18,000 to pay general
unsecured creditors or 70% of their claims allowed by the court.

              About Luvis Ambulance Services Inc.

Luvis Ambulance Services Inc. filed a Chapter 11 bankruptcy
petition (Bankr. D.P.R. Case No. 16-06244) on Aug. 5, 2016.  Judge
Enrique S. Lamoutte Inclan presides over the case.

The Batista Law Group, P.S.C. represents the Debtor as bankruptcy
counsel.  The Debtor hired Manuel Feliciano Rios as its financial
consultant.

On Feb. 16, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.


MEMPHIS LOUIE: Overton Square Opposes Approval of Exit Plan
-----------------------------------------------------------
Overton Square South LLC, a creditor of Memphis Louie LLC, has
opposed the proposed treatment of its unsecured claim under the
company's Chapter 11 plan of reorganization.

"The creditor objects to the proposed plan of reorganization and
the treatment as set forth in the Class IV unsecured promissory
note claims of the creditor and any statement or determination that
the balances of the promissory notes shall be de-accelerated,"
Bruce Feldbaum, Esq., said in a filing with the
U.S. Bankruptcy Court for the Western District of Tennessee.

Mr. Feldbaum, Overton Square's legal counsel, also criticized the
company for not disclosing certain information, including its
failure to make rental payments under its lease agreement with
Overton.

Mr. Feldbaum's address is:

     Bruce L. Feldbaum, Esq.
     Law Offices of Gordon, Feldbaum & Cantora
     22 N. Front Street, Suite 1055
     Memphis, TN 38103
     Phone: 901-525-5744
     Fax: 901-526-3711
     Email: blfmem@aol.com

                       About Memphis Louie

Memphis Louie, LLC, is a Tennessee limited liability company which
owns and operates Bar Louie restaurant franchise at 2125 Madison
Avenue, Memphis, Tennessee.  The debtor's sole member is Eville
Louie, LLC, an Indiana limited liability company.  The sole member
of Eville Louie, LLC is Beverly Oswald.

Memphis Louie, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
W.D. Tenn. Case No. 17-21092) on Feb. 3, 2017, disclosing under $1
million in both assets and liabilities.  

The Debtor is represented by Michael P. Coury, Esq.

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


METROTEK ELECTRICAL: Plan Outline Okayed, Plan Hearing on July 18
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey will
consider approval of the Chapter 11 plan of reorganization for
Metrotek Electrical Services Company at a hearing on July 18.

The hearing will be held at 2:00 p.m., at Courtroom 3, 402 East
State Street, Trenton, New Jersey.

The court will also consider at the hearing the final approval of
the company's disclosure statement, which it conditionally approved
on June 8.

Creditors are required to file their objections and cast their
votes accepting or rejecting the plan no later than seven days
before the hearing.

                          About MetroTek

MetroTek Electrical Services Company filed a chapter 11 petition
(Bankr. D.N.J. Case No. 16-25628) on August 15, 2016.  The petition
was signed by Reiner Jaeckle, chief operating officer. The Debtor
disclosed $641,184 in assets and $2.56 million in liabilities.

The case is assigned to Judge Christine Gravelle.  The Debtor is
represented by Allen I. Gorski, Esq., at Gorski & Knowlton PC.

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

On June 7, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.


MINDEN AIR: Exit Plan to Pay Unsecured Creditors in 2 Years
-----------------------------------------------------------
Minden Air Corp. on June 8 filed with the U.S. Bankruptcy Court for
the District of Nevada its proposed plan to exit Chapter 11
protection.

Under the restructuring plan, creditors holding Class 6 general
unsecured claims will be paid, without interest, within two years
following the effective date of the plan.

The plan will be funded by the sale of Minden's aircraft or
aircraft parts.  The company believes the value of its assets far
exceeds its debts and can generate sufficient sales proceeds to pay
all creditors, according to its disclosure statement, which
explains the proposed plan.

A copy of the disclosure statement is available for free at
https://is.gd/1vDsZ4

                     About Minden Air Corp.

Minden Air Corp. operates an aircraft repair, refurbishing and
reconfiguration company.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Nev. Case No. 16-51033) on August 18, 2016.  The
petition was signed by Leonard K. Parker, president.  At the time
of the filing, the Debtor disclosed $5.07 million in assets and
$883,504 in liabilities.

Judge Bruce T. Beesley presides over the case.  The Law Offices of
Alan R. Smith represents the Debtor as legal counsel.


NAKED BRAND: Incurs $3.2 Million Net Loss in First Quarter
----------------------------------------------------------
Naked Brand Group Inc. reported a net loss of US$3.18 million on
US$455,200 of net sales for the first quarter ended April 30, 2017,
compared to a net loss of US$2.54 million on US$447,600 of net
sales for the three months ended April 30, 2016.  For the first
quarter of fiscal 2018, net sales increased by 1.7% to US$0.46
million, compared to US$0.45 million for the first quarter of
fiscal 2017.  Increases in sales to third party eCommerce sites, as
well as to specialty and retail accounts, during the first quarter
were substantially offset by a decrease in sales to department
store accounts.

Gross margin was 22.2% for the first quarter of fiscal 2018,
compared to 31.2% for the same period of fiscal 2017.  The decrease
was primarily due to the write off of excess raw materials, as well
as a shift in sales to off-price channels in the first quarter of
fiscal 2018.  In first quarter of fiscal 2017, gross margin
benefitted from the reversal of an inventory allowance as a result
of the over accrual of allowances in the prior year end.

As of April 30, 2017, Naked Brand had US$6.81 million in total
assets, US$1.03 million in total liabilities and US$5.77 million in
total stockholders' equity.  Total cash and cash equivalents at
April 30, 2017, were US$4.0 million compared to US$2.9 million at
April 30, 2016.  The Company ended the first quarter of fiscal 2018
with US$2.4 million of inventory on hand compared to US$1.8 million
for the same period of fiscal 2017.  The increase was the result of
the procurement of additional women's inventory in connection with
the launch of additional women's products during fiscal 2017.

               Event Subsequent to the First Quarter

As previously disclosed in its Current Report on Form 8-K filed
with the SEC on May 25, 2017, the Company announced that it has
entered into an Agreement and Plan of Reorganization with Bendon
Limited, pursuant to which Naked's shareholders will, upon the
closing of the merger, receive approximately 7% of the outstanding
ordinary shares of the combined company on a fully diluted basis,
subject to adjustment as provided in the Merger Agreement. Pursuant
to the Merger Agreement, Naked and Bendon, respectively, will
become wholly owned subsidiaries of Bendon Group Holdings Limited,
a newly formed Australian holding company, and the shareholders of
Bendon and the stockholders of Naked, respectively, will become the
shareholders of Holdco.

The Merger Agreement, which has been approved by the board of
directors of both Naked and Bendon, is subject to approval by
Naked's stockholders and other customary closing conditions and
regulatory approvals, including the filing and effectiveness of a
registration statement with the Securities and Exchange Commission
and the listing of Holdco's ordinary shares on Nasdaq or the NYSE
and is expected to be completed by the end of October 2017.

           Select Financial Results for Bendon Limited

Bendon's selected financial results below were prepared in
accordance with International Financial Reporting Standards and are
based upon Bendon's audited financial statements for the periods,
which are the most recently available financial statements of
Bendon.  Those selected financial results are provided for
informational purposes only and are subject to a number of
uncertainties and assumptions and do not purport to represent what
Bendon's actual performance currently is and do not purport to
indicate the results of operations as of any future date or for any
future period.

Net sales for the period ended June 30, 2016, increased 8.7% to
$105.7 million, compared to $97.1 million in the prior year period,
driven by improved selling conditions across all channels.

Gross profit for the period ended June 30, 2016, increased 12.7% to
$47.1 million, or 44.6% of sales, compared to $41.8 million, or 43%
of sales, in the prior year period, driven by enhanced margins
across all channels due to improved product sourcing, retail
pricing and foreign currency benefits.

Net loss for the period ended June 30, 2016, increased by $6.2
million to $16.3 million, mainly as a result of a $4.2 million
write off of prior year tax losses and one time deferred tax
adjustments.   

A full-text copy of the press release is available at:

                       https://is.gd/iJ58Sn

                         About Naked Brand

Naked Brand Group Inc. designs, manufactures, and sells men's
innerwear and lounge apparel products in the United States and
Canada.  It offers various innerwear products, including trunks,
briefs, boxer briefs, undershirts, T-shirts, and lounge pants
under the Naked brand, as well as under the NKD sub-brand for men.
The Company sells its products to consumers and retailers through
wholesale relationships and direct-to-consumer channel, which
consists of an online e-commerce store, thenakedshop.com.  Naked
Brand Group Inc. is based in New York.

Naked Brand reported a net loss of US$10.79 million for the year
ended Jan. 31, 2017, compared with a net loss of US$19.06 million
for the year ended Jan. 31, 2016.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Jan. 31, 2017, stating that the Company incurred a net loss of
$10,798,503 for the year ended Jan. 31, 2017, and the Company
expects to incur further losses in the development of its business.
This condition raises substantial doubt about the Company's
ability to continue as a going concern.


NEOVASC INC: Tiara Technology Featured in TVT 2017 Presentation
---------------------------------------------------------------
Neovasc Inc. announced its Tiara technology, developed to treat
severe Mitral Regurgitation (MR), is being featured in a video
recorded procedure presented at the 10th Annual Transcatheter Valve
Therapies (TVT) Conference.  TVT was held from June 14th - 17th,
2017 in Chicago, Illinois.

The video recording was presented by Dr. Shmuel Banai, director of
Interventional Cardiology in the Cardiology Department at the Tel
Aviv Medical Center and Neovasc's Medical Director.  

The case presented was completed in Lugano, Switzerland, where a
35mm Tiara transcatheter mitral valve was successfully implanted in
a 79-year-old male with a complex cardiovascular history, which
included ischemic cardiomyopathy, poor left ventricular function,
calcified mitral ring, with severe mitral valve regurgitation,
chronic atrial fibrillation, previous mechanical aortic surgical
valve placement, CABG, aortic aneurysm, and a biventricular
pacemaker and defibrillator implantation.  The Tiara implantation
was successfully completed in 30 minutes.  Implantation of the
Tiara valve resulted in the complete resolution of the patient's
MR.  At 7-week follow up the patient is at home and is doing well.
Of note, prior to the Tiara procedure, several alternative
treatments were considered, including MitraClip, redo surgery and
other implantable devices currently under investigation, however
due to the anatomical challenges and poor cardiac function of this
patient and the presence of a mechanical aortic valve, they were
not considered to be viable options.

"This case highlights two critical aspects of the Tiara.  One, it
clearly demonstrates the Tiara's medical role in very damaged and
sick heart that simply are not candidates for conventional surgery,
a patient pool that is unfortunately already large and growing,"
said Alexei Marko, CEO of Neovasc.  "Two, the audience witnessed
the elegant simplicity of this implantation procedure. Combined,
these two themes underscore the Tiara's potential for the medical
community and patients suffering from mitral regurgitation."   

The Tiara has now been used to treat 30 patients under early
feasibility, compassionate use and clinical study protocols across
North America and Europe.  Results using the device continue to be
encouraging with good technical success, and positive patient
outcomes.  One of the first patients treated with the Tiara is now
over three years post implant.  The Company has begun enrolling
patients into its European CE Mark trial, with an initial case
performed in Italy and additional cases anticipated in Germany and
Italy over the coming months.  Implantation is completed through a
short trans-apical procedure and typically results in complete
resolution of the patient's MR without significant residual leaks
or obstruction of the ventricular outflow tract.

                       About Neovasc Inc.

Neovasc is a specialty medical device company that develops,
manufactures and markets products for the rapidly growing
cardiovascular marketplace.  Its products include the Neovasc
Reducer, for the treatment of refractory angina which is not
currently available in the United States and has been available in
Europe since 2015 and the Tiara, for the transcatheter treatment of
mitral valve disease, which is currently under investigation in the
United States, Canada and Europe.  The Company also sells a line of
advanced biological tissue products that are used as key components
in third-party medical products including transcatheter heart
valves.  For more information, visit: www.neovasc.com.

Neovasc reported a net loss of US$86.49 million for the year ended
Dec. 31, 2016, following a net loss of US$26.73 million for the
year ended Dec. 31, 2015.  As of Dec. 31, 2016, Neovasc had
US$98.81 million in total assets, US$114.27 million in total
liabilities and a US$15.46 million otal deficit.

Grant Thornton LLP, in Vancouver, Canada, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, emphazing that the Company was named in a
litigation and that the court awarded $112 million in damages
against it.  This condition, along with other matters, indicate the
existence of a material uncertainty that may cast significant doubt
about the Company's ability to continue as a going concern, the
auditors said.


NEOVASC INC: Will Appeal German Court's Ruling on Tiara Rights
--------------------------------------------------------------
Neovasc Inc. reported that the District Court in Munich, Germany
has partially found in favour of Edwards Lifesciences Corporation
(formerly CardiAQ Valve Technologies Inc.), in its case against
Neovasc.  In this case, CardiAQ had claimed ownership rights to one
of Neovasc's European patent applications for its Tiara mitral
valve replacement technology.  The German court found CardiAQ had
contributed in part to the invention of the Tiara and awarded to
CardiAQ co-entitlement rights to the disputed Tiara European patent
application.  There are no monetary awards associated with this
matter.  Neovasc intends to appeal this decision.

In a related matter, Neovasc is currently appealing the 2016
decision from the U.S District Court for the District of
Massachusetts which among other things granted co-inventorship
rights to CardiAQ on one of Neovasc's granted U.S. patent
applications.  This appeal is now before the United States Court of
Appeals for the Federal Circuit in Washington D.C.  An expedited
appeal schedule has been set with all the briefings from both
parties now submitted.  The Company expects oral argument on its
appeal in August 2017 and a ruling is expected to follow, prior to
the end of 2017.

Pending the outcome of the U.S. Court of Appeals, Neovasc, in
consultation with its European and North American legal advisors,
will vigorously defend its position that the case in Germany is
without merit and will explore all options regarding the appellate
process.

                      About Neovasc Inc.

Neovasc Inc. (CVE:NVC) -- http://www.neovasc.com/-- is a Canadian
specialty medical device company that develops, manufactures and
markets products for the rapidly growing cardiovascular
marketplace.  Its products in development include the Tiara, for
the transcatheter treatment of mitral valve disease and the Neovasc
Reducer for the treatment of refractory angina.  The Company also
sells a line of advanced biological tissue products that are used
as key components in third-party medical products including
transcatheter heart valves.

Neovasc reported a net loss of US$86.49 million for the year ended
Dec. 31, 2016, following a net loss of US$26.73 million for the
year ended Dec. 31, 2015.  As of Dec. 31, 2016, Neovasc had
US$98.81 million in total assets, US$114.27 million in total
liabilities and a US$15.46 million otal deficit.

Grant Thornton LLP, in Vancouver, Canada, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, emphazing that the Company was named in a
litigation and that the court awarded $112 million in damages
against it.  This condition, along with other matters, indicate the
existence of a material uncertainty that may cast significant doubt
about the Company's ability to continue as a going concern, the
auditors said.


NORTH AMERICAN: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: North American Group, Inc.
           dba Successor in merger with North American Information

               Services, Inc.
           fdba North American Information Services, Inc.
        14524 Riverside Drive
        Fort Myers, FL 33905

Business Description: North American Group is a business
                      management consultant in the Fort Myers
                      Shores, Florida.

Chapter 11 Petition Date: June 16, 2017

Case No.: 17-05271

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

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

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Matthew Franklin Klein, vice president
of operations.

The Debtor did not file a list of its 20 largest unsecured
creditors together with the bankruptcy petition.

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

          http://bankrupt.com/misc/flmb17-05271.pdf


NOVATION COMPANIES: Court Confirms 2nd Amended Reorg Plan
---------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court issued
an order confirming Novation Companies' Second Amended Joint
Chapter 11 Plan of Reorganization. As previously reported, "On the
Effective Date, the disputes between the Debtors and the
Noteholders shall be compromised and fully settled and the terms of
the Amended Senior Notes and the Refinancing Documents, and the
Noteholders shall receive: (a) a lump sum payment to the Indenture
Trustee in an amount equal to accrued and unpaid interest on
account of such Noteholder Claims in the amount of approximately
$5,800,000 so long as the Effective Date shall occur on or before
July 31, 2017; thereafter interest shall accrue and be payable to
the Noteholders at the Full Rate as defined and set forth in the
Indentures; (b) the Amended Senior Notes in principal amounts equal
to the existing principal amounts under the Indentures, which shall
accrue non-default interest at LIBOR + 350 basis points (as LIBOR
is determined under the Amended Senior Notes), have a maturity date
of March 20, 2033, and be secured with first priority liens
covering all assets of the Debtors and all Subsidiary Guarantors
whether existing now or at any future date, excluding (x) accounts
receivable and (y) inventory of any existing and future operating
businesses of the Company or any Subsidiary Guarantor (including
but not limited to HCS); and (c) $500,000 in the aggregate on
account of reimbursement of outstanding fees and expenses of the
Noteholders' respective counsel through the Effective Date, payable
to the respective Noteholders counsel directly."

                   About Novation Companies

Headquartered in Kansas City, Missouri, Novation Companies, Inc.
(otcqb: NOVC) -- http://www.novationcompanies.com/-- is in the    

process of implementing its strategy to acquire operating
businesses or making other investments that generate taxable
earnings.

Prior to 2008, Novation originated, purchased, securitized, sold,
invested in and serviced residential nonconforming mortgage loans
and mortgage securities.  At the height of its business, the
Company originated more than $11 billion annually in mortgage
loans.  After ceasing lending operations and completed a sale of
its servicing portfolio amidst the housing collapse in 2007, the
Company has been engaged in the business of acquiring various
businesses.

Novation Companies and certain of its subsidiaries filed voluntary
petitions for chapter 11 business reorganization in Baltimore,
Maryland (Bankr. D. Md. Lead Case No. 16-19745) on July 20, 2016.

In its petition, NCI disclosed assets of $33 million and
liabilities of $91 million.

The cases are assigned to Judge David E. Rice.

The Debtors hired the law firms of Shapiro Sher Guinot & Sandler,
P.A., and Olshan Wolosky LLP as bankruptcy counsel.  The Debtors
also hired Orrick, Herrington & Sutcliffe LLP as special
litigation counsel; Holland & Knight LLP as Investment Company
Act compliance counsel; and Deloitte Tax LLP as tax service
provider.

On Aug. 1, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee has
hired Hunton & Williams LLP, as counsel; Alvarez & Marsal
Valuation Services, LLC, as valuation expert; and Tactical
Financial Consulting, LLC as expert advisor.


OASIS OUTSOURCING: S&P Affirms 'B' CCR on Acquisition and Dividend
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on West
Palm Beach, Fla.-based Oasis Outsourcing Holdings Inc.  The outlook
is stable.

At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the company's first-lien $325 million term loan
due 2023 and $60 million revolving facility due 2022.  The '3'
recovery rating indicates S&P's expectation for meaningful recovery
(50%-70%; rounded estimate: 50%) in a default scenario.

S&P also assigned its 'CCC+' issue-level rating and '6' recovery
rating to the company's proposed $85 million second-lien term loan
due 2024.  The '6' recovery rating indicates S&P's expectation for
negligible recovery (0%-10%; rounded estimate: 0%) in a default
scenario.

Pro forma for the transaction, S&P projects $410 million of
reported debt outstanding for the company.

"The corporate credit rating affirmation reflects our view that
Oasis will successfully integrate the acquisition and reduce
leverage to below 7x at year-end 2017 and to the low-6x area by
year-end 2018," said S&P Global Ratings credit analyst Suyun Qu.
Pro forma for the transaction, leverage increases to slightly above
7x for the 12 months ended March 31, 2017, up from 6.2x at year end
2016.  S&P forecasts Oasis will continue to generate healthy free
operating cash flow of $20 million–$30 million annually.  S&P
believes the company will focus their excess cash flow towards
growth and acquisitions instead of material debt reduction.
Deleveraging will come from higher EBITDA.  S&P expects its margins
to improve to mid- to high-teens area and increase slightly going
forward as the company benefit from a higher pool of quality
worksite employees and realizes operating cost synergies from its
recent acquisitions.  Oasis has a good track record of integrating
acquisitions and achieves margin expansion as result of scale.

The stable outlook reflects S&P's expectation that Oasis' will
maintain strong client retention rates and improving margin
profiles.  S&P also expects the company to integrate the planned
acquisition successfully with minimal client and operational
disruptions due to its track record of successful integrations,
such that leverage will improve to below 7x in the next 12 month.
S&P's stable outlook also incorporates its belief that the company
will continue to be acquisitive and will sustain leverage in the
6x–7x range over the next two years.

S&P would lower the ratings if the company issues dividends or
funds acquisitions with debt such that its debt-to-EBITDA
approaches 7.5x.  S&P could also lower its ratings if the company's
operational performance does not improve with planned synergies and
operational efficiencies; or if it deteriorates as a result of an
unexpected economic downturn increasing client attrition, or higher
workers' compensation claims such that debt-to-EBITDA approaches
7.5x.  S&P estimates EBITDA will need to decline 10% for that to
occur.

Given the company's acquisitive nature, high debt levels, and
financial sponsor ownership, it is unlikely S&P would consider an
upgrade in the next year.  Longer term, S&P would consider an
upgrade if the company improves credit metrics, perhaps from a less
aggressive financial policy, such that it sustains debt-to-EBITDA
below 5x.  S&P believes for such an event to occur the financial
sponsor would need to reduce its ownership to below 40%.


OCWEN FINANCIAL: Fitch Affirms B- Long-term IDR; Outlook Negative
-----------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Ocwen Financial
Corporation (Ocwen) and its wholly owned, primary operating
subsidiary, Ocwen Loan Servicing, LLC (OLS) at 'B-'. The Rating
Watch has been removed and a Rating Outlook of Negative has been
assigned.

KEY RATING DRIVERS

IDRs AND SENIOR DEBT

The removal of the Rating Watch and the assignment of the Negative
Rating Outlook reflect Fitch's expectation that the legal and
procedural overhang resulting from actions filed by the Consumer
Financial Protection Bureau (CFPB) and the Multi-State Mortgage
Committee (MMC), on April 20, 2017, could be relatively protracted.
Ocwen is appealing the findings, which allege material weaknesses
in its servicing practices. While Fitch believes the legal
proceedings may ultimately result in some form of consumer relief
and/or payment of a monetary penalty, which could negatively impact
the firm's profitability and strategic direction, clarity on this
issue is not expected in the near term.

The rating affirmations reflect Ocwen's scale and market position
within the subprime mortgage servicing industry, sufficient
liquidity and appropriate capitalization and leverage for the
current 'B-' Long-term IDR.

Facing continued earnings pressure from portfolio runoff and
elevated costs, Ocwen expects to record a loss in 2017. While the
company has actively worked to reduce costs over the past year,
both within its servicing segment and general corporate overhead,
Fitch believes elevated compliance costs resulting from regulatory
fines and/or material restrictions on business activities will
pressure operating margins and negatively impact OCN's
profitability over the near term.

Ocwen is heavily reliant on the wholesale debt markets to fund its
operations. At March 31, 2017, the company had $1.2 billion of
match-funded advance liabilities, $738.4 million in secured
borrowings and $346.9 million in senior notes outstanding. In
December 2016, Ocwen entered into a new $335 million senior secured
term loan (SSTL), and affected a debt-for-debt exchange of $346.9
million of new 8.375% senior secured notes due 2022 for $346.9
million of existing 6.625% senior unsecured notes due 2019, which
represented 99.1% of the total balance of senior unsecured notes.
Fitch did not view the transaction as a distressed debt exchange
(DDE), because it did not result in a material reduction in terms,
compared with the original contractual terms, and it was not
conducted to avoid bankruptcy. Fitch views Ocwen's ability to
access the bank debt markets favorably, but the new corporate debt
was relatively more expensive than what was replaced which could
further weigh on Ocwen's profitability.

Ocwen recently announced a planned sale of mortgage servicing
rights (MSRs), related to $117 billion of unpaid principal balance
(UPB), to New Residential Investment Corp. (together with its
subsidiaries, NRZ), a publicly traded REIT externally managed by an
affiliate of Fortress Investment Group LLC. Under the terms of the
agreement, the MSRs will transfer to New Residential Mortgage LLC,
a wholly owned subsidiary of NRZ and move to a new subservicing
agreement with Ocwen that will have a five-year term. Ocwen will
receive an upfront payment of $425 million from NRZ in connection
with the MSR sale. Also, under the agreement, NRZ would make an
equity investment in Ocwen and become a 4.9% owner. NRZ is
currently seeking required third-party consents to affect the sale
of the MSR portfolio, of which the transfer of MSRs are expected to
begin in 2Q17. Fitch believes that the agreement provides near-term
liquidity, mitigates uncertainty regarding the potential transfer
of the MSRs based on servicer rating termination triggers and
allows Ocwen to continue to perform key activities and to receive
ongoing fee income in its subservicing role.

As of March 31, 2017, Ocwen had balance sheet cash of $268.3
million and generated annualized cash flow from operations of
$342.7 million. With the additional $425 million generated from the
sale of MSRs to NRZ, Fitch believes Ocwen has sufficient liquidity
to make required principal payments on its SSTL and repay corporate
debt obligations, the earliest of which is expected to mature in
2019 when the remaining $3.1 million balance outstanding under the
senior unsecured notes comes due. The other corporate debt
maturities include $330.8 million due under the SSTL in 2020 and
$346.9 million under the senior secured note in 2022. Given Ocwen's
current strategic priorities with respect to liquidity, Fitch does
not anticipate the use of cash for share repurchases in the
near-term.

Fitch believes Ocwen's leverage is appropriate for the current
ratings, but leverage has increased over the last several years, as
net losses have eroded retained earnings. Leverage, as measured by
total debt to tangible equity, amounted to 4.59x on a standalone
basis and 5.81x on a consolidated basis, as of March 31, 2017.
Fitch calculates the consolidated leverage metric using servicing
advance financing facilities related to the rights to MSRs held by
NRZ and the debt from Altisource Portfolio Solutions S.A., which is
a closely-aligned independent company that provides technology,
servicing software, and short sale and REO management to Ocwen. To
the extent MSRs legally transfer to NRZ, following the recently
announced sale, the servicing advance liabilities would be
deconsolidated from Fitch's leverage calculations, which could
reduce Ocwen's consolidated balance sheet leverage. Fitch would
view the resulting decline in balance sheet leverage favorably.

