TCR_Public/170622.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, June 22, 2017, Vol. 21, No. 172

                            Headlines

1168 LIBERTY: Wants To Use $12,200 of JPMorgan's & NY City's Cash
186-14 WILLIAMSON: Unsecureds to Get 100% Under Plan
23 FARMS LLC: Has Access to Regions Cash Collateral Until July 13
72 FASHION: Wants to Use $16.3K of JPM, NYC Cash Collateral
A-OK ENTERPRISES: Has Deal to Use Simmons Cash Collateral

ADAMIS PHARMACEUTICALS: FDA OKs Epinephrine Pre-Filled Syringe
ALCOA CORP: S&P Revises Outlook to Pos. & Affirms 'BB-' CCR
ALLEN CONSTRUCTION: K. Haley to Handle 3 More Civil Cases
ALLIANCE ONE: Incurs $62.9 Million Net Loss in Fiscal 2017
ALLY FINANCIAL: Copy of Presentation at Morgan Stanley Conference

AM CASTLE: Has $85 Million of DIP Financing From PNC Bank
AM CASTLE: Seeks Approval to Use Cash Collateral
AM CASTLE: Wants to Maintain Existing Insurance Programs
ARMATO PAVING: Laborers' Pension & Local 731 Funds to Get $90,000
ATLANTIC & PACIFIC: Getty Buying Gas Stations for $134K

BEAR CREEK: Conditionally OK'd Disclosures; Plan Hearing on July 12
BING ENERGY: Unsecureds to Recover 5% Under Plan
BLUE DOG AT 399: Seeks to Amend Ruling on Seyfarth Employment
BOWLMOR AMF: S&P Affirms 'B' CCR Amid Acquisition by Atairos
C & R EVENTS: Creditors to be Paid with Proceeds of Loans from N&F

C-LEVELED LLC: Unsecureds to Get 88.5% Over 7 Yrs., No Interest
CARRANO AIRCONTRACTING: Taps Savo Schalk as Legal Counsel
CARRINGTON FARMS: May Use Cash Collateral Until July 31
CARROLS RESTAURANT: Moody's Rates Proposed $50MM Sr. Sec. Notes B3
CARROLS RESTAURANT: S&P Revises Outlook to Neg. & Affirms 'B' CCR

CDR STRAINERS: Unsecureds to be Paid from Net Profits Until 7 Yrs.
CHINA COMMERCIAL: Amends Prospectus for $30 Million Offering
CINRAM GROUP: Claims Filing Deadline Set for July 25
COBALT INTERNATIONAL: TOTAL Cancels Management Agreement
COBALT INTERNATIONAL: Will Effect 1-for-15 Reverse Stock Split

CORONADO GROUP: S&P Raises Rating on Term Loan to 'B+'
CRAPP FARMS: Committee Taps Goldstein & McClintock as Counsel
CRISTALEX INC: Unsecureds to Recover 2.21% Under Plan
CRYSTAL LAKE GOLF: May Use Cash Collateral Through June 28
CTI BIOPHARMA: Will Conduct Future 'Say-on-Pay' Votes Annually

DAWSON INTERNATIONAL: Plan Exclusivity Period Extended to Sept. 20
DIRECTBUY HOLDINGS: Seeks Dismissal of Chapter 11 Proceeding
DOWLING COLLEGE: Princeton Buying Oakdale Campus F&E for $90K
DYNCORP INT'L: S&P Raises CCR to B- & 1st Lien Debt Rating to B+
ENRIZON WORLDWIDE: Hires Larry Strauss as Tax Accountant

ESPLANADE HL: Exclusive Plan Filing Deadline Extended Until Aug. 15
ESSAR STEEL: Exclusive Plan Filing Deadline Moved to Oct. 31
FAIRFIELD CASTINGS: GemCap to Hold Public Auction on June 28
FARMACIA BRISAS: Hires Gratacos Law Firm as Counsel
FINJAN HOLDINGS: Executives Land on Leading IP Strategists List

FIRST QUALITY: S&P Assigns 'BB-' Rating on $500MM Sr. Unsec. Notes
FIRST WIVES: Wants Exclusive Plan Filing Extended to Sept. 19
GENESIS HEALTHCARE: Moody's Affirms Ba2 Rating, Outlook Stable
GENON ENERGY: NRG to Post $710M Loss from Discontinued Operations
GMC LIQUIDATION: Holders of Subordinated Claims to Recoup 0%

GO YE VILLAGE: Debtor Counsel Transfers to Committee's Law Firm
GRAND REGENCY: Case Summary & 5 Unsecured Creditors
GREAT BASIN: Amends Prospectus for 8.2 Million Shares Offering
GREENVILLE DOUGH: Taps DeMarco Mitchell as Counsel
GULFMARK OFFSHORE: Court Approves Restructuring Support Agreement

HARRY WOODWARD: Foster and Kelly Buying Olympia Property for $90K
HELICRAFT HOLDINGS: Court Denies Approval of Plan Outline
HOUSE OF PRAYER: Has Until Aug. 7 to File Plan & Disclosures
IGNITE RESTAURANT: Seeks OK of $306K Key Employee Retention Plan
IMMUCOR INC: S&P Affirms 'CCC+' CCR & Revises Outlook to Developing

INTRAWEST RESORTS: S&P Affirms 'B' CCR; Outlook Positive
INVERSIONES CESAR: Taps Lugo Mender Group as Legal Counsel
IPROPERTY SOLUTIONS: Edge Capital to Auction Lot on July 21
JAT SYSTEMS: Taps Bass Berry as Legal Counsel
JT TRANSIT: Disclosures Has Conditional OK; Plan Hearing on July 17

JUAN PABLO ZENTENO: RMZ Buying Los Angeles Properties for $750K
KAISER GYPSUM: Claims Bar Date Set for September 13
KEELER'S MEDICAL: Taps Bailey & Busey as Legal Counsel
KOFAX INC: S&P Affirms 'B' CCR & Revises Outlook to Negative
KOMODIDAD DISTRIBUTORS: Hires Fernandez Collins as Special Counsel

LEXMARK INTERNATIONAL: Fitch Cuts LT Issuer Default Rating to BB
LILBURN BRADEN: Gwinnett, Ga. Lots Up for July 5 Auction
LIQUIDNET HOLDINGS: Moody's Ups CFR to B1 & Revises Outlook to Pos
LOUISIANA CRANE: Sterling National Objects to Plan & Disclosures
LTD MANAGEMENT: Hires Deshaies Law as Counsel

LTD MANAGEMENT: Wants to Use TD Bank's Cash Collateral
MAKO ONE: Case Summary & Largest Unsecured Creditors
MARSH SUPERMARKETS: Liquidation Sales at 29 Stores Begin
MAXUS ENERGY: Mariana Buying Five Brownfields for $21M
MERRIMACK PHARMACEUTICALS: CEO Peters to Act as Finance Chief

MERRIMACK PHARMACEUTICALS: Will Hold Annual Meeting on Aug. 11
MINDEN AIR: Exclusivity Periods Extended Through August
MOIN LLC: Disclosures OK'd; Plan Confirmation Hearing on July 18
MOTORS LIQUIDATION: Insurers Liable to Pre-1972 Asbestos Claims
NAKED BRAND: Has $3.18 Million Net Loss in April 30 Quarter

NEW MEDIA: Moody's Affirms B2 CFR & Rates New 1st Lien Loans B2
OASIS MOVING: Taps Timothy P. Thomas as Legal Counsel
ORANGE PEEL: Hearing on Plan Outline Set for July 12
ORIGINAL SOUPMAN: Has $2 Million DIP Term Loan
PARADISE MEDSPA: Dr. Rebecca Weiss to Contribute $30K Under Plan

PARAGON SHIPPING: Three Proposal Approved at Annual Meeting
PAYLESS HOLDINGS: Plan Confirmation Hearing Set for July 24
PERFORMANT FINANCIAL: S&P Lowers CCR to 'CCC'; Outlook Developing
PETROQUEST ENERGY: Falls Short of NYSE Market Capitalization Rule
PORTABELLA'S INC: Taps Lawrence G. Frank as Counsel

PREMIER MARINE: Case Summary & 20 Largest Unsecured Creditors
PRESSURE BIOSCIENCES: Amends Prospectus for 1.99M Shares Offering
PRETTY GIRL: Wants to Use $41K of JPM, NYC Cash Collateral
PROJECT LEOPARD: Moody's Affirms B2 CFR & Revises Outlook to Neg.
RAILYARD COMPANY: Trustee's Sale of Bowling Equipment Fair

RAVENSTAR INVESTMENTS: LPR Buying Reno Property for $325K
RED OAK: Moody's Affirms B1 Rating on $210MM Sr. Secured Bonds
RED OAK: S&P Affirms 'B+' Rating on $160MM Sr. Secured Bonds
REDIGI INC: Hearing on Plan Outline Set for July 11
RETAIL DESIGNS: Wants to Use $10K of Symetra Life's Cash Collateral

RIMI CORPORATE: Taps Rattet PLLC as Legal Counsel
RSF 17872: DIP Financing From Orb Capital Approved
RUE21 INC: Hires Reed Smith as Local Counsel
RUE21 INC: Hires Rothschild as Financial Advisor
RUE21 INC: June 30 Hearing on Bid to Hire Kirkland as Counsel

SEARS CANADA: BMO Capital & Osler Hoskins on Board as Advisors
SEARS CANADA: Missed Nasdaq Share Price Rule, Faces Delisting
SEARS CANADA: Posts C$144M Loss, Says There's Going Concern Doubt
SEARS CANADA: Reportedly Preparing to Seek Creditor Protection
SOLID LANDINGS: Taps Levene Neale as Legal Counsel

SQUARETWO FINANCIAL: Modified Plan Declared Effective on June 15
SUBMARINA INC: Trustee Selling All Franchise Assets for $500K
SUNEDISON INC: Plan Approval Hearing on July 20, Votes Due July 13
SWITCH LTD: Credit Facility Upsize No impact on Moody's B1 CFR
T3M INC: Seeks to Hire Arent Fox as Legal Counsel

TCC GENERAL: Premium Finance Agreement With AFCO Acceptance OK'd
TESORO CORP: Moody's Hikes Rating on Sr. Unsec. Notes to Ba1
TSAWD HOLDINGS: Exclusive Plan Filing Period Extended to Sept. 5
TURNING LEAF: Hires Douglas Harmon as Accountant
VANGUARD HEALTHCARE: Seeks to Hire Several Firms as Accountants

VENATOR MATERIALS: Moody's Assigns B1 Corporate Family Rating
VISION CONSTRUCTION: Names Elizabeth Connally as Special Counsel
WAREHOUSE 11: To Hire Marcus & Millichap as Real Estate Broker
WESTINGHOUSE ELECTRIC: Committee Taps Proskauer as Legal Counsel
WILGRO SERVICES: Case Summary & 20 Largest Unsecured Creditors

WONDERWORK INC: Examiner Hires Loeb & Loeb as Counsel
WRAP MEDIA: Selling All Assets to BrunoCo for $1.65 Million
YELLOW PAGES: S&P Lowers CCR to 'B-' on Weaker Expected Earnings
YMCA OF MARQ: Hires Quinnell Law as General Counsel
[*] Barfield Joins Tiger Group as Midwest Business Dev't Director

[*] Malone Joins WL Ross as Shipping & Transportation Practice Head
[^] Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

1168 LIBERTY: Wants To Use $12,200 of JPMorgan's & NY City's Cash
-----------------------------------------------------------------
1168 Liberty Corp. asks for permission from the U.S. Bankruptcy
Court for the Southern District of New York to use cash collateral
from JPMorgan Chase Bank, NA, and the City of New York.

On Jan. 28, 2011, Pretty Girl and Chase entered into a commercial
loan agreement, pursuant to which Chase made available to Pretty
Girl a revolving loan with a credit limit of $3 million and a
variable interest rate of 2.490 percentage points over the LIBOR
rate.  Effective April 17, 2014, Chase converted $1 million of the
revolving loan to a fixed line of credit.  As of the Petition Date,
a balance of approximately $300,000 was due under the Loan
Agreement.  The Debtor has guaranteed Pretty Girl's obligations
under the Loan Agreement as have each of the other Stores, 72
Fashion Corp., Pretty Girl of Fordham Road Corp., PGNY, Inc., and
Mr. Nigri.  

The City has a junior lien on the Prepetition Collateral, and,
thus, also has an interest in the Cash Collateral.

The Debtor wants to use the cash collateral to carry out its daily
business operations; it has no alternative source of revenue to
draw upon.  The Debtor's ability to purchase inventory, pay rent
and administrative expenses, maintain business relationships with
vendors, suppliers, and customers, pay payroll and other direct
operating expenses, and otherwise finance operations is essential
to the Debtor's continued viability.  Consequently, the Debtor has
an immediate need to use Cash Collateral to avoid irreparable harm.
If the Debtor is unable to spend proceeds of Prepetition
Collateral, the Debtor will not be able to continue the operation
of its business.

The Debtor seeks to use approximately $12,200 during the period
between the entry of the interim court order and the entry of a
final court order, which the Debtor estimates will be approximately
14 days.  Unless there is a default in the Interim Order, the
Debtor is authorized to use the Cash Collateral through the date
that is 14 days after the date of entry of the Interim Order or
until at a later time as to which Chase and the City consent in
writing or as the Court may permit, subject to the terms and
conditions set forth in the Interim Order.

Replacement liens will serve as adequate protection pursuant to
Sections 361 and 363 of the Bankruptcy Code.  To the extent the
Replacement Liens and other relief granted to Chase and the City in
the Interim Order do not provide Chase and the City with adequate
protection of their respective interests in the Cash Collateral,
Chase and the City will have a super-priority administrative
expense claim under Section 507(b) of the Bankruptcy Code.

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

           http://bankrupt.com/misc/nysb17-11602-2.pdf

                        About Pretty Girl

Headquartered in New York, New York, Pretty Girl of Fordham Road
Corp., 72 Fashion Corp., and 1168 Liberty Corp. dba Pretty Girl
operate retail stores under the name "Pretty Girl" that sells
fashionable junior, missy, and plus-size clothing, accessories, and
footwear to price-conscious women.

Affiliated debtors Pretty Girl (Bankr. S.D.N.Y. Case No. 17-11600),
72 Fashion (Bankr. S.D.N.Y. Case No. 17-11601), and 1168 Liberty
(Bankr. S.D.N.Y. Case No. 17-11602) filed Chapter 11 bankruptcy
petitions on June 9, 2017.  The petitions were signed by Albert
Nigri, president.

Pretty Girl estimated assets of at least $500,000 and liabilities
of up to $1 million.  72 Fashion disclosed assets at $143,932 and
its liabilities at $384,961.  1168 Liberty disclosed assets at
$62,465 and its liabilities at $271,117.

Judge Sean H. Lane oversees the cases.

Alice Pin-Lan Ko, Esq., at Rosen & Associates, P.C., serves as the
Debtors' bankruptcy counsel.

Platzer, Swergold, Levine, Goldberg, Katz & Jaslow, LLP, is counsel
for JPMorgan Chase Bank, NA.

Leopold, Gross & Sommers, P.C., is counsel for the City of New
York.

The Debtors are affiliates of Pretty Girl, Inc., which sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 14-11979) on July
2, 2014.  The case was converted to one under Chapter 7 of the
Bankruptcy Code on Dec. 23, 2014.  The Chapter 7 trustee of Pretty
Girl's bankruptcy estate has commenced an adversary proceeding,
LaMonica v. 72 Fashion Corp., Adv. Pro. No. 16-01150 (SHL), in
which the trustee alleges breach of contract and seeks payment for
goods that were allegedly sold and delivered but unpaid for, which
proceeding is currently pending before the Bankruptcy Court.  Mr.
Albert Nigri is the sole shareholder of the Debtors.

The Debtors' assets consist of its inventory, which secures its
guaranty obligation to repay indebtedness in the amount of
approximately $300,000 of Pretty Girl to JPMorgan Chase, N.A.  The
Indebtedness also is guaranteed by each of the Stores, Fordham, and
1168 Liberty.  PGNY, Inc., a non-debtor affiliate wholly owned by
Mr. Nigri, also is a guarantor.

On March 10, 2017, the Marshal of the City of New York served the
Debtors with a Notice of Execution informing them that an execution
against their personal property had been issued as a result of a
judgment entered in favor of the City of New York and against the
Debtors in respect of certain Environmental Control Board
violations in the case City of New York.  As of the commencement of
the Debtors' Chapter 11 cases, the Execution had not yet been
carried out and the Debtors' property, therefore, has not been
levied upon.  The Debtors commenced their Chapter 11 cases in order
to continue to operate their business at their premises and to
maintain, protect, and preserve their property.


186-14 WILLIAMSON: Unsecureds to Get 100% Under Plan
----------------------------------------------------
186-14 Williamson Ave., Corp., filed with the U.S. Bankruptcy Court
for the Eastern District of New York a disclosure statement dated
June 7, 2017, referring to the Debtor's plan of reorganization.

The Plan offers General Unsecured Creditors the opportunity to
obtain a cash distribution of approximately 100% on account of
their allowed claims.  The holders of allowed Class 3 Unsecured
Claims will receive no less than 100% of claims.  This class is not
impaired by the Plan.

The Class 4 General Unsecured Claims of Elena Eshaghpour -- in the
amount of $150,000 -- are impaired by the Plan.  Ms. Eshaghpour
will waive payment of the claim pursuant to the Plan.  

The Plan will be funded these ways: (a) payments by the Debtor
(funded by rent or capital contributions by the sole shareholder)
in the sum of 2,500 per month over eight months to the secured,
priority and unsecured creditors, and a lump sum payment of
$150,000 on the ninth month following the effective date of the
Plan, and a lump sum payment of $104,950 on the 12th month
following the effective date of the Plan.

A copy of the Disclosure Statement is available at:

           http://bankrupt.com/misc/nyeb17-40503-37.pdf

                  About 186-14 Williamson Ave.

186-14 Williamson Ave., Corp., is a single asset real estate
company.  The mortgage was paid for several years until the
property became run down and the Debtor lost its tenants.  At this
time, the premise is vacant and boarded up and is expected to be
rehabilitated.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 17-70603) on Feb. 2, 2017.  

Alan C. Stein, Esq., at the Law Office of Alan C. Stein, P.C.,
serves as the Debtor's attorney.

On Feb. 3, 2017, the Debtor re-filed its petition (Bankr. E.D.N.Y.
Case No. 17-40503).  The petition was signed by Robin Eshaghpour,
president.  A copy of the petition is available for free
at https://is.gd/dzfpHH

The case is assigned to Judge Nancy Hershey Lord.  

At the time of the filing, the Debtor estimated assets of less than
$500,000 and liabilities of less than $50,000.

No official committee of unsecured creditors was appointed by the
Office of the U.S. Trustee.


23 FARMS LLC: Has Access to Regions Cash Collateral Until July 13
-----------------------------------------------------------------
The Hon. Karen K. Specie of the U.S. Bankruptcy Court for the
Northern District of Florida has entered a fifth interim order
granting 23 Farms, LLC, authorization to use cash collateral of
Regions Bank through July 13, 2017.

The Court overruled creditor Donald Green's objection without
prejudice to further consideration of the objection at the final
hearing.

The Debtor will pay $10,000 to Regions Bank by close of business on
June 15, 2017.  There will be a seven day grace period as to this
payment.

A copy of the court order is available at:

          http://bankrupt.com/misc/flnb17-10015-90.pdf

                      About 23 Farms, LLC

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

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


72 FASHION: Wants to Use $16.3K of JPM, NYC Cash Collateral
-----------------------------------------------------------
72 Fashion Corp. seeks authorization from the U.S. Bankruptcy Court
for the Southern District of New York to use cash collateral of
JPMorgan Chase Bank, NA, and the City of New York.

On Jan. 28, 2011, Pretty Girl and Chase entered into a commercial
loan agreement, pursuant to which Chase made available to Pretty
Girl a revolving loan with a credit limit of $3 million and a
variable interest rate of 2.490 percentage points over the LIBOR
rate.  The Loan is evidenced by a promissory note in the original
amount of $3 million.  Effective April 17, 2014, Chase converted $1
million of the revolving loan to a fixed line of credit.  As of the
Petition Date, a balance of approximately $300,000 was due under
the Loan Agreement.

City of New York has issued an execution against the Debtor based
on a judgment entered in favor of the City and against the Debtor
based on certain ECB violations, resulting in a judgment lien on
the Debtor's personal property.  The Debtor believes that the
property subject to the City's judgment lien is identical to the
Prepetition Collateral.  Accordingly, the City has a junior lien on
the Prepetition Collateral, and, thus, also has an interest in the
Cash Collateral.

The Debtor tells the Court that it has an immediate need to use
Cash Collateral to avoid irreparable harm.  If the Debtor is unable
to spend proceeds of Prepetition Collateral, the Debtor will not be
able to continue the operation of its business.  The Debtor will
use the Cash Collateral to carry out its daily business operations;
it has no alternative source of revenue to draw upon.  The Debtor's
ability to purchase inventory, pay rent and administrative
expenses, maintain business relationships with vendors, suppliers,
and customers, pay payroll and other direct operating expenses, and
otherwise finance operations is essential to the Debtor's continued
viability.

The Debtor seeks to use approximately $16,300 during the period
between the entry of the interim court order and the entry of a
final court order, which the Debtor estimates will be approximately
14 days.

Unless there is a default in the interim court order, the Debtor is
authorized to use the Cash Collateral through the date that is 14
days after the date of entry of the interim court order or until at
a later time as to which Chase and the City consent in writing or
as the Court may permit, subject to the terms and conditions set
forth in the interim court order.

The Replacement Liens will serve as adequate protection pursuant to
Sections 361 and 363 of the Bankruptcy Code.  To the extent the
Replacement Liens and other relief granted to Chase and the City in
the interim court order do not provide Chase and the City with
adequate protection of their respective interests in the Cash
Collateral, Chase and the City will have a super-priority
administrative expense claims under Section 507(b) of the
Bankruptcy Code.

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

           http://bankrupt.com/misc/nysb17-11601-2.pdf

                        About Pretty Girl

Headquartered in New York, New York, Pretty Girl of Fordham Road
Corp., 72 Fashion Corp., and 1168 Liberty Corp. dba Pretty Girl
operate retail stores under the name "Pretty Girl" that sells
fashionable junior, missy, and plus-size clothing, accessories, and
footwear to price-conscious women.

Affiliated debtors Pretty Girl (Bankr. S.D.N.Y. Case No. 17-11600),
72 Fashion (Bankr. S.D.N.Y. Case No. 17-11601), and 1168 Liberty
(Bankr. S.D.N.Y. Case No. 17-11602) filed Chapter 11 bankruptcy
petitions on June 9, 2017.  The petitions were signed by Albert
Nigri, president.

Pretty Girl estimated assets of at least $500,000 and liabilities
of up to $1 million.  72 Fashion disclosed assets at $143,932 and
its liabilities at $384,961.  1168 Liberty disclosed assets at
$62,465 and its liabilities at $271,117.

Judge Sean H. Lane oversees the cases.

Alice Pin-Lan Ko, Esq., at Rosen & Associates, P.C., serves as the
Debtors' bankruptcy counsel.

Platzer, Swergold, Levine, Goldberg, Katz & Jaslow, LLP, is counsel
for JPMorgan Chase Bank, NA.

Leopold, Gross & Sommers, P.C., is counsel for the City of New
York.

The Debtors are affiliates of Pretty Girl, Inc., which sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 14-11979) on July
2, 2014.  The case was converted to one under Chapter 7 of the
Bankruptcy Code on Dec. 23, 2014.  The Chapter 7 trustee of Pretty
Girl's bankruptcy estate has commenced an adversary proceeding,
LaMonica v. 72 Fashion Corp., Adv. Pro. No. 16-01150 (SHL), in
which the trustee alleges breach of contract and seeks payment for
goods that were allegedly sold and delivered but unpaid for, which
proceeding is currently pending before the Bankruptcy Court.  Mr.
Albert Nigri is the sole shareholder of the Debtors.

The Debtors' assets consist of its inventory, which secures its
guaranty obligation to repay indebtedness in the amount of
approximately $300,000 of Pretty Girl to JPMorgan Chase, N.A.  The
Indebtedness also is guaranteed by each of the Stores, Fordham, and
1168 Liberty.  PGNY, Inc., a non-debtor affiliate wholly owned by
Mr. Nigri, also is a guarantor.

On March 10, 2017, the Marshal of the City of New York served the
Debtors with a Notice of Execution informing them that an execution
against their personal property had been issued as a result of a
judgment entered in favor of the City of New York and against the
Debtors in respect of certain Environmental Control Board
violations in the case City of New York.  As of the commencement of
the Debtors' Chapter 11 cases, the Execution had not yet been
carried out and the Debtors' property, therefore, has not been
levied upon.  The Debtors commenced their Chapter 11 cases in order
to continue to operate their business at their premises and to
maintain, protect, and preserve their property.


A-OK ENTERPRISES: Has Deal to Use Simmons Cash Collateral
---------------------------------------------------------
A-OK Enterprises, LLC, et al., filed with the U.S. Bankruptcy Court
for the District of Kansas stipulated motions for interim order
authorizing use of cash collateral and granting adequate protection
to Simmons Bank, successor by conversion to Simmons First National
Bank, for use of cash collateral.

Pursuant to terms of a certain note dated July 31, 2013, in the
original principal amount of $5 million and subject to the terms
and conditions of a certain amended and restated commercial loan
agreement entered into as of March 31, 2015, as amended, by and
between Simmons Bank and the Debtors, together with non-debtors,
Hevin, LLC, and Bruce Harris, an individual.  The Loan is evidenced
by that certain Amended and Restated Revolving Credit Noted dated
March 31, 2015, in the principal amount of $4 million, signed by
the borrowers, payable to the order of Simmons Bank.  The note is
secured by, among other things, all accounts receivable, all
inventory, all equipment and fixtures and all software.

The Debtors tell the Court that they don't have sufficient sources
of working capital, including cash collateral, to continue the
orderly operation of their businesses and administration of their
estates.  The access of the Debtors to sufficient working capital
and liquidity through the cash collateral is vital to the operation
and maintenance of the Debtors' estate and is necessary to maximize
the recovery to which creditors of the Debtors are entitled.

The financing period will be extended upon entry of a final court
order for a period of 90 days after the entry of the interim court
order.

As adequate protection, Simmons Bank will be granted additional and
replacement security interests and liens in and upon all of the
prepetition collateral and all of Debtors' now owned and after
acquired assets and rights.  To the extent of the Debtors' use of
cash collateral and any other diminution in value, Simmons Bank
will have an allowed superpriority administrative expense claim.

These will constitute an event of default:

     a. failure to make any required adequate protection payment;

     b. violation by the Debtors of any terms of the interim court

        order;

     c. the Debtors' failure to satisfy any covenants under the
        loan documents not otherwise altered or amended;

     d. material change in Roger Eastwood's employment in this
        case;

     e. motion for sale of all or substantially all of the assets
        of the Debtors;

     f. entry of court order converting this to a case under
        Chapter 7 or terminating authority of the Debtors to
        operate business; and

     g. appointment of a trustee in this case.

                      About A-OK Enterprises

A-OK Enterprises, LLC, and four affiliated entities are in the
business of pawn shops, payday lending and rent-to-own facilities
at four Wichita locations.  These locations, all on properties
leased by the Debtors, are as follows:

   a. 1525 South Broadway, Wichita, Kansas;
   b. 2021 North Amidon, Wichita, Kansas;
   c. 1519, 1535, 1539, 1543, 1547 and 1555 South Oliver Street,
Wichita, Kansas; and
   d. 410 North West Street, Wichita, Kansas.

A-OK Enterprises, LLC, and four affiliates, including A-OK, Inc.,
sought Chapter 11 protection (Bankr. D. Kan. Lead Case No.
17-11096) on June 9, 2017.  The petitions were signed by Bruce R.
Harris, president, and 98.64% owner of the Debtors.  The Hon. Dale
L. Somers is the case judge.  Hinkle Law Firm, L.L.C., is the
counsel to the Debtor, with the engagement led by Edward J. Nazar,
Esq.


ADAMIS PHARMACEUTICALS: FDA OKs Epinephrine Pre-Filled Syringe
--------------------------------------------------------------
Adamis Pharmaceuticals Corporation announced that the U.S. Food and
Drug Administration has approved its EPINEPHRINE INJECTION, USP,
1:1000 (0.3 mg Pre-filled single dose syringe) for the emergency
treatment of allergic reactions (Type I) including anaphylaxis.
The FDA has also approved the PFS trade name of Symjepi.

Symjepi provides two single dose syringes of epinephrine
(adrenaline), which is considered the drug of choice for immediate
administration in acute anaphylactic reactions to insect stings or
bites, allergic reaction to foods (such as nuts), drugs and other
allergens, as well as idiopathic or exercise-induced anaphylaxis.

Dr. Dennis J. Carlo, president and CEO of Adamis, stated, "We are
very excited by this approval, and at the same time, are already
preparing to submit our second NDA to the FDA.  This second
submission is for the junior version of Symjepi.  We are committed
to helping patients by providing them with additional therapeutic
choices.  With an anticipated lower cost, small size and
user-friendly design, we believe Symjepi could be an attractive
option for a significant portion of both the retail (patient) and
non-retail (professional) sectors of the epinephrine market.  We
are currently in the process of exploring all of our
commercialization options and in discussions with potential
partners in order to facilitate broad patient access to this new
epinephrine treatment option and to maximize the value of our
important asset.  In the interim, we expect to build inventory
levels in preparation for an anticipated launch in the second half
of this year."

                        About Anaphylaxis

Anaphylaxis is a serious, sometimes life-threatening allergic
reaction.  The most common anaphylactic reactions are to foods,
insect stings, medications and latex.  According to information
published by industry sources, up to 8% of U.S. children under the
age of 18 have a food allergy, and approximately 38% of those with
a food allergy have a history of severe reactions.  Anaphylaxis
requires immediate medical treatment, including an injection of
epinephrine.  The number of prescriptions for epinephrine products
has grown annually, as the risk of anaphylaxis and allergic
reactions have become more widely understood.  The company
estimates that sales of prescription epinephrine products in 2016
were at least $1 billion, based on industry data.

                          About Adamis

San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC QB:
ADMP) is a biopharmaceutical company engaged in the development and
commercialization of specialty pharmaceutical and biotechnology
products in the therapeutic areas of respiratory disease, allergy,
oncology and immunology.

Adamis reported a net loss applicable to common stock of $20.81
million on $6.47 million of net revenue for the year ended Dec. 31,
2016, compared to a net loss applicable to common stock of $13.57
million on $0 of net revenue for the year ended Dec. 31, 2015.  As
of March 31, 2017, Adamis had $33.69 million in total assets,
$12.81 million in total liabilities and $20.88 million in total
stockholders' equity.

Mayer Hoffman McCann P.C., in San Diego, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2016, citing that the
Company has incurred recurring losses from operations, and is
dependent on additional financing to fund operations.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


ALCOA CORP: S&P Revises Outlook to Pos. & Affirms 'BB-' CCR
-----------------------------------------------------------
S&P Global Ratings revised its rating outlook on Alcoa Corp. to
positive from stable.  At the same time, S&P affirmed its 'BB-'
corporate credit rating on the company.

In addition, S&P affirmed its 'BB+' issue-level rating on the
company's senior secured credit facility.  The '1' recovery rating
indicates S&P's expectation of very high (90%-100%; rounded
estimate 95%) recovery in the event of a payment default.  S&P is
also affirming its 'BB-' issue-level rating on the company's senior
unsecured notes.  The '3' recovery rating indicates S&P's
expectation of meaningful (50%-70%; rounded estimate 65%) recovery
in the event of a payment default.

"The outlook revision to positive stems from the company's progress
to stronger credit measures in 2017 with the benefit of cost
reductions, improved profitability, and growing cash balances amid
stronger alumina and aluminum prices in 2017.  A new management
team is also executing strategic and operational changes to support
the company's commodity orientation," said S&P Global Ratings
credit analyst Donald Marleau.

The positive rating outlook on Alcoa Corp. reflects S&P's
expectation that the company will improve credit measures and
experience higher margins and better earnings stability from more
cost-competitive assets in 2017 and 2018, as well as a boost from
concurrently high alumina and aluminum prices.  Along with improved
credit measures, S&P expects Alcoa's steady operations and clear
financial policies to persist, considering the new entity's short
track record in mid-2017, as it undergoes some business
transformation and transition in creditworthiness amid inherently
unpredictable industry trends.

S&P could raise the ratings in the next year if Alcoa reduced fully
adjusted debt to EBITDA to about 2x, with improved cash flow
visibility from good execution of cost reductions and financial
policies that support modest debt leverage.  S&P believes such a
scenario would be likely if market conditions for aluminum and
alumina remain robust into 2018, enabling the company to generate
more than $500 million of discretionary cash flow (after dividends)
at S&P's current assumption of $1,800/tonne for the next three
years.  The current spot price of aluminum is about $1,900/tonne in
mid-Jun 2017, which could accelerate the improvement in credit
measures if sustained.

S&P could revise the outlook back to stable from positive if
adjusted debt to EBITDA reversed course and rose to 3x, which S&P
believes could occur if aluminum prices declined sharply or if the
company adopted decidedly more aggressive shareholder return
strategies, both of which S&P views as unlikely.  S&P estimates
that Alcoa's debt leverage would increase to 3x in 2018 if LME
aluminum prices dropped to about $1,650/tonne, or about 20%, which
would represent an unusually large decline in one year, but which
can occur.


ALLEN CONSTRUCTION: K. Haley to Handle 3 More Civil Cases
---------------------------------------------------------
Allen Construction International, LLC has filed an amended
application seeking approval from the U.S. Bankruptcy Court for the
District of Connecticut to hire K. Haley & Associates, LLC as its
legal counsel.

In its application, the firm disclosed that it will represent the
Debtor in three civil actions in the Connecticut state court.
These civil actions include a lawsuit filed by American Builders
and Contractors Supply Co., Inc. against the Debtor and a
countersuit filed by the latter against the company.

K. Haley will also represent the Debtor in a case, which it intends
to file against Aegis and the Middletown Housing Authority.

The firm will charge the Debtor for its legal services on an hourly
basis in accordance with its customary hourly rates up to $20,000
per case.  The firm's billing rate is $200 per hour for the
services of its attorney, and $100 per hour for its support staff.


               About Allen Construction International

Based in Milford, Connecticut, Allen Construction International,
LLC filed a Chapter 11 petition (Bankr. D. Conn. Case No. 17-30134)
on Feb. 1, 2017.  In its petition, the Debtor disclosed $3.64 in
assets and $361,517 in liabilities.  The petition was signed by
Jesse Allen, managing member.

Judge Ann M. Nevins presides over the case.  The Debtor hired Kent
Walhberg as its accountant.

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


ALLIANCE ONE: Incurs $62.9 Million Net Loss in Fiscal 2017
----------------------------------------------------------
Alliance One International, Inc., filed with the Securities and
Exchange Commission its annual report on Form 10-K disclosing a net
loss attributable to the Company of $62.92 million on $1.71 billion
of sales and other operating revenues for the year ended March 31,
2017, compared to net income attributable to the Company of $65.53
million on $1.90 billion of sales and other operating revenues for
the year ended March 31, 2016.

For the three months ended March 31, 2017, the Company reported a
net loss attributable to the Company of $309,000 on $609.69 million
of sales and other operating revenues compared to net income
attributable to the Company of $100.81 million on $732.31 million
of sales and other operating revenues for the same period during
the prior year.

As of March 31, 2017, Alliance One had $1.97 billion in total
assets, $1.76 billion in total liabilities and $206.71 million in
total equity.

Sales decreased 10.0% mainly as a result of smaller crops in the
U.S., Brazil and Tanzania primarily related to El Nino weather
conditions, the strong U.S. dollar, changes in product mix and
timing of crops.

Gross profit as a percentage of sales improved to 12.7% from 11.9%
helped by reduced lower of cost or market adjustments, while gross
profit decreased 3.9% to $217.0 million, as a result of lower
volume and average sales price.

Accounts receivable and inventory reductions generated $253.6
million of cash at March 31, 2017, when compared to the prior year
end.

During the year the existing senior secured revolving credit
facility was refinanced with the issuance of $275.0 million of
senior secured first lien notes due April 2021 and a $60.0 million
ABL credit facility that matures in January 2021.  As part of the
refinancing certain financial covenants were eliminated enhancing
business flexibility.

During March and April 2017 the Company purchased and cancelled
approximately $57.1 million of its Senior Secured Second Lien
Notes, with $28.4 million in March and an additional $28.6 million
in April, leaving face value of $691.6 million outstanding at
fiscal year-end and $662.9 million at the end of April.

Pieter Sikkel, chief executive officer and president, said, "With
our heavy weighting in Brazil, the United States and Tanzania --
three crops that were hit hardest by El Nino and had related
reductions in crop size and yields and consequently increases in
conversion cost -- we were significantly impacted in fiscal 2017 by
unusual and uncontrollable events, which overshadowed substantial
improvements in many origins and targeted improvements to the
balance sheet.

"Accounts receivable and inventory reductions from prior year-end
levels generated $253.6 million of cash this year consistent with
our internal plan to end the fiscal year with an uncommitted
inventory level well within our stated target range of $50.0-$150.0
million.  As indicated previously, we utilize surplus cash to
reduce long-term debt, and during March and April 2017 we purchased
and cancelled approximately $57.1 million of our Senior Secured
Second Lien Notes, leaving $662.9 million after purchases in April.
We remain confident in our targets to purchase $25.0-$50.0 million
per year of our more expensive debt with surplus cash.  After
giving affect to the initial $28.4 million purchased in March, our
year end cash position was $473.1 million with $475.9 million in
notes payable to banks.  Our liquidity position is strong and in
line with internal expectations at $852.9 million as of March 31,
2017, comprised of cash and $379.8 million of available credit
lines.

"Adverse weather, the strong U.S. dollar and product mix that more
heavily favored byproducts this year unfortunately impacted our
operations in Brazil, the U.S., and Tanzania and overshadowed
operations with improvement including Argentina and Malawi.  Total
full services volumes sold this year were consistent with last year
at 381.4 million kilos that included planned increased prior crop
inventory sales.  These effects, when combined with Turkish and
other regions' sales that have been pushed to next year based on
the timing of crops and shipments, resulted in sales and other
operating revenues decreasing by 10.0% to $1,714.7 million from the
prior year and Adjusted EBITDA decreasing 28.0% to $136.6 million.

"As we look to fiscal year 2018, global market conditions are
positive with good early weather patterns that support better
global growing conditions.  These conditions should result in
increased crop sizes in Brazil and Argentina.  We have almost
completed buying in Zimbabwe and are approximately 65% complete in
Brazil.  The 2016 Brazilian Virginia flue crop was small at
approximately 410 million kilos and is approximately 50% larger
this year at 600 million kilos with good quality.  The Malawi crop
is smaller this year and the U.S. crop is now in the ground. Based
on current conditions, our internal forecast anticipates
significantly increased full-service and processing volumes,
improved sales and pricing, as well as improved adjusted EBITDA for
fiscal year 2018 when compared to fiscal 2017.  Sales are
anticipated to be in a range of approximately $1,900.0 million to
$2,000.0 million with Adjusted EBITDA in a range of approximately
$165.0-$185.0 million.

Mr. Sikkel, concluded, "Our Company is well positioned to address
complex industry dynamics.  The impact of our strategic initiatives
should become more apparent as crop sizes return to normalized
levels in key markets where we are now buying and will sell during
fiscal year 2018.  Our strong employee base continues to innovate
and develop cost-effective solutions to meet evolving customer
requirements.  Our customers remain focused on optimizing their
supply chains and reducing complexity.  They are planning for
improvement in global sustainability and driving positive change in
nicotine consumption habits with reduced risk products. We are well
positioned to assist them with all of these requirements, investing
where appropriate returns should be achievable.  Growth
opportunities exist and we continue to take the necessary steps to
further strengthen our preferred supplier position.  Continued
focus on strategic plan execution to meet our customer's growth
initiatives is anticipated to improve shareholder value."

As of March 31, 2017, available credit lines and cash were $852.9
million, comprised of $473.1 million in cash and $379.8 million of
credit lines, comprised of $60.0 million available under the U.S.
ABL credit facility for general corporate purposes (subject to
limitations on borrowing if unrestricted cash and cash equivalents
exceed $180.0 million) and $319.8 million of foreign seasonal
credit lines.

Additionally, in the future, the Company may elect to redeem,
repay, make open market purchases, retire or cancel indebtedness
prior to stated maturity under its various global bank facilities
and outstanding public notes, as they may permit.

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

                     https://is.gd/yUCcTs

                      About Alliance One

Alliance One International is principally engaged in purchasing,
processing, storing, and selling leaf tobacco.  The Company
purchases tobacco primarily in the United States, Africa, Europe,
South America and Asia for sale to customers primarily in the
United States, Europe and Asia.

                         *     *     *

As reported by the TCR on Sept.  30, 2016, Moody's Investors
Service upgraded Alliance One International, Inc.'s Corporate
Family Rating (CFR) to Caa1 from Caa2 and Probability of Default
Rating to Caa1-PD from Caa2-PD.  The Corporate Family Rating
upgrade to Caa1 reflects Moody's somewhat diminished concerns about
Alliance One's liquidity.

In September 2016, S&P Global Ratings said that it raised its
corporate credit rating on Morrisville, N.C.-based Alliance One
International Inc. (AOI) to 'CCC+' from 'CCC'.  The rating outlook
is negative.


ALLY FINANCIAL: Copy of Presentation at Morgan Stanley Conference
-----------------------------------------------------------------
Ally Financial Inc. Chief Financial Officer Christopher Halmy and
Corporate Treasurer Bradley Brown presented at the Morgan Stanley
Financials Conference on Wednesday, June 14, 2017.

Summary:

  * Asset growth from capital efficient assets while auto assets
    relatively flat

  * Mix continues to shift towards deposits as the primary funding

    source

  * Significant benefit as unsecured debt maturities are replaced
    with low-cost deposits

  * Secured funding poised to become more efficient over time as
    assets move to bank

The presentation is available for free at https://is.gd/vDTagR

A live audio webcast and presentation materials will be available
at http://www.ally.com/about/investor/under the Events and
Presentations section of the Investor Relations website.  A replay
will also be available.

                     About Ally Financial Inc.

Ally Financial Inc. (NYSE: ALLY) is a digital financial services
company and a top 25 U.S. financial holding company offering
financial products for consumers, businesses, automotive dealers
and corporate clients.  Ally's legacy dates back to 1919, and the
company was redesigned in 2009 with a distinctive brand, innovative
approach and relentless focus on its customers.  Ally has an
award-winning online bank (Ally Bank Member FDIC and Equal Housing
Lender), which offers deposit, mortgage and credit card products,
one of the largest full service auto finance operations in the
country, a complementary auto-focused insurance business, a growing
digital wealth management and online brokerage platform, and a
trusted corporate finance business offering capital for equity
sponsors and middle-market companies.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3 percent stake.  Private equity firm Cerberus
Capital Management LP keeps 14.9 percent, while General Motors Co.
owns 6.7 percent.

As of March 31, 2017, Ally had $162.10 billion in total assets,
$148.73 billion in total liabilities and $13.36 billion in total
equity.

                       *     *     *

As reported by the TCR on Oct. 14, 2016, S&P Global Ratings said it
revised its outlook on Ally Financial to stable from positive and
affirmed the 'BB+' long-term issuer credit rating.  "The revised
outlook reflects weakening credit conditions in the
vehicle finance industry, in our view, which represents the
majority of Ally's business," said S&P Global Ratings credit
analyst Matthew Carroll.

As reported by the TCR on Oct. 3, 2016, Fitch Ratings has affirmed
Ally Financial's Long-Term Issuer Default Rating at 'BB+',
Viability Rating (VR) and 'bb+' and Short-Term IDR at 'B'.  The
Rating Outlook is Stable.  The rating actions have been taken as
part of Fitch's periodic peer review of U.S. consumer
lending-focused internet banks, which comprises four publicly rated
firms.

As reported by the TCR on July 16, 2014, Moody's Investors Service
affirmed the 'Ba3' corporate family and 'B1' senior unsecured
ratings of Ally Financial and revised the outlook for the ratings
to positive from stable.  Moody's affirmed Ally's ratings
and revised its rating outlook to positive based on the company's
progress toward sustained improvements in profitability and
repayment of government assistance received during the financial
crisis.


AM CASTLE: Has $85 Million of DIP Financing From PNC Bank
---------------------------------------------------------
A.M. Castle & Co., and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware for approval to
consummate a new $85 million senior, secured debtor-in-possession
financing facility with PNC Bank, as administrative agent and
postpetition lender.  The Debtors also seek permission to use cash
collateral.

As of June 18, 2017, the Debtors have outstanding secured financing
obligations in the principal amount totaling $311 million,
comprised of:

   * $112,000,000 owing 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");

   * $177,019,000 owing 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");

   * $22,323,000 owing 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").

PNC Bank, as lender and agent, has agreed to provide a
super-priority, senior secured debtor-in-possession revolving
credit
facility with a maximum advance amount of $85,000,000 (the
"Maximum Revolver Amount") upon entry of the Final Order.

Up to $75 million of the proceeds of the DIP Facility would be used
to pay-down the existing prepetition First Lien Obligations, which
currently total $112 million in principal amount.  The DIP Facility
will consensually prime the obligations of each of the Debtors'
existing secured lenders, and will provide lower cost financing
during the Debtors' cases pending consummation of the Debtors'
Chapter 11 plan and the exit financing contemplated thereby, which
PNC also has committed to provide pursuant to a $125 million Senior
Secured Facilities Exit Facility Commitment Letter Agreement dated
June 1, 2017.

The Debtors seek to enter into the DIP Facility because it will
save the Debtors' estates approximately $1 million of interest
charges over the next 60 to 75 days pending the consummation of the
Debtors' plan, will provide a critical initial step for the Debtors
to realize on PNC's commitment to provide the exit facility under
the plan, and will provide additional liquidity during the pendency
of these proceedings to the extent that it is required.

The Debtors have the support of the Prepetition Agents and the
Prepetition Secured Creditors to consummate the DIP Facility and
pay-down the prepetition first lien obligations.

By separate motion, the Debtors have sought interim and final
authority to use cash collateral in which the prepetition agents
have an interest, which authority maybe incorporated on a final
basis into the final court order with the consent of the
Prepetition Agents.  Because the Debtors' existing secured lenders
have consented to the use of their cash collateral on an interim
basis, the Debtors do not seek expedited or interim approval of
this motion.

If requested by PNC Bank following the commencement of a cash
dominion period, the Debtors' Canadian affiliates will become
guarantors of the DIP Obligations, with the obligations to be
secured by a first priority lien on the assets of the affiliates,
and will execute the documents as PNC Bank may requested to
effectuate the foregoing.

Usage under the DIP Facility will not exceed the sum of: (a) up to
85% of Eligible Accounts Receivable (or up to 90% of Eligible
Accounts Receivable to the extent subject to credit insurance
satisfactory to PNC Bank) aged less than 60 days past due (not to
exceed 120 days from invoice date), cross aged on the basis of
50% or more past due, plus; (b) up to the lesser of (i) 75% of the
costs of Eligible Inventory or (ii) 90% of the net orderly
liquidation value percentage of Eligible Inventory, of which up to
$2,000,000 of "excess and obsolete" inventory as defined in the
Borrower's most recent appraisal may be included in the Borrowing
Base, minus (c) applicable reserves.

Letters of Credit issued under the DIP Facility are limited to $20
million.

The Facility will mature on the earlier of (a) the effective date
of the Plan of Reorganization as confirmed pursuant to an order
entered by the Court, (b) the date of closing of a Sec. 363 sale of
all or substantially all of the assets of the Debtors, (c) the date
that is six months following the Petition Date, (d) the date that
is 30 calendar days after the filing of a motion to approve the DIP
Facility if the Bankruptcy Court has not entered a final court
order authorizing and approving the DIP Facility and the
transactions contemplated thereby and hereby, including, without
limitation, the granting of the super-priority status, security
interests and liens, which final court order will be in full force
and effect, will not have been reversed, vacated or stayed and will
not have been amended, supplemented or otherwise modified without
the prior written consent of PNC, and (e) the acceleration of any
portion of the DIP Obligations and the termination of the
commitments under the DIP Credit Agreement.

As to the interest rates of the DIP Obligations, for the period
from the closing date through the end of the first full calendar
month following the closing date, LIBOR Rate borrowings will bear
interest at the LIBOR Rate plus the margin set forth in Level III
of the table below and Base Rate borrowings will bear interest at
the Base Rate plus the margin set forth in Level III of the table
below, as applicable.  Thereafter, the interest rate margins will
be adjusted as of the first day of each calendar month based on the
average daily Excess Availability for the preceding month in
accordance with the following table:

                Average Daily                     LIBOR  Base Rate
   Level     Excess Availability                  Margin  Margin
   -----     -------------------                  ------  -------
    I     66.7% of Maximum Revolver Amount         2.50%   1.50%
    II    33.3% but 66.7% of Max Revolver Amount   2.75%   1.75%
    III   33.3% of Maximum Revolver Amount         3.00%   2.00%

Default rate is 2% over the applicable rate.

The Fee Structure agreed upon by the parties under the DIP
Financing Agreement will be provided to the U.S. Trustee and
counsel to any committee appointed in the cases on a confidential
basis.

A copy of the DIP Financing Motion is available at:

           http://bankrupt.com/misc/deb17-11330-21.pdf

                     About A.M. Castle & Co.

Founded in 1890, and based 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 disclosed $339.2 million in assets and $388.4 million
in liabilities 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 (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 Approval to Use Cash Collateral
------------------------------------------------
A.M. Castle & Co., et al., filed a motion seeking approval to use
cash collateral to: (i) finance their working capital needs and for
any other general corporate purposes; and (ii) pay related
transaction costs, fees, liabilities and expenses, and other
administration costs incurred in connection with and for the
benefit of these cases.

As of June 18, 2017, the Debtors have outstanding secured financing
obligations in the principal amount totaling $311 million,
comprised of:

   * $112,000,000 owing 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");

   * $177,019,000 owing 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");

   * $22,323,000 owing 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").

To protect the parties' interests in their prepetition collateral,
the Prepetition Secured Creditors are entitled to receive adequate
protection for any diminution in value of their interests in the
Prepetition Collateral from and after the Petition Date resulting
from, among other things, the use of Cash Collateral, the use,
sale, lease, consumption, or disposition of Prepetition Collateral,
or the imposition of the automatic stay.  

As adequate protection: (i) the First Lien Agent, for the benefit
of itself and the Prepetition First Lien Creditors, will receive
(a) the First Priority Adequate Protection Liens, (b) the First
Priority 507(b) Claim, and (c) the First Lien Adequate Protection
Payments; (ii) the Second Lien Trustee will receive, for the
benefit of itself and the Prepetition Second Lien Creditors, (a)
the Second Priority Adequate Protection Liens, and (b) the Second
Priority 507(b) Claim; and (iii) the Third Lien Trustee will
receive, for the benefit of itself and the Prepetition Third Lien
Creditors, (a) the Third Priority Adequate Protection Liens, and
(b) the Third Priority 507(b) Claim.

To the extent of any diminution in value of the interests of the
Prepetition Secured Creditors in the Prepetition Collateral, each
of the Prepetition Agents, on behalf of themselves and the
applicable Prepetition Secured Creditors for which they act as
agent, will be granted, subject only to the payment of the carve
out, an allowed superpriority administrative expense claim.

The Debtors will pay to the First Lien Agent monthly adequate
protection payments in an amount resulting from applying a per
annum rate equal to the non-default contract interest rate set
forth in the First Lien Credit Agreement to the aggregate
outstanding amount of Prepetition First Lien Obligations as of the
Petition Date in respect of such relevant periods ending after the
Petition Date.

The First Lien Agent has consented to, conditioned on the entry of
the interim court order, the Debtors' proposed use of Cash
Collateral.

The ability of the Debtors to finance their operations and complete
a successful Chapter 11 reorganization requires continued use of
Cash Collateral.  In the absence of the use of Cash Collateral, the
continued operation of the Debtors' businesses would not be
possible.  The Debtors do not have sufficient available sources of
working capital and financing to operate their businesses in the
ordinary course of business or to maintain their property without
the use of Cash Collateral

Copies of the Debtors' motions are available at:

           http://bankrupt.com/misc/deb17-11330-33.pdf
           http://bankrupt.com/misc/deb17-11330-14.pdf

                     About A.M. Castle & Co.

Founded in 1890, and based 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 disclosed $339.2 million in assets and $388.4 million
in liabilities 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 (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: Wants to Maintain Existing Insurance Programs
--------------------------------------------------------
A.M. Castle & Co., et al., ask the U.S. Bankruptcy Court for the
District of Delaware to authorize the Debtors to (a) maintain the
Debtors' existing insurance programs on an uninterrupted basis in
accordance with their historical practices, (b) pay all premiums,
deductibles, fees, and other obligations in respect thereof,
whether relating to the prepetition or post-petition period, and
(c) perform obligations under their premium finance agreement in
the ordinary course of business and grant the premium finance
lender, BankDirect Capital Finance, a first priority security
interest against all gross unearned premiums solely with respect to
the Insurance Program policies that are financed.

The Debtors maintain the Insurance Programs to protect their
property, management, and personnel against damages and other
accident-related risks that may arise in the course of their
businesses.

The Debtors have incurred and continue to incur certain obligations
relating to the Insurance Programs.  The different categories of
Insurance Obligations include (a) fixed-rate premiums based on a
rate established by each Insurance Carrier, which are generally
payable on an annual basis, (b) deductibles and other fees related
to the Insurance Programs, and (c) payments to insurance agents and
brokers who assist the Debtors with the procurement and negotiation
of the Insurance Programs.

During the 12 months preceding the Petition Date, the Debtors have
paid $1,315,000 in Insurance Obligations.  As of the Petition Date,
approximately $365,000 in Insurance Obligations remain due and
owing for the Insurance Obligations that are financed.
Accordingly, the Debtors seek the Court's authorization, not
direction, to pay any outstanding amounts up to Insurance
Obligations.

Because it is not always economically advantageous for the Debtors
to pay the premiums in full, in advance of each policy year, the
Debtors finance certain premiums under its Insurance Programs
pursuant to a premium financing agreement with BankDirect
Capital.  In exchange for the financing, the Debtors agree to pay
monthly installments in accordance with pre-set payment schedule
and grant BankDirect Capital a security interest in "unearned
premiums" to secure the payment obligations.  The Debtors' monthly
payment under their current insurance premium financing agreement
is $53,146.57, which the Debtors started paying on April 1, 2017,
and will continue through January 2018 until the financed premiums
are paid in full.  The June 2017 premium was paid and the Debtors
expect to make the July 2017 and August 2017 premiums prior to
their expected emergence from Chapter 11, and then continue with
the balance of premiums in the ordinary course of business.

