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         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, June 23, 2017, Vol. 21, No. 173

                            Headlines

ADVANCED SOLIDS: Sale of Remaining Furniture on Consignment Okayed
AEROPOSTALE: Sues Hilco, et al., for Turnover of $1.3M Funds
AGROFRESH INC: Moody's Affirms B2 CFR & Alters Outlook to Negative
ALLIANCE ONE: S&P Affirms 'CCC+' CCR; Outlook Negative
ALLIED CONSOLIDATED: Court Denies U.S. Steel's Oral Motion for Stay

ALLIED CONSOLIDATED: USS' Objection to 2nd Amended Plan Overruled
AM CASTLE: Court Sets Aug. 2 as Combined Plan Hearing
AM CASTLE: Seeks to Assume $125M Exit Facility Commitment Letter
AMERICAN APPAREL: Travelers Insists Dov Charney Lawsuit Not Covered
AMERICAN POWER: Extends Deadline to File Certificate of Designation

AMERICAN POWER: Fires CEO Lyle Jensen as Part of Realignment
ANCHORAGE MIDTOWN: Taps Clay Tablet as Bookkeeper, Accountant
APPALACHIAN CHRISTIAN: Fitch Keeps BB+ Bond Rating on Watch Neg.
AQUA LIFE CORP: U.S. Trustee Unable to Appoint Committee
ARCONIC INC: Apppoints James Albaugh to Audit & CEO Search Committe

ARES CAPITAL: Moody's Revises Outlook to Pos. & Affirms Ba1 CFR
ASG CONSOLIDATED: S&P Raises CCR to 'B'; Outlook Stable
ATLANTIC CITY EDUCATION BOARD: S&P Hikes GO Bonds Rating to BB
AYTU BIOSCIENCE: Signs Two-Year Employment Agreement with CFO
B & B METALS: Selling Loader for $35K to Pay Adequate Protection

BAMBI HERRERA-EDWARDS: Entitled to $55K Judgment Against Eric Moore
BELLATRIX EXPLORATION: Moody's Hikes Corporate Family Rating to B3
BRAZIL MINERALS: Incurs $274,000 Net Loss in First Quarter
BRIDGESTREAM MGT: Sale of West Covina Property for $1.85M Approved
BROWN MEDICAL: Bid to Omit McCormack Testimony Denied

BRYANT'S DRIVETRAIN: Taps Richard A. Perry as Legal Counsel
BUCKTAIL MEDICAL: Hearing on Plan Outline Set for July 11
CANON BUILDERS: Disclosures OK'd; Plan Hearing Set for Aug. 15
CCO HOLDING: Fitch Rates New Senior Unsecured Notes Due 2028 BB+
CELL C: Chapter 15 Case Summary

CELL C: Files U.S. Chapter 15 to Fend Off Disgruntled Creditors
CENTRAL GROCERS: Auction of Strack and Van Til Stores on June 26
CENTRAL GROCERS: Taps McDonald Hopkins as Local Counsel
CHARLES WALKER: Trustee Seeks Auction of 7 Nashville Properties
CHARTER COMMUNICATIONS: Moody's Rates New $1.5BB Unsec. Notes B1

CHARTER COMMUNICATIONS: S&P Rates New $1.5BB Unsec. Notes 'BB+'
CHESAPEAKE ENERGY: Lenders Reaffirm $3.8-Bil. Borrowing Base
CLOUD CRANE: Moody's Rates $75MM 2nd Lien Senior Secured Notes B3
CNG HOLDINGS: S&P Raises ICR to CCC+ on Better Financial Position
COBALT INTERNATIONAL: Amends Form 10-K Report to Correct Typo

COMBIMATRIX CORP: Stockholders Elected Six Directors
CORPORATE RISK: Tender Offer No Impact on Moody's Caa1 CFR
CST INDUSTRIES: U.S. Trustee Forms 7-Member Committee
CSVC ACQUISITION: Moody's Assigns B3 Corporate Family Rating
CSVC ACQUISITION: S&P Assigns 'B' CCR; Outlook Stable

DOTS LLC: Motion to Amend Clawback Suit vs. Pandora Partly Granted
DR. LUIS A. VINAS: U.S. Trustee Unable to Appoint Committee
EARTH PRIDE: Hearing on Cash Collateral Use Set for June 21
EARTHONE CIRCUIT: Case Summary & 20 Largest Unsecured Creditors
ECLIPSE RESOURCES: S&P Raises CCR to 'B-'; Outlook Stable

EMAS CHIYODA: Sale of Texas Property to Subsea for $16M Approved
EMERALD COAST: Sale of Assets Via Northwest Florida Auction Okayed
EMMAUS LIFE: Will Invest $31.3 Million in Korea's Telcon
ENVISAGE DEVELOPMENT: Seeks to Hire Envisage as Broker
FEDERAL BUSINESS: Case Summary & 20 Largest Unsecured Creditors

FLOUR MOUNTAIN: Has Interim OK to Use Cash Collateral Until Sept. 7
GENERAC POWER: Moody's Affirms Ba3 CFR, Outlook Stable
GLYECO INC: Appoints Brian Gelman as Chief Financial Officer
GUP'S HILL PLANTATION: Patel Buying The Edgefield Inn for $790K
GV HOSPITAL: Taps CBRE Inc. as Real Estate Appraiser

GYMBOREE CORP: Files Joint Plan of Reorganization
GYMBOREE CORP: Seeks Approval of Backstop Commitment Agreement
HANCOCK FABRICS: Court Confirms 2nd Amended Liquidation Plan
HGIM CORP: S&P Lowers CCR to 'CCC-'; Outlook Negative
HHGREGG INC: Seeks Court Approval to Sell Class Action Assets

HOPE-WELL PILOT: Hires Baker & Associates as Attorneys
IGNITE RESTAURANT: U.S. Trustee Forms 5-Member Committee
IMMUCOR INC: Moody's Raises Corporate Family Rating to B3
IMPLANT SCIENCES: Plan Outline Approved, Aug. 3 Conf. Hearing Set
J.G. NASCON: Keesler Buying Sakai SV70D Vibratory Roller for $7K