OLS' ratings reflect its status as a wholly owned subsidiary of
Ocwen. Ocwen's and OLS' Long-Term IDRs are aligned because of the
unconditional guarantee provided by Ocwen and its guarantor
subsidiaries.

The 'B-/RR4' rating assigned to OLS' SSTL is equalized with the
Long-Term IDRs assigned to Ocwen and OLS, given average (i.e. 31%
to 50%) recovery prospects to debt holders in a stressed scenario,
based on available collateral coverage for the SSTL. The term loan
holders benefit from a first-priority security interest in selected
unencumbered assets of Ocwen and a pledge of capital stock of its
guarantor subsidiaries.

The 'CCC/RR5' rating assigned to OLS' senior secured note reflects
below average (i.e. 11% to 30%) recovery prospects to debt holders
in a stressed scenario. The noteholders have a second-priority,
junior interest in the same assets that secure the SSTL, pursuant
to an inter-creditor agreement.

The 'CC/RR6' rating of Ocwen's senior unsecured notes reflects poor
recovery prospects (i.e. 0% to 10%) in a stressed scenario due to
the company's predominately secured funding profile and the modest
level of unencumbered assets available to support the unsecured
noteholders.

RATING SENSITIVITIES
IDRs AND SENIOR DEBT

Ocwen's ratings could be downgraded if regulatory settlements
result in a meaningful fine or the imposition of significant
business restrictions or required servicing and operational
enhancements that impair the firm's earnings prospects and,
therefore, its leverage profile. The termination of NRZ's planned
subservicing agreement with Ocwen could also lead to a rating
downgrade of one or more notches, given the resulting impact on the
firm's earnings prospects.

A downgrade of Ocwen's ratings could also result from sustained
strategic uncertainty, including an inability to build a
sustainable mortgage origination business or expansion into
businesses outside of Ocwen's core business, material deterioration
in financial performance resulting from a reduction in operating
cash flow generation and/or available liquidity, a sustained
increase in balance sheet leverage and/or aggressive capital
management.

Ocwen's Rating Outlook could be revised to Stable if regulatory and
legal actions do not materially and adversely impact Ocwen's
operational, governance or financial position. A revision of the
Outlook to Stable would also be conditioned on Ocwen's resolution
of pending regulatory actions, a strengthening of its financial
position, and establishment of a sustainable and competitive
business model as a mortgage lender, without incurring outsized
credit risk.

OLS' Long-term IDR is sensitive to the same factors that might
drive a change in Ocwen's Long-term IDR, due to the unconditional
guaranty provided by Ocwen and its guarantor subsidiaries.

The ratings assigned to the SSTL, senior secured notes and senior
unsecured notes are primarily sensitive to changes in OLS' and
Ocwen's Long-term IDRs, as well as changes in collateral values and
advance rates under the secured borrowing facilities, which
ultimately impact the level of available asset coverage for each
class of debt.

Ocwen is a provider of residential and small balance commercial
mortgage loan servicing and has been servicing residential mortgage
loans since 1988. As of March 31, 2017, Ocwen's residential
servicing portfolio consisted of 1.3 million loans totaling $196.4
billion in UPB.

Fitch has affirmed the following ratings:

Ocwen Financial Corporation
-- Long-term IDR at 'B-';
-- Short-term IDR at 'B';
-- Senior unsecured notes at 'CC/RR6'.

Ocwen Loan Servicing, LLC
-- Long-term IDR at 'B-';
-- Senior secured term loan at 'B-/RR4';
-- Senior secured notes at 'CCC/RR5'.

The Rating Watch Negative has been removed and a Rating Outlook of
Negative has been assigned.


OCWEN FINANCIAL: Moody's Lowers CFR to Caa1; Outlook Negative
-------------------------------------------------------------
Moody's Investors Service has downgraded Ocwen Financial
Corporation's (Ocwen) and its subsidiary Ocwen Loan Servicing,
LLC's ratings:

Ocwen Financial Corporation --

* Corporate Family Rating downgraded to Caa1 from B3; negative
outlook assigned from rating under review

* Senior Unsecured Debt downgraded to Caa2 from Caa1; negative
outlook assigned from rating under review

* Senior Secured Debt downgraded to Caa2 from Caa1; negative
outlook assigned from rating under review

Ocwen Loan Servicing, LLC --

* Senior Secured Bank Credit Facility downgraded to B3 from B2;
negative outlook assigned from rating under review

RATING RATIONALE

The rating action reflects the increased risk that the CFPB lawsuit
and cease and desist orders from 30 states could result in actions
that restrict Ocwen's activities, the levying of monetary fines or
judgments, or additional actions that negatively affect its credit
strength and cause its financial profile to further weaken.

The rating action concludes a review assigned by Moody's on 21
April 2017 following the issuance of a cease and desist orders to
the company by the North Carolina Commissioner of Banks and a
consortium of 21 state mortgage regulators on April 20, as well as
the Consumer Financial Protection Bureau's (CFPB) filing suit
against Ocwen alleging widespread servicing errors and violations
of federal consumer financial laws. Since then, nine additional
state regulators have filed cease and desist orders that seek to
prohibit activities such as acquiring new mortgage servicing rights
and originating new residential mortgages serviced by Ocwen.

On May 1, Ocwen also announced that it was working on an agreement
to convert New Residential's existing rights to MSR economics to
full mortgage servicing rights (MSRs) on approximately $117 billion
in unpaid principal, with New Residential also making a 4.9% equity
investment in Ocwen. If this transaction is completed, it would be
credit positive for Ocwen because the company will generate up to
$425 million in cash, as well as clarify and extend its
relationship with New Residential, for which it is a subservicing
partner.

Nonetheless, the negative outlook reflects the expectation that
Ocwen will continue to experience elevated legal and regulatory
costs that negatively impact its profitability, said Moody's.

Ocwen's ratings could be downgraded in the event that regulatory
action or litigation materially restricts the company's business
activities, or harms its franchise and reputation, or the company
is subject to additional regulatory or legal action resulting in
material fines or judgments.

Given the negative outlook for Ocwen, it is unlikely that the
company's ratings will be upgraded at this time. Ocwen's outlook
could return to stable if the company is able to reduce costs and
achieve sustainable profitability, without a material decline in
capital.

In addition, Moody's is correcting the rating history for the Ocwen
Loan Servicing, LLC's Senior Secured Bank Credit Facility. The B2
rating for the Bank Credit Facility should have been placed on
review for downgrade on April 21, 2017. Due to an internal
administrative error, Moody's did not place this rating on review
at that time.

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


OLYMPIA OFFICE: Disclosure Statement Hearing Set for July 12
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York is
set to hold a hearing on July 12, at 11:30 a.m., to consider
approval of the disclosure statement, which explains the Chapter 11
plan of reorganization for Olympia Office LLC and its affiliates.

Objections to the disclosure statement must be filed no later than
July 5.

Under the proposed plan, allowed Class 2 general unsecured claims
will be paid in full, without interest, no later than 18 months
after the effective date of the plan in the event that the $6
million claim of Equity Funding, LLC and its owner Centrum
Financial Services is disallowed by the court.

                      About Olympia Office

Olympia Office LLC, based in Cedarhurst, NY, filed a Chapter 11
petition (Bankr. E.D.N.Y. Case No. 16-74892) on Oct. 20, 2016.  The
petition was signed by Sung II Han, vice president.  The Hon. Alan
S Trust presides over the case.  In its petition, the Debtor
estimated $10 million to $50 million in both assets and
liabilities.

The affiliates of Olympia Office LLC:  WA Portfolio LLC; Mariners
Portfolio LLC; and Seahawk Portfolio LLC filed separate Chapter 11
bankruptcy petitions (Bankr. E.D.N.Y. Case Nos. 16-75515, 16-75516
and 16-75517, respectively) on Nov. 28, 2016.  At the time of
filing, each of the debtor-affiliates had $10 million to $50
million in estimated assets and $50 million to $100 million in
estimated liabilities.

The Debtors are represented by Jordan Pilevsky, Esq., at Lamonica
Herbst & Maniscalco LLP.  The Debtors employ Kiemle & Hagood
Company and Kidder Mathews as real estate brokers; and Demasco,
Sena & Jahelka LLP as accountant.

An official committee of unsecured creditors has not been
appointed.


ONCOBIOLOGICS INC: VP of Analytical Sciences Kogan Bao Quits
------------------------------------------------------------
Oncobiologics, Inc. said it received written notification that
Kogan Bao, Ph.D., its vice president, analytical sciences, a named
executive officer, resigned from his position effective June 16,
2017, according to a Form 8-K report filed with the Securities and
Exchange Commission.

                     About Oncobiologics

Oncobiologics, Inc., is a clinical-stage biopharmaceutical company
focused on identifying, developing, manufacturing and
commercializing complex biosimilar therapeutics.  The Cranbury, New
Jersey-based Company's current focus is on technically challenging
and commercially attractive monoclonal antibodies, or mAbs, in the
disease areas of immunology and oncology.

Oncobiologics reported a net loss of $53.32 million on $2.97
million of collaboration revenues for the year ended Sept. 30,
2016, compared to a net loss of $48.66 million on $5.21 million of
collaboration revenues for the year ended Sept. 30, 2015.

As of March 31, 2017, the Company had $17.46 million in total
assets, $44.31 million in total liabilities, and a total
stockholders' deficit of $26.85 million.

KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Sept. 30, 2016, citing that the Company has incurred
recurring losses and negative cash flows from operations since
inception and has an accumulated deficit at Sept. 30, 2016, of
$147.4 million and $4.6 million of indebtedness that is due on
demand, which raises substantial doubt about its ability to
continue as a going concern.


OPTIV INC: S&P Cuts Rating to 'B-' on Weaker Credit Metrics
-----------------------------------------------------------
S&P Global Ratings lowered its rating on Denver-based Optiv Inc. to
'B-' from 'B'.  The outlook is stable.

At the same time, S&P lowered its issue-level rating on Optiv's
senior secured first-lien term loan to 'B-' from 'B'.  The recovery
rating on the senior secured debt remains '3', indicating S&P's
expectation for meaningful (50%-70%; rounded estimate: 50%)
recovery in the event of a default.

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

"The rating reflects our view of the company's weakened credit
metrics, with current adjusted leverage in the mid-9x area as a
result of budget misses due to unexpected softness amongst its top
customers, and an accretive M&A deal that failed to close in the
first half of the year," said S&P Global Ratings' credit analyst
Minesh Shilotri.  While S&P's view of the business is unchanged and
it continues to view Optiv as a growth story, Optiv's financial
risk metrics are now projected to be in line with 'B-' peers over
the next 12 months.  The company also continues to pursue other M&A
deals, which could help improve adjusted leverage.  The company
closed on the acquisition of Comm Solutions Inc. in the first
quarter, which is projected to contribute about $8 million of
EBITDA plus synergies, and was a de-levering event.

The stable outlook reflects S&P's view that Optiv Security will
continue to benefit from its exposure to the cybersecurity end
market, grow its revenue base and generate positive free cash flow
over the next 12 months.

S&P could raise the rating on Optiv if the company successfully
closes its 2017 acquisitions, continues to grow its business and
EBITDA base, such that leverage falls below the 7x area.  While
unlikely over the next 12 months, S&P could consider an upgrade if
EBITDA increases by about $50 million from 2016 levels, or if the
company generates greater than $50 million of annual free cash
flow.

S&P could lower the rating if Optiv faces customer losses, pricing
pressures, and higher operating costs such that its free cash flow
turns negative and S&P no longer views the company's capital
structure to be sustainable.


PACIFIC DRILLING: PDOL Has Owns 18.6% of Hyperdynamics
------------------------------------------------------
Pacific Drilling S.A. and Pacific Drilling Operations Limited
disclosed in a Schedule 13G filed with the Securities and Exchange
Commission that as of June 5, 2017, they beneficially own 5,362,382
shares of common stock of Hyperdynamics Corporation representing
18.6 percent of the shares outstanding.

The amount consists of 3,307,586 shares of common stock and
warrants to purchase 2,054,796 shares of common stock beneficially
owned by Pacific Drilling Operations Limited, a wholly-owned
subsidiary of Pacific Drilling S.A.

The percentage is based on 26,775,142 outstanding shares of common
stock of Hyperdynamics Corporation as disclosed in its Amendment to
Form S-1, filed with the Securities and Exchange Commission on June
7, 2017, plus an additional 2,054,796 shares of common stock
subject to issuance upon exercise of the warrants held by PDOL.

"The securities are held by Pacific Drilling Operations Limited, a
wholly-owned subsidiary of Pacific Drilling S.A.  PDOL and PDSA may
be deemed to be a "group" for purposes of Section 13(d)(3) of the
Act.  Pursuant to Rule 13d-4 of the Act, PDOL and PDSA expressly
declare that the filing of this statement shall not be construed as
an admission that any such person is, for the purposes of Section
13(g) of the Act or otherwise, the beneficial owner of any
securities covered by this statement held by any other person.
PDOL and PDSA expressly disclaim that they have agreed to act as a
group other than as described in this statement."

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

                       https://is.gd/BeTbei

                      About Pacific Drilling

Based in Luxembourg, Pacific Drilling S.A. (NYSE:PACD) is an
international offshore drilling contractor.  The Company's
primary business is to contract its high-specification rigs,
related equipment and work crews, primarily on a day rate basis,
to drill wells for its clients.  The Company's contract
drillships operate in the deepwater regions of the United States,
Gulf of Mexico and Nigeria.

Pacific Drilling reported a net loss of $37.15 million on $769.5
million of revenues for the year ended Dec. 31, 2016, as compared
with net income of $126.2 million on $1.08 billion of revenues
for the year ended Dec. 31, 2015.

The Company's independent auditors KPMG LLP, in Houston, Texas,
expressed substantial doubt about the Company's ability to
continue as a going concern in their report on the consolidated
financial statements for the year ended Dec. 31, 2016.  KPMG
noted that the Company expects to be in violation of certain of
its financial covenants in the next 12 months.

                          *     *     *

In October 2016, Moody's Investors Service downgraded Pacific
Drilling's Corporate Family Rating to 'Caa3' from 'Caa2' and
Probability of Default Rating (PDR) to 'Caa3-PD' from 'Caa2-PD'.
"PacDrilling's ratings downgrade reflects our extremely negative
view of the offshore drilling sector with no near term signs of
improvement.  Depressed prices for the offshore drillships offers
weak asset coverage for PacDrilling's overall debt.  With no
material signs of improving contract coverage or utilization for
PacDrilling's drillships, cashflow through 2017 will be severely
impacted resulting in an unsustainable capital structure," said
Sreedhar Kona, Moody's senior analyst.

In February 2017, S&P Global Ratings affirmed its ratings on
Pacific Drilling S.A., including its 'CCC-' corporate credit
rating.  S&P subsequently withdrew all ratings on the company.


PACIFIC WEBWORKS: Trustee's Sale to Masters for $25K Approved
-------------------------------------------------------------
Judge William T. Thurman of the U.S. Bankruptcy Court for the
District of Utah authorized the sale by Gil Miller, the Liquidating
Trustee of Pacific WebWorks, Inc., of the subscription rights and
control of the Debtor's corporate structure to Dan Masters for
$25,000.

On May 19, 2017, the Court received a letter from Perry Ray Owen,
objecting to the Motion.  A hearing on the Motion was conducted on
May 25, 2017.

The objection is overruled.

The sale is free and clear of liens, claims, encumbrances, pledges,
mortgages, security interests, charges, and options.

Any and all interests the Liquidating Trust may have in any real or
personal property of the Debtor, excluding the Assets, will remain
in the Liquidating Trust for further administration under the
Confirmed Chapter 11 Plan of Liquidation.

Upon closing of the transaction contemplated in the Agreement, and
in accordance with their prior resignations from office, the
existing officers and directors of the Debtor will be deemed
removed from office.

Upon closing of the transaction contemplated in the Agreement, the
Trustee and Masters will be authorized to consummate the Right to
Subscribe for Shares, and the Trustee will be authorized to
transfer to Masters all corporate authority and control over the
Debtor held by the Liquidating Trust to the extent authorized by
state and federal law.

The Order will be effectively immediately upon entry; the 14-day
stay otherwise applicable under Fed. R. Bankr. P. 6004(h) will not
apply to the Order.

                     About Pacific WebWorks

Pacific WebWorks, Inc., previously known as Asphalt Associates,
was an application service provider and software development
company.

Pacific WebWorks sought Chapter 11 protection (Bankr. D. Utah Case
No. 16-21223) on Feb. 23, 2016, to pursue an orderly liquidation
of its assets.  It estimated assets and debt of $1 million to $10
million.

The Debtor tapped George B. Hofmann of Cohne Kinghorne as counsel.

The Debtor also engaged Rocky Mountain Advisory as an independent
contractor to provide management services, and appointed Gil
Miller as chief restructuring officer.


PARAGON OFFSHORE: Loomis Sayles Resigns From Committee
------------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, on June 14 announced
the resignation of Loomis Sayles and Co., L.P. from Paragon
Offshore plc's official committee of unsecured creditors.

The committee is now composed of:

     (1) Arosa Capital Management, L.P.
         Attn: Jonathan Feiler, Esq.
         120 West 45th Street, Suite 3700
         New York, NY 10036
         Phone: 212-218-0564
         Fax: 212-218-0560

     (2) Angelo Gordon & Co., LP
         Attn: Gavin Baiera
         245 Park Avenue
         New York, NY 10167
         Phone: 212-692-2000
         Fax: 212-876-6395

                  About Paragon Offshore

Houston, Texas-based Paragon Offshore plc (OTC: PGNPQ) --
http://www.paragonoffshore.com/-- is a global provider of offshore
drilling rigs.  Paragon is a public limited company registered in
England and Wales.

Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy petitions
(Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on
Feb. 14, 2016, after reaching a deal with lenders on a
reorganization plan that would eliminate $1.1 billion in debt.
The petitions were signed by Randall D. Stilley as authorized
representative.

Judge Christopher S. Sontchi is assigned to the cases.

The Debtors reported total assets of $2.47 billion and total debt
of $2.96 billion as of Sept. 30, 2015.

The Debtors engaged Weil, Gotshal & Manges LLP as general counsel;
Richards, Layton & Finger, P.A. as local counsel; Lazard Freres &
Co. LLC as financial advisor; Alixpartners, LLP, as restructuring
advisor; PricewaterhouseCoopers LLP as auditor and tax advisor; and
Kurtzman Carson Consultants as claims and noticing agent.

No request has been made for the appointment of a trustee or an
examiner in the cases.

On Jan. 27, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Paul, Weiss, Rifkind,
Wharton & Garrison LLP serves as main counsel to the Committee
and Young Conaway Stargatt & Taylor, LLP acts as co-counsel.  The
committee retained Ducera Partners LLC as financial advisor.

Counsel to JPMorgan Chase Bank, N.A. (a) as administrative agent
under the Senior Secured Revolving Credit Agreement, dated as of
June 17, 2014, and (b) as collateral agent under the Guaranty and
Collateral Agreement, dated as of July 18, 2014, are Sandeep
Qusba, Esq., and Kathrine A. McLendon, Esq., at Simpson Thacher &
Bartlett LLP. PJT Partners serves as its financial advisor.

Delaware counsel to JPMorgan Chase Bank, N.A. are Landis Rath &
Cobb LLP's Adam G. Landis, Esq.; Kerri K. Mumford, Esq.; and
Kimberly A. Brown, Esq.

Counsel to Cortland Capital Market Services L.L.C. as
administrative agent under the Senior Secured Term Loan
Agreement, dated as of July 18, 2014, are Arnold & Porter Kaye
Scholer LLP's Scott D. Talmadge, Esq.; Benjamin Mintz, Esq.; and
Madlyn G. Primoff, Esq.

Delaware counsel to Cortland Capital Market Services L.L.C. are
Potter Anderson & Corroon LLP's Jeremy W. Ryan, Esq.; Ryan M.
Murphy, Esq.; and D. Ryan Slaugh, Esq.

Counsel to Deutsche Bank Trust Company Americas as trustee under
the Senior Notes Indenture, dated as of July 18, 2014, for the
6.75% Senior Notes due 2022 and the 7.25% Senior Notes due 2024,
are Morgan, Lewis, & Bockius LLP's James O. Moore, Esq.; Glenn E.
Siegel, Esq.; and Joshua Dorchak, Esq.

Freshfields Bruckhaus Deringer LLP serves as legal counsel to the
Term Loan Agent and FTI Consulting, Inc. serves as its financial
advisor.

                          *     *     *

Under the Consensual Plan of Reorganization announced May 2,
2017, approximately $2.4 billion of previously existing debt will
be eliminated in exchange for a combination of cash and to-be-
issued new equity.  If confirmed, the Secured Lenders will
receive their pro rata share of $410 million in cash and 50% of
the new, to-be-issued common equity, subject to dilution.  The
Bondholders will receive $105 million in cash and an estimated
50% of the new, to-be-issued common equity, subject to dilution.
The Secured Lenders and Bondholders will each appoint three
members of a new board of directors to be constituted upon
emergence of the Company from bankruptcy and will agree on a
candidate for Chief Executive Officer who will serve as the
seventh member of the board of directors of the Company.

As a necessary component of the Consensual Plan, Paragon Offshore
filed before the High Court of Justice, Chancery Division,
Companies Court of England and Wales an application for
administration in the United Kingdom and sought an order
appointing two partners of Deloitte LLP as administrators of the
company.  The application was granted on May 23, 2017.

Neville Barry Kahn and David Philip Soden were appointed Joint
Administrators of Paragon Offshore Plc on May 23, 2017.  The
affairs, business and property of the Company are managed by the
Joint Administrators. The Joint Administrators act as agents of
the Company and contract without personal liability.


PATSCO L.P.: Sale of Pittsburgh Property for $370K Approved
-----------------------------------------------------------
Judge Carlota M. Bohn of the Bankruptcy Court for the Western
District of Pennsylvania authorized the sale by PATSCO, L.P., doing
business as PATSCO, Ltd., of its interest in real estate identified
as lot and block number 313-C-100, Streets Run Road, Lot #3,
Borough of West Mifflin, Pittsburgh, Allegheny County,
Pennsylvania, to Streets Run Storage, Inc. or assigns, for
$370,000.

A hearing on the Motion was held on June 13, 2017 at 2:30 p.m.
Objection deadline was May 19, 2017.

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

The sale delineates the purchase price as $200,000 for the real
estate and $170,000 for the business.

The sale is not subject to transfer of taxes.

At closing, the Debtor will pay these items from the total sales
price:

   a. Payoff mortgage to NexTier Bank;

   b. All delinquent and current real estate taxes, pro-rated;

   c. Maria Gillot Werner at Re/Max South, Inc. in the amount of
$22,200;

   d. $2,500 to Francis E. Corbett, as attorney fees for bringing
the sale;

   e. Any other closing items necessary to consummate the
transaction; and

   f. The net proceeds are to be held in escrow by the attorney for
the Debtor, pending further order of the Court.

Closing will occur within 30 days of the Order.

A Report of Sale is to be filed by the counsel to the Debtor within
seven days of closing, including a copy of the Settlement Sheet
from the closing.

PATSCO, L.P., filed a Chapter 11 petition (Bankr. W.D. Pa. Case
No.
15-24405) on Dec. 2, 2015, estimating under $1 million in assets
and liabilities.  The Debtor owns properties located at Streets
Run
Road, West Mifflin, and West Run Road, Homestead.  The Debtor is
represented by Francis E. Corbett, Esq., in Pittsburg,
Pennsylvania.


PAYLESS HOLDINGS: 5B Worldwide Unsecureds to Recoup 15.7%
---------------------------------------------------------
Payless Holdings LLC, et al., filed with the U.S. Bankruptcy Court
for the Eastern District of Missouri a disclosure statement dated
June 5, 2017, for the first amended joint plan of reorganization.

Under the First Amended Plan, Class 5A Other General Unsecured
Claims -- estimated at $121.8 million -- are impaired.  Holders of
this class will recover 0.8%.

Class 5B Worldwide General Unsecured Claims -- estimated at $46.6
million -- are impaired by the First Amended Plan and the holders
will recover 15.7%.

The provisions of the Plan will constitute a good-faith compromise
and settlement of all claims, equity interests, causes of action,
and controversies released, settled, compromised, discharged, or
otherwise resolved pursuant to the Plan.  The Plan will be deemed a
motion to approve the good-faith compromise and settlement of all
the claims, interests, causes of action, and controversies pursuant
to Bankruptcy Rule 9019, and the entry of the confirmation court
order will constitute the Court's approval of the compromise and
settlement under Section 1123 of the Bankruptcy Code and Bankruptcy
Rule 9019, as well as a finding by the Court that the settlement
and compromise is fair, equitable, reasonable, and in the best
interests of the Debtors and their estates.  Distributions made to
holders of allowed claims in any class are intended to be final.

Confirmation of the Plan will be deemed to constitute approval of
the new credit facilities and the new credit facilities documents
and, subject to the occurrence of the Effective Date, authorization
for the Reorganized Debtors to enter into and perform their
obligations under the New Credit Facilities Documents and other
documents as may be reasonably required or appropriate, in each
case, in accordance with the New Credit Facilities Documents.

All cash necessary for the Reorganized Debtors to make payments
required pursuant to the Plan will be funded with proceeds from the
New ABL Facility and cash on hand as of the Effective Date.
Specifically, the Debtors expect that the New ABL Facility will
provide sufficient Cash to satisfy all of the DIP ABL Claims.
Additionally, prior to the Effective Date, the Debtors may draw
under the Term DIP Facility to provide the Debtors with additional
liquidity.  The Debtors will rely on this draw under the Term DIP
Facility and cash on hand to fund other payments required in
connection with emergence.

On the Effective Date, the Reorganized Debtors will issue all
securities, notes, instruments, certificates, and other documents
required to be issued pursuant to the Plan.  The issuance of the
documents is authorized without the need for any further corporate
action or without any further action by the holders of claims or
interests.  Distributions of New Equity will only be made through
broker accounts via electronic issuance and Reorganized Holdings
will not issue separate stock certificates.

A copy of the Disclosure Statement is available at:

          http://bankrupt.com/misc/moeb17-42267-978.pdf

As reported by the Troubled Company Reporter on May 10, 2017, the
Debtor filed with the Court a Chapter 11 plan of reorganization
that would reduce debt to $469 million.  If that plan were
confirmed, the companies would exit bankruptcy with approximately
40% less funded debt.  Under that plan, Payless' pre-bankruptcy
first lien lenders would receive their pro rata share of 91% of the
common equity of the reorganized company, among other things.