The Debtors submit that continuation of the Insurance Programs will
help minimize any disruption in the Debtors' business operations
during the period between the Petition Date and confirmation of a
Chapter 11 plan, as well as after their emergence from Chapter 11,
thereby preserving the value of the Debtors' estates.

The Debtors need to minimize the risks associated with operating
their businesses.  Given a brief delay or suspension in the
Debtors' ability to pay the Insurance Obligations could create
significant risk that the Debtors would void or otherwise lose the
benefits of the Insurance Programs.  Risks to the Debtors posed by
any disruption of their insurance coverage include, among other
things: (a) potential incurrence of direct liability for payment of
claims that would otherwise have been payable by the Insurance
Carriers under the Insurance Programs; (b) possible incurrence of
material costs or losses that would otherwise have been reimbursed
by the Insurance Carriers under the Insurance Programs; (c)
consequences to the Debtors' ability to conduct business in
jurisdictions that require them to maintain certain insurance
coverage; (d) the possible inability to obtain equivalent coverage
from alternative sources; and (e) potential incurrence of higher
costs in order to re-establish lapsed insurance policies or obtain
new insurance coverage.

Copies of the Motion are available at:

        http://bankrupt.com/misc/deb17-11330-10.pdf
        http://bankrupt.com/misc/deb17-11330-10-1.pdf

                     About A.M. Castle & Co.

Founded in 1890, and based 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 disclosed $339.2 million in assets and $388.4 million
in liabilities 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 (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.


ARMATO PAVING: Laborers' Pension & Local 731 Funds to Get $90,000
-----------------------------------------------------------------
Armato Paving filed with the U.S. Bankruptcy Court for the Northern
District of Illinois a fifth amended disclosure statement for the
Debtor's liquidating plan dated June 5, 2017.

Class 2 507(a)(5) Priority Claims Laborers' Pension and Welfare
Funds and Local 731 Funds Claims -- totaling $125,861.43 -- will be
paid $90,000.  Based upon 507(a)(5) priority for unpaid
contributions within six months of cessation of business, $60,000
will go to Laborers and $30,000 will go to Local 731.

Class 3 Claims of Unsecured Creditors -- totaling $201,297.66
(including non-priority portion of priority claims) -- will receive
pro rata balance, if any, after payment of second, priority, and
administrative claims.

This is a liquidating plan whereby the Debtor proposes to sell and
liquidate all of its property in order to satisfy the claims of all
of its creditors.  

Prior to the filing of this case, the Debtor entered into a lease
agreement with Advantage Paving Solutions, Inc., whereby Advantage
Paving leased all of the Debtor's equipment.  The lease agreement
contemplated that Advantage Paving would eventually purchase all of
the equipment.  Debtor principals Dean Armato Sr. and Thomas Armato
are employed by Advantage Paving.  The Debtor principals do not
have any ownership in Advantage Paving, and the lease and sale is
not contingent upon any continued employment of the debtor
principals by Advantage Paving.

Advantage Paving has negotiated with the Debtor to purchase the
machinery and equipment of the debtor for the sum of $130,000.  The
Debtor has obtained a court order approving the sale to Advantage
Paving and has been paid.  The funds have been deposited into the
debtor-in-possession account.  The Debtor owns real estate cka
19800 Glenwood Road, Chicago Heights, Illinois.  The Court approved
the sale of this property.  The sale price is $80,000.  U.S. Bank
will be paid in full from the sale proceeds.  Any remaining assets
will be sold either by private sale or auction.  The estimated
value of the remaining assets is approximately $5,000 or less.  All
net proceeds from the sale of assets will be paid to creditors in
order of priority and as set forth in this Plan.  In addition, the
Debtor's principals, Dean and Thomas Armato will repay the estate
the sum of $11,000 of funds received from the Debtor's lease with
Advantage Paving.  Further, the disbursing agent will investigate
any claims on past due rent from Advantage Paving.

A copy of the Fifth Amended Disclosure Statement is available at:

         http://bankrupt.com/misc/ilnb15-25824-147.pdf

As reported by the Troubled Company Reporter on Jan. 30, 2017, the
Debtor filed with the Court a fourth amended disclosure statement
for the Debtor's liquidating plan dated Jan. 23, 2017, which stated
that Class 2 Sec. 507(a)(5) Priority Claims of Laborers' Pension
and Welfare Funds and Local 731 Funds -- totaling $125,861.43 --
would be paid $80,000.  

                       About Armato Paving

Armato Paving, Inc., is a privately held Illinois corporation
engaged in operating a paving company in Chicago Heights, IL. Under
existing management, the Debtor has operated the business since
1999.

On July 29, 2015, the Company filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Ill. Case No. 15-25824).  Richard G. Larsen,
Esq., at Springer Brown, LLC -- rlarsen@springerbrown.com -- serves
as counsel to the Debtor.


ATLANTIC & PACIFIC: Getty Buying Gas Stations for $134K
-------------------------------------------------------
Judge Nelson S. Roman of the United States District Court for the
Southern District of New York will convene a hearing on June 23,
2017 at 10:00 a.m. (ET) to consider the Real Property Sale
Agreement by and between The Great Atlantic & Pacific Tea Co., Inc.
and affiliates and Getty Leasing, Inc., in connection with the
private sale of gas stations located at (i) 669 Somerset Street,
Somerset, New Jersey for $34,388; (ii) 639 Rt. 17 South, Paramus,
New Jersey for $74,653; and (iii) 630 Lincoln Highway, Fairless
Hills, Pennsylvania for $25,301.

The objection deadline is June 22, 2017 at 12:00 p.m. (ET).

The Debtors own the lands, buildings, and other personal property
for the three properties ("Gas Stations") and, pursuant to certain
master leases, rent the Gas Stations to Leemilt's Petroleum, Inc.,
an affiliate of the Buyer.  Leemilt sublets portions of the leased
premises to third parties.  The Debtors propose to sell the Gas
Stations and assign their interests in the Leases, as landlord, to
the Buyer free and clear of liens, claims, encumbrances and
interests pursuant to the Real Property Sale Agreement.  There are
no defaults that are required to be cured by the Debtors as
lessors.  Pursuant to the Purchase Agreement, the Buyer will pay
the Debtors $134,342 for the Gas Stations and related Leases.

The material terms and conditions of the Sale Transaction are:

    a. Purchase Price: The total consideration for both the sale of
the Gas Stations and assignment of the Leases is $134,342.

    b. Private Sale/No Competitive Bidding: The Debtors and Hilco
Real Estate, LLC marketed the Gas Stations extensively with no
other interest.  Given the limited value of the Gas Stations as
determined by the Debtors and proved through Hilco's marketing
process, the Debtors are proceeding via a private sale.

    c. Deposit: $6,717

    d. Requested Findings as to Successor Liability: The form Sale
Order contains findings of fact and conclusions of law limiting the
Buyer's successor liability.

    e. Closing: 30th business day following the Agreement's May 22,
2017 effective date

    f. Relief from Bankruptcy Rules 6004(h) and 6006(d): The
Debtors ask relief from the 14-day stays imposed by Bankruptcy
Rules 6004(h) and 6006(d) to promptly consummate the Sale
Transaction.

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

      http://bankrupt.com/misc/The_Great_Atlantic_3660_Sales.pdf

Consummating the Sale Transaction under the terms set forth in the
Purchase Agreement represents a reasonable exercise of the Debtors'
business judgment and is in the best interests of all parties.
They have ceased virtually all of their operations and are
completing their total liquidation.  Accordingly, they will not be
able to act as landlord under the Leases for the duration of the
term of such leases.  In addition, an orderly and expeditious sale
of the Gas Stations preserves and realizes value and, thereby,
maximizes recoveries for their economic stakeholders.  

In light of the current circumstances and the financial condition
of the Debtors, the Debtors believe that, in order to maximize
value, the sale of the Gas Stations should be consummated as soon
as practicable.  Accordingly, the Debtors ask that the Sale Order
be effective immediately upon entry of such order and that the
14-day stays under Bankruptcy Rules 6004(h) and 6006(d) be waived.

The Purchaser can be reached at:

          GETTY LEASING, INC.
          2 Jericho Plaza
          Wing C, Suite 110
          Jericho, NY 11753

                     About Atlantic & Pacific

Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea
Company, Inc., and its affiliates are one of the nation's oldest
leading supermarket and food retailers, operating approximately
300
supermarkets, beer, wine, and liquor stores, combination food and
drug stores, and limited assortment food stores across six
Northeastern states.  The primary retail operations consist of
supermarkets operated under a variety of well known trade names,
or
"banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food
Basics, The Food Emporium, Best Cellars, and A&P Liquors.  The
Company employs approximately 28,500 employees, over 90% of whom
are members of one of twelve local unions whose members are
employed by the Debtors under the authority of 35 separate
collective bargaining agreements.

Then with 429 stores, A&P and its affiliates filed Chapter 11
petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010,
and in 2012 emerged from Chapter 11 bankruptcy as a privately held
company with 320 supermarkets.

On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors
each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching
deals for the going concern sales of 120 stores.  The Debtors are
seeking joint administration under Case No. 15-23007.

As of Feb. 28, 2015, the Debtors reported total assets of $1.6
billion and liabilities of $2.3 billion.

The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore
Group L.L.C., as investment banker, FTI Consulting, Inc., as
financial advisor, Hilco Real Estate, LLC, as real estate advisor,
and Prime Clerk LLC, as claims and noticing agent.

Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York issued an order directing joint
administration of the Chapter 11 cases of The Great Atlantic &
Pacific Tea Company, Inc., and its debtor affiliates under Lead
Case No. 15-23007.


BEAR CREEK: Conditionally OK'd Disclosures; Plan Hearing on July 12
-------------------------------------------------------------------
The Hon. John T. Gregg of the U.S. Bankruptcy Court for the Western
District of Michigan has conditionally approved Bear Creek Partners
II, LLC, et al.'s disclosure statement referring to the Debtors'
joint combined Chapter 11 plan.

A consolidated evidentiary hearing regarding final approval of the
Disclosure Statement and confirmation of the Plan will be held on
July 12, 2017, at 9:00 a.m. (Eastern).

Objections to the Plan and Disclosure Statement must be filed by
July 5, 2017.  The deadline by which ballots must be filed so as to
be received by the court will be July 5, 2017.

                  About Bear Creek Partners II

Bear Creek Partners II, L.L.C., and Bear Creek Retail Partners II
LLC filed chapter 11 petitions (Bankr. W.D. Mich. Case Nos.
16-02553 and 16-02554) on May 6, 2016.  The petition was signed by
Scott A. Chappelle, president.  Each Debtor estimated assets and
liabilities at $10 million to $50 million at the time of the
filing.

The Debtors retained Jay L. Welford, Esq., at Jaffe, Raitt, Heuer &
Weiss, PC, as their legal counsel and Robert R. Wardrop, Esq., at
Wardrop & Wardrop PC as their local counsel, and hired O'Keefe &
Associates Consulting LLC as their financial advisor.

Kelly M. Hagan has been named as the Chapter 11 bankruptcy trustee
for the Debtors' estates.  Her own law firm, Hagan Law Offices PLC,
serves as the Trustee's counsel.  She employs A.L. Mitchell &
Associates as accountant CBRE, Inc. as real estate broker.


BING ENERGY: Unsecureds to Recover 5% Under Plan
------------------------------------------------
Energy International, Inc., and Bing Energy International, LLC,
filed with the U.S. Bankruptcy Court for the Northern District of
Florida a disclosure statement dated June 7, 2017, with respect to
the Debtors' plan of reorganization.

DIP lender BEI-DIP, LLC, has obtained an exit financing facility of
approximately $175,000 from Prime Meridian Bank.  All or some of
the members of the DIP Lender have guaranteed the exit facility.
The DIP Lender will exercise its option to convert the debt it is
owed by the Debtors into equity in the Reorganized Debtor and
inject cash into the Debtor's estates in an amount sufficient to
satisfy all allowed administrative expense claims in full, at
confirmation, and make a 1% distribution to holders of General
Unsecured Claims as of the Effective Date or as soon thereafter as
practicable and a payment of 4% payable over three years.  

With respect to the $10,574.08 secured claim of the Tax Collector,
to the extent there is collateral securing the tangible personal
property taxes, the Tax Collector can levy on such collateral from
and after the Effective Date; however, in the event no collateral
exists, the DIP Lender will inject sufficient Cash into the
Debtors' estates in an amount sufficient to satisfy the Tax
Collector's claim in full over three years from the Effective Date,
without interest, or on other terms and conditions agreed to by the
Debtors and the Tax Collector.  To the extent the Reorganized
Debtors operate post-confirmation, the DIP Lender may provide 100%
of the funding that is or may be necessary to support the
operations.  All interests in the Debtors will be cancelled, and
the DIP Lender will be the sole holder of interests in the
Reorganized Debtor, as of the Effective Date.  As of the Effective
Date, the Reorganized Debtor will own all of the Debtors' assets,
including Bing Inc.'s 100% ownership interest in Bing LLC, and all
of Bing LLC's assets, including its ownership interests in Nantong
Bing Energy Co., Ltd., and EnerFuel2, LLC, and NOLs for 2009-2014.

A copy of the Disclosure Statement is available at:

          http://bankrupt.com/misc/flnb16-40322-122.pdf

                 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.

The Office of the U.S. Trustee on August 10 appointed five
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases of Bing Energy International, LLC, and Bing
Energy International, Inc.  The committee members are: (1) Energy
Florida, Inc.; (2) J&J Materials, Inc.; (3) Richard Hennek; (4)
Florida State University Research Foundation; and (5) VPJP, LLC.


BLUE DOG AT 399: Seeks to Amend Ruling on Seyfarth Employment
-------------------------------------------------------------
Blue Dog at 399 Inc. asked the U.S. Bankruptcy Court for the
Southern District of New York to amend its previous ruling that
authorized the company to hire Seyfarth Shaw LLP.

In a court filing, the company proposed to amend the ruling to
provide that it will be responsible for the payment of Seyfarth's
fees and expenses.   

On June 13 last year, the court authorized Blue Dog to hire the
firm to represent it in an adversary case as special litigation
counsel.  

On April 14, Seyfarth filed a motion seeking court approval to
withdraw as special counsel, and exercise a charging and a
retaining lien pursuant to New York Law in order to recover unpaid
legal fees and expenses.  Blue Dog and the Office of the U.S.
Trustee opposed the motion.

At a hearing on May 17, the parties advised the court that they had
reached an agreement to resolve the motion and the objections.  The
agreement provided that Blue Dog will be responsible for the
payment of Seyfarth's fees and expenses as an administrative
expense, according to court filings.

                       About Blue Dog at 399

Blue Dog at 399 Inc. filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 15-10694) on March 24, 2015.  In its petition, the Debtor
estimated $1 million to $10 million in both assets and liabilities.
The petition was signed by Elizabeth Slavutsky, sole director and
shareholder.

Hon. Michael E. Wiles presides over the case.  Paul R. DeFilippo,
Esq., and John D. Giampolo, Esq., at Wollmuth Maher & Deutsch LLP
serves as the Debtor's counsel.

Landlord BP 399 Park Avenue LLC is represented by Menachem J.
Kastner, Esq., and Frederick E. Schmidt, Jr., Esq., at Cozen
O'Connor, PC.


BOWLMOR AMF: S&P Affirms 'B' CCR Amid Acquisition by Atairos
------------------------------------------------------------
S&P Global Ratings affirmed the 'B' corporate credit rating on
Mechanicsville, Va.-based Bowlmor AMF Corp.  S&P removed the
corporate credit rating from CreditWatch, where it had placed it
with negative implications on June 7, 2017.  The rating outlook is
stable.

S&P assigned its 'B+' issue-level rating to the first-lien debt to
be issued by borrower subsidiary Kingpin Intermediate Holdings LLC.
The first-lien debt consists of a $50 million revolving credit
facility due 2022 and a first-lien term loan of $535 million due
2024.  The recovery rating is '2', indicating S&P's expectation for
substantial recovery (70% to 90%; rounded estimate: 75%) for
lenders in the event of a payment default.  S&P also assigned its
'CCC+' issue-level rating to the second-lien term loan due 2025,
with a recovery rating of '6', indicating S&P's expectation for
negligible recovery (0% to 10%; rounded estimate: 0%) for lenders
in the event of a payment default.

"We affirmed the 'B' corporate credit rating despite additional
leverage from the proposed transaction because we expect Bowlmor
can reduce operating lease- and preferred stock-adjusted debt to
EBITDA to below our mid-7x downgrade threshold by fiscal year
ending June 30, 2019, and that the company will have good EBITDA
coverage of cash interest expense in the high-3x area, positive
free cash flow, and adequate liquidity in the form of cash balances
and revolver availability during this period," said S&P Global
Ratings credit analyst Jing Li.

S&P believes incremental leverage as a result of this transaction
can be reduced over time by anticipated good operating performance
and continued EBITDA growth due to expanding consumer spending, and
the company's track record of success improving EBITDA margin and
converting its centers to a more contemporary look and offering.

The stable outlook reflects S&P's expectation for good anticipated
operating performance and that Bowlmor will generate cash flow from
operations sufficient to meet capital spending requirements through
fiscal year 2019, and also maintain lease-adjusted EBITDA coverage
of interest expense above S&P's 1.5x downgrade threshold. S&P
expects the company to improve operating lease- and preferred
stock-adjusted debt to EBITDA to the low-7x area by the end of
fiscal year 2019 ended June.

S&P could lower the rating if operating performance deteriorates
(likely driven by decreases in demand for bowling or unexpected
center conversion challenges) such that adjusted debt to EBITDA
stays above 7.5x, or S&P believes total adjusted interest coverage
would decline and stay below 1.5x, excess cash flow turns negative,
or a covenant violation becomes likely.  Similarly, S&P could lower
the rating if the company takes a more aggressive posture toward
shareholder returns or acquisitions.

While unlikely in the near term, S&P could raise the rating if it
believes the company's financial sponsor would maintain adjusted
leverage below 5x and EBITDA coverage of adjusted interest expense
above 2x, while continuing to generate positive free cash flow.
S&P would also need to believe the company can continue to
successfully execute on its strategy of rebranding existing centers
and growing revenues and cash flows.



C & R EVENTS: Creditors to be Paid with Proceeds of Loans from N&F
------------------------------------------------------------------
C & R Events Enterprise LLC filed with the U.S. Bankruptcy Court
for the Western District of Tennessee a disclosure statement dated
June 7, 2017, referring to the Debtor's plan of reorganization.

The Plan provides that claims will be paid with the proceeds of
loans from N&F Granite and Fine Flooring LLC, a company owned by
Debtor's principal, Francisco Dasilva.

Class 3 unimpaired secured claim of Mascom Properties, LLC, will be
paid as follows: (a) on the Effective Date, the Debtor will cure
any monetary default that occurred before the commencement of the
Chapter 11 case under this title, at which time the maturity of the
note will be reinstated as such maturity existed before the
default; (b) on the effective Date, the Debtor will compensate the
holder of the Class 3 claim for any damages incurred as a result of
any reasonable reliance by such holder on contractual provision or
the applicable law.

The Class 4 Unimpaired Secured Claim of Pawnee Leasing Corporation,
if deemed a lease, will be assumed and paid according to its terms;
if deemed a secured claim, the Debtor will pay any arrearages and
the maturity of the obligation will remain as the maturity existed
before the filing of this case.

A copy of the Disclosure Statement is available at:

           http://bankrupt.com/misc/tnwb17-23363-29.pdf

                  About C & R Events Enterprise

Based in Memphis, Tennessee, C & R Events Enterprise LLC was formed
to purchase the real estate at 2688 Poplar Avenue in Memphis as a
night club and entertainment venue.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Tenn. Case No. 17-23363) on April 13, 2017.  The
petition was signed by Francisco DaSilva, owner and manager.  

Henry C. Shelton, III, Esq., at Adams and Reese LLP serves as the
Debtor's bankruptcy counsel.

At the time of the filing, the Debtor disclosed $1.87 million in
assets and $1.09 million in liabilities.

The case is assigned to Judge David S. Kennedy.


C-LEVELED LLC: Unsecureds to Get 88.5% Over 7 Yrs., No Interest
---------------------------------------------------------------
C-Leveled, LLC, filed with the U.S. Bankruptcy Court for the
Western District of Pennsylvania a corrected disclosure statement
to accompany the plan dated April 27, 2017.

Class 9 Unsecured Creditors will be paid 88.5% over seven years
without interest.  They will be paid $1,845 per month for 84
months.  The ultimate dividend to the unsecured class will depend
on the total number of allowed claims.  Payments to Class 9 will
commence on July 15, 2017.  Class 9 is estimated to be
$175,099.84.

The Debtor and Calaiaro Valencik have agreed that they will work
out a payment plan of their allowed legal fees.  The Debtor has
$12,204.50 cash on hand.  On the date of the plan confirmation, the
Debtor is expected to have $5,000 cash on hand.

A copy of the Corrected Disclosure Statement is available at:

        http://bankrupt.com/misc/pawb16-22748-125.pdf

                    About C-Leveled, LLC

C-Leveled, LLC, based in Pittsburgh, Pa., filed a Chapter 11
petition (Bankr. W.D. Pa. Case No. 16-22748) on July 26, 2016.  The
Hon. Gregory L. Taddonio presides over the case.  Donald R.
Calaiaro, Esq., of Calaiaro Valencik as bankruptcy counsel.

In its petition, the Debtor estimated $0 to $50,000 in assets and
$1 million to $10 million in liabilities.  The petition was signed
by Denise DeSimone, chairman.


CARRANO AIRCONTRACTING: Taps Savo Schalk as Legal Counsel
---------------------------------------------------------
Carrano Aircontracting, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of New Jersey to hire legal
counsel.

The Debtor proposes to hire Savo, Schalk, Gillespie, O'Grodnick &
Fisher, P.A. to handle all aspects of its Chapter 11 case.  The
firm will charge $350 per hour for the services of its partners and
counsel.

John Bracaglia, Jr., Esq., disclosed in a court filing that he and
his firm are "disinterested" as defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     John F. Bracaglia, Jr., Esq.
     Savo, Schalk, Gillespie
     O'Grodnick & Fisher P.A.
     77 North Bridge Street
     Somerville, NJ 08876
     Tel: 908-526-0707
     Fax: 908-725-8483
     Email: brokaw@centraljerseylaw.com

                About Carrano Aircontracting Inc.

Carrano Aircontracting, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. N.J. Case No. 17-22252) on June 15,
2017.  Steven Carrano, president. signed the petition.  

At the time of the filing, the Debtor disclosed $43,600 in assets
and $1.81 million in liabilities.

Judge Michael B. Kaplan presides over the case.


CARRINGTON FARMS: May Use Cash Collateral Until July 31
-------------------------------------------------------
The Hon. Bruce A. Harwood of the U.S. Bankruptcy Court for the
District of New Hampshire has granted Carrington Farms Condominium
Owners' Association permission to continue using up to $99,704 in
cash collateral to pay the costs and expenses incurred by the
Debtor in the ordinary course of business from June 1, 2017, until
July 31, 2017.

A hearing on the further motion for permission to use Cash
Collateral will be held on July 26, 2017, at 1:30 p.m.

As reported by the Troubled Company Reporter on June 2, 2017, the
Debtor filed a second cash collateral motion, asking the Court for
authorization to use cash collateral for the period beginning June
1, 2017, and ending on Aug. 31, 2017.

The Security Agreement entered into by and between Granite Bank,
formerly known as First Colebrook Bank and the Debtor, dated Feb.
6, 2014, granted the Bank the following collateral as security for
the payment of the claim asserted by the Bank in the amount of
$395,408.47 plus interest, late charges and attorney fees and
expenses, all of which continue to accrue:

     a. all deposit accounts including, but not limited to,
        demand, time, savings, passbook, and similar accounts held

        at the Bank;

     b. an assignment of the right to assess and collect
        condominium fees; and

     c. all proceeds and products of the collateral

The Debtor will deposit all funds received during this case in a
deposit account maintained at the Bank.

As adequate protection for the interest of the Bank in the Bank
Collateral (including the Cash Collateral) on account of the
Debtor's use of Cash Collateral and any decline in value arising
out of the automatic stay, the Debtor's use, sale, depreciation, or
disposition of the Bank Collateral or any other reason during this
case, the Debtor will grant the Bank the Replacement Liens and pay
the Bank:

     a. $854.80 within two business days of the entry of the
        June 9, 2017 court order;

     b. $5,342.55 on each of July 15, 2017 and July 6, 2017;
        and

     c. $11,539.90 of the Bank's attorneys' fees and costs, as
        provided for in the Stipulated Order Granting Debtor's
        first motion for order authorizing use of Cash Collateral
        and provision of adequate protection, plus additional
        amount as may be agreeable to the parties or determined to

        be fair and reasonable by the Court.

The Bank is granted additional and replacement security interests
and liens in, to and on (i) the Bank Collateral with the same
perfection and priority that it had in such assets prior to the
Petition Date, and (ii) the Debtor's post-petition assets of the
same kinds, nature, and types as the Bank Collateral, as well as
the proceeds thereof, which Replacement Liens granted hereby shall
be deemed valid and perfected notwithstanding the requirements of
non-bankruptcy law.  The Replacement Liens will be senior to any
security interests, liens or allowed superpriority claim
subsequently granted to any other person or entity.

The Debtor will file a further application for on-going usage of
Cash Collateral on or before July 12, 2017.

Any objections to the application for on-going usage of Cash
Collateral must be filed by July 19, 2017.

A copy of the court order is available at:

         http://bankrupt.com/misc/nhb17-10137-96.pdf

                    About Carrington Farms
                Condominium Owners Association

Carrington Farms Condominium Owners' Association, a not for profit,
voluntary association organized under RSA 292, is responsible for
the management and operation of Carrington Farms.  It is managed by
NH Core Properties, LLC., acting through Tom Carroll.  Although it
was administratively dissolved, Carrington Farms Condominium
Owners' Association has applied for reinstatement.

Carrington Farms Condominium Owners' Association filed a Chapter 11
bankruptcy petition (Bankr. D.N.H. Case No. 17-10137) on Feb. 3,
2017.  Gary Woscyna, President, signed the petition.  At the time
of filing, the Debtor estimated $100,000 to $500,000 in assets and
$500,000 to $1 million in liabilities.  William S. Gannon, Esq., at
William S. Gannon PLLC, is serving as counsel to the Debtor.


CARROLS RESTAURANT: Moody's Rates Proposed $50MM Sr. Sec. Notes B3
------------------------------------------------------------------
Moody's Investors Service assigned a B3 ratings to Carrols
Restaurant Group, Inc.'s proposed $50 million second lien senior
secured notes add-on. In addition, Moody's affirmed Carrol's B3
Corporate Family Rating (CFR), B3-PD Probability of Default Rating
and the B3 rating for its $200 million second lien senior secured
notes. Carrol's SGL-3 Speculative Grade Liquidity Rating was
affirmed. Outlook is positive.

Proceeds from the proposed note offering are expected to be used to
repay outstanding borrowings under its senior secured credit
facility as well as for working capital and general corporate
purposes which could include acquisitions.

"Affirmation of the B3 CFR and positive outlook reflects Moody's
view that despite higher leverage pro forma for proposed note
offering Moody's would expects credit metrics to strengthen over
the intermediate term as operating performance gradually improves"
stated Bill Fahy, Moody's Senior Credit Officer. "As of year-end
2016 and pro forma for the new note issuance leverage would
increase from 5.2 times to about 5.5 times and will likely be
slightly higher when the lease expense from recent acquisitions are
included" stated Fahy.

Assignments:

Issuer: Carrols Restaurant Group, Inc.

-- Senior Secured Regular Bond/Debenture, Assigned B3(LGD4)

Outlook Actions:

Issuer: Carrols Restaurant Group, Inc.

-- Outlook, Remains Positive

Affirmations:

Issuer: Carrols Restaurant Group, Inc.

-- Probability of Default Rating, Affirmed B3-PD

-- Speculative Grade Liquidity Rating, Affirmed SGL-3

-- Corporate Family Rating, Affirmed B3

-- Senior Secured Regular Bond/Debenture, Affirmed B3(LGD4)

RATINGS RATIONALE

Carrols' B3 CFR reflects the company's high leverage and modest
interest coverage as well as its single brand focus, modest scale,
geographic concentration and integration risks of an acquisition
driven growth strategy. The ratings are supported by Carrols'
position as the largest franchisee in the Burger King system in
terms of units, the significant ownership (approximately 21%) and
Board representation by Burger King Corporation ("BKC"), the
brand's strong position among its peers, and well balanced day-part
division.

The positive ratings outlook reflects Moody's view that both BKC's
strategic initiatives and Carrols' experience in operating and
integrating Burger King restaurants should result in a steady
improvement in earnings and credit metrics over the next 12-18
months. The outlook also reflects Moody's view that revenue and
earnings from recent acquisitions and sales lift from ongoing unit
remodeling should provide additional improvement to earnings and
liquidity over time.

Factors that could result in an upgrade include sustained
improvement in credit metrics and free cash flow driven in part by
positive same store sales and improved unit-level economics at
acquired restaurants. A higher rating would require debt to EBITDA
migrating towards 5.0x and EBIT coverage of gross interest of
around 1.5 times on a sustained basis. A higher rating would also
require generating positive free cash flow on a consistent basis
while maintaining at least adequate liquidity.

Factors that could result in a downgrade include any deterioration
in operating performance, particularly a sustained deterioration in
traffic or integration issues with acquired restaurants.
Specifically, a downgrade could occur if EBIT coverage of cash
interest expense fell below 1.0x or debt/EBITDA increased above
6.0x on a sustained basis. In addition, any deterioration in
liquidity for any reason could lead to a downgrade.

Carrols Restaurant Group, Inc., through its indirect operating
subsidiary, Carrols LLC, owns and operates 705 Burger King
restaurants through franchise agreements in 16 Northeastern,
Midwestern and Southeastern states. Annual revenue are around $1.0
billion.

The principal methodology used in these ratings was Restaurant
Industry published in September 2015.


CARROLS RESTAURANT: S&P Revises Outlook to Neg. & Affirms 'B' CCR
-----------------------------------------------------------------
S&P Global Ratings said it revised its outlook on Syracuse,
NY-based restaurant operator Carrols Restaurant Group, Inc. to
negative from stable, and affirmed the 'B' corporate credit rating
on the company.

At the same time, S&P affirmed the 'B' issue-level rating on the
senior notes.  The '3' recovery rating on the senior notes remains
unchanged.  S&P's '3' recovery rating reflects its expectation for
moderate (50%-70%; rounded estimate: 55%) recovery in the event of
a payment default.

"The outlook revision reflects the recent increase in debt through
revolver borrowings that were used to fund new unit acquisitions,
along with soft first quarter 2017 performance, which has resulted
in moderate weakening of credit metrics," said S&P Global Ratings
credit analyst Andrew Bove.

Although the proposed issuance of the $75 million senior notes
add-on will be approximately leverage-neutral, S&P believes that
the transaction limits the chances of debt repayment over the next
12 months given the more permanent financing, and therefore reduces
the likelihood of meaningful credit metric improvement.  As a
result, S&P now forecasts weaker credit metrics than it had
previously expected for the year.

The negative outlook reflects the company's recent weakening of
credit metrics due to increased debt to fund the acquisition of 60
new units, combined with soft first quarter performance, which has
resulted in leverage weakening to the high-5x area and EBITDA
interest coverage declining to the mid-2x area.  Although S&P
expects operating performance to improve throughout fiscal 2017,
S&P recognizes that there is at least a one-in-three chance that it
could lower the ratings in the next year if the company
underperforms S&P's expectations, or becomes more aggressive than
anticipated with new unit acquisitions.

S&P could lower the rating if the company is unable to show
moderate improvement in credit metrics over the next 12 months as a
result of further meaningful increases in costs, poor execution of
operational improvement initiatives in newly acquired units, or an
increased appetite for new unit acquisitions.  This would lead to
sales growth in the high-single digits (compared with S&P's
base-case forecast of low-double digit sales growth) and EBITDA
margin 50 basis points (bps) below our current projection,
resulting in debt to EBITDA remaining in the high-5x area and
EBITDA interest coverage remaining in the mid-2x area.  S&P could
also consider a negative rating action if the company issues
additional debt as a result of a more aggressive new unit
acquisition strategy.

S&P could take a positive rating action if Carrols delivers solid
operating results driven by quicker-than-expected improvement in
recently acquired restaurants and commodity costs subside
throughout the remainder of the year, while Carrols shows prudent
risk management in its acquisition of new Burger King restaurants.
Under this scenario, revenue growth would be in the low-teens
percent range (compared with our forecast of the 10% range), and
gross margin would be 50 bps higher than S&P's expectation.  This
would lead to leverage in the low-5x area and EBITDA interest
coverage in the high-2x range.  At this time, S&P would also
believe that the risk of meaningful re-leveraging is minimal.


CDR STRAINERS: Unsecureds to be Paid from Net Profits Until 7 Yrs.
------------------------------------------------------------------
CDR Strainers & Filters, Inc., filed with the U.S. Bankruptcy Court
for the Southern District of Texas a Chapter 11 small business
disclosure statement dated June 7, 2017, referring to the Debtor's
plan of reorganization.

Holders of allowed Class 7 General Unsecured Claims will be paid
pro rata from net profits from the Debtor until the earlier of
seven years or all Allowed General Unsecured Claims are paid.  This
class is impaired by the Plan.

Payments and distributions under the Plan will be funded by
ordinary business income generated from continued operation of the
Debtor's custom fabrication and manufacture of oilfield strainers
and filters.

The Disclosure Statement is available at:

          http://bankrupt.com/misc/txsb16-31997-151.pdf

               About CDR Strainers & Filters, Inc.

CDR Strainers & Filters, Inc., is a privately-held Texas for-profit
corporation located at 279 Oil Field Road, Bellville, Texas 77418,
incorporated on or about Aug. 20, 2007.  The Debtor was founded by
Blanca Croson, President and sole-shareholder of the Debtor.  The
Debtor is a manufacturer and distributor of pipeline products,
including strainers, orifice plates, line blinds, and custom
fabricated items.  The Debtor's management team has over 25 years
of experience in the strainer manufacturing industry and all
products are fabricated in strict accordance to all recognized
industry related standards and specifications including ANSI, ISO,
ASME, API, and NACE.

CDR Strainers 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 at $0 to $50,000 and liabilities at $500,001 to $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.


CHINA COMMERCIAL: Amends Prospectus for $30 Million Offering
------------------------------------------------------------
China Commercial Credit, Inc., filed with the Securities and
Exchange Commission an amended Form S-3 registration statement in
connection with an offering of common stock, preferred stock,
warrants, or a combination of these securities, or units, for an
aggregate offering price of up to $30 million.

The Company's common stock is listed on the NASDAQ Capital Market
under the symbol "CCCR."  On June 14, 2017, the last reported sales
price of the Company's common stock was $3.12.  The Company will
apply to list any shares of common stock sold by it under this
prospectus and any prospectus supplement on the NASDAQ Capital
Market.  The prospectus supplement will contain information, where
applicable, as to any other listing of the securities on the NASDAQ
Capital Market or any other securities market or exchange covered
by the prospectus supplement.

As of June 14, 2017, the aggregate market value of the Company's
outstanding common stock held by non-affiliates is $54,236,298.50,
based on 17,383,429 shares of outstanding common stock, of which
approximately 14,073,654 shares are held by non-affiliates, and a
per share price of $3.12 based on the closing sale price of our
common stock on June 14, 2017.

During the 12 calendar month period ended June 7, 2017, 2,499,025
shares of the common stock of the Company have been offered.

A full-text copy of the Form S-3/A is available for free at:

                     https://is.gd/xWdph7

                 About China Commercial Credit

China Commercial Credit, Inc., offers financial services in China.
It provides direct loans, loan guarantees and financial leasing
services to small-to-medium sized businesses, farmers and
individuals in the city of Wujiang, Jiangsu Province.

China Commercial reported a net loss of US$1.98 million on US$1.29
million of total interest and fee income for the year ended Dec.
31, 2016, compared with a net loss of US$61.26 million on US$2.98
million of total interest income for the year ended Dec. 31, 2015.
As of March 31, 2017, China Commercial had $20.27 million in total
assets, $19.13 million in total liabilities and $1.13 million in
total shareholders' equity.

Marcum Bernstein & Pinchuk LLP, in Shanghai, China, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has
accumulated deficit that raises substantial doubt about its ability
to continue as a going concern.


CINRAM GROUP: Claims Filing Deadline Set for July 25
----------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has set
July 25, 2017, as the deadline for persons and entities to file
proofs of claim against Cinram Group Inc. and its
debtor-affiliates.

The Court also set Sept. 13, 2017, as the last day for governmental
units file their proofs of claim against the Debtors.

All proofs of claim must be filed with the clerk of the court at:

   Martin Luther King, Jr. Federal Building
   50 Walnut Street, 3rd Floor
   Newark, New Jersey 07102

Proofs of claim may also be filed electronically at
http://www.njb.uscourts,gov/content/proof-claim.

                   About Cinram Group, Inc.

Cinram Group, Inc., based in Livingston, New Jersey, and its
affiliates filed a Chapter 11 petition (Bankr. D.N.J. Lead Case No.
17-15258) on March 17, 2017.  The petition was signed by Glenn
Langberg, chief executive officer.

Cinram Group, Inc. estimated $1 million to $10 million in both
assets and liabilities.  Cinram Operations, Inc. estimated $1
million to $10 million in assets and under $50,000 in liabilities.

Cinram Property Group, LLC listed $10 million to $50 million in
assets and under $50,000 in liabilities.

The Hon. Vincent F. Papalia presides over the jointly administered
cases. Kenneth A. Rosen, Esq., at Lowenstein Sandler, LLP, serves
as bankruptcy counsel to the Debtors.

On April 3, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee members
are SIR Properties Trust, MPEG LA LLC, Technicolor Home
Entertainment Services Inc., and Richter LLP.  Cole Schotz P.C.
serves as bankruptcy counsel.


COBALT INTERNATIONAL: TOTAL Cancels Management Agreement
--------------------------------------------------------
Total E&P USA, Inc., exercised its option to terminate the Gulf of
Mexico Program Management and AMI Agreement, dated April 6, 2009,
between Cobalt International Energy, L.P., a wholly-owned
subsidiary of Cobalt International Energy, Inc., and TOTAL.  TOTAL
terminated the Agreement in accordance with its rights pursuant to
Sections 7.1 and 7.2(b) of the Agreement.  The Agreement was
terminated effective June 12, 2017.

On April 6, 2009, Cobalt LP and TOTAL entered into a long-term
alliance through a series of transactions in which Cobalt LP and
TOTAL combined certain of their respective U.S. Gulf of Mexico
exploratory lease inventory through the exchange of a 40% interest
in Cobalt LP's leases for a 60% interest in TOTAL's leases.
Pursuant to the Agreement, Cobalt LP formed a reciprocal area of
mutual interest with TOTAL that covered substantially all of the
deepwater U.S. Gulf of Mexico, subject to certain exclusions.
TOTAL's obligations under the Agreement consisted principally of
paying its share of certain general and administrative costs
relating to the Company's operations in the deepwater U.S. Gulf of
Mexico.

Timothy J. Cutt, Cobalt's chief executive officer, stated "In my
view, the strategic importance of the alliance has diminished
significantly over time.  The alliance with TOTAL was critical in
the early years in solidifying our credibility as a world-class
deepwater operator.  It was also valuable from a financial
standpoint because of the significant carry we received on the
initial five well program and the success payment for North Platte.
Today, our capability as a deepwater operator is well-established
and with the financial elements of the alliance all but gone, it
makes sense to move on from the alliance.  I would add that the
termination of the agreement removes administrative and operational
burdens, increases our flexibility in partnering with industry and
eliminates TOTAL's tag-along rights with respect to dispositions of
Cobalt's Gulf of Mexico portfolio.  It also removes the ambiguity
associated with the determination of operatorship upon completion
of appraisal operations given that the agreement had provided that
operatorship of a joint development such as North Platte would be
determined based on working interest ownership and the respective
experience in large developments.  Operatorship is now defined in
the operating agreements between Cobalt and TOTAL, all of which
name Cobalt as operator."

                    About Cobalt International

Cobalt International Energy, Inc., is an independent exploration
and production company with operations currently focused in the
deepwater U.S. Gulf of Mexico.  In January 2016, the Company
achieved initial production of oil and gas from the Heidelberg
field.  The Company's exploration efforts in the U.S. Gulf of
Mexico have resulted in four oil and gas discoveries including the
North Platte, Shenandoah, Anchor, and Heidelberg fields, each of
which are in various stages of appraisal and development.  The
Company also has a non-operated interest in the Diaba Block
offshore Gabon.

Cobalt International reported a net loss of $2.34 billion on $16.80
million of revenues for the fiscal year ended Dec. 31, 2016,
compared to a net loss of $694.43 million on $nil of revenues for
the fiscal year ended Dec. 31, 2015.  

As of March 31, 2017, Cobalt had $1.93 billion in total assets,
$3.07 billion in total liabilities, and a total stockholders'
deficit of $1.14 billion.

Ernst & Young LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, stating that the Company has near-term
liquidity constraints that raises substantial doubt about its
ability to continue as a going concern.


COBALT INTERNATIONAL: Will Effect 1-for-15 Reverse Stock Split
--------------------------------------------------------------
The Board of Directors of Cobalt International Energy, Inc.,
determined that it was in the best interest of the Company to
proceed with a reverse stock split.  As previously reported,
Cobalt's stockholders approved a proposed amendment to the
Company's amended and restated certificate of incorporation to
effect, solely at the discretion of the board of directors, a
reverse stock split and proportionate reduction in the number of
authorized shares of common stock.

On June 16, 2017, the Company filed a certificate of amendment to
its second amended and restated certificate of incorporation with
the Secretary of State of the State of Delaware to effectuate the
Stock Split of its issued and outstanding shares of common stock on
a 1-for-15 basis and to reduce the number of its authorized shares
of common stock to 133,333,333 shares.  The Stock Split became
effective as of 4:00 p.m. Eastern Time on June 16, 2017,  As of the
Effective Time, every 15 shares of issued and outstanding common
stock were converted into one share of common stock.  No fractional
shares will be issued in connection with the Stock Split.  Instead,
each fractional share will be rounded up to the nearest whole share
of common stock.  However, any fractional shares resulting from
adjustments to the number of shares underlying equity awards under
the Company's equity incentive plans will be rounded down to the
nearest whole share of common stock to comply with the requirements
of Section 409A of the Internal Revenue Code.

All options, stock appreciation rights and convertible securities
of the Company outstanding immediately prior to the Stock Split
have been proportionately adjusted for the Stock Split by dividing
the number of shares of common stock into which the options, stock
appreciation rights and convertible securities are exercisable or
convertible by 15 and multiplying the exercise or conversion price
thereof by 15.

                    About Cobalt International

Cobalt International Energy, Inc., is an independent exploration
and production company with operations currently focused in the
deepwater U.S. Gulf of Mexico.  In January 2016, the Company
achieved initial production of oil and gas from the Heidelberg
field.  The Company's exploration efforts in the U.S. Gulf of
Mexico have resulted in four oil and gas discoveries including the
North Platte, Shenandoah, Anchor, and Heidelberg fields, each of
which are in various stages of appraisal and development.  The
Company also has a non-operated interest in the Diaba Block
offshore Gabon.

Cobalt International reported a net loss of $2.34 billion on $16.80
million of revenues for the fiscal year ended Dec. 31, 2016,
compared to a net loss of $694.43 million on $nil of revenues for
the fiscal year ended Dec. 31, 2015.  As of March 31, 2017, Cobalt
had $1.93 billion in total assets, $3.07 billion in total
liabilities and a total stockholders' deficit of $1.14 billion.

Ernst & Young LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, stating that the Company has near-term
liquidity constraints that raises substantial doubt about its
ability to continue as a going concern.


CORONADO GROUP: S&P Raises Rating on Term Loan to 'B+'
------------------------------------------------------
S&P Global Ratings said that it is raising its issue-level rating
on Coronado Group LLC's (B-/Stable/--) term loan to 'B+' from 'B',
after the company closed its term loan facility $25 million below
what S&P initially anticipated.  The company's new $175 million
term loan was originally rated at the contemplated size of $200
million.  The facility maturity term remains unchanged at six
years.  S&P is revising the recovery rating on the term loan to '1'
from '2', which indicates its expectation of very high (90%-100%,
rounded estimate: 95%) recovery in the event of a payment default.

                         RECOVERY ANALYSIS

Key analytical factors

   -- S&P's default scenario assumes a precipitous decline in
      international coal market prices due to external conditions
      such as oversupply in the market possibly caused by
      increased production from the largest coal producers.  This
      would result in dwindling sales volumes; low margins; and
      ultimately, operating losses that the company would have to
      fund with cash on hand and, to the extent available,
      borrowings under its revolving credit facility.  Facing
      deteriorating liquidity, Coronado would reach a point in
      2019 where it defaults on its obligations or files for
      bankruptcy.

   -- S&P assesses recovery prospects on the basis of a gross
      reorganization value for Coronado of approximately
      $253 million, reflecting about $50.7 million of emergence
      EBITDA and a 5x multiple.  The 5x multiple is consistent
      with that of industry peers.

   -- The $50.7 million emergence EBITDA incorporates S&P's
      recovery assumption for default-year interest, scheduled
      amortization, and minimum capital expenditures.  S&P's
      recovery rating on Coronado's first-lien term loan due 2023
      is '1', which indicates S&P's expectation for very high
      (90%-100%; rounded estimate 95%) recovery in the event of a
      payment default.

Simulated default and Valuation Assumptions

   -- Simulated year of default: 2019
   -- Emergence EBITDA: $50.7 million
   -- EBITDA multiple: 5x
   -- Gross recovery value: $253.5 million

Simplified Waterfall

   -- Net enterprise value at default (after 5% administrative
      costs): $240.7 million
   -- Priority claims and adjustments (60% usage of the
      $100 million asset-based lending facility): $62 million
   -- Total collateral value for first-lien term loan:
      $178.8 million
   -- Total term loan claim $179.6 million
      -- Recovery expectation: 90%-100% (rounded estimate: 95%)

RATINGS LIST

Coronado Group LLC
Corporate Credit Rating             B-/Stable/--

Issue-Level Ratings Raised; Recovery Ratings Revised
                                     To            From
Coronado Group LLC
Senior Secured                      B+            B
  Recovery Rating                    1(95%)        2(85%)


CRAPP FARMS: Committee Taps Goldstein & McClintock as Counsel
-------------------------------------------------------------
The official committee of unsecured creditors of Crapp Farms
Partnership seeks approval from the U.S. Bankruptcy Court for the
Western District of Wisconsin to hire legal counsel.

The committee proposes to hire Goldstein & McClintock LLLP to,
among other things, give advice on legal issues related to the
Debtor's Chapter 11 case, assist in negotiations, investigate
assets and pre-bankruptcy conduct of the Debtor, and advise on the
terms of any sale of assets and plan of reorganization or
liquidation.

The hourly rates charged by the firm are:

     Senior Partners             $735
     Associates                  $275
     Legal Assistants     $135 - $255

Matthew McClintock, Esq., a partner at Goldstein, disclosed in a
court filing that his firm is "disinterested" as defined in section
101(14) of the Bankruptcy Code.

The firm can be reached through:

     Matthew E. McClintock, Esq.
     Goldstein & McClintock LLLP
     111 W. Washington St., Suite 1221
     Chicago, IL 60602
     Phone: (312) 337-7700

                  About Crapp Farms Partnership

Crapp Farms Partnership is a large farming operation that includes
growing and selling crops, raising livestock, and providing farm
trucking and excavating services to third-party customers.  The
farming operation is located in Potosi, Wisconsin.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Wis. Case No. 17-11601) on May 3, 2017.  The
petition was signed by Darell C. Crap, partner.  

At the time of the filing, the Debtor estimated its assets and
debts at $10 million to $50 million.  

The case is assigned to Judge Catherine J. Furay.  The Debtor hired
Krekeler Strother, S.C. as Chapter 11 counsel.

On June 5, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.


CRISTALEX INC: Unsecureds to Recover 2.21% Under Plan
-----------------------------------------------------
Cristalex, Inc., et al., filed with the U.S. Bankruptcy Court for
the District of Puerto Rico a disclosure statement dated June 7,
2017, referring to the Debtors' Chapter 11 plan.

Class 6 Unsecured Class of Claims is impaired by the Plan.  This
class will receive a distribution of $5,000, which amounts to
approximately 2.21% of their current allowed claims amount.

Payments and distributions under the Plan will be funded by the
on-going operations of Cristalex.

A copy of the Disclosure Statement is available at:

           http://bankrupt.com/misc/prb16-06385-96.pdf

                      About Cristalex, Inc.

Cristalex, Inc., is a corporation engaged in the custom glass and
mirror business that sells and installs windows, doors and other
glass products for commercial and residential customers.  Felix V.
Rolon Latorre and Marta L. Pagan Batista are individuals who own
100% property interest in the Debtor, and are employed by Debtor.
Marta L. Pagan Batista is the president and, together with Felix V.
Rolon Latorre, holds 100% of ownership of the Debtor.  The
President of Cristalex before and during the Debtor's Chapter 11
case has been Marta L. Pagan Batista.

Cristalex sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D.P.R. Case No. 16-06385) on Aug. 11, 2016.  The petition
was signed by Marta Pagan Batista, president.  The Debtor is
represented by Myrna L. Ruiz-Olmo, Esq., at MRO Attorneys at Law,
LLC.  At the time of the filing, the Debtor estimated assets at
$100,001 to $500,000 and liabilities at $500,001 to $1 million.

The Debtor engaged Falcon-Sanchez & Associates, PSC, as accountant.


CRYSTAL LAKE GOLF: May Use Cash Collateral Through June 28
----------------------------------------------------------
The Hon. Christopher J. Panos of the U.S. Bankruptcy Court for the
District of Massachusetts has granted Crystal Lake Golf Club, LLC,
and Crystal Lake Open Space, Inc., permission to use cash
collateral through the conclusion of an evidentiary hearing
scheduled for June 28, 2017, at 9:30 a.m.

On or before June 23, 2017, the Debtor will file a notice on the
docket regarding the Debtor's request for continued use of cash
collateral beyond June 28, 2017.  Any objections to the form of
order and to further use of cash collateral will be filed no later
than June 27, 2017, at 12:00 p.m.

A copy of the court order is available at:

          http://bankrupt.com/misc/mab16-41324-137.pdf

                About Crystal Lake Golf Club LLC

Crystal Lake Golf Club, LLC, filed a Chapter 11 petition (Bankr. D.
Mass. Case No. 16-41324) on July 27, 2016.  The petition was signed
by Michael J. Maroney, managing member.  The case is assigned to
Judge Christopher J. Panos.  The Debtor estimated assets at
$500,000 to $1 million and liabilities at $1 million to $10 million
at the time of the filing.

The Debtor is represented by Richard A. Mestone, Esq., at Mestone &
Associates LLC.  The Debtor employed Jeffrey M. Dennis, CPA, as
accountant.


CTI BIOPHARMA: Will Conduct Future 'Say-on-Pay' Votes Annually
--------------------------------------------------------------
CTI Biopharma Corp. disclosed in an amended Form 8-K report filed
with the Securities and Exchange Commission that it has decided to
conduct future stockholder advisory votes to approve the
compensation of the Company's named executive officers annually.

As previously reported in the Original Form 8-K, in a non-binding
advisory vote on the frequency of future say on pay votes held at
the 2017 Annual Meeting, 5,127,163 shares voted for one year,
29,197 shares voted for two years, 81,073 shares voted for three
years, 34,890 shares abstained and there were 9,289,995 broker
non-votes.  The Company has considered the outcome of this advisory
vote and has determined, as was recommended with respect to this
proposal by the Company's board of directors in the proxy statement
for the 2017 Annual Meeting, that the Company will hold future say
on pay votes on an annual basis until the occurrence of the next
advisory vote on the frequency of say on pay votes.  The next
advisory vote regarding the frequency of say on pay votes is
required to occur no later than the Company's 2023 Annual Meeting
of Stockholders.   

                      About CTI BioPharma

CTI BioPharma Corp. (NASDAQ and MTA: CTIC) --
http://www.ctibiopharma.com/-- formerly known as Cell
Therapeutics, Inc., is a biopharmaceutical company focused on the
acquisition, development and commercialization of novel targeted
therapies covering a spectrum of blood-related cancers that offer a
unique benefit to patients and healthcare providers.  The Company
has a commercial presence in Europe and a late-stage development
pipeline, including pacritinib, CTI's lead product candidate that
is currently being studied in a Phase 3 program for the treatment
of patients with myelofibrosis.  CTI BioPharma is headquartered in
Seattle, Washington, with offices in London and Milan under the
name CTI Life Sciences Limited.

CTI Biopharma reported a net loss attributable to common
shareholders of $52 million on $57.40 million of total revenues for
the year ended Dec. 31, 2016, compared to a net loss attributable
to common shareholders of $122.6 million on $16.11 million of total
revenues for the year ended Dec. 31, 2015.

As of March 31, 2017, CTI Biopharma had $44.66 million in total
assets, $55.03 million in total liabilities and a $10.37 million
total shareholders' deficit.

"We will need to continue to conduct research, development, testing
and regulatory compliance activities with respect to our compounds
and ensure the procurement of manufacturing and drug supply
services, the costs of which, together with projected general and
administrative expenses, is expected to result in operating losses
for the foreseeable future.  Additionally, we have resumed primary
responsibility for the development and commercialization of
pacritinib as a result of the termination of the Pacritinib License
Agreement in October 2016, and we will no longer be eligible to
receive cost sharing or milestone payments for pacritinib's
development from Baxalta Incorporated and its affiliates, or
Baxalta, which is now part of Shire plc.  We have incurred a net
operating loss every year since our formation.  As of March 31,
2017, we had an accumulated deficit of $2.2 billion, and we expect
to continue to incur net losses for the foreseeable future.

"Our available cash and cash equivalents were $33.3 million as of
March 31, 2017.  We believe that our present financial resources,
together with payments projected to be received under certain
contractual agreements and our ability to control costs, will only
be sufficient to fund our operations into the third quarter of
2017.  This raises substantial doubt about our ability to continue
as a going concern," the Company stated in its quarterly report for
the period ended March 31, 2017.