KATY INDUSTRIES: Asset Sale Procedures OKed, July 14 Auction Set
KENT LINDEMUTH: Court Severs 2 Counts from Indictment
KINGDOM MEDICINE: Case Summary & 20 Largest Unsecured Creditors
KODI DISTRIBUTING: Voluntary Chapter 11 Case Summary
LAURA BARRAGAN: Sale of Lubbock Property for $175K Approved

LIVELY HOPE: Case Summary & Unsecured Creditor
LONGVIEW POWER: S&P Lowers Rating to 'CCC'; Outlook Negative
LSB INDUSTRIES: Aims to Cut Costs, Sell Non-Core Assets
LUMENATE TECHNOLOGIES: Has Interim OK to Use Cash Collateral
M SPACE: Selling Down Rowell Trailer to Davis for $1.2K

MAJORCA ISLES: Will Form Creditor Trust, Pay All Debts Under Plan
MEDEX TRANSPORTATION: Has Final Nod to Use Cash Collateral
MMM HOLDINGS: Moody's Affirms B3 CFR & Revises Outlook to Positive
MOLYCORP MINERALS: Westchester Fire Wants Mine Sales Pact Modified
MULTICARE HOME: Case Summary & 6 Unsecured Creditors

NORTEL NETWORKS: US Debtors Not Obligated to Pay Former CEO
NORTHERN OIL: Bahram Akradi Fails to Get Board Position
ONE STATE STREET: Case Summary & 6 Unsecured Creditors
ORANGE COUNTY NURSERY: Court Issues Stay Pending Plan Order Appeal
ORIGINAL SOUPMAN: Deal With Soup Supplier Has Interim Approval

ORIGINAL SOUPMAN: Gets Approval to Hire Epiq as Claims Agent
ORIGINAL SOUPMAN: June 27 Meeting Set to Form Creditors' Panel
ORIGINAL SOUPMAN: Seeks to Hire Epiq as Administrative Advisor
PARADISE MEDSPA: Hearing on Disclosure Statement Set for Aug. 22
PERFUMANIA HOLDINGS: Delays Filing of First Quarter 10-Q

PETTERS CO: General Electric Can't Dodge Suit Over Ponzi Scheme
PHOTO STENCIL: Sale of Stencil Laser for $70K Approved
POLLACK ACADEMIC: S&P Affirms 'BB' Rating on 2010 Revenue Bonds
PUERTO RICO: Fiscal Board Slammed for Restructuring Deal Delay
PUERTO RICO: Parties Object to Commonwealth-COFINA Procedures

RESTAURANT EL OBRERO: Plan Confirmation Hearing Set for Aug. 30
RICKY WILLIAMSON: Selling Sunflower Property to Pay Planters Bank
ROBERT HILL PC: Court Abstains from Bankruptcy Proceeding
RUE21 INC: Hires A&G Realty Partners as Consultant and Advisor
RUE21 INC: Hires Berkeley Research Group as Financial Advisors

RUE21 INC: Hires Kurtzman Carson as Administrative Advisor
SASSAFRAS HILL: Gets Final Approval for Disclosure Statement
SCIENTIFIC GAMES: 13 Directors Elected by Stockholders
SCIENTIFIC GAMES: Adopts Rights Pact to Protect Stockholder Value
SEARS CANADA: CA$450M Financing from Existing Lenders Approved

SEARS CANADA: CCAA Case Summary & List of Advisors
SEARS CANADA: Commences Proceedings Under Canada's CCAA
SEARS CANADA: Required to Complete Bidding for Stores by Sept. 25
SEARS CANADA: To Close 59 Stores, Fire 2,900 Employees
SII LIQUIDATION: Court Denies Hahn's Request for Status Conference

SKYE ASSOCIATES: Sale of $225K Worldpay Funds Approved
SKYLINE CORP: Three Long-Time Directors Will Retire
SM ENERGY: S&P Affirms 'BB-' CCR & Revises Outlook to Stable
SOLID LANDINGS: Seeks to Hire GGG Partners, Appoint CRO
SOLID LANDINGS: Taps Lewis Brisbois as Special Counsel

SPECTRUM ALLIANCE: Case Summary & 20 Largest Unsecured Creditors
SPI ENERGY: Seeking to List Ordinary Shares on Nasdaq
SUNEDISON INC: Court Denies TERP's Rule 2004 Examination on DE Shaw
SUNEDISON INC: Transition Agreement With Terraform Power Approved
THERON WHITING: Trustee Selling Payson Property to Big Dog for $25K

TIDEWATER INC: Equity Ad Hoc Committee Seeks Plan Hrg. Adjournment
TIDEWATER INC: U.S. Trustee Forms 3-Member Creditor's Committee
TIDEWATER INC: U.S. Trustee Forms 3-Member Equity Committee
TRE AMICI LEASING: Seeks to Hire Palm Harbor as Legal Counsel
TRIBUNE MEDIA: Order Sustaining Objection to Claim No. 3333 Upheld

TRUCK HERO: S&P Affirms Then Withdraws 'B' CCR
UMATRIN HOLDING: Amends 2016 Form 10-K Due to Classification Error
UNIVERSITY GENERAL: Case Summary & 20 Largest Unsecured Creditors
US ECOLOGY: Moody's Withdraws Ba3 CFR on Debt Repayment
VANSCOY CHIROPRACTIC: Taps Caldwell & Riffee as Legal Counsel

VERTEX ENERGY: CEO's Base Salary Hiked to $335,000
VIASAT INC: S&P Raises CCR to 'BB-'; Outlook Stable
W3 TOPCO: S&P Raises CCR to 'B-' on New Capital Structure
WALKER RENAISSANCE: Case Summary & 20 Largest Unsecured Creditors
WESTPORT HOLDINGS: Plan Confirmation Hearing on July 6

WORLD OF DISCOVERY: Plan Outline Okayed, Plan Hearing on July 19
[*] US High Yield Bond Default Rate Approaches 2%, Fitch Says
[^] BOOK REVIEW: Landmarks in Medicine - Laity Lectures

                            *********

ADVANCED SOLIDS: Sale of Remaining Furniture on Consignment Okayed
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Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas authorized Advanced Solids Control, LLC's
consignment sale by H. Lancaster Co. of remaining furniture for
their new minimum prices.