                      About Payless Holdings

Payless Holdings LLC and its subsidiaries sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Lead Case No.
17-42267) on April 4, 2017.  The petitions were signed by Paul J.
Jones, chief executive officer.   At the time of the filing, the
Debtors estimated their assets at $500 million to $1 billion and
liabilities at $1 billion to $10 billion.   

Payless -- http://www.payless.com/-- was founded in 1956 as an  
everyday footwear retailer.  The Company is headquartered in
Topeka, Kansas, but its operations span across Asia, the Middle
East, Latin America, Europe, and the United States.  Payless first
traded publicly in 1962, and was taken private in May 2012.
Payless Holdings, LLC currently owns, directly or indirectly, each
of its 91 subsidiaries.

As of the bankruptcy filing, Payless had more than 4,000 stores in
more than 30 countries, and employed approximately 22,000 people.
In April 2017, it sought court approval to close an initial 389
Stores. In May it sought court approval to close 408 more stores
but later reduced the list to 216 stores.

The Debtors hired Alvarez & Marsal North America LLC as
restructuring advisor; Prime Clerk LLC as claims, balloting and
administrative agent; and Osler, Hoskin & Harcourt LLP as CCAA
counsel.

On April 14, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The unsecured creditors
committee has tapped Pachulski Stang Ziehl & Jones LLP as lead
counsel to the Committee, Polsinelli PC as its local counsel, and
Province Inc. as financial advisor.  The committee has retained
Back Bay Management Corp. and its division The Michael-Shaked Group
as expert consultant.

On April 25, 2017, the Debtors filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.  The
Debtors' plan, if confirmed and implemented, would reduce their
debt to $469 million.


PBA EXECUTIVE: Latest Plan to Pay Swift Capital $7,790 Per Month
----------------------------------------------------------------
Swift Capital, a secured creditor of PBA Executive Suites LLC, will
receive a monthly payment of $7,790.67 over 15 months, according to
the company's latest Chapter 11 plan of reorganization.

The company currently owes $116,860, which includes attorneys'
fees, to Swift Capital.  This amount will be paid over 15 months in
the amount of $7,790.67 per month.

Meanwhile, PBA increased the estimated amount of unsecured claims
to $80,000 from $60,677.92.  These claims will be paid pro rata
over 60 months by sharing a payment of $1,333.33 per month,
according to the company's latest disclosure statement filed on
June 8 with the U.S. Bankruptcy Court for the Southern District of
Florida.

A copy of the first amended disclosure statement is available for
free at https://is.gd/8eqPxC

                    About PBA Executive Suites

PBA Executive Suites, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 16-26136) on Dec. 3,
2016.  The petition was signed by William Smith, chief financial
officer.  At the time of the filing, the Debtor estimated assets of
less than $1 million and liabilities of less than $500,000.

The Debtor is represented by Brian K. McMahon, Esq., at Brian K.
McMahon, P.A.  

An official committee of unsecured creditors has not yet been
appointed in the Debtor's case.

The Debtor was formed in 2014.  A few months later, it entered into
leases with Republic Western Investments, Co., LLC, which owns
properties in Boca Raton and Boynton Beach, Florida.  The leases
have been assumed by the Debtor.

The Debtor operates executive suites in Boca Raton and Boynton
Beach.  It has 210 offices of which 136 are leased at these two
locations.  At these locations, there are 118 tenants generating
$145,000 per month in income.


PETER SZANTO: Oregon Court Dismisses Suit Against IRS
-----------------------------------------------------
In his Amended Complaint, plaintiff-debtor Peter Szanto seeks
relief against the Internal Revenue Service for allegedly
improperly assessed taxes, damages resulting from that assessment,
a refund of taxes already paid, and injunctive relief.

Plaintiff has a long history of litigating against the IRS for the
assessment of taxes in multiple tax years. This particular
adversary proceeding focuses on the tax year 2007 and whether the
IRS had agreed in 2012 to settle plaintiff's 2007 tax liability for
a lesser amount than it now claims in its proof of claim. The
complaint also asserts tort claims based on the IRS's conduct in
assessing taxes for 2007, and its filing of an amended pleading in
tax court for the tax year 2009.

The United States, on behalf of the IRS, filed a motion to dismiss
the complaint.

Judge Peter C. McKittrick of the U.S. Bankruptcy Court for the
District of Oregon grants the IRS' motion as to all the individual
defendants and as to the United States as to all affirmative
claims. Plaintiff will be granted leave to replead his claims for
fraud and malicious prosecution consistent with this Memorandum
Opinion. All other claims will be dismissed with prejudice.

Plaintiff filed a chapter 111 case on August 16, 2016. The IRS
filed a proof of claim, asserting that it is owed taxes, interest,
and penalties totaling $72,406.54.

In response to the IRS's proof of claim, plaintiff filed this
adversary proceeding, asserting three claims against the IRS as the
single defendant: breach of contract, fraud, and intentional or
negligent infliction of emotional distress. When the IRS filed a
motion to dismiss, plaintiff obtained leave to file this amended
complaint.
Judge McKittrick substitutes the US as the defendant stating that
that the IRS is not subject to suit in a U.S. District Court.

In his amended complaint, plaintiff also named several individuals
whom he asserts are or were employees of the IRS. Where a suit is
against IRS employees in their official capacity, it is essentially
a suit against the United States.
Plaintiff argues that 26 U.S.C. section 7433(a) authorizes suit
against individual IRS employees. However, that statute provides
that a "taxpayer may bring a civil action for damages against the
US. . . ." It does not authorize suit against individual agents of
the IRS.

Defendant concedes that "there is no dispute that this Court has
jurisdiction to adjudicate an objection to the IRS Claim filed in
this case," but argues that this court lacks jurisdiction to hear
any complaint for relief beyond the adjudication of plaintiff's
claim objection. Defendant further argues that plaintiff's contract
claim fails to state a claim for relief. Judge McKittrick concludes
that by filing a proof of claim in this case, the US waived
sovereign immunity, but that plaintiff failed to state a claim for
relief. Accordingly, plaintiff's contract claim will be dismissed
with prejudice.

Plaintiff's remaining claims are for fraud, malicious prosecution
and intentional or negligent infliction of emotional distress. The
US argues that, despite the waiver of sovereign immunity contained
in sections 106(b) and (c), both the Federal Tort Claims Act and 26
U.S.C. section 7433 of the Internal Revenue Code provide
jurisdictional limitations barring plaintiff's claims.

Plaintiff's response that his malicious prosecution claims are
unrelated to the collection of any tax is facially incorrect and
without merit, based on the allegations of the amended complaint.
Further, plaintiff's argument regarding these claims is replete
with references to audits and assessment attempts by the IRS.
Plaintiff's claims also do not meet the statutory requirements
under the FTCA for cognizable claims.

In his request for refund, Judge McKittrick finds that plaintiff
has failed to allege facts sufficient to meet the requirements of
section 505 of the Bankruptcy Code and establish jurisdiction for
his refund claim. Accordingly, plaintiff's claim for a refund will
be dismissed.

Plaintiff's request for injunctive relief is also dismissed as
plaintiff has not alleged that he lacks alternative means to
contest the legality of a particular tax. In fact, his allegations
suggest the opposite, since he has appealed to the Tax Court in the
past.

In conclusion, Judge McKittrick rules that the plaintiff may file a
Second Amended Complaint against the US curing the deficiencies
discussed herein, which he must do within 14 days of the date of
entry of the order dismissing the claims.

Failure to meet the 14-day deadline to file an amended complaint or
failure to cure the deficiencies identified in this Memorandum
Opinion will result in a dismissal of all claims with prejudice.
Plaintiff may not add new causes of action or parties without leave
of the court or stipulation of the United States pursuant to Fed.
R. Civ. P. 15.

The adversary proceeding is Peter Szanto, Plaintiff, v. Internal
Revenue Service, Tammy Hedstrand, Vicky Hazley, Chris Wagner,
Unknown Agents 1-10, Defendants, Adv No. 16-3141-pcm (Bankr. D.
Or.).

The bankruptcy case is IN RE: Peter Szanto, Debtor, Case No.
16-33185-pcm11 (Bankr. D. Or.).

A full-text copy of of Judge McKittrick's Memorandum Opinion is
available at https://is.gd/XQgSXn from Leagle.com.

Internal Revenue Service, of the United States Department of the
Treasury, Defendant, represented by BORIS KUKSO --
boris.kukso@usdoj.gov -- DOJ-Tax.

Peter Szanto filed a Chapter 11 petition (Bankr. D. Nev. Case No.
13-51261) on June 25, 2013.


PFO GLOBAL: Court Denies Case Conversion, Orders Trustee Appt.
--------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court denied
PFO Global's motion to convert its Chapter 11 reorganization case
to a Chapter 7 liquidation and issued an order directing the
appointment of a Chapter 11 trustee.  The order states, "Ordered
that the Motion is Denied; it is further Ordered that the Office of
the United States Trustee is directed to appoint a chapter 11
trustee for the Debtors and their estates; on or before July 12,
2017, the Chapter 11 Trustee shall file a status report and plan of
action for keeping the cases in chapter 11 and the Court will
determine at the status conference whether to convert the cases to
chapter 7 or keep them in chapter 11; and that the Court will
conduct a status conference on July 13, 2017."

BankruptcyData previously reported, the Company sought conversion
on the following grounds: "The Debtors believe conversion and
continuation of the Bankruptcy Cases under Chapter 7 are in their
best interests and the best interests of their creditors. In light
of the lack of any progress in the raising of the necessary funds
for a reorganization (or debtor in possession financing) by the
UCC, the Unsecured Creditors and the Debtors and the mounting
expenses accrued by the Debtors, their creditors, and other parties
in interest, the Debtors believe an orderly liquidation proceeding
carried out according to the provisions of Chapter 7 of the
Bankruptcy Code will minimize future expenses and provide for
maximum distribution to creditors."

                         About PFO Global

PFO Global, Inc., and each of its affiliates Pro Fit Optix Holding
Company, LLC, Pro Fit Optix, Inc., PFO Technologies, LLC, PFO
Optima, LLC, and PFO MCO, LLC, filed Chapter 11 petitions (Bankr.
N.D. Tex. Lead Case No. 17-30355) on Jan. 31, 2017.  The bankruptcy
cases are pending in the Dallas Division and are being jointly
administered under Case No. 17-30355.

Rosa R. Orenstein, Esq. and Nathan M. Nichols, Esq., at Orenstein
Law Group, P.C., serve as the Debtors' bankruptcy counsel.  Haynes
and Boone, LLP, is the special corporate and securities law
counsel.  Mahesh Shetty, a certified public accountant, is the
Debtor's financial officer.

The Debtors are a consolidated group of companies that operate in
the eyewear and lenses industry worldwide.  Global owns 100% of
the equity interests in Holding.  In turn, Holding owns 100% of the
equity interests in Optix, Technologies, Optima and MCO.

In February 2017, a three-member panel was appointed as official
committee of unsecured creditors in the Debtors' case.  The
Committee retained Shraiberg, Ferrara, Landau & Page, P.A. as legal
counsel, and McCathern, PLLC as local counsel.


PRECIOUS FORMALS: Gets Court Approval of Plan to Exit Bankruptcy
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
approved the Chapter plan of reorganization for Precious Formals,
Inc. and its shareholders Javed and Ruby Ashraf.

The court on June 8 gave the thumbs-up to the restructuring plan
after finding that it satisfied the requirements for confirmation
under the Bankruptcy Code.

In the same filing, the court also gave approval to the disclosure
statement, which explains the plan.  A copy of the order is
available for free at https://is.gd/RbTmt4

                      About Precious Formals

Precious Formals, Inc., and its shareholders Javed and Ruby Ashraf
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case
Nos. 16-35417 and 16-35419) on Oct. 31, 2016.  The petition was
signed by Mr. Ashraf.

The cases are jointly administered and are assigned to Judge Jeff
Bohm.  The Law Office of Margaret M. McClure serves as the Debtors'
bankruptcy counsel.

At the time of the filing, Precious Formals estimated assets of
less than $1 million and liabilities of $1 million to $10 million.


PROFESSIONAL RESOURCE: Taps Peterson Beyenhof as Accountant
-----------------------------------------------------------
Professional Resource Network, Inc. and HomeCare Resource, LLC
filed separate applications seeking approval from the U.S.
Bankruptcy Court for the District of Minnesota to hire Peterson,
Beyenhof & Zahler, Ltd.

The firm will assist HomeCare in the preparation of its tax returns
and will be paid a flat fee of $2,000.  Meanwhile, Peterson will
provide monthly bookkeeping services to PRN for a flat fee of
$2,000 to $3,000, and will assist the company in preparing its tax
returns for a flat fee of $4,000.

Julie McGuire, a certified public accountant employed with
Peterson, disclosed in a court filing that she and her firm do not
hold any interest adverse to the Debtors and their bankruptcy
estates.

The firm can be reached through:

     Julie McGuire
     Peterson, Beyenhof & Zahler, Ltd.
     750 Boone Avenue North
     Minneapolis, MN 55427
     Tel: (763) 545-7110
     Fax: (763) 593-8363
     Email: David@pbzcpa.com

              About Professional Resource Network

Professional Resource Network, Inc. and HomeCare Resource, LLC
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Minn. Case Nos. 17-41577 and 17-41578) on May 25, 2017.  Charie
L. Devolites, chief executive officer, signed the petitions.  

Established in 2000, HomeCare Resource --
http://www.homecareresource.com/-- operated a home health care   
facility offering nursing care, physical therapy, occupational
therapy, speech pathology, home health aide and medical social
services.

At the time of the filing, Professional Resource estimated assets
of less than $50,000 and liabilities of $1 million to $10 million.
HomeCare Resource estimated assets of less than $50,000 and
liabilities of less than $100,000.

Judge Kathleen H. Sanberg presides over the cases.

The Debtors are represented by Steven B. Nosek, Esq., and Yvonne R.
Doose, Esq.


QUALITY OIL: Voluntary Chapter 11 Case Summary
----------------------------------------------
Affiliated debtors that simultaneously filed Chapter 11 petitions:

     Debtor                                     Case No.
     ------                                     --------
     Quality Oil Tools LLC                      17-33807
     2245 Texas Avenue, Suite 300
     Sugar Land, TX 77479

     QOT Holding Company LLC                    17-33808
     2245 Texas Avenue, Suite 300
     Sugar Land, TX 77479

Business Description: Quality Oil Tools --
                      http://www.qualityoiltools.com-- is
                      primarily known as a manufacturer and
                      servicer of high-quality pressure control
                      equipment such as gate valves, check valves,
                      and choke and kill manifolds used primarily
                      by contractors and operators worldwide.  The
                      Company offers a full line of 5,000 through
                      15,000-psi gate valves and various sizes and
                      pressures of hydraulically operated drilling
                      chokes with both single and dual control
                      consoles.  Quality provides repairs
                      to gate valves and chokes and maintains a
                      full line of replacement parts and high
                      quality raw materials.

                      Quality is an API 6A, API 16A and API 16C
                      certified facility with ISO 9001:2008
                      certification and ABS and ASME approved
                      welding.  Quality offers complete
                      traceability of materials and parts for
                      certification and recertification as well as
                      an in-house painting, sandblasting, and
                      stress relief plant.  In addition to API 6A,
                      API 16A and API 16C certifications, Quality
                      Oil Tools is also a registered engineering
                      firm in Texas, registration number F-15349.
                      Along with this registration Quality offers
                      a wide variety of welding engineering
                      consulting services including welding
                      procedure review, development, and project
                      execution management.

Chapter 11 Petition Date: June 18, 2017

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

Judge: Hon. Marvin Isgur

Debtors' Counsel: Joshua W. Wolfshohl, Esq.
                  PORTER HEDGES LLP
                  1000 Main, 36th Floor
                  Houston, TX 77002
                  Tel: 713-226-6000
                  Fax: 713-228-1331
                  E-mail: jwolfshohl@porterhedges.com

                                       Estimated   Estimated
                                        Assets    Liabilities
                                      ----------  -----------
Quality Oil Tools                      $1M-$10M    $10M-$50M
QOT Holding Company                     $0-$50K    $10M-$50M

The petitions were signed by John Bradley Mitchell, general manager
and CEO.

The Debtors did not file a list of their 20 largest unsecured
creditors together with the Petitions.

Full-text copies of the petitions are available for free at:

          http://bankrupt.com/misc/txsb17-33807.pdf
          http://bankrupt.com/misc/txsb17-33808.pdf


QUEST PATENT: Stockholders Elect Jon Scahill as Director
--------------------------------------------------------
Quest Patent Research Corporation amended its amended and restated
certificate of incorporation following the approval of the
amendment by the stockholders at the 2017 annual meeting of
stockholders which was held on June 15, 2017.  The amendment
increased the number of authorized shares of common stock from
1,250,000,000 shares to 10,000,000,000 shares.
  
On June 15, 2017, the Company held its 2017 annual meeting of
stockholders.  At the meeting, the stockholders voted on the
election of Jon C. Scahill as Class I director and approved an
amendment to the Company's amended and restated certificate of
incorporation which increased the number of authorized shares of
common stock to 10,000,000,000 shares.

                       About Quest Patent

Quest Patent Research Corporation is an intellectual property asset
management company.  The Company's principal operations include the
development, acquisition, licensing and enforcement of intellectual
property rights that are either owned or controlled by the Company
or one of its wholly owned subsidiaries.  The Company currently
owns, control or manage eight intellectual property portfolios,
which principally consist of patent rights. The Company's eight
intellectual property portfolios include the three portfolios which
the Company acquired in October 2015 from Intellectual Ventures
Assets 16, LLC.

Quest Patent reported a net loss of $956,092 on $1.26 million
revenues for the year ended Dec. 31, 2016, compared with a net loss
of $327,270 on $498,395 of revenue for the year ended Dec. 31,
2015.  As of March 31, 2017, Quest Patent had $2.08 million in
total assets, $3.68 million in total liabilities and a total
stockholders' deficit of $1.59 million.

MaloneBailey, LLP issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
citing that the Company has incurred a series of net losses
resulting in negative working capital as of Dec. 31, 2016.  These
conditions raise substantial doubt as to the Company's ability to
continue as a going concern.


R & A PROPERTIES: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
The Office of the U.S. Trustee on June 14 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of R & A Properties, Inc.

                  About R & A Properties Inc.

Based in Urbandale, Iowa, R & A Properties Inc. listed its business
as a single-asset real estate.  The Company has a fee simple
interest in certain properties in Des Moines.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Iowa Case No. 17-01000) on May 22, 2017.  Robert
J. Colosimo, treasurer and director, signed the petition.  At the
time of the filing, the Debtor disclosed $192,307 in assets
and $2.54 million in liabilities.

Wandro & Associates P.C. is the Debtor's bankruptcy counsel.


RATAMESS CHIROPRACTIC: Unsecureds to be Paid $1,047.81 Per Month
----------------------------------------------------------------
Ratamess Chiropractic Clinic, P.C., on June 5 filed with the U.S.
Bankruptcy Court for the District of Carolina a second amended
disclosure statement, which explains the Debtor's proposed plan to
exit Chapter 11 protection.

Class 6 Claims of General Unsecured Creditors will be impaired
under the Plan.  This class will be paid a percentage of their
allowed claims without interest after the Effective Date as set
forth in this Plan of Reorganization.  This class is deemed to be
impaired.

Class 6 will be paid $1,047.81 per month (formerly $1,230.40 per
month in original Amended Disclosure Statement).  Total debt in
this class is $62,869 (formerly $73,824 total in original Amended
Disclosure Statement).

Holders of Class 7 equity ownership will receive no monies;
however, the stock ownership if the Debtor is a corporation, by
members of this class will be retained.  If the Debtor is not a
corporation, then equity ownership will include partnership
property if the Debtor is a partnership or any interest in personal
or real property of the Debtor if the Debtor is an individual.
This class will be deemed to be impaired.

The Second Amended Disclosure Statement is available at:

           http://bankrupt.com/misc/scb16-04993-57.pdf

As reported by the Troubled Company Reporter on May 23, 2017, the
Debtor filed with the Court a revised disclosure statement, saying
that the Debtor made revisions to the previous disclosure statement
after the Court denied its bid to conditionally approve the
original version due to lack of information.  The disclosure
statement contained information regarding the reason for filing the
company's bankruptcy case and the events leading up to the filing.
The document also provided additional information regarding a
potential loan the Debtor has considered to fund the restructuring
plan.  According to the document, Ratamess has considered various
options for borrowing, and it sees as the best option a 180-month
loan in the amount of $100,000 to fund the plan.  

               About Ratamess Chiropractic Clinic

Ratamess Chiropractic Clinic, P.C. sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 16-04993) on
Sept. 30, 2016.  The petition was signed by Dr. Scott Ratamess,
owner.  At the time of the filing, the Debtor estimated assets and
liabilities of less than $500,000.

Robert H. Cooper, Esq., at The Cooper Law Firm represents the
Debtor as bankruptcy counsel.

The Office of the U.S. Trustee on November 2 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Ratamess Chiropractic Clinic,
P.C.

On March 30, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.


RAVENSTAR INVESTMENTS: Case Summary & 17 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Ravenstar Investments, LLC
        P.O. Box 7752
        Reno, NV 89510

Business Description: Ravenstar Investments owns fee simple
                      interests in eight properties located
                      in Sun Valley and Reno, Nevada, having
                      an aggregate current value of $2.64 million.
                      The Company posted gross revenue from rental
                      income of $38,960 for 2016 and gross revenue
                      from rental income of $45,210 for 2015.

Chapter 11 Petition Date: June 18, 2017

Case No.: 17-50751

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Hon. Bruce T. Beesley

Debtor's Counsel: Kevin A. Darby, Esq.
                  DARBY LAW PRACTICE, LTD.
                  4777 Caughlin Pkwy
                  Reno, NV 89519
                  Tel: (775) 322-1237
                  Fax: (775) 996-7290
                  E-mail: kad@darbylawpractice.com
                          kevin@darbylawpractice.com

Total Assets: $2.65 million

Total Liabilities: $2.59 million

The petition was signed by Ronald L. Brandon, managing member.

The Debtor's list of its 17 largest unsecured creditors is
available for free at http://bankrupt.com/misc/nvb17-50751.pdf


REIGN CORP: Hall and Company Raises Going Concern Doubt
-------------------------------------------------------
Reign Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, disclosing a net loss of
$199,142 on $250,601 of net revenues (successor) for the one month
ended December 31, 2016, compared with net loss of $632,388 on
$1.55 million of net revenues (predecessor) for the eleven months
ended November 30, 2016.

For the year ended December 31, 2015, the Company recorded a net
loss $800,582 on $3.29 million of net revenues (predecessor).

The audit report of Hall and Company in Irvine, Calif., states that
the Company (Successor and Predecessor) had an accumulated deficit
at December 31, 2016 and 2015, recurring net losses, and a working
capital deficit at December 31, 2016 and 2015, which raises
substantial doubt about its ability to continue as a going concern.


At December 31, 2016, the Company had total assets of $2.34
million, total liabilities of $3.03 million, and $691,837 in total
shareholders' deficit.

A full-text copy of the Form 10-K is available at:

                  http://bit.ly/2spiL3M

Reign Corporation ("RGNP"), formerly known as Reign Sapphire
Corporation, is a Beverly Hills-based, direct-to-consumer, branded
and custom jewelry company with 3 niche brands: Reign Sapphire:
ethically produced, direct mine-to-consumer sapphire jewelry
targeting millennials, Coordinates Collection: custom jewelry,
inscribed with location coordinates commemorating life's special
moments, and Le Bloc: classic customized jewelry.


RENT-A-CENTER INC: S&P Affirms B- CCR Amid Amended Credit Facility
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' corporate credit rating on
U.S.-based Rent-A-Center Inc.  S&P has removed all ratings from
CreditWatch, where it placed them with negative implications on
Feb. 17, 2017.  The outlook is negative.

Concurrently, S&P raised its issue-level ratings on the company's
term loan to 'B+' from 'B'.  S&P' revised the recovery rating to
'1' from '2', indicating its expectation for very high (90% - 100%;
rounded estimate: 95%) recovery for lenders in the event of a
payment default.

S&P also raised the issue-level rating on the company's unsecured
notes to 'CCC+' from 'CCC'.  S&P revised the recovery rating to '5'
from '6', indicating its expectations for modest (10%-30%; rounded
estimate: 20%) recovery for lenders in the event of a payment
default.

S&P does not rate the $350 million senior secured revolving credit
facility.

"Our negative outlook on the company reflects projected multiple
covenant breaches in the first and second quarter of 2017 and the
subsequent amendment of credit facilities," said S&P Global Ratings
credit analyst Olya Naumova.

This effectively cut the company's access to the revolving credit
facility in half and increased its pricing, all in order to take
away leverage financial maintenance covenants and maintain reduced
access to the revolving facility.

The negative outlook reflects S&P's view that performance trends
will remain challenged over the next year as RCII faces a continued
soft retail environment, with heightened competition in all product
categories it offers for rent.  S&P also sees challenges with the
potentially lower quality loan portfolio as it shifts back to
renting higher-priced merchandise to its largely subprime customer
base and pursues a late-to-the-market e-commerce expansion.

S&P could lower the rating if liquidity weakens because of
consistently reduced or negative free operating cash.  This could
be triggered by an unsuccessful execution of the turnaround plan
and the need for markdowns and increased inventory losses, causing
RCII's gross and EBITDA margins to erode below S&P's projections
for the next 12 months.  

S&P could also lower the ratings if it envisions a specific default
scenario occurring over the next 12 months.  This could arise if
operating performance deteriorates and results in the mounting
possibility of risk of proactive effort to restructure the balance
sheet debt obligations with a distressed exchange, or if cash use
accelerates.  This could also arise if S&P believes there is a
heightened possibility that the company will be unable to refinance
and extend maturity under the revolving credit facility.

Although unlikely in the near term given continued price
competition in the industry, S&P could revise the outlook to stable
if the company can grow revenues by more than 5% and expand gross
margin by more than 150 bps through improved core U.S. and
Acceptance Now segment growth.  At that time, leverage would
decline to below 5.0x on a sustained basis.


RESAAS SERVICES: Negative Cash Flow Raises Going Concern Doubt
--------------------------------------------------------------
RESAAS Services Inc. filed its quarterly report on Form 6-K,
disclosing a net loss of C$1.27 million on C$116,093 of revenue for
the three months ended March 31, 2017, compared with a net loss of
C$953,052 on C$98,381 of revenue for the same period in 2016.  