DAWSON INTERNATIONAL: Plan Exclusivity Period Extended to Sept. 20
------------------------------------------------------------------
The Hon. James L. Garrity, Jr., of U.S. Bankruptcy Court for the
Southern District of New York has extended, at the behest of Dawson
International Investments (Kinross) Inc. and certain of its
affiliates, the exclusive periods during which only the Debtors may
file a chapter 11 plan and solicit acceptances thereof, through and
including Sept. 20 and Nov. 21, 2017, respectively.

As reported by the Troubled Company Reporter on May 17, 2017, the
Debtors requested the extension, telling the Court that they have
been making meaningful progress in addressing multiple issues in
conjunction with formulating a viable chapter 11 plan including,
without limitation, complex issues regarding the termination of a
pension plan, and discussions with government agencies over
addressing potential environmental claims that might exist against
one or more of the estates.

                   About Dawson International
                   Investments (Kinross) Inc.

Dawson International is in the cashmere business. It comprises two
trading divisions, based in the UK and the USA. The UK division
comprises the Barrie Knitwear business, based in Hawick Scotland.
It manufactures highest quality cashmere garments at its factory in
the Scottish borders and sells to some of the world's most
prestigious couture houses, department stores and private label
retail outlets.

Based in Natick, Massachusetts, Ilion Properties, Inc., Dawson
International Investments (Kinross) Inc., Dawson International
Properties, Inc., DCC USA Inc., and Dawson Luxury Garments LLC
filed separate Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y.
Case Nos. 16-11550 to 16-11554) on May 27, 2016. The Hon. James L.
Garrity Jr. presides over the cases.

Patrick L. Hayden, Esq., and Nathan S. Greenberg, Esq., at
McGuireWoods LLP, serve as counsel to the Debtors.  Deloitte Tax
LLP has been tapped as tax service provider and Qualified Annuity
Services, Inc., as pension plan consultants to the Debtors.

Each of the Debtors estimated between $1 million to $10 million in
both assets and liabilities.  The petitions were signed by David G.
Cooper, president and sole director.

The U.S. Trustee has been unable to appoint an official committee
of unsecured creditors in the Debtors' cases.


DIRECTBUY HOLDINGS: Seeks Dismissal of Chapter 11 Proceeding
------------------------------------------------------------
BankruptcyData.com reported that DirectBuy Holdings filed with the
U.S. Bankruptcy Court a motion for entry of an order dismissing the
Debtors' Chapter 11 proceeding.  The motion explains, "The Debtors
commenced these Chapter 11 cases to preserve their business as a
going concern and maximize the value of their assets through a sale
transaction.  The Debtors achieved that goal and, in February,
2017, closed a sale of substantially all of their business assets.
After the closing, the Debtors, Committee and Pre-Petition Secured
Parties entered into a settlement that enabled the Debtors to pay
administrative expense claims not assumed in connection with the
sale and otherwise administer these Chapter 11 cases.  That
settlement positioned the Debtors to exit from Chapter 11.  As this
juncture, the Debtors and the Committee have discussed the most
efficient way to conclude the Chapter 11 Cases.  After carefully
considering the alternatives, and given the completion of the sale
and the lack of any remaining assets to monetize, the Debtors have
decided that dismissal is the most effective way to proceed as they
are unable to propose and confirm a plan. In any event,
confirmation of a plan of liquidation will take too long, be too
expensive and substantially increase administrative costs.
Conversion of these cases to Chapter 7 merely will add another
layer of administrative expenses without any benefit to the
Debtor's unsecured creditors.  Bases on these circumstances,
dismissal makes the most practical and economic sense." The Court
scheduled a July 18, 2017 hearing to consider the motion, with
objections due by July 5, 2017.

                     About DirectBuy Holdings

DirectBuy Holdings Inc., headquartered in Merrillville, Indiana, is
a membership buying club that operates under a franchise business
model.  DirectBuy Holdings, Inc., United Consumers Club,
Incorporated, DirectBuy, Inc., Beta Finance Company, Inc., UCC
Distribution, Inc., U.C.C. Trading Corporation, National Management
Corporation, and UCC of Canada, Inc., each filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 16-12435) on Nov. 1, 2016.
The petitions were signed by Michael P. Bornhorst, chief executive
officer.

DirectBuy Holdings estimated $100 million to $500 million in assets
and liabilities.  

Judge Christopher S. Sontchi presides over the cases.

Marion M. Quirk, Esq., Nicholas J. Brannick, Esq., Michael D.
Sirota, Esq., Ilana Volkov, Esq., Felice R. Yudkin, Esq., at Cole
Schotz P.C., are serving as counsel to the Debtors.  Carl Marks &
Co. serves as the Debtors' financial advisor.  Prime Clerk LLC is
the claims and noticing agent.  

The Company's Canadian subsidiaries were slated on Nov. 2, 2016, to
commence proposal proceedings under the Bankruptcy and Insolvency
Act to obtain an Order from the Ontario Superior Court of Justice
approving proposals to be made by the Canadian Subsidiaries to
their respective creditors under Part III of the BIA.

Andrew R. Vara, Acting U.S. Trustee for Region 3, appointed five
creditors of DirectBuy Holdings, Inc., to serve on the official
committee of unsecured creditors.  Saul Ewing LLP has been tapped
as counsel and Emerald Capital Advisors as financial advisors.

An ad hoc committee of prepetition noteholders, which include
Bayside DirectBuy, LLC, is being represented by Weil, Gotshal
Manges LLP and Pepper Hamilton LLP.


DOWLING COLLEGE: Princeton Buying Oakdale Campus F&E for $90K
-------------------------------------------------------------
Dowling College, formerly known as Dowling Institute, formerly
known as Dowling College Alumni Association, formerly known as
CECOM, also known as Dowling College, Inc., asks the U.S.
Bankruptcy Court for the Eastern District of New York to authorize
the sale of furniture and equipment located at the Oakdale Campus
("F&E") to Princeton Education Center, LLC for $90,000.

On the Petition Date, the Debtor filed a motion seeking, among
other things, approval of the sale of its 25 acre campus located at
150 Idle Hour Boulevard, Oakdale, New York to the Successful Bidder
as determined by the bidding procedures.

On Dec. 16, 2016, the Court entered an order approving, among other
things, bidding procedures for the sale of the Oakdale Campus and
scheduling an Auction and sale hearing in connection therewith.  On
April 4, 2017, the Debtor conducted the Auction for the Oakdale
Campus and thereafter declared Princeton to be the Successful
Bidder at the conclusion of the Auction for the Oakdale Campus.  On
April 6, 2017, the Debtor and Princeton executed an Asset Purchase
Agreement with respect to the sale of the Oakdale Campus.  Pursuant
to the Oakdale Campus APA, the F&E located at the Oakdale Campus
were Excluded Assets.  On April 12, 2017, the Court entered an
order approving the sale of the Oakdale Campus to Princeton.  The
closing is expected to occur on June 20, 2017.

Since the F&E was excluded from the Oakdale Campus APA, the Debtor
solicited proposals from five liquidation agents to market and sell
the F&E and certain furniture and equipment located at the
Brookhaven Campus.  The Debtor only received three proposals from
the liquidation agents to market and sell such assets for the
Debtor.  It determined that the best proposal was submitted by
Tiger Capital Group, LLP, which provided for the following
compensation structure: the first proceeds of up to $155,000 would
go to the Debtor if the liquidation process commenced by May 8,
2017, with the next $125,000 payable to Tiger as reimbursement of
expected costs, and for any amounts over $280,000, the Debtor would
receive 85% of the proceeds and Tiger would receive the remaining
15% of the proceeds, plus the retention of a buyers' premium of 18%
on all sale proceeds.

On April 28, 2017, the Debtor filed the Tiger Sale and Retention
Motion which included, inter alia, procedures for the sale of the
F&E to the highest bidder.  Given its anticipated timing for the
hearing of the Tiger Sale and Retention Motion and approval of the
same, the expected Guarantee Amount was reduced to $85,000.  If the
liquidation process commenced after May 24, 2017, the Guarantee
Amount would be reduced to zero.

On May 22, 2017, the Court held a hearing to consider, among other
things, the Tiger Sale and Retention Motion and denied the relief
sought therein.  At the time that the Court denied the Tiger Sale
and Retention Motion, the Debtor entered into the F&E APA with
Princeton for the sale of the F&E.  The F&E is defined in the F&E
APA to consist of all furniture, furnishings, machinery, appliances
and other equipment owned by the Debtor and located on the Oakdale
Campus, including all such vehicles, desks, chairs, tables,
Hardware, copiers, telephone lines, telecopy machines and other
telecommunication equipment and miscellaneous office furnishings,
but specifically excluding Non-Estate Property.

Pursuant to the F&E APA, the purchase price for the F&E is $90,000
and the Debtor has received a $5,000 deposit towards the purchase
price.  The sale is free and clear of liens, claims and
encumbrances. A significant condition is set forth in section
7.1(b) of the F&E APA, which section permits Princeton to terminate
the F&E APA if for any reason Princeton is unable to close on the
sale of the Oakdale Campus pursuant to the Oakdale Campus APA.

The extraordinary provisions in the proposed Sale are:

          a. Use of Proceeds: Upon consummation of the proposed
Sale of the F&E to Princeton, the Debtor will pay the proceeds to
the DIP Agent, which payment will be applied to the Debtor's
Obligations in accordance with the terms of that certain
Debtor-in-Possession Multi-Draw Term Loan Promissory Note dated as
of Nov. 29, 2016, by and among the Debtor and each lender party
thereto and the DIP Agent.

          b. Private Sale/No Competitive Bidding: The Debtor is not
actively seeking higher or better offers because it submits that a
private sale is appropriate under the circumstances and its DIP
lenders and the Creditors' Committee have no objection to the
same.

          c. Relief from Bankruptcy Rule 6004(h): The proposed form
of Order contains a waiver of the stay imposed by Bankruptcy Rule
6004(h).

A copy of the F&E APA attached to the Motion is available for free
at:

     http://bankrupt.com/misc/Dowling_College_345_Sales.pdf

The Debtor submits that the proposed Sale of the F&E is an exercise
of sound business judgment and is in the best interests of its
creditors.  It submits that the F&E is of relatively de minimis
value and is of no use to it in relation to this liquidating
Chapter 11 Case.  The Oakdale Campus APA provides that all
furniture and equipment located at the Oakdale Campus must be
removed no later than July 31, 2017.  At this time, absent a sale
of the F&E to Princeton, the F&E would either need to be moved
offsite to be marketed and sold or destroyed, most likely resulting
in a loss of funds for the estate.  The proposed Sale of the F&E to
Princeton is providing $90,000 to the estate, an amount greater
than the Guarantee Amount provided for under the terms of the
engagement agreement with Tiger.  Further, the Sale to Princeton is
supported by the Debtor's DIP lenders and the Creditors'
Committee.

The Debtor asks the Court to waive the 14-day stay period required
under Rule 6004(h) or, in the alternative, if an objection is filed
to the proposed Sale, reduce the stay period to the minimum amount
of time reasonably necessary for the objecting party to file a stay
pending appeal.  This relief is both necessary and appropriate
under the circumstances of this case given that the closing of the
Oakdale Campus is expected to have occurred by the time the Court
considers the instant Sale Motion.

The Purchaser:

          PRINCETON EDUCATION CENTER, LLC
          1201 North Orange St., Suite 700-7550
          Wilmington, DE 19801

The Purchaser is represented by:

          Jim Chengyu Hou, Esq.          
          LIU, ZHENG, CHEN AND HOFFMAN LLP
          358 5th Ave, Suite 1003
          New York, NY 10001

                      About Dowling College

Dowling College was founded in 1955 as part of Adelphi College's
outreach to Suffolk County, New York.  Dowling College became the
first four-year, degree-granting liberal arts institution in the
county.  It purchased the former W.K. Vanderbilt estate in Oakdale
in 1962.

Dowling College sought Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 16-75545) on Nov. 30, 2016, estimating assets of
$100 million to $500 million and debt of less than $100 million.
The Debtor is represented by Klestadt Winters Jureller Southard &
Stevens, LLP.  Ingerman Smith, LLP and Smith & Downey, PA have
been
tapped as special counsel.  Robert Rosenfeld of RSR Consulting,
LLC, serves as its chief restructuring officer while Garden City
Group, LLC serves as its claims and noticing agent.  The Debtor
has
also hired FPM Group, Ltd., as consultants; Eichen & Dimeglio, PC
as accountants; A&G Realty Partners, LLC and Madison Hawk
Partners,
LLC as real estate advisors; and Hilco Streambank and Douglas
Elliman serve as brokers.

Judge Robert E. Grossman presides over the Debtor's bankruptcy
case.

The Office of the U.S. Trustee on Dec. 9, 2016, appointed three
creditors of Dowling College to serve on the official committee of
unsecured creditors.  The Committee named SilvermanAcampora LLP as
its counsel.


DYNCORP INT'L: S&P Raises CCR to B- & 1st Lien Debt Rating to B+
----------------------------------------------------------------
S&P Global Ratings raised its long-term corporate credit rating on
DynCorp International Inc. to 'B-' from 'CCC+'.  The outlook is
positive.

S&P also raised its rating on the company's first-lien secured debt
to 'B+' from 'B' due to the upgrade of the corporate credit rating.
The recovery rating remains '1', indicating S&P's expectation for
very high (90%-100%; rounded estimate: 95%) recovery in the event
of a payment default.

S&P also raised its rating on the company's second-lien debt to
'CCC+' from 'CCC'.  The recovery rating remains '5', indicating
S&P's expectation for modest (10%-30%; rounded estimate: 20%)
recovery in the event of a payment default.

"The upgrade of DynCorp's ratings reflects our belief that
DynCorp's recent improvement in profitability and new business wins
has reduced the chance for default in the foreseeable future," said
S&P Global Ratings credit analyst Isha Bagga. Dyncorp has won
significant new contracts in recent quarters that are higher margin
than its existing business.  These wins will likely more than
replace potential lost revenues from its INL contract (awarded to a
competitor but protested by DynCorp) and other low margin contracts
that are ending.  S&P expects this, in combination with $65 million
in recent debt payments, to result in DynCorp's credit metrics
improving steadily over the next 12-24 months, with debt to EBITDA
declining to 5.5x to 6.5x by the end of 2017 from 9x in 2016.
Further improvement will likely depend on the company's ability to
successfully win new business and establish sustainable revenue
growth.

The positive outlook reflects S&P's expectations that credit ratios
will continue to improve over the next year due to further new
business wins and higher margins with debt to EBTIDA of 5.5x to
6.5x in 2017.  However, contact awards could be delayed or the
company may not win as much new business as S&P expects, resulting
in some uncertainty as to the pace of this improvement.

S&P could raise the rating within 12 months if DynCorp is able to
consistently win new business, such as additional task orders under
the LOGCAP contract, leading to sustained revenue and earnings
growth such that debt to EBITDA declines below 6x with further
improvement likely.

S&P could revise the outlook back to stable if debt to EBITDA
remains above 7x if the company fails to win new business, or if it
loses any major contracts or encounters operational difficulties on
existing programs.


ENRIZON WORLDWIDE: Hires Larry Strauss as Tax Accountant
--------------------------------------------------------
Enrizon Worldwide, Inc., seeks authority from the U.S. Bankruptcy
Court for the District of Maryland to employ Larry Strauss, Esq.,
CPA & Associates, Inc., as accountant to the Debtor.

Enrizon Worldwide requires Larry Strauss to:

   a. assist the Debtor in the preparation and filing of the
      estate's tax returns; and

   b. provide other tax advice and general accounting services as
      may be necessary or appropriate to assist the Debtor in
      fulfilling its duties as a debtor in possession.

Larry Strauss will be paid at these hourly rates:

     Partners              $375
     Managers              $295
     Supervisors           $255
     Seniors               $210
     Staff                 $125

Larry Strauss will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Larry Strauss, principal of Larry Strauss, Esq., CPA & Associates,
Inc., assured the Court that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtor and its
estates.

Larry Strauss can be reached at:

     Larry Strauss, Esq.
     LARRY STRAUSS, ESQ., CPA & ASSOCIATES, INC.
     2310 Smith Avenue
     Baltimore, MD 21209
     Tel: (410) 484-2142
     Fax: (443) 352-3282

                   About Enrizon Worldwide, Inc.

Headquartered in Hagerstown, Maryland, Enrizon Worldwide, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No.
15-10863) on Jan. 21, 2015, estimating its assets at between
$500,000 and $1 million and liabilities at between $1 million and
$10 million.  The petition was signed by Roger Schlossberg, Esq.,
at Schlossberg, Mastro & Scanlan, the Chapter 7 trustee for the
bankruptcy estate of Kristina L. Roberts, and the sole director and
shareholder of the Debtor.

Judge Paul Mannes presides over the Enrizon Worldwide case.  Paul
Sweeney, Esq., at Yumkas, Vidmar & Sweeney, LLC, serves as the
Debtor's bankruptcy counsel.


ESPLANADE HL: Exclusive Plan Filing Deadline Extended Until Aug. 15
-------------------------------------------------------------------
The Hon. Carol A. Doyle of the U.S. Bankruptcy Court for the
Northern District of Illinois extended the exclusive periods for
Esplanade HL, LLC, and its debtor-affiliates to file a plan and
disclosure statement and to solicit acceptances of such plan, to
and including August 15 and October 16, 2017, respectively.

Judge Doyle has stricken the status hearing set for June 21, 2017
and scheduled a status hearing regarding the filing of the plan and
disclosure statement to be held on August 17 at 10:30 a.m.

The Troubled Company Reporter has previously reported that the
Debtors sought exclusivity extension contending that absent the
sale of the EHL Property, the Belvidere Property, and the 9501
Property, the Debtors will be unlikely to generate enough funds to
confirm a plan of liquidation. However, if each of the sales
closes, the Debtors believes that they will be able to finalize a
plan that likely pays their creditors in full on account of their
allowed claims.

The Debtors own certain real estate consisting of:

     (a) Lots 12, 13 and 14 (the EHL Property) within the Esplanade
Subdivision in Algonquin, Illinois containing a Hobby Store, now
known as Lots 1 and 2 of the final re-subdivision of the ES;

     (b) Lot 6 (the Esplanade Building) located at 2380 Esplanade,
Algonquin, Illinois and Units 100 and 300 in the three story
business condominium building located on Lot 7 located at 2390
Esplanade, Algonquin, Illinois;

     (c) An office building (the 9501 Property) located at 9501 W.
144th Orland Park, Illinois;

     (d) A strip mall shopping center (the Belvidere Property)
located at 171 W Belvidere in Round Lake, Illinois; and

     (e) A ranch located at 310 Thick Spike Road, Fairplay,
Colorado (the Big Rock Property).

The Bankruptcy Court on June 8, 2017, entered an Order approving
the sale of the EHL Property to VEREIT Acquisitions, LLC.  The EHL
Sale Transaction had been scheduled to close in the next two weeks.


Further, on June 9, 2017, 171 W. Belvidere Road, LLC filed its Sale
Motion, which contemplated the entry of an order approving a sale
of the Belvidere Property in July and a closing within thirty days
thereof.

Likewise, 9501 W. 144th Place, LLC drafted a purchase agreement and
circulated it to an interested party and believes that a sale
motion regarding the 9501 Property can be filed within the next
thirty to forty days.

As such, the Debtors averred that they have not been able to fully
formulate an effective chapter 11 plan or plans, and they were
asking the Court to extend the deadline to file a plan and related
exclusivity deadlines to afford them additional time to exclusively
formulate and implement a viable Plan. The Debtors believed that
each have good prospects for reorganization, as each Property would
be likely worth more than the underlying secured debt.

                    About Esplanade HL

Esplanade HL, LLC, 2380 Esplanade Drive, LLC, 9501 W. 144th Place,
LLC, and 171 W. Belvedere Road, and LLC, Big Rock Ranch, LLC each
filed chapter 11 petitions (Bankr. N.D. Ill. Case Nos. 16-33008,
16-33010, 16-33011, 16-33013, and 16-33015, respectively) on
October 17, 2016.  The petitions were signed by William Vander
Velde III, sole member and manager.

The Debtors are represented by Harold D. Israel, Esq. and Sean P.
Williams, Esq., at Goldstein & McClintock, LLLP.  Esplanade HL's
case is assigned to Judge Carol A. Doyle. 2380 Esplanade Drive's
case is assigned to Judge Donald R Cassling.  9501 W. 144th Place's
case is assigned to Judge Timothy A. Barnes.  171 W. Belvidere
Road, LLC's case is assigned to Judge Janet S. Baer. Big Rock
Ranch's case is assigned to Judge Deborah L. Thorne.  The Debtors
have requested the joint administration of their cases.

Big Rock Ranch estimated assets at $500,000 to $1 million and
liabilities at $100,000 to $500,000.  All the other Debtors
estimated assets at $500,000 to $1 million and liabilities at
$100,000 to $500,000.  All the other Debtors estimated assets and
liabilities at $1 million to $10 million.


ESSAR STEEL: Exclusive Plan Filing Deadline Moved to Oct. 31
------------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware has extended, at the behest of Essar Steel
Minnesota LLC and ESML Holdings Inc., the Debtors' exclusive right
to file a Chapter 11 plan, by 180 days, through and including Oct.
31, 2017, and the period during which they have the exclusive right
to solicit acceptances of a plan through and including Dec. 30,
2017.

As reported by the Troubled Company Reporter on May 8, 2017, the
Debtors sought the extension, telling the Court that since the
initiation of their Chapter 11 cases, they have been working
diligently to develop a value-maximizing outcome for their
stakeholders.  The Debtors acknowledged that there remain a number
of issues to address prior to confirmation, but firmly maintain
that a Chapter 11 reorganization is in the best interests of all
parties involved.  The Debtors believe that an additional extension
of the Exclusive Periods will only increase the likelihood of a
successful reorganization.  

                 About Essar Steel Minnesota

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

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

The cases are assigned to Judge Brendan Linehan Shannon.

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

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


FAIRFIELD CASTINGS: GemCap to Hold Public Auction on June 28
------------------------------------------------------------
GemCap Lending I LLC, as secured party, will sell the assets of
Fairfield Castings LLC to the highest and best bidder for cash at a
public auction on June 28, 2017, at 11:00 p.m. (Central Daylight
Time) at the Offices of PPL Group LLC, 105 Revere Drive,
Northbrook, Illinois.

The secured party has a first priority perfected lien and security
interest in and to all of the assets of Fairfield Castings.  The
secured party is conducting the public sale to foreclose on the
lien and security interest held by the secured party in and to
substantially all of Fairfield Castings' personal property assets.

Bidders may attend the public sale in person or telephonically.

For further details regarding the collateral and information
regarding the terms of the public sale, interested buyers may
contact:

   Cohen Tauber Spievack & Wagner P.C.
   420 Lexington Avenue, Suite 2400
   New York, NY 10170
   Attn: Robert A. Boghosian, Esq.
   Tel: (212) 586-5800 / (212) 381-8726    
   rboghosian@ctswlaw.com

Based in Fairfield, Iowa, Fairfield Castings LLC --
http://www.fairfieldcastings.com/-- specializes in custom gray and
ductile iron castings with capabilities including core making,
melting, pouring and molding.


FARMACIA BRISAS: Hires Gratacos Law Firm as Counsel
---------------------------------------------------
Farmacia Brisas Del Mar, Inc. seeks authority from the US
Bankruptcy Court for the District of Puerto Rico to employ
Gratacos Law Firm, PSC, as its legal representative.

The Debtor needs Gratacos Law Firm to:

     a. advice the Debtor with respect to their duties, powers and
responsibilities in this case, under the laws of the United States
and Puerto Rico in which the debtor in possession conducts the
operations, does business or is involved in litigation;

     b. advice the Debtor in connection with the determination of
whether reorganization is feasible and, if not, helps the Debtor in
the orderly liquidation of its assets;

     c. assist the Debtor in negotiations with creditors -- in
arranging the orderly liquidation of assets, and/or proposing a
viable plan of reorganization;

     d. prepare on behalf of the Debtor the necessary complaints,
answers, orders, reports, memoranda of law and/or any other legal
papers or documents, including a Disclosure Statement and a Plan of
Reorganization;

     e. perform the required legal services needed by the Debtor to
proceed or in connection with the operation of and involvement of
their business;

     f. in addition, perform the professional services as necessary
for the benefit of the Debtor and of the estate.

Victor Gratacos Diaz attests that Gratacos Law Firm, PSC is a
"disinterested" person within the meaning of 11 USC Sec. 101(14).

The firm will be paid $200 per hour for sole owner and business
director attorney services.  The firm has received a retainer in
the amount of $1,717.00 for filing fees; the fund was generated by
the Debtors from their business.

The Firm can be reached through:

     Victor Gratacos Diaz, Esq.
     GRATACOS LAW FIRM, PSC
     PO Box 7571
     Caguas, PR 00726
     Tel: 787 746-4772
     Fax: 787 746-3633
     E-mail: bankruptcy@gratacoslaw.com

                   About Farmacia Brisas Del Mar

Headquartered in Luquillo, Puerto Rico, Farmacia Brisas Del Mar,
Inc. is a corporation dedicated to pharmaceutical services.  It
sells mostly pharmaceuticals goods; only a limited amount of sales
come from miscellaneous goods such as toys, beverages, school
supplies and beauty supplies.

Farmacia Brisas Del Mar filed a Chapter 11 bankruptcy petition
(Bankr. D. P.R. Case No. 17-04155) on June 9, 2017, in Old San
Juan, Puerto Rico.  It listed $461,158 in total assets and $1.61
million in total liabilities.

The petition was signed by Ana I De La Cruz Padilla, secretary.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
P.R. Case No. 16-00054) on Jan. 8, 2016.  It estimated assets of
less than $500,000 and liabilities of $1 million to $10 million.
The 2016 petition was signed by Ana I. De La Cruz Padilla,
secretary.

Victor Gratacos Diaz, Esq., at Gratacos Law Firm, P.S.C., serves as
the Debtor's bankruptcy counsel in both the 2016 and 2017 cases.

Judge Lamoutte Inclan presided over the 2016 case.  


FINJAN HOLDINGS: Executives Land on Leading IP Strategists List
---------------------------------------------------------------
Finjan Holdings, Inc.'s executives, Phil Hartstein, CEO and Julie
Mar-Spinola, CIPO are named in the latest edition of the IAM
Strategy 300 -- The World's Leading IP Strategists.  The unique
guide lists the individuals that in-depth research, undertaken by a
team based in London, Washington DC and Hong Kong, has shown
possess world-class skills in the development and roll-out of
strategies that maximize the value of patents, copyright,
trademarks and other IP rights.

The IAM research team spoke to a wide range of senior corporate IP
managers in North America, Europe, and Asia, as well as third-party
IP service providers, in order to identify these IP leaders: men
and women whose business is the creation, development and
deployment of strategies that enable IP owners to gain maximum
value from their portfolios.  Only those individuals nominated
multiple times by different parties as outstanding IP strategists
are listed in the IAM Strategy 300.

Not only does the publication feature world-class, third-party IP
advisers, but it also includes individuals that work inside
operating companies, which is a reflection of the growing
importance that businesses across the world attach to having
in-house IP value creation expertise, alongside the legal expertise
that has traditionally characterized corporate IP functions.
Notably, there is now an emerging group of senior IP business
leaders that are not lawyers by training, but instead, have
backgrounds in other disciplines.

The third-party service providers featured also have a wide range
of professional backgrounds and areas of specialization, including
brokering, defensive patent aggregation, finance, insurance,
management consultancy, the law, licensing, mergers and
acquisitions, tax and valuation.  They are based in centers across
the world.  A number have been involved in IP-related transactions
valued in the hundreds of millions, or even billions, of dollars;
while others have advised clients on monetization strategies that
have reaped eight, nine and 10-figure sums.

"IP helps to drive the 21st century economy, creating strong
incentives to invest in the creation and roll-out of brands and all
types of content, as well as the innovation process.  This makes IP
strategists more important than they have ever been before.  Their
ability to create significant value makes them indispensable,
wherever in the world they operate," says IAM editor Joff Wild.
"Since it was launched, the IAM Strategy 300 has become the go-to
guide for those seeking to find out who leads the way when it comes
to IP strategy.  We invest considerable time and effort into
identifying the right candidates for inclusion and we salute all
those who have made it into the final publication. For the work
they do, they deserve this recognition."

The IAM Strategy 300 is available in printed format and online at
www.IAM300.com.

                           ABOUT IAM

(www.IAM-media.com) is produced in London by the IP Division of
Globe Business Media Group and reports on intellectual property as
a business asset.  Its primary focus is on how intellectual
property can be best managed and exploited to create corporate
value.  The publication's core readership comprises senior
executives in IP-owning companies, corporate counsel, private
practice lawyers and attorneys, licensing and technology transfer
managers, and investors and analysts.  Further information from:
Elisha Jadav, IP Division, London - ejadav@GlobeBMG.com

                           About Finjan

Established 20 years ago, Finjan is a globally recognized leader in
cybersecurity.  Finjan's inventions are embedded within a strong
portfolio of patents focusing on software and hardware technologies
capable of proactively detecting previously unknown and emerging
threats on a real-time, behavior-based basis.  Finjan continues to
grow through investments in innovation, strategic acquisitions, and
partnerships promoting economic advancement and job creation.  For
more information, please visit www.finjan.com. All Finjan
regulatory filings are available on the Securities and Exchange
Commission (SEC) website at www.sec.gov, and can also be found at
ir.finjan.com/all-sec-filings.

Finjan reported a net loss attributable to common stockholders of
$6.43 million for the year ended Dec. 31, 2016, compared to a net
loss attributable to common stockholders of $12.60 million for the
year ended Dec. 31, 2015.  As of March 31, 2017, Finjan had $29.85
million in total assets, $6.54 million in total liabilities, $6.26
million in series A preferred stock and $17.04 million in total
stockholders' equity.


FIRST QUALITY: S&P Assigns 'BB-' Rating on $500MM Sr. Unsec. Notes
------------------------------------------------------------------
S&P Global Ratings assigned its 'BBB-' issue rating to Great Neck,
N.Y.–based First Quality Enterprises Inc.'s proposed senior
secured $775 million revolving credit facility and $775 million
senior secured term loan due 2022.  The recovery rating on these
facilities is '1', reflecting S&P's expectations for very high
(90%-100%, rounded estimate 95%) recovery in the event of a payment
default.

At the same time, S&P assigned its 'BB-' issue-level rating to the
company's proposed $500 million senior unsecured notes due 2025.
The recovery rating is '5', reflecting S&P's expectation for modest
(10%-30%, rounded estimate 20%) recovery in the event of a payment
default.  Subsidiary First Quality Finance Co. Inc. is issuing the
notes, which are guaranteed by the group's material operating
subsidiaries.

S&P expects the company will use the net proceeds from the proposed
transactions to repay the existing senior secured credit facilities
and outstanding balance on the revolver.  S&P will withdraw its
ratings on the existing senior secured credit facilities once the
transaction has closed.  S&P's ratings assume the transaction
closes on substantially the terms provided to S&P. Total debt
outstanding pro forma for the proposed transactions is about $2.2
billion, including notes payable to related parties.

All of S&P's existing ratings on the company, including its 'BB'
corporate credit rating, are unchanged by the transaction.  The
outlook is stable.

S&P's rating reflects the company's defensible position as a
private-label products manufacturer in categories with stable
end-user demand (notably adult care, towel and tissue, and infant
care).  The rating also reflects the company's organic earnings
growth over the last few years (excluding recall and litigation
charges in 2014).  S&P believes the addition of assets and capacity
have enabled the company to grow its profit margins.

S&P has also factored into its rating First Quality's customer
concentration, particularly with Wal-Mart and Sam's Club, and its
weak bargaining power with these large retailers.  In addition,
because most retailers are actively managing costs and look to pass
on pressure on sales prices down the chain, S&P believes First
Quality could face margin pressure unless it adjusts its cost base.
Moreover, the company faces intense competition from solid,
well-established manufacturers such as Kimberly-Clark Corp.,
Procter & Gamble Co., Clearwater Paper Corp., Georgia-Pacific LLC,
and Svenska Cellulosa Aktiebolaget SCA.  S&P forecasts debt to
EBITDA in the high-3x to low-4x area in 2017 and 2018.

RATINGS LIST

First Quality Enterprises Inc.
Corporate Credit Rating                    BB/Stable/--

New Ratings

First Quality Enterprises Inc.
601 Allendale Road LLC
69 Green Mountain Road LLC
80 Cuttermill SN LLC
FQG Europe Inc.
FQG Holding LLC
FQP&P LLC
Fempro Consumer Products ULC
FQT Holding Company LLC
First Quality Baby Products LLC
First Quality Canada Inc.
First Quality Consumer Products LLC
First Quality Global Inc.
First Quality Hygienic Inc.
First Quality International (Canada) LLC
First Quality International Inc.
First Quality Nonwovens Inc.
First Quality Packaging Solutions LLC
First Quality Products Inc.
First Quality Retail Services LLC
First Quality Tissue SE LLC
First Quality Tissue LLC
First Quality Water & Beverage LLC
My Friendly Neighbor LLC
Nutek Disposables Inc.
Senior Secured
  $775 mil revolver due 2022                BBB-
   Recovery rating                          1(95%)
  $775 mil term loan A due 2022             BBB-
   Recovery Rating                          1(95%)

First Quality Finance Co. Inc.
Senior Unsecured
  $500 mil sr notes due 2025                BB-
   Recovery Rating                          5(20%)


FIRST WIVES: Wants Exclusive Plan Filing Extended to Sept. 19
-------------------------------------------------------------
First Wives Entertainment Limited Liability Company asks the U.S.
Bankruptcy Court for the Southern District of New York to further
extend the Debtor's exclusive periods to file a plan by
approximately 90 days from June 21, 2017, through Sept. 19, 2017,
and to solicit acceptances thereto for approximately sixty days
thereafter through Nov. 20, 2017.

Pursuant to court order dated March 23, 2017, the Debtor's current
exclusivity periods were maintained and extended and would expire
on June 21, 2017, and Aug. 21, 2017.  The Debtor requests another
90-day extension to the Exclusive Periods to obtain financing, to
work with its professionals, prepare a plan, address proofs of
claims, and prepare for its financial future.

The case was commenced as an involuntary case.  The Debtor says
that because it did not prepare its filing, it should be afforded
every opportunity to position itself for a successful
reorganization.  The Debtor assures the Court that it does not seek
improperly to pressure any party.  

The Debtor relate that its books and records were in the hands of a
petitioning creditor who refused to turn them over.  The Debtor was
forced to seek relief from the Court which issued an order
directing the production of books, records, and documents and the
conduct of examinations under Bankruptcy Rule 2004, dated Dec. 6,
2016.

The Debtor retained a financial advisor to review the books,
records and documents of the Debtor by entry of the court order
authorizing the retention and employment of Tarn Sublett as
financial advisor signed on Feb. 1, 2017.  Mr. Sublett has expended
time and resources to review and analyze the Debtor's books and
records.

The Debtor also obtained a court order establishing deadline for
filing proofs of claim and approving form and manner of notice
thereof dated Jan. 19, 2017, notice of which was issued to
creditors and parties in interest.  Thirteen claims have been filed
asserting over $10 million in liabilities.  The Debtor believes
these claims are significantly overstated.

The Debtor says that with respect to the size and complexity of the
case, its case presents a complicated fact pattern and a go forward
plan is still being diligently implemented and developed by the
Debtor and its professionals as outlined in recent pleadings filed
with the Court in response to the motion to dismiss.

A recent motion to convert or dismiss the Debtor's Chapter 11 case
filed by the Petitioning Creditors was denied without prejudice.

                About First Wives Entertainment

First Wives Entertainment Limited Liability Company is the holder
of the underlying rights to, and the vehicle through which First
Wives Club, the iconic movie, is being developed as a musical for
the Broadway and global stage, as well as for associated marketing
and merchandising.

On May 5, 2016, Aruba Productions LLC, Arnold Venture Fund L.P. and
Edward H. Arnold filed an involuntary petition under Chapter 7 of
the Bankruptcy Code against First Wives Entertainment Limited
Liability Company. The Chapter 7 case was converted to a voluntary
case under Chapter 11 (Bankr. S.D.N.Y. Case No. 16-11345) on Aug.
23, 2016.

Allen G. Kadish, Esq. at DiConza Traurig Kadish LLP serves as legal
counsel to the Debtor; Tarn Sublett as financial advisor; and Carol
S. Mann of Mann Solutions Group LLC as chief restructuring
advisor.

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


GENESIS HEALTHCARE: Moody's Affirms Ba2 Rating, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service affirms the Ba2 rating assigned to
Genesis HealthCare System, OH's debt issued through the County of
Muskingum, OH. This action affects approximately $292 million of
outstanding rated debt. The outlook is stable.

Affirmation of the Ba2 reflects the organization's favorable and
leading market position, improved operating performance and balance
sheet growth. The rating also favorably incorporates Genesis'
limited debt structure risks comprised largely of fixed rate bonds.
Genesis is challenged by its outsized debt load translating to weak
debt coverage and leverage metrics. Additional challenges include a
weak payor mix and above average allocation of investments to
equities and alternative investments.

Rating Outlook

The stable outlook incorporates Moody's expectations that improved
operating performance will be sustained allowing for continued
balance sheet growth and the gradual strengthening of debt
coverage. Moreover, Moody's expects no additional debt borrowings
in the near future, beyond the upcoming private placement, and
manageable levels of capital spending.

Factors that Could Lead to an Upgrade

Sustained trend of improved operating performance

Strengthening of all debt measures

Continued liquidity growth

Factors that Could Lead to a Downgrade

Return to prior year levels of weak operating performance

Deterioration of liquidity and/or debt coverage

Additional debt that further dilutes debt coverage metrics

Legal Security

The Series 2013 Bonds and system's outstanding notes are equally
and ratably secured by mortgages on the Mortgaged Property and a
security in the Gross Revenues of the obligated group. The
obligated group is comprised of Genesis HealthCare System, Genesis
HealthCare Foundation, Good Samaritan Medical Center Foundation,
Bethesda Health Foundation, CareServe, Genesis CareGivers,
CareLife, LLC, Professionals PRN LLC, CareEquip, LLC, Genesis
Medical Group LLC, Genesis Emergency Physicians LLC, Genesis Urgent
Care Physicians LLC, Genesis Primary Care Physicians LLC and
Genesis Surgical Services LLC.

Use of Proceeds

Not applicable.

Obligor Profile

Genesis is a stand-alone community hospital located in Zanesville,
Ohio. In addition to the acute care hospital, Genesis provides
patients in the community access to outpatient care, including
primary and specialty physician clinics, urgent care facilities, an
outpatient surgery center, outpatient therapy and an ambulance
service.

Methodology

The principal methodology used in this rating was Not-for-Profit
Healthcare Rating Methodology published in November 2015.


GENON ENERGY: NRG to Post $710M Loss from Discontinued Operations
-----------------------------------------------------------------
NRG Energy Inc. said in a regulatory filing that GenOn Energy, Inc.
and its subsidiaries will be deconsolidated from NRG's financial
statements as a result of the Chapter 11 filing of GenOn and 60
affiliates on June 14, 2017.

NRG will record its investment in GenOn under the cost method with
an estimated fair value of zero.  NRG has determined that this
disposal of GenOn is a discontinued operation and expects to record
a loss on discontinued operations of approximately $710 million
during the three months ended June 30, 2017.

In connection with the deconsolidation of GenOn, NRG has filed
certain pro forma financial information, a copy of which is
available at https://is.gd/nw5nKi

NRG Energy has agreed to provide subsidiary GenOn Energy $261.3
million cash for its Chapter 11 restructuring in exchange for the
releases of potential claims against NRG.  

As already reported in the TCR, NRG is party to a Restructuring
Support Agreement that sets forth the terms of GenOn's
bankruptcy-exit plan.  The RSA implements a global settlement of
potential claims and causes of action against NRG.  The settlement
provides substantial cash and non-cash consideration from NRG,
including:

   * $261.3 million cash contribution,

   * $13.2 million in pension contributions

   * $27 million credit against amounts GenOn owes under the Shared
Services Agreement,

   * discounted services under the Shared Services Agreement, and

   * certain tax-related concessions.

                        About GenOn Energy

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

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

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

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

Kirkland & Ellis LLP is the Debtors' bankruptcy counsel.  Zack A.
Clement, PLLC, is the local counsel.  Rothschild Inc. is the
financial advisor and investment banker.  McKinsey Recovery &
Transformation Services U.S. is the restructuring advisor.  Epiq
Systems, Inc., is the claims and noticing agent.

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

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

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


GMC LIQUIDATION: Holders of Subordinated Claims to Recoup 0%
------------------------------------------------------------
GCM Liquidation Corporation, formerly known as Gulf Chemical &
Metallurgical Corp., filed with the U.S. Bankruptcy Court for the
Western District of Pennsylvania a disclosure statement dated June
7, 2017, with respect to the plan of liquidation for the Debtor.

Class 6 General Unsecured Claims is impaired by the Plan.
Estimated recovery for this class is yet to be disclosed.

Class 7 Subordinated Claims -- estimated at $145 million -- is
impaired by the Plan.  Holders are expected to recover 0%.  

The Liquidating Trustee will make distributions to creditors
pursuant to the terms of the Plan.  Allowed administrative claims,
allowed priority tax claims, allowed DIP claims, allowed other
secured claims, allowed CRP administrative claims, and allowed
other priority claims will be paid in full.  Holders of Allowed
Comilog Secured Claims will receive distributions in accordance
with the Committee Settlement Agreement, which requires the payment
of 25% of the distributions to the Creditor Recovery Pool subject
to recoupment of amounts distributed to the Creditor Recovery Pool
to the extent assets are available.  Holders of Allowed General
Unsecured Claims will receive a pro rata portion of remaining
Liquidating Trust Assets after the payment of the claim classes.
Holders of Allowed Subordinated Claims will receive a pro rata
share of the remaining Liquidating Trust Assets after the payment
of all Allowed General Unsecured Claims.  Holders of Allowed
Super-Subordinated Claims will receive a pro rata share of the
remaining Liquidating Trust Assets after the payment of all Allowed
Subordinated Claims.  On the Effective Date, all Interests will be
deemed cancelled, null, and void, and holders of Interests will
receive no distribution under the Plan.

Under the Plan, certain cash generated during the GCM Chapter 11
case and through the liquidation of any remaining assets will be
distributed to creditors in accordance with the priority scheme of
the Bankruptcy Code (subject to the voluntary subordination of
certain claims) by the Liquidating Trustee (appointed pursuant to
the Plan).  The Plan provides for GCM's assets to be distributed to
the Liquidating Trust and managed by the Liquidating Trustee, who
will be appointed by GCM.  The Liquidating Trustee will take
actions to liquidate the remaining non-cash assets, including
accounts receivable.  

A copy of the Disclosure Statement is available at:

         http://bankrupt.com/misc/pawb16-22192-804.pdf

                   About Bear Metallurgical

Bear Metallurgical Co. and Gulf Chemical & Metallurgical Corp.
filed Chapter 11 petitions (Bankr. W. D. Pa. Lead Case No.
16-22192) on June 14, 2016.  The petitions were signed by Eric
Caridroit, chief executive officer.  The cases are assigned to
Judge Jeffery A. Deller.

At the time of the filing, Bear Metallurgical estimated assets and
debts to be between $1 million and $10 million.  Gulf Chemical
estimated assets and debts to be between $100 million and $500
million.

The Debtors employ McDonald Hopkins LLC as their bankruptcy
counsel; Cohen & Grigsby, P.C., as their local and asset sale
transaction counsel; Kurtzman Carson Consultants LLC as their as
notice, claims, and balloting agent; and Stoneleigh Group Holdings,
LLC as their financial advisor.

The Office of the U.S. Trustee on June 30 appointed three creditors
of Bear Metallurgical Co. and Gulf Chemical & Metallurgical Corp.
to serve on the official committee of unsecured creditors.  The
committee members are: (1) United Metallurgical Inc.; (2) GDF Suez
Energy Resources NA, Inc.; and (3) Formosa Plastics Corp.

The Official Committee retained Fox Rothschild LLP as co-counsel.


GO YE VILLAGE: Debtor Counsel Transfers to Committee's Law Firm
---------------------------------------------------------------
Go Ye Village Inc.'s official committee of unsecured creditors
asked the U.S. Bankruptcy Court for the Eastern District of
Oklahoma to allow Conner & Winters, LLP to continue as its legal
counsel.

In a motion it jointly filed with Go Ye Village, the committee also
asked the court to approve a conflicts waiver concerning Conner &
Winters' employment of David Herrold.

Mr. Herrold, a lawyer who previously worked for Go Ye Village's
legal counsel, Doerner, Saunders, Daniel & Anderson, L.L.P., joined
Conner & Winters on April 3.  

In the court filing, both the committee and Go Ye Village said that
they approve and are satisfied with the steps taken by Conner &
Winters to address any issue raised by the firm's employment of Mr.
Herrold regarding conflict of interest.  

Both also said that they waive any conflict of interest through the
conflicts waiver.

The motion is on Judge Tom Cornish's calendar for July 19.  

                     About Go Ye Village Inc.

Go Ye Village, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Okla Case No. 15-81287) on Nov. 30, 2015.  The petition was
signed by Maurice D. Turney as president.  The Debtor disclosed
total assets of $24.48 million and total debts of $36.18 million.
Sam G. Bratton, II, Esq., at Doerner, Saunders, Daniel & Anderson,
LLP, serves as the Debtor's counsel.  Judge Tom R. Cornish is
assigned to the case.

The U.S. Trustee has appointed a patient care ombudsman in the
Debtors' bankruptcy case.

On December 22, 2015, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.   On June 16, 2016, the
agency filed an amended notice of appointment of committee,
announcing the appointment of these creditors: (1) Doris Barbee,
(2) Russell and Mary Megee, (3) Randle and Joyce Peterson, (4)
Andrew Turner, (5) Dennis W. and Ann Rives Smith, (6) Bill Young,
(7) Thomas F. Henstock, (8) Van Ferguson, (9) Robert & Donna Rice,
and (10) Charlotte Kerth.


GRAND REGENCY: Case Summary & 5 Unsecured Creditors
---------------------------------------------------
Debtor: Grand Regency Resorts, LLC
        245 Jess Jo Parkway
        Branson, MO 65616

Type of Business: The Debtor is a single asset real estate (as
                  defined in 11 U.S.C. Section 101(51B)).  It owns

                  a 2-star hotel located at 175 Golf View Dr,
                  Branson, MO 65616, USA.
    
Chapter 11 Petition Date: June 19, 2017

Case No.: 17-60678

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Hon. Arthur B. Federman

Debtor's Counsel: Diana P. Brazeale, Esq.
                  BRAZEALE LAW FIRM, LLC
                  1484 Highway 248, Suite 105
                  Branson, MO 65616
                  Tel: 417-334-7494
                  Fax: 417-334-7405
                  E-mail: diana@brazealelaw.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The petition was signed by Inderjit Grewal, member.

Debtor's List of Five Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Empire District Electric            Utility Bill         $4,102

Suddenlink                          Utility Bill         $2,944

Zanescapes, LLC                       Landscape          $1,400
                                       services

City of Branson Utilities           Utility Bill           $618

Missouri Association               Receiver Fees             $0
Management LLC


GREAT BASIN: Amends Prospectus for 8.2 Million Shares Offering
--------------------------------------------------------------
Great Basin Scientific, Inc. filed with the Securities and Exchange
Commission a third amendment to its Form S-1 registration statement
relating to the offering of up to 8,200,000 units that can be
comprised of either Class A Units or Class B Units, together with
8,200,000 shares of common stock included in the Class A Units,
41,000,000 shares of common stock underlying the Series J Warrants
and 8,200,000 shares of common stock underlying the Pre-funded
Series K warrants.

Each Class A Unit consists of 1 share of the Company's common
stock, par value $0.0001, and 1 Series J Warrant to purchase 2.5
shares of the Company's common stock.  The Class A Units are being
offered at an assumed public offering price of $0.37 per Class A
Unit, the closing price of its common stock on June 13, 2017.  The
Series J Warrants will be immediately exercisable at an initial
exercise price per share equal to 100% of the public offering price
of the Class A Units and will expire 60 days from the date of
issuance.

Each Class B Unit consists of 1 pre-funded Series K Warrant to
purchase 1 share of the Company's common stock and 1 Series J
Warrant to purchase 2.5 shares of its common stock.  Each
Pre-funded Series K Warrant will be sold together with 1 Series J
Warrant at the same assumed combined public offering price of $0.37
per unit less the $0.01 per share exercise price of the Pre-funded
Series K Warrant included in the Class B Unit.  Each Pre-funded
Series K warrant will entitle the holder to acquire 1 share of the
Company's common stock at an exercise price of $0.01 per share.
The Company is offering the Class B Units to any purchaser
including those purchasers, if any, whose purchase of Class A Units
in this offering would result in the purchaser, together with its
affiliates and certain related parties, beneficially owning more
than 4.99% (or, at the election of the purchaser 9.99%) of its
issued and outstanding shares of common stock following the
consummation of this offering.

The Units will not be issued to purchasers or certificated.
Purchasers will receive only shares of common stock and the
Offering Warrants.  The common stock and the Offering Warrants are
immediately separable, will be issued separately and may be
transferred separately immediately upon issuance.

Each Pre-funded Series K Warrant will be immediately exercisable at
an initial exercise price of $0.01 per share.  The Pre-funded
Series K Warrants will expire upon exercise.

The Company's common stock is quoted on the OTCQB marketplace under
the symbol "GBSN."  On June 13, 2017, the closing price of the
Company's common stock on the OTCQB was $0.37 per share.  There is
no established trading market for the Offering Warrants and the
Company does not expect an active trading market to develop.  In
addition, the Company does not intend to list the Offering Warrants
on any securities exchange or other trading market.  Without an
active trading market, the liquidity of the Offering Warrants will
be limited.  On April 10, 2017, the Company effected a 1-for-2,000
reverse stock split of its issued and outstanding shares of common
stock.

A full-text copy of the Form S-1/A is available for free at:

                     https://is.gd/sFYDR6

                      About Great Basin

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

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

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

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


GREENVILLE DOUGH: Taps DeMarco Mitchell as Counsel
--------------------------------------------------
Greenville Dough LLC, Melkinney LLC, and Quality Franchise
Restaurant LLC seek authorization from the U.S. Bankruptcy Court
for the Northern District of Texas to employ DeMarco Mitchell PLLC
as counsel.

The Debtors require DeMarco Mitchell to:

   (a) take all necessary action to protect and preserve the
       Estate, including the prosecution of actions on its behalf,

       the defense of any actions commenced against it,
       negotiations concerning all litigation in which it is
       involved, and objecting to claims;

   (b) prepare on behalf of the Debtors all necessary motions,
       applications, answers, orders, reports, and papers in
       connections with the administration of the estate herein;

   (c) formulate, negotiate and propose a plan of reorganization;
       and

   (d) perform all other necessary legal services in connection
       with these proceedings.

DeMarco Mitchell will be paid on an hourly rate:
    
       Robert T. DeMarco, Attorney        $350
       Michael S. Mitchell, Attorney      $300
       Barbara Drake, Paralegal           $125

DeMarco Mitchell will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Prepetition, DeMarco Mitchell received a retainer of $6,717 from
Greenville, $16,717 from Melkinney and $9,217 from Quality
Franchise.

Robert T. DeMarco, member of DeMarco Mitchell, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

DeMarco Mitchell can be reached at:

       Robert T. DeMarco
       DEMARCO MITCHELL PLLC
       1255 W. 15th Street
       805 Plano, TX 75075
       Tel: (972) 578‐1400
       Fax: (972) 346-6791
       E-mail: mike@demarcomitchell.com

                      About Greenville Dough

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

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

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

Judge Barbara J. Houser presides over the cases.

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


GULFMARK OFFSHORE: Court Approves Restructuring Support Agreement
-----------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
Gulfmark Offshore's motion for authority to assume a restructuring
support agreement (RSA). As previously reported, "The terms of the
restructuring are reflected in the RSA entered into between the
Debtor and the Consenting Noteholders . . . The RSA is the
by-product of extensive, arms'-length negotiations between the
Debtor and the Ad Hoc Group. Through these negotiations the Debtor
obtained the opportunity to pursue a balance sheet restructuring
with the support of key stakeholders as it continues negotiations
with other stakeholders around a value maximizing path forward.  In
accordance with the terms of the RSA, the Debtor filed on the
Commencement Date the Plan, which will enable the Debtor to leave
its business intact and substantially de-lever its balance sheet by
eliminating over $440 million in unsecured bond debt, including
principal and accrued interest. The Rights Offerings contemplate
two rights offerings for the Reorganized GulfMark Entity designed
to generate $125 million. Pursuant to the Rights Offerings, holders
of Unsecured Notes Claims will have the right to purchase on the
Effective Date a pro rata share of Subscription Rights to acquire
60.0% of Reorganized GulfMark Equity in the form of the Rights
Offerings Securities. On May 15, 2017, the Debtor entered into the
Backstop Commitment Agreement with certain of the Consenting
Noteholders (collectively, the 'Backstop Parties' or the
'Commitment Parties') to ensure that the Rights Offerings are fully
subscribed. In exchange for their commitment to backstop the Rights
Offerings, the Debtor agreed to pay a non-refundable aggregate
premium in an amount equal to $7,500,000 (representing 6% of the
Rights Offerings) in the form of 3.6% of Reorganized GulfMark
Equity."

                   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.


HARRY WOODWARD: Foster and Kelly Buying Olympia Property for $90K
-----------------------------------------------------------------
Harry and Doratha Woodward ask the U.S. Bankruptcy Court for the
Western District of Washington to authorize the sale of real
property located at 4307 Libby Road NE, Olympia, Washington, to
Randal J. Foster and Zeta A. Kelly for $90,000.

A hearing on the Motion is set for June 28, 2017 at 9:00 a.m.  The
objection deadline is June 26, 2017.

The Debtors filed a Chapter 11 Plan and Disclosure Statement, and
are currently working with objecting parties for approval and
confirmation of the Plan.  In compliance with the proposed Plan and
Disclosure Statement, the Debtors propose to sell the noncore Real
Property to the Buyers.  The sale of the real property will be free
and clear of all liens and encumbrances before the close of escrow.
Close of Escrow will occur on June 30, 2017 following the Court's
Order approving the sale.