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

         http://bankrupt.com/misc/Advanced_Solids_124_Order.pdf

The sale is free and clear of all liens, claims and encumbrances.

The Debtor has no liens against the remaining furniture, and the
Debtor is authorized to use the net sales proceeds to assist it
with its reorganization efforts and the payment of creditors of the
Estate.

                 About Advanced Solids Control

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

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

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


AEROPOSTALE: Sues Hilco, et al., for Turnover of $1.3M Funds
------------------------------------------------------------
BankruptcyData.com reported that Aeropostale Inc. filed with the
U.S. Bankruptcy Court a complaint against Hilco Merchant Resources,
Gordon Brothers Retail Partners and Aero Opco (Defendants).
Aeropostale argues, "Plaintiffs bring this action to obtain an
order directing Defendants to turnover $1,335,471.84, the amount of
a vendor deposit made by the Debtors to Star Fancy Holdings in July
2016 as a prepayment for certain goods, that Defendants are
wrongfully withholding from the estates. On September 13, 2016,
shortly after the Debtors paid the Deposit to Star Fancy, the Court
approved the sale of substantially all of the Debtors' business to
Aero OpCo (the 'Sale'). In connection with the Sale, the Debtors
and Aero OpCo designated a joint venture composed of Hilco and GB
to serve as their exclusive Agent for purposes of selling certain
inventory including that which was subject to open purchase orders
at the time of the Sale, including the goods that the Debtors
purchased from Star Fancy. Vendor deposits, like the Star Fancy
Deposit, were expressly excluded from the Sale. Under the terms of
the Purchase Agreement and Agency Agreement, the Agent, upon
delivery of goods subject to a vendor deposit paid by the Debtors,
is required to reimburse the Debtors for the full amount of the
vendor deposit. In October 2016, Star Fancy delivered the goods
subject to the Debtors' prepayment Deposit, thus triggering the
Agent's obligation to reimburse the Debtors for the Deposit. The
Debtors promptly demanded that the Agent turn over the full amount
of the Deposit to them. The Agent has refused to do so."

                     About Aeropostale, Inc.

Aeropostale, Inc. (OTC Pink: AROPQ) is a specialty retailer of
casual apparel and accessories, principally serving young women and
men through its Aeropostale(R) and Aeropostale Factory(TM) stores
and website and 4 to 12 year-olds through its P.S. From Aeropostale
stores and website.  The Company provides customers with a focused
selection of high quality fashion and fashion basic merchandise at
compelling values in an exciting and customer friendly store
environment.  Aeropostale maintains control over its proprietary
brands by designing, sourcing, marketing and selling all of its own
merchandise.  As of May 1, 2016, the Company operated 739
Aeropostale(R) stores in 50 states and Puerto Rico, 41 Aeropostale
stores in Canada and 25 P.S. from Aeropostale(R) stores in 12
states.  In addition, pursuant to various licensing agreements, the
Company's licensees currently operate 322 Aeropostale(R) and P.S.
from Aeropostale(R) locations in the Middle East, Asia, Europe, and
Latin America.  Since November 2012, Aeropostale, Inc., has
operated GoJane.com, an online women's fashion footwear and apparel
retailer.

Aeropostale, Inc., and 10 of its affiliates each filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 16-11275) on May 4, 2016.  The petitions were signed
by Marc G. Schubac, senior vice president, general counsel and
secretary.

The Debtors disclosed assets of $354.38 million and total debt
of $390.02 million as of Jan. 30, 2016.

The Debtors hired Weil, Gotshal & Manges LLP as counsel; FTI
Consulting, Inc., as restructuring advisor; Stifel, Nicolaus &
Company, Inc., and Miller Buckfire & Company LLC as investment
bankers; RCS Real Estate Advisors as real estate advisors; Prime
Clerk LLC as claims and noticing agent; Stikeman Elliot LLP as
Canadian counsel; and Togut, Segal & Segal LLP as conflicts
counsel.

Judge Sean H. Lane is assigned to the cases.

The U.S. trustee for Region 2 on May 11, 2016, appointed seven
creditors of Aeropostale Inc. to serve on the official committee of
unsecured creditors.  The Committee retained Pachulski Stang Ziehl
& Jones LLP as counsel.


AGROFRESH INC: Moody's Affirms B2 CFR & Alters Outlook to Negative
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Moody's Investors Service affirmed AgroFresh Inc's B2 corporate
family rating, B2-PD probability of default rating and B2 senior
secured credit facility rating. Moody's also lowered the
speculative grade liquidity rating to SGL-3 from SGL-2 and revised
the ratings outlook to negative. The revision of the rating outlook
to negative reflects diminished growth prospects due to slower than
expected commecialization of new products and increased competition
relative to when the rating was first assigned. The negative
outlook also reflects patent expiration for the key encapsulation
technology over the next two years which together with increased
competitive environment will likely pressure margins going
forward.

Moody's took the following rating actions for AgroFresh, Inc.

Downgrades:

Issuer: AgroFresh, Inc.

-- Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
    SGL-2

Outlook Actions:

Issuer: AgroFresh, Inc.

-- Outlook, Negative

Affirmations:

Issuer: AgroFresh, Inc.