The Company's balance sheet at March 31, 2017, showed C$6.84
million in total assets, C$421,135 in total liabilities, and a
stockholders' equity of C$6.42 million.

As of March 31, 2017, the Company had not yet generated significant
revenue or positive cash flow from operations and had an
accumulated deficit of C$32,812,799.  These factors, among others,
create substantial doubt as to the ability of the Company to
continue as a going concern.  Management believes that the proceeds
from additional equity financing activities that it is currently
pursuing, combined with revenue that the Company expects to
generate in subsequent periods, will provide the Company with
sufficient working capital to satisfy its liabilities and
commitments as they become due for the foreseeable future.

A copy of the Form 6-K is available at:

                        http://bit.ly/2sHvv7Z

Headquartered in Vancouver, Canada, RESAAS Services Inc. is engaged
in the development of web and mobile communications software for
the real estate industry.  The Company creates a suite of tools,
which integrate with the platform, including an enterprise social
network, a global referral network, lead generation engine, listing
management, client engagement modules, customer relationship
management (CRM) tools, analytics, file sharing and an advertising
engine.  These tools and functionality are made available to owners
of real estate brokerage firms and brokers, licensed real estate
agents and Realtors.


RIMI CORPORATE: Taps Carl D. Preiser as Accountant
--------------------------------------------------
Rimi Corporate Facilities Refurbishing Ltd. seeks approval from the
U.S. Bankruptcy Court for the Southern District of New York to hire
Carl D. Preiser CPA, P.C.

The firm will provide accounting services to the company and its
affiliates Rimi Woodcraft Corp. and Veneer Products Ltd.  These
services include the preparation of the Debtors' monthly operating
reports and financial statements, a review of their accounting
systems, and the formulation of a plan of reorganization.  

The hourly rates charged by the firm are:

     Partners                      $375
     Staff Accountants             $225
     Paraprofessionals             $125
     Administrative Assistants     $125

The firm received a retainer in the amount of $45,000 from Marie
Rizzo, sister of the Debtors' president.

Carl Preiser, a certified public accountant, disclosed in a court
filing that the firm does not hold or represent any interest
adverse to the Debtors' bankruptcy estates.

The firm can be reached through:

     Carl Preiser
     Carl D. Preiser CPA, P.C.
     2535 Horace Ct.
     Bellmore, NY 11710
     Phone: (516) 679-1628

                 About Rimi Corporate Facilities
                        Refurbishing Ltd.

Rimi Corporate -- http://www.rimi.net/-- is in the business of
woodwork and wood finishing.  Founded in 1952, Rimi Woodcraft Corp.
manufactures and markets architectural furniture.  

Rimi Corporate Facilities Refurbishing Ltd., Rimi Woodcraft Corp.
and Veneer Products Ltd. first filed for Chapter 11 bankruptcy
(Bankr. S.D.N.Y. Lead Case No. 17-11436) on May 23, 2017, in
Manhattan.  On May 24, the Rimi Corporate, Rimi Woodcraft and
Veneer Products cases were transferred to the White Plains
Divisional Office and assigned new case numbers (Bankr. S.D.N.Y.
Case Nos. 17-20002, 17-20001 and 17-22759).  The Manhattan cases
were terminated.  Anthony Rizzo, president, signed the petitions.


At the time of the bankruptcy filing, Rimi Corporate Facilities and
Veneer Products listed under $50,000 in assets and under $500,000
in liabilities.  Rimi Woodcraft Corp. listed under $0 in assets and
$4,600,000 in liabilities.

The Debtors are represented by Robert Leslie Rattet, Esq., at
Rattet PLLC.


ROOSTER ENERGY: Angelo Gordon Wants Opco Cases Converted to Ch.7
----------------------------------------------------------------
Angelo, Gordon Energy Servicer, LLC, asks the U.S. Bankruptcy Court
for the Western District of Louisiana to convert the chapter 11
cases of Rooster Oil & Gas, LLC, Rooster Petroleum, LLC, and Probe
Resources US Ltd. -- the Rooster Opco Entities -- to cases under
chapter 7.

Angelo Gordon says it is seeking conversion of the Rooster Opco
Cases to chapter 7 to preserve the Administrative Agent's and the
noteholders' Cash Collateral and to preserve the going-concern
value of those affiliated Debtors that have actual prospects for a
successful reorganization. The Administrative Agent objects to any
use of the Cash Collateral or other Collateral to fund the Rooster
Opco Cases as the Administrative Agent and the Holders cannot be
adequately protected.

Angelo Gordon contends that:

     (i) the Rooster Opco Entities face continuing diminution to
their estates and have no reasonable likelihood of a successful
rehabilitation;

    (ii) the Debtors have asserted that the Administrative Agent
and the Holders are undersecured in their Collateral and, given
that there are no unencumbered assets, the Rooster Opco Cases do
not have any funding to cover the costs of administration; and

   (iii) the Debtors are attempting to keep the Rooster Opco
Entities alive by siphoning value from the Collateral of the
Administrative Agent and the Holders for no apparent reason.

The Rooster Opco Entities own numerous end-of-life oil and gas
properties with millions of dollars of plugging and abandonment --
P&A -- liabilities and little revenue to cover them.

According to Angelo Gordon, the P&A liabilities owed by the Rooster
Opco Entities and their rapidly diminishing revenues prevent any
prospect of a successful reorganization.  It points to the Debtors'
13-week budget that was provided to the Administrative Agent,
wherein the Debtors project approximately $2,891,000 in revenues to
be collected within the first month of the cases by July 2, 2017,
such revenues likely all having accrued prior to the Petition Date,
either through production for prior months or an extraordinary
accrued receivable for work already performed and completed.
However, during the period of July 3, 2017 through September 3,
2017, the Rooster Opco Entities are projected to receive only
$296,000 in revenues while incurring more than $1.2 million in
expenses and costs.  Angelo Gordon also expects that revenues for
the Rooster Opco Entities after September 3, 2017 will not exceed
the monthly average of $148,000 projected for July and August,
2017.

Angelo Gordon is the administrative agent and collateral agent on
behalf of itself and the holders of secured notes issued pursuant
to a Note Purchase Agreement, dated as of November 17, 2014 and
amended and restated as of June 25, 2015.  According to Angelo
Gordon, the Debtors admit that the Administrative Agent and the
noteholders hold a valid, enforceable, and allowable claim against
the Debtors, as of the Petition Date, in an aggregate amount of at
least $53.1 million in unpaid principal, and the Administrative
Agent and the Holders are also owed accrued but unpaid interest and
any and all other fees, costs, expenses, charges, debts or
obligations of the Debtors to the Administrative Agent and the
Holders under the Prepetition Note Documents and applicable law.
The Note Claims are secured by a first-priority and properly
perfected lien on and security interest in substantially all assets
and property of the Debtors.

Angelo Gordon says the Debtors have taken the position that the
Administrative Agent and the Holders are undersecured yet have made
no attempt to maximize value for their primary creditor
constituent.  Angelo Gordon points to the Debtors' motion for
authority to use cash collateral, wherein "[T]he Debtors estimate
that their assets -- and the [Administrative Agent's and Holders']
collateral, is worth approximately $16.4 million on the low case
and $38 million on the high case, with a mid-case of $27.2 million.
Accordingly, under any scenario, the Debtors assert that the
[Administrative Agent and the Holders] are undersecured."

Angelo Gordon tells the Court that it is important to note that the
Debtors ascribe no value to the oil and gas properties of the
Rooster Opco Entities.  The only value they ascribe is to the Shell
Receivable and certain bond collateral due to be returned to Probe,
all of which is subject to the perfected liens of the
Administrative Agent.

For the avoidance of doubt, the Administrative Agent is not seeking
to convert the chapter 11 cases of Cochon Properties, LLC, Morrison
Well Services, LLC, Rooster Energy, L.L.C., or Rooster Energy Ltd.
to chapter 7.  It believes the Cochon and MWS entities could be
successfully restructured in chapter 11.

                      About Rooster Energy

Houston, Texas-based Rooster Energy Ltd. --
http://www.roosterenergyltd.com-- is an integrated oil and natural

gas company with an exploration and production (E&P) business and
a
downhole and subsea well intervention and plugging and abandonment
service business.  The Company's operations are located in the
state waters of Louisiana and the shallow waters of the Gulf of
Mexico, mature regions that have produced since 1936.

Rooster Energy, L.L.C., Rooster Energy Ltd., and five other
affiliates filed a Chapter 11 petition (Bankr. W.D. La. Lead Case
No. 17-50705) on June 2, 2017.  Jan M. Hayden, Esq., Lacey
Rochester, Esq., Susan C. Mathews, Esq., and Daniel J. Ferretti,
Esq., at Baker Donelson Bearman Caldwell & Berkowitz, P.C., serve
as bankruptcy counsel.

In its petition, Rooster Energy L.L.C. estimated $0 to $50,000 in
assets and $50 million to $100 million in liabilities.  The
petition was signed by Kenneth F. Tamplain, Jr., president and
chief executive officer.

Counsel for Angelo, Gordon Energy Servicer, LLC, the administrative
agent and collateral agent on behalf of itself and the holders of
secured notes issued pursuant to a Note Purchase Agreement, dated
as of November 17, 2014:

     Louis M. Phillips, Esq.
     KELLY HART & PITRE
     One American Place
     301 Main Street, Suite 1600
     Baton Rouge, LA 70801-1916
     Telephone: (225) 381-9643
     Facsimile: (225) 336-9763
     E-mail: louis.phillips@kellyhart.com

          - and -

     Paul E. Heath, Esq.
     Bradley R. Foxman, Esq.
     VINSON & ELKINS LLP
     Trammell Crow Center
     2001 Ross Avenue, Suite 3700
     Dallas, Texas 75201-2975
     Tel: 214.220.7700
     Fax: 214.220.7716
     E-mail: pheath@velaw.com
             bfoxman@velaw.com


ROTHSTEIN ROSENFELDT: Cirgandyne Tapped to Sell Alcohol License
---------------------------------------------------------------
The official overseeing the Rothstein Rosenfeldt Adler PA
Liquidating Trust seeks court approval to hire Cirgandyne Inc.

In a filing with the U.S. Bankruptcy Court for the Southern
District of Florida, Michael Goldberg, the liquidating trustee,
proposes to employ the broker and its managing director Sam Block
to market and sell an alcohol license.

The broker, which conducts its business as liquorlicense.com,  will
receive a commission of $9,000 from the proceeds of the sale of the
license.

Neither the managing director nor his employees have any prior
involvement in Rothstein's bankruptcy case, according to court
filings.

The firm can be reached through:

     Sam Block
     Cirgandyne Inc.
     17383 W. Sunset Boulevard
     Pacific Palisades, CA 90272-4181
     Phone: (310) 459-6300

                   About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- was suspected of running a        

$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on Jan. 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case is represented by Michael Goldberg, Esq., at Akerman
Senterfitt.

RRA won approval of an amended liquidating Chapter 11 plan
pursuant to the court's July 17, 2013 confirmation order.  The
revised plan, filed in May, is centered around a $72.4 million
settlement payment from TD Bank NA.

Mr. Goldberg was named the liquidating trustee of the RRA
Liquidating Trust as of the "effective date" of July 22, 2013.


SAAD INC: Can Continue Using Cash Collateral Until July 25
----------------------------------------------------------
Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District
of Massachusetts entered an order approving Saad, Inc.'s motion  to
use cash collateral on the same terms and conditions as previously
allowed through the continued hearing, which will be held on July
25, 2017 at 11:15 a.m.

A full-text copy of the Order, dated June 13, 2017, is available at
https://is.gd/q8hYSW

                         About Saad Inc.

Saad, Inc., owns and operates a gas station located at 899 Belmont
Street, Brockton, Massachusetts.

Saad, Inc., filed a chapter 11 petition (Bankr. D. Mass. Case No.
16-13691) on Sept. 27, 2016, disclosing total assets at $1.26
million and total liabilities at $734,638.  Yacoub G. Saad,
president, signed the petition.

The case is assigned to Judge Joan N. Feeney.  

The Debtor is represented by Norman Novinsky, Esq., at Novinsky &
Associates.  

The Debtor continues to operate as a debtor-in-possession pursuant
to Sections 1107 and 1108 of the Bankruptcy Code.  No official
committee of creditors has been appointed in the case.


SADEX CORPORATION: Raytheon to Recoup 43% Under Amended Plan
------------------------------------------------------------
Sadex Corporation filed with the U.S. Bankruptcy Court for the
Northern District of Texas a disclosure statement dated June 5,
2017, referring to the Debtor's first amended plan of
reorganization.

Class 1 Raytheon Claim -- totaling $1,971,596.05 -- will recover
43% under the Plan.  Raytheon will receive distributions on account
of the Raytheon Claim equal to $850,000.  Raytheon will receive a
distribution in the amount of $200,000 on the Effective Date.  The
initial Raytheon distribution will be paid from a combination of
(i) the full amount of the L-3 Escrow as of the Effective Date, and
(ii) the cash held by the Reorganized Debtor as of the Effective
Date.

In addition to the initial Raytheon distribution, Raytheon will
receive monthly installments equal in the aggregate to $650,000.
The first monthly Raytheon distribution will be paid by the
Reorganized Debtor to Raytheon on the first day of the first
calendar month immediately following the Effective Date, with a
like installment being paid to Raytheon on the first day of each
successive calendar month until Jan. 1, 2025, upon which date the
final monthly Raytheon distribution will be paid by the Reorganized
Debtor to Raytheon.  The amount of each monthly Raytheon
distribution will be calculated, based on the actual Effective
Date, to yield a sum equal to the monthly Raytheon distribution
total.  By way of illustration, if the Effective Date is Sept. 15,
2017, the first monthly Ratheon distribution would be made on Oct.
1, 2017, for a total of 88 such monthly Raytheon distributions of
$7,386.36 each.  However, any amounts paid to Raytheon pursuant to
Section 4.01(d) of the Plan will be credited toward the monthly
Raytheon distribution total.  Consequently, the final monthly
Raytheon distribution to be paid by the Reorganized Debtor may be
paid sooner than Jan. 1, 2025, and the final monthly Raytheon
distribution may be in an amount less than the full amount of each
monthly Raytheon distribution in the event that the
Reorganized Debtor makes any distributions to Raytheon in
accordance with Section 4.01(d) of the Plan.  This is further
addressed in Section 4.01(e) of the Plan.

The Reorganized Debtor will determine whether or not it holds
excess cash as of Dec. 31, 2018, and as of Dec. 31 of each
successive calendar year thereafter until the Raytheon Claim and
the L-3 Cure Claim have been paid in full in accordance with the
Plan.  In the event that the Reorganized Debtor holds excess cash
on an excess cash determination date, the Reorganized Debtor will
make a distribution of excess cash to Raytheon by Jan. 31
immediately following such Excess Cash Determination Date in an
amount equal to the lesser of (i) 50% of the total excess cash, or
(ii) an amount of excess cash that, when added to the sum of all
prior monthly Raytheon distributions and excess cash distributions
paid to Raytheon, will equal the monthly Raytheon distribution
total.

For the avoidance of doubt, any excess cash distribution made to
Raytheon will not increase the total Raytheon recovery and Raytheon
will not be entitled to receive any amount in excess of the total
Raytheon recovery.  Rather, any excess cash distribution made to
Raytheon will serve to (i) advance the date on which the final
monthly Raytheon distribution is made, and (ii) decrease the amount
of the final monthly Raytheon distribution.  For example, if the
Reorganized Debtor makes one or more excess cash distributions to
Raytheon and a later monthly Ratheon distribution, if made in the
full amount, would result in Raytheon receiving total distributions
in excess of the total Raytheon recovery, then monthly Raytheon
distribution will be made in an amount which, when added to the sum
of all prior monthly
Raytheon distributions and excess cash distributions paid to
Raytheon, will equal the monthly Raytheon distribution total.  Once
Raytheon has received Distributions equaling the total Raytheon
recovery, Raytheon will not be entitled to receive any further
distributions under the Plan, notwithstanding anything to the
contrary in Section 4.01 of the Plan.

Class 1 is impaired by the Plan.

A copy of the Disclosure Statement is available at:

          http://bankrupt.com/misc/txnb14-44622-294.pdf

As reported by the Troubled Company Reporter on Aug. 15, 2016, the
Debtor filed a Plan of Reorganization and Disclosure  Statement,
which provided for continuation of the Debtor's business under its
current management and ownership and restructuring of the Debtor's
debts.  That plan proposed that Class 1 receive 29% distributions
totaling $576,000 in full, final and complete satisfaction of such
claim.  The sum would be paid to Raytheon in 72 monthly
installments of $8,000 each.

                    About Sadex Corporation

Sadex Corporation filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 14-44622), on Nov. 14, 2014.  The case is assigned to
Judge Michael Lynn.  The Debtor's counsel is J. Robert Forshey,
Esq., at Forshey & Prostok, LLP, of Fort Worth, Texas.  The
petition was  signed by Harlan E. Clemmons, president.

At the time of filing, the Debtor had $100,000 to $500,000 in
estimated assets and $1 million to $10 million in estimated
liabilities.  A list of the Debtor's five largest unsecured
creditors is available for free at
http://bankrupt.com/misc/txnb14-44622.pdf


SAMSON RESOURCES: Objections to 22 Parker Heirs Claims Sustained
----------------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware sustained Samson Resources Corporation's
Amended Second Omnibus (Substantive) Claims Objection which
objects, in part, to 22 claims filed by various "Parker Heirs" each
seeking $100 million on account of their royalty claims and the
Joint Motion of the Debtors and the Official Committee of Unsecured
Creditors for Entry of an Order Establishing the Amount of the
Disputed Royalty Holder Claims Reserve.

The Parker Heir Claims are based, in part, on an oil and gas
royalty lease entered into by their grandfather. The Parker Heirs
dispute whether the Walling Lease is still valid and, if it is, the
amount of the royalties owed therefrom.

The Parker Heirs assert four primary (and largely independent)
arguments in support of their Claims: (i) the Walling Lease
terminated and, thus, there is not a valid lease for the gas
interests in the 25-Acre Tract; (ii) the Debtors have underpaid the
Parker Heirs on their royalty interests; (iii) the Parker Heirs own
an interest in the 69-Acre Tract; and (iv) the Parker Heirs believe
their claim should be classified as a secured claim, priority
claim, or an administrative claim. In addition, at trial, the
Parker Heirs contested the legitimacy of the transfer of one-half
of Randolph Parker’s interest to National Locater and the
payments from the Debtors on account of that transfer.  

In response, the Debtors insist that the Walling Lease is valid as
the Booth-Freeman #1 Well was drilled and has continued in
production through the primary lease portion of the Walling Lease,
thereby perpetuating the Walling Lease. The Debtors also claim that
the Parker Heirs have received all of their royalty interests in
the 25-Acre Tract. Finally, the Debtors do not believe that the
Parker Heirs can prove any valid interest in the 69-Acre Tract. As
a result, the Debtors do not believe that any of the Parker Heir
Claims are valid and they seek to have these claims disallowed and
expunged. In the alternative, the Debtors assert that if the Parker
Heirs indeed have any valid claim against the Debtors, such claims
are general unsecured claims and must be reclassified as such.  

After analyzing the testimonies and evidence presented, Judge
Shannon finds that the Walling Lease has not terminated because the
Booth-Freeman #1 Well was drilled within the primary period of the
Walling Lease, began producing and continues in production. The
Walling Lease did not terminate and remains in effect.

Further, the Parker Heirs have the burden of proof regarding
ownership of any royalty interests, and they needed to come into
Court with evidence establishing their ownership interests in the
69-Acre Tract and rebutting the Debtors' evidence. This, they did
not do. As such, Judge Shannon finds that the Parker Heirs do not
possess any royalty interests in the 69-Acre Tract.

In addition, the Parker Heirs had the burden to establish the
amount of their claims and to rebut the Debtors' records and
evidence of proper, regular payments under the Walling Lease. Prior
to the trial, the Parker Heirs employed Mary Ellen Denomy, an
accountant who specializes in oil and gas, to develop the record
regarding any errors in calculating the Parker Heirs' royalty
payments. However, during trial, the Parker Heirs withdrew Ms.
Denomy as a witness. Thus, the Parker Heirs did not put forth any
evidence regarding the alleged errors in the Debtors' accounting
for the Parker Heirs' royalty payments.

At trial, the Debtors presented the check details to each of the
Parker Heirs. Thus, the only evidence presented at trial was that
the Debtors complied with the written instructions of the Parker
Heirs regarding their inheritance of Randolph Parker’s royalty
interest, that there are coherent business explanations for the
different amounts received by each of the Parker Heirs, and that
the Debtors have fully and properly paid the Parker Heirs for their
fractional royalty interest.

Judge Shannon finds that the Debtors have paid the Parker Heirs all
royalties earned in the ordinary course of the Debtors'
businesses.

Based on the foregoing reasons, the Judge Shannon rules that the
Walling Lease is valid and remains in effect, and that it allows
for pooling of the mineral interests. As the 25-Acre Tract does not
contain any wells, the only entitlement of the Parker Heirs to
royalty payments is through the Walling Lease. The Court further
finds that the Debtors have paid the Parker Heirs their royalty
payments consistent with the provisions of the Walling Lease. As a
result, the Court disallows the Parker Heir Claims in full.
Furthermore, as the Parker Heir Claims are disallowed, the Court
need not reach the Claims Reserve Motion as it is moot with respect
to the Parker Heir Claims.

A full-text copy of Judge Shannon's decision dated June 15, 2017,
is available at:

     http://bankrupt.com/misc/deb15-11934-2436.pdf

Counsel for Samson Resources II, LLC, for itself and the
Reorganized Debtors:

     John H. Knight
     RICHARDS LAYTON & FINGER, P.A.
     One Rodney Square, 920 North King Street
     Wilmington, Delaware 19801
     knight@rlf.com

        -- and --

     Ana Alfonso
     WILLKIE FARR & GALLAGHER LLP
     787 Seventh Avenue
     New York, New York 10019
     aalfonso@willkie.com

        -- and --

     John Thompson, III
     KELLY HART & HALLMAN LLP
     201 Main Street, Suite 2500
     Fort Worth, Texas 76102
     john.thompson@kellyhart.com

PARKER HEIRS, Pro Se
      
     Diane S. Jones
     Gary Pop
     Kendi Narmer Pakey Bey
     Curtis Parker
     Cherrie Parker Thorton
     Chris Parker

Counsel for the Settlement Trust:

     Joseph J. Farnan, Jr.
     FARNAN LLP
     919 North Market Street, 12th Floor
     Wilmington, DE 19801
     farnan@farnanlaw.com

        -- and --

      Thomas E Lauria
      J. Christopher Shore
      WHITE & CASE LLP
      1155 Avenue of the Americas
      New York, New York 10036
      tlauria@whitecase.com
      cshore@whitecase.com

             About Samson Resources Corporation

Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 15-11934) on Sept. 16,
2015.  Philip W. Cook, the executive vice president and CFO,
signed
the petition.  The Debtors estimated assets and liabilities Of
more
than $1 billion.

Samson is an onshore oil and gas exploration and production
company
with interests in various oil and gas leases primarily located in
Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming.
The Operating Companies operate, or have royalty or working
interests in, approximately 8,700 oil and gas production sites.

Samson was acquired by KKR and Crestview from Charles Schusterman
in December 2011 for approximately $7.2 billion.  The investor
group provided approximately $4.1 billion in equity investments as
part of the purchase price.

Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.

Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors'
Investment
banker.  Garden City Group, LLC, serves as claims and noticing
agent to the Debtors.

Andrew Vara, acting U.S. trustee for Region 3, appointed three
creditors of Samson Resources Corp. and its affiliated debtors to
serve on the official committee of unsecured creditors.  The
Committee has tapped White & Case LLP as counsel and Farnan LLP as
local counsel.

                          *     *     *

In September 2016, Judge Sontchi denied Samson Resources' Motion
for extension of their exclusive periods to file and solicit
acceptances of their Chapter 11 plan.  Samson sought an extension
of its exclusivity period by another six months through March
2017.

The Debtors have filed a plan of reorganization.  The Creditors'
Committee has filed a competing plan of liquidation.


SE PROFESSIONALS: Proposes to Use BFN Cash Collateral Until July 22
-------------------------------------------------------------------
SE Professionals, S.C. requests the U.S. Bankruptcy Court Northern
District of Illinois to authorize it to use certain cash and cash
equivalents that allegedly serve as collateral for claims asserted
by Bank First National against the Debtor and its property.

The Debtor's counsel will present before the Court for a hearing on
the Debtor's Motion on the June 20, 2017, at 9:30 a.m.

The Debtor seeks for preliminary authority to use cash collateral
through and including July 22, 2017. The Debtor asserts that in
order to continue to operate its business, and effectuate an
effective reorganization, it is essential that it be authorized to
use cash collateral for, among other things, the following
purposes: payroll, insurance, utilities, postage, rent, purchases
of supplies and materials, and other miscellaneous items needed in
the ordinary course of business.

The Debtor currently has cash totaling approximately $26,000, and
accounts receivable valued at approximately $135,000.

The proposed budget relating to the Debtor's use of cash collateral
for week ending June 24 through week ending July 22, 2017 provides
total (a) employee expenses of $115,220; (b) rent expense of
$23,949; (c) taxes and fees of $3,300; (d) cost of goods $94,309;
and cost of operations of approximately $19,027

The Debtor is prepared to offer these forms of adequate protection
to Bank First National:

     A. The Debtor will permit Bank First National to inspect its
books and records;

     B. The Debtor will maintain and pay premiums for insurance to
cover all of its assets from fire, theft and water damage;

     C. The Debtor will make available to the Lender evidence of
that which purportedly constitute their collateral or proceeds;

     D. Bank First National will be granted valid, perfected,
enforceable, security interests in and to Debtor's post-petition
assets which are now or hereafter become property of this estate,
to the extent of their alleged pre-petition liens, if valid; and

     E. The Debtor will execute any documents that may be
reasonably required by Bank First National to evidence the
post-petition liens.

A full-text copy of the Debtor's Motion, dated June 15, 2017, is
available at https://is.gd/naOo9u

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


                             About SE Professionals

SE Professionals is a Wisconsin service corporation which employs
licensed optometrists and sells eyewear at three locations in the
Milwaukee, Wisconsin area. The Debtor currently employs
approximately twenty-four persons.