The principal terms of the Asset Purchase Agreement are:

           a. Sellers: Harry and Doratha Woodward

           b. Buyers: Randal J. Foster and Zeta A. Kelly

           c. Purchased Asset: 4307 Libby Road NE, Olympia,
Washington

           d. Purchase Price: $90,000

           e. Earnest Money: $2,000

           f. Closing: As soon as escrow is ready

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

    http://bankrupt.com/misc/Harry_Woodward_269_Sales.pdf

The Property is encumbered by Promissory Note held by creditor Bank
of Pacific, with a payoff balance of $207,957.  After the cost of
sale, taxes and utilities, Creditor Bank of Pacific has agreed to
receive all net proceeds of approximately to satisfy the debt.

All lien holders have been informed of the sale as required by the
plan.  Bank of Pacific has declined to allow any payment to the
second lien holder because no funds are available for such payment.
To date, Counsel for Jay Barrett has not responded to the request
to sell.  The Debtors ask the Court to grant reasonable attorney's
fees and costs as authorized by law.

The Debtors may entertain any other better offers up to the date of
the hearing to sell the property.  Such offers may yield additional
proceeds to the estate to fund the Chapter 11 Plan and may be
considered if presented prior to the hearing date.

The Proposed Sale is fair and reasonable and is in the best
interest of all the creditors in this case.  Considering that no
offers has been presented for a greater amount and since the
property has been listed and given the uncertainty of the economy
in general, the Proposed Sale is currently the greatest opportunity
to sell the property.

The Purchasers can be reached at:

          Randal J. Foster and Zeta A. Kelly
          2425 46th Ave. NE
          Olympia, WA 98506
          Telephone: (360) 870-2526
          E-mail: randy@artisangroup.com

The Chapter 11 case is In re Harry and Doratha Woodward (Bankr.
W.D. Wash. Case No. 13-42422).

Counsel for the Debtors:

          David C. Smith, Esq.
          THE LAW OFFICES OF DAVID SMITH, PLLC
          201 St. Helens Ave.
          Tacoma, WA 98402
          Telephone: (253) 272-4777
          Facsimile: (253) 461-8888


HELICRAFT HOLDINGS: Court Denies Approval of Plan Outline
---------------------------------------------------------
The Hon. Benjamin P. Hursh of the U.S. Bankruptcy Court for the
District of Montana has denied approval of Helicraft Holdings,
LLC's disclosure statement dated May 16, 2017, referring to the
Debtor's plan of reorganization.

The Debtor's counsel will review the U.S. Trustee's comments and
incorporate any comments or revisions that the Debtor's counsel
considers appropriate, so as to eliminate any further objection by
the U.S. Trustee to the adequacy of the Debtor's Disclosure
Statement and file the Amended Disclosure with the Court.  The
Debtor will make any corresponding changes that are necessary to
the plan and filed an Amended Plan of Reorganization in conjunction
with the Amended Disclosure Statement.

Along with filing the Amended Disclosure Statement, the Debtor's
counsel will also file a short statement that identifies any
changes requested by the U.S. Trustee that were omitted by the
Debtor in its Amended Disclosure Statement and explain with
specificity why the changes are not necessary under the
circumstances of the case, on or before June 19, 2017.

The U.S. Trustee will review the Amended Disclosure Statement and
short statement submitted by the Debtor's counsel, and either
object to the Amended Disclosure Statement or otherwise represent
to the Court that it has no objection to the Amended Disclosure
Statement on or before June 22, 2017.  To the extent the U.S.
Trustee objects, the Court expects the objection to explain with
specificity why the Amended Disclosure Statement is inadequate, and
why under the circumstances in this case, any omitted information
or additional clarifications remain necessary.  All objections to
the Amended Disclosure Statement must be filed by June 26, 2017.

The Court will review the Amended Disclosure Statement, the
Debtor's short statement along with any objections by the U.S.
Trustee and will enter an Order on the adequacy of the Amended
Disclosure Statement by 5:00 p.m. on June 28, 2017.

Subject to the court order on June 28, 2017, the Amended Chapter 11
Plan and ballots must be mailed out to creditors and
parties-in-interest by June 30, 2017.

July 14, 2017, is the last day for filing and serving written
objections to confirmation of the Plan.  Ballots must also be
mailed to the Clerk of Court by July 14.

A hearing on confirmation of Debtor's amended Chapter 11 Plan will
be held on July 27, 2017, at 9:00 a.m.

                     About Helicraft Holdings

Helicraft Holdings, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mont. Case No. 17-60120) on Feb. 28,
2017.  At the time of the filing, the Debtor estimated assets and
liabilities of less than $1 million.  Harold V. Dye, Esq., at Dye &
Moe, P.L.L.P., serves as the Debtor's legal counsel.


HOUSE OF PRAYER: Has Until Aug. 7 to File Plan & Disclosures
------------------------------------------------------------
The Hon. Deborah L. Thorne of the U.S. Bankruptcy Court for the
Northern District of Illinois has granted House of Prayer Church of
God in Christ until Aug. 7, 2017, to file a plan and disclosure
statement.

A status hearing on the filing of the plan and disclosure statement
will be held on Aug. 3, 2017, at 10:00 a.m.

House of Prayer Church of God in Christ filed a Chapter 11
bankruptcy petition (Bankr. N.D. Ill. Case No. 16-33143) on Oct.
18, 2016.  The case was converted to a Chapter 11 bankruptcy case
on Dec. 5, 2016.  The Debtor is an Illinois not-for-profit
corporate entity that operates a congregational Church of God in
Christ.  It owns two parcels of real estate in Chicago.

Karen J. Porter, Esq., at Porter Law Network serves as the Debtor's
bankruptcy counsel.


IGNITE RESTAURANT: Seeks OK of $306K Key Employee Retention Plan
----------------------------------------------------------------
BankruptcyData.com reported that Ignite Restaurant Group filed with
the U.S. Bankruptcy Court a motion for entry of an order approving
key employee retention plan (KERP). The motion explains, "The
Retention Plan contemplates retention payments to 27 KERP
Participants, provided that the employees remain employed with the
Company through the sale proceeding to be consummated during the
course of these cases (the 'Sale Process'). The payments are
expected to total approximately $306,000 (with the average
individual payment being $11,340). The Debtors submit that the
relief requested herein will incentivize management and other key
employees to maximize the value of the Debtors' estates during the
Sale Process." The Court scheduled a July 10, 2017 hearing on the
KERP motion.

                     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.


IMMUCOR INC: S&P Affirms 'CCC+' CCR & Revises Outlook to Developing
-------------------------------------------------------------------
S&P Global Ratings said it affirmed its 'CCC+' corporate credit
rating on Immucor Inc. and revised the outlook to developing from
negative.

At the same time, S&P assigned a 'B-' issue-level rating to the
company's new senior secured term loan.  The recovery rating on
this debt is '2', reflecting S&P's expectation for substantial
(70%-90%; rounded estimate: 85%) recovery in the event of default.

S&P also assigned a 'CCC-' issue-level rating to the company's new
senior unsecured notes.  The recovery rating on this debt is '6',
reflecting S&P's expectation for negligible (0%-10%; rounded
estimate: 5%) recovery in the event of a payment default.

"The rating affirmation reflects our view that, although the
company addressed the upcoming maturities and we expect a gradual
improvement resulting from the recently announced cost-cutting
initiative, Immucor's credit measures will remain relatively weak
in 2018 with leverage around 9x and funds from operations (FFO) to
debt in the low single digits," said S&P Global Ratings credit
rating analyst Maryna Kandrukhin.  It also reflects Immucor's lack
of a proven track record of sustained operating improvement.

The developing outlook reflects S&P's uncertainty about the
company's ability to complete this refinancing transaction on the
proposed terms, given many fundamental problems that are inherent
in Immucor's business model.  Although S&P views the refinancing as
a positive development, and would likely revise the outlook to
positive upon completion of the transaction, S&P could also assign
a negative outlook or lower the rating if the refinancing does not
occur or if the terms are revised in a way that weakens credit
quality.  For example, if interest rates are increased,
amortization requirements are increased, or maturity dates are not
extended as long as proposed.

The developing outlook reflects uncertainty about Immucor's ability
to complete the refinancing transaction on the proposed terms,
given the company's history of operating weakness and remaining
fundamental risks inherent in its business.

S&P could lower the rating if Immucor fails to complete the
proposed refinancing transaction, increasing the likelihood that it
will be unable to repay its existing term loan when it comes due in
August 2018.

S&P would revise the outlook to positive if Immucor successfully
completes the proposed transaction on the terms that are close to
those that were initially announced.  Over the next year, S&P could
raise the rating to 'B-' if Immucor meets S&P's base-case
projections by successfully implementing the cost-cutting
initiative, improving profitability and improving leverage to
around 9x, and if S&P develops further certainty that the achieved
improvement is sustainable over the longer term.


INTRAWEST RESORTS: S&P Affirms 'B' CCR; Outlook Positive
--------------------------------------------------------
S&P Global Ratings said it affirmed the 'B' corporate credit rating
on Denver-based Intrawest Resort Holdings Inc.  The rating outlook
is positive.

S&P also assigned its 'B' issue-level rating to the first-lien
debt, with a recovery rating of '3' to be issued by Hawk Merger Sub
Inc., the temporary borrower entity in this transaction.  The
first-lien debt consists of a $200 million revolving credit
facility due 2022 and a $1.36 billion term loan B due 2024.  Of the
$1.36 billion term loan B, we expect $890 million to be drawn for
the acquisition of Intrawest and Squaw, and the remaining
$470 million may be drawn on a delayed basis if regulatory approval
to acquire Mammoth is temporarily delayed.  The recovery rating is
'3', indicating S&P's expectation for meaningful recovery (50% to
70%; rounded estimate: 60%) for lenders in the event of a payment
default.

"We affirmed the 'B' rating despite the additional debt from the
proposed acquisition because we expect total lease-adjusted debt to
EBITDA to stay well below our mid-7x downgrade threshold," said S&P
Global Ratings credit analyst Jing Li.

S&P also favorably revised its business risk assessment on
Intrawest and increased S&P's leverage upgrade threshold to 6x from
5x.  S&P's current base case incorporates the acquisition of
Intrawest, Squaw, and Mammoth.  It is S&P's understanding that
regulatory approvals to purchase Mammoth are currently pending and
will likely be obtained in the coming months.  S&P favorably
revised its business risk assessment due to the consolidated
entity's increased scale and diversity, with multiple ski resort
destinations across North America, and the resulting partially
mitigated weather risk because of limited weather correlation among
assets in different geographies.  The improved business risk
assessment also reflects the pro forma entity's good market share
among the top 13 ski resorts in North America, and that S&P expects
that Intrawest's EBITDA margin could expand partly due to the
inclusion of Mammoth, which has good operating leverage from
increased visitor traffic during years of favorable weather.

The positive outlook incorporates S&P's expectation that the
company will receive approval to purchase Mammoth and reflects
S&P's expectation for revenue growth driven by pricing increases
and higher volume of skier visits, resulting in adjusted leverage
of low-5x by fiscal 2019 ended June and EBITDA interest coverage in
the mid-3x area over the next two fiscal years.

S&P could consider a higher rating if it is confident the company
can sustain, and the financial policy of the company's financial
sponsor owner would allow, adjusted debt to EBITDA below 6x.

S&P could consider lowering the rating if operating performance
deteriorates and results in adjusted debt to EBITDA above the
mid-7x area or EBITDA coverage of interest expense below 1.5x on a
sustained basis.


INVERSIONES CESAR: Taps Lugo Mender Group as Legal Counsel
----------------------------------------------------------
Inversiones Cesar Castillo Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Puerto Rico to hire legal
counsel.

The Debtor proposes to hire the Law Firm of Lugo Mender Group, LLC
to give legal advice regarding its duties under the Bankruptcy
Code, and provide other legal services related to its Chapter 11
case.

The firm will charge $300 per hour for the services of Wigberto
Lugo Mender, Esq., and $175 per hour for the associate staff
attorney.  The hourly fee for legal and financial assistance is
$125.

Prior to the Debtor's bankruptcy filing, Lugo Mender received a
retainer in the amount of $12,000.

Mr. Mender disclosed in a court filing that he and other members of
his firm are "disinterested" as defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Wigberto Lugo Mender, Esq.
     Lugo Mender Group, LLC
     100 Carr. 165, Suite 501
     Guaynabo, PR 00968-8052
     Tel: (787) 707-0404
     Fax: (787) 707-0412
     Email: wlugo@lugomender.com

             About Inversiones Cesar Castillo Inc.

Based in San Juan, Puerto Rico, Inversiones Cesar Castillo Inc.
listed its business as a single asset real estate (as defined in 11
U.S.C. Section 101(51B)). The Debtor sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. P.R. Case No.
17-04202) on June 12, 2017.  Cesar Castillo Gonzalez, president,
signed the petition. The Debtor owns a fee simple interest in a
62,297-square-foot commercial office & warehouse building located
at the Tres Monjitas Industrial Park, which is valued at $3.5
million.

At the time of the filing, the Debtor disclosed $4.33 million in
assets and $10.22 million in liabilities.


IPROPERTY SOLUTIONS: Edge Capital to Auction Lot on July 21
-----------------------------------------------------------
IProperty Solutions' property will be sold at public auction to the
highest bidder at the Scott Matheson, Third District Courthouse
located at 450 South State Street, Salt Lake City Utah, on July 21,
2017 at 10:00 a.m.

The sale is being made pursuant to a Deed of Trust executed by
IProperty Solutions, a Utah corporation, as Trustor, in favor of
Vantage Title Insurance Agency, as Trustee, covering real property
located at 8065 S. Overhill Circle, Sandy, UT 84121, in Salt Lake
County, Utah.

Edge Capital, LLC, the current beneficiary of the Deed of Trust,
has declared IProperty Solutions in default under the agreement.

The Successor Trustee, Daniel C. Dansie, Esq., is conducting the
sale.

Bidders at the trustee's sale must be prepared to tender a $10,000
non-refundable deposit to the trustee at the sale, and the balance
of the purchase price within 48 hours of the sale. Both the deposit
and the balance must be in certified funds, payable to Edge
Capital, LLC.

The Successor Trustee may be reached at:

     Daniel C. Dansie
     Successor Trustee
     6405 South 3000 East #150
     Salt Lake City, Utah 84121
     Tel: (801) 527-1040


JAT SYSTEMS: Taps Bass Berry as Legal Counsel
---------------------------------------------
JAT Systems, Inc. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Tennessee to hire legal counsel.

The Debtor proposes to hire Bass, Berry & Sims PLC to give legal
advice regarding its duties under the Bankruptcy Code, and provide
other legal services related to its Chapter 11 case.

The principal attorneys and paralegals designated to represent the
Debtor and their standard hourly rates are:

     Craig Gabbert, Jr.         $570
     Glenn Rose                 $550
     Gene Humphreys             $425
     Russell Stair              $425
     LeAnn Lewis, Paralegal     $195

The Debtor paid Bass Berry a retainer of $30,000 on April 5, and an
additional retainer of $45,000 on May 25.

All Bass Berry partners, counsel and associates are "disinterested
persons" as defined in section 101(14) of the Bankruptcy Code,
according to court filings.

The firm can be reached through:

     Craig V. Gabbert, Jr., Esq.
     Glenn B. Rose, Esq.
     Gene L. Humphreys, Esq.
     Bass, Berry & Sims PLC
     150 Third Avenue South, Suite 2800
     Nashville, TN 37201
     Tel: (615) 742-6200
     Fax: (615) 742-6293
     Email: cgabbert@bassberry.com
     Email: grose@bassberry.com
     Email: ghumphreys@bassberry.com

        -- and --

     Russell E. Stair, Esq.
     Bass, Berry & Sims PLC
     1700 Riverview Tower
     900 S. Gay Street
     Knoxville, TN 37902
     Tel: (865) 521-6200
     Fax: (865) 521-6234
     Email: rstair@bassberry.com

                     About JAT Systems Inc.

Based in Sale Creek, Tennessee, JAT Systems, Inc. owns a farmland
located at Warner Bridge Road, Shelbyville, with a current value of
$566,100.

McTron Technologies, Haynsworth Sinkler Boyd, PA, and Ayers
International Corp. filed an involuntary Chapter 7 bankruptcy
petition against JAT Systems, Inc., (Bankr. E.D. Tenn. Case No.
17-12333) on May 25, 2017.  The petitioning creditors are
represented by Mitchell Craig Smith, Esq., at Miller & Martin
PLLC.

The following day, JAT Systems filed its own voluntary Chapter 11
bankruptcy petition (Bankr. M.D. Tenn. Case No. 17-03666).  The
Hon. Charles M Walker presided over the Chapter 11 case.

On June 1, the Middle District of Tennessee bankruptcy court
entered an Agreed Order transferring venue of the case to the
Bankruptcy Court for the Eastern District of Tennessee in
Chattanooga.  The next day, Judge Walker entered a Final Decree
closing the M.D. Tennessee case.

The Eastern District of Tennessee assigned case number, 17-12454.
The case is deemed filed May 26.  The Hon. Shelley D Rucker in
Chattanooga presides over the case.

At the time of the filing, the Debtor disclosed $1.36 million in
assets and $4.16 million in liabilities.

Judge Charles M. Walker presides over the case.


JT TRANSIT: Disclosures Has Conditional OK; Plan Hearing on July 17
-------------------------------------------------------------------
The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas has conditionally approved JT Transit,
LLC's disclosure statement dated May 19, 2017, referring to the
Debtor's plan of reorganization.

The hearing on confirmation of the Debtor's Plan and final approval
of the Disclosure Statement is scheduled for July 17, 2017, at
10:30 a.m.

July 7, 2017, is the last day for filing written acceptances or
rejections of the Debtor's Plan.  July 7 is also fixed as the last
day for filing and serving written objections to the Debtor's
Disclosure Statement and Plan.  

The Debtor will file its ballot summary no later than July 13,
2017.

As reported by the Troubled Company Reporter on June 5, 2017, the
Debtor filed with the Court a small business disclosure statement
describing its plan of reorganization, dated May 19, 2017.  Class 5
under the Plan consists of the general unsecured creditors, who
will be paid either: 1% of the allowed amount of the claims, with
payments made pro rata on a quarterly basis from a fund established
by the Debtor remitting into the fund the sum of $100 per month for
60 months; or creditor may elect to reduce its claim to $1,000 and
be paid in full under treatment provided to Claimants in Class No.
4.

                        About JT Transit

JT Transit, LLC, is a corporation based in San Antonio, Texas,
which has been involved in the transportation and hauling industry
since November, 2012.  JT operates primarily in the State of Texas
and, at times, in surrounding states, primarily transporting frac
sand.  JT operates up to 6 trucks and trailers at any given time.

JT Transit, LLC, filed a Chapter 11 petition (Bankr. W.D. Tex. Case
No. 16-51994), on Sept. 5, 2016.  The petition was signed by
Kenneth W Newman, member.  The case is assigned to Judge Craig A.
Gargotta.  The Debtor is represented by Anthony H. Hervol, Esq., at
the Law Office of Anthony H. Hervol.  At the time of filing, the
Debtor estimated assets at $100,000 to $500,000 and liabilities at
$1 million to $10 million.


JUAN PABLO ZENTENO: RMZ Buying Los Angeles Properties for $750K
---------------------------------------------------------------
Juan Pablo Tobon Zenteno asks the U.S. Bankruptcy Court for the
Central District of California to authorize the sale to RMZ Group,
Inc., of his real properties located at 11408, 11410, 11422 South
Central Avenue, Los Angeles, California for $500,000; and located
at 11502-11504 Central Ave., Los Angles, California for $250,000.

A hearing on the Motion is set for July 6, 2017 at 10:00 a.m.

A motion to convert case from Chapter 13 to Chapter 11 was filed on
March 8, 2017.  The hearing on the motion was scheduled for April
12, 2017.  On April 12, 2017, the Court granted the motion to
convert, and on that same date the Counsel for Debtor lodged the
order granting the Debtor's motion to convert.  This order was
rejected by the Court.  On April 25, 2017, the Counsel for Debtor
re-lodged a newly drafted order for the Court's signature.  On May
12, 2017, the Court issued the order allowing transfer of the
Debtor's case from Chapter 13 to Chapter 11.  Currently, there is a
Chapter 11 status and case management conference scheduled for June
29, 2017, at 10:00 a.m.

The Debtor has found the buyer to his properties and escrow is
currently open and scheduled to close July 10, 2017 in Escrow No.
5490-MS and in Escrow No. 5489-MS.  It has been orally agreed
between the Buyer and the Seller that the escrow instructions will
be amended to reflect the new closing date so that the Debtor may
have the opportunity to obtain the Court's order to allow him to
sell the properties.  All properties are scheduled to be sold for a
combined $750,000.  The Debtor has taken the action of placing the
real properties for sale as he could ill afford to bypass on an
available purchaser for these properties that would give the Debtor
the opportunity to fully satisfy his debts owed to creditors.  The
monies obtained from the sale of these properties are more than
enough to satisfy the debts owed to creditors in this case.
Therefore, the granting of this motion stands to benefit both the
Debtor and creditors.

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

          http://bankrupt.com/misc/Juan_Zenteno_43_Sales.pdf

The Debtor asks that the Court further orders the escrow company My
Best Escrow Inc. (9018 Jeff Street, Bellflower, California) that
all monies received from the sale of the properties be transferred
to the DIP bank account established for the purposes of this case.
The monies obtained from the sale of the real properties are
primarily meant to fully satisfy the debt of the creditors.  After
the sale of the properties, the Debtor will submit a Chapter 11
plan that will fully satisfy the debt owed to creditors.  After the
creditors' debts have been satisfied, the remaining moneys can then
be disbursed to the Debtor and his ex-wife considering the fact
that these properties are community properties.  Under the current
escrow instructions, the monies would be disbursed to the Debtor,
his wife, and would also be disbursed to the California Franchise
Tax Board, Internal Revenue Service, and to the County of Los
Angeles to satisfy the tax liens on the properties.

Counsel for the Debtor:

          Javier Garibay, Esq.
          13006 Philadelphia St., Suite 207
          Whittier, CA 90601
          Telephone: (310) 365-4622
          E-mail: javiergaribay@msn.com

Juan Pablo Tobon Zenteno sought Chapter 11 protection (Bankr. C.D.
Cal. Case No. 2:16-BK-23542-WB) on May 12, 2017.


KAISER GYPSUM: Claims Bar Date Set for September 13
---------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina set Sept. 13, 2017, at 5:00 p.m. (prevailing Eastern Time)
as the deadline for persons or entities to file proofs of claim
against Kaiser Gypsum Company and its debtor-affiliates.

All proofs of claim must be filed to:

     Kaiser Gypsum Company Claims Processing Center
     c/o Prime Clerk LLC
     830 3rd Avenue, 3rd Floor
     New York, Y 10022

Proofs of claim can also be filed electronically using the
interface available on Prime Clerk's website at
http://cases.primeclerk.com/kaisergypsum/EPOC-index.

For addition information regarding the filing of a proof of claim
for general claims, contact Prime Clerk at (855) 855-7644 or mail
at kaisergypsuminfo@primeclerk.com.

                       About Kaiser Gypsum

Kaiser Gypsum Company, Inc., and affiliate Hanson Permanente
Cement, Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D.N.C. Case Nos. 16-31602 and 16-10414) on Sept. 30,
2016.  The petitions were signed by Charles E. McChesney, II,
vice-president and secretary.

The companies are represented by Rayburn Cooper & Durham P.A. and
Jones Day.  Cook Law Firm, P.C. and K&L Gates LLP serve as special
insurance counsel; NERA Economic Consulting as consultant; Miller
Nash Graham & Dunn LLP as special environmental and insurance
counsel; and PricewaterhouseCoopers LLP as financial advisors.

At the time of the bankruptcy filing, Kaiser and Hanson estimated
their assets and liabilities at $100 million to $500 million.

Kaiser's principal business consisted of manufacturing and
marketing gypsum plaster, gypsum lath and gypsum wallboard. The
company has no current business operations other than managing its
legacy asbestos-related and environmental liabilities. The company
has no material tangible assets.

HPCI's primary business was the manufacture and sale of Portland
cement products. It is a wholly-owned, indirect subsidiary of
non-debtor Lehigh Hanson, Inc.

HPCI is the direct parent of Kaiser Gypsum as well as non-debtor
Hanson Micronesia Cement, Inc. and non-debtor Hanson Permanente
Cement of Guam, Inc., the operating subsidiaries. Non-debtor
Permanente Cement Company, which has no assets or operations, is
also a wholly-owned subsidiary of HPCI.

The Office of the U.S. Trustee appointed three creditors to serve
on the official committee of unsecured creditors in the Chapter 11
case of Kaiser Gypsum Company, Inc. The Committee hired Blank Rome
LLP as counsel, and Moon Wright & Houston, PLLC.

An Official Committee of Asbestos Personal Injury Claimants
retained Caplin & Drysdale, Chartered, as its counsel.

Lawrence Fitzpatrick, the Future Claimants' Representative, tapped
Ankura Consulting Group, LLC as his claims evaluation consultant;
Young Conaway Stargatt & Taylor, LLP as attorney; and Hull &
Chandler, P.A. as local counsel.


KEELER'S MEDICAL: Taps Bailey & Busey as Legal Counsel
------------------------------------------------------
Keeler's Medical Supply Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Washington to hire
legal counsel.

The Debtor proposes to hire Bailey & Busey PLLC to give legal
advice regarding its duties under the Bankruptcy Code, and provide
other legal services related to its Chapter 11 case.

The hourly rates charged by the firm are:

     Roger Bailey         $250
     Joshua Busey         $235
     Legal Assistants      $60

Bailey & Busey does not hold or represent any interest adverse to
the Debtor's bankruptcy estate, according to court filings.

The firm can be reached through:

     Roger William Bailey, Esq.
     Bailey & Busey PLLC
     411 North 2nd Street
     Yakima, WA 98901
     Tel: 509-248-4282
     Fax: 509-575-5661
     Email: roger.bailey.attorney@gmail.com

                  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
less than $50,000 and liabilities of $1 million to $10 million.
The petition was signed by Charles Vetsch, president.


KOFAX INC: S&P Affirms 'B' CCR & Revises Outlook to Negative
------------------------------------------------------------
S&P Global Ratings said it affirmed its 'B' corporate credit rating
on Irvine, Calif.-based Kofax Inc. and revised the outlook to
negative from stable.

At the same time, S&P affirmed its 'B' issue-level ratings on the
company's proposed $620 million first-lien credit facility, which
includes a $60 million revolver (undrawn at close).  The '3'
recovery rating is unchanged and indicates S&P's expectation for
meaningful (50%-70%; rounded estimate: 50%) recovery for lenders in
the event of a payment default.

"The negative outlook reflects adjusted leverage in the high-6x
area at transaction close, which is above our previously published
downgrade threshold of mid-6x, due to the incremental $55 million
the company intends to add to the proposed first-lien term loan,"
said S&P Global Ratings credit analyst Dee Banson.

While S&P expects adjusted leverage to improve over the next 12
months as the company realizes modest cost synergies and increases
operating leverage, the outlook revision reflects the high initial
leverage and uncertainty around the sustainability of revenues and
profitability given the significant changes the company has
experienced in recent years.  S&P's leverage calculation includes
fully realized cost savings completed by its previous owner,
Lexmark International Inc., and gradually incorporates unrealized
cost savings initiated while under Lexmark as well as modest
incremental cost synergies identified by Thoma Bravo.  S&P also
nets transaction expenses and restructuring costs against EBITDA.

The negative outlook reflects adjusted leverage in the high-6x area
at transaction close and uncertainty around the sustainability of
the company's revenues and profitability over the medium term,
given the significant changes the company has experienced over the
past couple of years.

S&P could lower the rating over the next 12 months if Kofax does
not stabilize its revenue, continued business disruptions suppress
profitability such that leverage is sustained above the mid-6x
area, or free operating cash flow as a percentage of debt is in the
low-single-digit range on a sustained basis.

S&P could revise the outlook to stable if the company successfully
operates as a stand-alone entity and improves profitability over
the near term, such that leverage approaches the low-6x area in
conjunction with free operating cash as a percentage of debt in the
mid-single-digit range.


KOMODIDAD DISTRIBUTORS: Hires Fernandez Collins as Special Counsel
------------------------------------------------------------------
Komodidad Distributors Inc. and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Puerto Rico to employ Rafael L. Rovira Arbona and Fernandez Collins
Cuyar & PLA as corporate special counsel.

After the filing of its Chapter 11 petitions, the Debtors engaged
the services of Ferraiuoli, LLC to act as its counsel regarding
corporate matters and for tax credit incentives procurement.
Pertinent to the application, Ferraiuoli's retention for corporate
matters was made in order to provide support to the Debtors in the
drafting of definitive documentation regarding the Debtors'
Reorganization Plan dated December 28, 2016.  Due to certain
circumstances outside of the Debtors' reasonable control, the
Debtors did not move the Court to confirm their Reorganization
Plan.

Furthermore, upon consent of all parties, Stabilis LLC -- the third
party financer under the Amended Chapter 11 Plan dated May 28, 2017
-- is working with the Debtors to procure an Exit Loan and has
retained the services of Ferraiuoli to perform its due diligence
and drafting.  Therefore, Ferraiuoli will not be assisting the
Debtors regarding the corporate matters related to the Amended
Chapter 11 Plan.

The Debtors require Fernandez Collins to:

   (a) provide legal advice and support concerning the settlement
       agreements of Debtors with the largest creditor;

   (b) provide legal advice and support in relation to the loan
       collateral documents to be entered thereby with third party

       financing and an exit loan with Stabilis LLC during the
       term of the engagement.
   
Fernandez Collins will be paid at these hourly rates:
    
       Rafael L. Rovira Arbona         $225
       Paralegals                      $100

Fernandez Collins will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Rafael L. Rovira Arbona, a partner of Fernandez Collins, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Fernandez Collins can be reached at:

       Rafael L. Rovira Arbona, Esq.
       Fernandez Collins Cuyar & Pla
       500 Tanca Street,
       Ochoa Building, Suite 201
       San Juan PR 00901
       Tel: (787) 977-3772
       Fax: (787) 977-3773

                     About Komodidad Distributors

Komodidad Distributors, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D.P.R. Case No. 16-04161) on May 25, 2016.  The
petition was signed by Jorge Galliano, president. The Hon. Enrique
S. Lamoutte Inclan presides over the case.

The Debtor estimated assets of $50 million to $100 million and
estimated debts of $10 million to $50 million.

Komodidad Distributors' Chapter 11 case is jointly administered
with those of G.A. Design & Sourcing, Inc., Gamaxport, Inc., G.A.
Investors, S.E., and G.A. Property Development, Corp., under
(Bankr. D.P.R. Case No. 16-04164).

Javier Vilarino, Esq., at Vilarino & Associates serves as the
Debtor's bankruptcy counsel.  Silva-Cofresi, Manzano & Padro LLC
serves as its special counsel in labor laws. CPA Luis R.
Carrasquillo & Co., P.S.C., serves as financial consultant and
Vallejo & Vallejo serves as real estate appraiser to the Debtor.


LEXMARK INTERNATIONAL: Fitch Cuts LT Issuer Default Rating to BB
----------------------------------------------------------------
Fitch Ratings has downgraded the Long-Term Issuer Default Rating
(IDR) for Lexmark International, Inc. (Lexmark) to 'BB-' from 'BB'.
Fitch has also downgraded the company's senior notes to 'BB/RR3'
from 'BB+/RR1' and assigned a 'BB-' Long-Term IDR to Lexmark
International II, LLC. The Rating Outlook is Negative.

The rating actions reflect Lexmark's weak first quarter 2017
results, Fitch's expectation that the company's full year 2017
operating performance will be substantially lower than originally
anticipated, and an abrupt leadership transition. All of these
factors have increased uncertainty that the company will
successfully execute its growth strategy. Fitch expects Lexmark's
leverage profile to remain substantially elevated over the ratings
horizon as it attempts to increase hardware placements,
particularly in China, and as it seeks to stabilize large,
persistent declines in its supply business. Additionally, Fitch
anticipates Lexmark will generate sizable negative free cash flow
in 2017, pressuring near-term liquidity given minimal domestic cash
balances and no further capacity on its revolving credit facility.


KEY RATING DRIVERS

Negative Near-Term Performance: Lexmark's operating performance
deteriorated substantially in the first quarter of 2017. The
company was unable to offset operating losses due to increases in
hardware placements as supply sales continued to decline. LTM free
cash flow was negative $225 million, and operating EBITDA margin
was under 9%, well below Fitch's expectations. Fitch expects
Lexmark's near-term pressures to persist through at least the rest
of FY2017.

Leadership in Flux: Lexmark abruptly announced the resignation of
its CEO on June 14, citing personal reasons. The CEO was named to
the position less than eight months ago and had joined the company
in January 2015 as CFO. During the CEO's tenure the company
restructured its upper management but had not named a successor as
CFO. Given the leadership turnover, Fitch sees increased
uncertainty Lexmark will be able to effectively implement its
strategy to simultaneously reinvigorate its installed base, grow in
China and restructure.

Elevated Leverage Profile: Fitch now expects Lexmark will maintain
its leverage well above the median of 'BB' rated technology peers
through at least FY2019. Lexmark faces the prospect of sustained
operating losses on hardware placements as it attempts to revive
growth and build business in China. Reduced margins are also
possible as the company expands into entry-level hardware and
channel products more broadly.

FCF & Liquidity Pressures: Fitch expects Lexmark will generate
sizable negative free cash flow in FY2017. Approximately 95% of the
company's $297 million in cash was held abroad or otherwise
restricted as of March 31, 2017. The company's revolving credit
facility is fully drawn at $150 million outstanding. Fitch expects
Lexmark will have to repatriate funds held abroad, negotiate an
increase in its revolver, or secure alternative forms of liquidity
to meet near-term funding needs.

DERIVATION SUMMARY

Lexmark's leverage profile is higher than comparable 'BB' rated
technology peers. The company faces increased competitive pressures
and secular forces within its subsector. As a result, its operating
profile is weaker than other comparably rated peers. However, the
company has a solid market share (#2 or #3) in its most important
product end markets and has leading share in some regions. Fitch
sees room within the company's current rating to make the necessary
investments to achieve its strategic growth initiatives, while
accounting for the heightened execution risk and near-term
operating performance and liquidity pressures.

KEY ASSUMPTIONS

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

-- Low double-digit to mid-single-digit revenue declines across
Lexmark's hardware and supplies business in FY17 and FY18,
improving to low positive single-digit over the ratings horizon, as
the lag between increased hardware placements and supply sales is
attenuated over time.

-- Operating EBITDA margins of low single digits in FY17 improving
to low double digit over the ratings horizon as Lexmark invests in
strategic growth initiatives to reinvigorate its installed base and
expand in China.

-- Mid- to high-single digit increases in Lexmark's installed base
driven by low double-digit increases in hardware unit placements as
the company attempts to take share in China, partially offset by
overall customer retention remaining in the mid-80s.

-- Mid-single digit declines in average revenue per unit placed as
well as mid-single to low-double digit declines in supply revenue
per unit of installed base; competitive pressures and secular
challenges in the printer market broadly as well Lexmark's strategy
to expand into lower-end hardware and into the channel market may
expose the company to greater top line pressures.

RATING SENSITIVITIES

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

-- Fitch could stabilize the Outlook if Lexmark is able to gain
traction in its growth initiatives, specifically by maintaining
momentum in hardware placements while turning around the ongoing
decline in supply sales;

-- The company is able to generate consistent positive free cash
flow as a result of improved operating performance;

-- Near-term liquidity concerns are addressed by the company
negotiating an increased commitment and maturity extension to its
revolving credit facility and/or repatriating funds held abroad.
Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action

-- Lexmark is unable to demonstrate traction in its growth
objectives and is forced to reduce hardware placement growth to
offset further declines in its supply business.

-- Continued adverse operating performance such that Fitch expects
the company to maintain annual FCF below $100 million.

-- Expectations that total leverage will be sustained above 4.5x.

LIQUIDITY

Lexmark's liquidity profile is pressured near-term given Fitch's
estimate that 95% of the company's $283 million cash is either held
abroad or otherwise restricted. Additionally, the company's
revolving credit facility is fully drawn at $150 million
outstanding. Fitch expects Lexmark will generate sizable negative
free cash flow in FY2017 and will have to repatriate funds if it is
not able to secure an increased commitment on its revolver. Lexmark
does not face any near-term maturities, but its revolver matures in
2019. Fitch expects the company will seek to exercise its option to
extend the facility.

FULL LIST OF RATING ACTIONS

Fitch has taken the following rating actions:

Lexmark International, Inc.
-- Long-term IDR downgraded to 'BB-' from 'BB';
-- Senior notes downgraded to 'BB/RR3 from 'BB+/RR1'.

Lexmark International II, LLC
-- Long-term IDR assigned 'BB-'.

The Rating Outlook is Negative.


LILBURN BRADEN: Gwinnett, Ga. Lots Up for July 5 Auction
--------------------------------------------------------
Lots 137, 138, 144 and 145 of the 6th District, Gwinnett County,
Georgia, owned by Lilburn Braden Development, LLC, will be sold at
public auction to the highest bidder, for cash, before the
Courthouse door of Gwinnett County, Georgia, within the legal hours
of sale, on July 5, 2017.

Lilburn has been declared in default under a Deed to Secure Debt
dated April 26, 2016, that Lilburn executed to First American
Exchange Company, LLC, which secures $556,000 in debt, plus
interest and charges as provided in the Note.  The Security Deed
was subsequently assigned to Rodney Gene Sieg and Pamela Kay Sieg,
by Transfer and Assignment dated December 14, 2016.

The holder of the Security Deed has declared the entire balance due
and payable because of non-payment.

Rodney Gene Sieg and Pamela Kay Sieg, as Attorneys-in-Fact for
Lilburn Braden Development, LLC, are represented by:

     WILLIAM H. ARROYO & ASSOCIATES
     Attorneys at Law
     4228 First Avenue, Suite 10
     Tucker, GA 30084
     Tel: (770) 491-0175


LIQUIDNET HOLDINGS: Moody's Ups CFR to B1 & Revises Outlook to Pos
------------------------------------------------------------------
Moody's Investors Service upgraded Liquidnet Holdings, Inc.'s
corporate family and senior secured bank credit facility ratings to
B1 from B2, and assigned a B1 rating to its announced $200 million
first lien term loan. The rating outlook on Liquidnet's ratings is
positive, said Moody's.

Moody's said Liquidnet plans to use the proceeds from its announced
$200 million term loan to refinance its existing term loan and for
general corporate purposes, including bolt-on acquisitions.

Moody's has taken the following rating actions:

-- Corporate Family Rating, Upgraded to B1 from B2, Outlook
    changed to Positive from Rating under Review

-- Senior Secured Bank Credit Facility, Upgraded to B1 from B2,
    Outlook changed to Positive from Rating under Review

-- US $200M Senior Secured Bank Credit Facility, Assigned B1,
    Positive

Outlook Actions:

-- Outlook, Changed To Positive From Rating Under Review

RATINGS RATIONALE

Moody's said Liquidnet's upgrade to B1 from B2 is based on its
strong business performance, which has resulted in sustainably
improved financial metrics. Liquidnet has been successful in
enhancing the services it provides to its members, and this,
together with a stable and growing member base, has resulted in
improved revenues, profitability and cash flows, said Moody's.
Liquidnet's institutional trading network provides more than 840 of
the world's largest asset managers with the valuable ability to
negotiate and execute large trades in a controlled and confidential
off-exchange environment, said Moody's.

Moody's said the positive outlook on Liquidnet's ratings reflects
the prospect of further improvement in the company's cash flow
generation from its evolving business activities, as well as from
favorable regulatory trends in Europe that could positively affect
its revenues from trading and related activities.

FACTORS THAT COULD LEAD TO AN UPGRADE

Moody's said Liquidnet's ratings could be upgraded if its earnings
and profit margins continue to improve, it continues to strengthen,
develop and diversify members' services and becomes more integral
in helping its members' achieve their trading goals, and it
maintains its restrained appetite for debt and its solid liquidity
profile.

FACTORS THAT COULD LEAD TO A DOWNGRADE

Moody's said extensive membership losses, adverse regulatory
developments, a material risk management or operational failure, or
a substantial reduction in liquidity could lead to a downgrade.
Moody's also said that an adverse change in financial policy
towards increased appetite for leverage could also result in
downward rating pressure.

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



LOUISIANA CRANE: Sterling National Objects to Plan & Disclosures
----------------------------------------------------------------
Sterling National Bank, secured creditor to Louisiana Crane &
Construction, LLC, filed with the U.S. Bankruptcy Court for the
Western District of Louisiana an objection to the Debtor's amended
disclosure statement dated June 6, 2017, and the Debtor's proposed
amended Chapter 11 plan of reorganization dated June 6, 2017.

On April 20, 2017, Sterling National filed an objection to the
Debtor's motion to approve its Disclosure Statement dated March 8,
2017, and as an initial objection to the Debtor's proposed Plan of
Reorganization bearing the same date.  Sterling National previously
filed a lift stay motion with the Court and thereafter, it entered
with the Debtor into a certain stipulation which was so ordered by
the Court on Nov. 30, 2016.  On May 2, 2017, the Court held a
hearing on that April 20 motion and directed the Debtor to file an
amended Disclosure Statement by May 30.  Any objections to that
April 20 motion were required to be filed on or before June 6,
2017.

Sterling National complains that, among others:

     -- the Debtor still offers no real explanation in the Amended

        Disclosure Statement as to why the non-Debtor Guarantors
        of certain of the Debtor's debts are being given the
        extraordinary benefit of an injunction which shields them
        from any lawsuits by the Debtor's creditors;

     -- in addition to its secured claim against the Debtor,
        Sterling has claims against various guarantors of the
        Debtor's debt which includes individual guarantors as well
       
        as limited liability company guarantors.

     -- the Amended Disclosure Statement provides zero
        information, let alone, adequate information, about the
        Guarantors, their relationship to or role with the Debtor
        and its business operations or why the Debtor's creditors
        should be enjoined from suing them.  Nor does the Debtor
        offer any legal support or applicable case law in the
        motion as to why non-Debtor guarantors are allowed to
        receive this benefit from the Plan;

     -- the injunction against suits against the Guarantors is
        further objectionable because the Plan provides that even
        in the event of the Debtor's uncured Default under the
        Plan, a creditor still needs to obtain an Order from this
        Court authorizing it to sue the Guarantors.  This is
        respectfully another unnecessary obstacle which protects
        the non-Debtor Guarantors.

     -- the language in the Plan is further objectionable because
        the stay of lawsuits against the Guarantors could result
        in Sterling's claims against the Guarantors ultimately
        being time barred at some later date by the applicable
        statute of limitations assuming that the Debtor's debt to
        Sterling is not paid in full.  This result would be
        entirely inequitable.  This possibility of claims against
        the Guarantors being time barred even discussed in the
        Amended Disclosure Statement.

A copy of the Objection is available at:

           http://bankrupt.com/misc/lawb16-50876-589.pdf

Sterling National is represented by:

     B. Slattery Johnson, Jr., Esq.
     BLANCHARD, WALKER, O'QUIN & ROBERTS
     (A Professional Law Corporation)
     P.O. Drawer 1126 (71163)
     333 Texas Street, Suite 700 (71101)
     Shreveport, Louisiana
     Tel: (318) 221-6858
     Fax: (318) 227-2967

          -- and --

     Henry G. Swergold, Esq.
     Mitchell L. Kaplan, Esq.
     PLATZER, SWERGOLD, LEVINE, GOLDBERG, KATZ & JASLOW, LLP
     475 Park Avenue South, 18th Floor
     New York, New York 10016
     Tel: (212) 593-3000
     E-mail: hswergold@platzerlaw.com
             mkaplan@platzerlaw.com

                      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., who has an office in Baton Rouge,
Louisiana, and Barry W. Miller, Esq., at Heller, Draper, Patrick,
Horn & Dabney, LLC, serve as the Debtor's bankruptcy counsel.

Henry Hobbs, Jr., acting U.S. trustee for Region 5, on July 22
appointed three creditors of Louisiana Crane & Construction, LLC,
to serve on the official committee of unsecured creditors.

On March 8, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.


LTD MANAGEMENT: Hires Deshaies Law as Counsel
---------------------------------------------
LTD Management Inc. seeks authorization from the U.S. Bankruptcy
Court for the District of New Hampshire to employ Cheryl C.
Deshaies of Deshaies Law as counsel, nunc pro tunc to May 10,
2017.

Deshaies Law will assist the Debtor in its reorganization efforts,
including with respect to:

   (a) the plan and disclosure statement;

   (b) defense of motions for relief;

   (c) assumption/rejection of executory contracts;

   (d) turnover, fraudulent transfer, preference actions and other

       avoidance and/or subordination actions including lender
       liability actions;

   (e) other litigation as necessary; and

   (f) all other matters necessary and proper for representation
       of the Debtor in this case.

Deshaies Law will be paid at an hourly rate of $200.  Deshaies Law
will also be reimbursed for reasonable out-of-pocket expenses
incurred.

Pre-petition, the Debtor provided a retainer to Deshaies Law in the
amount of $6,000. The agreed retainer was $6,717.  The Debtor still
must pay $717 to complete the initial retainer payment.

The $6,000 was paid by the Debtor's principal, Lisa D'Aoust, from
funds she earned personally through real estate sales working for
her non-debtor, unrelated entity Ltd Teamwork Realty, LLC dba
Teamwork Realty. It is anticipated that the additional retainer
payment of $717 will be made by Lisa D'Aoust from her personal
income.

The Debtor also agreed to make additional payments to Deshaies Law
in the amount $1,000 monthly to supplement the retainer held in
IOLTA until such time that the plan is confirmed.

The amount of $700 was disbursed pre-petition to Deshaies Law for
pre-petition work and $1,717 for filing fee. The amount of retainer
remaining in IOLTA is $3,583.

Cheryl C. Deshaies of Deshaies Law, assured the Court that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

Cheryl C. Deshaies can be reached at:

       Cheryl C. Deshaies, Esq.
       Deshaies Law
       24 Front Street, Suite 111
       P.O. Box 648 Exeter,
       New Hampshire 03833
       Tel: (603) 580-1416  
       Fax: 1-888-308-7131
       E-mail:  cdeshaies@deshaieslaw.com

                     About LTD Management Inc.

LTD Management, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. D.N.H. Case No. 17-10684) on May 10, 2017, disclosing under
$1 million in both assets and liabilities.  The Debtor is
represented by Cheryl C. Deshaies, Esq., of Deshaies Law.


LTD MANAGEMENT: Wants to Use TD Bank's Cash Collateral
------------------------------------------------------
LTD Management, Inc., asks permission from the U.S. Bankruptcy
Court for the District of New Hampshire to use cash collateral of
TD Bank, N.A.

The Debtor wants to use cash collateral (a) on an interim basis,
pending a final hearing at least 14 days, but not more than 30
days, after June 9, 2017, and (b) on a final basis through
confirmation of a plan reorganization or through May 31, 2018,
whichever is shorter.

The use of the cash collateral is necessary through confirmation
to: (i) make payments to the Debtor's utility providers in order to
continue to rent the units to the Debtor's tenants; (ii) pay
insurance premiums as necessary to ensure continuation of the
necessary insurance coverage, (iii) supplement the retainer for the
Debtor's counsel who is representing the Debtor through the
confirmation process; and (iv) to pay vendors and suppliers for
ongoing maintenance and other ordinary and necessary expenses to
prevent an immediate cessation of the business.  To be unable to
pay these limited expenses would cause the Debtor to have to
abruptly cease operations because without these critical services
the Debtor would not be able to maintain a safe and beneficial
situation for its tenants.

The Debtor owns a commercial building comprised of five units.
Four of the units are leased to third parties and one is leased to
Ltd Teamwork Realty, LLC, a single member LLC owned by Lisa
D'Aoust.  The Real Estate has been so owned and operated since the
Debtor came into existence.  Presently, the building is fully
occupied.  As indicated on the Debtor's bankruptcy schedules, the
real estate is encumbered by a variety of liens and attachments.
First in time, is the mortgage held by TD Bank to which
approximately $80,000 presently is owed.  That mortgage has termed
out.  However, pre-petition the Debtor and TD Bank arrived at an
agreement under which the Debtor has been making payments of $1,000
to TD Bank toward the balance.  TD Bank also holds a security
interest in the rents pursuant to the Collateral Assignment of
Leases and Rents executed on even date with the mortgage.

The Debtor believes through the continued rental of the building,
the cash collateral will be adequately replaced during the Use
Period.  The Debtor believes its limited use of cash collateral
during the Use Period will permit it to maintain essential business
operations, thereby preserving the value of the estate, and confirm
a plan that will be in the best interest of the Debtor's
creditors.

The Debtor's principal Lisa D'Aoust attempted to secure TD Bank's
assent to the relief requested in this motion but was unable to
locate an individual able to provide a response.

Since the Debtor intends to use the cash collateral in the normal
course of its business operations during the Use Period, it is
reasonable to expect that the amount of cash on hand will decrease.
However, in this case, the Debtor will continue to operate and
will continue to collect rents and believes that the building will
continue to be fully occupied during the Use Period.  The Debtor
does expect that the cash collateral it uses will be replaced by
incoming revenues.

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

           http://bankrupt.com/misc/nhb17-10684-27.pdf

                       About LTD Management

Headquartered in Raymond, New Hampshire, LTD Management, Inc., was
formed in July 1992 for the purpose of owning real estate located
at 63 Route 27 Raymond, New Hampshire, and leasing out certain
units within the building.  Lisa D'Aoust owns a 100% interest in
the Debtor.

LTD Management filed for Chapter 11 bankruptcy protection (Bankr.
D.N.H. Case No. 17-10684) on May 10, 2017, estimating its assets
and liabilities at between $100,001 and $500,000 each.  Cheryl C.
Deshaies, Esq., at Deshaies Law serves as the Debtor's bankruptcy
counsel.


MAKO ONE: Case Summary & Largest Unsecured Creditors
----------------------------------------------------
Affiliated debtors that simultaneously filed Chapter 11 bankruptcy
petitions:

    Debtor                                      Case No.
    ------                                      --------
    Mako One Corporation                        17-03650
    2890 Pio Pico, Suite 203B
    Carlsbad, CA 92008

    Badgerow Jackson LLC                        17-03651
    2890 Pio Pico, Suite 203B
    Carlsbad, CA 92008

Type of Business: Mako One is a single asset real estate (as
                  defined in 11 U.S.C. Section 101(51B).  It
                  specializes in renovating historic buildings for
                  commercial and industrial purposes.

Chapter 11 Petition Date: June 20, 2017

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Hon. Louise DeCarl Adler (17-03650)
       Hon. Christopher B. Latham (17-03651)

Debtors' Counsel: Andy Epstein, Esq.
                  ANDY EPSTEIN ESQ., CPA
                  20211 Spectrum
                  Irvine, CA 92618
                  Tel: 619-846-7369
                  E-mail: taxcpaesq@gmail.com

                                         Estimated   Estimated
                                           Assets    Liabilities
                                         ---------   -----------
Mako One Corporation                     $10M-$50M    $10M-$50M
Badgerow Jackson                         $10M-$50M    $10M-$50M

The petitions were signed by Bruce Debolt, CEO.

Mako One's List of Five Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Chevron TCI, Inc.                   Guarantee Tax       $683,364
345 California 30th FL              Credit Payment
San Francisco, CA 94104
Tel: 415-733-4939

Brown Winneck                         Legal Fees         $16,881

Proxhaska and Assoc                 Architect Fees        $1,100

Lillis Omally Et Al                   Legal Fees         $12,458

Woodbury County Treasurer              Property         $283,000
822 Douglas St., Ste                    Taxes
102, Sioux City, IA 51101

Badgerow Jackson's List of Seven Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Jarco Builders, Ltd.                 Construction        $18,760
                                         Costs

W.A. Klinger                         Construction        $24,736
                                         Costs

Kutack Rock LLP                       Legal Fees          $7,914

Plains Boiler                        Chilled Water       $14,800
                                      Distribution

Rubin Brown                            Accounting        $17,000
                                          Fees

Douglas Steinmetz                       Historic          $1,207
                                       Architect
                                         Fees

Schumacher Elevator                     Elevator            $372
                                      Maintenance


MARSH SUPERMARKETS: Liquidation Sales at 29 Stores Begin
--------------------------------------------------------
Marsh Supermarkets, LLC, on June 15, 2017, disclosed that
liquidation sales have commenced at 29 of its stores in Indiana and
Ohio.  The sales, featuring discounted merchandise, will continue
until the inventory is sold, most likely in early July.

In a June 12, 2017, auction conducted as part of Marsh's Chapter 11
bankruptcy proceeding in the U.S. Bankruptcy Court for the District
of Delaware, Topvalco, Inc., a wholly-owned subsidiary of The
Kroger Co., and Generative Growth II, LLC, doing business as Fresh
Encounter, successfully bid for 11 and 15 Marsh locations,
respectively.  Those transactions received conditional approval
from the Court on June 14, 2017.

Liquidation sales began today at the 11 locations being purchased
by Topvalco and at the 18 other Marsh stores that did not attract a
buyer in the auction.  Topvalco intends to take possession of its
stores when the liquidation sales are complete. The stores without
a buyer will be closed.

Liquidation sales are being conducted at the following locations:

  Street Address                    Community
  --------------                    ---------
1825 Kinser Pike                   Bloomington, IN
843 E. Main Street                 Brownsburg, IN
10679 N. Michigan Road             Zionsville, IN
5 Boone Village                    Zionsville, IN
2904 S. State Road 135             Greenwood, IN
123 S. Kingston Drive              Bloomington, IN
1500 W. McGalliard Road            Muncie, IN
1435 W. 86th Street                Indianapolis, IN
715 S. Tillotson Avenue            Muncie, IN
227 W. Michigan Street             Indianapolis, IN
12520 116th Street                 Fishers, IN
315 14th Street                    Logansport, IN
2140 E. 116th Street               Carmel, IN
2410 N. Salisbury Street           West Lafayette, IN
14450 Mundy Drive                  Noblesville, IN
5624 Georgetown Road               Indianapolis, IN
5151 E. 82nd Street Ste. 100       Indianapolis, IN
1815 Albany Street                 Beech Grove, IN
208 Southway Blvd. East            Kokomo, IN
2250 Teal Road                     Lafayette, IN
6965 W. 38th Street                Indianapolis, IN
2350 Broad Ripple Avenue           Indianapolis, IN
1800 S. Burlington Drive           Muncie, IN
4755 E. 126th Street               Carmel, IN
2810 Nichol Avenue                 Anderson, IN
1508 Virginia Avenue               Connersville,  IN
1900 N. Walnut                     Muncie, IN
1500 Plaza Drive                   Hamilton, OH
1401 N. Washington Street          Kokomo, IN

                    About Marsh Supermarkets

Founded in 1931, Marsh Supermarkets is a retail food chain
headquartered in Indianapolis, Indiana, with stores throughout
Central Indiana and parts of western Ohio.  A substantial majority
of the stores are operating under the Marsh Supermarkets banner,
and a handful of stores operate as O'Malia Food.  Marsh was
publicly traded until May 2006, when it was acquired by affiliates
of Sun Capital Partners IV, LP, and certain independent investors.