-- Probability of Default Rating, Affirmed B2-PD

-- Corporate Family Rating, Affirmed B2

-- Senior Secured Bank Credit Facility, Affirmed B2 (LGD3)

RATINGS RATIONALE

The B2 corporate family rating reflects AgroFresh's high business
risk due to technology, product and crop concentration, small scale
and high financial leverage. While AgroFresh has introduced some
new products, it continues to generate 90% its sales and earnings
from its principal product SmartFresh, with 85% of the company's
sales generated from SmartFresh use on apples. The planned
expansion into other active ingredients, technologies, crops and
end markets has been slower than expected when the rating was first
assigned. Moreover, the company is facing modest organic growth
opportunities coupled with increasing competition and patent
expiration for its encapsulation technology over the next few
years, which could pressure margins going forward. Moody's believes
the company will pursue acquisitions to improve its growth
trajectory, and hence there is heightened event risk, while it is
still building out its systems for a stand-alone company following
its separation from The Dow Chemical Company in 2015. AgroFresh's
relatively short history as a stand-alone entity and senior
management turnover are also constraining factors for the rating.
However, the company benefits from technological know-how and
asset-light business model which support high EBITDA margins of
around 50%, strong free cash flow generation and expected adequate
liquidity. The rating reflects expectations for improved cash flows
after the company reached an agreement in April 2017, which will
reduce its future cash payments to Dow, its key shareholder. The
rating anticipates that all additional cash will be used to support
growth initiatives rather than debt repayments.

The negative rating outlook reflects diminished growth prospects,
increased competition, near-term patent expiration and potential
margin compression. There is limited upside to the rating at this
time due to AgroFresh's small size, single product concentration,
and single crop risk. Moody's could upgrade the rating if the
company successfully commercializes its new products, while
maintaining strong margins and cash generation. Moody's could
downgrade the rating if sales and EBITDA margins decline, and
acquisitions increase leverage sustainably above 6 times. Moody's
could also downgrade the rating if free cash flow turns negative.

AgroFresh's SGL-3 Speculative Grade Liquidity Rating reflects
adequate liquidity supported by $85 million in cash and good cash
flow generation. Approximately half of cash is held domestically,
while the majority of cash held overseas is easily accessible. The
company has a $25 million revolver due 2019, which was undrawn as
of March 31, 2017, though availability is reduced by $0.5 million
of letters of credit outstanding. While working capital needs are
anticipated to be funded by ample cash generation, the revolver
could be used to support the highly seasonal swings which are
concentrated in the fourth quarter. There are no near term
maturities, as the company's $425 million Term Loan B facility is
due 2021. The annual amortization is $4.25 million. The credit
agreement has a springing senior secured net leverage ratio of 4.25
times if the revolver is drawn or outstanding letters of credit are
above $5 million. The covenant was not tested but if it were the
cushion is narrow. The covenant steps down to 4 times on July 1,
2017. If performance deteriorates the company may not have access
to the full amount of draw of the revolver. All assets are
encumbered under secured credit facilities.

Headquartered in Philadelphia, PA, AgroFresh Solutions, Inc., the
parent company of AgroFresh, Inc., was originally incorporated as
Boulevard Acquisition Corp., a special purpose acquisition company,
and changed its name after completing its acquisition the AgroFresh
business from Dow. AgroFresh is an agricultural chemicals company
in the area of fresh produce preservation, which provides products
and services for use in produce storage, transportation, and
harvest management. Revenues for the last twelve months ending
March 31, 2017 were approximately $159 million.

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


ALLIANCE ONE: S&P Affirms 'CCC+' CCR; Outlook Negative
------------------------------------------------------
S&P Global Ratings affirmed its 'CCC+' corporate credit rating on
Morrisville, N.C.-based Alliance One International Inc. (AOI).  The
rating outlook is negative.

At the same time, S&P affirmed all issue-level ratings including
its 'B+' rating on the company's $60 million ABL facility due 2021
with a '1+' recovery rating, which indicates S&P's expectation for
full recovery (100%) in the event of a payment default.  S&P also
affirmed its 'B-' issue-level rating on the company's $275 million
senior secured first-lien notes maturing April 2021 with a '2'
recovery rating, indicating S&P's expectation for substantial
recovery (70%-90%, rounded estimate 70%) in the event of a payment
default.  S&P also affirmed the 'CCC' rating on the company's $735
million senior secured second-lien notes, with a recovery rating of
'5', indicating S&P's expectation for modest recovery (10%-30%,
rounded estimate 10%) in the event of a payment default.

Reported debt outstanding as of March 31, 2017, is $1.4 billion.

The rating affirmation reflects S&P's forecast that the company's
credit metrics will show modest improvement but remain very weak
over the next year, including adjusted debt to EBITDA in the mid-9x
area (compared to over 12x currently) and EBITDA to cash interest
coverage below 1.5x.  Despite S&P's forecast for modest
improvement, the company has missed its estimates over the last
several years.

The negative outlook reflects the potential for a lower rating over
the next 12 months if operating performance weakens further.

S&P could revise the outlook to stable if operating performance
improves such that S&P forecasts the company will generate
sustained positive free cash flow and EBITDA to cash interest
coverage above 1.5x.


ALLIED CONSOLIDATED: Court Denies U.S. Steel's Oral Motion for Stay
-------------------------------------------------------------------
On May 2, 2017, Debtors and Debtors-in-Possession Allied
Consolidated Industries, Inc., Allied Erecting & Dismantling
Co.,Inc., Allied Industrial Scrap, Inc., and Allied-Gator, Inc.,
and the Official Committee of Unsecured Creditors jointly filed a
Second Amended Joint Plan of Reorganization proposed by the Debtor
and the Official Committee of Unsecured Creditors.

On May 31, 2017, United States Steel Corporation filed an objection
to the confirmation of the Second Amended Joint Plan of
Reorganization.

Judge Kay Woods of the U.S. Bankruptcy Court for the Northern
District of Ohio held a hearing to consider confirmation of the
Joint Plan on June 7, 2017, which hearing was continued to and
concluded on June 14, 2017. Upon conclusion of the Confirmation
Hearing, Judge Woods orally approved confirmation of the Joint Plan
and overruled the Objection.

Following Judge Woods' oral ruling approving confirmation of the
Joint Plan, Charles M. Oellermann, counsel for U.S. Steel, made an
oral motion asking the court to stay the plan confirmation order
pending U.S. Steel's appeal of the order. Absent the stay, the
plan's effective date occurs 15 days after the entry of an order
confirming the plan.

Judge Woods issued an oral ruling denying the Oral Motion.

In coming up with the decision, Judge Woods considered that U.S.
Steel made no argument to support its Oral Motion other than a
desire to avoid an adverse ruling on equitable mootness grounds.