SE Professionals' principal place of business is 840 W. Blackhawk
St., Apt. 413, Chicago, Illinois 60642, which is the residence of
the President, sole director and sole shareholder of the Debtor,
namely, D. King Aymond, M.D.

SE Professionals, S.C. d/b/a Premier Vision filed a Chapter 11
petition (Bankr. N.D. Ill. Case No. 17-18113), on June 14, 2017.
The Petition was signed by King D. Aymond, M.D., president. The
case is assigned to Judge Donald R Cassling. The Debtor is
represented by Arthur G Simon, Esq. at Crane, Heyman, Simon, Welch
& Clar. At the time of filing, the Debtor had $100,000 to $500,000
in estimated assets and $1 million to $10 million in estimated
liabilities.

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


SEINEYARD INC: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Seineyard, Inc. as of June 14,
according to a court docket.

                       About Seineyard Inc.

Seineyard, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Fla. Case No. 17-40210) on May 18,
2017.  Sam Dunclap, president, signed the petition.  At the time of
the filing, the Debtor estimated assets and liabilities of less
than $50,000.  Thomas Woodward Law Firm is the Debtor's bankruptcy
counsel.


SKIP BARBER RACING SCHOOL: Taps Forchelli as Legal Counsel
----------------------------------------------------------
Skip Barber Racing School LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire
legal counsel in connection with its Chapter 11 case.

The Debtor proposes to hire Forchelli, Curto, Deegan, Schwartz,
Mineo & Terrana, LLP to, among other things, give legal advice
regarding its duties under the Bankruptcy Code, negotiate with
creditors, assist in the preparation of a plan of reorganization or
liquidation.

Gerard Luckman, Esq., and Brian Hufnagel, Esq., the attorneys
designated to represent the Debtor, will charge $585 per hour and
$380 per hour, respectively.

The firm received a retainer of $41,717 from the Debtor.

Mr. Luckman disclosed in a court filing that he and his firm are
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.

Gerard Luckman can be reached through:

     Gerard R. Luckman, Esq.
     Brian J. Hufnagel, Esq.
     Forchelli, Curto, Deegan,
     Schwartz, Mineo & Terrana, LLP
     333 Earle Ovington Blvd., Suite 1010
     Uniondale, NY 11553
     Tel: (516) 248-1700
     Fax: (516) 248-1729

                 About Skip Barber Racing School

Skip Barber Racing School LLC is a Braselton, Georgia-based racing
school.  It operates a fully-integrated system of racing schools,
driving schools, racing championships, corporate events and OEM
events across North America, teaching emergency braking, skid and
slide control, proper cornering techniques, an understanding of
vehicle dynamics, and a variety of other car-control skills.

Skip Barber Racing School filed a Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 17-35871) on May 22, 2017.  The petition
was signed by Michael Culver, managing member.  The Debtor
estimated $1 million to $10 million in assets and $10 million to
$50 million in debt.

Judge Cecelia G. Morris presides over the case.

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


SKYLINE MANOR: Insolvent Since Early 2011, Judge Rules
------------------------------------------------------
Ron Ross, the trustee of the Skyline Manor Chapter 11 bankruptcy
estate, initiated an adversary proceeding against numerous
defendants to avoid and recover approximately $600,000 in allegedly
fraudulent transfers under 11 U.S.C. sections 544(b)(1),
548(a)(1)(A) and (B), and 550, and the Nebraska Uniform Fraudulent
Transfer Act, Neb. Rev. Stat. section 36-701, et seq.  His
statutory authority to do so is explicitly bestowed by the
Bankruptcy Code.  From the defendants at trial, the trustee seeks
to recover approximately $165,000 in payments for which he claims
the debtor did not receive equivalent value in return.  The issues
had been narrowed on summary judgment prior to trial, so the
evidence at trial focused mainly on whether Skyline Manor was
solvent or able to pay its debts and operate its business.  As to
defendant R L Construction, the evidence addressed the additional
element of whether it was an initial transferee.

Skyline Manor is a non-profit corporation providing a continuum of
care for senior citizens in Omaha, Nebraska. In the 2000s, it began
to experience financial difficulties, and John Bartle was hired as
the entity's chief restructuring officer in 2009. Mr. Bartle worked
for BVM Management, Inc., a company that manages a number of health
care and residential facilities in five states. BVM assumed
management of Skyline Manor in 2012, when Skyline's previous
management company, AmeriCare Communities III, LLC, merged with
BVM. Skyline's financial condition continued to deteriorate, and it
filed a Chapter 11 bankruptcy petition on May 8, 2014.

The trustee alleges that beginning at least in 2011, the debtor
made payments to the defendants for which the debtor did not
receive reasonably equivalent value, while the debtor was insolvent
or lacked funds to pay its bills or operate its business, with the
intent to hinder, delay, or defraud future creditors.

The defendants argue that Skyline's intention is the only pertinent
issue and there is no evidence that Skyline did not intend to pay
its debts. In support of this contention, the defendants argue that
Skyline had credit from its vendors, it had obtained a large loan
and line of credit, it was maintaining debt service to its primary
lender, and it continued to operate despite creditor lawsuits and
even paid some of the judgments during this time.

The legal standard for whether a debtor is generally not paying its
debts comes from involuntary bankruptcy cases. A court generally
considers the number of unpaid claims; the amount of the claims;
the materiality of nonpayment; and the overall conduct of the
debtor's financial affairs. Perez v. Feinberg (In re Feinberg), 238
B.R. 781, 783 (B.A.P. 8th Cir. 1999) (vacated Dec. 16, 1999);
Murrin v. Hanson (In re Murrin), 477 B.R. 99, 106-07 (D. Minn.
2012); In re Mikkelson, 499 B.R. 683, 689 (Bankr. D.N.D. 2013).

Judge Thomas L. Saladino of the U.S. Bankruptcy Court for the
District of Nebraska finds that while the record contains no
evidence as to these two factors during the time frame of the
transfers, it is abundantly clear Skyline was letting sizable and
critical monthly debts go unpaid or only partially paid. These were
not minor or easily overlooked expenses; Mr. Bartle used Skyline's
funds to pay personal debts or expenses of his other businesses. He
clearly was juggling his company's various obligations and making
payments to Skyline creditors only as the creditors became more
insistent or the situation became more dire. The debtor was
generally not paying its debts as they became due, and it was
incurring new debt that it knew it was unable to pay. Therefore, it
was insolvent at all material times since early 2011.

The defendants also argue that judicial estoppel should apply to
prevent the trustee from claiming the debtor was insolvent.
Specifically, in their brief, the defendants assert that the
trustee is "play[ing] fast and loose with the integrity of this
court and the judicial process" because of inconsistent financial
information.

Judge Saladino, however, finds that the argument is not
well-founded and uncalled for. Some of the financial information
provided by the trustee to the business broker early in the case
was prepared by Mr. Bartle's management company. The trustee
disclaimed knowledge of its reliability or accuracy and encouraged
anyone considering the purchase of the business to perform their
due diligence. As the trustee became more familiar with the debtor
and hired his own financial experts, it became clear that the prior
information was largely inaccurate. For the defendants to insinuate
that the trustee is only disavowing the previous information
because recent information is more favorable to his case is
disingenuous and an unwarranted attack on the trustee's character.

The issue at trial regarding defendant R L Rynard Construction is
whether it was an initial transferee of the transfers from Skyline.
Under 11 U.S.C. § 550(a), to the extent that a transfer is avoided
under the Bankruptcy Code, the trustee may recover the value of
such property from the initial transferee of such transfer or the
entity for whose benefit such transfer was made, or any immediate
or mediate transferee of such initial transferee. To be an initial
transferee, "a party must have dominion and control over the
transferred funds." Luker v. Reeves (In re Reeves), 65 F.3d 670,
676 (8th Cir. 1995).

After a thorough analysis, Judge Saladino opines that R L Rynard
Construction exercised no dominion or control of the funds in the
account; it was merely a conduit for Mr. Bartle's use of the money.
R L Rynard Construction is not responsible for the transfers from
Skyline into the account.

To establish that transfers were made while the debtor's financial
state was fragile, the trustee must show the debtor was not paying
its debts as they became due, or the debtor was left with
unreasonably small capital, or the debtor's liabilities exceeded
its assets at a fair valuation. The evidence demonstrates the
debtor was not paying its debts as they became due. As this was the
only element necessary to establish fraudulent transfers to Clarke
Realty, LLC; Dan Elliott, Inc.; and Rubicon Foods, LLC, judgment
avoiding the transfers will be entered in favor of the trustee and
against these defendants under section 548(a) and NUFTA.

Because the evidence did not establish that defendant R L Rynard
Construction was an initial transferee of the transfers, judgment
will be entered in favor of this defendant.

The defendants' motion for judgment on partial findings, made at
the close of the trustee's case and on which the court deferred
ruling under Federal Rule of Bankruptcy Procedure 7052 and Federal
Rule of Civil Procedure 52(c), is denied.

Default judgments have previously been entered against defendants
Harrison & Moberly, L.L.C.; WEMAMM1, LLC; and Kendall Dwayne Rhea.
Settlements agreeing to the avoidance of the transfers to and
recovery of sums from defendants Scott A. Buckles; Delk McNally,
LLP; Heritage Medical Group, Inc.; Gerri M. Long; Howard Long;
Jared McCowan; Cinda D. Mitchener; Kimberley R. Wilhoit; Walnut
Investors, LLC; Zionsville Investors, Inc.; and Paragon Realty,
LLC, have been reached, so the final judgment to be issued with
this order will encompass these defendants as well. Eagle One
Properties, LLC, was named as a defendant in the original complaint
but was not included in the amended complaint (Fil. No. 174). The
trustee stated in the amended complaint that he had entered into a
settlement agreement with Eagle One prior to filing the amended
complaint, although no such compromise appears in the record. The
judgment will dismiss all of these defendants from the case.

The adversary proceeding is RON ROSS, Chapter 11 Trustee,
Plaintiff, v. SCOTT A. BUCKLES; CLARKE REALTY, LLC; DAN ELLIOTT,
INC.; DELK MCNALLY LLP; EAGLE ONE PROPERTIES, LLC; WEMAMM1, LLC;
HARRISON & MOBERLY, L.L.C.; HERITAGE MEDICAL GROUP, INC.; GERRI M.
LONG; HOWARD LONG; JARED K. MCCOWAN; CINDA D. MITCHENER; PARAGON
REALTY, LLC; R L RYNARD CONSTRUCTION, INC. a/k/a R L CONSTRUCTION,
INC.; KENDALL DWAYNE RHEA; RUBICON FOODS, LLC; WALNUT INVESTORS,
LLC; KIMBERLY R. WILHOIT; and ZIONSVILLE INVESTORS, INC.,
Defendants. Adv. Nos.  BK14-80934, A15-8035 (Bankr. D. Neb.)

A full-text copy of Judge Saladino’s order dated June 13, 2017,
is available at https://is.gd/ZsIocG from Leagle.com.

Ron Ross, Plaintiff, represented by Nicholas A. Buda --
nbuda@bairdholm.com -- Baird Holm LLP, Brandon R. Tomjack --
btomjack@bairdholm.com -- Baird Holm LLP & T. Randall Wright, Baird
Holm LLP.

Scott A. Buckles, Defendant, represented by Kathryn J. Derr,
Kathryn J. Derr, PC, LLO.

                   About Skyline Manor

Skyline Manor Inc. is a Nebraska non-profit corporation that
operates a 199-unit continuing care retirement community and a 140
unit independent living facility in Omaha.  Skyline Manor filed a
Chapter 11 bankruptcy petition (Bankr. D. Neb. Case No. 14-80934)
on May 8, 2014.  The petition was signed by John W. Bartle as
chief restructuring officer.  Judge Thomas L. Saladino presides
over the case.

The Debtor disclosed $19.9 million in assets and $13.7 million in
liabilities as of the Chapter 11 filing.

Mr. Ross has been appointed as the Chapter 11 trustee for Skyline
Manor.


SQUARETWO FINANCIAL: Disclosures Okayed; Modified Plan Confirmed
----------------------------------------------------------------
BankruptcyData.com reported that SquareTwo Financial filed with the
U.S. Bankruptcy Court a Modified Joint Prepackaged Chapter 11 Plan
of Reorganization and related Disclosure Statement. According to
the Disclosure Statement, "The Plan provides for the comprehensive
settlement of Claims and controversies against the Debtors. The
negotiations of such settlements were conducted in good faith and
at arm's length, and each such settlement is of benefit to the
Debtors' Estates and represents a fair, necessary and reasonable
compromise of the Claims held by the holders thereof. The
settlements will save the Debtors and their Estates the costs and
expenses of prosecuting various disputes, the outcome of which
would likely consume substantial resources of the Debtors' Estates
and require substantial time to adjudicate….Pursuant to Section
7.2 of the Plan, the Reorganized Debtors are authorized to sell to
the Plan Investor one hundred (100%) of the Interests in (a)
Reorganized CACH and Reorganized CACV of Colorado, and (b) to the
Canadian Purchase Co from Collect America of Canada, 35,000 shares
of stock of Reorganized SquareTwo Financial Canada Corporation,
which represents one hundred (100%) of the issued and outstanding
equity of Reorganized SquareTwo Financial Canada, as well as any
other obligations to the Plan Investor under the Plan Funding
Agreement and the Plan….Holders of Second Lien Lender Claims,
U.S. General Unsecured Claims and Existing U.S. Interests shall not
receive or retain any distribution under the Plan on account of
such Claims and Interests." The Court subsequently approved the
Disclosure Statement and confirmed the Plan.

                   About SquareTwo Financial

SquareTwo Financial Services Corporation and its affiliates
acquire, manage, and collect charged-off consumer and commercial
accounts receivable, which are accounts that credit issuers have
charged off as uncollectible, but that remain owed by the borrower
and subject to collection.

The Debtors filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 17-10659) on March 19, 2017.  The petitions
were signed by J.B. Richardson, Jr., authorized signatory.

The Debtors are represented by Willkie Farr & Gallagher LLP in New
York.  Their CCAA Counsel is Thornton Grout Finnigan LLP in
Toronto, Ontario.

The Debtors' restructuring advisor is Alixpartners, LLP while their
investment bankers are Keefe, Bruyette & Woods, Inc., and Miller
Buckfire & Co.  Gavin/Solmonese LLC has been tapped as financial
advisor.  The Debtors' claims and noticing agent is Prime Clerk
LLC.

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

On April 7, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee hired
Arent Fox LLP as its legal counsel.


STEALTH TECH: Working Capital Deficit Casts Going Concern Doubt
---------------------------------------------------------------
Stealth Technologies, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $708,203 on $748,759 of total
revenue for the three months ended March 31, 2017, compared with a
net loss of $885,850 on $1.42 million of total revenue for the same
period in 2016.  

The Company's balance sheet at March 31, 2017, showed $1.47 million
in total assets, $2.59 million in total liabilities, all current,
and a stockholders' deficit of $1.12 million.

As at March 31, 2017, the Company has a working capital deficit of
$1,185,973 and an accumulated deficit of $3,736,231.  The
continuation of the Company as a going concern is dependent upon
the continued financial support from its management, and its
ability to identify future investment opportunities and obtain the
necessary debt or equity financing, and generating profitable
operations from the Company's future operations.  These factors
raise substantial doubt regarding the Company's ability to continue
as a going concern.

A copy of the Form 10-Q is available at:

                        http://bit.ly/2rtoO5Z

Stealth Technologies, Inc., formerly Excelsis Investments, Inc., is
engaged in identifying and capitalizing on emerging technology and
associated markets.  The Company's operations are focused on
product development and sales in the Personal Financial Protection
and Data Protection businesses.  Its consumer product, the Stealth
Card, is designed to protect the enabled card acceptance Europay,
MasterCard and Visa (EMV) chip in a consumer's credit card from
electronic pickpocketing that uses a smartphone, credit card reader
or radio-frequency identification (RFID) antenna to remotely access
data stored on the consumer's EMV Smartchip.


SUNEDISON INC: Discloses Deal with BOKF, Committee in Latest Plan
-----------------------------------------------------------------
SunEdison, Inc. has filed with the U.S. Bankruptcy Court for the
Southern District of New York its latest plan to exit Chapter 11
protection.

The latest restructuring plan incorporates the agreement, which
settles all litigation filed or that may be filed in the future by
BOKF, N.A. or the official committee of unsecured creditors.

Pursuant to the agreement, certain assets will be transferred to a
trust for the benefit of general unsecured creditors in exchange
for the settlement of all litigation.  

The assets to be transferred include $7.5 million in cash on
account of the initial funding for the trust; proceeds realized
from the settlement of various lawsuits, which is expected to be
$32 million in cash; $18 million in cash on account of the
settlement of avoidance actions in connection with the YieldCo
settlement motion; and $5 million in cash on account of voluntary
professional fee reductions.

Also to be transferred are causes of action of the bankruptcy
estates of SunEdison and its affiliates as of the effective date of
the plan, according to latest disclosure statement filed on June
7.

A copy of the first amended disclosure statement is available for
free at https://is.gd/fZb7rD

                       About SunEdison Inc.

SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean power
generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.

On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017).  Martin H. Truong, the senior vice
president, general counsel and secretary, signed the petitions.
The Debtors disclosed total assets of $20.7 billion and total debt
of $16.1 billion as of Sept. 30, 2015.

The Debtors hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent.  The Debtors employed
PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as
their auditor and tax consultant.

SunEdison also tapped Eversheds LLP as its special counsel for
Great Britain and the Middle East.  Cohen & Gresser LLP has also
been retained as special counsel.

The Debtors retained Ernst & Young LLP to provide tax-related
services.  Keen-Summit Capital Partners LLC has been hired as real
estate advisor.  Binswanger of Texas, Inc., also has been retained
as real estate agent.

Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc.,
and TerraForm Global, Inc.

An official committee of unsecured creditors has been appointed in
the case.  The committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.  Togut, Segal & Segal LLP and Kobre & Kim LLP serve as
conflicts counsel.  Alvarez & Marsal North America, LLC, serves as
the committee's financial advisors.

Counsel to the administrative agent under the Debtors' prepetition
first lien credit agreement are Richard Levy, Esq., and Brad
Kotler, Esq., at Latham & Watkins.

Counsel to the administrative agent under the postpetition DIP
financing facility are Scott Greissman, Esq., and Elizabeth Feld,
Esq. at White & Case LLP.

Counsel to the Tranche B Lenders (as defined in the DIP credit
agreement) and the steering committee of the second lien creditors
are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss
Hauer & Field, LLP.

Counsel to the administrative agent under the Debtors' prepetition
second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.

The collateral trustee under the Debtors' prepetition second lien
credit agreement and the indenture trustee under each of the
Debtors' outstanding bond issuances, is represented by Marie C.
Pollio, Esq., at Shipman & Goodwin LLP.

Counsel to the ad hoc group of certain holders of the Debtors'
convertible senior notes is White & Case LLP's Tom Lauria, Esq.


SUNEDISON INC: Plan Outline Okayed, July 20 Plan Hearing Set
------------------------------------------------------------
BankruptcyData.com reported that SunEdison Inc. filed with the U.S.
Bankruptcy Court a First Amended Disclosure Statement for its First
Amended Joint Plan of Reorganization. According to documents filed
with the Court, "The Plan depends on two global settlements: (1)
The YieldCo Settlements -- As of March 6, 2017, the Debtors
announced their proposed settlements of Claims and Causes of Action
between the Debtors and each of the YieldCos (the 'YieldCo
Settlements') that provide for the Debtors to receive 36.9% and 25%
(exclusive of SunEdison's current Class A share ownership in GLBL),
respectively, of the total consideration flowing to TERP and GLBL
from the Jointly Supported Transactions with Brookfield, as set
forth below. The Plan envisions (a) the Debtors' (or their
creditors') continued ownership of certain shares in TERP under
Brookfield's sponsorship, (b) the Debtors' receipt of some cash
from the sale of certain of their shares in TERP, and (c) the
Debtors' sale (for cash) of their interests in GLBL. The amounts of
sub-clauses (a) and (b) shall be determined, in part, by the
Debtors' choice as well as the choices made by the public "Class A"
shareholders of TERP. As of the date hereof and based on the
announced share price on March 7, 2017, the approximate aggregate
value of sub-clauses (a), (b), and (c) will be more than $800
million. (2) The Committee/BOKF Plan Settlement -- On May 16, 2017,
the Debtors announced a global settlement (the 'Committee/BOKF Plan
Settlement') among the Debtors, the Tranche B Roll-Up
Lenders/Steering Committee of Prepetition Second Lien Lenders and
Noteholders (the 'Tranche B Lenders/Steering Committee'), the
Creditors' Committee, and BOKF (as Convertible Senior Notes
Indenture Trustee) of all pending litigation commenced by the
Creditors' Committee and BOKF, in consideration for, among other
things, the transfer of certain assets of meaningful value to the
GUC/Litigation Trust for the benefit of Holders of General
Unsecured Claims."

The Court subsequently approved the Disclosure Statement and
scheduled a July 20, 2017 hearing to consider the Plan, according
to BankruptcyData.com

                       About SunEdison, Inc.

SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean power
generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.

On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017).  Martin H. Truong, the senior vice
president, general counsel and secretary, signed the petitions.
The Debtors disclosed total assets of $20.7 billion and total debt
of $16.1 billion as of Sept. 30, 2015.

The Debtors hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent.  The Debtors employed
PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as
their auditor and tax consultant.

SunEdison also tapped Eversheds LLP as its special counsel for
Great Britain and the Middle East.  Cohen & Gresser LLP has also
been retained as special counsel.

The Debtors retained Ernst & Young LLP to provide tax-related
services.  Keen-Summit Capital Partners LLC has been hired as real
estate advisor.  Binswanger of Texas, Inc., also has been retained
as real estate agent.

Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc.,
and TerraForm Global, Inc.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.  Togut, Segal & Segal LLP and Kobre & Kim LLP serve as
conflicts counsel.  Alvarez & Marsal North America, LLC, serves as
the Committee's financial advisors.

Counsel to the administrative agent under the Debtors' prepetition
first lien credit agreement are Richard Levy, Esq., and Brad
Kotler, Esq., at Latham & Watkins.

Counsel to the administrative agent under the postpetition DIP
financing facility are Scott Greissman, Esq., and Elizabeth Feld,
Esq. at White & Case LLP.

Counsel to the Tranche B Lenders (as defined in the DIP credit
agreement) and the steering committee of the second lien creditors
are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss
Hauer & Field, LLP.

Counsel to the administrative agent under the Debtors' prepetition
second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.

The collateral trustee under the Debtors' prepetition second lien
credit agreement and the indenture trustee under each of the
Debtors' outstanding bond issuances, is represented by Marie C.
Pollio, Esq., at Shipman & Goodwin LLP.

Counsel to the ad hoc group of certain holders of the Debtors'
convertible senior notes is White & Case LLP's Tom Lauria, Esq.


SUNPOWER BY RENEWABLE: Unsecureds to Get Up to 37% in Latest Plan
-----------------------------------------------------------------
General unsecured creditors of Sunpower by Renewable Energy
Electric, Inc. will receive 5% to 37% of their claims under the
company's latest plan to exit Chapter 11 protection.

The latest plan proposes to pay Class 8 general unsecured creditors
5% to 37% of their allowed claims over a period of 60 months after
payment of all secured, administrative and priority claims.  

Specifically, Sunpower anticipates paying $200,000 to $350,000 to
unsecured creditors over the life of the plan, which includes an
equity contribution of $50,000 from Jason Vita, the company's
equity interest holder.

The total amount of general unsecured claims is estimated at
$950,000.

If Sunpower is unable to reduce its IRS tax liabilities as it
anticipates, the distribution to general unsecured creditors may be
substantially reduced, and these creditors may only receive the
equity contribution, according to the company's latest disclosure
statement filed on June 6 with the U.S. Bankruptcy Court for the
District of Nevada.

Sunpower also disclosed in the latest plan about a settlement of
claims it made with Sunpower Corp. and two other companies.  

Under the deal, Sunpower will be provided a working capital in the
form of a $200,000 credit line.  In exchange, Sunpower will release
its claims against the companies and the latter will get a secured
claim.

The claim will be treated as a Class 7 secured claim in the allowed
amount of $560,365.45.  It will be paid in full in monthly
installments between June 2017 and March 2018.

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

               About Sunpower by Renewable Energy

Based in Las Vegas, Nevada, Sunpower by Renewable Energy Electric,
Inc., fdba V.E.C. Inc., fdba Renewable Energy Electric, Inc., is a
solar energy company and provides solar energy services, including
the assessment and installation of solar panels to residential and
commercial customers in Nevada, Arizona and California.

The Debtor filed a chapter 11 petition (Bankr. D. Nev. Case No.
16-14459) on August 12, 2016. The petition was signed by Jason M.
Vita, president.  At the time of filing, the Debtor estimated its
assets and liabilities at $1 million to $10 million.  A list of the
Debtor's 11 unsecured creditors is available for free at
http://bankrupt.com/misc/nvb16-14459.pdf   

The case is assigned to Judge Laurel E. Davis.  The Debtor is
represented by Samuel A. Schwartz, Esq., and Bryan A. Lindsey,
Esq., at Schwartz Flansburg PLLC.

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

On March 31, 2017, the Debtor filed a Chapter 11 plan of
reorganization.


TABERNA PREFERRED: July 12 Hearing on Bid to Terminate Exclusivity
------------------------------------------------------------------
Petitioning creditors Opportunities II Ltd., HH HoldCo
Co-Investment Fund, L.P., and Real Estate Opps Ltd. ask the Hon.
Mary Kay Vyskocil of the U.S. Bankruptcy Court for the Southern
District of New York to terminate Taberna Preferred Funding IV,
Ltd.'s exclusive plan filing and solicitation periods.

A hearing to consider the Petitioning Creditors' request is set for
July 12, 2017, at 10:00 a.m. (prevailing Eastern Time).  Objections
to the request must be filed by July 5 at 4:00 p.m. (prevailing
Eastern Time).

The Petitioning Creditors understand that the Debtor does not
intend to oppose their request.

According to the Petitioning Creditors, the Debtor -- a
special-purpose structured finance entity, with no operations,
extremely limited resources available to it, and hundreds of
millions of dollars in defaulted note obligations -- has no
intention to file and prosecute a plan in this Chapter 11 case.
The Petitioning Creditors, who are economic stakeholders in the
Debtor, have a substantial interest in seeing the Debtor quickly
and efficiently reorganized and intend to immediately file a viable
Chapter 11 plan and prosecute its confirmation upon the termination
of the Exclusivity Periods.  