Marsh Supermarkets Holding, LLC, and 15 affiliated debtors each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. D. Del. Lead Case No.
17-11066) on May 11, 2017.  As of the Petition Date, Marsh operated
60 stores in Indiana and Ohio, and had a workforce of approximately
4,400 employees.  The cases are pending before the Honorable
Brendan Linehan Shannon.

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

Andrew R. Vara, Acting U.S. Trustee for Region 3, on May 18, 2017,
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case.  The Committee retained
Bayard, P.A., and Cooley LLP as counsel.


MAXUS ENERGY: Mariana Buying Five Brownfields for $21M
------------------------------------------------------
Maxus Energy Corp., and its affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to authorize the sale of Debtor
Tierra Solutions, Inc.'s right, title, and interest in and to the
five parcels of contaminated real property known as "brownfields"
to Mariana Properties, Inc., for $21,000,000, subject to overbid.

A hearing on the Motion is set for July 7, 2017 at 10:00 a.m. (ET).
Objection deadline is June 30, 2017 at 4:00 p.m. (ET).

Prior to the Petition Date, pursuant to an indemnity agreement
dating back to 1986, Tierra and Maxus regularly performed a wide
range of environmental investigation and remediation activities on
behalf of OCC and sometimes on their own behalf at sites formerly
owned or operated by Diamond Shamrock Chemical Co. ("DSCC") and at
sites where DSCC had allegedly transported or disposed of hazardous
materials from those formerly owned or operated sites.  Tierra owns
the Real Properties that are the subject of environmental
remediation at five sites in New Jersey, Ohio, and Alabama.

The five parcels consisting the Real Property are the (a) property
located at 80-120 Lister Avenue in Newark, New Jersey ("Lister
Avenue Property"); (b) two properties in Kearny, New Jersey located
at (i) 1015 Belleville Turnpike, Kearny, New Jersey ("Belleville
Property") and (ii) 2 O'Brien Road, Kearny, New Jersey ("O'Brien
Property")("Kearny Properties"); (c) one property located in
Painesville, Ohio ("Painesville Property"); and (d) one property
located at 5421 Reichold Road, Tuscaloosa, Alabama ("Tuscaloosa
Property").

The Real Properties are at various stages of remediation and
redevelopment as described more fully:

   a. Lister Avenue Property: The property consists of 5.82 acres
across 2 parcels and is located along the Passaic River in an
industrial area.  The environmental status is considered "Interim
Remediation Completed With On-going Management."

   b. Belleville Property: The property consists of 28.65 acres
across 4 parcels.  The property has vacant land with access via
Belleville Turnpike and frontage on the Belleville Turnpike,
Hackensack River, and Amtrak railroad, and has potential for
industrial development. The environmental status is considered
"Interim Containment Remedy & Continuous Monitoring."

   c. O'Brien Property: The property consists of 6.76 acres across
5 parcels. The property has vacant land with manufacturing zoning
and has potential for industrial development.  The environmental
status is considered "Interim Containment Remedy & Continuous
Monitoring."

   d. Painesville Property: The property consists of 1,038.82 acres
across 21 parcels.  The environmental status is considered
"Continuous Monitoring & Active Planning and Investigation."

   e. Tuscaloosa Property: The property consists of 16.66 acres
across 5 parcels and is adjacent to the Black Warrior River.  

The Environmental status is considered "Interim Remediation
Completed with Continuous Maintenance & Monitoring."

On April 19, 2017, the Debtors filed the (a) Amended Chapter 11
Plan of Liquidation Proposed by Maxus Energy Corporation, et al.
and the Official Committee of Unsecured Creditors and the Amended
Disclosure Statement for the Amended Chapter 11 Plan of Liquidation
Proposed by Maxus Energy Corporation, et al. and the Official
Committee of Unsecured Creditors.  As set forth in the Plan and the
Disclosure Statement, the Debtors are in the process of liquidating
their assets and the day-to-day responsibility for all of their
environmental remediation projects must be transitioned to OCC or
to other responsible parties.  To that end, Maxus, Tierra, and
Glenn Springs Holdings, Inc., for the benefit of OCC, entered into
the Transition Agreement to allow the Debtors to complete the
transition to Glenn Springs (on behalf of OCC) of environmental
remediation activities at former DSCC-related sites.  These former
DSCC-related sites include the Lister Avenue Property, the
Painesville Property, and the Kearny Properties.  Effective as of
April 17, 2017, the date of entry of the order approving the
Transition Agreement, Tierra ceased its environmental remediation
activities and Glenn Springs commenced environmental remediation of
certain former DSCC-related sites, including the Lister Avenue
Property, the Painesville Property, and the Kearny Properties.

The Purchaser will ensure ongoing remediation activities continue
in a responsible fashion at the Real Properties, which will
minimize the potential threat to human health and the environment
that could result if remediation activities at these sites were
disrupted or afforded secondary status to other land uses.  In
addition, the Purchaser will assume all then existing and future
investigatory and remedial responsibilities of Tierra at the
Tuscaloosa Property.  Thus, through the Sale, all of Tierra's
remediation obligations at the Real Properties will be addressed
without interruption.

The closing on the Sale will not be subject to any diligence period
or other discretionary termination right for the Purchaser, which
greatly reduces the execution risk of the Sale.  Upon the Closing
Date, the Purchaser will pay the Debtors the Purchase Price, less
the Deposit.  The Purchase Price will be distributed pursuant to
the Sale Order, the Plan, and any settlements entered into with
third parties.

If the Sale Order is not entered by July 10, 2017 or the Closing
Date does not occur, the Real Property will be transferred to the
Property Trust as described in the Plan.  The Property Trust will
(a) hold title to the Real Property until such properties are
remediated or otherwise disposed, (b) pay property and other taxes
related to the Real Property, (c) ensure ecurity of the Real
Property, and (d) enter into agreements with OCC and other
potentially responsible parties to provide access to the Real
Property for the purpose of conducting environmental remediation
activities.  The Property Trust will not have any responsibility to
perform any environmental remediation, except for the Alabama O&M.
If the Property Trust sells or transfers the Real Property, then
any proceeds in excess of those needed to fund the Property Trust's
limited purpose will revert to the Liquidating Trust in accordance
with Article VI of the Plan and be distributed in accordance with
the Liquidating Trust Waterfall.

The Debtors submit that the Sale provides a significant benefit to
the estate because the sale proceeds will bring value into the
estates for distribution to unsecured creditors, and the Sale
ensures that all remediation obligations are addressed and public
health is protected.

On Dec. 16, 2016, the Court entered an order granting the Debtors'
application to retain Keen Summit as sales broker and consultant
with respect to the potential sale of their Real Properties.  As
part of Keen Summit's Engagement Agreement, upon the closing of any
sale of one or more of the Real Properties, the Debtors are
obligated to pay Keen Summit the Transaction Fee from the proceeds
of the Sale based on the total gross sales price pursuant to an
agreed upon commission schedule.  Pursuant to the Retention Order,
the Debtors, as part of the motion to approve the Sale, are seeking
approval of the Transaction Fee in the amount of $900,000 on an
interim basis, subject to the Court's approval of Keen Summit's
final fee application.  Other than the Transaction Fee, the Debtors
have no further obligation to pay Keen Summit additional fees or
retainers.

The Debtors, with Keen Summit's assistance, solicited bids from
numerous interested parties, received the highest and best bid from
the Purchaser, and are now seeking approval of the Sale to the
Purchaser.  The Debtors and the Purchaser have negotiated the terms
for the purchase and sale of the Real Property and related leases
and contracts.

The salient terms of the Purchase Agreement are:

   a. Purchased Assets: All of Tierra's right, title and interests
in and to the Real Property.

   b. Purchase Price: $21,000,000.  On the Closing Date, the
Purchaser will assume the Alabama O&M, and all of Tierra's
obligations and liabilities under the NOV.  The Purchaser's
assumption of the Alabama O&M and obligations and liabilities under
the NOV constitutes an economic benefit to Tierra the value of
which will constitute a portion of the Purchase Price in the amount
of $4,000,000.

   c. Deposit: $1,000,000

   d. Closing Date: 15 days following the Sale Approval Date, or on
such earlier date as Purchaser may designate upon five business
days' prior written notice to Tierra, or on such other date as may
be mutually agreed upon by Tierra and the Purchaser

   e. As-is Sale: Tierra is selling and the Purchaser is purchasing
the Property on an "as is and with all faults" basis, and free and
clear of all liens, interests, claims, and encumbrances.  The
Purchaser is not relying on any representations or warranties of
any kind whatsoever, express or implied, from Tierra or its
representatives as to any matters concerning the Property.

   f. Upset Purchaser: In the event that a third party is approved
by the Court as the purchaser of the Property at the hearing on the
Motion then the Purchase Agreement will not terminate, but rather
will become a back-up bid that will remain open for acceptance by
Tierra for a period of 60 days following such hearing.

   g. Keen Summit Fee: The Transaction Fee will be paid on the
Closing Date from the sale proceeds, subject to the Court's
approval of Keen Summit's final fee application.

   h. Relief from Bankruptcy Rule 6004(h): The Debtors believe that
a waiver of the 14-day stay in Bankruptcy Rule 6004(h) is necessary
to bring certainty to the Sale.

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

          http://bankrupt.com/misc/Maxus_Energy_1558_Sales.pdf

The Debtors are party to executory contracts and unexpired leases
in connection with the use and remediation of the Real Property.
In connection with confirmation of the Plan, on April 21, 2017, the
Debtors filed the Assumption Schedule which identified, inter alia,
the Potential Designated Contracts.  Under the terms of the
Purchase Agreement, the Purchaser (or the Upset Purchaser, if
applicable) has the option to designate the Designated Contracts.
The Assumption Schedule gave each Contract Counterparty until May
5, 2017, at 4:00 p.m. to object to, among other things, the Cure
Costs existing as of the Assumption Schedule Filing Date.

The Debtors will accept other higher and better offers for the Real
Property between June 16, 2017, and June 30, 2017.  If they receive
higher and better offers, then an auction will take place on July
5, 2017, with the winning bidder identified at the conclusion of
the auction.  Keen Summit will contact all prior bidders and ask
them to confirm whether they wish to submit new bids.

Ground rules for the bidding include: (i) prospective bidders must
mark up the Purchase Agreement; (ii) prospective bidders must
provide a good faith deposit in the amount of 10% of their purchase
price; (iii) prospective bidders must agree that their bid is
irrevocable and not subject to any further diligence, financing or
corporate approvals, and , as to the Successful Bid and the Back-Up
Bid will remain binding and irrevocable for 45 days after the Sale
Hearing or the closing of a transaction; (iv) bids will be accepted
for individual Real Properties, or for the Real Property as a
whole, and (v) the winning bidder and the next highest and best bid
will be determined by the Debtors after consulting with the
Creditors' Committee.  If the existing DIP lender or the Creditors'
Committee disagrees with respect to the determination of the higher
and better bid, then the Court will determine the highest and best
bid.

Following a robust marketing process, the highest and best bid for
a bulk purchase of all five parcels of Real Property is $21
million, which exceeds the Debtors' expectations for a bid for the
Real Property.  The benefits of the Sale extend far beyond the
financial element.  As a preliminary matter, the Sale allows the
Debtors to dispose of all of their owned real properties in one
transaction.  In the absence of the Sale, as contemplated by the
confirmed Plan, the Property will be transferred to the Property
Trust.  Most importantly, the Sale allows for the ongoing
remediation of the Real Property to be continued by OCC pursuant to
the Transition Agreement.  The Sale therefore ensures a smooth
transition of remediation obligations related to all of the
Debtors' Real Property.  Accordingly, the Debtors ask the Court to
approve the relief sought.

The Debtors ask that the Sale Order be effective immediately by
providing that the 14-day stay under Bankruptcy Rule 6004(h) is
waived.

The Purchaser:

          MARIANA PROPERTIES, INC.
          c/o Glenn Springs Holdings, Inc.
          5 Greenway Plaza, Suite 110
          Houston, TX 77046
          Attn: Mike Anderson, President
          Facsimile: (713) 350-4733
          E-mail: mike_anderson@oxy.com

The Purchaser is represented by:

          Paul A. Martin, Esq.
          VINSON & ELKINS L.L.P.
          2001 Ross Avenue, Suite 3700
          Dallas, TX 75201
          Facsimile: (214) 999-7875
          E-mail: pmartin@velaw.com

                 - and -

          Chris Shore, Esq.
          WHITE & CASE LLP
          1221 Avenue of the Americas
          New York, NY 10020-1095
          Facsimile: (212) 218-0193
          E-mail: cshore@whitecase.com

                  About Maxus Energy Corporation

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

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

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

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

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


MERRIMACK PHARMACEUTICALS: CEO Peters to Act as Finance Chief
-------------------------------------------------------------
Following the resignation of Yasir B. Al-Wakeel, the former chief
financial officer, head of corporate development, principal
financial officer and principal accounting officer of Merrimack
Pharmaceuticals, Inc., the Company's Board of Directors appointed
(i) Richard Peters, the Company's president and chief executive
officer, to also be principal financial officer and (ii) John L.
Green, the Company's controller, to also be principal accounting
officer.

Dr. Peters, age 54, has served as the Company's president and chief
executive officer and a member of its board of directors since
February 2017.  Prior to joining the Company, Dr. Peters served in
various capacities at Sanofi Genzyme, a global pharmaceutical
company, since 2008, including as senior vice president, head of
global rare diseases business unit since January 2015, vice
president, strategy development officer, U.S. Rare Disease Unit
from May 2014 to December 2014, vice president, division medical
officer, Global Oncology Division from 2011 to May 2014, and vice
president, Head of Global and U.S. Medical Affairs, Hematology and
Transplant from 2008 to 2011.  Prior to Sanofi Genzyme, Dr. Peters
held medical affairs roles at Onyx Pharmaceuticals, Inc. and Amgen
Inc., both pharmaceutical companies, and was a co-founder and chief
executive officer of Mednav, Inc., a healthcare information
technology company. Dr. Peters has also served on the faculty at
Harvard Medical School/Massachusetts General Hospital.  Dr. Peters
holds an M.D. and a Ph.D. in pharmacology from the Medical
University of South Carolina and a B.S. from the College of
Charleston.

Mr. Green, age 37, has served as the Company's controller since
March 2017.  Prior to joining the Company, Mr. Green served as
Controller at Fractyl Laboratories, Inc., a medical technology
company, from November 2015 to March 2017.  From June 2014 to
November 2015, Mr. Green served as Director of Accounting at
Dicerna Pharmaceuticals, Inc., a biopharmaceuticals company.  From
November 2013 to June 2014, Mr. Green served as a Senior Manager at
Corporate Finance Group, Inc., a financial consulting firm. From
2008 to September 2013, Mr. Green served as an Assurance Manager at
PricewaterhouseCoopers LLP, an accounting firm.  Prior to 2008, Mr.
Green held various accounting roles at the accounting firms of
Green Cumming Webber and Ernst and Young LLP.  Mr. Green is a
Chartered Professional Accountant and holds a B.S. from Acadia
University.

There is no family relationship between Dr. Peters or Mr. Green, on
the one hand, and any of the Company's directors or executive
officers, on the other hand, according to a Form 8-K report filed
with the Securities and Exchange Commission.

                        About Merrimack

Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics.  The Company's
initial focus is in the field of oncology.  The Company has five
programs in clinical development.  In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.

Merrimack reported a net loss of $153.5 million on $144.3 million
of total revenues for the year ended Dec. 31, 2016, compared to a
net loss of $147.8 million on $89.25 million of total revenues for
the year ended Dec. 31, 2015.  As of March 31, 2017, Merrimack had
$68.63 million in total assets, $345.78 million in total
liabilities and a total stockholders' deficit of $275.73 million.


MERRIMACK PHARMACEUTICALS: Will Hold Annual Meeting on Aug. 11
--------------------------------------------------------------
The Board of Directors of Merrimack Pharmaceuticals, Inc. has set
Aug. 11, 2017, as the date for the Company's 2017 Annual Meeting of
Stockholders.  The Board also set the close of business on June 16,
2017, as the record date for determining stockholders entitled to
receive notice of and to vote at the 2017 Annual Meeting.  

Proposals of stockholders intended to be presented at the 2017
Annual Meeting pursuant to Rule 14a-8 promulgated under the
Securities Exchange Act of 1934, as amended, must be received by
the Company at its principal executive offices, One Kendall Square,
Suite B7201, Cambridge, Massachusetts 02139, a reasonable time
before the Company begins to print and send its proxy materials.

                         About Merrimack

Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics.  The Company's
initial focus is in the field of oncology.  The Company has five
programs in clinical development.  In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.

Merrimack reported a net loss of $153.5 million on $144.3 million
of total revenues for the year ended Dec. 31, 2016, compared to a
net loss of $147.8 million on $89.25 million of total revenues for
the year ended Dec. 31, 2015.  

As of March 31, 2017, Merrimack had $68.63 million in total assets,
$345.8 million in total liabilities and a total stockholders'
deficit of $275.7 million.


MINDEN AIR: Exclusivity Periods Extended Through August
-------------------------------------------------------
Judge Bruce T. Beesley of the U.S. Bankruptcy Court for the
District of Nevada has granted the Third Motion for extension of
the exclusive time periods within which Minden Air Corp. has the
exclusive right to file and obtain confirmation of its Plan of
Reorganization through and including June 16, 2017, and August 16,
2017, respectively.

The order was entered June 19.

The Troubled Company Reporter has previously reported that the
Debtor asked for an extension of its exclusivity periods, telling
the Court that it needed more time to locate buyers for its jet
airplanes, and for negotiating with its remaining creditors in
order to formulate its plan. The Debtor averred, however, that its
principals had closed escrow on the sale of their home and paid off
one of its secured creditors.

                  About Minden Air Corp.

Minden Air Corp. 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. The
case is assigned to Judge Bruce T. Beesley.  At the time of the
filing, the Debtor disclosed $5.07 million in assets and $883,504
in liabilities.

The Debtor tapped Alan R Smith, Esq. at The Law Offices of Alan R.
Smith as its legal counsel, and William E. Peterson, Esq. of Snell
& Wilmer, LLP as special counsel to represent the Debtor in an
appeal of a case it filed against Starr Indemnity & Liability
Company and several others.


MOIN LLC: Disclosures OK'd; Plan Confirmation Hearing on July 18
----------------------------------------------------------------
The Hon. Ronald B. King of the U.S. Bankruptcy Court for the
Western District of Texas has approved Moin, LLC's amended
disclosure statement referring to the Debtor's amended plan of
reorganization.

The hearing on confirmation of the Plan is scheduled for July 18,
2017, at 2:00 p.m.

July 10, 2017, is the last day for filing objections to the
proposed Amended Plan of Reorganization filed in this case.  July
10 is also the deadline for casting ballots in this case.

On June 7, 2017, the Debtor filed its Amended Disclosure Statement,
stating that for Allowed Class 5 Unsecured Claims, the Debtor
scheduled claims for wages that have been paid by the thye Debtor
in the normal course of business.  This case was filed in the
middle of a pay period and the creditors (wage earners) were paid
in the ordinary course of business.  In addition, the claims of
Classic Star Group, Inc and Mike's Wholesale were paid in the
ordinary course of business (paid within 10 days of receipt) the
amount scheduled through post petition sales. Debtor is current on
its obligations to these entities.

The Debtor scheduled a payment to Sam's Club in the amount of
$15,976.23 for purchases made in 2016 and testified at the Section
341 meeting that he is making payments on this claim post petition
so that he can continue to receive supplies from this entity.
Debtor is current on all post petition purchases.  At this time,
the Debtor owes approximately $15,000 to Sams Club and will
continue paying $535 per month to satisfy this claim.  

The Debtor also scheduled $4,705.45 for Sulphur Springs
Distribution.  This claim is paid in full.

A copy of the Amended Disclosure Statement is available at:

         http://bankrupt.com/misc/txwb17-60065-39.pdf

                       About Moin LLC

Moin, LLC, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Tex. Case No. 17-60065) on Feb. 1, 2017.  The
petition was signed by Amer Mohiuddin, President.  

John A. Montez, Esq., at Montez & Williams, P.C., serves as the
Debtor's bankruptcy counsel.

At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $500,000.


MOTORS LIQUIDATION: Insurers Liable to Pre-1972 Asbestos Claims
---------------------------------------------------------------
Judge Paul R. Wallace of the Superior Court of Delaware held that
the insurance policies for which OneBeacon Insurance Company and
Continental Casualty Company are (or may be) responsible were not
excluded from the asset transfer between General Motors and Motors
Liquidation Trust DIP Lenders Trust during General Motors'
bankruptcy.

Judge Wallace determined that those policies can be triggered.  He
further determined that the Suit Limitations Clause of the lower
level policies does not bar Motors Liquidation Trust's suit under
the OneBeacon and Continental policies.  He opined that all of the
remaining pre-1972 asbestos claims for which Motors Liquidation
Trust seeks coverage, under the circumstances here, are one
"occurrence" and that allocation must be done on a pro rata basis.

General Motors and Royal Insurance Company had a longstanding
insurance relationship, beginning in approximately 1921 and
continuing through September 1, 1993.2 On August 18, 1954, Royal
Insurance issued RTP 060000 to General Motors.

OneBeacon Insurance Company issued to General Motors three excess
policies insurance policies, between November 1, 1969, and March
21, 1972. The OneBeacon Policies followed form to Royal Catastrophe
Excess Policy RLA 35. RLA 35, in turn, followed form to RTP
060000.

Continental Casualty Company purportedly issued two excess
insurance policies from 1969 to 1971 to General Motors. These two
policies covered to General Motors from March 21, 1969, to March
21, 1970 and from March 21, 1970, to March 21, 1971. The policies
had $1 million limits in excess of $50 million. Like OneBeacon's,
Motors contends Continental's policies follow form to RLA 35,
albeit through Home Insurance Company's Policy #HEC 97915 82.

Continental, if it must, joins all of OneBeacon's summary judgment
motions except OneBeacon's motion for summary judgment regarding
transfer. The Court puts it that way because Continental has
posited that Motors has not provided sufficient evidence to show
Continental's policies follow form to the underlying Royal policies
and therefore has failed to establish it has any liability here.

Here, Motors Liquidation Trust DIP Lenders Trust sued several
excess carriers, seeking coverage for underlying asbestos claims
brought against General Motors. Accordingly, the Parties' filed
various summary judgement motions on OneBeacon and Continental's
liability, and the proper framework under which to evaluate and
allocate Motors Liquidation Trust's claims.

A. Transfer of Rights

OneBeacon filed a motion for summary judgment alleging that Motors
Liquidation Company did not transfer its rights under the OneBeacon
insurance policies to Motors Liquidation Company DIP Lenders Trust.
OneBeacon argued that its insurance policies were excluded from the
asset transfer between General Motors and Motors Liquidation Trust
during General Motors' bankruptcy.

Motors Liquidation Trust contended that it was "assigned the rights
to prosecute, and receive the benefit of, whatever rights [MLC] had
against OneBeacon" as of December 15, 2011. Motors Liquidation
Trust said that the policies were properly transferred from General
Motors, and that OneBeacon still retains adopted responsibility
under those policies.

On June 1, 2009, General Motors filed for Chapter 11 bankruptcy,
and as a part of its Chapter 11, General Motors sold its assets to
New General Motors, which was renamed Motors Liquidation Company.
All pre-1986 insurance policies were not included in this initial
transfer to Motors Liquidation Company and remained held by General
Motors.
On March 29, 2011, the bankruptcy court approved Motors Liquidation
Company's amended Chapter 11 Plan, which required that Motors
Liquidation Company's rights under any pre-1986 insurance policies
also be transferred to Motors Liquidation Trust, but OneBeacon was
not excluded from this transfer.
On December 15, 2011, Motors Liquidation Company formed Motors
Liquidation Trust to avoid abandonment of assets held by Motors
Liquidation Company and to hold and administer the assets in a
manner to benefit the DIP Lenders via the Trust Agreement. After
Motors Liquidation Company created Motors Liquidation Trust, it
executed the separate Assignment Agreement to transfer and assign
assets to Motors Liquidation Trust.
OneBeacon was not initially on Exhibit A of the initial Trust
Agreement as Motors Liquidation Company was precluded from suing
OneBeacon pursuant to a Standstill Agreement. When that Standstill
Agreement expired on January 17, 2012, Motors added OneBeacon to
the Complaint. Upon realizing the unintentional omission, the Trust
Administrator amended the Trust Agreement so as to include the
OneBeacon policies.

The Court concluded that the amendment by the Trust Administrator
only served to cure any ambiguity, omission, or inconsistency in
the Trust Agreement. As such, the clear, unambiguous language of
the Assignment Agreement transfers all "Pre-1986 Insurance
Policies" from Motors Liquidation Company to Motors Liquidation
Trust. No doubt, OneBeacon's is a pre-1986 insurance policy.
Accordingly, the Court ascertained that the rights under the
OneBeacon policies were property assigned to Motors Liquidation
Trust. Thus, Motors Liquidation Company assumed all rights to
prosecute and receive the benefits of the OneBeacon insurance
policies.

As such, the Court granted Motors Liquidation Company DIP Lender's
Trust's Cross-Motion for Summary Judgment on Transfer of Rights,
and denied OneBeacon's Motion for Summary Judgment on Transfer of
Rights

B. Trigerring OneBeacon and Continental's Policies

OneBeacon and Continental asserted that enforcement "as written"
requires the Court to find that after December 31, 1971
"occurrence-based" coverage under RTP 06000 was no longer
available, because Endorsement 15 converted it to
"occurrence-reported" coverage. They argue that because none of the
claims at issue in this case were reported prior to Endorsement 15
taking effect, none of the claims trigger RTP 06000.

Motors Liquidation Trust countered by asserting that the Michigan
Court of Appeals already decided this precise issue regarding
coverage under Endorsement 15. Motors Liquidation Trust claimed
that the Court did so in its decision regarding Royal's coverage.
Motors Liquidation Trust contended that these pre-1972 policies
were, in fact, triggered because they were occurrence-based. Motors
Liquidation Trust argued that OneBeacon and Continental attempted
to "improperly expand Judge Silverman's [2015] ruling" when they
say the reporting dates of the claims at issue preclude coverage.

The Court said that the arguments that OneBeacon and Continental
made in their present motions were identical to Royal's in the
prior Michigan action regarding the application of Endorsement 15.
The Michigan Court of Appeals found the underlying Royal policies
to be "occurrence-based."

The Court previously examined Endorsement 15 in the context of
post-1971 policies. But that prior decision resolving those
arguments did not discuss the effect on the pre-1972 policies --
the policies at issue here.

The Court found that Endorsement 15 does not preclude or obviate
the trigger of coverage under RTP 06000 for OneBeacon and
Continental. RTP 06000 was triggered by the claims at issue here.
Those claims, in turn, triggered Royal's coverage. And they now
trigger OneBeacon and Continental's.

Even if the Court were to find the Michigan decision non-binding,
the Court held that the rules of construction employed in Royal do
not change. The Court said that looking at the language of
Endorsement 15, the Court was in accord with the Michigan Court of
Appeals. The Court said that the plain language of Endorsement 15
"fails to delineate any change to prior policies that were in
effect." Endorsement 15 went into effect on December 31, 1971, and
altered no policy in effect prior to that time. OneBeacon and
Continental's "occurrence-based" policies were in effect prior to
December 31, 1971. And those policies were not converted to
"occurrence-reported" under Endorsement 15's plain language.

Accordingly, Motors Liquidation Company DIP Lender's Trust's
Cross-Motion for Summary Judgment on Trigger is granted. OneBeacon
and Continental's Motions for Summary Judgment on Trigger are
denied.

C. Suit Limitations

OneBeacon and Continental argued that the Suit Limitations Clause
incorporated into the Royal policies precludes Motors Liquidation
Trust from bringing this suit because it is time barred. Motors
Liquidation Trust contended that the suit is not time barred,
because the Suit Limitations Clause only applies to first-party
coverage, not the third-party liability insurance here.

The Court found that this suit is not precluded by RLA35's Suit
Limitations Clause, because RLA35 is a package policy that provided
General Motors with both first- and third-party liability
insurance. Because of its dual nature, certain parts of the policy
apply to first-party coverage; others apply to third-party
coverage.

The Court cited that Michigan law prohibits insurance policy
provisions that have unattainable conditions allowing the right to
file a suit to expire before it accrues. If a contract has a
provision that cannot be met, then it cannot stand. Here, having
the Suit Limitations Clause apply to third-party liability claims
could require something that is impossible for Motors Liquidation
Trust to do. Accordingly, OneBeacon and Continental's Motions for
Summary Judgment based upon the Suit Limitations Clause are
denied.

D. Number of Occurrences

The parties disagreed on the definition of "occurrence" as it
pertains to policy coverage. Motors Liquidation Trust alleged that
the Court's prior decisions make the "cause test" the law of the
case. There, Motors Liquidation Trust contended that the Court
found that when a company makes a product which causes an injury or
systemic injuries, there is only one occurrence. Essentially, all
80,000 outstanding asbestos claims funnel back to one occurrence:
when the injurious products were manufactured.

Conversely, OneBeacon argued that each claim is distinct. OneBeacon
said that claimants were exposed to at least a dozen different
types of asbestos-containing products, suffered exposure at
different locations, and were all exposed to asbestos on different
start and end dates. OneBeacon pointed out also that General Motors
and Royal treated each asbestos claim as a separate occurrence
during the parties' relationship. And so, OneBeacon said that
Motors Liquidation Trust must take on General Motors' prior
practice, General Motors' previous arguments thereon, and is
estopped from now arguing to the contrary.

The Court found that there is a clear distinction between the
parties' pre-1972 and post-1972 conduct. The Court does not agree
with OneBeacon that Motors Liquidation Trust is estopped from
arguing the pre-1972 claims are one "occurrence" and the Court
finds in these circumstances they are one "occurrence."

Therefore, Motors Liquidation Company DIP Lender's Trust's Renewed
Motion for Partial Summary Judgment on the Number of Occurrences is
granted. OneBeacon and Continental's Cross-Motions for Summary
Judgment on the Number of Occurrences are denied.

E. Determining Allocation

The Parties also disagreed on how to determine allocation. Motors
Liquidation Trust alleged that the RLA35 language, to which
OneBeacon follows, requires "all sums" allocation under Michigan
law. OneBeacon argued that the language calls for "pro rata," or
"time on the risk" allocation.

Michigan courts have, on different occasions, followed "all sums"
and "pro rata" allocation -- depending on the contract language
used. The overwhelming majority of cases, however, consider
Michigan a "pro rata" state. Michigan law requires an insurance
policy to be read as a whole, so that all of the policy's
provisions make sense. The policies here clearly state that
coverage will be provided for injuries that occur during the policy
period. Nothing more. As such, allocation must be done on a pro
rata basis.

MOTORS LIQUIDATION COMPANY DIP LENDERS TRUST, Plaintiff, v. ALLIANZ
INSURANCE COMPANY, et al., Defendants; C.A. No. N11C-12-022 PRW
CCLD  (Del. Super. Ct.).

A full-text copy of Judge Wallace's Opinion and Order dated June 8,
2017 is available at https://is.gd/kPB2f3 from Leagle.com.

                    About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, serves as the
Chief Executive Officer for Motors Liquidation Company.  GM is also
represented by Jenner & Block LLP and Honigman Miller Schwartz and
Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP is providing
legal advice to the GM Board of Directors.  GM's financial advisors
are Morgan Stanley, Evercore Partners and the Blackstone Group LLP.
Garden City Group is the claims and notice agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis &
Frankel LLP served as bankruptcy counsel to the Creditors
Committee.  Attorneys at Butzel Long served as counsel on supplier
contract matters.  FTI Consulting Inc. served as financial advisors
to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin &
Drysdale, Chartered, represented the Asbestos Committee.  Legal
Analysis Systems, Inc., served as asbestos valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On the
Dissolution Date, pursuant to the Plan and the Motors Liquidation
Company GUC Trust Agreement, dated March 30, 2011, between the
parties thereto, the trust administrator and trustee -- GUC Trust
Administrator -- of the Motors Liquidation Company GUC Trust,
assumed responsibility for the affairs of and certain claims
against MLC and its debtor subsidiaries that were not concluded
prior to the Dissolution Date.


NAKED BRAND: Has $3.18 Million Net Loss in April 30 Quarter
-----------------------------------------------------------
Naked Brand Group Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of US$3.18 million on US$455,160 of net sales for the three months
ended April 30, 2017, compared to a net loss of US$2.54 million on
US$447,627 of net sales for the same period in 2016.

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.

As of April 30, 2017, the Company had cash totaling US$3,994,925.
The Company believes it has cash resources to fund its operations
through the fourth quarter of fiscal 2018.

"As of April 30, 2017, the Company had not yet achieved profitable
operations, had incurred a net loss of $3,188,052 for the three
months ended April 30, 2017 and had an accumulated deficit of
$60,367,635 and expects to incur significant further losses in the
development of its business, which casts substantial doubt about
the Company's ability to continue as a going concern.  To remain a
going concern, the Company will be required to obtain the necessary
financing to pursue its plan of operation.  Management plans to
obtain the necessary financing through the issuance of equity
and/or debt.  Should the Company not be able to obtain this
financing, it may need to substantially scale back operations or
cease business.  In addition, the terms of the Merger Agreement
with Bendon may restrict us from pursuing any of these alternatives
without first obtaining consents, which we may not be able to
obtain on acceptable terms, or at all.  The consolidated financial
statements do not include any adjustments that might result from
the outcome of this uncertainty."

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

                     https://is.gd/2pHa51

                      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.


NEW MEDIA: Moody's Affirms B2 CFR & Rates New 1st Lien Loans B2
---------------------------------------------------------------
Moody's Investors Service affirmed New Media Holdings II LLC's (New
Media) B2 Corporate Family Rating (CFR) and B3-PD Probability of
Default Rating (PDR) following the company's announcement of a
proposed amendment and extension of its first lien credit
facilities. Moody's assigned B2 ratings to New Media's amended and
extended $40 million revolver maturing in June 2022, and to its
extended $374 million term loan maturing in June 2023 that includes
a $30 million upsize. Moody's also affirmed the B2 ratings on New
Media's currently outstanding revolver maturing in 2019 and term
loan maturing in 2020 and expects to withdraw these instrument
ratings upon transaction close. The proposed terms of the amended
and extended credit facilities are similar to those of the existing
debt. The rating outlook is stable.

The transaction is modestly credit negative because it will
increase debt and cash interest expense without a specifically
identified use of proceeds and re-set the accordion to an
additional $100 million subject to leverage thresholds. Moody's
expects New Media will use its sizable and increased cash balance
to pursue acquisitions while weak secular trends continue to weigh
on the company's financial performance, as well as to fund
shareholder distributions. Moody's is affirming New Media's B2 CFR
because the increase in debt is modest and the 2.9x debt-to-EBITDA
leverage (incorporating Moody's standard adjustments) is within
expectations for the rating given the company's operating profile.

Moody's took the following rating actions on New Media Holdings II
LLC:

Ratings affirmed:

Corporate Family Rating, at B2

Probability of Default Rating, at B3-PD

Speculative Grade Liquidity Rating, at SGL-2

First lien revolving credit facility due June 2019, at B2 (LGD3),
to be withdrawn

First lien term loan B due June 2020, at B2 (LGD3), to be
withdrawn

Ratings assigned:

First lien revolving credit facility due June 2022, assigned B2
(LGD3)

First lien senior secured term loan due June 2023, assigned B2
(LGD3)

Outlook is Stable

RATINGS RATIONALE

New Media's B2 CFR reflects the negative secular pressure impacting
its community newspaper print business and the aggressive
acquisition strategy that the company has engaged in since the
predecessor company exited from bankruptcy at the end of 2013. The
company's print advertising revenue has been in decline since
emergence from bankruptcy on an organic basis and is expected to
remain under pressure going forward which will necessitate a
continued focus on cost reductions. However, consecutive
same-property trends reflect a slowing pace of decline, as the
company works towards its announced goal of stabilization in
organic revenue while growing digital marketing, and events
businesses to offset declining, advertising-based print operations.
While New Media has benefited from strong growth at its smaller
digital marketing and events businesses, it may be insufficient to
offset declines in ad revenue. As a result, Moody's anticipates
organic revenue declines over at least the next 2-3 years.

New Media's financial policy continues to favor shareholders over
debt-holders, as highlighted in the $100 million share repurchase
authorization announced in May and frequent acquisitions. Moody's
anticipates that New Media will maintain debt-to-EBITDA in a 3x
range over the next year.

Moody's expects the company to have good liquidity for the next
12-15 months as reflected in the SGL-2 rating due to roughly $50
million of cash held at the borrower and its subsidiaries (with
additional $86 million held at New Media Investment Group Inc),
good free cash flow of approximately $30 - $40 million, and a $40
million revolving credit facility which is expected to be undrawn.
These cash sources provide good coverage of the approximate $3.8
million required annual term loan amortization. The EBITDA to
interest coverage ratio is anticipated to be approximately 4x
pro-forma for the increased debt. Moody's expects that the company
will pay out approximately $70 million in dividends and will use
its cash and cash flow for acquisitions and other shareholder
distributions. These actions are likely to weaken liquidity. The
revolver and term loan are subject to a maximum total leverage
ratio of 3.25x, and Moody's anticipates New Media will maintain a
sufficient cushion.

The B2 rating on the first lien credit facilities is in line with
the CFR as these facilities comprise the vast majority of the
funded debt. The facilities have a first priority perfected lien
on, and security interest in, substantially all of the assets of
the borrower and its existing and future wholly owned domestic
subsidiaries, and 100% of the equity interest of all existing and
future wholly owned domestic subsidiaries of the borrower. The B2
security ratings are one notch below the indicated ratings of B1
from Moody's Loss Given Default framework, reflecting the potential
that unsecured non-debt liabilities may not provide much loss
absorption cushion for secured creditors in default given pressure
on recoveries for publishing industry assets.

The stable rating outlook reflects Moody's expectation for modest
organic revenue declines, but overall growth from an aggressive
acquisition strategy. Moody's also anticipates that the company
will benefit from cost savings from synergies with acquired
companies and that results will remain cyclical given New Media's
dependence on ad spending.

The rating could be revised upwards if debt-to-EBITDA leverage as
calculated by Moody's were sustained below 2.5x times. Moody's
would also need to gain confidence that the company's financial
policies would support maintaining leverage below this level on a
sustained basis. Stable organic revenue performance would also be
necessary for an upgrade as would good liquidity.

The rating could face negative pressure if organic revenue declines
or debt funded acquisitions lead debt-to-EBITDA leverage to
increase above 3.5x. A deterioration in free cash flow or liquidity
could also lead to negative rating action.

The principal methodology used in these ratings was the Media
Industry published in June 2017.

New Media Holdings II LLC is one of the largest community newspaper
publishers in the US with additional operations in digital
marketing services. The predecessor company, GateHouse Media, LLC
emerged from bankruptcy protection in November 2013. The holding
company, New Media Investment Group Inc. is publicly traded on the
New York Stock exchange and is managed by FIG LLC (Fortress).
Fortress and its affiliates own 1.3% of the outstanding common
equity and 39.5% of the outstanding warrants as of 3/26/17.


OASIS MOVING: Taps Timothy P. Thomas as Legal Counsel
-----------------------------------------------------
Oasis Moving & Storage Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Nevada to hire legal counsel.

The Debtor proposes to hire the Law Office of Timothy P. Thomas,
LLC to give legal advice regarding its duties under the Bankruptcy
Code, and provide other legal services related to its Chapter 11
cases.

The firm will be paid on an hourly basis and will be reimbursed for
work-related expenses.  Prior to its bankruptcy filing, the Debtor
paid the firm a retainer in the amount of $10,000.

Neither the firm nor its attorneys have any direct connection with
the Debtor or its creditors, according to court filings.

The firm can be reached through:

     Timothy P. Thomas, Esq.
     Law Office of Timothy P. Thomas, LLC
     1771 E. Flamingo Rd., Suite B-212
     Las Vegas, NV 89119
     Phone: (702) 227-0011
     Fax: (702) 227-0334
     Email: tthomas@tthomaslaw.com

                About Oasis Moving & Storage Inc.

Oasis Moving & Storage Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Nev. Case No. 17-11224) on March 15,
2017.  Erez Bitton, president, signed the petition.  

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

Judge Mike K. Nakagawa presides over the case.


ORANGE PEEL: Hearing on Plan Outline Set for July 12
----------------------------------------------------
The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida has scheduled for July 12, 2017, at
2:00 p.m. the hearing to consider the approval of Orange Peel
Enterprises, Inc.'s disclosure statement referring to the Debtor's
plan of reorganization.

Objections to the Disclosure Statement must be filed by July 5,
2017.

                   About Orange Peel Enterprises

Orange Peel Enterprises, Inc., dba GREENS+, based in Vero Beach,
Florida, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla.
Case No. 16-21023) on Aug. 9, 2016.  The petition was signed by
Jude A. Deauville, CEO.  The Hon. Erik P. Kimball presides over the
case.  Bradley S. Shraiberg, Esq., at Shraiberg Ferrara Landau &
Page PA, serves as bankruptcy counsel.  In its petition, the Debtor
estimated $1 million to $10 million in assets and $100 million to
$500 million in liabilities.

The Debtor was in the business of formulation, manufacture, and
wholesale distribution of health food products and supplements
under the Greens+(R) brand and brand extensions.

The U.S. Trustee has been unable to appoint an official unsecured
creditors committee in the Debtor's case.

                             *     *     *

On Feb. 22, 2017, the Bankruptcy Court approved the sale of
substantially all of the Debtor's property to Greens Plus, LLC.
The sale closed on Feb. 28, 2017, and netted a total of $684,089.05
for the Debtor's estate.


ORIGINAL SOUPMAN: Has $2 Million DIP Term Loan
----------------------------------------------
The Original Soupman, Inc., et al., seek permission from the U.S.
Bankruptcy Court for the District of Delaware to obtain from
Soupman Lending LLC first priority and priming postpetition
financing and to use cash collateral.

Soupman Lending LLC is an entity formed by a private investment
firm that the Debtor did not identify.

The first priority and priming postpetition financing is in the
form of a $2 million term loan by and between the Debtors and the
DIP Lender, of which $1 million will be available on an interim
basis.  A final funding of the remainder of the DIP Loan is up to
$2 million.

The Debtors want to grant the DIP Lender security interests and
liens in the collateral to secure all obligations of the Debtors
under the DIP Loan and allow a superpriority administrative expense
status of the obligations.

The Debtors are liable to Hillair Capital Investments, L.P, the
prepetition lender, under the 8% Secured Notes due April 1, 2018,
and the 8% Secured Notes due Feb. 22, 2017.  The Debtors are in
default of 2017 Notes and have entered into forbearance agreement
with the Prepetition Secured Lenders on account of default.  The
Prepetition Obligations are secured in all of the assets of the
Debtors.

As of the Petition Date, the amount of principal and interest
outstanding under the 2018 Notes is $3,547,118 and the amount of
principal and interest outstanding under the 2017 Notes is
$121,472.

The Debtors have an immediate need for postpetition financing in
order to administer the Chapter 11 Cases, operate their business
post-petition, preserve and maximize the value of the Debtors'
assets for the value of creditors, and potentially consummate a
sale of substantially all of its assets.  Due to the fact that
virtually all of the Debtors' cash constitutes cash collateral, and
substantially all of its non-cash assets are subject to the
Prepetition Liens and security interests of the Prepetition
Lenders, the Debtors are currently without sufficient unencumbered
funds with which to pay ongoing operating expenses necessary to
administer the Chapter 11 cases.  The Debtors' immediate access to
the proposed DIP Loan is necessary in order to administer the
Chapter 11 cases, operate the Debtors' business, preserve and
maximize the value of the Debtors' assets and estates for the value
of creditors, potentially consummate a sale of substantially all of
the Debtors' assets, and avoid immediate and irreparable harm to
the Debtors' estates and creditors.

The maturity date of the DIP Facility will be (and all loans and
obligations under the DIP Facility will be repaid in full in cash
on) the earliest of: (i) stated maturity, which will be first
business day on or after 90 days after the Petition Date, (ii) the
effective date of any Chapter 11 plan of the borrowers that is
reasonably acceptable to the DIP Lender, (iii) the date that is
30 days after the interim court order entry date if the final court
order will not have been entered by that date, (iv) entry of an
order converting any of the Chapter 11 cases to a case under
Chapter 7 of the Bankruptcy Code or dismissing any of the Chapter
11 cases; (v) the closing of a sale of substantially all of the
Debtors' assets and (vi) the acceleration of the loans or
termination of the commitments under the DIP Facility, including,
without limitation, as a result of the occurrence of an event of
default.

Any confirmation or sale order entered in the Chapter 11 cases will
be reasonably acceptable to the DIP Lender and will not discharge
or otherwise affect in any way any of the joint and several
obligations of the Borrowers to the DIP Lender under the DIP
Facility and DIP Credit Agreement, other than after the
indefeasible payment in full in cash of obligations unless the DIP
Lender affirmatively agrees to different treatment.

The DIP Loans will bear interest on the unpaid principal amount
thereof plus all obligations owing to, and rights of, the DIP
Lender pursuant to the DIP Credit Agreement, including without
limitation, all interest, fees, and costs accruing thereon from the
date of the entry of the interim court order to and including the
Maturity Date, at an annual interest rate of 15% to be paid monthly
on the first business day of each month.

Upon entry of the interim court order, the Debtors will be
obligated to pay from the proceeds of the DIP Loan: (a) Commitment
Fee of 2% of the full DIP Facility amount, earned and payable in
cash at time of commitment; (b) Funding Fee of 2% of the DIP
Facility amount, earned and payable in cash as drawn; and (c) Exit
Fee of 5% of the DIP Facility amount, earned and payable in cash
upon the Maturity Date or upon the Prepayment of the DIP Loan.

The Debtors will pay or reimburse the DIP Lender for all of its
reasonable costs and expenses incurred in connection with the
collection or enforcement of or preservation of any rights under
the DIP Credit Agreement, including, without limitation, the fees
and disbursements of counsel for the DIP Agent, including
attorneys' fees out of court, in trial, on appeal, in bankruptcy
proceedings, or otherwise.

In addition to any adequate protection afforded to the DIP Lender,
the Debtors will pay a non-refundable work fee of $100,000 to DIP
Lender's attorney upon entry of the interim court order.

The DIP Loans may be prepaid in whole or in part at any time
subject to the Exit Fee of 5%.  To the extent the Debtors sell all
or substantially all of their assets prior to the Maturity Date,
the DIP Lender will be entitled a payment equal (i) to the amount
of accrued interest under the DIP Loan that would have accrued over
the full 90-day period less any actual interest payments received
or (ii) any break-up fee or expense reimbursement awarded to the
DIP Lender should the lender serve as a stalking horse bidder in a
sale process.  The DIP Lender may apply any prepayments and any
payments made thereunder in any order of priority determined by the
DIP Lender in its exclusive judgment.

Hillair Capital Management LLC and the secured parties named in the
Securities Purchase Agreement dated as of July 26, 2016, by and
between Soupman Inc., and each purchaser named therein pursuant to
which the Debtor issued the 8% Senior Secured Original Issue
Discount Convertible Debentures due 2018 will be granted, as
adequate protection to as protection for interests in the
prepetition collateral: (a) adequate protection liens, which will
be junior only to the DIP Liens and the Carve Out; (b)
superpriority claims.  As additional adequate protection, the
Debtors will pay in cash, the reasonable and documented
professional fees, expenses and disbursements of the Agent in an
amount no greater than $30,000 upon the Maturity Date.

The Debtors must fulfill these Chapter 11 milestones:

     (i) within 10 days of the Petition Date, file a motion to
         sell substantially all of the Debtors' assets, which Sale

         Motion will be in form and substance acceptable to the
         DIP Lender;

    (ii) within 10 days of the Petition Date, file a motion in
         form an substance acceptable to the DIP Lender, to
         approve bidding procedures for the sale;

   (iii) no later than 31 days after the Petition Date, obtain an
         order of the Court in form and substance acceptable to
         the DIP Lender, approving the Bid Procedures;

    (iv) no later than 21 days after the Petition Date, deliver
         schedules to the DIP Lender;

     (v) no later 30 days after the Petition Date, file schedules
         of assets and liabilities and statements of financial
         affairs for the Debtors;

    (vi) no later than 30 days after the Petition Date, obtain
         entry of the final court order in form and substance
         acceptable to the DIP Lender;

   (vii) no later than 80 days after the Petition Date, commence
         and conclude an auction pursuant to the Bid Procedures;

  (viii) no later than 90 days of the Petition Date, obtain entry
         of an order of the Court in form and substance acceptable

         to the DIP Lender, approving the sale; and

    (ix) no later than 90 days after the Petition Date, close the
         sale of pursuant to the Bid Procedures and (a)
         indefeasibly and finally pay the DIP Obligations and all
         other obligations to the DIP Lender in full in cash at
         the closing of the sale or (b) convey the DIP Collateral
         pursuant to credit bid, in the event the DIP Lender elect

         to credit bid.

These, among others, will constitute an event of default under the
DIP Credit Agreement:

     a. the Debtors' failure to comply with any of the Chapter 11
        Milestones;

     b. the Debtors' failure to pay any Obligations to the DIP
        Lender as and when due, including, but not limited to, any

        adequate protection obligations;

     c. the Debtors' failure to file a plan of reorganization and
        accompanying disclosure statement reasonably acceptable to

        the DIP Lender by Sept. 15, 2017;

     d. the Debtors' failure to perform, or otherwise breach, any
        covenant or agreement of the Borrowers contained in the
        DIP Credit Agreement, which failure or breach will
        continue for 10 days after the date upon which the Debtors

        have received a written notice of the failure or breach
        from the Lender; and

     e. any representation or warranty made by the Debtors in the
        DIP Credit Agreement or by the Debtors in any agreement,
        certificate, instrument or financial statement or other
        statement delivered to the DIP Agent pursuant to or in
        connection with the DIP Credit Agreement will prove to
        have been incorrect in any material respect when made or
        deemed made.

A copy of the DIP Financing Motion is available at:

            http://bankrupt.com/misc/deb17-11313-18.pdf

                    About the Original Soupman

The Original Soupman, Inc. -- http://originalsoupman.com/--
manufactures and sells soups under the brand name "Original
Soupman".  Soupman at present sells soups in 17-ounce Tetra Recart
packaging to grocery chains and club stores throughout the United
States, through on-line retailers, and in frozen 4 pound bulk
packaging to its franchise restaurants and to the New York City
School System.

The parent entity, Soupman, Inc., is a publically traded Delaware
corporation on the OTCQB.  Kiosk Concepts, Inc., an 80% owned
subsidiary of The Original Soupman, was created to license the
intellectual property to franchisees.

In 2004, Soupman signed a license agreement with Yegan Food Inc.,
which operated a soup restaurant in West 55th Street in New York,
run by Ali "Al" Yeganeh.  This restaurant became a worldwide
destination for soups, being rated #1 by Zagat and praised by the
New York Times as "Art, not Soup."  The fame of the business and
its soup rose to even greater heights after a 1995 "Seinfeld"
episode in which the irascible Soup Nazi berates customers who
stand in long lines for his legendary soup, often yelling "No soup
for you!"

The Original Soupman, Inc., Soupman, Inc., and Kiosk Concepts,
Inc., sought Chapter 11 protection (Bankr. D. Del. Case Nos.
17-11313 to 17-11315) on June 13, 2017.  The cases are jointly
administered for procedural purposes under Case No. 17-11313.

The Debtors tapped Polsinelli PC as counsel; Wyse Advisors, LLC as
restructuring advisors; and Epiq Bankruptcy Solutions, Inc., as
notice and claims agent.  Wyse Advisors managing partner Mike Wyse
is currently interim CFO of the Debtors.


PARADISE MEDSPA: Dr. Rebecca Weiss to Contribute $30K Under Plan
----------------------------------------------------------------
Paradise Medspa, PLLC, and its debtor-affiliates filed with the
U.S. Bankruptcy Court for the District of Arizona a joint
disclosure statement dated June 7, 2017, referring to the Debtors'
Chapter 11 plan of reorganization.

Holders of Class 14 General Unsecured Claims will be paid pro rata
prior to month 60 of the Plan, with payments to be made starting on
the first anniversary of the Effective Date and being made each
anniversary thereafter through the fourth anniversary of the
Effective Date.  The Class 14 Claims will not include any interest
charges, fees, or other costs incurred or assessed after the
Petition Date through and including the Effective Date and
thereafter.  Class 14 Claimants will share pro rata with Class 12
and 13 Claimants, if any.  Class 14 is impaired.

Class 15 consists of Dr. Rebecca Weiss' equity interest in the
Debtors.  Dr. Weiss will make new capital contributions to the
Reorganized Debtors of $30,000, which she is borrowing from a third
party, on or before the Effective Date to assist the Debtors in
paying obligations to secured creditors and to assist the Debtors
in making payments required under the Plan.  Dr. Weiss will retain
her equity interest in the Debtors.  Class 15 is unimpaired.

A bank account will be established for the deposit of all funds to
be received as a result of payments from the Debtors in an amount
necessary to satisfy the terms of the Plan.  The Plan Account will
be a combined money market checking/savings account which will
accrue some interest on the deposited funds without significant
risk, and will be in an FDIC insured institution listed as a
qualified financial depository for Debtors-in-possession funds by
the Office of the U.S. Trustee.

The Plan will be funded by the Debtors' post-petition earnings and
a new value contribution of $30,000 being provided by the Debtors'
member.  The $30,000 new value contribution will be made on or
before the Effective Date.  The Debtors will act as the Disbursing
Agent under the Plan.

A copy of the Disclosure Statement is available at:

           http://bankrupt.com/misc/azb16-13065-90.pdf

                   About Paradise Medspa, PLLC

Paradise Medspa PLLC and Paradise Medspa & Wellness PLLC filed
Chapter 11 petitions (Bankr. D. Ariz. Case No. 16-13065) on Nov.
15, 2016.  The petitions were signed by Rebecca Weiss Glasow,
member.  The Debtors are represented by Randy Nussbaum, Esq., at
Nussbaum Gillis & Dinner, P.C.  The cases are assigned to Judge
Madeleine C. Wanslee.  Paradise Medspa PLLC estimated assets at
$50,000 to $100,000 and liabilities at $1 million to $10 million.
Paradise Medspa & Wellness PLLC estimated both assets and
liabilities at $0 to $50,000.