The Sixth Circuit has recognized that, in determining whether an
injunction should be issued pending appeal, a trial court, which in
this case was the Bankruptcy Court, should apply "the same four
factors that are traditionally considered in evaluating the
granting of a preliminary injunction." These four balancing factors
are: (1) the likelihood that the party seeking the stay will
prevail on the merits of the appeal; (2) the likelihood that the
moving party will be irreparably harmed absent a stay; (3) the
prospect that others will be harmed if the court grants the stay;
and (4) the public interest in granting the stay.

In the present case, U.S. Steel made no attempt to show that any of
the four factors required for imposing a stay are applicable. Judge
Woods also finds that U.S. Steel has not demonstrated any of the
requisite four factors to obtain a stay pending appeal of the
Confirmation Order.

Additionally, Mr. Oellermann referenced that reliance interests
will be created if the Joint Plan is implemented. However, those
reliance interests will be that creditors will receive
distributions in payment of their claims. This is exactly the same
result that would be obtained if the case were to be converted to a
Chapter 7 liquidation, which is the desired result U.S. Steel
seeks. Consequently, the Court sees no basis to stay the
Confirmation Order merely because reliance interests may be
created.

Based on the said reasons, Judge Woods rules that U.S. Steel has
not demonstrated any likelihood that it will prevail on the merits
of an appeal; U.S. Steel will not be irreparably harmed absent a
stay, and other parties would be harmed by the imposition of a stay
pending appeal of the Confirmation Order.

As a consequence, the Court will not enter an order staying the
Confirmation Order.

A full-text copy of Judge Woods Memorandum Opinion and Order dated
June 19, 2017, is available at:

     http://bankrupt.com/misc/ohnb16-40675-379.pdf

            About Allied Consolidated Industries

Co-founded on March 7, 1973, by current president, John R. Ramun,
and his father, Michael Ramun, Allied Erecting and Dismantling,
Inc., provided industrial dismantling of decommissioned industrial
facilities.  In 1985, Allied Industrial Scrap, Inc., Allied
Industrial Equipment, Inc., Allied Industrial Development
Corporation, and Allied Industrial Contracting, Inc., came into
being.  The Allied companies' complex at 1999 Poland Avenue,
Youngstown, Ohio includes a 25,000 square foot office building and
a new 218,000 square foot machine shop, office, and training
facility.

Allied Consolidated Industries, Inc. is the parent company.
President John R. Ramun is a 75% shareholder and his brother,
Michael D. Ramun, is a 25% shareholder.

Allied Consolidated Industries, Allied Erecting and Dismantling,
Allied Gator, Inc., and Allied Industrial Scrap sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Lead
Case
No. 16-40675) on April 13, 2016.  The petitions were signed by
John
R. Ramun, president.

The Court approved the retention of Suhar & Macejko, LLC, as
Counsel for the Debtors on May 12, 2016.  The Court entered an
agreed order approving the retention of Inglewood Associates, LLC
as turnaround managers on May 13, 2016.  The Court approved the
retention of Eckert Seamans Cherin & Mellott, LLC, as special
counsel on July 18, 2016.

The Debtors have sought approval to employ Landmark Real Estate
Services, LLC, as the non-exclusive real estate broker in
Connection with the listing for sale of 240 acres of properties
for
a listing period through June 30, 2017.

On May 16, 2016, the United States Trustee filed a notice of
appointment of an Official Committee of Unsecured Creditors.  On
June 30, 2016, the bankruptcy court granted the committee's
application to retain counsel.

On July 11, 2016, the bankruptcy court entered an order granting
substantive consolidation of the estates of the debtor companies.


ALLIED CONSOLIDATED: USS' Objection to 2nd Amended Plan Overruled
-----------------------------------------------------------------
Judge Kay Woods of the U.S. Bankruptcy Court for the Northern
District of Ohio overruled the objection of United States Steel
Corporation to the Confirmation of the Second Amended Joint Plan of
Reorganization jointly filed by Allied Consolidated Industries,
Inc., Allied Erecting & Dismantling Co., Inc., Allied Industrial
Scrap, Inc., and Allied-Gator, Inc. and the Official Committee of
Unsecured Creditors.

U.S. Steel's objection contains several discrete objections to the
Joint Plan.  Two objections asserted by U.S. Steel have been
resolved by agreement and modification on the record at the
Confirmation Hearing: (i) the Debtors have agreed to use language
offered by U.S. Steel to modify certain alleged contradictory
and/or ambiguous provisions of the Joint Plan; and (ii) the Debtors
have agreed that the "Fairless Agreements" would be rejected rather
than assumed.

The remaining objections can be summarized, as follows: First, the
Joint Plan is mischaracterized as a plan of reorganization, whereas
it actually provides for liquidation of the Debtors' assets rather
than reorganization of the Debtors' business operations. Second,
the Joint Plan fails to meet the best-interest-of-creditors test in
11 U.S.C. section 1129(a)(7), which requires the Joint Plan to
provide U. S. Steel with no less than what it would receive if the
Debtors' assets were liquidated under chapter 7. Third, the Joint
Plan is not feasible. Fourth, the Joint Plan does not comply with
the cramdown standard in 11 U.S.C. section 1129(b)(2)(A) with
respect to U.S. Steel's claim.

After a thorough analysis of U.S. Steel's arguments, Judge Woods
overrules the four fundamental objections. First, the Joint Plan
is, in fact, a plan of reorganization. AIS and AGI will continue to
operate following the Effective Date, and the Joint Plan
contemplates that AGI will continue to operate after termination of
the Creditor Trust. Second, the Joint Plan meets the
best-interest-of-creditors test in 11 U.S.C. section 1129(a)(7)
because U.S. Steel will receive the same value under either the
Joint Plan or a chapter 7 liquidation. Third, the Joint Plan is
feasible, as exhibited through the testimony of John K. Lane, the
Debtors' Crisis Manager. Finally, the Joint Plan meets the cramdown
requirements in 11 U.S.C. section 1129(b)(2)(A) because it is fair
and equitable and does not unfairly discriminate against U.S.
Steel.