Together, the Petitioning Creditors hold 100% of the most-senior
tranche of notes issued by the Debtor, totaling approximately $137
million, and roughly 34% of the second-most senior tranche of
notes, totaling approximately $17 million.  The notes are secured
by the Debtor's assets, largely consisting of certain debt
securities which were intended to generate sufficient interest and
principal payments to support the Debtor's obligations under the
notes.

As addressed in detail in a statement by the Petitioning Creditors,
the underlying collateral securities performed extremely poorly
during the financial crisis and Great Recession.

The Debtor defaulted under the indenture governing the notes and,
in mid-2009, the notes were accelerated and remain in default and
fully due and payable to this day.  The underlying collateral
securities continue to underperform.  Unfortunately, the harm
suffered by the Debtor and its noteholders was not caused solely by
the economic downturn, but also by serious illegal conduct that has
unquestionably negatively impacted the value of the noteholders'
collateral.  In 2015, the initial manager hired to manage the
Debtor's assets was subject to an enforcement action by the U.S.
Securities and Exchange Commission arising from its improper and
deceptive receipt of millions of dollars in unlawful fees directly
from issuers of the underlying collateral securities, which
siphoned substantial value away from the Debtor and the
noteholders.

Although that collateral manager has been replaced, the significant
flaws in the Debtor's and other stakeholders' ability to
effectively monitor the current collateral manager and safeguard
their collateral, as well as myriad inefficiencies and defects in
the operative indenture, remain.

The Petitioning Creditors say that the foregoing harms suffered by
the Debtor and the noteholders are overwhelming in their effect,
and the Petitioning Creditors commenced this involuntary Chapter 11
case only after devoting substantial time and resources over many
months in ultimately unsuccessful out-of-court efforts to solve
these grave problems.  The involuntary case was not commenced
lightly, and the Petitioning Creditors hope to have the Debtor
reorganized as efficiently and expeditiously as possible.  

The Petitioning Creditors tell the Court that they have already
prepared a confirmable Chapter 11 plan that comprehensively
restructures the Debtor in a manner designed to maximize the value
of the Debtor's assets and address the substantial defects and
deficiencies that have plagued the Debtor and its noteholders.  The
Petitioning Creditors intend to file and pursue confirmation of
their plan upon the lifting of the Debtor's Exclusivity Periods.

                About Taberna Preferred Funding IV

Created in late 2005, Taberna Preferred Funding IV, Ltd. is a
structured-finance entity known as a collateralized debt
obligation
("CDO"), an entity that issues debt to investors in exchange for
cash.  Taberna issued more than $630 million of secured notes in
11
descending classes under an Indenture dated as of December 23,
2005, which notes were anticipated to be repaid over 30 years via
the proceeds generated by the underlying collateral Taberna
bought.

Opportunities II Ltd., HH HoldCo Co-Investment Fund, L.P., and
Real
Estate Opps Ltd. filed an involuntary Chapter 11 petition for
Taberna on June 12, 2017 (Bankr. S.D.N.Y. Case Number 17-11628).
The Petitioning Creditors collectively hold 100% of the
most-senior
tranche of notes issued by the Debtor, totaling approximately $137
million, and roughly 34% of the second-most senior tranche of
notes, totaling approximately $17 million.

The Hon. Mary Kay Vyskocil is the case judge.

Klee, Tuchin, Bogdanoff & Stern LLP is serving as the Petitioning
Creditors' counsel, with the engagement led by Robert J. Pfister,
Esq., and Whitman L. Holt, Esq.


TATOES LLC: Plan Outline Okayed, Plan Hearing on July 13
--------------------------------------------------------
A U.S. bankruptcy judge overseeing the Chapter 11 cases of Tatoes,
LLC and its affiliates approved the outline of the companies'
proposed plan of reorganization.

Judge Frederick Corbit of the U.S. Bankruptcy Court for the Eastern
District of Washington on June 8 gave the thumbs-up to the
disclosure statement after finding that it contains "adequate
information."

The order set a July 3 deadline for creditors to cast their votes
accepting or rejecting the plan, and a July 11 deadline for filing
objections.

A court hearing to consider confirmation of the plan is scheduled
for July 13, at 1:30 p.m.  The hearing will take place at the
Bankruptcy Court, Suite 304, 904 W. Riverside Avenue, Spokane,
Washington.

The plan establishes 15 classes of creditors and equity security
holders.  It proposes to pay all creditors in Classes 1 to 12 in
full, with interest, over time.

Rabo AgriFinance LLC, a Class 3 secured creditor, will be paid over
a five-year period while most other creditors will be paid over 10
years.  Holders of Class 13 insider claims will receive no payments
while equity security holders Del and Daneen Christensen will
retain their ownership interests.

The source of payments to creditors will be through continued
business operations.

The plan involves merging Wahluke Produce, Inc. and Columbia
Manufacturing, Inc. into Tatoes, which will operate as the
reorganized company, according to the latest disclosure statement
filed on June 8.

A copy of the second amended disclosure statement is available for
free at https://is.gd/X5O83g

                         About Tatoes LLC

Tatoes, LLC, Wahluke Produce, Inc., and Columbia Manufacturing,
Inc., are engaged in farming, packing, storing, and selling
potatoes, onions and wheat.  Tatoes, LLC, et al., filed Chapter 11
bankruptcy petitions (Bankr. E.D. Wash. Case Nos. 16-00900,
16-00899 and 16-00898, respectively) on March 21, 2016.  The
petitions were signed by Del Christensen, president.

Tatoes LLC estimated assets and liabilities at $10 million to $50
million.  Wahluke Produce and Columbia Manufacturing each estimated
assets and liabilities at $50 million to $100 million.

Wahluke has employed Bailey & Busey, PLLC, as legal counsel;
Columbia has employed Hurley & Lara as legal counsel; and Tatoes
has employed the Law Offices of Paul H. Williams as counsel.  

On April 28, 2016, the Office of the U.S. Trustee, appointed an
official committee of unsecured creditors in Tatoes' case.
Southwell & O'Rourke serves as counsel to the committee.  No
creditors' committee has been appointed in the cases of Wahluke and
Columbia Manufacturing.

On September 27, 2016, the Debtors filed a joint Chapter 11 plan of
reorganization and disclosure statement.


TMT PROCUREMENT: Aug. 10 Plan Confirmation Hearing
--------------------------------------------------
TMT Procurement Corporation, et al., filed with the U.S. Bankruptcy
Court for the Southern District of Texas a disclosure statement
dated June 11, 2017, for the Debtor's amended joint plan of
liquidation.

The Bankruptcy Court has scheduled the Confirmation Hearing to
commence on August 10, 2017, at 9:00 A.M., Central Time.  Deadline
to file objections to confirmation must be filed and served on or
before July 28.

The Amended Disclosure Statement provides, among other things, a
Liquidation Analysis that provides an estimate of creditor
recoveries (if any) on a Debtor-by-Debtor basis.  The Amended
Disclosure Statement included one class of claims -- the lender
indemnification claims -- and removed one class of claims -- the
intercompany loans claims.

The Amended Disclosure Statement also provides that as part of
Seward & Kissel LLP's retention as principal
bankruptcy/restructuring/maritime counsel for the Official
Committee of Unsecured Creditors, the firm volunteered certain
disgorgements and payments to reimburse the Debtors and Mr. Su for
fees and expenses incurred in connection with the alleged conflict,
and also agreed to waive fees and expenses that had not yet been
paid on an interim basis.

Class 1 General Unsecured Claims are impaired by the Plan.  Allowed
General Unsecured Claims in each class will receive one or more
distributions from the liquidation account from time to time
pursuant to the "Seventh Priority" described in Section
8.02(5)(vii), if any, on a pari passu basis with allowed lender
deficiency claims.

Class 5 Interests are impaired by the Plan.  As a result of the Su
Parties Settlement and in lieu of any other recovery, allowed
interests in each class will be cancelled as to the Debtors and,
instead, will be converted to former shareholders, and Nobu Su and
his designee(s), as the distribution agent for the Former
Shareholders, will receive one or more distributions from the
Liquidation Account from time to time.

All effective date cash will be transferred out of the 345 Account
on the Effective Date, net of any expense incurred in closing out
the 345 Account.  About $500,000 of the Effective Date Cash will be
transferred to the Litigation Account pursuant to the terms of the
Su Parties Settlement.  The remainder of the Effective Date Cash
will be transferred to the Liquidation Account.

Cash received as a result of the exercise by the liquidation
administrator of its powers after the Effective Date will be
deposited into the Liquidation Account.

Cash received as a result of the exercise by the Litigation
Administrator of its powers after the Effective Date other than as
a result of general fee objections will be deposited into the
Litigation Account.  Any recoveries from a successful general fee
objection asserted by the Litigation Administrator will be
deposited (or transferred) directly into the Liquidation Account.
In no event will any funds in the Liquidation Account be
transferred to the Litigation Account or otherwise made available
for use by the Litigation Administrator, nor will the Court have
the authority to order any transfer.

Cash in the Litigation Account from time to time will first be used
to fund the expenses of the Litigation Administrator and the
Litigation Account.  Cash in the Litigation Account consisting of
litigation account net proceeds that the Litigation Administrator
determines is no longer needed for current or anticipated expenses
of the Litigation Administrator will be transferred from time to
time to the Liquidation Account for distribution in accordance with
the Plan.  Upon each transfer, the Litigation Administrator will
inform the Liquidation Administrator as to the amount of transfer.
If the Litigation Administrator concludes that a portion of the
original $500,000 funded into the Litigation Account is also no
longer needed for current or anticipated expenses of the Litigation
Administrator, unused portion will be allocated back to FEI as the
original funder of the Litigation Account.

Cash in the Liquidation Account from time to time will first be
used to fund the expenses of the Liquidation Administrator, the
Liquidation Account, and any other expenses of the Debtors that are
not expenses of the Litigation Administrator or the
Litigation Account, as more particularly described in the Plan
Administration Agreement.  Cash in the Liquidation Account that the
Liquidation Administrator determines is no longer needed for
current or anticipated expenses of the Liquidation Administrator or
the Debtors (that are not expenses of the Litigation Administrator)
will be applied, depending on the source of the Cash.

Source 1 Cash is cash in the Liquidation Account that is not Source
2 Cash.  For Source 1 Cash, the Liquidation Administrator will be
entitled to make a distribution on more junior priorities before
more senior priorities are paid in full if the Liquidation
Administrator determines in good faith that it has fully reserved
for more senior priorities.

Source 2 Cash is all Litigation Account Net Proceeds (but not
proceeds of any General Fee Objections asserted by the Litigation
Administrator) deposited into the Liquidation Account from time to
time out of the Litigation Account.

The Disclosure Statement is available at:

          http://bankrupt.com/misc/txsb13-33763-2734.pdf

As reported by the Troubled Company Reporter on June 1, 2017, the
Debtors filed an amended joint plan of liquidation and accompanying
disclosure statement, proposing to establish a "liquidation
account" that would be managed by a "liquidation administrator" to
make distributions from time-to-time of the cash held by the
so-called Cash Debtors as of the Effective Date or received by the
Debtors after the Effective Date.

                         About TMT Group

Known in the industry as TMT Group, TMT USA Shipmanagement LLC and
its affiliates own 17 vessels.  Vessels range in size from 27,000
dead weight tons (dwt) to 320,000 dwt.

TMT USA and 22 affiliates, including C. Ladybug Corporation, sought
Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 13-33740) in
Houston, Texas, on June 20, 2013 after lenders seized seven
vessels.

TMT filed a lawsuit in U.S. bankruptcy court aimed at forcing
creditors to release the vessels so they can return to generating
income.

TMT tapped attorneys from Bracewell & Giuliani LLP as
bankruptcy counsel, and AlixPartners as financial advisors.

The U.S. Trustee, in July 2013, appointed an official committee to
represent the interests of all unsecured creditors.  The Committee
currently consists of the following creditors: China Shipping Car
Carrier; Hyundai Samho Heavy Industries Co., Ltd.; KPI Bridge Oil
Limited and KPI Bridge Oil Singapore Pte Ltd; Omega Bunker S.R.L.;
China Ocean Shipping Agency Shanghai d/b/a Penavico Shanghai; Songa
Shipping Pte, Ltd.; and Universal Marine Service Co., Ltd. In
addition, Scandinavian Bunkering AS was appointed as an alternate,
non-voting member of the Committee.  The Committee retained Kelley,
Drye & Warren LLP as its principal investigation/litigation
counsel, Seward & Kissel LLP as its principal
bankruptcy/restructuring/maritime counsel, and FTI Consulting as
its financial advisor.


TROXELL COMPANY: Has Interim OK to Use Cash Collateral Thru June 30
-------------------------------------------------------------------
Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern
District of Texas authorized Troxell Company, Inc., to use cash
collateral to operate its business and pay expenses through the
earlier of June 30, 2017, and the date on which a final hearing on
the Motion is conducted.

The Court has determined and concluded that Southside Bank and Heil
International Trailer, Inc., and any other secured creditor of the
Debtor's bankruptcy estate holding an interest in the Cash
Collateral are adequately protected by:

   (a) the $1.65 million purchase price of the proposed sale of
substantially all of the Debtor's assets to MAC Trailer Realty,
Inc., as described in the Debtor's Sale Motion, which significantly
exceeds the aggregate amount of Southside Bank and Heil
International's claims against the Debtor's estate;

   (b) with respect to Southside Bank and Heil International, they
will have, and are granted, valid, perfected, and enforceable new
liens and security interests upon all categories of property of the
Debtor upon Southside Bank and Heil International held prepetition
liens and security interests, including all proceeds, rents,
products, or profits thereof;

   (c) the fact that, if the transaction described in the Sale
Motion is approved, Southside Bank's and Heil International's liens
(including the Replacement Liens) and any valid lien held by any
other secured creditor of the Debtor's bankruptcy estate will
attach to the Sale Transaction proceeds until any such secured
claims are paid in full;

   (d) the constraints imposed by the Budget; and

   (e) the expedited timing of the proposed sale.

A full-text copy of the Order, dated June 15, 2017, is available at
https://is.gd/o7UhKy

                      About Troxell Company  

Troxell Company Inc. -- http://www.troxellcompany.com/-- is an
aluminum trailer manufacturer based in Texas. The Company said it
operates in a modern new facility with the latest in
state-of-the-industry machinery and tooling equipped  to handle the
most demanding jobs.

Troxell Company filed a Chapter 11 petition (Bankr. N.D. Tex. Case
No. 17-42453) on June 9, 2017.  Robert Troxell, president, signed
the petition.  
At the time of filing, the Debtor estimated assets and liabilities
of $1 million to $10 million.  The case is assigned to Judge Mark
X. Mullin.  The Debtor is represented by Matthias Kleinsasser, Esq.
at Forshey & Prostok, L.L.P.


TUBRO CONSTRUCTION: Taps DeLue Law as Special Counsel
-----------------------------------------------------
Tubro Construction Inc. seeks approval from the U.S. Bankruptcy
Court for the Western District of Washington to hire DeLue Law PLLC
as special counsel.

The firm will assist the Debtor in pursuing legal action against
Rob Strommen, one of its customers who has allegedly refused to pay
his invoices.

Daniel DeLue, Esq., the attorney tapped to represent the Debtor,
will charge an hourly fee of $300.  No retainer has been paid to
the attorney.

Mr. DeLue disclosed in a court filing that he is a "disinterested
person" as defined in section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Daniel DeLue, Esq.
     DeLue Law PLLC
     600 Stewart Street, Suite 1115
     Seattle, WA 98101
     Phone: 206-508-3804
     Direct: 206-508-3815
     Fax: 206-508-3817
     Email: ddd@d3law.com

                     About Tubro Construction

Tubro Construction Inc. filed a Chapter 11 petition (Bankr. W.D.
Wash. Case No. 17-10390) on Jan. 30, 2017.  Richard Tietjen,
president, signed the petition.  At the time of filing, the Debtor
estimated assets of less than $500,000 and liabilities of $1
million to $10 million.

The case is assigned to Judge Marc Barreca.  The Debtor is
represented by Jeffrey B. Wells, Esq. and Emily Jarvis, Esq. at
Wells and Jarvis, P.S.

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

On March 31, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.


TWH LIMITED: Unsecureds to be Paid In Cash at 5% Per Annum
----------------------------------------------------------
TWH Limited Partnership filed with the U.S. Bankruptcy Court for
the Western District of Texas a disclosure statement dated June 5,
2017, referring to the Debtor's plan of liquidation, dated June 5,
2017.

Class 3 General Unsecured Claims consists of: (i) the $300,000
claim of Sushihana Investment, LP; (ii) the $2,275 claim of Bingham
& Lea, P.C.; (iii) the $0.00 Disputed claims of 25807 TWH Ltd. &
25807 TWH GP, LLC.  This class is impaired by the Plan and will be
paid a sum in cash up to the allowed amount of their claims with a
pro rata distribution of the remaining proceeds from the sale of
the Debtor's properties after payment of unclassified claims,
secured claims and any taxes which are determined to be due and
owing as a result of the sale of the Properties.  Interest will
accrue on the allowed claims of the Class 3 creditors at the rate
of 5% per annum from the Petition Date.

If the Debtor has not already closed on the sales of both the
Debtor's commercial property and the residential property on or
before the Effective Date, the Debtor will continue to employ a
realtor or broker to market for sale any property which has not yet
been sold.  The Properties will be sold pursuant to 11 U.S.C.
Section 363, and the sales will be free and clear of any and all
liens, encumbrances and alleged interests in the Properties.  The
proceeds from the sale of both the Commercial Property and the
Residential Property will be paid into the registry of the Court
and held until further order of the Court authorizing distribution
of proceeds.

The Plan will be funded from the Debtor's available cash, the
property sales proceeds, and the registry funds.  Any payments due
on the Effective Date will be paid from funds borrowed by the
Debtor in the ordinary course of business.

A copy of the Disclosure Statement is available at:

          http://bankrupt.com/misc/txwb17-50273-48.pdf    

              About TWH Limited Partnership

TWH Limited Partnership, based in San Antonio, Texas, was formed in
November 2000 specifically for the purpose of acquiring and holding
certain real estate located in Montgomery County, Texas, from which
another entity would operate a Taipei Chinese Restaurant.  The
Debtor's general partner is Howard Hu, Inc., and the Debtor can
only act through said general partner.

The Debtor filed a Chapter 11 petition (Bankr. W.D. Tex. Case No.
17-50273) on Feb. 5, 2017.  The Hon. Craig A. Gargotta presides
over the case.  H. Anthony Hervol, Esq., at the Law Office of H.
Anthony Hervol to serves as bankruptcy counsel.

In its petition, the Debtor estimated $1 million to $10 million in
assets and $500,000 to $1 million in liabilities. The petition was
signed by Howard Y. Hu, president of Howard Hu, Inc. - general
partner.


UNIQUE PHYSIQUE: Plan Outline Okayed, Plan Hearing on Aug. 16
-------------------------------------------------------------
Unique Physique, Inc., is now a step closer to emerging from
Chapter 11 protection after a bankruptcy judge approved the outline
of its plan of reorganization.

Judge Robert Opel II of the U.S. Bankruptcy Court for the Middle
District of Pennsylvania on June 8 gave the thumbs-up to the
disclosure statement after finding that it contains "adequate
information."

The order set a July 20 deadline for creditors to file their
objections and cast their votes accepting or rejecting the plan.

A court hearing to consider confirmation of the plan is scheduled
for August 16, at 10:00 a.m.  The hearing will take place at The
Ronald Reagan Federal Building, Bankruptcy Courtroom, Third Floor,
Third and Walnut Streets, Harrisburg, Pennsylvania.

Unique Physique's restructuring plan filed on April 24 proposes to
pay creditors holding unsecured non-priority claims in full.

                     About Unique Physique

Unique Physique Inc. owns and operates Unique Physique Fitness
Center, a neighborhood gym in York.  The gym offers strength
training, cardio, yoga, pilates and more.

The Debtor filed a petition under Chapter 11 of the Bankruptcy Code
(Bankr. M.D. Pa. Case No. 16-04757) on Nov. 18, 2016.  At the time
of the filing, the Debtor estimated assets and liabilities of less
than $1 million.

Craig A. Diehl, Esq., CPA, at the Law Offices of Craig A. Diehl
serves as the Debtor's bankruptcy counsel.

On April 24, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.


US DATAWORKS: Seeks Sell Office Assets to TBB for $1.79 Million
---------------------------------------------------------------
BankruptcyData.com reported that US Dataworks filed with the U.S.
Bankruptcy Court a motion to sell estate assets free and clear of
liens and other interests. The motion explains, "Debtor moves the
Court to approve the sale of certain assets of the estate free and
clear of liens and other interests pursuant to 11 U.S.C. section
363(b). Such assets consist of machinery and equipment (if any),
office equipment and supplies, inventory (if any), and name and
goodwill. The assets of the estate excluded from the sale are
Debtor's cash. The price for the assets to be purchased is
$1,790,000, subject to certain adjustments as set forth in the APA.
Debtor proposes to sell the assets described in the APA to The
Bankers Bank, an Oklahoma banking corporation ('TBB'). TBB has the
financial wherewithal and the management capabilities to
successfully close the transaction contemplated by the APA. TBB is
a customer of the Debtor, and is intimately familiar with the
Debtor's business procedures and customers. To date, TBB has made
the only offer for the assets proposed to be sold. The APA
contemplates that other prospective purchasers may make higher or
better offers for the assets, assuming they have judicial standing
to do so."

                      About US Dataworks

US Dataworks, Inc. (otc pinksheets:UDWK) --
http://www.usdataworks.com/-- is a software and technology   
provider serving the financial services sector.  The Debtor is
headquartered in Sugar Land, Texas.  Its board of directors
currently consists of two directors -- John Penrod and Joe
Saporito.  Mr. Penrod is also the Debtor's CEO and president who
has been with the company since 2010.  Mr. Saporito is the CAO for
Rackspace Managed Hosting.  

The Debtor filed a Chapter 11 petition (Bankr. S.D. Tex. Case No.
17-32765) on May 1, 2017.  Mr. Penrod signed the petition.  At the
time of filing, the Debtor had $2.67 million in assets and $3.98
million in liabilities.

The case is assigned to Judge Jeff Bohm.  The Debtor is represented
by Wayne Kitchens, Esq., at Hughes Watters Askanase LLP.

No trustee or examiner has been appointed in the case.


VERINT SYSTEMS: Moody's Assigns Ba2 Rating to Proposed Loans
------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Verint Systems
Inc.'s proposed secured term loan and revolving debt facilities.
The new facilities will be used to refinance existing secured debt
and for general corporate purposes. Moody's also affirmed the Ba3
Corporate Family Rating, the speculative grade liquidity rating of
SGL-1, and the Ba3-PD probability of default rating. The outlook is
positive.

RATINGS RATIONALE

Verint's Ba3 rating reflects its moderately high leverage level
(approximately 4.7x at LTM April 30, 2017, pro forma for certain
one-time expenses and 3.0x net of cash on hand) which is offset by
strong free cash flow to debt metrics (approximately 15% at LTM
April 30, 2017). The ratings also reflect its strong market
positions in the workforce optimization software industry and video
and communications security systems industries. These strong
positions are bolstered by Verint's expertise in software that
analyzes unstructured data (i.e. conversations, email, chat, video
etc.) and their development of analytic software tools for specific
industries. Verint is acquisitive however and the ratings reflect
the expectation the company will continue to use a combination of
cash and occasionally debt for future acquisitions. The ratings
also reflect the "lumpiness" of the company's security business
which can swing significantly in any given reporting period. The
high leverage level is offset to some degree by the company's
strong cash position which Moody's expects will be used to fund
acquisitions.

Verint's speculative grade liquidity rating of SGL-1 indicates a
very good liquidity profile driven by cash levels, free cash flow
generating capabilities and revolver availability.

The ratings outlook is positive, reflecting the potential of long
term revenue, EBITDA and cash flow growth while maintaining
moderate financial policies. The ratings could be upgraded if the
company maintains leverage under 4.25x and free cash flow to debt
above 15% The ratings could be downgraded if leverage exceeds 5.5x
or free cash flow to debt is less than 10% on other than a
temporary basis. Consideration will be given however for unusually
strong cash positions. The ratings could be lowered if revenue,
EBITDA and free cash flow were to deteriorate, particularly if
driven by a change in market position.

Issuer: Verint Systems Inc.

Assignments:

-- Senior Secured Term Loan B, Assigned Ba2 (LGD2)

-- Senior Secured Revolving Credit Facility, Assigned Ba2 (LGD2)

Affirmations:

-- Corporate Family Rating, Affirmed Ba3

-- Probability of Default Rating, Affirmed Ba3-PD

-- Speculative Grade Liquidity Rating, Affirmed SGL-1

Outlook Actions:

-- Outlook, Remains Positive

The principal methodology used in these ratings was Software
Industry published in December 2015.

Verint Systems Inc., headquartered in Melville, NY, is a leading
provider of analytic software and related products for the
workforce optimization and customer engagement software industry,
and video intelligence, communications and cyber security systems
industries. Verint had revenues of $1.1 billion for the twelve
months ended April 30, 2017.


WELLMAN DYNAMICS MACHINING: Wants to Use Cash Through Sept. 30
--------------------------------------------------------------
Wellman Dynamics Machining & Assembly Inc., seeks authorization
from the U.S. Bankruptcy Court for the Southern District of Iowa
for the continued use of cash collateral through and including the
week ending Sept. 30, 2017.

Pursuant to the Court's Order entered on Oct. 17, 2016, the
Debtor's case was jointly administered with the cases of its
affiliates Fansteel, Inc. and Wellman Dynamics Corporation, under
the lead case of Fansteel.  Subsequently, on May 24, 2017, the
Court entered an Order vacating its prior Order granting joint
administration and discontinuing the joint administration of the
Debtors' cases.

The Court, pursuant to an Order entered On Jan. 5, 2017, permitted
the Debtors' to continued use of cash collateral through Feb. 13,
provided that the Debtors reserve and set aside (a) $1,200,000
representing the customer pre-payments already received; (b) the
Restricted Deposits received from and after the date of the Court's
order unless use is authorized by Court Order; and (c) the monthly
payment amount to FMRI related to expenses arising due to
environmental issues unless payment(s) is authorized by further
Court Order.