PARAGON SHIPPING: Three Proposal Approved at Annual Meeting
-----------------------------------------------------------
Paragon Shipping Inc. reconvened its 2017 annual meeting of
shareholders in Voula, Greece, on June 15, 2017, pursuant to a
Notice of Annual Meeting of Shareholders dated April 19, 2017,
which Annual Meeting was called to order on May 31, 2017, and
adjourned in order to permit additional time to solicit stockholder
votes.

At the Annual Meeting, the following proposals, which are set forth
in more detail in the Notice of Annual Meeting of Shareholders and
the Company's Proxy Statement sent to shareholders on or around
April 21, 2017, were approved and adopted:

   1. To elect two Class A Directors and one Class B Director of
      the Company to serve until the 2020 Annual Meeting of
      Shareholders;

   2. To consider and vote upon a proposal to ratify the
      appointment of Ernst & Young (Hellas) Certified Auditors-
      Accountants S.A., as the Company's independent registered
      public accounting firm for the fiscal year ending Dec. 31,
      2017; and

   3. To grant discretionary authority to the Company's board of
      directors to (A) amend the Amended and Restated Articles of
      Incorporation of the Company to effect one or more
      consolidations of the issued and outstanding shares of
      common stock, pursuant to which the shares of common stock
      would be combined and reclassified into one share of common
      stock ratios within the range from 1-for-2 up to 1-for-1,000

      and (B) determine whether to arrange for the disposition of
      fractional interests by shareholder entitled thereto, to pay

      in cash the fair value of fractions of a share of common
      stock as of the time when those entitled to receive such
      fractions are determined, or to entitle shareholder to
      receive from the Company's transfer agent, in lieu of any
      fractional share, the number of shares of common stock
      rounded up to the next whole number, provided that, (X) that
      the Company will not effect Reverse Stock Splits that, in
      the aggregate, exceeds 1-for-1,000, and (Y) any Reverse
      Stock Split is completed no later than the first anniversary
      of the date of the Annual Meeting.

                    About Paragon Shipping Inc.

Paragon Shipping -- http://www.paragonship.com/-- is an
international shipping company incorporated under the laws of the
Republic of the Marshall Islands with executive offices in Athens,
Greece, specializing in the transportation of drybulk cargoes.
Paragon Shipping's current newbuilding program consists of three
Kamsarmax drybulk carriers that are scheduled to be delivered in
the third and fourth quarters of 2016.  The Company's common shares
trade on the OTC Markets' OTCQB Venture Market under the symbol
"PRGNF", and FINRA has designated its Senior Unsecured Notes as
corporate bonds that are TRACE eligible under the symbol
"PRGN4153414".

Paragon Shipping reported net income of $23.79 million on $1.98
million of net revenue for the year ended Dec. 31, 2016, compared
to a net loss of $268.7 million on $33.71 million of net revenue
for the year ended in 2015.  

The Company's balance sheet at Dec. 31, 2016, showed total assets
of $715,900, total liabilities of $19.30 million, and a
stockholders' deficit of $18.58 million.

Ernst & Young (Hellas) Certified Auditors-Accountants S.A. in
Athens, Greece, notes that the Company disclosed that as of
Dec. 31, 2016 it was not current with certain payments due in
respect with the unsecured senior notes and it is probable that
will be unable to meet scheduled interest payments.  These
conditions raise substantial doubt about its ability to continue as
a going concern.


PAYLESS HOLDINGS: Plan Confirmation Hearing Set for July 24
-----------------------------------------------------------
The Hon. Kathy A Surratt-States of the U.S. Bankruptcy Court for
the Eastern District of Missouri will hold a hearing on July 24,
2017, at 10:00 a.m. (prevailing Central Time), 111 S. 10th Street,
7th Floor - North Courtroom, St. Louis, Missouri, to consider
confirmation of the third amended joint Chapter 11 plan of
reorganization of Payless Holdings LLC and its debtor-affiliates.
Objections to the confirmation of the Debtors' amended Chapter 11
plan must be filed no later than 4:00 p.m. (prevailing Central
Time) on July 17, 2017.

On June 15, 2017, the Court approved the Debtors' disclosure
statement for their amended Chapter 11 plan.

The deadline to vote to accept or reject the Debtors' amended
Chapter 11 plan is July 17, 2017, at 4:00 p.m. (prevailing Central
Time).

The Debtors say they will file on July 10, 2017, plan supplement
documents, which include, among other things: forms of the
shareholders agreement, the new first lien credit agreement, the
new ABL credit agreement, the schedule of assumed executory
contracts and unexpired leases, the schedule of rejected executory
contracts and unexpired leases, a list of retained causes of
action, new organizational documents, and the documents and
agreements necessary to implement the cash incentive program.

                      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.


PERFORMANT FINANCIAL: S&P Lowers CCR to 'CCC'; Outlook Developing
-----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
Livermore, Calif.-based Performant Financial Corp. to 'CCC' from
'B-'.  The outlook is developing.

At the same time, S&P lowered the issue ratings on Performant's
secured debt to 'B-' from 'B+'.  The recovery rating on the secured
debt remains '1', which indicates S&P's expectation for average
very high recovery (90%-100%; rounded estimate: 95%) in the event
of a payment default.

"The downgrade reflects heightened uncertainty around the company's
ability to refinance its upcoming $43 million bullet maturity in
June 2018 following the termination of the company's contract with
Great Lakes," said S&P Global Ratings credit analyst William
Savage.

The developing outlook on the company reflects uncertainty in
regard to receipt of the DoE contract.  S&P believes that the
company will be unable to refinance the remaining balance on its
term loan without a significant improvement in the business to
offset the termination of the Great Lakes contract, which would
most likely be driven by the awarding of the DoE contract.  Without
an amendment, S&P believes that Performant could default on its
term loan due June 2018.

S&P could lower the rating if it believes a default or distressed
exchange appears inevitable within six months, which would mostly
likely be caused by the sustained loss of the DoE contract with no
proportionate offset from cost reductions and other business
revenue.

S&P could raise the rating, potentially by more than one notch, if
the company is able to successfully extend its maturity profile
beyond 2018, which would most likely result from the renewal of the
DoE contract.


PETROQUEST ENERGY: Falls Short of NYSE Market Capitalization Rule
-----------------------------------------------------------------
PetroQuest Energy, Inc., announced that it received notice from
NYSE Regulation that it is not in compliance with the continued
listing standards set forth in Section 802.01B of the Listed
Company Manual of the New York Stock Exchange, Inc. because the
Company's average global market capitalization fell below $50
million over a trailing consecutive 30 trading-day period and its
last reported stockholders' equity was less than $50 million.  As
required by the NYSE, the Company will notify the NYSE within ten
business days of its intent to cure the deficiency and return to
compliance with the NYSE continued listing requirements.

In accordance with NYSE procedures, the Company has 45 days from
the receipt of the notice to submit a business plan to the NYSE
demonstrating how it intends to regain compliance with the
continued listing standards set forth in Section 802.01B of the
Listed Company Manual.  The Company intends to develop and submit
such a business plan within the required time frame and will
continue to work with the NYSE to attempt to comply with all
continued listing standards.  Assuming that the NYSE accepts the
plan, the Company will be subject to quarterly monitoring for
compliance with the business plan and the Company's common stock
will continue to trade on the NYSE, subject to the Company's
compliance with other NYSE continued listing requirements.

If the Company's common stock ultimately were to be delisted for
any reason, it could negatively impact the Company by (i) reducing
the liquidity and market price of the Company's common stock; (ii)
reducing the number of investors willing to hold or acquire the
Company's common stock, which could negatively impact the Company's
ability to raise equity financing; (iii) limiting the Company's
ability to use a registration statement to offer and sell freely
tradable securities, thereby preventing the Company from accessing
the public capital markets; and (iv) impairing the Company's
ability to provide equity incentives to its employees.

                       About PetroQuest

PetroQuest Energy, Inc., is an independent energy company engaged
in the exploration, development, acquisition and production of oil
and natural gas reserves in East Texas, Oklahoma, South Louisiana
and the shallow waters of the Gulf of Mexico.  PetroQuest's common
stock trades on the New York Stock Exchange under the ticker PQ.

Petroquest reported a net loss available to common stockholders of
$96.24 million on $66.66 million of oil and gas revenues for the
year ended Dec. 31, 2016, compared to a net loss available to
common stockholders of $299.92 million on $115.96 million of oil
and gas revenues for the year ended Dec. 31, 2015.

As of March 31, 2017, Petroquest had $150.25 million in total
assets, $402.61 million in total liabilities and a total
stockholders' deficit of $252.36 million.

                          *     *     *

PetroQuest Energy carries a 'Caa3' corporate family rating from
Moody's Investors Service.

As reported by the TCR on Oct. 26, 2016, S&P Global Ratings raised
the corporate credit rating on Lafayette, La.-based E&P company
PetroQuest Energy Inc. to 'CCC' from 'SD'. The outlook is negative.
"The upgrade reflects our reassessment of the company's corporate
credit rating following the exchange of the majority of its
outstanding 10% senior unsecured notes due September 2017 at par,"
said S&P Global Ratings credit analyst Daniel Krauss.  The negative
outlook reflects the company's current debt leverage levels, which
S&P views to be unsustainable, as well as its less than adequate
liquidity position.


PORTABELLA'S INC: Taps Lawrence G. Frank as Counsel
---------------------------------------------------
Portabella's, Inc., d/b/a River House Bar And Grill, d/b/a
Portabella's Sports Bar and Grille, seeks permission from the US
Bankruptcy Court for the Middle District of Pennsylvania to employ
Lawrence G. Frank, Esq. as counsel.

The professional services to be rendered by Lawrence G. Frank,
Esq., are:

     -- counseling on actions to take during the Chapter 11
administration,

     -- preparing the schedules and statement of affairs,

     -- attending the first meeting of creditors and any other
necessary hearings on motions filed by the Debtor-in-Possession or
any creditors, and

     -- preparing and filing the disclosure statement and
bankruptcy-exit plan.

The proposed arrangement for compensation will be $330.00 per hour
for 2017, plus out-of-pocket costs.

Lawrence G. Frank, Esq. attests that he has no connection with
Portabella's Inc., its creditors or any party in interest, or their
respective attorneys, except that he counseled the Debtor in this
proceeding immediately prior to the bankruptcy filing.

The Firm can be reached through:

     Lawrence G. Frank, Esq.
     100 Aspen Drive
     Dillsburg, PA 17019
     Phone: (717) 234-7455
     Fax: (717) 432-9065
     Email: lawrencegfranc@gmail.com

                          About Portabella's, Inc
                 
Portabella's, Inc. owns a restaurant located at 2495 E. Harrisburg
Pike Middletown, PA 17057.  Based in Middletown, Pennsylvania,
Portabella's sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Pa. Case No. 17-02370) on June 6, 2017.  This is
the Debtor's second Chapter 11 filing.  Portabella's said it is a
small business debtor as defined in 11 U.S.C. Section 101(51D).
The petition was signed by Justin L. Nicholson, president.

Lawrence G. Frank, Esq. at Law Office of Lawrence G. Frank
represents the Debtor.  The case is assigned to Judge Henry W. Van
Eck.

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

The Company previously sought bankruptcy protection on Feb. 10,
2014 (Bankr. M.D. Pa. Case No. 14-00542).


PREMIER MARINE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Premier Marine Inc.
        PO Box 509
        22612 Fallbrook Avenue
        Wyoming, MN 55092

Business Description: Premier Marine designs, builds and markets
                      luxury pontoons and holds many patents on
                      manufacturing elements such as furniture
                      hinges, J-Clip rail fasteners and the PTX
                      performance package.  The family-owned and
                      operated Company sells its pontoons through
                      boat dealers located throughout the United
                      States and Canada.  Premier is headquartered
                      in Wyoming, Minn.

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

Chapter 11 Petition Date: June 19, 2017

Case No.: 17-32006

Court: United States Bankruptcy Court
       District of Minnesota (St Paul)

Judge: Hon. Katherine A. Constantine

Debtor's Counsel:       Michael F. McGrath, Esq.
                        RAVICH MEYER KIRKMAN MCGRATH NAUMAN
                        & TANSEY, P.A.
                        15 South Fifth Street, Suite 3450
                        Minneapolis, MN 55402-4201
                        Tel: 612-332-8511
                        E-mail: mfmcgrath@ravichmeyer.com


Debtor's
Financial
Consultant:             RICHARD GALLAGHER

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Lori J. Melbostad, president.

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

           http://bankrupt.com/misc/mnb17-32006.pdf

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Infinity Woven Products LLC        Goods & Services     $590,822
Dept 2408
Birmingham, AL
35246-2804
Tel: 954-345-5797

Dowco Plastics LLC                 Goods & Services     $475,191
1020 Industrial Street NE
Pine City, MN 55063
Tel: 320-629-4916

Lippert Components Inc.            Goods & Services     $462,483
3501 County Road 6 East
Elkhart, IN
46514-7663
Tel: 574-295-8166

Quality Metals Inc.                Goods & Services     $428,506
2575 Doswell Avenue
Saint Paul, MN 55108
Tel: 651-65-5875

Aerotek Commercial Staffing        Goods & Services     $364,270
PO Box 198531
Atlanta, GA
30384-8531
Tel: 888-817-5024

The Weitz Company LLC              Goods & Services     $308,624
5901 Thornton Avenue
Des Moines, IA 50321
Tel: 515-246-4700

Samuel Son & Co Midwest Inc.       Goods & Services     $200,618

MNStar Technologies                Goods & Services     $191,680

Crown Extrusions                   Goods & Services     $147,435

Yamaha Motor Corporation           Goods & Services     $110,780

Mytech Partners                    Goods & Services      $92,725

NMMA                               Goods & Services      $86,726

Winthrop & Weinstine PA             Legal Services       $86,605

Lightning Printing Inc.            Goods & Services      $79,367

RSM US LLP                         Goods & Services      $71,995

Westfield Insurance                Goods & Services      $60,594

Medica                             Goods & Services      $58,904

Echo Global Logistics              Goods & Services      $57,529

Marine Electrical Products         Goods & Services      $56,453

RAO Manufacturing Company          Goods & Services      $55,313


PRESSURE BIOSCIENCES: Amends Prospectus for 1.99M Shares Offering
-----------------------------------------------------------------
Pressure BioSciences, Inc., filed with the Securities and Exchange
Commission an amendment no. 2 to its Form S-1 registration
statement relating to the offering an aggregate of 1,993,223 shares
of its common stock, $0.01 par value per share, and warrants to
purchase 996,612 shares of our common stock at a public offering
price of $6.24 per share and $0.0625 per warrant.

The warrants have an exercise price of $7.80 per share and expire
five years from the date of issuance.  A warrant to purchase one
share of common stock will accompany every two shares of common
stock purchased.  The shares and warrants will trade separately.

The Company's common stock is presently quoted on the OTCQB under
the symbol "PBIO".  The Company applied to have is common stock and
warrants listed on The NASDAQ Capital Market under the symbols
"PBIO" and "PBIOW," respectively.  No assurance can be given that
its application will be approved.  On June 15, 2017, the last
reported sale price for the Company's common stock on the OTCQB was
$6.24 per share.  There is no established public trading market for
the warrants.  No assurance can be given that a trading market will
develop for the warrants.

A full-text copy of the Form S-1/A is available for free at:

                      https://is.gd/GbMpnE

                   About Pressure Biosciences

Pressure BioSciences, Inc., headquartered in South Easton,
Massachusetts, holds 14 United States and 10 foreign patents
covering multiple applications of pressure cycling technology in
the life sciences field.

Pressure Biosciences incurred a net loss of $2.7 million for the
year ended Dec. 31, 2016, compared to a net loss of $7.41 million
for the year ended Dec. 31, 2015.  As of March 31, 2017, Pressure
Biosciences had $1.83 million in total assets, $15.30 million in
total liabilities and a total stockholders' deficit of $13.46
million.

MaloneBailey LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has a working capital
deficit and has incurred recurring net losses and negative cash
flows from operations.  These conditions raise substantial doubt
about its ability to continue as a going concern.


PRETTY GIRL: Wants to Use $41K of JPM, NYC Cash Collateral
----------------------------------------------------------
Pretty Girl of Fordham Road Corp. seeks permission from the U.S.
Bankruptcy Court for the Southern District of New York to use cash
collateral of JPMorgan Chase Bank, NA, and the City of New York.

On Jan. 28, 2011, Pretty Girl and Chase entered into a commercial
loan agreement, pursuant to which Chase made available to Pretty
Girl a revolving loan with a credit limit of $3 million and a
variable interest rate of 2.490 percentage points over the LIBOR
rate.  The Loan is evidenced by a promissory note in the original
amount of $3 million.  Effective April 17, 2014, Chase converted $1
million of the revolving loan to a fixed line of credit.  As of the
Petition Date, a balance of approximately $300,000 was due under
the Loan Agreement.

The Debtor requires the use of Cash Collateral to carry out its
daily business operations; it has no alternative source of revenue
to draw upon.  The Debtor's ability to purchase inventory, pay rent
and administrative expenses, maintain business relationships with
vendors, suppliers, and customers, pay payroll and other direct
operating expenses, and otherwise finance operations is essential
to the Debtor's continued viability.  The Debtor has an immediate
need to use Cash Collateral to avoid irreparable harm.  If the
Debtor is unable to spend proceeds of Prepetition Collateral, the
Debtor will not be able to continue the operation of its business.

The Debtor seeks to use approximately $41,000 during the period
between the entry of the Interim Order and the entry of a final
court order, which the Debtor estimates will be approximately 14
days.

The Debtor is authorized to use the Cash Collateral through the
date that is 14 days after the date of entry of the interim court
order or until at a later time as to which Chase and the City
consent in writing or as the Court may permit, subject to the terms
and conditions set forth in the interim court order.

The Replacement Liens will serve as adequate protection pursuant to
Sections 361 and 363 of the Bankruptcy Code.  To the extent the
Replacement Liens and other relief granted to Chase and the City in
the interim court order do not provide Chase and the City with
adequate protection of their respective interests in the Cash
Collateral, Chase and the City will have a super-priority
administrative expense claim under Section 507(b) of the Bankruptcy
Code.

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

           http://bankrupt.com/misc/nysb17-11600-3.pdf

                        About Pretty Girl

Headquartered in New York, New York, Pretty Girl of Fordham Road
Corp., 72 Fashion Corp., and 1168 Liberty Corp. d/b/a Pretty Girl
operate retail stores under the name "Pretty Girl" that sells
fashionable junior, missy, and plus-size clothing, accessories, and
footwear to price-conscious women.

Affiliated debtors Pretty Girl (Bankr. S.D.N.Y. Case No. 17-11600),
72 Fashion (Bankr. S.D.N.Y. Case No. 17-11601), and 1168 Liberty
(Bankr. S.D.N.Y. Case No. 17-11602) filed Chapter 11 bankruptcy
petitions on June 9, 2017.  The petitions were signed by Albert
Nigri, president.

Pretty Girl estimated assets of at least $500,000 and liabilities
of up to $1 million.  72 Fashion disclosed assets at $143,932 and
its liabilities at $384,961.  1168 Liberty disclosed assets at
$62,465 and its liabilities at $271,117.

Judge Sean H. Lane oversees the cases.

Alice Pin-Lan Ko, Esq., at Rosen & Associates, P.C., serves as the
Debtors' bankruptcy counsel.

Platzer, Swergold, Levine, Goldberg, Katz & Jaslow, LLP, is counsel
for JPMorgan Chase Bank, NA.

Leopold, Gross & Sommers, P.C., is counsel for the City of New
York.

The Debtors are affiliates of Pretty Girl, Inc., which sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 14-11979) on July
2, 2014.  The case was converted to one under Chapter 7 of the
Bankruptcy Code on Dec. 23, 2014.  The Chapter 7 trustee of Pretty
Girl's bankruptcy estate has commenced an adversary proceeding,
LaMonica v. 72 Fashion Corp., Adv. Pro. No. 16-01150 (SHL), in
which the trustee alleges breach of contract and seeks payment for
goods that were allegedly sold and delivered but unpaid for, which
proceeding is currently pending before the Bankruptcy Court.  Mr.
Albert Nigri is the sole shareholder of the Debtors.

The Debtors' assets consist of its inventory, which secures its
guaranty obligation to repay indebtedness in the amount of
approximately $300,000 of Pretty Girl to JPMorgan Chase, N.A.  The
Indebtedness also is guaranteed by each of the Stores, Fordham, and
1168 Liberty.  PGNY, Inc., a non-debtor affiliate wholly owned by
Mr. Nigri, also is a guarantor.

On March 10, 2017, the Marshal of the City of New York served the
Debtors with a Notice of Execution informing them that an execution
against their personal property had been issued as a result of a
judgment entered in favor of the City of New York and against the
Debtors in respect of certain Environmental Control Board
violations in the case City of New York.  As of the commencement of
the Debtors' Chapter 11 cases, the Execution had not yet been
carried out and the Debtors' property, therefore, has not been
levied upon.  The Debtors commenced their Chapter 11 cases in order
to continue to operate their business at their premises and to
maintain, protect, and preserve their property.


PROJECT LEOPARD: Moody's Affirms B2 CFR & Revises Outlook to Neg.
-----------------------------------------------------------------
Moody's Investors Service affirmed Project Leopard Holdings Inc.'s
B2 corporate family rating and the B2 ratings on its upsized senior
secured first lien credit facility. Kofax added an incremental $55
million to its first lien term loan facility to finance the
acquisition by Thoma Bravo. The ratings outlook was revised to
negative from stable reflecting the increase in leverage and the
reduced equity in the capital structure.

RATINGS RATIONALE

The B2 Corporate Family Rating reflects Kofax's leading position in
the multi-channel capture and financial process automation software
markets, good liquidity and moderate leverage in comparison to
other software industry leveraged buyouts. The ratings also reflect
the challenges of setting up standalone operations and recent
operating disruptions and revenue declines.

Moody's estimates that closing leverage pro forma for the $55
million increase in first lien debt is approximately 6x as of the
last twelve month period ending March 31, 2017 (pro forma leverage
including unrealized and expected cost savings is approximately
5.1x). Leverage is expected to trend towards 5x or below over the
next year if cost savings can be realized and revenue declines
reversed. Despite the approximate 10% increase in debt, Kofax still
has lower closing leverage compared to other enterprise software
buyouts. However, the proportion of equity in the capital structure
is now below that of other B2 rated software companies. The company
is also smaller in scale than similarly rated private equity owned
software companies and has experienced high-single digit revenue
declines since fiscal 2014. This is partially offset by the strong
cash flow generating prospects for the standalone business and
signs that revenue declines are subsiding.

The ratings could face downward pressure if revenues continue to
decline, if free cash flow to debt is not on track to get to 6%, or
if leverage is sustained over 5.5x. Though unlikely in the near
term while the transformation to a stand-alone business is
underway, ratings could be upgraded if revenues grow significantly,
leverage is expected to be sustained under 4.5x and free cash flow
to debt greater than 10%.

Liquidity is expected to be good based on $70 million of cash at
closing, access to a $60 million revolver (expected to be undrawn
at closing), and expectations of positive free cash flow over the
next twelve months.

Outlook Actions:

Issuer: Project Leopard Holdings Inc.

-- Outlook, Changed To Negative From Stable

Affirmations:

Issuer: Project Leopard Holdings Inc.

-- Probability of Default Rating, Affirmed B2-PD

-- Corporate Family Rating, Affirmed B2

-- Senior Secured Bank Credit Facilities, Affirmed B2 (LGD4)

Project Leopard Holdings Inc. ("Kofax") is a leading provider of
multi-channel capture and business process management software. The
company had revenues of approximately $371 million in the last
twelve months ended March 31, 2017. Kofax is expected to spin off
from Lexmark International in July 2017, concurrent with being
acquired by private equity group Thoma Bravo.

The principal methodology used in these ratings was Software
Industry published in December 2015.


RAILYARD COMPANY: Trustee's Sale of Bowling Equipment Fair
----------------------------------------------------------
Judge David T. Thuma for the U.S. Bankruptcy Court for the District
of New Mexico found that the proposed sale of certain Railyard
Company, LLC, bowling equipment free and clear of interests to be
fair and reasonable, and in the best interests of the estate.

The Debtor constructed and operates a two story, multi-tenant
building at the rail station near downtown Santa Fe, New Mexico
(the Railyard).  Steve Duran, David Duran, and Rick Jaramillo are
the principal members of Debtor.

Market Station Railway Properties, LLC, loaned the Debtor
approximately $13,799,646 and obtained a first mortgage on Debtor's
interest in the Railyard. The principal members of the Debtor and
Elaine Duran guaranteed payment of the loan.

The Debtor had a dispute with the City of Santa Fe, and as part of
settling the dispute, the Debtor sold a condominium unit of the
Railyard to the City (the Santa Fe Condo) with a purchase price of
$3,600,000. Approximately $1,860,498 from the sale of the Santa Fe
Condo was deposited into the Debtor's bank account at the Bank of
Albuquerque.

On October 8, 2012, Ringside, LLC signed a lease with the Debtor
for about 17,500 square feet of space on the second floor of the
Railyard, which Ringside intended to operate a combination
restaurant, bar, and eight lane bowling center. Ringside's members
included Rick Jaramillo, Steven Duran, Gary Skidmore, and Allen
Branch.

Thereafter, Ringside signed a contract with US Bowling Corporation
to purchase eight bowling lanes and related pinspotters, lifts,
furniture, scoring equipment, and other equipment (the Bowling
Equipment), for a contract price of about $320,000.

In December, 2014, the Debtor obtained a $9,670,000 loan from
Thorofoare Asset Based Lending Fund, III to refinance the loan from
Market Station Railway Properties. Steve Duran and Southwest
Structural Services made a $545,000 capital contribution to Debtor
as part of the refinancing. Approximately $520,000 of the new loan
proceeds was held in escrow by Thorofare to fund tenant
improvements.

From its Bank of Albuquerque account, the Debtor made four payments
for the Bowling Equipment to US Bowling, and on March 27, 2015, the
Debtor paid US Bowling $18,432 for the Bowling Equipment from the
Thorofare escrow fund.

However, at some point Ringside abandoned the project and left the
Debtor without a tenant for the Bowling Center Space.

On January 30, 2014, Railyard Brewing Company, LLC signed a lease
for, inter alia, the Bowling Center Space -- Steve Duran, Rick
Jaramillo, and David Duran formed Railyard Brewing Company, LLC.
Railyard Brewing proposed to take over the project and operate the
restaurant, bar, and bowling center. Railyard Brewing spent
considerable time and money getting the Bowling Center Space ready
to operate, but the center never opened for business. Railyard
Brewing never paid rent under its lease. There is no evidence
Railyard Brewing spent any money on the Bowling Equipment.

The Debtor filed this chapter 11 case and the Hon. Robert H.
Jacobvitz appointed a Chapter 11 Trustee on March 30, 2016. On
December 2, 2016, the Court entered an order granting the trustee's
motion to reject Railyard Brewing's lease.

When appointed, one of the Trustee's first thorny problems was the
bowling center, the anticipation of which caused REI and the City
much concern and unhappiness. The Trustee then hired an engineer to
determine whether the bowling noise could be attenuated enough to
allow the bowling center to co-exist with REI, the City, and other
Railyard tenants.

Eventually, the expert concluded that it would be very expensive to
attenuate the sound and that the results, even after spending
several hundred thousand dollars, would be uncertain. Because of
the building's steel frame and the location of the bowling center,
the expert was skeptical that any reasonable sound attenuation
efforts would be successful. The expert concluded that operating a
bowling alley on the second floor of the Railyard was a bad idea.

Based in large part on his expert's advice, the Trustee concluded
that it would be better for the estate to abandon the bowling
concept. He therefore decided to sell the Bowling Equipment and
re-let the Bowling Center Space to a tenant that would not operate
a bowling center. However, Mr. Steve Duran and Mr. Rick Jaramillo
disagree with this conclusion.

On February 28, 2017, the Trustee signed a contract with US Bowling
to sell the Bowling Equipment back to US Bowling for $44,000. Under
the contract, US Bowling would pay for the cost of removing the
equipment.

The Court has no problem finding that the Trustee's decision to
walk away from the bowling concept was within his sound business
judgment. The Court found no "improper motive" in the Trustee's
conclusion to abandon the bowling concept, or in selling the
Bowling Equipment.

The Court also determined that the price to be at or above the
market for such used bowling equipment. Although the cost for
purchasing and installing the equipment was over $320,000, that is
not an indication of its current value. Generally, second hand
bowling equipment sells for a small fraction of its original cost.
Used bowling equipment for eight lanes might sell for $4,000 to
$8,000, as per the opinion of Ken Mischel -- a broker specializing
in the sale of bowling lanes and equipment. Moreover, US Bowling
agreed to pay the cost to remove the bowling equipment, which saved
the estate about $20,000.

Mr. Duran and Mr. Jaramillo argued at trial that the motion to sell
should be denied because they, rather than Debtor, owned the
Bowling Equipment. The Court overruled this argument because the
Debtor paid for the Bowling Equipment, not Mr. Duran and Mr.
Jaramillo. The Debtor listed the Bowling Equipment on its
schedules, which Mr. Jaramillo signed under penalty of perjury.
Ringside has not asserted any interest in the Bowling Equipment.
The evidence before the Court showed that the Bowling Equipment is
owned by the Debtor.

Mr. Duran and Mr. Jaramillo seemed to argue that it was their
money, not the Debtor's money, in the Bank of Albuquerque and
Thorofare escrow accounts. However, the loan and bank documents do
not support their position. As such, the Court overruled Mr. Duran
and Mr. Jaramillo's argument that their asserted ownership interest
in the Bowling Equipment is grounds to deny the motion to sell.

Railyard Brewing did not object to the motion to sell and did not
participate in the trial. As such, Mr. Duran and Mr. Jaramillo
cannot directly or indirectly argue Railyard Brewing's position for
it. The Court pointed out that a limited liability company may only
appear in court through its attorneys, and because Railyard Brewing
did not object, the Trustee may sell Bowling Equipment sold free
and clear of any interest of Railyard Brewing.

Mr. Duran and Mr. Jaramillo further argue that the Debtor has a
claim against US Bowling for negligent installation of the Bowling
Equipment. If so, the Court ruled that the proposed sale would have
no effect on the claim -- there is no release language in the
contract. The Court held that the existence of such claims, if they
have merit, is not a reason to deny the motion to sell.

Accordingly, the Court concluded that the Bowling Equipment should
be sold free and clear of all interests. Thorofoare Asset Based
Lending Fund consented to the sale of the Bowling Equipment free
and clear of Thorofoare Asset Based Lending Fund's asserted lien.

The Court also ruled that US Bowling is a good faith purchaser, and
that the sale has been negotiated at arms-length, because US
Bowling is not related to, or holds an interest in, the Debtor, and
there was no evidence of fraud or collusion between the Trustee and
US Bowling.

A full-text copy of Judge Thuma's Opinion dated June 14, 2017 is
available at https://is.gd/nT0fyk from Leagle.com.

               About Railyard Company

Railyard Company, LLC, owns and developed two-story Market Station
that houses the REI sporting goods store and other tenants.  It
filed a Chapter 11 petition (Bankr. D. N.M. Case No. 15-12386) on
Sept. 4, 2015.  The petition was signed by Richard Jaramillo as
managing member.  The Debtor is represented by William F. Davis,
Esq., at William F. Davis & Associates, P.C., as counsel.

The Debtor's Chapter 11 petition says the Company has about $11.2
million in debts and $13.8 million in assets.

A Chapter 11 Trustee was appointed for Railyard Company, LLC.  The
Chapter 11 Trustee hired Hunt & Davis, P.C., as counsel, and Steven
W. Johnson, CPA,
LLC as accountant.

Railyard Brewing Company, LLC, filed a Chapter 11 petition (Bankr.
D.N.M. Case No. 16-12829) on November 16, 2016, and is represented
by Michael K. Daniels, Esq.


RAVENSTAR INVESTMENTS: LPR Buying Reno Property for $325K
---------------------------------------------------------
Ravenstar Investments, LLC, asks the U.S. Bankruptcy Court for the
District of Nevada to authorize the sale of real property located
at 4832 Meadow Springs, Reno, Nevada, to LPR, LLC for $325,000,
subject to overbid.

On April 15, 2004, How Tzu Huang acquired ownership of the Meadow
Springs Property.  On April 4, 2006, Ms. Huang executed a
promissory note in favor of Bank of America, N.A. ("BofA") with an
original principal balance of $179,200.  On April 25, 2006, a Deed
of Trust was recorded against the Meadow Springs Property, which
secured the BofA Note.

On Dec. 23, 2008, Ms. Huang died inside the shower of the Meadow
Springs Property where she remained for nearly 3 days with the
water running before she was discovered.  Due to these
circumstances, the Washoe County Department of Health required a
full hazmat style cleanup of the interior of the home, including
the replacement of drywall and other materials.  In early 2009,
shortly after Ms. Huang's death, Ms. Huang's probate estate
informed BofA of her death.

The probate estate of Ms. Huang started the clean up process and
submitted a claim to insurance to cover the estimated costs of
repairs.  Ms. Huang's insurance company issued her probate estate
check jointly payable to BofA for approximately $50,000.  Instead
of signing off on the check, or otherwise facilitating the required
repairs, BofA took the insurance proceeds and applied them to the
balance of the BofA Note.  The last monthly payment made by Ms.
Huang on the BofA Note was in December 2008.

As a result of the foregoing, the interior of the Meadow Springs
Property is in a state of partial disrepair.  While all health
related issues were resolved and the Washoe County Department of
Health signed off on those repairs, much of the property is
stripped down to the studs and needs new drywall, texture and
painting.

On July 13, 2010, BofA recorded a Notice of Default related to the
BofA Note and BofA Deed of Trust in the Official Records of the
Washoe County Recorder.  On Nov. 17, 2010, BofA recorded a Notice
of Sale in the Official Records of the Washoe County Recorder,
which set a sale date of Dec. 2, 2010, for the Meadow Springs
Property.  The notice of sale stated that the then outstanding
balance of the BofA Note was $198,906.  However, it does not appear
that balance accounted for or applied the approximately $50,000
taken by BofA to be applied to the BofA Note.

On Dec. 16, 2011, BofA recorded another Notice of Sale in the
Official Records of the Washoe County Recorder, which set a sale
date of March 7, 2011, for the Meadow Springs Property.  This
notice of sale stated that the then outstanding balance of the BofA
Note was $203,829.  However, it does not appear that balance
accounted for or applied the approximately $50,000 taken by BofA to
be applied to the BofA Note.  BofA never proceeded with a
foreclosure sale on the Meadow Springs Property.  

On April 18, 2016, BofA assigned the BofA Deed of Trust to Citibank
as Trustee for NRZ PASS-THROUGH TRUST VI.  This was over seven
years after Ms. Huang died and last made a payment of the BofA
Note.

On May 4, 2017, the Debtor purchased the Meadow Springs Property
from the probate estate of Ms. Huang.  On June 2, 2017, the Debtor
received an all cash purchase offer of $325,000 for the Meadow
Springs Property from LPR.  The offer under the Residential Offer
and Acceptance Agreement is for a sale "as is" with no loan or
appraisal contingencies.  

On June 5, 2017, the Debtor accepted LPR's offer.  The Purchase
Agreement is in all cash payable within five days of acceptance.
To accommodate the Debtor, LPR agreed to a June 26, 2017, deadline
for the close of escrow.

On June 15, 2017, the Debtor filed its petition for relief under
Chapter 11 of the Code.  As of the date the case was filed, no
payment had been made on the BofA Note by Ms. Huang or her probate
estate for eight and a half years.  As of the date the case was
filed, the BofA Deed of Trust remains liens of record against the
Meadow Springs Property.

The Debtor maintains that Citibank has no claim in this case on
account of the BofA Note or BofA Deed of Trust because: (i) the
BofA Note is no longer enforceable under the applicable Nevada
statute of limitations; (ii) the BofA Note has been paid in full by
various sources, including loss share/guaranty agreements, mortgage
insurance and other third party payments; (iii) BofA waived,
discharged, forgave and released all rights and claims under the
BofA Note or BofA Deed of Trust.  Even if Citibank had a claim in
the case, it should be limited to $179,400 or less, based on the
avoidable consequences doctrine, also known as Citibank's duty to
mitigate its damages.

The Debtor asks approval for the $325,000 in sales proceeds to be
disbursed and held to the following: (i) $3,500 to Western Title
Co. for the estimated Sellers costs of sale; (ii) $6,500 to the
Buyer's Agent (at 2%); (iii) $25,000 to Darby Law Practice, Ltd. to
be held as retainer and applied to fees and costs (all subject to
Court approval and disgorgement); (iv) $210,000 to the Debtor, to
be held pending further Court order/resolution of objection to
Citibank claim; and (v) $80,000 to the Debtor, to be released for
operations and expenses, including US Trustee's Fees and taxes.

Any party interested in bidding on the purchase of the Subject
Property must pre-qualify for bidding by providing proof of
available funds sufficient to complete the purchase of the Subject
Property.  In order to be a qualified bidder, proof of funds will
be provided to Counsel for the Debtor by no later than two days
before the hearing on the Motion.

Given the condition of the property, the Debtor believes the
proposed purchase price of $325,000 maximizes the value of the
Debtor's assets.  The Meadow Springs Property is not currently in
rentable condition and would require a substantial investment of
capital to bring the property to a rentable state.  The work
required is beyond the Debtor's normal business activities of
owning and renting residential real property.  Therefore, the
Debtor has determined that it is in its best business interest to
sell the Meadow Springs Property.  Based upon the foregoing, the
Debtor submits that the sale of the Meadow Springs Property is
fair, equitable and a sound business decision.  The Debtor further
believes the sale is in the best interests of the creditors and the
estate and that the estate would be prejudiced if the Debtor does
not sell its assets to LPR.

The Debtor asks the Court to waive the 14-day stay on or before the
order granting the Motion under Fed. R. Bankr. P. 6004(h), so the
sale may close before June 26, 2017, as required by the Purchase
Agreement.

Ravenstar Investments, LLC, sought Chapter 11 protection (Bankr. D.
Nev. Case No. 17-50751) on June 15, 2017.  The Debtor disclosed
$2.65 million in assets and $2.59 million in liabilities.  The
Debtor tapped Darby Law Practice, LTD., as counsel, with the
engagement headed by Kevin A. Darby, Esq., and Tricia M. Darby,
Esq.


RED OAK: Moody's Affirms B1 Rating on $210MM Sr. Secured Bonds
--------------------------------------------------------------
Moody's Investors Service affirmed the B1 rating on Red Oak Power,
LLC's approximately $210 million of outstanding senior secured
bonds. The rating outlook is stable.

RATINGS RATIONALE

The rating action considered the positive financial considerations
resulting from the pending sale of Red Oak to a wholly-owned
subsidiary of Morgan Stanley Infrastructure while acknowledging
that such considerations primarily benefit the equity owners. Terms
of the Acquisition Agreement require an entity managed by The
Carlyle Group, L.P., the current owner, to repay approximately $50
million of Red Oak's indebtedness, leaving only the $160 million
Series B bonds outstanding.

The $50 million debt reduction will have a positive impact on Red
Oak's near-term financial performance as mandatory principal
repayments scheduled in each of 2017, 2018 and part of 2019 will
have been prepaid, lowering annual debt service obligations for the
next three years. While debt service coverage metrics will improve
appreciably in the 2017-2019 timeframe, the absence of any
principal repayment plus lower interest expense during this period
will allow Red Oak to provide meaningful distributions to its
sponsor in each of these years. Red Oak Series B Bonds are
scheduled to begin amortizing in 2019 and, all things equal,
Moody's forecasts Red Oak's financial performance beginning in
2020, as measured by debt service coverage, to approximate 1.0x in
line with recent historical performance. Specifically, Red Oak's
debt service coverage has averaged 1.04x annually over the three
year 2014-2016 period.

Moody's views the approximate 1.0x debt service coverage ratio, a
factor in the B1 rating, as an indication of Red Oak's relatively
high degree of vulnerability to fluctuations in maintenance costs
that are beyond the control of the operator. Moreover, Red Oak's
existing tolling agreement expires in September 2022, leaving the
project fully exposed to market pricing at that time. Given the
nature of the current PJM capacity auction, Moody's will begin to
have greater visibility around Red Oak's financial profile in 2022
and beyond beginning in 2019.

Red Oak's stable outlook reflects Moody's expectations of continued
strong plant operating performance enabling ongoing receipt of
capacity payments from the tolling party, whose payment obligations
are guaranteed by J.P. Morgan Chase and Company (A3, stable). While
Red Oak's debt service coverage will noticeably improve during the
2017 -2019 period owing to lower annual debt service following the
completion of the transaction described above, the stable outlook
recognizes that the improvement is short-lived with debt service
coverage ratios reverting back to historical levels of 1.0x during
2020 and 2021 when the Series B bonds begin amortizing. The stable
outlook also considers the existence of the eight-year merchant
tail that at this juncture adds cash flow and revenue uncertainty
until greater visibility from PJM capacity auctions are known.

Factors that Could Lead to An Upgrade

The rating is not expected to be upgraded in the short-term.
Consideration of a higher rating would likely require Red Oak to
mitigate seasonal liquidity concerns with additional permanent
liquidity, achieve increased financial performance demonstrated by
debt service coverage ratio of approximately 1.2 times on a
consistent basis. Longer terms, greater visibility into future
capacity revenues following the expiration of the tolling agreement
will heavily influence rating actions.

Factors that Could Lead to a Downgrade

Downward rating pressure could develop if the project were to
experience significant prolonged operational challenges or other
unexpected cost increases such that debt service coverage ratio
could be expected to remain consistently below 1.0 times or
restricted cash declines below $20 million.

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


RED OAK: S&P Affirms 'B+' Rating on $160MM Sr. Secured Bonds
------------------------------------------------------------
S&P Global ratings affirmed the 'B+' rating on Red Oak Power LLC's
$160 million senior secured bonds due 2029 and its $224 million
senior secured bonds due 2019.  The outlook is stable.  The
recovery rating has been revised to '1' from '2', reflecting S&P's
expectation of a very high (90%-100%; rounded estimate: 95%)
recovery in the event of a payment default.

Red Oak Power LLC is an 830-megawatt (MW) combined-cycle, natural
gas-fired power station in Sayreville, N.J.  It operates within the
PJM Interconnection power market. Until 2022, Red Oak will service
its debt with cash flow from a power purchase agreement (PPA).
From 2022 until debt maturity in 2029, Red Oak will service debt
from the cash flow it earns in PJM's merchant energy and capacity
markets.  The Carlyle Group currently owns the plant, but Morgan
Stanley Infrastructure is expected to complete its purchase of Red
Oak in late June or early July following regulatory approval.

The stable outlook reflects S&P's view that the operational
performance of the project has been consistent.  Strong demand for
power from the facility is driving capacity factors to the mid-80%
area.  S&P continues to expect that annual DSCRs, including
subordinated payments, will be close to 1.00x until the expiration
of the PPA in 2022.


REDIGI INC: Hearing on Plan Outline Set for July 11
---------------------------------------------------
The Hon. Paul G. Hyman, Jr., of the U.S. Bankruptcy Court for the
Southern District of Florida has scheduled for July 11, 2017, at
10:00 a.m. a hearing to consider the approval of ReDigi, Inc.'s
disclosure statement for its plan of reorganization.

Objections to the Disclosure Statement must be filed by July 5,
2017.

As reported by the Troubled Company Reporter on June 8, 2017, the
Debtor filed with the Court the Disclosure Statement, stating that
Class 3 general unsecured claimants, whose estimated claims in this
scenario total $763,709.78, will be paid 25% of net revenue at the
end of each calendar year beginning as of Dec. 31, 2018, until all
allowed unsecured claims are paid in full without interest.  The
payments will be calculated and paid to each allowed creditor on or
before Jan. 31, of the following calendar year.  The total amount
paid to the allowed general unsecured creditors listed in the
projections are estimations based on projected net revenue.  These
claims are impaired.  
   
                      About ReDigi Inc.

ReDigi Inc. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.
16-20809) on Aug. 3, 2016, and is represented by Craig I Kelley,
Esq., of Kelley & Fulton, PL, in West Palm Beach, Florida.  The
petition was signed by John Mark Ossenmacher, CEO.  At the time of
the filing, the Debtor had $250 in total assets and $6,590,000 in
total liabilities.  The Debtor employed Baker & Hostetler LLP as
special counsel.

The Office of the U.S. Trustee on Sept. 23 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of ReDigi Inc.


RETAIL DESIGNS: Wants to Use $10K of Symetra Life's Cash Collateral
-------------------------------------------------------------------
Retail Designs, LLC, et al., ask the U.S. Bankruptcy Court for the
Middle District of Florida to authorize Retail Designs to use
Symetra Life Insurance Company's cash collateral in the amount of
$10,000.

The only secured creditor that has a security interest in the cash
collateral is Symetra Life by virtue of a Real Estate Promissory
Note in the original principal amount of $3.85 million in favor of
Symetra Life and that certain Trust Deed, Assignment of Rents,
Fixture Filing and Security Agreement securing payment of the note.
Retail Designs currently owes Symetra Life approximately
$1,172,330.38.

Symetra Life will be adequately protected in the form of
replacement liens and monthly adequate protection payments in the
same amount that Symetra Life was receiving prior to the bankruptcy
case.

Retail Designs did not possess any cash collateral on the Petition
Date.  However, since the Petition Date, Retail Designs has
accumulated $131,694.50 in the segregated cash collateral account
that it has established for Symetra Life.

Retail Designs requires the use of cash collateral to fund all
necessary operating expenses relating not only to the maintenance
of the Second Parcel, but also to the administration of the Retail
Designs' other accruing post-petition expenses.  Retail Designs
will suffer immediate and irreparable harm if it is not authorized
to use cash collateral to fund the expenses.  Absent authorization,
Retail Designs will not be able to maintain and protect its
business.

In addition to the adequate protection liens, Retail Designs will
make adequate protection payments to Symetra Life in the full
amount that Retail Designs was paying prior to the Petition Date.

A copy of the Debtors' motion is available at:

         http://bankrupt.com/misc/flmb17-02044-79.pdf

                       About Retail Designs

Retail Designs, LLC, operates the Super 8 Motel located at 9020
Fayette Landings Shopping Center, in Oak Hill, West Virginia.
Retail Designs filed a Chapter 11 bankruptcy petition (Bankr. M.D.
Fla. Case No. 17-02044) on March 13, 2017.  The petition was signed
by William A. Abruzzino, its managing member.  The Debtor is
represented by Michael R. Dal Lago, Esq., at Dal Lago Law.  At the
time of filing, the Debtor had estimated both assets and
liabilities to be less than $50,000.


RIMI CORPORATE: Taps Rattet PLLC as Legal Counsel
-------------------------------------------------
Rimi Corporate Facilities Refurbishing Ltd. seeks approval from the
U.S. Bankruptcy Court for the Southern District of New York to hire
Rattet PLLC.

The firm will provide legal services to the company and its
affiliates Rimi Woodcraft Corp. and Veneer Products Ltd. in
connection with their Chapter 11 cases.  These services include
advising the Debtors regarding their duties under the Bankruptcy
Code, assisting them in any potential asset sale, negotiating with
creditors, and assisting them in the preparation of a plan of
reorganization.

Rattet will charge $400 for the services of its associates, and
$650 for members and counsel.

Anthony Rizzo, the Debtors' president, paid the firm a retainer of
$50,000, plus $5,000 for its expenses, in his personlay capacity.

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

The firm can be reached through:

     Robert Leslie Rattet, Esq.
     Rattet PLLC
     202 Mamaroneck Avenue, Suite 300
     White Plains, NY 10601
     Tel: 914-381-7400
     Fax: 914-381-7406
     Email: rrattet@rattetlaw.com

                 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.


RSF 17872: DIP Financing From Orb Capital Approved
--------------------------------------------------
The Hon. Louise DeCarl Adler of the U.S. Bankruptcy Court for the
Southern District of California has granted RSF 17872 Via Fortuna
LLC permission to obtain post-petition secured financing from Orb
Capital, LLC.

The Debtor is authorized to execute and deliver a deed of trust to
Orb Capital encumbering the Debtor's real property to secure
repayment of the post-petition financing, which deed of trust will
be junior in priority to the presently existing real estate taxes,
Union Savings Bank deed of trust and perfected mechanics liens of
record.

The Court finds that Orb Capital, in extending financing to the
Debtor, is acting in good faith and is entitled to the benefits and
protections thereof such that a reversal or modification on appeal
of a court order granting the motion will not affect the validity
or priority of any debt incurred by Debtor to Orb Capital, nor will
it affect any security interest of Orb Capital in assets of the
Debtor thereby arising.

Loan proceeds used for construction-related expenses may be used
only for payment of post-petition services or for satisfaction of
prepetition amounts that are secured by a mechanic's lien,
including but not limited to the mechanic's lien held by Greg Agee
Construction.

A copy of the court order is available at:

          http://bankrupt.com/misc/casb16-04436-115.pdf

               About RSF 17872 Via De Fortuna LLC

RSF 17872 Via De Fortuna LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Calif. Case No. 16-04436) on July
22, 2016.  The petition was signed by Black Rock Thoroughbreds,
LLLP, manager.  The Debtor is represented by Todd Ringstad, Esq.,
at Ringstad & Sanders LLP.   At the time of the filing, the Debtor
estimated its assets at $10  million to $50 million and debts at
$1 million to $10 million.
   
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in
the Chapter 11 case of RSF 17872 Via De Fortuna LLC.


RUE21 INC: Hires Reed Smith as Local Counsel
--------------------------------------------
rue21, Inc., and its debtor-affiliates seek permission from the
U.S. Bankruptcy Court for the Western District of Pennsylvania to
employ Reed Smith LLP, as local counsel to the Debtors and
Debtors-in-Possession, nunc pro tunc to the Petition Date.

The Court will consider the request at a hearing for June 30, 2017
at 2:00 p.m. (prevailing Eastern Time).  Objections to the
application are due June 23 at 4:00 p.m. (prevailing Eastern
Time).

The Debtors require Reed Smith to:

     a. advise the Debtors with respect to their powers and duties
as debtors and debtors-in-possession in the continued management
and operation of their business and properties;

     b. attend meetings and negotiate with representatives of
creditors and other parties in interest and advise and consult on
the conduct of these chapter 11 cases, including all of the legal
and administrative requirements of operating in chapter 11;

     c. take all necessary action to protect and preserve the
Debtors' estates, including the prosecution of actions on their
behalf, the defense of any actions commenced against the estate,
and negotiations concerning all litigation in which the Debtors may
be involved and objections to claims filed against the estates;

     d. assist in preparing, on behalf of the Debtors, motions,
applications, answers, orders, reports, and papers necessary to the
administration of the estates;

     e. appear in the Bankruptcy Court and any appellate courts and
before the United States Trustee for the Western District of
Pennsylvania, and protect the interests of the Debtors' estates
before those courts and the U.S. Trustee;

     f. take any necessary action on behalf of the Debtors to
obtain confirmation of the Debtors' plan of reorganization and/or
one or more sales of the Debtors' assets; and

     g. perform all other necessary legal services and provide all
other necessary legal advice to the Debtors in connection with
these chapter 11 cases.

Reed Smith will be paid at these hourly rates:

     Partners                  $555-$970
     Associates                $340-$555
     Paraprofessionals         $150-$385

On April 10, 2017, the Debtors provided Reed Smith with an advance
payment of $100,000 to establish a retainer for professional
services to be rendered and expenses to be incurred by Reed Smith.

In the one-year period preceding the Petition Date, Reed Smith
received payments from the Debtors, including the Retainer,
totaling $108,451.96.

Reed Smith will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Eric A. Schaffer, Esq., a partner with the law firm of Reed Smith
LLP, assured the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.

The following is provided in response to the request for additional
information set forth in D1 of the U.S. Trustee's Appendix B
Guidelines:

       -- The hourly rates set forth in the Engagement Letter are
consistent with the rates that Reed Smith charges other comparable
chapter 11 clients, and the rate structure provided by Reed Smith
is appropriate and is not significantly different from: (a) the
rates that Reed Smith charges in other non-bankruptcy
representations; or (b) the rates of other comparably skilled
professionals for similar engagements.

       -- Reed Smith represented the Debtors during the 12-month
period prior to the Petition Date. During that period, Reed Smith
charged the Debtors its standard rates.

       -- The Debtors, K&E, and Reed Smith expect to develop a
prospective budget and staffing plan to comply with the U.S.
Trustee’s requests for information and additional disclosures,
recognizing that in the course of complex chapter 11 cases, there
may be unforeseeable fees and expenses that will need to be
addressed.

By separate application, the Debtors are seeking to employ,
pursuant to section 327(a) of the Bankruptcy Code, the law firm of
Kirkland & Ellis LLP ("K&E") as counsel to the Debtors. K&E and
Reed Smith will make every effort to avoid and/or minimize
duplication of services in these chapter 11 cases.

Reed Smith may be reached at:

      Eric A. Schaffer, Esq.
      Reed Smith LLP
      225 Fifth Avenue, Suite 1200
      Pittsburg, PA
      Tel: (412) 288-3131
      Fax: (412) 288-3063
      E-mail: eschaffer@reedsmith.com

                           About rue21

rue21 -- http://www.rue21.com/-- is a teen specialty apparel
retailer.  For over 37 years, rue21 has been famous for offering
the latest trends at an affordable price point.  It has core brands
in girls' apparel (rue21), intimate apparel (true), girls'
accessories (etc!), girls' cosmetics (ruebeaute!), guys' apparel
and accessories (Carbon), girls' plus-size apparel (rue+), and
girls' swimwear (ruebleu).  The company is headquartered in
Warrendale, Pennsylvania and have one distribution center located
in Weirton, West Virginia.

Headquartered just north of Pittsburgh, Pennsylvania, rue21 had
1,179 stores in 48 states in shopping malls, outlets and strip
centers, and on its website.  In April, Company began the process
of closing approximately 400 underperforming stores in its 1,179
store fleet in order to streamline operations.

On May 15, 2017, rue21, inc., and affiliates filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Pa. Lead Case No. 17-22045).  Todd M. Lenhart, the
Company's senior vice president, treasurer, chief financial
officer, and chief accounting officer, signed the petitions.