A full-text copy of Judge Woods' Memorandum Opinion and Order dated
June 19, 2017, is available at:

       http://bankrupt.com/misc/ohnb16-40675-376.pdf

           About Allied Consolidated Industries

Co-founded on March 7, 1973, by current president, John R. Ramun,
and his father, Michael Ramun, Allied Erecting and Dismantling,
Inc., provided industrial dismantling of decommissioned industrial
facilities.  In 1985, Allied Industrial Scrap, Inc., Allied
Industrial Equipment, Inc., Allied Industrial Development
Corporation, and Allied Industrial Contracting, Inc., came into
being.  The Allied companies' complex at 1999 Poland Avenue,
Youngstown, Ohio includes a 25,000 square foot office building and
a new 218,000 square foot machine shop, office, and training
facility.

Allied Consolidated Industries, Inc. is the parent company.
President John R. Ramun is a 75% shareholder and his brother,
Michael D. Ramun, is a 25% shareholder.

Allied Consolidated Industries, Allied Erecting and Dismantling,
Allied Gator, Inc., and Allied Industrial Scrap sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Lead
Case
No. 16-40675) on April 13, 2016.  The petitions were signed by
John
R. Ramun, president.

The Court approved the retention of Suhar & Macejko, LLC, as
Counsel for the Debtors on May 12, 2016.  The Court entered an
agreed order approving the retention of Inglewood Associates, LLC
as turnaround managers on May 13, 2016.  The Court approved the
retention of Eckert Seamans Cherin & Mellott, LLC, as special
counsel on July 18, 2016.

The Debtors have sought approval to employ Landmark Real Estate
Services, LLC, as the non-exclusive real estate broker in
Connection with the listing for sale of 240 acres of properties
for
a listing period through June 30, 2017.

On May 16, 2016, the United States Trustee filed a notice of
appointment of an Official Committee of Unsecured Creditors.  On
June 30, 2016, the bankruptcy court granted the committee's
application to retain counsel.

On July 11, 2016, the bankruptcy court entered an order granting
substantive consolidation of the estates of the debtor companies.


AM CASTLE: Court Sets Aug. 2 as Combined Plan Hearing
-----------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court issued
an order (i) scheduling A.M. Castle & Co.'s combined hearing to
consider (a) adequacy of the Disclosure Statement, (b) confirmation
of the Prepackaged Plan of Reorganization and (c) the assumption of
executory contracts and cure amounts; (ii) fixing the deadlines to
object to the Disclosure Statement, Prepackaged Plan and proposed
assumption or rejection of executory contracts and cure costs;
(iii) approving (a) pre-petition solicitation procedures, (b) form
and manner of notice of commencement, the combined hearing,
assumption of executory contracts and cure amounts related thereto
and objection deadlines and (c) form and manner of notice of equity
holder election forms; (iv) conditionally (a) directing the U.S.
Trustee not to convene a Section 341(a) meeting of creditors and
(b) waiving requirement of filing statements of financial affairs
and schedules of assets and liabilities. The order states, "It is
hereby ordered that, the relief requested in the Motion is Granted.
The Combined Hearing (at which time this Court will consider, the
adequacy of the Disclosure Statement, confirmation of the Plan,
assumption and rejection of Executory Contracts and Unexpired
Leases, and Cure Amounts) will be held before this Court on August
2, 2017, with objections due by July 19, 2017. The following dates
are also fixed: Equity holder election deadline: July 26, 2017 and
plan/ disclosure statement reply deadline: July 25, 2017."

                       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 to Assume $125M Exit Facility Commitment Letter
----------------------------------------------------------------
A.M. Castle & Co. and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware to assume the
$125,000,000 Senior Secured Facilities Exit Facility Commitment
Letter dated June 1, 2017, with PNC Bank, National Association.

The Debtors' Prepackaged Joint Chapter 11 Plan of Reorganization
contemplates implementing a new senior secured exit financing
facility in order to repay certain existing first lien debt and to
provide additional working capital liquidity to the reorganized
Debtors on a post-emergence basis.

Consistent with the Plan and following an extensive marketing
effort, the Debtors negotiated the terms of the Exit Facility
Commitment Letter with PNC and executed such commitment prior to
the commencement of the Debtors' bankruptcy cases.  The Debtors
believe that the financing contemplated under the Exit Facility
Commitment Letter is advantageous to the Debtors given the low
interest rate that will be charged and the amount of liquidity (up
to $125 million) that will be made available to the reorganized
Debtors, subject to the borrowing base and other conditions set
forth in the Exit Facility Commitment Letter.

The Debtors now seek to assume the exit Facility Commitment Letter
in order to ensure that the funding contemplated thereunder will be
available to the Debtors following confirmation of the Plan.  By
assuming the Exit Facility Commitment Letter, the Debtors will be
agreeing to reimburse PNC for its reasonable fees and expenses in
connection with its due diligence and preparation of definitive
documents with respect to the contemplated exit facility, and to
indemnify PNC as to any damages or losses that PNC or its
affiliated persons may incur as a result of, or in connection with,
the exit facility.

                 $125M Revolving Credit Facility

The Exit Facility Commitment Letter contemplates a $125 million
senior secured, revolving credit facility for the Debtors (the
"Exit Facility"), to be entered into upon the effective date of the
Plan.  Under the Exit Facility Commitment Letter, PNC has agreed to
act as Agent, Lead Arranger and Sole Book Runner of the Exit
Facility.  The Exit Facility Commitment Letter sets forth certain
of the anticipated terms and conditions of the Exit Facility.
Consummation of the Exit Facility will be subject to the completion
of definitive documentation, the satisfaction of certain
conditions, including the Court's approval thereof, and the payment
by the Debtors of required fees and expenses.

The proceeds of the Exit Facility, upon closing, would be used to
(a) refinance certain existing debt of the Debtors and their
subsidiaries, including debt under a contemplated
debtor-in-possession facility (the "DIP Facility"), (b) pay fees
and Expenses related to this transaction, (c) satisfy ongoing
capital expenditures, and (d) provide the ongoing growth and
working capital needs of the Debtors.  