Subsequently, on Feb. 6, 2017, the Debtors sought the Court's
approval to obtain credit for the Restricted Deposits made to the
Debtors by Sikorsky Aircraft Corporation.  But this was objected to
by the Committee and TCTM Financial FS.  The hearing on the
Debtors' use of cash collateral was scheduled for Feb. 16.
However, by agreement of the parties, the hearing was deferred as
the Parties consented to the Debtors' use of cash collateral for
four additional weeks or through March 17, under the similar terms
of the Court's January 5, 2017 Order.

In addition, the Parties agreed that any Restricted Deposits
received by the Debtors would be set aside and used for payment of
professional fees only upon entry of a Court Order approving same
from and after the date of the statements made in open Court on
Feb. 16 and 17 until March 16.

The Parties further agreed that the Debtors were authorized to pay,
from the Restricted Deposits, the $60,000 initial deposit to
Huntington Bank for its continued due diligence analysis in
connection with Huntington Bank's financing proposal.

Subsequently, on March 13, 2017, the Debtors filed an Emergency
Motion, seeking authority to use an additional $90,000 of the
Restricted Deposits. The Committee and TCTM Financial filed their
objections to the Debtors' Motion.  Consequently, on March 28, the
Debtors, the Committee, and TCTM Financial entered into and filed a
Stipulation and Consent Order, which provided, among other things,
authorization for the Debtors to use cash collateral through April
28, 2017, and which date was subsequently extended through May 12.

Then, on May 11, 2017, the Court inked its approval of the
Stipulation and Consent Order filed by the Parties, which, among
other things, authorize the Debtors to continued use of cash
collateral through June 30.

Accordingly, WDMA now seeks authorization for continued us of cash
collateral and is currently working on a budget ending Sept. 30,
2017, under the Stipulation.  The Debtor plans to circulate the
budget to counsel for the Committee and counsel for TCTM Financial
for input.  The Debtor hopes to receive responses regarding the
budget on or before June 22, 2017.

A full-text copy of the Debtor's Motion, dated June 15, 2017, is
available at http://tinyurl.com/ybvm5jlz

                   About Fansteel and Affiliates

Headquartered in Creston, Iowa, Fansteel, Inc., operates four
business units at four locations in the USA and one in Mexico with
a workforce of more than 600 employees.  Fansteel generated
approximately $87.4 million in revenue in 2015 on a consolidated
basis.  Wellman Dynamics Corporation contributed 67% of Fansteel's
sales.  The rest of the sales are generated from Intercast, a
division of Fansteel, and other non-debtor subsidiaries.

Fansteel, Inc., Wellman Dynamics Corporation, and Wellman Dynamics
Machinery & Assembly, Inc., filed Chapter 11 petitions (Bankr. S.D.
Iowa Case Nos. 16-01823, 16-01825 and 16-01827) on Sept. 13, 2016.
The petitions were signed by Jim Mahoney, CEO.  The cases are
assigned to Judge Anita L. Shodeen.  The Debtors disclosed total
assets of $32.9 million and total debt of $41.97 million.

The Debtors tapped Jeffrey D. Goetz, Esq., and Krystal R.
Mikkilineni, Esq., at Bradshaw, Fowler, Proctor & Fairgrave, P.C.,
as counsel; RSM US LLP as tax advisor; Jeffrey Sands and Dorset
Partners, LLC as business broker; and Mark J. Steger, Esq. at the
Clark Hill Law Firm as Environmental Counsel.

The Debtors filed motions to jointly administer the cases pursuant
to Bankruptcy Rule 1015(b), and the Court entered an Order
authorizing joint administration on Oct. 17, 2016.  The Court
subsequently entered an Order on May 24, 2017 vacating its prior
Order granting joint administration and discontinuing the joint
administration of the Debtors' cases under the lead case of
Fansteel.

The U.S. Trustee for Region 12 on Sept. 23, 2016, appointed nine
creditors of Fansteel Inc. to serve on the official committee of
unsecured creditors.  The Official Committee retained Morris
Anderson & Associates, Ltd., as financial advisor, and Archer &
Greiner, P.C. and Nyemaster Goode, P.C., as counsel.

The Troubled Company Reporter has earlier reported that the U.S.
trustee for Region 12 announced that the nine-member unsecured
creditors' committee of Fansteel, Inc., will no longer serve as the
official committee in the company's Chapter 11 case.  The
bankruptcy watchdog added that it will be reconstituted as the
official committee of unsecured creditors in the Chapter 11 cases
of Wellman Dynamics Corp. and Wellman Dynamics Machinery &
Assembly, Inc.  In a filing March 22, 2017, the U.S. trustee
disclosed that a new creditors' committee has not yet been
appointed in Fansteel's bankruptcy case.


WELLMAN DYNAMICS: Asks for Continued Access to Cash Until Sept. 30
------------------------------------------------------------------
Wellman Dynamics Corporation seeks authorization from the U.S.
Bankruptcy Court for the Southern District of Iowa for continued
use of cash collateral through and including the week ending Sept.
30, 2017.

Pursuant to the Court's Order entered on Oct. 17, 2016, the
Debtor's case was jointly administered with the cases of its
affiliates Fansteel, Inc. and Wellman Dynamics Machinery &
Assembly, Inc., under the lead case of Fansteel.  Subsequently, on
May 24, 2017, the Court entered an Order vacating its prior Order
granting joint administration and discontinuing the joint
administration of the Debtors' cases.

The Court, pursuant to its order entered On Jan. 5, 2017, permitted
the Debtors' continued use of cash collateral through Feb. 13,
2017, provided that the Debtors reserve and set aside (a)
$1,200,000 representing the customer pre-payments already received;
(b) the Restricted Deposits received from and after the date of the
Court's order; and (c) the monthly payment amount to FMRI related
to expenses arising due to environmental issues unless payment(s)
is authorized by further Court Order.

Subsequently, on Feb. 6, 2017, the Debtors sought the Court's
approval to obtain credit for the Restricted Deposits made to the
Debtors by Sikorsky Aircraft Corporation.  But this was objected to
by the Committee and TCTM Financial FS.  The hearing on the
Debtors' use of cash collateral was scheduled for February 16.
However, by agreement of the parties, the hearing was deferred as
the Parties consented to the Debtors' use of cash collateral for
four additional weeks or through March 17, 2017, under the similar
terms of the Court's Jan. 5, 2017 Order.

In addition, the Parties agreed that any Restricted Deposits
received by the Debtors would be set aside and used for payment of
professional fees only upon entry of a Court Order approving same
from and after the date of the statements made in open Court on
Feb. 16 and 17 until March 16.   The Parties further agreed that
the Debtors were authorized to pay, from the Restricted Deposits,
the $60,000 initial deposit to Huntington Bank for its continued
due diligence analysis in connection with Huntington Bank's
financing proposal.

Subsequently, on March 13, 2017, the Debtors filed an Emergency
Motion, seeking authority to use an additional $90,000 of the
Restricted Deposits.  The Committee and TCTM Financial filed their
objections to the Debtors' Motion.  Consequently, on March 28, the
Debtors, the Committee, and TCTM Financial entered into and filed a
Stipulation and Consent Order, which provided, among other things,
authorization for the Debtors to use cash collateral through April
28, and which date was subsequently extended through May 12.

Then, on May 11, 2017, the Court inked its approval on the
Stipulation and Consent Order filed by the Parties, which, among
other things, authorize the Debtors to continue use of cash
collateral through June 30.

Accordingly, WDC now seeks authorization for continued us of cash
collateral and is currently working on a budget ending Sept. 30,
2017.  The Debtor plans to circulate the budget to counsel for the
Committee and counsel for TCTM Financial for input.  The Debtor
hopes to receive responses regarding the budget on or before June
22, 2017.

A full-text copy of the Debtor's Motion, dated June 15, 2017, is
available at http://tinyurl.com/yavy9mtp

                   About Fansteel and Affiliates

Headquartered in Creston, Iowa, Fansteel, Inc., operates four
business units at four locations in the USA and one in Mexico with
a workforce of more than 600 employees.  Fansteel generated
approximately $87.4 million in revenue in 2015 on a consolidated
basis.  Wellman Dynamics Corporation contributed 67% of Fansteel's
sales.  The rest of the sales are generated from Intercast, a
division of Fansteel, and other non-debtor subsidiaries.

Fansteel, Inc., Wellman Dynamics Corporation, and Wellman Dynamics
Machinery & Assembly, Inc., filed Chapter 11 petitions (Bankr. S.D.
Iowa Case Nos. 16-01823, 16-01825 and 16-01827) on Sept. 13, 2016.
The petitions were signed by Jim Mahoney, CEO.  The cases are
assigned to Judge Anita L. Shodeen.  The Debtors disclosed total
assets of $32.9 million and total debt of $41.97 million.

The Debtors tapped Jeffrey D. Goetz, Esq., and Krystal R.
Mikkilineni, Esq., at Bradshaw, Fowler, Proctor & Fairgrave, P.C.,
as counsel; RSM US LLP as tax advisor; Jeffrey Sands and Dorset
Partners, LLC as business broker; and Mark J. Steger, Esq. at the
Clark Hill Law Firm as Environmental Counsel.

The Debtors filed motions to jointly administer the cases pursuant
to Bankruptcy Rule 1015(b), and the Court entered an Order
authorizing joint administration on Oct. 17, 2016.  The Court
subsequently entered an Order on May 24, 2017 vacating its prior
Order granting joint administration and discontinuing the joint
administration of the Debtors' cases under the lead case of
Fansteel.

The U.S. Trustee for Region 12 on Sept. 23, 2016, appointed nine
creditors of Fansteel Inc. to serve on the official committee of
unsecured creditors.  The Official Committee retained Morris
Anderson & Associates, Ltd., as financial advisor, and Archer &
Greiner, P.C. and Nyemaster Goode, P.C., as counsel.

The Troubled Company Reporter has earlier reported that the U.S.
trustee for Region 12 announced that the nine-member unsecured
creditors' committee of Fansteel, Inc., will no longer serve as the
official committee in the company's Chapter 11 case.  The
bankruptcy watchdog added that it will be reconstituted as the
official committee of unsecured creditors in the Chapter 11 cases
of Wellman Dynamics Corp. and Wellman Dynamics Machinery &
Assembly, Inc.  In a filing March 22, 2017, the U.S. trustee
disclosed that a new creditors' committee has not yet been
appointed in Fansteel's bankruptcy case.


ZERO GRAVITY: Crowe Horwath LLP Casts Going Concern Doubt
---------------------------------------------------------
Zero Gravity Solutions, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, disclosing a
net loss of $6.96 million on $218,166 of total revenue for the year
ended December 31, 2016, compared with net loss of $4.90 million on
$137,362 of total revenue for the year ended December 31, 2015.

Crowe Horwath LLP in Denver, Colo., states that the Company has a
limited operating history, it has incurred recurring losses from
operations, a working capital deficit and an accumulated deficit as
of December 31, 2016. These factors raise substantial doubt about
the Company's ability to continue as a going concern.

At December 31, 2016, the Company had total assets of $1.07
million, total liabilities of $1.26 million, all current, and
$188,545 in total stockholders' deficit.

A full-text copy of the Form 10-K is available at:

                  http://bit.ly/2tBFXuQ

Based in Boca Raton, Fla., Zero Gravity Solutions, Inc., a Nevada
corporation, is an agricultural based biotechnology company focused
on commercializing technology derived from, and designed for long
term spaceflight and planetary colonization with significant
applications to agriculture on Earth.  The Company's segments
include BAM-FX and Directed Selection.  BAM-FX is an ionic
micro-nutrient delivery system for food crops.  It is a formulation
of zinc and copper in a precise ratio used to treat plant mineral
deficiencies by providing a delivery system to move mineral ions to
the mineral deficient areas in plants.  Directed Selection relates
to the production and alteration of a range of stem cells with
characteristics in the prolonged zero/micro gravity environment of
the International Space Station.