The Debtors have sought joint administration of the Chapter 11
cases.  The Honorable Gregory L. Taddonio is the case judge.

The Debtors tapped Reed Smith LLP as local counsel; Kirkland &
Ellis LLP as bankruptcy counsel; Rothschild Inc., as investment
banker; Berkeley Research Group, LLC, as financial advisor; A&G
Realty Partners, LLC, as real estate advisor and consultant; and
Kurtzman Carson Consultants LLC as claims and notice agent.

rue21 estimated $1 billion to $10 billion in assets and
liabilities.

Counsel to the DIP Term Loan Agent, DIP Term Loan Lenders,
Prepetition Term Loan Agent and Term Loan Steering Committee are
Scott J. Greenberg, Esq., Michael J. Cohen, Esq., and Jeffrey J.
Bresch, Esq., at Jones Day.

Counsel to the DIP ABL Agent and the Prepetition ABL Agent are
Julia Frost-Davies, Esq., and Amelia C. Joiner, Esq., at Morgan
Lewis & Bockius LLP; and James D. Newell, Esq., and Timothy
Palmer, Esq., at Buchanan Ingersoll & Rooney PC.

The Sponsor Lenders are represented by Simpson Thacher &
Bartlett's Elisha D. Graff, Esq.

An Ad Hoc Cross-Holder Group is represented by Milbank, Tweed,
Hadley & McCloy's Gerard Uzzi, Esq., and Eric Stodola, Esq.

Andrew R. Vara, Acting U.S. Trustee for Region 3, on May 23, 2017,
appointed seven creditors to serve on the official committee of
unsecured creditors.  The Committee has tapped Cooley LLP as
counsel; and Fox Rothschild LLP as local counsel.


RUE21 INC: Hires Rothschild as Financial Advisor
------------------------------------------------
rue21, Inc., and its debtor-affiliates seek permission from the
U.S. Bankruptcy Court for the Western District of Pennsylvania to
employ Rothschild Inc., as financial advisor and investment banker,
nunc pro tunc to May 15, 2017.

The Court will consider the request at a hearing for June 30, 2017
at 2:00 p.m. (prevailing Eastern Time).  Objections to the
application are due June 23 at 4:00 p.m. (prevailing Eastern
Time).

The Debtors require Rothschild to:

     a. identify and/or initiate potential Transactions.

     b. review and analyze the Debtors' assets and the operating
and financial strategies of the Debtors;

     c. review and analyze the business plans and financial
projections prepared by the Debtors including, but not limited to,
testing assumptions and comparing those assumptions to historical
Debtor and industry trends;

     d. evaluate the Debtors' debt capacity in light of their
projected cash flows and assist in the determination of an
appropriate capital structure for the Debtors;

     e. assist the Debtors in raising new debt or equity capital
(including, but not limited to, debtor-in-possession and/or exit
financing), including developing marketing materials, creating and
maintaining a data room and contact log, initiating contact with
potential capital providers and running the process for a New
Capital Raise;

     f. assist the Debtors and their other professionals in
reviewing the terms of any proposed Transaction, in responding
thereto and, if directed, in evaluating alternative proposals for a
Transaction;

     g. determine a range of values for the Debtors and any
securities that the Debtors offer or propose to offer in connection
with a Transaction;

     h. advise the Debtors on the risks and benefits of considering
a Transaction with respect to the Debtors’ intermediate and
long-term business prospects and strategic alternatives to maximize
the business enterprise value of the Debtors;

     i. review and analyze any proposals the Debtors receive from
third parties in connection with a Transaction, including, without
limitation, any proposals for DIP Financing, as appropriate;

     j. assist or participate in negotiations with the parties in
interest, including, without limitation, any current or prospective
creditors of, holders of equity in, or claimants against the
Debtors and/or their respective representatives in connection with
a Transaction;

     k. advise the Debtors with respect to, and attend, meetings of
the Debtors' Boards of Directors, creditor groups, official
constituencies and other interested parties, as necessary;

     l. if requested by the Debtors, participate in hearings before
the Bankruptcy Court and provide relevant testimony with respect to
the matters described in the Engagement Letter and issues arising
in connection with any proposed Plan; and

     m. render (but only to the extent permitted by further orders
of the Bankruptcy Court) such other financial advisory and
investment banking services as may be agreed upon by Rothschild and
the Debtors.

The Debtors have agreed to pay Rothschild the proposed compensation
and expense reimbursements according to the Engagement Letter:

     a. Monthly Fee: Commencing as of April 1, 2017, whether or not
a Transaction is proposed or consummated, an advisory fee (the
"Monthly Fee") of $150,000 per month. The initial Monthly Fee shall
be payable by the Debtors upon the execution of the Engagement
Letter by the Debtors, and thereafter the Monthly Fee shall be
payable by the Debtors in advance on the first day of each month.
For the avoidance of doubt, any accrued but unpaid monthly fees
under the Prior Agreement8 as of the date of the Engagement Letter
shall remain payable by the Debtors to Rothschild under the terms
of the Prior Agreement.

      b. Credit: Rothschild shall credit against the Completion Fee
(as defined below): (a) 50.0% of the Monthly Fees paid (including
any monthly fees paid pursuant to the Prior Agreement) in excess of
$450,000 (the "Monthly Fee Credit"); and (b) 50.0% of any New
Capital Fees paid (the "New Capital Fee Credit"); provided, that
the New Capital Fee Credit shall not apply to any Reduced New
Capital Fees paid; provided, further, that the sum of any New
Capital Fee Credit and the Monthly Fee Credit shall not exceed the
Completion Fee.

      c. Completion Fee: $4,500,000 payable upon the earlier of:
(i) the confirmation and effectiveness of a Plan,9 and (ii) the
closing of a Transaction. If a Transaction consists solely of a
Liquidation, then the Completion Fee shall equal $2,750,000; which
Completion Fee shall be payable upon the repayment in full of the
Debtors' obligations under its existing ABL Credit Agreement;
provided, that if the Debtors' obligations under their existing ABL
Credit Agreement are not repaid in full, then with respect to such
Liquidation, Rothschild shall remain entitled to receive its share
of any "carve-out" for professional fees established pursuant to
any financing order entered by the Bankruptcy Court as well as any
other amounts available for the payment of administrative
professional fees, in each case up to $2,750,000.

      d. New Capital Fee: A fee ("New Capital Fee") equal to:

           (1) 1.0% of the face amount of any senior secured debt
raised including, without limitation, any DIP Financing raised,
provided that, no New Capital Fee shall be payable in connection
with a "roll-up" or similar postpetition extension of the Debtors'
existing ABL Credit Agreement by the Debtors' existing ABL Credit
Agreement lenders;

           (2) 2.0% of the face amount of any junior secured or
senior or subordinated unsecured debt raised; and

           (3) 4.0% of any equity capital, capital convertible into
equity or hybrid capital raised, including, without limitation,
equity underlying any warrants, purchase rights or similar
contingent equity securities (and excluding, for the avoidance of
doubt, any incentive equity issued by the Debtors to their
directors, consultants or employees) (each of (i), (ii), and (iii),
a "New Capital Raise").

Notwithstanding the foregoing: (A) in no event shall the New
Capital Fee payable upon the consummation of a New Capital Raise be
less than $1,000,000 (the "Minimum New Capital Fee"); (B) the New
Capital Fee shall be reduced by 50.0% solely with respect to any
new capital raised from the Debtors' existing creditors as of the
date of the Engagement Letter (the "Reduced New Capital Fee");
provided, that any Reduced New Capital Fee shall remain subject to
payment of the Minimum New Capital Fee; and (C) a New Capital Fee
shall not be payable solely with respect to any new capital
provided by Apax or its affiliates.

       e. Expenses: In addition to the fees described above, the
Debtors agree to reimburse Rothschild for the reasonable,
documented out-of-pocket expenses incurred by Rothschild in
connection with the matters contemplated by the Engagement Letter,
including, without limitation, reasonable fees, disbursements, and
other charges of Rothschild's counsel.

Neil A. Augustine, Executive Vice Chairman of North American Global
Advisory and Co- Chair of the North American Debt Advisory and
Restructuring Group at Rothschild Inc., assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

Rothschild can be reached at:

        Neil A. Augustine
        Executive Vice Chairman of North American
        Global Advisory and Co- Chair of the
        North American Debt Advisory and Restructuring
        Group at Rothschild Inc.
        
                            About rue21

rue21 -- http://www.rue21.com/-- is a teen specialty apparel
retailer.  For over 37 years, rue21 has been famous for offering
the latest trends at an affordable price point.  It has core brands
in girls' apparel (rue21), intimate apparel (true), girls'
accessories (etc!), girls' cosmetics (ruebeaute!), guys' apparel
and accessories (Carbon), girls' plus-size apparel (rue+), and
girls' swimwear (ruebleu).  The company is headquartered in
Warrendale, Pennsylvania and have one distribution center located
in Weirton, West Virginia.

Headquartered just north of Pittsburgh, Pennsylvania, rue21 had
1,179 stores in 48 states in shopping malls, outlets and strip
centers, and on its website.  In April, Company began the process
of closing approximately 400 underperforming stores in its 1,179
store fleet in order to streamline operations.

On May 15, 2017, rue21, inc., and affiliates filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Pa. Lead Case No. 17-22045).  Todd M. Lenhart, the
Company's senior vice president, treasurer, chief financial
officer, and chief accounting officer, signed the petitions.

The Debtors have sought joint administration of the Chapter 11
cases.  The Honorable Gregory L. Taddonio is the case judge.

The Debtors tapped Reed Smith LLP as local counsel; Kirkland &
Ellis LLP as bankruptcy counsel; Rothschild Inc., as investment
banker; Berkeley Research Group, LLC, as financial advisor; A&G
Realty Partners, LLC, as real estate advisor and consultant; and
Kurtzman Carson Consultants LLC as claims and notice agent.

rue21 estimated $1 billion to $10 billion in assets and
liabilities.

Counsel to the DIP Term Loan Agent, DIP Term Loan Lenders,
Prepetition Term Loan Agent and Term Loan Steering Committee are
Scott J. Greenberg, Esq., Michael J. Cohen, Esq., and Jeffrey J.
Bresch, Esq., at Jones Day.

Counsel to the DIP ABL Agent and the Prepetition ABL Agent are
Julia Frost-Davies, Esq., and Amelia C. Joiner, Esq., at Morgan
Lewis & Bockius LLP; and James D. Newell, Esq., and Timothy Palmer,
Esq., at Buchanan Ingersoll & Rooney PC.

The Sponsor Lenders are represented by Simpson Thacher & Bartlett's
Elisha D. Graff, Esq.

An Ad Hoc Cross-Holder Group is represented by Milbank, Tweed,
Hadley & McCloy's Gerard Uzzi, Esq., and Eric Stodola, Esq.

Andrew R. Vara, Acting U.S. Trustee for Region 3, on May 23, 2017,
appointed seven creditors to serve on the official committee of
unsecured creditors.  The Committee has tapped Cooley LLP as
counsel; and Fox Rothschild LLP as local counsel.


RUE21 INC: June 30 Hearing on Bid to Hire Kirkland as Counsel
-------------------------------------------------------------
rue21, Inc., and its debtor-affiliates seek permission from the
U.S. Bankruptcy Court for the Western District of Pennsylvania to
employ Kirkland & Ellis LLP and Kirkland and Ellis International
LLP, as attorneys for the Debtors and Debtors-in-Possession, nunc
pro tunc to the Petition Date.

The Court will consider the request at a hearing for June 30, 2017
at 2:00 p.m. (prevailing Eastern Time).  Objections to the
application are due June 23 at 4:00 p.m. (prevailing Eastern
Time).

The Debtors require Kirkland to:

     a. advise the Debtors with respect to their powers and duties
as debtors in possession in the continued management and operation
of their business and properties;

     b. advise and consult on the conduct of these chapter 11
cases, including all of the legal and administrative requirements
of operating in chapter 11;

     c. attend meetings and negotiate with representatives of
creditors and other parties in interest;

     d. take all necessary actions to protect and preserve the
Debtors' estates, including prosecuting actions on the Debtors'
behalf, defending any action commenced against the Debtors, and
representing the Debtors in negotiations concerning litigation in
which the Debtors are involved, including objections to claims
filed against the Debtors' estates;

     e. prepare pleadings in connection with these chapter 11
cases, including motions, applications, answers, orders, reports,
and papers necessary or otherwise beneficial to the administration
of the Debtors' estates;

     f. represent the Debtors in connection with obtaining
authority to continue using cash collateral and postpetition
financing;

     g. advise the Debtors in connection with any potential sale of
assets;

     h. appear before the Bankruptcy Court and any appellate courts
to represent the interests of the Debtors' estates;

     i. advise the Debtors regarding tax matters;

     j. take any necessary action on behalf of the Debtors to
negotiate, prepare, and obtain approval of a disclosure statement
and confirmation of a chapter 11 plan and all documents related
thereto; and

     k. perform all other necessary legal services for the Debtors
in connection with the prosecution of these chapter 11 cases,
including: (i) analyzing the Debtors' leases and contracts and the
assumption and assignment or rejection thereof; (ii) analyzing the
validity of liens against the Debtors; and (iii) advising the
Debtors on corporate and litigation matters.

Kirkland will be paid at these hourly rates:

      Partners                    $930-$1,745
      Of Counsel                  $555-$1,745
      Associates                  $555-$1,015
      Paraprofessionals           $215-$420

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

Jonathan S. Henes, Esq., President of Jonathan S. Henes, P.C., and
as Partner of both Kirkland & Ellis LLP and Kirkland & Ellis
International LLP, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.

The following is provided in response to the request for additional
information set forth in D1 of the U.S. Trustee's Appendix B
Guidelines:

       -- Kirkland and the Debtors have not agreed to any
variations from, or alternatives to, Kirkland's standard billing
arrangements for this engagement. The rate structure provided by
Kirkland is appropriate and is not significantly different from (a)
the rates that Kirkland charges for other non-bankruptcy
representations or (b) the rates of other comparably skilled
professionals.

       -- The hourly rates used by Kirkland in representing the
Debtors are consistent with the rates that Kirkland charges other
comparable chapter 11 clients, regardless of the location of the
chapter 11 case.

       -- Kirkland represented the Debtors during the twelve-month
period before the Petition Date, using the hourly rates listed.

             Partners                    $930-$1,745
             Of Counsel                  $555-$1,745
             Associates                  $555-$1,015
             Paraprofessionals           $215-$420

       -- The Debtors approved Kirkland's budget and staffing plan
for the period from May 15, 2017 through September 30, 2017.

Kirkland may be reached at:

       Jonathan S. Henes, Esq.
       Kirkland & Ellis LLP
       601 Lexington Avenue
       New York, NY 10022
       Tel: (212) 446-4927
       Fax: (212) 446-4900
       Email: jonathan.henes@kirkland.com

                               About rue21

rue21 -- http://www.rue21.com/-- is a teen specialty apparel
retailer.  For over 37 years, rue21 has been famous for offering
the latest trends at an affordable price point.  It has core brands
in girls' apparel (rue21), intimate apparel (true), girls'
accessories (etc!), girls' cosmetics (ruebeaute!), guys' apparel
and accessories (Carbon), girls' plus-size apparel (rue+), and
girls' swimwear (ruebleu).  The company is headquartered in
Warrendale, Pennsylvania and have one distribution center located
in Weirton, West Virginia.

Headquartered just north of Pittsburgh, Pennsylvania, rue21 had
1,179 stores in 48 states in shopping malls, outlets and strip
centers, and on its website.  In April, Company began the process
of closing approximately 400 underperforming stores in its 1,179
store fleet in order to streamline operations.

On May 15, 2017, rue21, inc., and affiliates filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Pa. Lead Case No. 17-22045).  Todd M. Lenhart, the
Company's senior vice president, treasurer, chief financial
officer, and chief accounting officer, signed the petitions.

The Debtors have sought joint administration of the Chapter 11
cases.  The Honorable Gregory L. Taddonio is the case judge.

The Debtors tapped Reed Smith LLP as local counsel; Kirkland &
Ellis LLP as bankruptcy counsel; Rothschild Inc., as investment
banker; Berkeley Research Group, LLC, as financial advisor; A&G
Realty Partners, LLC, as real estate advisor and consultant; and
Kurtzman Carson Consultants LLC as claims and notice agent.

rue21 estimated $1 billion to $10 billion in assets and
liabilities.

Counsel to the DIP Term Loan Agent, DIP Term Loan Lenders,
Prepetition Term Loan Agent and Term Loan Steering Committee are
Scott J. Greenberg, Esq., Michael J. Cohen, Esq., and Jeffrey J.
Bresch, Esq., at Jones Day.

Counsel to the DIP ABL Agent and the Prepetition ABL Agent are
Julia Frost-Davies, Esq., and Amelia C. Joiner, Esq., at Morgan
Lewis & Bockius LLP; and James D. Newell, Esq., and Timothy
Palmer, Esq., at Buchanan Ingersoll & Rooney PC.

The Sponsor Lenders are represented by Simpson Thacher &
Bartlett's Elisha D. Graff, Esq.

An Ad Hoc Cross-Holder Group is represented by Milbank, Tweed,
Hadley & McCloy's Gerard Uzzi, Esq., and Eric Stodola, Esq.

Andrew R. Vara, Acting U.S. Trustee for Region 3, on May 23, 2017,
appointed seven creditors to serve on the official committee of
unsecured creditors.  The Committee has tapped Cooley LLP as
counsel; and Fox Rothschild LLP as local counsel.


SEARS CANADA: BMO Capital & Osler Hoskins on Board as Advisors
--------------------------------------------------------------
To address its liquidity situation, Sears Canada said it is
considering various strategic alternatives, including a financial
restructuring or sale.  In order to assist the Company with this
process, it has retained BMO Capital Markets, as financial advisor,
and Osler, Hoskin & Harcourt LLP, as legal advisor.

Osler's Insolvency & Restructuring Group claims to be "Canada's
leading multi-disciplinary practice offering top-tier legal
expertise in all aspects required to resolve the most compelling
business challenges".

Osler, according to Investment Watch Blog, already represents
Target Canada in its insolvency proceedings commenced in 2015 when
it shuttered its 133 stores and 7 more locations it hadn't even
occupied.

BMO Capital Markets is the investment banking subsidiary of
Canadian Bank of Montreal.

                        About Sears Canada

Sears Canada Inc. (TSX: SCC; NASDAQ: SRSC) is an independent
Canadian online and store retailer whose head office is based in
Toronto.  Sears Canada ffers consumers Sears label products, which
are designed and directly sourced by Sears Canada, and also
of-the-moment fashion and designer labels at 30% to 60% less in The
Cut @Sears.  Sears Canada also has a top ranked mattress business
in Canada, and the number one appliance business in Canada.

Sears Canada -- http://www.sears.ca/reinvention-- is undergoing a
reinvention , including new customer experiences at every
touchpoint, a new e-commerce platform, new store concepts, and a
new set of customer service principals designed to deliver WOW
experiences to customers.

At present, Sears Canada operates 95 department stores, 29 Sears
Home stores, 71 Hometown stores, 16 Outlet stores, 69 Sears Travel
offices, and 32 Corbeil appliance stores.

As of June 13, 2017, ESL Investments, Inc., and investment
affiliates including Edward S. Lampert, collectively "ESL", was the
beneficial holder of 46,162,515 common shares, representing
approximately 45.3% of the Company's total outstanding common
shares.  Sears Holdings Corp. was the beneficial holder of
11,962,391 common shares, representing approximately 11.7% of the
Company's total outstanding common shares.

The company posted a net loss of C$144.4 million in the first
quarter ended April 29, 2017, compared to C$63.6 million in the
first quarter of 2016.  Total revenue was C$505.5 million in the 13
weeks ended April 29, 2017, a 15.2% decrease from the first quarter
of 2016.

As of April 29, 2017, the Company had total assets of C$1.187
billion, and total liabilities of C$1.108 billion.

"The Company continues to face a very challenging environment with
recurring operating losses and negative cash flows from operating
activities. The ability of the Company to continue as a going
concern is dependent on the Company's ability to obtain additional
sources of liquidity in order to implement its business plan. Based
on management's current assessment, cash and forecasted cash flows
from operations are not expected to be sufficient to meet
obligations coming due over the next twelve months from the
issuance of the Q1 2017 financial statements," Sears Canada said in
documents attached to its fiscal first quarter 2017 financial
statements.


SEARS CANADA: Missed Nasdaq Share Price Rule, Faces Delisting
-------------------------------------------------------------
Sears Canada Inc. (TSX: SCC; NASDAQ: SRSC) on June 13, 2017,
received notice from the Listing Qualifications Department of the
NASDAQ Stock Market LLC ("NASDAQ") indicating that the Company's
shares have not closed at the minimum bid price requirement of
US$1.00 per share, as set forth in the NASDAQ Listing Rule
5450(a)(1), because the closing bid price for the Company's common
shares has been below US$1.00 for 30 consecutive business days. The
notification has no immediate effect on the listing or trading of
the Company's common shares on the NASDAQ Global Market and the
common shares will continue to trade under the symbol "SRSC".

The Company has a grace period of 180 calendar days, or until
December 11, 2017, to regain compliance with the minimum closing
bid price requirement for continued listing. If at any time during
the compliance period the closing bid price of the Company's common
shares is at least US$1.00 per share for a minimum of ten
consecutive business days, NASDAQ will provide the Company with
written confirmation of compliance and the matter will be closed.

                        About Sears Canada

Sears Canada Inc. (TSX: SCC; NASDAQ: SRSC) is an independent
Canadian online and store retailer whose head office is based in
Toronto.  Sears Canada ffers consumers Sears label products, which
are designed and directly sourced by Sears Canada, and also
of-the-moment fashion and designer labels at 30-60% less in The Cut
@Sears.  Sears Canada also has a top ranked mattress business in
Canada, and the number one appliance business in Canada.

Sears Canada -- http://www.sears.ca/reinvention-- is undergoing a
reinvention , including new customer experiences at every
touchpoint, a new e-commerce platform, new store concepts, and a
new set of customer service principals designed to deliver WOW
experiences to customers.

At present, Sears Canada operates 95 department stores, 29 Sears
Home stores, 71 Hometown stores, 16 Outlet stores, 69 Sears Travel
offices, and 32 Corbeil appliance stores.

As of June 13, 2017, ESL Investments, Inc., and investment
affiliates including Edward S. Lampert, collectively "ESL", was the
beneficial holder of 46,162,515 common shares, representing
approximately 45.3% of the Company's total outstanding common
shares.  Sears Holdings Corp. was the beneficial holder of
11,962,391 common shares, representing approximately 11.7% of the
Company's total outstanding common shares.

The company posted a net loss of CA$144.4 million in the first
quarter ended April 29, 2017, compared to CA$63.6 million in the
first quarter of 2016.  Total revenue was CA$505.5 million in the
13 weeks ended April 29, 2017, a 15.2% decrease from the first
quarter of 2016.

As of April 29, 2017, the Company had total assets of CA$1.187
billion, and total liabilities of CA$1.108 billion.

"The Company continues to face a very challenging environment with
recurring operating losses and negative cash flows from operating
activities. The ability of the Company to continue as a going
concern is dependent on the Company's ability to obtain additional
sources of liquidity in order to implement its business plan. Based
on management's current assessment, cash and forecasted cash flows
from operations are not expected to be sufficient to meet
obligations coming due over the next twelve months from the
issuance of the Q1 2017 financial statements," Sears Canada said in
documents attached to its first quarter 2017 financial statements.


SEARS CANADA: Posts C$144M Loss, Says There's Going Concern Doubt
-----------------------------------------------------------------
Sears Canada said June 13, 2017, there is "significant doubt" about
its future and that it lost C$144.4 million in the 13 weeks ended
April 29, 2017, more than double what it was a year ago.

"The Company continues to face a very challenging environment with
recurring operating losses and negative cash flows from operating
activities.  The ability of the Company to continue as a going
concern is dependent on the Company's ability to obtain additional
sources of liquidity in order to implement its business plan. Based
on management's current assessment, cash and forecasted cash flows
from operations are not expected to be sufficient to meet
obligations coming due over the next 12 months.  Accordingly, those
and other conditions raise significant doubt as to the Company's
ability to continue as a going concern," Sears Canada said in a
filing explaining its fiscal first quarter 2017 financial
statements.

"As a result of the Company's financial position and related
significant doubt about the Company's ability to continue to
operate on a going concern basis, the Board of Directors of the
Company is considering various strategic alternatives, including a
financial restructuring or sale, and has established a special
committee of the Board, comprised of independent directors, to
assist the Board in doing so. There can be no assurance that the
Company will be able to implement any of these strategic
alternatives or that any strategic alternative will improve the
financial position of the Company and enable it to continue as a
going concern."

According to the Company, these conditions raise significant doubt
as to the Company's ability to continue as a going concern:

   * In order to address the need for additional liquidity, the
Company had expected to be able to borrow up to an additional
$175.0 million (secured against its owned and leased real estate)
as part of the second tranche of the Term Credit Agreement.  Based
on the status of negotiations with the lenders as of the date of
the approval of the Q1 2017 financial statements, the amount that
the Company expects to borrow under the second tranche has been
reduced to an amount up to $109.1 million (before transaction
fees).

   * Alternative sources of liquidity (through real estate
monetizations, asset sales or otherwise) may not be available in a
timely manner.

The Company said it continues to face a very challenging
environment with recurring operating losses and negative cash flows
from operating activities in the last five fiscal years, with net
losses beginning in 2014.

The company posted a net loss of C$144.4 million in the first
quarter ended April 29, 2017, up 127% from a net loss of C$63.6
million in Q1 of 2016.  

Total revenue was C$505.5 million in the 13 weeks ended April 29,
2017, a 15.2% decrease from the first quarter of 2016.  Total same
store sales was C$411.5 million in Q1 2017, a 2.9% increase from
Q1 2016.  The difference between this decline and the same stores
sales increase of 2.9% was primarily due to the decline in revenues
in the Company's Direct business, a result of (1) a planned and
significant reduction in catalogues versus last year in response to
lower customer demand, (2) some products not being available on the
new website during the period while back-end logistics technology
was under development and (3) a planned decline in the number of
merchandise pick-up locations to reduce costs.

As of April 29, 2017, the Company had total assets of C$1.187
billion, and total liabilities of C$1.108 billion.

Sears Canada ended the fiscal 2017 first quarter with cash of
$164.4 million compared to $235.8 million at the end of the fourth
quarter last year.  The current cash position includes $125.0
million (before transaction fees) from the first tranche of the up
to $300.0 million previously announced term loan and $57.0 million
net proceeds from real estate transactions closed during the first
quarter this year. On June 5, 2017, the Company drew $33 million
under its existing revolving credit facility, which was effectively
the maximum amount available to be drawn under that facility on
that date

The Company has been working on a transformation and brand
reinvention.  In the past year, the Company believes it has made
substantial progress in regaining confidence from Canadian
consumers as evidenced by its increased same store sales.  The
Company recently commenced a process to address its liquidity
situation and to source and structure financial solutions and
strategic alternatives to continue to finance its business and
preserve and grow its franchise and brand reinvention. Such
alternatives may include a financial restructuring or sale of the
Company.  A special committee of the Board of Directors has been
established, comprised of independent directors, to assist the
Board of Directors with this process.  In order to assist the
Company with this process, it has retained BMO Capital Markets, as
a financial advisor, and Osler, Hoskin & Harcourt LLP, as a legal
advisor.

Sears Canada's latest financial statements can be accessed at
https://is.gd/W7QUA0

                        About Sears Canada

Sears Canada Inc. (TSX: SCC; NASDAQ: SRSC) is an independent
Canadian online and store retailer whose head office is based in
Toronto.  Sears Canada offers consumers Sears label products, which
are designed and directly sourced by Sears Canada, and also
of-the-moment fashion and designer labels at 30% to 60% less in The
Cut @Sears.  Sears Canada also has a top ranked mattress business
in Canada, and the number one appliance business in Canada.  Sears
Canada -- http://www.sears.ca/reinvention-- is undergoing a
reinvention , including new customer experiences at every
touchpoint, a new e-commerce platform, new store concepts, and a
new set of customer service principals designed to deliver WOW
experiences to customers.

At present, Sears Canada operates 95 department stores, 29 Sears
Home stores, 71 Hometown stores, 16 Outlet stores, 69 Sears Travel
offices, and 32 Corbeil appliance stores.

As of June 13, 2017, ESL Investments, Inc., and investment
affiliates including Edward S. Lampert, collectively "ESL", was the
beneficial holder of 46,162,515 common shares, representing
approximately 45.3% of the Company's total outstanding common
shares.  Sears Holdings Corp. was the beneficial holder of
11,962,391 common shares, representing approximately 11.7% of the
Company's total outstanding common shares.


SEARS CANADA: Reportedly Preparing to Seek Creditor Protection
--------------------------------------------------------------
Sears Canada Inc., is preparing to seek court protection from
creditors in the coming weeks, Bloomberg News reports, citing
people familiar with the matter.

The court filing will likely lead to a liquidation, with the
business sold off in pieces, said one of the people, according to
Bloomberg.  The company's most valuable assets are real estate, but
many of its locations are in lower-end shopping centers.  That
makes it difficult to sell them to a single buyer, the person
said.

According to Bloomberg, as in the U.S., Canadians are increasingly
shopping online and shifting more spending toward experiences --
rather than apparel and other department-store fare.  Sears also
has had to contend with homegrown competitors, such as Canadian
Tire Corp. and Hudson's Bay Co.

                       About Sears Canada

Sears Canada Inc. (TSX: SCC; NASDAQ: SRSC) is an independent
Canadian online and store retailer whose head office is based in
Toronto.  Sears Canada offers consumers Sears label products, which
are designed and directly sourced by Sears Canada, and also
of-the-moment fashion and designer labels at 30% to 60% less in The
Cut @Sears.  Sears Canada also has a top ranked mattress business
in Canada, and the number one appliance business in Canada.  

Sears Canada -- http://www.sears.ca/reinvention-- is undergoing a
reinvention , including new customer experiences at every
touchpoint, a new e-commerce platform, new store concepts, and a
new set of customer service principals designed to deliver WOW
experiences to customers.

As of June 13, 2017, ESL Investments, Inc., and investment
affiliates including Edward S. Lampert, collectively "ESL", was the
beneficial holder of 46,162,515 common shares, representing
approximately 45.3% of the Company's total outstanding common
shares.  Sears Holdings Corp. was the beneficial holder of
11,962,391 common shares, representing approximately 11.7% of the
Company's total outstanding common shares.

The company posted a net loss of C$144.4 million in the first
quarter ended April 29, 2017, compared to C$63.6 million in the
first quarter of 2016.  Total revenue was C$505.5 million in the 13
weeks ended April 29, 2017, a 15.2% decrease from the first quarter
of 2016.

As of April 29, 2017, the Company had total assets of C$1.187
billion, and total liabilities of C$1.108 billion.

"The Company continues to face a very challenging environment with
recurring operating losses and negative cash flows from operating
activities. The ability of the Company to continue as a going
concern is dependent on the Company's ability to obtain additional
sources of liquidity in order to implement its business plan. Based
on management's current assessment, cash and forecasted cash flows
from operations are not expected to be sufficient to meet
obligations coming due over the next twelve months from the
issuance of the Q1 2017 financial statements," Sears Canada said in
documents attached to its first quarter 2017 financial statements.


SOLID LANDINGS: Taps Levene Neale as Legal Counsel
--------------------------------------------------
Solid Landings Behavioral Health, Inc. seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire
Levene, Neale, Bender, Yoo & Brill LLP.

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, assisting them in obtaining financing,
conducting examinations of witnesses, and assisting them in the
preparation of a bankruptcy plan.

The hourly rates charged by the firm for the services of its
attorneys range from $375 to $595.  Paraprofessionals charge $250
per hour.

Levene received a retainer from the Debtors in the amount of
$174,000 prior to their bankruptcy filing.

Juliet Oh, Esq., a partner at Levene, disclosed in a court filing
that her firm is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code.

The firm can be reached through:

     David L. Neale, Esq.
     Levene, Neale, Bender, Yoo & Brill LLP
     10250 Constellation Blvd Ste 1700
     Los Angeles, CA 90067
     Tel: 310-229-1234
     Fax: 310-229-1244
     Email: dln@lnbyb.com

          - and -

     Juliet Y Oh, Esq.
     Levene, Neale, Bender, Yoo & Brill LLP
     10250 Constellation Blvd Ste 1700
     Los Angeles, CA 90067
     Tel: 310-229-1234
     Email: jyo@lnbrb.com

                       About Solid Landings

Solid Landings Behavioral Health, Inc., and 4 affiliates sought
Chapter 11 protection (Bankr. C.D. Cal. Lead Case No. 17-12213) on
June 1, 2017, with a deal to sell substantially all assets to
Alpine Pacific Capital, LLC, for $9.05 million, subject to
overbid.

The debtor-affiliates are Cedar Creek Recovery, Inc., EMS
Toxicology, Silver Rock Recovery and Sure Haven, Inc.

Katie S. Goodman, chief restructuring officer, signed the
petitions.   At the time of the filing, the Debtors disclosed
$63,070 in assets and $10.87 million in liabilities.

Judge Catherine E. Bauer presides over the case.  GGG Partners,
LLC, is the Debtors' financial advisor.

The Debtors are providers of individualized 12-step and alternative
treatment programs for people suffering from substance abuse and
mental health disorders, with facilities located in California,
Nevada, and Texas.  The "Solid Landings" brand was created in 2009,
when the Debtors' shareholders opened their first sober living
residence in Costa Mesa, California, which residence was operated
by Sure Haven.

Solid Landings serves as the corporate arm of the Debtors'
enterprise, and operates the corporate office located in Costa
Mesa, California.  EMS Toxicology operates a clinical laboratory
facility located in Las Vegas, Nevada.  The remaining three Debtors
(i.e., Cedar Creek, Silver Rock, and Sure Haven) operate a total of
10 residential, inpatient, outpatient, and sober living facilities
-- specifically, Cedar Creek operates a residential treatment
facility located in Manor, Texas; Silver Rock operates one
outpatient treatment facility and one inpatient treatment facility,
both located in Las Vegas, Nevada; and Sure Haven operates five
residential treatment facilities, one outpatient treatment
facility, and one sober living facility.


SQUARETWO FINANCIAL: Modified Plan Declared Effective on June 15
----------------------------------------------------------------
BankruptcyData.com reported that SquareTwo Financial's Modified
Joint Prepackaged Chapter 11 Plan of Reorganization became
effective on June 15, 2017, and the Company emerged from Chapter 11
protection. The Court confirmed the Plan on June 9, 2017.  As
previously reported, "The Plan provides for the comprehensive
settlement of Claims and controversies against the Debtors.
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 . . . . After the Effective Date,
the Plan Investor shall return to Wind Down Co any cash or cash
equivalents pledged to secure surety bonds, letters of credit and
other deposits outstanding as of the Effective Date. 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."

                   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.


SUBMARINA INC: Trustee Selling All Franchise Assets for $500K
-------------------------------------------------------------
W. Donald Gieseke, the Chapter 11 trustee for Submarina, Inc., asks
the U.S. Bankruptcy Court for the District of Nevada to authorize
bidding procedures in connection with the sale of substantially all
of the Debtor's franchise related assets to Sinelli Concepts
International, Inc., or its assignee for $500,000, subject to
overbid.

The Debtor's Amended Schedule D, filed Dec. 12, 2012 at ECF No. 26,
lists these Secured Claims, which relate to the corresponding
proofs of claim ("POC") filed against Debtor's estate:

   a. Great America Leasing is listed as having a secured claim in
an unknown amount related to a lease of computers/server.  The
Trustee is informed and believes the Debtor returned the collateral
to Great American Leasing.  Thus, any related secured claim of
Great America Leasing related to this item has either been
satisfied, or is disputed.

   b. Great America Leasing, with a secured claim of $6,513 related
to a lease of a phone system.

   c. Subbros, Inc., a scheduled secured claim of $250,615 related
to "area developer rights purchased from Subbros."

   d. On March 4, 2013, Marie Zeller filed POC 19-1, asserting a
secured claim in the amount of $431,152, for a "judgment based on
money lent and unpaid wages."  While the Zeller POC attaches an
Amended Judgment dated July 10, 2012, in the amount of $413,457, it
does not appear this judgment was ever recorded or properly
perfected.  Thus, it appears any claim related to the Zeller POC
appears to be an unsecured claim.  The secured status of the Zeller
POC is disputed.

Since appointment, the Trustee has (among other things) engaged in
discussions with the Debtor's former management, franchisees of the
Debtor, potential purchasers of the Debtor's assets, and other
interested parties in the Bankruptcy Case.  He has determined, in
its business judgment, that the sale of substantially all of the
Debtor's franchise related assets is the best avenue to maximize
returns to creditors, limit the ongoing litigation between the
Debtor and its franchisees and the related claims against the
estate, and provides the greatest opportunity for the future
success of the business and its franchisees.

After appointment, the Trustee identified and contacted several
potential purchasers and invited these parties to make a
presentation to the Debtor's franchisees.  These presentations took
place between April 12, 2017 and April 18, 2017.  At the close of
presentations, the Trustee invited the franchisees to submit
comments and invited the potential purchasers to make offers.

On May 3, 2017, the Trustee received a proposal from the Proposed
Buyer to purchase certain assets of the Debtor.  The Trustee has
continued to negotiate with the Proposed Buyer and the Motion, and
the sale proposed, is a product of those negotiations.  The Trustee
has also engaged in discussions with potential alternative
purchasers and believes a sale of substantially all of the Debtor's
franchise related assets may produce an active auction environment.


The salient terms of the APA are:

   a. Purchase Price: $500,000

   b. Assets to be Sold, including Avoidance Actions: The Purchased
Assets in the APA include, the Debtor's: (i) Intellectual Property
(including Trademarks and Copyrights); (ii) telephone numbers,
URLs, Domain Names, social media accounts; (iii)  Trade Secrets;
(iv) all Franchise Agreements listed on Schedule 2.1(d) of the APA;
(5) the Debtor's Accounts Receivable arising out of any Assumed
Contract or Assumed Franchise Agreement, including those listed on
Schedule 2.1(h) of the APA; (v) all goodwill and other intangible
assets, including the goodwill associated with the Debtor's
Intellectual Property; (vi) all Documents related to the Purchased
Assets; and (vii) all Causes of Action, demands, and judgments
listed on Schedule 2.1(h); all Causes of Action directly related to
any preClosing breach of an Assumed Contract and/or Assumed
Franchise Agreement; and all Avoidance Actions against a SUBMARINA
Franchisee of an Assumed Franchise Agreement.

   c. Assumption and Assignment of Certain Contracts and Franchise
Agreements: The APA includes a list of the executory contracts and
leases, including the franchise agreements, that are proposed to be
assumed and assigned to the Purchaser as part of the proposed sale.
Any counterparty to a Contract or Franchise Agreement included on
the Assumed Contract List will have until July 10, 2017 to file any
objection.

   d. Closing: No time later than 30 calendar days following the
Sale Order becoming a Final Order

   e. Representations and Warranties of Seller: The Purchased
Assets are being sold "as is" and "with all faults."

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

        http://bankrupt.com/misc/SUBMARINA_INC_651_Sales.pdf

The Trustee proposes to sell the Assets free and clear of liens,
claims and encumbrances and assume and assign certain executory
contracts in connection with the Sale.  He proposes an auction
process to provide an opportunity for parties to bid on the
Debtor's assets.  The proposed Bidding Procedures are designed to
provide the Trustee with the flexibility necessary to allow him to
maximize the value of the Debtor's assets.

The salient terms of the Bidding Procedures are:

   a. Bid Deadline: July 5, 2017

   b. Good Faith Deposit: $25,000

   c. Minimum Overbid: $500,000 purchase price in the Stalking
Horse Bid plus $25,000

   d. Auction: The Trustee proposes the Auction take place at the
Court on July 12, 2017, at 9:30 a.m. (PST)

   e. Bid Increments: $10,000

   f. Bid Protection: $15,000

   g. Final Sale Hearing: July 12, 2017 at 9:30 a.m.

   h. Closing: 30 days after the Sale Hearing

The Trustee believes that the Proposed Buyer should be reimbursed
(up to a maximum of $15,000) for its efforts in creating what is
anticipated to be an active auction environment.

The Trustee submits a prompt sale is important to preserve the
value of the Debtor's operations as a going concern, safeguard the
assignability of its current franchise agreements (some of which
expire soon), and ensure that existing franchisees have the support
needed to continue viable operations at the franchisee level.
Given the prolonged dispute between Submarina and its franchisees
and the Debtor's limited cashflow to continue operations for
substantially longer, the Trustee is requesting the Motion be heard
promptly and on shortened time if necessary.  The Trustee proposes
the hearing on this matter be held on July 12, 2017 at 9:30 a.m.,
or as soon thereafter as reasonably practicable.

The Trustee asks that, upon entry of the Sale Order, the Court
waives the 14-day stay requirements of Bankruptcy Rules 6004(h) and
6006(d).

The Purchaser:

          SINELLI CONCEPTS INTERNATIONAL, INC.
          4621 Watauga Road
          Dallas, TX 75202
          Attn: Jeff Sinelli
          E-mail: jeffreysinelli@yahoo.com

The Purchaser is represented by:

          Michelle Shriro, Esq.
          SINGER & LEVICK, P.C.
          16200 Addison Road
          Suite 140
          Addison, TX 75001
          Facsimile: (972) 380-5748
          E-mail: mshriro@singerlevick.com

                       About Submarina Inc.

Submarina Inc., a franchisor of submarine sandwich restaurants,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Nev. Case No. 12-22097) on Oct. 25, 2012.  The petition was
signed by Bruce N. Rosenthal, president and CEO.  At the time of
the filing, the Debtor estimated its assets and debt at $1,000,001
to $10,000,000.  The case is assigned to Judge Mike K. Nakagawa.
The Debtor is represented by Matthew L. Johnson, Esq., and Russell
G. Gubler, Esq., at Johnson & Gubler, P.C.  

Kerensa Investment Fund 1, LLC, an investment entity whose only
asset of value is the ownership of 2,198,958 shares of Submarina
stock, filed a Chapter 11 petition on Sept. 9, 2011 (Bankr. D. Nev.
Case No. 11-24352).  At the time of filing, the Debtor estimated
$1,000,001 to $10,000,000 in assets and $100,001 to $500,000 in
debt.

On Feb. 8, 2017, W. Donald Gieseke was appointed, and remains, the
duly acting Chapter 11 Trustee for Submarina.

Shelley D. Krohn is the Chapter 11 Trustee for Kerensa Investment
Fund.

Attorney for Chapter 11 Trustee W. Donald Gieseke:

          L. Edward Humphrey, Esq.
          HUMPHREY LAW PLLC
          201 West Liberty Street, Suite 204
          Reno, Nevada 89501
          Tel: 775-420-3500
          Fax: 855-485-6329
          E-mail: ed@hlawnv.com


SUNEDISON INC: Plan Approval Hearing on July 20, Votes Due July 13
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the adequacy of the first amended disclosure statement
explaining the first amended joint Chapter 11 plan of
reorganization of SunEdison Inc. and its debtor-affiliates.

Only creditors who hold claims in classes 1A and 1B second lien
claims, and 4A to 4E general unsecured claims are entitled to vote
on the Debtors' plan.  All votes to accept or reject the Debtors'
plan must be received by the claims and solicitation agent by no
later than 4:00 p.m. (prevailing Eastern Time) on July 13, 2017.

A hearing to consider confirmation of the Debtors' plan will be
held before the Hon. Stuart M. Bernstein in the Bankruptcy Court,
One Bowling Green, Courtroom 723, New York, New York, on July 20,
2017, at 10:00 a.m. (prevailing Eastern Time).

As reported by the Troubled Company Reporter on June 20, 2017,
SunEdison has filed with the Bankruptcy Court 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 the disclosure statement filed June 7.

A copy of the first amended disclosure statement is available for
free at https://is.gd/fZb7rD

The TCR, citing a report by Alex Wolf at Bankruptcy Law360,
reported on May 23, 2017, that SunEdison attorneys have told the
Bankruptcy Court that they have resolved several objections to
SunEdison's Chapter 11 plan disclosures and reached an agreement
with key creditors.  The Debtors, the Tranche B Lenders/Steering
Committee, the Second Lien Defendants, BOKF, N.A, and the Official
Committee of Unsecured Creditors engaged in mediation led by Chief
Judge Cecilia G. Morris in an effort to resolve the several
outstanding issues between the parties.  The Plan and Disclosure
Statement have been revised to reflect the settlement.

                      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.


SWITCH LTD: Credit Facility Upsize No impact on Moody's B1 CFR
--------------------------------------------------------------
Moody's Investors Service says Switch, Ltd.'s plan to increase its
term loan to $600 million from $500 million and revolver to $500
million from $450 million does not impact its B1 corporate family
rating ("CFR"), the stable outlook, or other instrument ratings.
Moody's views the transaction as credit positive because it
improves liquidity by increasing revolver availability. Due to the
$100 million term loan and $50 million revolver increase, Moody's
now expects Switch to have about $350 million available on its $500
million revolving credit facility following the transaction close.
Moody's still expects Switch to have leverage of around 4.6x
(Moody's adjusted) at year end 2017 and 4.5x at year end 2018.

Switch's B1 CFR reflects its strong growth profile and high margins
and the company's market position operating some of the world's
largest data centers providing retail colocation and
interconnection services. These factors are offset by the company's
small scale, moderately high leverage and negative free cash flow
resulting from the high capital intensity required to support
growth. Moody's expects Switch to have negative free cash flow for
at least the next two years due to the capital investments to
support growth. The rating is also supported by the company's
growing base of contracted recurring revenues, its patent protected
technology, innovative data center design concepts and value
proposition that differentiate itself from competitors, its strong
network footprint and the favorable near-term growth trends for
data center services across the world. In addition, the company has
a solid asset base relative to its debt load and owns the majority
of its assets, which should allow for significant operating
leverage as the business scales.

The B1 rating could be upgraded if leverage was sustained below
4.5x (Moody's adjusted) and free cash flow was positive, both on a
sustainable basis. The rating could be downgraded if liquidity
deteriorates or if leverage is sustained above 5.5x (Moody's
adjusted).

Switch, Ltd. provides colocation space and related services to
global enterprises, financial companies, government agencies, and
others that conduct critical business on the internet. The company
operates 9 data centers as of June 2017.


T3M INC: Seeks to Hire Arent Fox as Legal Counsel
-------------------------------------------------
T3M Inc. seeks approval from the U.S. Bankruptcy Court for the
Central District of California to hire legal counsel.

The Debtor proposes to hire Arent Fox LLP to give legal advice
regarding the requirements of the Bankruptcy Code, and provide
other legal services related to its Chapter 11 case.

The principal attorneys and paraprofessional designated to
represent the Debtor and their hourly rates are:

     Aram Ordubegian        $655
     M. Douglas Flahaut     $515
     Yvonne Li              $165

Prior to the Debtor's bankruptcy filing, Arent Fox received a
retainer of $100,000.  The firm will receive an additional retainer
in the amount of $50,000 six months after the petition date.

Aram Ordubegian, Esq., a partner at Arent Fox, disclosed in a court
filing that the firm's attorneys are "disinterested" as defined in
section 101(14) of the Bankruptcy Code.

Arent Fox can be reached through:

     Aram Ordubegian, Esq.
     M. Douglas Flahaut, Esq.
     Arent Fox LLP
     555 West 5th St., 48th Floor
     Los Angeles, CA 90013-1065
     Tel: 213-629-7410
     Fax: 213-629-7401
     Email: aram.ordubegian@arentfox.com
     Email: douglas.flahaut@arentfox.com

                         About T3M Inc.

T3M Inc. sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. C.D. Calif. Case No. 17-14082) on May 15, 2017.  Mi
"Michael" Zhang, president, signed the petition.  

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

Judge Scott H. Yun presides over the case.  LKP Global Law LLP is
the Debtor's special litigation counsel.          

Founded in 2006 in Costa Mesa, California, and previously known as
T3 Motion, Inc., the Debtor designs, manufactures and markets
personal mobility vehicles powered by electric motors to the
professional and consumer markets.  Its initial product is the T3
Series, a three wheel, electric stand-up vehicle powered by a
quiet, zero-gas emission electric motor that is designed
specifically for public and private security personnel.  

Substantially all of the Debtor's revenues to date have been
derived from sales of and service related to the T3 Series ESVs and
related accessories.

On March 8, 2017, the Debtor's Certificate for Revival of Charter
filed with the Delaware Secretary of State on Feb. 22, 2017, became
effective, and accordingly, its name changed from "T3 Motion, Inc."
to "T3M Inc."


TCC GENERAL: Premium Finance Agreement With AFCO Acceptance OK'd
----------------------------------------------------------------
The Hon. Sheri Bluebond of the U.S. Bankruptcy Court for the
Central District of California has approved TCC General
Contracting, Inc.'s premium finance agreement with respect to
payment and security for AFCO Acceptance Corp.

The Debtor sought the Court's permission to enter into premium
finance agreement with AFCO Credit Corporation to finance insurance
policy which seeks authorization for the Debtor to enter into the
AFCO Agreement.

AFCO Acceptance is granted a first and only priority security
interest in: (1) any and all unearned premiums and dividends which
may become payable under the financed insurance policies for
whatever reason and (2) loss payments which reduce the unearned
premiums, subject to any mortgagee or loss payee interests.

The Debtor is directed to pay AFCO Acceptance all sums due pursuant
to the AFCO Agreement.

The Debtor maintains various insurances including general liability
insurance.  The expiration date of the current policy is June 13,
2017.  The Debtor has tried for more than a month to obtain general
liability coverage but without Success.  The Debtor was turned down
by more than ten carriers due to the Chapter 11 case.

The Debtor has obtained a carrier, Kinsale Insurance Company, which
will issue a general liability policy to the Debtor.  However, the
carrier requires that its annual premium, $13,761, be paid in
advance.  The Debtor cannot divert $13,76I from its operating funds
for this purpose.  The Debtor sought approval to enter into a
premium financing contract.  The Debtor must maintain a general
liability policy.

Copies of the court order and the motion are available at:

           http://bankrupt.com/misc/cacb16-18301-166.pdf
           http://bankrupt.com/misc/cacb16-18301-162.pdf

                   About TCC General Contracting

TCC General Contracting, Inc., operates a water and fire
restoration company in Lancaster, California.  It employs 30
employees and, based on gross revenues year to date, would realize
gross revenues of perhaps $3.3 million.  It filed for Chapter 11
bankruptcy protection (Bankr. C.D. Cal. Case No. 16-18301) on June
22, 2016.  The bankruptcy petition was signed by Thomas C. Conroy
IV, president.

The Debtor is represented by Steven R. Fox, Esq., at the Law
Offices of Steven R. Fox.  The case is assigned to Judge Sheri
Bluebond.

The Debtor estimated assets and debt at $500,000 to $1,000,000.


TESORO CORP: Moody's Hikes Rating on Sr. Unsec. Notes to Ba1
------------------------------------------------------------
Moody's Investors Service upgraded Tesoro Corporation's senior
unsecured notes to Ba1 from Ba2 following the security fall-away
event at its $3 billion revolving credit facility due 2020.
Tesoro's Ba1 Corporate Family Rating (CFR) and Ba1-PD Probability
of Default Rating (PDR) were affirmed. The Speculative Grade
Liquidity Rating was upgraded to SGL-1 from SGL-2 The outlook
remains positive.

Issuer: Tesoro Corporation

Affirmations:

-- Probability of Default Rating, Affirmed Ba1-PD

-- Corporate Family Rating, Affirmed Ba1

Upgrades:

-- Senior Unsecured Regular Bond/Debentures, Upgraded to Ba1 (LGD

    4) from Ba2 (LGD 4)

-- Speculative Grade Liquidity Rating, Upgraded to SGL-1 from
    SGL-2

Outlook Actions:

-- Outlook, Remains Positive

RATING RATIONALE

Tesoro's senior unsecured notes were upgraded to Ba1, at the same
level as the Ba1 Corporate Family Rating, because there is no
longer any contractual subordination to its $3 billion revolving
bank credit facility. The Ba1 rating on Tesoro's senior notes
reflects the now unsecured nature of the company's revolver. The
revolver contained a security fall away provision in the event
Tesoro achieved an investment grade rating from either Moody's or
Standard and Poor's. The latter rating agency raised Tesoro's
ratings to investment grade on June 2, 2017 triggering the event,
which is irreversible. Tesoro completed the technicalities
pertaining to the falling away of the security subsequently. The
credit facility and the senior notes are now pari passu.

Tesoro's Ba1 CFR reflects its large and diversified refining
portfolio focused on the US West Coast and Midcontinent region,
with meaningful logistics and retail assets that are well
integrated into its refining system. On June 1, 2017, Tesoro
completed the acquisition of Western Refining, Inc. (WNR, unrated)
and its subsidiary, Northern Tier Energy, LLC (NTI, unrated).
Tesoro's distributions from Tesoro Logistics LP (TLLP) have become
meaningful as TLLP has grown. The company benefits from a very good
liquidity profile and sound financial policy considering the
inherent cyclicality and volatility in the refining sector and a
rising capital spending program. The ratings are constrained, to
some extent, by the integration risk related to the acquisition of
WNR. Tesoro also has significant crude distillation capacity
concentrated in California, where it faces a strict regulatory
environment despite the West Coast crack spreads which Moody's
expects will be more favorable in 2017 relative to elsewhere in the
US.

The acquisition of WNR is overall a credit positive for Tesoro
despite the modest increase in leverage. Moody's expects Tesoro's
consolidated debt to EBITDA to remain under 2.75x in 2017. The
acquisition provides strategic benefits, including increased scale
and crude sourcing advantages, exposure to PADD II and PADD III
markets with associated logistics assets serving existing WNR
refineries, and a potentially material amount of commercial,
operational, and financial synergies. Nonetheless, the achievement
of synergies would not be immediate and entails integration and
execution risk.

Tesoro's SGL-1 rating reflects its very good liquidity profile,
based on the company's expected free cash flow generation through
2018 and healthy cash balances. Pro forma for the WNR acquisition,
as of March 31, 2017, Tesoro had $2.4 billion in cash (excluding
cash at the midstream MLPs). The company has nearly full
availability under its $3 billion unsecured revolving credit
facility due September 2020. Concurrently with TSO achieving an
investment grade rating from Standard & Poor's, the revolving
credit facility became unsecured as per the facility's security
fall away provision and is not subject to a security spring back
provision should the company be rated non-investment grade in the
future. Additionally, the revolver is no longer subject to an
interest coverage covenant and the debt/capitalization covenant
changed to a net debt/capitalization with a higher allowance of
60%. The company is expected to easily comply with this covenant
for the foreseeable future. Availability under the revolver is not
subject to borrowing base redeterminations. Tesoro has an ongoing
annual dividend, which is likely to increase following the close of
the mostly-stock acquisition of WNR. In addition, Tesoro has
increased its share repurchase program authorization to $2 billion.
Tesoro's next upcoming debt maturity is October 1, 2017 when $450
million of unsecured notes come due.