The Exit Facility Commitment Letter requires the Debtors to obtain
an order approving this Motion within 30 days after the filing of
the motion to approve the DIP Facility.  

As reported in the June 22, 2017 edition of the TCR, the Debtors
filed a separate motion to seek approval of a new $85 million
senior, secured debtor-in-possession financing facility ("DIP
Facility") with PNC Bank, as administrative agent and postpetition
lender.

Interest on the indebtedness under the Exit Facility is expected to
accrue based on the applicable LIBOR-based rate, as set forth in
the Exit Facility Commitment Letter.

The Exit Facility will have maturity of five years from the closing
date.

The obligations of the Debtors and their existing and future
subsidiaries are, subject to certain conditions, to be secured by a
first priority perfected security interest in all or substantially
all of their respective assets and the Debtors' equity interests in
subsidiaries.

Pursuant to the Exit Facility Commitment Letter, and in
consideration for PNC's commitment, the Debtors were required to
pay PNC a customary deposit for reasonable costs and expenses that
may be incurred by PNC in connection with the transactions
contemplated by the Exit Facility Commitment Letter (the "PNC
Expenses"), which deposit is subject to reduction on a
dollar-for-dollar basis for the deposit paid by the Debtors to PNC
in connection with the DIP Facility Commitment Letter.  As a result
of the simultaneous execution of the DIP Facility Commitment Letter
and the Exit Facility Commitment Letter, no additional deposit was
required under the Exit Facility Commitment Letter at that time; at
that time; however, the deposit is subject to replenishment
requirements as set forth in the Exit Facility Commitment Letter.

Pursuant to the Exit Facility Commitment Letter, the Debtors have
agreed to pay all reasonable fees, costs and expenses of PNC in
connection with, inter alia, (i) legal and business due diligence,
(ii) the preparation, negotiation, execution and delivery of the
Exit Facility Commitment Letter, and (iii) the enforcement of any
of PNC's rights and remedies under the Exit Facility Commitment
Letter, which fees and expenses are payable whether or not the Exit
Facility is consummated.  The Exit Facility Commitment Letter
requires the Debtors to obtain an order of this Court approving the
Debtors' reimbursement obligations with respect to such PNC
Expenses.

Further, the Exit Facility Commitment Letter contains an
exclusivity provision that requires the Debtors to work solely with
PNC in order to consummate the Exit Facility until the Exit
Facility Commitment Letter expires; however, there is a "fiduciary
nut" in that nothing in the Exit facility Commitment Letter shall
require the Debtors or any of their directors or officers (in such
person's capacity as a director or officer) to take any action, or
to refrain from taking any action, to the extent that taking such
action or refraining from taking such action would be inconsistent
with such party's fiduciary obligations under applicable law.  Such
provision is reasonable under the circumstances, including the fact
that the Debtors actively solicited multiple potential lenders
prepetition prior to the execution of the Exit Facility
Commitment Letter.

Finally, the Exit Facility Commitment Letter contains a standard
indemnification provision in favor of PNC, pursuant to which the
Debtors agreed to indemnify and hold harmless PNC and its
affiliates and each of their directors, officers and employees
(each, an "Indemnified Person"), from and against any and all
losses, claims, damages, expenses and liabilities incurred by any
Indemnified Person that arise out of or relate to any investigation
or other proceeding (including any threatened investigation or
litigation or other proceedings and whether or not such Indemnified
Person is a party thereto) relating to the Exit Facility Commitment
Letter, the Exit Facility Term Sheet or the transactions
contemplated thereby, including, without limitation, the reasonable
fees and disbursements of counsel (which fees and disbursements may
include, but are not limited to, reasonable fees and disbursements
of in-house counsel incurred in connection with any of the
foregoing), but excluding any of the foregoing claimed by any
Indemnified Person to the extent incurred by reason of the gross
negligence or willful misconduct of such Indemnified Person as
determined by a final non-appealable judgment of a court of
competent jurisdiction.  PNC also will not be responsible or liable
to the Debtors or any other person for indirect, punitive, or
consequential damages which may be alleged as a result of the Exit
Facility Commitment Letter, the Exit Facility Term Sheet or the
transactions contemplated thereby.

The Exit Facility Commitment Letter expires on the earlier of (a)
July 31, 2017, if substantially final definitive documentation has
not been negotiated between the Debtors and PNC on or prior to such
date (unless otherwise extended in writing by the Debtors and PNC
in their sole discretion); (b) August 31, 2017 (or such later date
as may be agreed in writing by the Debtors and PNC in their sole
discretion), if the Exit Facility has not closed on or before such
date; or (c) upon the closing of the Exit Facility.

The Debtors seek authority to (i) assume the Exit Facility
Commitment Letter, (ii) pay and reimburse the PNC Expenses in
accordance with the terms of the Exit Facility Commitment Letter,
and (iii) indemnify each Indemnified Person (including PNC) in
accordance with the terms of the Exit Facility Commitment Letter.

A full-text copy of Motion, which includes a copy of the Exit
Facility Commitment Letter, is available at:

    http://bankrupt.com/misc/AM_Castle_66_M_Exit_Comm.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.



AMERICAN APPAREL: Travelers Insists Dov Charney Lawsuit Not Covered
-------------------------------------------------------------------
Rick Archer, writing for Bankruptcy Law360, reports that Travelers
Indemnity Co. asked a New York federal court to declare it does not
have to pay the costs Standard General LP incurred defending a
defamation lawsuit by former American Apparel CEO Dov Charney.  The
lawsuit was over an employment issue and not advertising, the
report states, citing Travelers Indemnity.

As reported by the Troubled Company Reporter on May 22, 2017,
Standard General asked to be repaid by Travelers Indemnity for its
defense costs in the defamation lawsuit, complaining that Travelers
Indemnity tried to evade coverage by arguing that the lawsuit
didn't allege advertising injury or that it's barred under an
employment practices exclusion.

                     About American Apparel

American Apparel Inc. is one of the largest apparel manufacturers
in North America, employing 4,700 employees across 3 active
manufacturing facilities, one distribution facility and
approximately 110 retail stores in the United States.  