[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
                                                Total
                                               Share-      Total
                                    Total    Holders'    Working
                                   Assets      Equity    Capital
  Company         Ticker             ($MM)       ($MM)      ($MM)
  -------         ------           ------    --------    -------
ABSOLUTE SOFTWRE  ALSWF US           93.1       (50.1)     (33.4)
ABSOLUTE SOFTWRE  OU1 GR             93.1       (50.1)     (33.4)
ABSOLUTE SOFTWRE  ABT CN             93.1       (50.1)     (33.4)
ABSOLUTE SOFTWRE  ABT2EUR EU         93.1       (50.1)     (33.4)
ADVANCEPIERRE FO  APFH US         1,279.8      (281.1)     218.4
ADVANCEPIERRE FO  APFHEUR EU      1,279.8      (281.1)     218.4
ADVANCEPIERRE FO  1AC GR          1,279.8      (281.1)     218.4
AMER RESTAUR-LP   ICTPU US           33.5        (4.0)      (6.2)
APPIAN CORP       APPN US            96.5       (11.8)      12.9
APPIAN CORP       910 GR             96.5       (11.8)      12.9
APPIAN CORP       910 QT             96.5       (11.8)      12.9
ASPEN TECHNOLOGY  AZPN US           244.0      (249.5)    (280.2)
ASPEN TECHNOLOGY  AST GR            244.0      (249.5)    (280.2)
ASPEN TECHNOLOGY  AST TH            244.0      (249.5)    (280.2)
ASPEN TECHNOLOGY  AZPNEUR EU        244.0      (249.5)    (280.2)
AUTOZONE INC      AZO US          9,028.3    (1,714.2)    (286.3)
AUTOZONE INC      AZ5 TH          9,028.3    (1,714.2)    (286.3)
AUTOZONE INC      AZ5 GR          9,028.3    (1,714.2)    (286.3)
AUTOZONE INC      AZOEUR EU       9,028.3    (1,714.2)    (286.3)
AUTOZONE INC      AZ5 QT          9,028.3    (1,714.2)    (286.3)
AVID TECHNOLOGY   AVID US           250.4      (268.9)     (81.7)
AVID TECHNOLOGY   AVD GR            250.4      (268.9)     (81.7)
AVON - BDR        AVON34 BZ       3,426.2      (358.2)     498.0
AVON PRODUCTS     AVP US          3,426.2      (358.2)     498.0
AVON PRODUCTS     AVP TH          3,426.2      (358.2)     498.0
AVON PRODUCTS     AVP* MM         3,426.2      (358.2)     498.0
AVON PRODUCTS     AVP GR          3,426.2      (358.2)     498.0
AVON PRODUCTS     AVP CI          3,426.2      (358.2)     498.0
AVON PRODUCTS     AVP1EUR EU      3,426.2      (358.2)     498.0
AXIM BIOTECHNOLO  AXIM US             0.8        (2.9)      (2.1)
BENEFITFOCUS INC  BNFT US           172.0       (34.2)      18.2
BENEFITFOCUS INC  BTF GR            172.0       (34.2)      18.2
BLUE BIRD CORP    BLBD US           309.3       (82.2)       8.9
BOMBARDIER INC-B  BBDBN MM       23,112.0    (3,555.0)   1,258.0
BOMBARDIER-B OLD  BBDYB BB       23,112.0    (3,555.0)   1,258.0
BOMBARDIER-B W/I  BBD/W CN       23,112.0    (3,555.0)   1,258.0
BONANZA CREEK EN  BCEI US         1,135.2       (73.8)    (160.1)
BONANZA CREEK EN  BCEI1EUR EU     1,135.2       (73.8)    (160.1)
BONANZA CREEK EN  B2CN GR         1,135.2       (73.8)    (160.1)
BRINKER INTL      EAT US          1,403.1      (498.7)    (289.1)
BRINKER INTL      BKJ GR          1,403.1      (498.7)    (289.1)
BRINKER INTL      EAT2EUR EU      1,403.1      (498.7)    (289.1)
BROOKFIELD REAL   BRE CN             99.6       (33.1)       1.6
BUFFALO COAL COR  BUC SJ             51.5       (21.4)     (19.6)
BURLINGTON STORE  BURL US         2,558.9       (40.9)     (32.6)
BURLINGTON STORE  BUI GR          2,558.9       (40.9)     (32.6)
BURLINGTON STORE  BURL* MM        2,558.9       (40.9)     (32.6)
CADIZ INC         CDZI US            62.0       (57.7)       7.1
CADIZ INC         2ZC GR             62.0       (57.7)       7.1
CAESARS ENTERTAI  CZR US         14,812.0    (1,926.0)  (3,266.0)
CAESARS ENTERTAI  C08 GR         14,812.0    (1,926.0)  (3,266.0)
CAESARS ENTERTAI  CZREUR EU      14,812.0    (1,926.0)  (3,266.0)
CALIFORNIA RESOU  CRC US          6,237.0      (447.0)    (279.0)
CALIFORNIA RESOU  1CLB GR         6,237.0      (447.0)    (279.0)
CALIFORNIA RESOU  CRCEUR EU       6,237.0      (447.0)    (279.0)
CALIFORNIA RESOU  1CL TH          6,237.0      (447.0)    (279.0)
CALIFORNIA RESOU  1CLB QT         6,237.0      (447.0)    (279.0)
CAMBIUM LEARNING  ABCD US           124.3       (58.5)     (69.7)
CAMPING WORLD-A   CWH US          1,811.9        (2.9)     332.2
CAMPING WORLD-A   C83 GR          1,811.9        (2.9)     332.2
CAMPING WORLD-A   CWHEUR EU       1,811.9        (2.9)     332.2
CARDCONNECT CORP  CCN US            168.8        (3.4)      21.3
CARDCONNECT CORP  55C GR            168.8        (3.4)      21.3
CARDCONNECT CORP  CCNEUR EU         168.8        (3.4)      21.3
CASELLA WASTE     WA3 GR            621.2       (23.2)       3.3
CASELLA WASTE     CWST US           621.2       (23.2)       3.3
CASELLA WASTE     CWSTEUR EU        621.2       (23.2)       3.3
CEDAR FAIR LP     FUN US          1,958.3       (47.6)    (105.4)
CEDAR FAIR LP     7CF GR          1,958.3       (47.6)    (105.4)
CHESAPEAKE ENERG  CHK US         11,699.0    (1,203.0)  (1,428.0)
CHESAPEAKE ENERG  CS1 GR         11,699.0    (1,203.0)  (1,428.0)
CHESAPEAKE ENERG  CS1 TH         11,699.0    (1,203.0)  (1,428.0)
CHESAPEAKE ENERG  CHK* MM        11,699.0    (1,203.0)  (1,428.0)
CHESAPEAKE ENERG  CS1 QT         11,699.0    (1,203.0)  (1,428.0)
CHESAPEAKE ENERG  CHKEUR EU      11,699.0    (1,203.0)  (1,428.0)
CHOICE HOTELS     CZH GR            904.1      (292.5)      68.8
CHOICE HOTELS     CHH US            904.1      (292.5)      68.8
CINCINNATI BELL   CBB US          1,474.0      (127.4)       9.3
CINCINNATI BELL   CIB1 GR         1,474.0      (127.4)       9.3
CINCINNATI BELL   CBBEUR EU       1,474.0      (127.4)       9.3
CLEAR CHANNEL-A   C7C GR          5,386.4    (1,234.5)     339.9
CLEAR CHANNEL-A   CCO US          5,386.4    (1,234.5)     339.9
CLIFFS NATURAL R  CVA GR          1,925.7      (703.0)     503.9
CLIFFS NATURAL R  CVA TH          1,925.7      (703.0)     503.9
CLIFFS NATURAL R  CLF US          1,925.7      (703.0)     503.9
CLIFFS NATURAL R  CLF* MM         1,925.7      (703.0)     503.9
CLIFFS NATURAL R  CLF2EUR EU      1,925.7      (703.0)     503.9
COGENT COMMUNICA  CCOI US           732.7       (63.6)     248.6
COGENT COMMUNICA  OGM1 GR           732.7       (63.6)     248.6
COLGATE-BDR       COLG34 BZ      12,448.0        (5.0)     787.0
COLGATE-PALMOLIV  CL US          12,448.0        (5.0)     787.0
COLGATE-PALMOLIV  CPA GR         12,448.0        (5.0)     787.0
COLGATE-PALMOLIV  CL SW          12,448.0        (5.0)     787.0
COLGATE-PALMOLIV  CL* MM         12,448.0        (5.0)     787.0
COLGATE-PALMOLIV  CLEUR EU       12,448.0        (5.0)     787.0
COLGATE-PALMOLIV  CLCHF EU       12,448.0        (5.0)     787.0
COLGATE-PALMOLIV  CL EU          12,448.0        (5.0)     787.0
COLGATE-PALMOLIV  CPA TH         12,448.0        (5.0)     787.0
COLGATE-PALMOLIV  CPA QT         12,448.0        (5.0)     787.0
COLGATE-PALMOLIV  CLUSD SW       12,448.0        (5.0)     787.0
CPI CARD GROUP I  PMTS CN           261.8      (101.9)      52.1
DELEK LOGISTICS   D6L GR            413.6       (19.0)       8.6
DELEK LOGISTICS   DKL US            413.6       (19.0)       8.6
DELRAND RESOURCE  DRN SJ              0.1        (2.2)      (0.8)
DENNY'S CORP      DE8 GR            308.2       (64.7)     (45.5)
DENNY'S CORP      DENN US           308.2       (64.7)     (45.5)
DOMINO'S PIZZA    EZV TH            742.5    (1,853.7)     159.2
DOMINO'S PIZZA    EZV GR            742.5    (1,853.7)     159.2
DOMINO'S PIZZA    DPZ US            742.5    (1,853.7)     159.2
DOMINO'S PIZZA    EZV QT            742.5    (1,853.7)     159.2
DUN & BRADSTREET  DB5 GR          2,279.3      (979.5)    (139.6)
DUN & BRADSTREET  DB5 TH          2,279.3      (979.5)    (139.6)
DUN & BRADSTREET  DNB US          2,279.3      (979.5)    (139.6)
DUN & BRADSTREET  DNB1EUR EU      2,279.3      (979.5)    (139.6)
DUNKIN' BRANDS G  2DB GR          3,196.1      (119.0)     218.1
DUNKIN' BRANDS G  DNKN US         3,196.1      (119.0)     218.1
DUNKIN' BRANDS G  2DB TH          3,196.1      (119.0)     218.1
DUNKIN' BRANDS G  DNKNEUR EU      3,196.1      (119.0)     218.1
EIGHT DRAGONS CO  EDRG US             -          (0.0)      (0.0)
ERIN ENERGY CORP  ERN SJ            287.4      (250.8)    (277.5)
EVERI HOLDINGS I  EVRI US         1,320.5      (109.6)       4.1
EVERI HOLDINGS I  G2C TH          1,320.5      (109.6)       4.1
EVERI HOLDINGS I  G2C GR          1,320.5      (109.6)       4.1
EVERI HOLDINGS I  EVRIEUR EU      1,320.5      (109.6)       4.1
FAIRPOINT COMMUN  FRP US          1,197.9       (74.0)      15.6
FAIRPOINT COMMUN  FONN GR         1,197.9       (74.0)      15.6
FERRELLGAS-LP     FEG GR          1,679.3      (703.5)     (26.2)
FERRELLGAS-LP     FGP US          1,679.3      (703.5)     (26.2)
FIFTH STREET ASS  FSAM US           191.2        (1.7)       -
FIFTH STREET ASS  7FS TH            191.2        (1.7)       -
GAMCO INVESTO-A   GBL US            182.5      (148.1)       -
GCP APPLIED TECH  GCP US          1,077.7      (137.7)     259.3
GCP APPLIED TECH  43G GR          1,077.7      (137.7)     259.3
GCP APPLIED TECH  GCPEUR EU       1,077.7      (137.7)     259.3
GNC HOLDINGS INC  IGN GR          2,062.6       (69.2)     490.1
GNC HOLDINGS INC  GNC US          2,062.6       (69.2)     490.1
GNC HOLDINGS INC  IGN TH          2,062.6       (69.2)     490.1
GNC HOLDINGS INC  GNC1EUR EU      2,062.6       (69.2)     490.1
GOGO INC          GOGO US         1,270.1       (76.6)     348.7
GOGO INC          G0G GR          1,270.1       (76.6)     348.7
GOLD RESERVE INC  GRZ CN             47.1        (1.2)      34.4
GREEN PLAINS PAR  GPP US             93.3       (63.1)       4.3
GREEN PLAINS PAR  8GP GR             93.3       (63.1)       4.3
H&R BLOCK INC     HRB US          2,694.1       (60.9)     406.8
H&R BLOCK INC     HRB GR          2,694.1       (60.9)     406.8
H&R BLOCK INC     HRB TH          2,694.1       (60.9)     406.8
H&R BLOCK INC     HRB QT          2,694.1       (60.9)     406.8
H&R BLOCK INC     HRBEUR EU       2,694.1       (60.9)     406.8
HALOZYME THERAPE  HALO US           226.8       (58.5)     160.6
HALOZYME THERAPE  RV7 GR            226.8       (58.5)     160.6
HALOZYME THERAPE  HALOEUR EU        226.8       (58.5)     160.6
HALOZYME THERAPE  RV7 QT            226.8       (58.5)     160.6
HAMILTON LANE-A   HLNE US           207.1      (103.6)       -
HAMILTON LANE-A   HLNEEUR EU        207.1      (103.6)       -
HCA HEALTHCARE I  2BH GR         33,795.0    (5,357.0)   3,574.0
HCA HEALTHCARE I  HCA US         33,795.0    (5,357.0)   3,574.0
HCA HEALTHCARE I  2BH TH         33,795.0    (5,357.0)   3,574.0
HCA HEALTHCARE I  HCAEUR EU      33,795.0    (5,357.0)   3,574.0
HELIX TCS INC     HLIX US             0.7        (0.8)      (1.1)
HORTONWORKS INC   HDP US            220.6       (15.5)     (16.7)
HORTONWORKS INC   14K GR            220.6       (15.5)     (16.7)
HORTONWORKS INC   14K QT            220.6       (15.5)     (16.7)
HORTONWORKS INC   HDPEUR EU         220.6       (15.5)     (16.7)
HOVNANIAN-A-WI    HOV-W US        2,133.6      (133.9)   1,392.3
HP COMPANY-BDR    HPQB34 BZ      28,686.0    (3,955.0)    (302.0)
HP INC            HPQ* MM        28,686.0    (3,955.0)    (302.0)
HP INC            HPQ US         28,686.0    (3,955.0)    (302.0)
HP INC            7HP TH         28,686.0    (3,955.0)    (302.0)
HP INC            7HP GR         28,686.0    (3,955.0)    (302.0)
HP INC            HPQ TE         28,686.0    (3,955.0)    (302.0)
HP INC            HPQ CI         28,686.0    (3,955.0)    (302.0)
HP INC            HPQ SW         28,686.0    (3,955.0)    (302.0)
HP INC            HWP QT         28,686.0    (3,955.0)    (302.0)
HP INC            HPQCHF EU      28,686.0    (3,955.0)    (302.0)
HP INC            HPQUSD EU      28,686.0    (3,955.0)    (302.0)
HP INC            HPQUSD SW      28,686.0    (3,955.0)    (302.0)
HP INC            HPQEUR EU      28,686.0    (3,955.0)    (302.0)
IDEXX LABS        IDXX US         1,572.1       (73.9)     (57.5)
IDEXX LABS        IX1 GR          1,572.1       (73.9)     (57.5)
IDEXX LABS        IX1 TH          1,572.1       (73.9)     (57.5)
IDEXX LABS        IX1 QT          1,572.1       (73.9)     (57.5)
IDEXX LABS        IDXX AV         1,572.1       (73.9)     (57.5)
IMMUNOGEN INC     IMU GR            163.3      (167.5)     101.8
IMMUNOGEN INC     IMGN US           163.3      (167.5)     101.8
IMMUNOGEN INC     IMU TH            163.3      (167.5)     101.8
IMMUNOGEN INC     IMU QT            163.3      (167.5)     101.8
IMMUNOGEN INC     IMGNEUR EU        163.3      (167.5)     101.8
IMMUNOMEDICS INC  IMMU US            52.7      (131.9)     (36.5)
IMMUNOMEDICS INC  IM3 GR             52.7      (131.9)     (36.5)
IMMUNOMEDICS INC  IM3 TH             52.7      (131.9)     (36.5)
IMMUNOMEDICS INC  IM3 QT             52.7      (131.9)     (36.5)
INFOR ACQUISIT-A  IAC/A CN          233.0        (5.5)       0.3
INFOR ACQUISITIO  IAC-U CN          233.0        (5.5)       0.3
INNOVIVA INC      INVA US           391.9      (334.2)     193.9
INNOVIVA INC      HVE GR            391.9      (334.2)     193.9
INNOVIVA INC      INVAEUR EU        391.9      (334.2)     193.9
JACK IN THE BOX   JBX GR          1,230.9      (469.4)    (126.4)
JACK IN THE BOX   JACK US         1,230.9      (469.4)    (126.4)
JACK IN THE BOX   JACK1EUR EU     1,230.9      (469.4)    (126.4)
JACK IN THE BOX   JBX QT          1,230.9      (469.4)    (126.4)
JUST ENERGY GROU  JE US           1,238.0      (149.3)     109.1
JUST ENERGY GROU  1JE GR          1,238.0      (149.3)     109.1
JUST ENERGY GROU  JE CN           1,238.0      (149.3)     109.1
KENNADY DIAMONDS  KDI CN              4.5        (1.4)      (3.7)
KERYX BIOPHARM    KYX GR            127.7       (22.5)      97.2
KERYX BIOPHARM    KERX US           127.7       (22.5)      97.2
KERYX BIOPHARM    KYX TH            127.7       (22.5)      97.2
KERYX BIOPHARM    KERXEUR EU        127.7       (22.5)      97.2
L BRANDS INC      LTD GR          7,882.0      (835.0)   1,321.0
L BRANDS INC      LTD TH          7,882.0      (835.0)   1,321.0
L BRANDS INC      LB US           7,882.0      (835.0)   1,321.0
L BRANDS INC      LBEUR EU        7,882.0      (835.0)   1,321.0
L BRANDS INC      LB* MM          7,882.0      (835.0)   1,321.0
L BRANDS INC      LTD QT          7,882.0      (835.0)   1,321.0
LAMB WESTON       LW US           2,432.2      (650.9)     336.9
LAMB WESTON       0L5 GR          2,432.2      (650.9)     336.9
LAMB WESTON       LW-WEUR EU      2,432.2      (650.9)     336.9
LAMB WESTON       0L5 TH          2,432.2      (650.9)     336.9
LANTHEUS HOLDING  LNTH US           249.6      (101.2)      67.6
LANTHEUS HOLDING  0L8 GR            249.6      (101.2)      67.6
LENNOX INTL INC   LXI GR          1,950.6        (1.0)     148.9
LENNOX INTL INC   LII US          1,950.6        (1.0)     148.9
LENNOX INTL INC   LII1EUR EU      1,950.6        (1.0)     148.9
MADISON-A/NEW-WI  MSGN-W US         864.4      (987.0)     195.4
MANNKIND CORP     MNKD IT            85.2      (198.7)     (37.0)
MASCO CORP        MAS US          5,139.0       (59.0)   1,534.0
MASCO CORP        MSQ GR          5,139.0       (59.0)   1,534.0
MASCO CORP        MSQ TH          5,139.0       (59.0)   1,534.0
MASCO CORP        MAS* MM         5,139.0       (59.0)   1,534.0
MASCO CORP        MAS1EUR EU      5,139.0       (59.0)   1,534.0
MCDONALDS - BDR   MCDC34 BZ      32,120.3    (2,030.8)   2,686.5
MCDONALDS CORP    MDO TH         32,120.3    (2,030.8)   2,686.5
MCDONALDS CORP    MCD TE         32,120.3    (2,030.8)   2,686.5
MCDONALDS CORP    MDO GR         32,120.3    (2,030.8)   2,686.5
MCDONALDS CORP    MCD* MM        32,120.3    (2,030.8)   2,686.5
MCDONALDS CORP    MCD US         32,120.3    (2,030.8)   2,686.5
MCDONALDS CORP    MCD SW         32,120.3    (2,030.8)   2,686.5
MCDONALDS CORP    MCD CI         32,120.3    (2,030.8)   2,686.5
MCDONALDS CORP    MDO QT         32,120.3    (2,030.8)   2,686.5
MCDONALDS CORP    MCDCHF EU      32,120.3    (2,030.8)   2,686.5
MCDONALDS CORP    MCDUSD EU      32,120.3    (2,030.8)   2,686.5
MCDONALDS CORP    MCDUSD SW      32,120.3    (2,030.8)   2,686.5
MCDONALDS CORP    MCDEUR EU      32,120.3    (2,030.8)   2,686.5
MCDONALDS CORP    MCD AV         32,120.3    (2,030.8)   2,686.5
MCDONALDS-CEDEAR  MCD AR         32,120.3    (2,030.8)   2,686.5
MDC COMM-W/I      MDZ/W CN        1,626.7      (356.8)    (280.0)
MDC PARTNERS-A    MDZ/A CN        1,626.7      (356.8)    (280.0)
MDC PARTNERS-A    MDCA US         1,626.7      (356.8)    (280.0)
MDC PARTNERS-A    MD7A GR         1,626.7      (356.8)    (280.0)
MDC PARTNERS-A    MDCAEUR EU      1,626.7      (356.8)    (280.0)
MDC PARTNERS-EXC  MDZ/N CN        1,626.7      (356.8)    (280.0)
MEAD JOHNSON      MJN US          4,227.1      (392.8)   1,508.5
MEAD JOHNSON      0MJA TH         4,227.1      (392.8)   1,508.5
MEAD JOHNSON      0MJA GR         4,227.1      (392.8)   1,508.5
MEAD JOHNSON      MJNEUR EU       4,227.1      (392.8)   1,508.5
MEDLEY MANAGE-A   MDLY US           138.5       (14.5)      57.0
MERITOR INC       AID1 GR         2,536.0      (125.0)      55.0
MERITOR INC       MTOR US         2,536.0      (125.0)      55.0
MERITOR INC       MTOREUR EU      2,536.0      (125.0)      55.0
MICHAELS COS INC  MIK US          2,009.8    (1,721.9)     502.5
MICHAELS COS INC  MIM GR          2,009.8    (1,721.9)     502.5
MIRAGEN THERAPEU  MGEN US            57.8        48.0       49.7
MIRAGEN THERAPEU  1S1 GR             57.8        48.0       49.7
MIRAGEN THERAPEU  SGNLEUR EU         57.8        48.0       49.7
MONEYGRAM INTERN  MGI US          4,437.5      (199.3)     (23.5)
MONEYGRAM INTERN  9M1N GR         4,437.5      (199.3)     (23.5)
MONEYGRAM INTERN  9M1N TH         4,437.5      (199.3)     (23.5)
MONEYGRAM INTERN  MGIEUR EU       4,437.5      (199.3)     (23.5)
MOODY'S CORP      DUT GR          5,435.9      (724.2)   2,061.7
MOODY'S CORP      MCO US          5,435.9      (724.2)   2,061.7
MOODY'S CORP      DUT TH          5,435.9      (724.2)   2,061.7
MOODY'S CORP      MCOEUR EU       5,435.9      (724.2)   2,061.7
MOODY'S CORP      DUT QT          5,435.9      (724.2)   2,061.7
MOTOROLA SOLUTIO  MTLA GR         8,140.0    (1,037.0)     688.0
MOTOROLA SOLUTIO  MTLA TH         8,140.0    (1,037.0)     688.0
MOTOROLA SOLUTIO  MSI US          8,140.0    (1,037.0)     688.0
MOTOROLA SOLUTIO  MOT TE          8,140.0    (1,037.0)     688.0
MOTOROLA SOLUTIO  MSI1EUR EU      8,140.0    (1,037.0)     688.0
MSG NETWORKS- A   MSGN US           864.4      (987.0)     195.4
MSG NETWORKS- A   1M4 GR            864.4      (987.0)     195.4
MSG NETWORKS- A   1M4 TH            864.4      (987.0)     195.4
MSG NETWORKS- A   MSGNEUR EU        864.4      (987.0)     195.4
NANOSTRING TECHN  NSTG US           106.5        (3.1)      59.9
NANOSTRING TECHN  0F1 GR            106.5        (3.1)      59.9
NANOSTRING TECHN  NSTGEUR EU        106.5        (3.1)      59.9
NATHANS FAMOUS    NATH US            78.1       (66.5)      56.8
NATHANS FAMOUS    NFA GR             78.1       (66.5)      56.8
NATIONAL CINEMED  XWM GR          1,151.9       (54.1)      92.9
NATIONAL CINEMED  NCMI US         1,151.9       (54.1)      92.9
NATIONAL CINEMED  NCMIEUR EU      1,151.9       (54.1)      92.9
NAVISTAR INTL     IHR GR          5,952.0    (5,127.0)     825.0
NAVISTAR INTL     NAV US          5,952.0    (5,127.0)     825.0
NAVISTAR INTL     IHR TH          5,952.0    (5,127.0)     825.0
NAVISTAR INTL     IHR QT          5,952.0    (5,127.0)     825.0
NEFF CORP-CL A    NEFF US           652.7      (124.7)       1.3
NEFF CORP-CL A    NFO GR            652.7      (124.7)       1.3
NEW ENG RLTY-LP   NEN US            190.0       (33.5)       -
NYMOX PHARMACEUT  NYMX US             1.7        (1.2)      (0.2)
NYMOX PHARMACEUT  NYM GR              1.7        (1.2)      (0.2)
OCEAN THERMAL EN  TDYSD US            0.0        (1.6)      (1.6)
OMEROS CORP       3O8 GR             58.4       (48.1)      34.4
OMEROS CORP       OMER US            58.4       (48.1)      34.4
OMEROS CORP       3O8 TH             58.4       (48.1)      34.4
OMEROS CORP       OMEREUR EU         58.4       (48.1)      34.4
PENN NATL GAMING  PN1 GR          4,947.0      (540.7)     (50.0)
PENN NATL GAMING  PENN US         4,947.0      (540.7)     (50.0)
PHILIP MORRIS IN  PM1EUR EU      36,627.0   (10,557.0)   3,529.0
PHILIP MORRIS IN  PMI SW         36,627.0   (10,557.0)   3,529.0
PHILIP MORRIS IN  PM1 TE         36,627.0   (10,557.0)   3,529.0
PHILIP MORRIS IN  4I1 TH         36,627.0   (10,557.0)   3,529.0
PHILIP MORRIS IN  PM1CHF EU      36,627.0   (10,557.0)   3,529.0
PHILIP MORRIS IN  4I1 GR         36,627.0   (10,557.0)   3,529.0
PHILIP MORRIS IN  PM US          36,627.0   (10,557.0)   3,529.0
PHILIP MORRIS IN  PM FP          36,627.0   (10,557.0)   3,529.0
PHILIP MORRIS IN  PMI1 IX        36,627.0   (10,557.0)   3,529.0
PHILIP MORRIS IN  PMI EB         36,627.0   (10,557.0)   3,529.0
PHILIP MORRIS IN  4I1 QT         36,627.0   (10,557.0)   3,529.0
PINNACLE ENTERTA  PNK US          4,003.8      (351.8)     (82.3)
PINNACLE ENTERTA  65P GR          4,003.8      (351.8)     (82.3)
PITNEY BOWES INC  PBW GR          5,747.2       (46.3)    (215.3)
PITNEY BOWES INC  PBI US          5,747.2       (46.3)    (215.3)
PITNEY BOWES INC  PBW TH          5,747.2       (46.3)    (215.3)
PITNEY BOWES INC  PBIEUR EU       5,747.2       (46.3)    (215.3)
PLANET FITNESS-A  PLNT US         1,156.4      (188.0)      28.1
PLANET FITNESS-A  3PL TH          1,156.4      (188.0)      28.1
PLANET FITNESS-A  3PL GR          1,156.4      (188.0)      28.1
PLANET FITNESS-A  3PL QT          1,156.4      (188.0)      28.1
PLANET FITNESS-A  PLNT1EUR EU     1,156.4      (188.0)      28.1
PROS HOLDINGS IN  PH2 GR            210.7       (19.9)      63.0
PROS HOLDINGS IN  PRO US            210.7       (19.9)      63.0
QUANTUM CORP      QNT2 GR           225.0      (116.0)     (42.0)
QUANTUM CORP      QNT1 TH           225.0      (116.0)     (42.0)
QUANTUM CORP      QTM US            225.0      (116.0)     (42.0)
QUANTUM CORP      QTM1EUR EU        225.0      (116.0)     (42.0)
QUANTUM CORP      QNT1 QT           225.0      (116.0)     (42.0)
REATA PHARMACE-A  RETA US            88.2      (220.3)      34.5
REATA PHARMACE-A  2R3 GR             88.2      (220.3)      34.5
REATA PHARMACE-A  RETAEUR EU         88.2      (220.3)      34.5
REGAL ENTERTAI-A  RGC US          2,686.1      (826.1)      (7.6)
REGAL ENTERTAI-A  RETA GR         2,686.1      (826.1)      (7.6)
REGAL ENTERTAI-A  RGC* MM         2,686.1      (826.1)      (7.6)
RESOLUTE ENERGY   R21 GR            489.6       (75.9)     (69.6)
RESOLUTE ENERGY   REN US            489.6       (75.9)     (69.6)
RESOLUTE ENERGY   RENEUR EU         489.6       (75.9)     (69.6)
REVLON INC-A      REV US          2,999.0      (642.0)     343.1
REVLON INC-A      RVL1 GR         2,999.0      (642.0)     343.1
REVLON INC-A      RVL1 TH         2,999.0      (642.0)     343.1
REVLON INC-A      REVEUR EU       2,999.0      (642.0)     343.1
ROSETTA STONE IN  RST US            185.9        (1.0)     (58.1)
ROSETTA STONE IN  RS8 GR            185.9        (1.0)     (58.1)
ROSETTA STONE IN  RS8 TH            185.9        (1.0)     (58.1)
ROSETTA STONE IN  RST1EUR EU        185.9        (1.0)     (58.1)
RR DONNELLEY & S  DLLN GR         3,907.3      (174.1)     725.7
RR DONNELLEY & S  RRD US          3,907.3      (174.1)     725.7
RR DONNELLEY & S  DLLN TH         3,907.3      (174.1)     725.7
RR DONNELLEY & S  RRDEUR EU       3,907.3      (174.1)     725.7
RYERSON HOLDING   RYI US          1,738.9       (32.7)     676.2
RYERSON HOLDING   7RY GR          1,738.9       (32.7)     676.2
RYERSON HOLDING   7RY TH          1,738.9       (32.7)     676.2
SALLY BEAUTY HOL  SBH US          2,070.8      (320.6)     657.6
SALLY BEAUTY HOL  S7V GR          2,070.8      (320.6)     657.6
SANCHEZ ENERGY C  SN US           2,078.6       (77.6)      29.0
SANCHEZ ENERGY C  SN* MM          2,078.6       (77.6)      29.0
SANCHEZ ENERGY C  13S GR          2,078.6       (77.6)      29.0
SANCHEZ ENERGY C  13S TH          2,078.6       (77.6)      29.0
SANCHEZ ENERGY C  SNEUR EU        2,078.6       (77.6)      29.0
SBA COMM CORP     4SB GR          7,297.4    (1,916.5)      72.7
SBA COMM CORP     SBAC US         7,297.4    (1,916.5)      72.7
SBA COMM CORP     SBJ TH          7,297.4    (1,916.5)      72.7
SBA COMM CORP     SBACEUR EU      7,297.4    (1,916.5)      72.7
SCIENTIFIC GAM-A  TJW GR          7,073.2    (1,995.2)     434.7
SCIENTIFIC GAM-A  SGMS US         7,073.2    (1,995.2)     434.7
SEARS HOLDINGS    SEE GR          9,071.0    (3,527.0)     127.0
SEARS HOLDINGS    SEE TH          9,071.0    (3,527.0)     127.0
SEARS HOLDINGS    SHLD US         9,071.0    (3,527.0)     127.0
SEARS HOLDINGS    SEE QT          9,071.0    (3,527.0)     127.0
SEARS HOLDINGS    SHLDEUR EU      9,071.0    (3,527.0)     127.0
SIGA TECH INC     SIGA US           160.8      (296.1)      52.6
SILVER SPRING NE  SSNI US           449.6       (42.7)       0.7
SILVER SPRING NE  9SI GR            449.6       (42.7)       0.7
SILVER SPRING NE  9SI TH            449.6       (42.7)       0.7
SILVER SPRING NE  SSNIEUR EU        449.6       (42.7)       0.7
SIRIUS XM CANADA  XSR CN            307.0      (127.9)    (152.0)
SIRIUS XM CANADA  SIICF US          307.0      (127.9)    (152.0)
SIRIUS XM HOLDIN  SIRI US         7,931.8      (921.1)  (1,901.0)
SIRIUS XM HOLDIN  RDO TH          7,931.8      (921.1)  (1,901.0)
SIRIUS XM HOLDIN  RDO GR          7,931.8      (921.1)  (1,901.0)
SIRIUS XM HOLDIN  RDO QT          7,931.8      (921.1)  (1,901.0)
SIRIUS XM HOLDIN  SIRIEUR EU      7,931.8      (921.1)  (1,901.0)
SIRIUS XM HOLDIN  SIRI AV         7,931.8      (921.1)  (1,901.0)
SONIC CORP        SONC US           571.7      (157.7)      38.2
SONIC CORP        SO4 GR            571.7      (157.7)      38.2
SONIC CORP        SONCEUR EU        571.7      (157.7)      38.2
SOURCE ENERGY SE  SHLE CN           236.6       (62.2)      18.2
SOURCE ENERGY SE  S4O GR            236.6       (62.2)      18.2
SOURCE ENERGY SE  SHLEEUR EU        236.6       (62.2)      18.2
STRAIGHT PATH-B   STRP US            20.9       (10.2)      (7.4)
STRAIGHT PATH-B   5I0 GR             20.9       (10.2)      (7.4)
SYNTEL INC        SYNT US           443.6      (136.2)     134.5
SYNTEL INC        SYE GR            443.6      (136.2)     134.5
SYNTEL INC        SYE TH            443.6      (136.2)     134.5
SYNTEL INC        SYNT1EUR EU       443.6      (136.2)     134.5
TAILORED BRANDS   TLRD US         2,114.2      (113.6)     712.4
TAILORED BRANDS   WRMA GR         2,114.2      (113.6)     712.4
TAILORED BRANDS   TLRD* MM        2,114.2      (113.6)     712.4
TAUBMAN CENTERS   TU8 GR          4,044.9       (75.4)       -
TAUBMAN CENTERS   TCO US          4,044.9       (75.4)       -
TEMPUR SEALY INT  TPD GR          2,680.3       (11.3)      90.1
TEMPUR SEALY INT  TPX US          2,680.3       (11.3)      90.1
TOCAGEN INC       TOCA US            34.3        (1.5)      14.0
TOCAGEN INC       37T GR             34.3        (1.5)      14.0
TOCAGEN INC       TOCAEUR EU         34.3        (1.5)      14.0
TRANSDIGM GROUP   T7D GR         10,187.3    (2,038.8)   1,587.8
TRANSDIGM GROUP   TDG US         10,187.3    (2,038.8)   1,587.8
TRANSDIGM GROUP   TDG SW         10,187.3    (2,038.8)   1,587.8
TRANSDIGM GROUP   TDGCHF EU      10,187.3    (2,038.8)   1,587.8
TRANSDIGM GROUP   T7D QT         10,187.3    (2,038.8)   1,587.8
TRANSDIGM GROUP   TDGEUR EU      10,187.3    (2,038.8)   1,587.8
UBI BLOCKCHAIN I  UBIA US             0.0        (0.4)      (0.4)
ULTRA PETROLEUM   UPL US          1,699.0    (3,016.7)     331.2
ULTRA PETROLEUM   UPL1EUR EU      1,699.0    (3,016.7)     331.2
ULTRA PETROLEUM   UPM1 GR         1,699.0    (3,016.7)     331.2
UNISYS CORP       UISCHF EU       1,962.3    (1,626.7)      19.3
UNISYS CORP       UISEUR EU       1,962.3    (1,626.7)      19.3
UNISYS CORP       UIS US          1,962.3    (1,626.7)      19.3
UNISYS CORP       UIS1 SW         1,962.3    (1,626.7)      19.3
UNISYS CORP       USY1 TH         1,962.3    (1,626.7)      19.3
UNISYS CORP       USY1 GR         1,962.3    (1,626.7)      19.3
UNITI GROUP INC   UNIT US         3,280.7    (1,426.9)       -
UNITI GROUP INC   8XC GR          3,280.7    (1,426.9)       -
VALVOLINE INC     VVV US          1,907.0      (218.0)     261.0
VALVOLINE INC     0V4 GR          1,907.0      (218.0)     261.0
VALVOLINE INC     0V4 TH          1,907.0      (218.0)     261.0
VALVOLINE INC     VVVEUR EU       1,907.0      (218.0)     261.0
VECTOR GROUP LTD  VGR GR          1,387.1      (264.3)     469.4
VECTOR GROUP LTD  VGR US          1,387.1      (264.3)     469.4
VECTOR GROUP LTD  VGR QT          1,387.1      (264.3)     469.4
VERISIGN INC      VRS TH          2,315.5    (1,187.7)     317.8
VERISIGN INC      VRS GR          2,315.5    (1,187.7)     317.8
VERISIGN INC      VRSN US         2,315.5    (1,187.7)     317.8
VERISIGN INC      VRSNEUR EU      2,315.5    (1,187.7)     317.8
VERSUM MATER      VSM US          1,120.0       (61.7)     388.9
VERSUM MATER      2V1 GR          1,120.0       (61.7)     388.9
VERSUM MATER      VSMEUR EU       1,120.0       (61.7)     388.9
VERSUM MATER      2V1 TH          1,120.0       (61.7)     388.9
VIEWRAY INC       VRAY US            90.8       (27.0)      34.6
VIEWRAY INC       6L9 GR             90.8       (27.0)      34.6
VIEWRAY INC       VRAYEUR EU         90.8       (27.0)      34.6
WEIGHT WATCHERS   WTW US          1,301.0    (1,185.2)     (33.3)
WEIGHT WATCHERS   WW6 GR          1,301.0    (1,185.2)     (33.3)
WEIGHT WATCHERS   WW6 TH          1,301.0    (1,185.2)     (33.3)
WEIGHT WATCHERS   WTWEUR EU       1,301.0    (1,185.2)     (33.3)
WEIGHT WATCHERS   WW6 QT          1,301.0    (1,185.2)     (33.3)
WELBILT INC       WBT US          1,837.1       (26.3)      94.8
WELBILT INC       6M6 GR          1,837.1       (26.3)      94.8
WELBILT INC       MFS1EUR EU      1,837.1       (26.3)      94.8
WEST CORP         WSTC US         3,456.0      (390.6)     243.4
WEST CORP         WT2 GR          3,456.0      (390.6)     243.4
WIDEOPENWEST INC  WOW US          2,661.6      (645.2)     (33.7)
WIDEOPENWEST INC  WU5 GR          2,661.6      (645.2)     (33.7)
WIDEOPENWEST INC  WOW1EUR EU      2,661.6      (645.2)     (33.7)
WINGSTOP INC      WING US           113.2       (67.3)      (3.5)
WINGSTOP INC      EWG GR            113.2       (67.3)      (3.5)
WINMARK CORP      WINA US            47.4        (2.3)      12.4
WINMARK CORP      GBZ GR             47.4        (2.3)      12.4
WORKIVA INC       WK US             139.8        (5.0)      (2.5)
WORKIVA INC       0WKA GR           139.8        (5.0)      (2.5)
YRC WORLDWIDE IN  YRCW US         1,727.9      (438.0)     243.7
YRC WORLDWIDE IN  YEL1 GR         1,727.9      (438.0)     243.7
YRC WORLDWIDE IN  YEL1 TH         1,727.9      (438.0)     243.7
YRC WORLDWIDE IN  YEL1 QT         1,727.9      (438.0)     243.7
YRC WORLDWIDE IN  YRCWEUR EU      1,727.9      (438.0)     243.7
YUM! BRANDS INC   YUM US          5,151.0    (5,812.0)    (281.0)
YUM! BRANDS INC   TGR GR          5,151.0    (5,812.0)    (281.0)
YUM! BRANDS INC   TGR TH          5,151.0    (5,812.0)    (281.0)
YUM! BRANDS INC   YUMEUR EU       5,151.0    (5,812.0)    (281.0)
YUM! BRANDS INC   TGR QT          5,151.0    (5,812.0)    (281.0)
YUM! BRANDS INC   YUMCHF EU       5,151.0    (5,812.0)    (281.0)
YUM! BRANDS INC   YUM SW          5,151.0    (5,812.0)    (281.0)
YUM! BRANDS INC   YUMUSD SW       5,151.0    (5,812.0)    (281.0)
YUM! BRANDS INC   YUMUSD EU       5,151.0    (5,812.0)    (281.0)


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
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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.

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                   *** End of Transmission ***