The positive outlook reflects Moody's expectation that Tesoro will
generate good levels of free cash flow, aided by meaningful and
increasing contributions from TLLP and WNRL, to support improved
credit metrics, while also balancing returning excess cash flow to
shareholders. The ratings could be upgraded if the company starts
demonstrating evidence of successful integration and if it is
expected to sustain consolidated leverage below 2.5x beyond 2017.
The combined company needs to show continuation of relatively
conservative financial philosophy, which balances targeting
supportive credit metrics and returning excess cash to
shareholders. The ratings could be downgraded if the integration
leads to material operational disruption. Tesoro's ratings could
also be negatively impacted as a result of materially increased
leverage (resulting in retained cash flow to debt sustained below
10%, outside of a short term cyclical low) arising from any
combination of significant unscheduled downtime, weaker than
expected liquidity, or additional debt funded acquisitions or share
repurchases.

Tesoro Corporation is an independent US refining and marketing
company headquartered in San Antonio, Texas.

The principal methodology used in these ratings was Refining and
Marketing Industry published in November 2016.


TSAWD HOLDINGS: Exclusive Plan Filing Period Extended to Sept. 5
----------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware has extended, at the behest of TSAWD Holdings,
Inc., et al., the Debtors' exclusive periods for filing a Chapter
11 plan and soliciting acceptances to that plan through and
including Sept. 5 and Nov. 2, 2017, respectively.

As reported by the Troubled Company Reporter on June 6, 2017, the
Debtors asked for the extension so they may be afforded sufficient
time to finish reconciliations and other post-closing
administrative tasks related to their asset sales that commenced
upon entry of the court order approving the Debtors' settlement
with its prepetition term loan agent.  Following this process, the
Debtors will evaluate their assets and administrative liabilities,
on a Debtor-by-Debtor basis, in order to determine if any plan is
feasible with respect to one or more of the Debtors.  The Debtors
believe that it is appropriate to maintain the Exclusive Periods so
as to reduce any administrative expenses that may be incurred in
connection with any competing plans that are filed before it can be
determined whether any chapter 11 plan can be confirmed and, if so,
which Debtors have the ability to do so.

                    About TSAWD Holdings Inc.

TSAWD Holdings Inc., formerly known as Sports Authority Holdings,
and its affiliates are sporting goods retailers with roots dating
back to 1928.  The Debtors currently operate 464 stores and five
distribution centers across 40 U.S. states and Puerto Rico.  The
Debtors offer a broad selection of goods from a wide array of
household and specialty brands, including Adidas, Asics, Brooks,
Columbia, FitBit, Hanesbrands, Icon Health and Fitness, Nike, The
North Face, and Under Armour, in addition to their own private
label brands.  The Debtors employ 13,000 people.

TSAWD and six of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-10527 to 16-10533) on
March 2, 2016.  The petitions were signed by Michael E. Foss
as chairman and chief executive officer.

The Debtors have engaged Robert A. Klyman, Esq., Matthew J.
Williams, Esq., Jeremy L. Graves, Esq., and Sabina Jacobs, Esq.,
at Gibson, Dunn & Crutcher LLP as general counsel; Michael R.
Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor, LLP as co-counsel;
Rothschild Inc. as investment banker; FTI Consulting, Inc.,
as financial advisor; and Kurtzman Carson Consultants LLC
as notice, claims, solicitation, balloting and tabulation agent.

Andrew Vara, Acting U.S. trustee for Region 3, appointed seven
creditors of Sports Authority Holdings Inc. to serve on the
official committee of unsecured creditors.  Lawyers at Pachulski
Stang Ziehl & Jones LLP represent the Official Committee of
Unsecured Creditors.

                      *     *     *

In May 2016, the Delaware Court allowed Sports Authority to
Proceed with the liquidation of all of its roughly 450 stores
across the country after the Debtors resolved or beat out
about 100 objections to the sale.  Judge Mary F. Walrath
approved an agreement for a joint venture of Gordon Brothers
Retail Partners LLC, Hilco Merchant Resources LLC and Tiger
Capital Group LLC to conduct going out of business sales.  
The Joint Venture won an auction for the Debtors' inventory.  
The Debtors failed to obtain a winning going-concern bid at
a May 17, 2016 auction.

In July 2016, Judge Walrath approved the sale of the Debtors'
intellectual property and more than two dozens of property leases
to Dick's Sporting Goods Inc.  A Wall Street Journal report,
citing anonymous sources, said Dick's bid was for $15 million.


TURNING LEAF: Hires Douglas Harmon as Accountant
------------------------------------------------
Turning Leaf Homes V LLC seeks authorization from the U.S.
Bankruptcy Court for the District Oregon to employ R. Nikki
Douglass-Harmon of Douglass Harmon CPA LLC as accountant.

The Debtor requires Ms. Douglass-Harmon to assist in all purposes
related to monthly 2015 report preparation and completion of its
tax returns.

Douglass Harmon will be paid at these hourly rates:
    
       R. Nikki Douglass-Harmon, CPA                 $206
       Kalie R. Douglas, Bookkeeper                  $115
       Michelle E. Corcoran, Accounting Assistant    $80

Douglass Harmon will also be reimbursed for reasonable
out-of-pocket expenses incurred.

R. Nikki Douglass-Harmon, managing partner of Douglass-Harmon CPA
LLC, assured the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtor and its
estate.

Douglass-Harmon can be reached at:
       
       R. Nikki Douglass-Harmon
       Douglass-Harmon CPA, LLC
       113 Northwest Third Avenue
       Canby, OR 97013
       Tel: (503)266-2272
       Fax: (503)263-6024
       E-mail: douglasscpa@canby.com

                       About Turning Leaf Homes V

Based in Portland, Oregon, Turning Leaf Homes V, LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D.
Ore. Case No. 17-31944) on May 23, 2017.  Tracey Baron, the
manager, signed the petition.  

At the time of the filing, the Debtor estimated its assets at
$1 million to $10 million and debts at $10 million to $50 million.


Judge Trish M. Brown presides over the case.  Michael D. O'Brien,
Esq., and Theodore J. Piteo, Esq., at Michael D. O'Brien &
Associates, P.C. serve as counsel of the Debtor.


VANGUARD HEALTHCARE: Seeks to Hire Several Firms as Accountants
---------------------------------------------------------------
Vanguard Healthcare, LLC, et al., seek authority from the U.S.
Bankruptcy Court for the Middle District of Tennessee to employ
these firms as their accountants:

The services to be provided by each firm are:

   Jobe Hastings & Associates

     a. prepare financial statements in accordance with the
        format prescribed by the State of Tennessee based on
        information provided and in accordance with accounting
        principles generally accepted in the U.S.;

     b. apply accounting and financial reporting expertise to
        assist the Debtors in the presentation of financial
        statements without undertaking to obtain or provide any
        assurance that there are no material modifications that
        should be made to the financial statements in order for
        them to be in accordance with the format prescribed by
        the State of Tennessee and accounting principles
        generally accepted in the U.S.;

     c. prepare financial statements in accordance with the
        format prescribed by the Centers for Medicare and
        Medicaid Services based on information provided by the
        Debtors and in accordance with accounting principles
        generally accepted in the U.S.; and

     d. apply accounting and financial reporting expertise to
        assist the Debtors in the presentation of financial
        statements without undertaking to obtain or provide any
        assurance that are no material modifications that should
        be made to the financial statements in order for them to
        be in accordance with the format prescribed by the
        Centers for Medicare and Medicaid Services and accounting
        principles generally accepted in the U.S.

   Stewart & Barnett, Ltd.

     a. conduct the compilation of the Financial and Statistical
        Report Schedules for Nursing Homes Participating in the
        Medicaid Assistance Program of the Mississippi Division
        of Medicaid for the year ended December 31, 2016.

     b. assist the Debtor in presenting financial information in
        the form of financial statements without undertaking to
        obtain or provide any assurance that there are no
        material modifications that should be made to the
        financial statements.

   Reingruber & Associates/Reingruber & Company P.A.

     a. consult and represent the Debtors during any Medicare or
        Medicaid audit or desk review, including analysis of
        proposed adjustments, research and recommendations
        regarding documentation to support rebuttal of material
        items, or requests for corrections in as-submitted cost
        reports;

     b. provide in-services and clinical consultation regarding
        the Resident Assessment Instrument process, including MDS
        coding and transmission, documentation systems, quality
        indicator reports, resident assessment protocols and care
        planning;

     c. consult and staff train regarding the Medicare
        prospective payment system, consolidated billing
        requirements, UB04 and CMS1500 billing requirements and
        documentation and coverage issues, including engagements
        conducted under attorney-client privilege.

   LBMC, PC

     a. provide the Debtors' 401(k) Savings Plan for the year
        ended December 31, 2016 in connection with its annual
        reporting obligation under the Employee Retirement Income
        Security Act of 1974 (ERISA).

The accountants will be paid as follows:

   Jobe Hastings & Associates

     Standard rate of the firm will apply.

   Stewart & Barnett, Ltd.

     $150 per hour
     $750 for each mini cost report

   Reingruber & Associates/Reingruber & Company P.A.

     $60-$325 per hour

   LBMC, PC

     Commencement of fieldwork             $10,000
     Completion of final fieldwork         $2,500
     Out of pocket expenses                $500

To the best of the Debtors' knowledge, the firms are a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.

The accountants can be reached at:

     Jobe Hastings & Associates
     745 South Church Street
     Murfreesboro, TN 37133-1175
     Tel: (615) 893-7777
     Fax: (615) 896-5990

     Stewart & Barnett, Ltd.
     113 Choctaw West
     Magee, MS 39111
     Tel: (601) 849-6056
     Fax: (601) 849-6057

     Reingruber & Associates/Reingruber & Company P.A.
     Two Maryland Farms, Suite 132
     Brentwood, TN 37027
     Tel: (615) 661-0885
     Fax: (615) 661-0896

     LBMC, PC
     201 Franklin Road
     Brentwood, TN 37024-1869
     Tel: (615) 377-4600

                About Vanguard Healthcare, LLC

Vanguard is a long-term care provider headquartered in Brentwood,
Tennessee, providing rehabilitation and skilled nursing services at
14 facilities in four states (Florida, Mississippi, Tennessee and
West Virginia).

Vanguard Healthcare, LLC and 17 of its subsidiaries each filed a
Chapter 11 bankruptcy petition (Bankr. M.D. Tenn. Lead Case No.
16-03296) on May 6, 2016. The petitions were signed by William D.
Orand, the CEO. Vanguard estimated assets in the range of $100
million to $500 million and liabilities of up to $100 million. The
cases are assigned to Judge Randal S. Mashburn.

The Debtors hired Bradley Arant Boult Cummings LLP as bankruptcy
counsel; BMC Group as noticing agent; and Stewart & Barnett, Ltd.
and Maggart & Associates, P.C. as accountants.

On May 24, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Bass, Berry & Sims PLC
serves as bankruptcy counsel to the committee. CohnReznick LLP is
the committee's financial advisor.

The U.S. Trustee also appointed Laura E. Brown as patient care
ombudsman for Vanguard Healthcare.

                         *     *     *

On Nov. 30, 2016, the Debtors filed a Chapter 11 plan of
reorganization and disclosure statement. A trial to consider
confirmation of an amended plan will begin Aug. 1, 2017, in
Nashville.


VENATOR MATERIALS: Moody's Assigns B1 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Venator
Materials plc, including a B1 Corporate Family Rating ("CFR").
Venator will be formed as an IPO of Huntsman Corporation's Pigments
and Additives Business in a transaction expected to close in the
third quarter of 2017. Proceeds from the proposed debt issuance
will be used to fund a dividend to Huntsman. The rating outlook is
positive.

Assignments:

Issuer: Venator Materials plc

-- Corporate Family Rating, Assigned B1

-- Probability of Default Rating, Assigned B1-PD

-- Speculative Grade Liquidity Rating, Assigned SGL-2

Issuer: Venator Materials LLC

-- Senior Secured Bank Credit Facility, Assigned Ba3 (LGD3)

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

Outlook Actions:

Issuer: Venator Materials LLC

-- Outlook, Assigned Positive

Issuer: Venator Materials plc

-- Outlook, Assigned Positive

RATINGS RATIONALE

The B1 CFR is principally constrained by heavy exposure to the
highly-cyclical titanium dioxide industry, expectations for
significant weakening in credit metrics outside the normal
boundaries of the rating category during a cyclical trough, and low
earnings quality with a substantial amount of add-backs to EBITDA.
The rating benefits from solid mid-cycle credit metrics for the B1
rating, market position as the world's third largest titanium
dioxide producer with strong presence in specialty products,
earnings diversity from the additives business, prospective
improvement from a business improvement program, and good
liquidity.

The rating incorporates expectations for significant fluctuations
in key credit metrics based on the business conditions in the
highly-cyclical titanium dioxide industry. The titanium dioxide
industry remains on a trajectory of cyclical recovery since hitting
the bottom in early 2016. The ongoing improvement in pricing
follows multiple years of steady price erosion after an earlier
peak in 2012. Moody's expects that industry conditions will remain
favorable in the near term, though prices could fall back modestly
with the end of the paint season in late 2017, and this underpins
the B1 rating despite a significant amount of debt being placed on
a cyclical business with a history of low trough cycle earnings.
The significant anticipated cyclicality of the titanium dioxide
industry, and uncertainty regarding the timing of industry cycles,
places greater emphasis on absolute debt levels, and the extent to
which producers can improve cost positions relative to the rest of
the industry to support better trough cycle financial performance,
compared to many other rated chemical companies for whom changes in
key credit metrics can be a much more significant near-term driver
of credit quality.

Moody's estimates pro forma adjusted financial leverage in the mid
4 times for the twelve months ended March 31, 2017, including
Moody's standard adjustments, mostly for underfunded pension plans,
and modestly lower add-backs compared to management calculations.
Venator's EBITDA calculation include substantial add-backs,
including adjustments related to expected cost savings associated
with operating as a standalone entity rather than a unit of
Huntsman, entities not included in the proposed transaction, an
ongoing business improvement program, and normalizing the impact of
a fire at a major facility in Pori, Finland. Management's adjusted
EBITDA calculation is roughly 50% higher than cited in the S-1
filing and more than 100% higher than the unadjusted calculation
based on solely on the financial data in the company's public
filings. Earnings quality is a headwind that should start
dissipating over the next few quarters with successful execution,
though the Pori facility is not expected to be back to full
production until the end of 2018.

Moody's expects that the benefits of improved titanium dioxide
pricing and progress on corporate initiatives will support
meaningfully improved financial performance and earnings quality
over the next several quarters. Moody's anticipates that
management-adjusted EBITDA will approach $300 million in 2017, a
significant increase from $95 million in 2016 and $26 million in
2015, with modest incremental improvement expected in 2018. Moody's
expects retained cash flow-to-debt exceeding 20% and adjusted
financial leverage below 3.0x by the end of 2018. Moody's also
expects that the company will generate at least $100 million of
cumulative free cash flow over that horizon absent any meaningful
retrenchment in the titanium dioxide industry or failure to
complete planned initiatives a timely manner at expected levels of
cost savings.

The SGL-2 Speculative Grade Liquidity Rating ("SGL") indicates good
liquidity to support operations in the near-term with at least $250
million of available liquidity at closing. While the company will
not carry much cash on its balance sheet at the closing of the
proposed spin-off transaction, it is expected to generate positive
free cash flow and will have access to an undrawn $300 million
asset-based revolving credit facility. The company may not have
full access to the facility at closing due to borrowing base
restrictions. The credit agreement is expected to contain a
springing fixed charge coverage ratio test that does not become
effective unless excess availability falls below 10% of the
facility. Moody's does not expect the covenants will be tested in
the near-term and believes that the covenant lite structure is
well-aligned with the cyclicality of the company's business over a
longer horizon.

The positive outlook anticipates that the recent improvement in
titanium dioxide prices will enable the company to generate
sufficient free cash flow to reduce debt meaningfully by the end of
2018. Moody's could upgrade the rating if balance sheet debt falls
below $600 million, earnings quality improves meaningfully with
successful execution on planned initiatives, and improvements to
its business model suggest that the company will exhibit much
greater resilience in an industry downturn. An upgrade would
require meaningful progress toward returning the Pori facility to
full production. Moody's could downgrade the rating with
expectations for substantive weakening in the titanium dioxide
industry before the company is able to start repaying debt or
substantive deterioration in prospects for free cash flow
generation. Given expectations for solid industry conditions over
the next several quarters, adjusted financial leverage above 4.0x
beyond the end of 2017 or available liquidity below $150 million
could have negative rating implications.

Headquartered in the United Kingdom, Venator Materials plc will be
the world's third-largest producer of titanium dioxide pigments
used in paint, paper, and plastics, and a producer of performance
additives for a wide variety of end markets. Venator will be
created through a spin-off transaction from Huntsman Corporation.
Venator generated approximately $2.1 billion in revenues for the
twelve months ended March 31, 2017.

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


VISION CONSTRUCTION: Names Elizabeth Connally as Special Counsel
----------------------------------------------------------------
Vision Construction Company Inc. seeks authorization from the U.S.
Bankruptcy Court for the Western District of Texas to employ
Elizabeth Haws Connally as special counsel.

The Debtor requires Ms. Connally to provide representation with
respect to construction and surety legal issues.

Ms. Connally will be paid at an hourly rate of $300.  She will also
be reimbursed for reasonable out-of-pocket expenses incurred.

The Debtor provided Ms. Connally a $10,000 retainer.

Ms. Connally 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.

Ms. Connally can be reached at:
       
       Elizabeth Haws Connally Esq.
       601 NW Loop 410, Suite 390
       San Antonio, TX 78216
       Tel: (210) 222-1500

             About Vision Construction Company Inc.

Vision Construction Company, Inc., based in San Antonio, Tex.,
filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 17-51263) on
June 2, 2017. The Hon. Ronald B. King presides over the case.  R.
Glen Ayers, Jr., Esq., at Langley & Banack, Inc., serves as
bankruptcy counsel.

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

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb17-51263.pdf


WAREHOUSE 11: To Hire Marcus & Millichap as Real Estate Broker
--------------------------------------------------------------
Warehouse 11, LLC seeks authority from the US Bankruptcy Court for
the Eastern District of New York to employ Marcus & Millichap Real
Estate Investment Services and J. D. Parker as real estate broker
with respect to the sale of 38-62 11th Street, LLC, NY Block 00474
Lot 57.

The Debtor requires Marcus & Millichap to:

     a. consult with the Debtor concerning the sale;

     b. investigate and conduct due diligence;

     c. advertise and market the property; and

     d. perform any and all other services as may be required by
Debtor to effectuate the sale of the property.

Fees payable to the firm will be computed at 6% of the purchase
price.

J. D. Parker attests that Marcus & Millichap is a "disinterested
person" as that term is defined in 11 U.S.C. Sec. 101(14).

The Broker can be reached through:

     J. D. Parker
     MARCUS & MILLICHAP REAL ESTATE
     260 Avenue, 5th Floor
     New York, NY 10016
     Phone: 212-430-5100

                     About Warehouse 11 LLC

Warehouse 11, LLC, based in Brooklyn, New York, filed a Chapter 11
bankruptcy petition (Bankr. E.D.N.Y. Case No. 17-41221) on March
16, 2017, listing between $1 million and $0 million in both assets
and liabilities.   The Hon. Elizabeth S. Stong presides over the
case.  Nnenna Okike Onua, Esq., at McKinley Onua & Associates,
PLLC, serves as counsel to the Debtor.  The petition was signed by
Yehuda Epstein.

Warehouse 11 previously sought Chapter 11 protection (Bankr.
E.D.N.Y. Case No. 16-43127) on July 14, 2016.  The 2016 petition
was signed by Herman Epstein, manager.


WESTINGHOUSE ELECTRIC: Committee Taps Proskauer as Legal Counsel
----------------------------------------------------------------
The official committee of unsecured creditors of Westinghouse
Electric Company LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to hire legal counsel.

The committee proposes to hire Proskauer Rose LLP to, among other
things, give legal advice regarding its duties under the Bankruptcy
Code, evaluate claims, assist in the preparation of a bankruptcy
plan, and review any financing arrangement or sale of assets of the
company and its affiliates.

The hourly rates charged by the firm for the attorneys expected to
provide the services range from $925 to $1,375 for partners, $925
to $1,125 for senior counsel, and $495 to $975 for associates.
Paraprofessionals will charge between $210 and $425 per hour.

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

In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Karcher disclosed that his firm and the committee have not agreed
to any variations from, or alternatives to, the firm's standard or
customary billing arrangements.  

Mr. Karcher also disclosed that his firm did not represent the
committee in the 12 months prior to the Debtors' bankruptcy filing,
and that it is developing a prospective budget and staffing plan
for review and approval by the committee.

Proskauer can be reached through:

     Martin J. Bienenstock, Esq.
     Timothy Q. Karcher, Esq.
     Vincent Indelicato, Esq.
     Proskauer Rose LLP  
     Eleven Times Square
     New York, NY 10036
     Tel: (212) 969-3000
     Fax: (212) 969-2900

              About Westinghouse Electric Company

Westinghouse Electric Company LLC --
http://www.westinghousenuclear.com/-- is a U.S. based nuclear  
power company founded in 1999 that provides design work and
start-up help for new nuclear power plants and makes many of the
components. Westinghouse manufactures and supplies the commercial
fuel products needed to run the plants, and it offers training,
engineering, maintenance, and quality management services. Almost
50% of nuclear power plants around the world and about 60% of U.S.
plants are based on Westinghouse's technology. Westinghouse's world
headquarters are located in the Pittsburgh suburb of Cranberry
Township, Pennsylvania.

On Oct. 16, 2006, Westinghouse Electric was sold for $5.4 billion
to a group comprising of Toshiba (77% share), partners The Shaw
Group (20% share), and Ishikawajima-Harima Heavy Industries Co.
Ltd. (3% share).  After purchasing part of Shaw's stake in 2013,
Japan-based conglomerate Toshiba obtained ownership of 87% of
Westinghouse.

Amid cost overruns at U.S. nuclear reactors it was building,
Westinghouse Electric Company LLC, along with 29 affiliates, filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10751) on March
29, 2017. The petitions were signed by AlixPartners' Lisa J.
Donahue, chief transition and development officer.

The Debtors listed total assets of $4.32 billion and total
liabilities of $9.39 billion as of Feb. 28, 2017.

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

Weil, Gotshal & Manges LLP serves as counsel to the Debtors. The
Debtors hired AlixPartners LLP as financial advisor; PJT Partners
Inc. as investment banker; Kurtzman Carson Consultants LLC as
claims and noticing agent; and K&L Gates as special counsel.

Toshiba Nuclear Energy Holdings (UK) Ltd. is represented by Albert
Togut, Esq., Brian F. Moore, Esq., and Kyle J. Ortiz, Esq., at
Togut, Segal & Segal LLP.

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


WILGRO SERVICES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Wilgro Services, Inc.
        200 Pine Street
        Holmes, PA 19043

Business Description: Wilgro Services -- http://www.wilgro.com--
                      specializes in preventative maintenance,
                      repairs, design, and installation of all
                      commercial HVAC equipment.  Its mechanics
                      serve over 300 commercial clients in the
                      Delaware Valley.  The Company was founded in
                      1972 by two HVAC experts, Chris Wilhem and
                      Joseph Grossi.

Chapter 11 Petition Date: June 20, 2017

Case No.: 17-14259

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

Judge: Hon. Eric L. Frank

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  CIARDI CIARDI & ASTIN, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 3500
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  E-mail: aciardi@ciardilaw.com

Estimated Assets: $500,000 to $1 million

Estimated Debts: $1 million to $10 million

The petition was signed by John P. Rinkers, Jr., president.

The Debtor's list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/paeb17-14259.pdf


WONDERWORK INC: Examiner Hires Loeb & Loeb as Counsel
-----------------------------------------------------
Jason R. Lilien, the Court-appointed examiner for Wonderwork Inc.,
seeks authorization from the U.S. Bankruptcy Court for the Southern
District of New York to employ Loeb & Loeb LLP as his counsel, nunc
pro tunc to May 10, 2017.

The Examiner requires Loeb & Loeb to:

   (a) take all necessary actions to assist and advise the
       Examiner in the discharge of his duties and
       responsibilities under the Examiner Order, other orders of
       this Court, and applicable law;

   (b) prepare on behalf of the Examiner all reports, pleadings,
       motions, applications, notices, orders and other documents
       necessary in the discharge of the Examiner's duties;

   (c) represent and advocate the interests of the Examiner at all

       hearings and other proceedings before this Court and at all

       proceedings before or involving the U.S. Trustee;

   (d) analyze and advise the Examiner regarding any legal issues
       that may arise in connection with the discharge of his
       duties;

   (e) assist with interviews, examinations and the review of
       documents and other materials in connection with the
       Investigation;

   (f) perform all other necessary legal services on behalf of the

       Examiner in connection with the Chapter 11 Case; and

   (g) assist the Examiner in undertaking any additional tasks or
       duties that the Court may direct or that the Examiner may
       determine are necessary and appropriate to the discharge of

       his duties.

Loeb & Loeb agreed to provide the Examiner with a 10% discount to
all hourly rates in this matter. The Examiner has also agreed to
discount his hourly rate by 10%.

Loeb & Loeb will be reimbursed for reasonable out-of-pocket
expenses incurred.

Walter H. Curchack of Loeb & Loeb, 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.

The Bankrupty Court will hold a hearing to consider the application
on June 27, 2017, at 10:00 a.m.  Objections were due June 20.

Loeb & Loeb can be reached at:

       Walter H. Curchack, Esq.
       LOEB & LOEB LLP
       345 Park Avenue
       New York, NY 10154
       Tel: (212) 407-4000
       Fax: (212) 407-4990
       E-mail: wcurchack@loeb.com

                    About Wonderwork, Inc.

Wonderwork, Inc., is a charity that has provided grants to fund
more than 220,000 surgeries in just six years.  The Debtor filed a
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-13607) on Dec. 29,
2016, and is represented by Aaron R. Cahn, Esq., in New York, New
York. The petition was signed by Brian Mullaney, chief executive
officer.  At the time of filing, the Debtor had $10 million to $50
million in estimated assets and $10 million to $50 million in
estimated debts.

Jason R. Lilien has been appointed by the Court as Chapter 11
examiner.


WRAP MEDIA: Selling All Assets to BrunoCo for $1.65 Million
-----------------------------------------------------------
Wrap Media, LLC, and its Official Committee of Unsecured Creditors
filed a joint motion asking the U.S. Bankruptcy Court for the
Northern District of California to authorize the bidding procedures
in connection with the sale of substantially all assets to BrunoCo,
Inc. for $1,652,700, subject to overbid at an auction on June 27,
2017.

At a hearing held on April 6, 2017, the Court granted Wrap Media
LLC's oral motion to convert the case and thereafter issued its
order to show cause in that regard.  The Debtor requested that the
Court defer conversion until it completed arranging for an orderly
shut-down, at which time it offered to upload a proposed order
converting the case.  The Debtor has completed an orderly shutdown
of its operations.  However, Wrap Media LLC no longer believes that
conversion is in the best interests of its estate or its
creditors.

The Debtor initially aimed to solicit a recapitalization through
which one or more investors would fund what was effectively a new
"Series A" round of financing.  The Debtor believed that this
approach would preserve value for the existing convertible debt and
for existing investors' equity by issuing new equity in the
recapitalized venture.  The Debtor sought to raise DIP financing in
order to maintain business operations and preserve value as a going
concern; its principal, Eric Greenberg, agreed to provide initial
funding of up to $500,000, with the expectation that additional
funding could be obtained from other lenders.  However, the
uncertainties inherent in an open-ended chapter 11 process with an
unclear exit timetable and the potential for litigation delays and
expenses prevented such additional funding or investment.  As a
result, the Debtor concluded that the only viable exit strategy was
through an asset sale.

In considering a sale, Wrap Media, LLC., concluded that its
principal asset was their technology.  Principal components of the
Debtor's technology included its issued patents, combined with the
company's software.  The Debtor attempted to preserve its core
operations while seeking to engage an investment banker to market
its business for sale.  Although the Court authorized the Debtor to
engage an investment banker, the engagement was never implemented.

Wrap Media LLC was contacted in April by Ahmed Fattouh of
InterPrivate, expressing interest in a transaction, which would be
viable only if the Debtors remained in Chapter 11 and were not
converted.  Later in the month, the Debtor was contacted by
Kathleen and Christopher Bruno, who expressed interest in a sale
transaction, which was also apparently dependent on the Debtors
remaining in Chapter 11.

Wrap Media LLC introduced the two parties who had expressed
interest in a transaction with the Debtor to counsel to the
Committee.  After that, the Potential Purchasers provided the
Committee with term sheets for possible transactions.  The
Committee advised the Debtor that a potential transaction with one
or both parties would be preferable to conversion.

After extensive arm's-length, good faith negotiations among Wrap
Media LLC, the Committee, the Buyer, and their respective advisors,
the Debtor and the Committee determined that the Asset Purchase
Agreement dated as of June 16, 2017 represents the best opportunity
for the Debtor to maximize the value of the Assets and to serve as
a basis for conducting an auction to seek higher and/or better
offers.  

Pursuant to the Agreement, BrunoCo will acquire the Assets for a
purchase price of $1,652,700 on the terms and conditions specified
therein.  The sale is subject to competitive bidding as set forth
and in the Bidding Procedures.

The salient terms of the Agreement are:

    a. Buyer: BrunoCo, Inc.

    b. Purchase Price: $1,652,700

    c. Purchased Assets: The Assets to be acquired by Buyer,
subject to higher or better offers, include: (a) the Business, (b)
the goodwill and the going concern value of the Business, (c) all
of the assets, properties and rights utilized in the Business,
excluding only the Retained  Assets, (d) the Assumed Contracts, (e)
all prepayments made under the Assumed Contracts, (f) all amounts
due to the Debtor under Assumed Contracts by the counterparties
thereto; (g) the Books and Records, (h) all of the Seller's
Intellectual Property Rights, (i) the Plans, (j) the Web Assets,
and (k) all assets specifically listed on Exhibit A to the
Agreement.   The "Business" in the Agreement means the Debtor's
business of developing, designing and producing software
applications and modules, including mobile engagement and messaging
platforms and related tools which allow users to author and deliver
electronic media and services.

    d. Terms: Free and clear of all liens, claims, interests, and
encumbrances

    e. The Seller will use reasonable efforts to obtain any
necessary Court approval for the assumption and assignment of the
Assumed Contracts.

    f. Closing Date: June 28, 2017 at 9:00 a.m.

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

       http://bankrupt.com/misc/WRAP_MEDIA_162_Sales.pdf

In parallel to the Sale, the Buyer has agreed in principal and
intends on entering into the License Agreement with Matthew Luckett
and certain affiliates of Landmark Advisors LLC, through which the
Debtor will grant a license to Wrap Media, Inc., to the Licensed
Technology.  The License Agreement does not grant Wrap Media Inc.
the right to take possession of the source code for the software
applications included in the Licensed Technology.

In order to ensure that the Debtor's estate receives the maximum
value for the Assets, the Agreement will serve as the Starting Bid,
subject to higher and better offers.

The salient terms of the Bidding Procedures are:

    a. Bid Deadline: June 26, 2017 at 12:00 p.m. (PT)

    b. Minimum Bid: A purchase price equal to or greater than
$1,652,700

    c. Credit Bid: A party making a Credit Bid will be deemed a
Qualified Bidder and entitled to bid at Auction provided that such
Credit Bid also qualifies with Bidding Procedures.

    d. Auction: June 27, 2017 at 10:00 a.m. (PT) at the Court.

    e. Bid Increments: $50,000

    f. Sale Hearing: A hearing to approve the Sale subject to the
Successful Bid (or the Back-Up Bid) will be held by telephone
immediately after the conclusion of the Auction.

The contracts to be assumed by the buyer are: (i) the online
contract between the Debtor and Amazon Web Services, (ii) the
contract between the Debtor and Twillio.

At the Sale Hearing, the Debtor will ask to assume the Assumed
Contracts and to assign them to the Buyer or the Successful Bidder.
The Agreement provides that, on the Closing Date, the Seller will
pay each Cure Amount up to, but not exceeding $10,000 in the
aggregate, with the Buyer paying any amounts in excess of $10,000
in the aggregate (in addition to the Purchase Price).  The
assumption objection deadline is June 26, 2017 at 10:00 p.m. (PT).

The Debtor and the Committee believe that the Bidding Procedures
will encourage bidding for the Assets and are consistent with the
relevant standards governing auction proceedings and bidding
incentives in bankruptcy proceedings. Accordingly, the proposed
Bidding Procedures are reasonable, appropriate, and within the
Debtor's sound business judgment.

The Debtor and the Committee submit that the Agreement is a sound
exercise of the Debtor's business judgment given the circumstances
of this case.  The Sale to the Buyer represents the highest offer
received to date; however, potentially interested parties will have
until the Bid Deadline to submit alternative offers.  The Debtor's
determination to sell the Assets pursuant to the Agreement --
subject to higher or better offers -- is a valid and sound exercise
of its business judgment.

Pursuant to the Agreement, and because of the potentially
diminishing value of the Assets, the Debtors must close the sale
promptly after all closing conditions have been met or waived.  The
Debtor asks the Court to waive the 14-day stay under Bankruptcy
Rule 6004(h).

The Purchaser:

          BRUNOCO, INC.
          Attn: Christopher Bruno
          E-mail: email@chrisbruno.com

The Purchaser is represented by:

          GRAY, PLANT, MOOTY, MOOTY & BENNETT, P.A.
          500 IDS Center
          80 South Eighth Street
          Minneapolis, MN 55402
          Attn: Phillip Bohl, Esq.
          E-mail: phillip.bohl@gpmlaw.com

                       Debtor's Liabilities

The Debtor owes $2 million to Silicon Valley Bank ("SVB") secured
by a lien encumbering substantially all of the Debtor's assets
other than its intellectual property.  SVB's Collateral consists of
cash as of the Petition Date in the approximate amount of $300,000
held in various bank accounts, accounts receivable, furniture and
equipment, and other miscellaneous assets.  Since it appears that
SVB is substantially undersecured, it has been appointed to the
Committee.  The Debtor owes $437,000 to trade creditors, two of
whom sit on the Committee.

As of the commencement of the case, the Debtor also owed
approximately $85,000 to current and former employees, principally
on account of accrued but unused PTO and other employee benefits.
It is current on all of its taxes.  The exception is the 2016 Gross
Receipts and Payroll Tax owed to the City and County of San
Francisco in the approximate amount of $50,000 to $60,000.

                         About Wrap Media

Wrap Media LLC owns a mobile engagement and messaging platform that
supercharges marketing, sales and customer service.

Wrap Media, Inc., conducts no operations.  Wrap Media, Inc.'s sole
asset is an approximately 60% equity interest in Wrap Media, LLC.
WMI was the financing vehicle for the enterprise, raising several
rounds of equity and obtaining $9.5 million of convertible debt
financing.  WMI has four creditors consisting of three convertible
note holders owed an aggregate of approximately $10 million and
joint liability on the secured debt held by SVB.

Wrap Media, LLC, and holding company Wrap Media, Inc., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Cal. Case Nos. 16-31325 and 16-31326) on Dec. 10, 2016.  The
petitions were signed by Eric Greenberg, chief executive officer.


The Court entered an order jointly administering the two cases but
vacated this order upon Wrap Media, LLC's oral motion on April 7,
2017.

The cases are assigned to Judge Hannah L. Blumenstiel.

At the time of the filing, the Debtors estimated their assets at $1
million to $10 million and liabilities at $10 million to $50
million.

The Debtors hired St. James Law, P.C., as their legal counsel; and
Beyer Law Group, LLP, as special counsel.  Kranz & Associates was
hired for outsourced operations.

On Jan. 31, 2017, the U.S. trustee for Region 17 appointed an
official committee of unsecured creditors.

The Committee's attorneys:

         TOBIAS S. KELLER
         KEITH A. MCDANIELS
         DARA L. SILVEIRA
         KELLER & BENVENUTTI LLP
         650 California Street, Suite 1900
         San Francisco, California 94108
         Telephone: (415) 484-6098
         Facsimile: (650) 636-9251




YELLOW PAGES: S&P Lowers CCR to 'B-' on Weaker Expected Earnings
----------------------------------------------------------------
S&P Global Ratings lowered its long-term corporate credit rating on
Yellow Pages Ltd. to 'B-' from 'B'.  The outlook is stable.

S&P Global Ratings also lowered its issue-level rating on the
company's senior secured notes to 'B+' from 'BB-'.  The '1'
recovery rating on the notes is unchanged, reflecting very high
z90%-100%; rounded estimate 95%) recovery in a default scenario. In
addition, S&P Global Ratings lowered its issue-level rating on
Yellow Pages' subordinated exchangeable debentures to 'CCC' from
'CCC+'; the '6' recovery rating on the debt is unchanged,
reflecting negligible (0%-10%) recovery in default.

"The downgrade reflects our expectation that weaker earnings will
increase adjusted debt leverage to about 3.8x in 2017, compared
with our previous assumption of below 3.0x," said S&P Global
Ratings credit analyst Nayeem Islam.  S&P also believes 2017 EBITDA
margins will likely decline to about 20% from 29% the previous
year.  In S&P's view, the deterioration in profitability reflects a
weaker business with limited pricing power given increased
competition from local marketing boutiques as well as Facebook and
Google.  Although S&P expects digital revenues will continue to
grow, it is not confident of the quality and strength of these
revenues as a majority of Yellow Pages' digital customers are
primarily lower spend accounts with a higher churn rate.

The stable outlook on Yellow Pages reflects S&P's expectation that
despite weaker earnings and pressured margins, the company will
maintain adequate liquidity over the next 12 months; reflecting
positive free operating cash flows and the ability to cover fixed
charges, including about C$30 million of debt repayment per year.

S&P could lower the rating if weaker earnings persist and  EBITDA
declines more than 20% over the next 12 months, leading to
deteriorated cash flows such that Yellow Pages is unable to cover
fixed charges.  S&P believes such a scenario would confirm a weaker
business and could potentially lead to an unsustainable capital
structure.  S&P could also view liquidity deterioration and
increasing risk of debt restructuring as drivers for a downgrade.

Although unlikely, S&P could raise the rating if the company
demonstrates stronger business fundamentals through sustained
margin improvement and revenue growth along with maintaining
adjusted debt leverage well below 3x.


YMCA OF MARQ: Hires Quinnell Law as General Counsel
---------------------------------------------------
Young Mens Christian Association of Marquette County seeks
authorization from the U.S. Bankruptcy Court for the Western
District of Michigan to employ Quinnell Law Firm PLLC as general
counsel.

Quinnell Law will be paid at these hourly rates:
    
       Attorneys              $150
       Legal Assistants       $60

Quinnell Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Quinnell Law received a retainer to be held as security in the
amount of $15,000, which includes the filing fee, a portion of
which has been applied to pre-petition fees, expenses and court
costs.

Timothy Quinnell of Quinnell Law, 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.

Quinnell Law can be reached at:

       Timothy Quinnell, Esq.
       QUINNELL LAW FIRM PLLC
       419 W Washington St
       Marquette, MI 49855
       Tel: (906) 228-3650
       Fax: (906) 228-6809

                   About YMCA Marquette County

Young Mens Christian Association of Marq has principal assets
located at 1420 Pine St Marquette, Michigan.  Young Mens Christian
Association of Marq filed a Chapter 11 petition (Bankr. W.D. Mich.
Case No. 17-90131), on May 5, 2017. Jenna Zdunek, chief executive
director, signed the petition. The Debtor estimated assets and
liabilities between $1 million and $10 million.  The case is
assigned to Judge Scott W. Dales.  The Debtor is represented by
Timothy C. Quinnell, Esq., at Quinnell Law Firm, PLLC.


[*] Barfield Joins Tiger Group as Midwest Business Dev't Director
-----------------------------------------------------------------
Rick L. Barfield, a veteran of the asset-based lending field, has
joined Tiger Group as Director of Business Development for the
asset valuation, advisory and disposition services firm's Midwest
region.

From his base in Chicago, Barfield will lead the Midwest business
development efforts for Tiger's asset appraisal practice, serving
the asset-based lending, turnaround, private equity and investment
banking communities.  Tiger appraisals cover all asset categories
-- from retail and wholesale consumer goods to commercial and
industrial machinery and equipment.  He will also focus on
identifying asset disposition opportunities in the region, and will
report to Chief Operating Officer Michael McGrail.

Barfield brings nearly 17 years of experience in finance in the
Chicago area, with diverse experience in capital markets, credit
and financial analysis, business development and consulting.  His
ABL background includes over six years as Vice President of
Business Development for First Business Capital Corp., Chicago.
During that time, he originated and executed asset-based
transactions for middle market manufacturers, distributors, and
business service providers, working through relationships with
senior bank executives, turnaround and restructuring consultants,
investment bankers, and equity sponsors.

Prior to that, he held positions in middle market banking as a Vice
President at Banco Popular North America, Rosemont, Ill., and as an
Assistant Vice President at Fifth Third Bank in Chicago.  He began
his banking career in 2000 as an Associate in the Syndicated
Capital Markets Group for Banc of America Securities, Chicago.

Most recently, Barfield worked in the Professional Services
Practice at Chicago-based Assurance Agency, where he consulted
senior executives on strategic insurance solutions.

"Rick is another welcome addition to our growing team of business
development professionals, bringing longstanding relationships with
asset-based lenders, private equity firms, investment bankers and
other key resources in the Midwest," said Mr. McGrail.  "We look
forward to leveraging his strong experience at asset-based lending
and banking firms to support the continuing rapid growth of our
asset valuation, advisory and appraisal services."

A resident of Chicago, Barfield earned his M.B.A. and B.B.A.
degrees, both in Finance, from Howard University, Washington, D.C.


[*] Malone Joins WL Ross as Shipping & Transportation Practice Head
-------------------------------------------------------------------
WL Ross & Co. LLC (WLR), the distressed private equity arm of
Invesco, on June 20, 2017, disclosed that Hal Malone has joined the
firm to head its Shipping & Transportation practice.  He will be
responsible for leading all of the firm's investing activities in
transportation, a principal component of WLR's distressed private
equity business.

Greg Stoeckle, senior managing director and co-head of WLR,
commented, "Hal's financial and operational background is
representative of what we are looking for in the next generation of
the firm's leadership.  He brings a fresh perspective to the
transportation sector, and his proven ability to execute will
enable us to further evolve the business and strengthen our ability
to provide meaningful outcomes for clients."

Mr. Malone joins WLR from the Navig8 Group, a fully integrated
provider of shipping management services and the world's largest
independent pool and commercial management company, where he served
as chief strategic officer.  Prior to Navig8, he spent over 18
years in investment banking, most recently as a managing director
in the maritime group at Jefferies LLC.  During Mr. Malone's
career, he has served as the lead advisor in a number of high
profile maritime transactions, including the initial public
offering of Navigator Holdings (the parent company of Navigator
Gas), the merger of Navig8 Crude Tankers with General Maritime to
create Gener8 Maritime and the recapitalization of Overseas
Shipholding through chapter 11 on behalf of the ad hoc
equityholders committee.

Mr. Malone earned a B.S. in economics from the Wharton School of
Business at the University of Pennsylvania.

                    About WL Ross & Co. LLC

WL Ross & Co. LLC was founded in 2000 by professionals previously
from Rothschild, Inc., who were among the leaders in advising
various constituencies in bankruptcies and workouts around the
world, assisting in restructuring more than $200 billion of
liabilities.   The firm has sponsored and managed private equity
investments in a number of sectors including financial services,
steel, energy, textiles, shipping, automotive components and other
industries.  WL Ross & Co. LLC is an indirect, wholly owned
subsidiary of Invesco Ltd.

                          About Invesco

Invesco -- http://www.invesco.com-- is an independent investment
management firm dedicated to delivering an investment experience
that helps people get more out of life.


[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Efrain Gonzalez
   Bankr. D. Nev. Case No. 17-13132
      Chapter 11 Petition filed June 9, 2017
         represented by: Gina M. Corena, Esq.
                         LAW OFFICE OF GINA M. CORENA, ESQ.
                         E-mail: gina@lawofficecorena.com

In re Jennifer Resto
   Bankr. E.D.N.Y. Case No. 17-43022
      Chapter 11 Petition filed June 9, 2017
         Filed Pro Se

In re Harlan L. Patterson and Lauren A. Patterson
   Bankr. S.D.N.Y. Case No. 17-22926
      Chapter 11 Petition filed June 10, 2017
         represented by: H. Bruce Bronson, Jr., Esq.
                         BRONSON LAW OFFICES, P.C.
                         E-mail: ecf@bronsonlaw.net

In re Miguel Angel Torres Mendez and Felisa Jimenez Jimenez
   Bankr. D.P.R. Case No. 17-04176
      Chapter 11 Petition filed June 10, 2017
         represented by: Luis D Flores Gonzalez, Esq.
                         LUIS D FLORES GONZALEZ LAW OFFICE
                         E-mail: ldfglaw@coqui.net

In re Lebohang Morake
   Bankr. C.D. Cal. Case No. 17-17172
      Chapter 11 Petition filed June 12, 2017
         represented by: Michael A Younge, Esq.
                         E-mail: youngelaw@aol.com

In re Rock Elite Fitness, LLC
   Bankr. S.D. Fla. Case No. 17-17314
      Chapter 11 Petition filed June 12, 2017
         See http://bankrupt.com/misc/flsb17-17314.pdf
         represented by: Dana L Kaplan, Esq.
                         KELLEY & FULTON, PL
                         E-mail: dana@kelleylawoffice.com

In re Wellness Home Care Inc.
   Bankr. N.D. Ill. Case No. 17-17855
      Chapter 11 Petition filed June 12, 2017
         See http://bankrupt.com/misc/ilnb17-17855.pdf
         represented by: John H Redfield, Esq.
                         CRANE, HEYMAN, SIMON, WELCH & CLAR
                         E-mail: jredfield@craneheyman.com

In re Cohen Grand Lodge LLC
   Bankr. D.N.J. Case No. 17-22009
      Chapter 11 Petition filed June 12, 2017
         See http://bankrupt.com/misc/njb17-22009.pdf
         Filed Pro Se

In re Gigi Pugh Sundstrom
   Bankr. S.D.N.Y. Case No. 17-22936
      Chapter 11 Petition filed June 12, 2017
         represented by: H. Bruce Bronson, Jr., Esq.
                         BRONSON LAW OFFICES, P.C.
                         E-mail: ecf@bronsonlaw.net

In re Troy's Deli & Pizzeria, Inc.
   Bankr. S.D.N.Y. Case No. 17-36010
      Chapter 11 Petition filed June 12, 2017
         See http://bankrupt.com/misc/nysb17-36010.pdf
         represented by: Michelle L Trier, Esq.
                         GENOVA & MALIN
                         E-mail: michelle_genmal@optonline.net

In re VanScoy Chiropractic Corporation Holistic Health Center
   Bankr. S.D. W.Va. Case No. 17-30271
      Chapter 11 Petition filed June 12, 2017
         See http://bankrupt.com/misc/wvsb17-30271.pdf
         represented by: Joseph W. Caldwell, Esq.
                         CALDWELL & RIFFEE
                         E-mail: joecaldwell@frontier.com

In re Daniel John Para and Maria Para
   Bankr. D. Ariz. Case No. 17-06626
      Chapter 11 Petition filed June 13, 2017
         represented by: Donald W. Powell, Esq.
                         CARMICHAEL & POWELL, P.C.
                         E-mail: d.powell@cplawfirm.com

In re John Fuchs
   Bankr. C.D. Cal. Case No. 17-17199
      Chapter 11 Petition filed June 13, 2017
         represented by: John R. Fuchs, Esq.
                         FUCHS LAW GROUP, APC
                         E-mail: jrfuchs@earthlink.net

In re Bryants Drivetrain of Ocala LLC
   Bankr. M.D. Fla. Case No. 17-02169
      Chapter 11 Petition filed June 13, 2017
         See http://bankrupt.com/misc/flmb17-02169.pdf
         represented by: Richard A. Perry, Esq.
                         RICHARD A PERRY, ATTORNEY AT LAW
                         E-mail: richard@rapocala.com

In re Tre Amici Leasing, LLC
   Bankr. M.D. Fla. Case No. 17-05123
      Chapter 11 Petition filed June 13, 2017
         See http://bankrupt.com/misc/flmb17-05123.pdf
         represented by: Joel S. Treuhaft, Esq.
                         PALM HARBOR LAW GROUP, P.A.
                         E-mail: jstreuhaft@yahoo.com

In re J A R R, INC.
   Bankr. M.D. Fla. Case No. 17-05124
      Chapter 11 Petition filed June 13, 2017
         See http://bankrupt.com/misc/flmb17-05124.pdf
         represented by: Joel S. Treuhaft, Esq.
                         PALM HARBOR LAW GROUP, P.A.
                         E-mail: jstreuhaft@yahoo.com

In re Midwest Portable Machine, Inc.
   Bankr. S.D. Ind. Case No. 17-70587
      Chapter 11 Petition filed June 13, 2017
         represented by: John Andrew Goodridge, Esq.
                         E-mail: jagoodridge@jaglo.com

In re Daniel Owen Morgan
   Bankr. W.D. La. Case No. 17-50746
      Chapter 11 Petition filed June 13, 2017
         represented by: William C. Vidrine, Esq.
                         VIDRINE & VIDRINE
                         E-mail: williamv@vidrinelaw.com

In re Rolaw of Shelter Island Inc.
   Bankr. E.D.N.Y. Case No. 17-73626
      Chapter 11 Petition filed June 13, 2017
         See http://bankrupt.com/misc/nyeb17-73626.pdf
         represented by: Michael J. Macco, Esq.
                         MACCO & STERN LLP
                         E-mail: csmith@maccosternlaw.com

In re Arthur Samuel Alexander Hood and EAC 9450 Enterprises
   Bankr. E.D. Tex. Case No. 17-41266
      Chapter 11 Petition filed June 13, 2017
         See http://bankrupt.com/misc/txeb17-41266.pdf
         represented by: Rosa R. Orenstein, Esq.
                         ORENSTEIN LAW GROUP
                         E-mail: rosa@orenstein-lg.com

In re Paul Martin
   Bankr. S.D. Tex. Case No. 17-33689
      Chapter 11 Petition filed June 13, 2017
         represented by: Steven A. Leyh, Esq.
                         LEYH, PAYNE & MALLIA, PLLC
                         E-mail: sleyh@lpmfirm.com

In re Shamrock Roofing and Remodeling LLC of Spring Texas
   Bankr. S.D. Tex. Case No. 17-33690
      Chapter 11 Petition filed June 13, 2017
         See http://bankrupt.com/misc/txsb17-33690.pdf
         represented by: Steven A. Leyh, Esq.
                         LEYH, PAYNE & MALLIA, PLLC
                         E-mail: sleyh@lpmfirm.com

In re OSSO, LLC
   Bankr. D. Ariz. Case No. 17-06737
      Chapter 11 Petition filed June 14, 2017
         See http://bankrupt.com/misc/azb17-06737.pdf
         represented by: Eric Slocum Sparks, Esq.
                         ERIC SLOCUM SPARKS PC
                         E-mail: law@ericslocumsparkspc.com

In re Refreshing Resources, LLC
   Bankr. C.D. Cal. Case No. 17-11075
      Chapter 11 Petition filed June 14, 2017
         See http://bankrupt.com/misc/cacb17-11075.pdf
         Filed Pro Se

In re Eduardo Galzote Carranza
   Bankr. N.D. Cal. Case No. 17-51440
      Chapter 11 Petition filed June 14, 2017
         represented by: Lewis Phon, Esq.
                         LAW OFFICES OF LEWIS PHON
                         E-mail: lewisphon@att.net

In re Joseph W. Higdon, Jr.
   Bankr. N.D. Fla. Case No. 17-40256
      Chapter 11 Petition filed June 14, 2017
         represented by: Robert C. Bruner, Esq.
                         E-mail: RobertCBruner@hotmail.com

In re Classic Developments by JMG, LLC
   Bankr. E.D. La. Case No. 17-11538
      Chapter 11 Petition filed June 14, 2017
         See http://bankrupt.com/misc/laeb17-11538.pdf
         represented by: Darryl T. Landwehr, Esq.
                         E-mail: dtlandwehr@cox.net

In re Raj-Rod Inc., a/k/a Colesium Gym & Fitness Center, LLC
   Bankr. E.D.N.Y. Case No. 17-43103
      Chapter 11 Petition filed June 14, 2017
         See http://bankrupt.com/misc/nyeb17-43103.pdf
         represented by: Elio Forcina, Esq.
                         E-mail: forcinalaw@gmail.com

In re Erna Schultz Trust
   Bankr. E.D. Pa. Case No. 17-14137
      Chapter 11 Petition filed June 14, 2017
         See http://bankrupt.com/misc/paeb17-14137.pdf
         represented by: Anthony A. Frigo, Esq.
                         THE LAW OFFICES OF ANTHONY A. FRIGO
                         E-mail: anthonyfrigo@msn.com

In re EAC 9540 Enterprises, LLC
   Bankr. E.D. Tex. Case No. 17-41276
      Chapter 11 Petition filed June 14, 2017
         See http://bankrupt.com/misc/txeb17-41276.pdf
         represented by: Keith William Harvey, Esq.
                         THE HARVEY LAW FIRM, P.C.
                         E-mail: harvey@keithharveylaw.com

In re Main Street Cafe Bloomer, LLC
   Bankr. W.D. Wis. Case No. 17-12153
      Chapter 11 Petition filed June 14, 2017
         See http://bankrupt.com/misc/wiwb17-12153.pdf
         represented by: Mart W. Swenson, Esq.
                         THE SWENSON LAW GROUP
                         E-mail: mart@swensonlawgroup.com

In re David J Olson
   Bankr. W.D. Wis. Case No. 17-12156
      Chapter 11 Petition filed June 14, 2017
         represented by: John Daniel Lamey, III, Esq.
                         LAMEY LAW FIRM, P.A.
                         E-mail: jlamey@lameylaw.com


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2017.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

                   *** End of Transmission ***