American Apparel and its affiliates filed for chapter 11
protection in October 2015, confirmed a fully consensual plan of
reorganization in January 2016, and substantially consummated that
plan on Feb. 5, 2016.  Unfortunately, the business turnaround plan
upon which the Debtors' plan of reorganization was premised
failed.

American Apparel LLC, nka APP Windown, LLC, along with five of
its affiliates, again sought bankruptcy protection (Bankr. D. Del.
Lead Case No. 16-12551) on Nov. 14, 2016, with a deal to sell the
assets.  The petitions were signed by Bennett L. Nussbaum, chief
financial officer.

As of the bankruptcy filing, the Debtors estimated assets and
liabilities in the range of $100 million to $500 million each.  As
of the Petition Date, the Debtors had outstanding debt in the
aggregate principal amount of approximately $215 million under
their prepetition credit facility.  Additionally, the Debtors have
guaranteed one of its United Kingdom subsidiaries' obligations
under a $15 million unsecured note due Oct. 15, 2020, court
document shows.

The Debtors have hired Laura Davis Jones, Esq. and James E.
O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel;
Erin N. Brady, Esq., Scott J. Greenberg, Esq., and Michael J.
Cohen, Esq., at Jones Day as co-counsel; Berkeley Research Group,
LLC as financial advisors; Houlihan Lokey as investment banker; and
Prime Clerk LLC, as claims and noticing agent.

The Official Committee of Unsecured Creditors is represented by
lawyers at Bayard P.A. and Cooley LLP.

In early 2017, the Debtors succeeded in selling their intellectual
property and certain of their wholesale assets to Gildan Activewear
SRL for approximately $100 million.  The Court approved the sale on
Jan. 12, 2017, and the Sale closed on Feb. 8, 2017.

On Feb. 9, 2017, in accordance with the closing of the sale and the
sale court order, the Debtors filed appropriate documentation to
change their names:

      New Name                     Former Name
  APP Winddown, LLC             American Apparel, LLC
  APP USA Winddown, LLC         American Apparel (USA), LLC
  APP Retail Winddown, Inc.     American Apparel Retail, Inc.
  APP D&F Winddown, Inc.        American Apparel Dyeing &
                                    Finishing, Inc.
  APP Knitting Winddown, LLC    KCL Knitting, LLC
  APP Shipping Winddown, Inc.   Fresh Air Freight, Inc.


AMERICAN POWER: Extends Deadline to File Certificate of Designation
-------------------------------------------------------------------
American Power Group Corporation, a Delaware corporation, and the
holders of its Subordinated Contingent Convertible Promissory Notes
entered into an amendment to the Convertible Note Purchase
Agreement dated as of Jan. 27, 2017, under which the Notes were
issued.  Pursuant to this amendment, the Company's obligation to
file the Certificate of Designation of Preferences, Rights and
Limitations of Series E Convertible Preferred Stock with the
Secretary of State of Delaware, has been extended until such time
as written notice is received from the purchasers holding 67% of
the Notes then outstanding requesting the Company to file said
Certificate of Designation.  The Notes will not convert into Series
E Preferred Stock, and the associated common stock purchase
warrants will not be issued to the Note holders, unless and until
the Certificate of Designation is filed in Delaware.  Until such
time as the Notes may convert into equity securities, they will
continue to accrue interest at the rate of 10% per year.

Between June 9 and June 19, 2017, Arrow LLC, an investment vehicle
controlled by Matthew Van Steenwyk, and Associated Private Equity,
an investment vehicle controlled by Neil Braverman, purchased
additional Notes in the aggregate principal amount of $330,000. The
additional Notes were issued pursuant to the Purchase Agreement and
are identical in form and substance to the Notes issued in January
2017.  Messrs. Van Steenwyk and Braverman are members of the
Company's Board of Directors.

Upon the conversion of the Notes into shares of Series E Preferred
Stock, the Company will also issue to each Purchaser Warrants to
purchase ten times that number of shares of common stock into which
such Purchaser's shares of Series E Preferred Stock are initially
convertible, at an initial exercise price of $.10 per share.  The
Warrants will be exercisable for a period of ten years from the
date of issue.

                   About American Power Group

American Power Group's alternative energy subsidiary, American
Power Group, Inc. -- http://www.americanpowergroupinc.com/--
provides a cost-effective patented Turbocharged Natural Gas
conversion technology for vehicular, stationary and off-road mobile
diesel engines.  American Power Group's dual fuel technology is a
unique non-invasive energy enhancement system that converts
existing diesel engines into more efficient and
environmentally friendly engines that have the flexibility to run
on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and
compressed natural gas; (3) diesel fuel and pipeline or well-head
gas; and (4) diesel fuel and bio-methane, with the flexibility to
return to 100 percent diesel fuel operation at any time.  The
proprietary technology seamlessly displaces up to 80% of the
normal diesel fuel consumption with the average displacement
ranging from 40 percent to 65 percent.  The energized fuel balance
is maintained with a proprietary read-only electronic controller
system ensuring the engines operate at original equipment
manufacturers' specified temperatures and pressures.  Installation
on a wide variety of engine models and end-market applications
require no engine modifications unlike the more expensive invasive
fuel-injected systems in the market.

American Power reported a net loss available to common stockholders
of $10.40 million on $1.86 million of net sales for the year ended
Sept. 30, 2016, compared to a net loss available to common
stockholders of $1.04 million on $2.95 million of net sales for the
year ended Sept. 30, 2015.  As of March 31, 2017, American Power
had $10.33 million in total assets, $11.31 million in total
liabilities and a total stockholders' deficit of $987,272.

Schechter Dokken Kanter Andrews & Selcer, Ltd., in Minneapolis,
Minnesota, issued a "going concern" qualification on the
consolidated financial statements for the year ended Sept. 30,
2016, citing that the Company has suffered recurring losses from
operations and has a net capital deficiency that raises substantial
doubt about its ability to continue as a going concern.


AMERICAN POWER: Fires CEO Lyle Jensen as Part of Realignment
------------------------------------------------------------
American Power Group Corporation announced a corporate wide
realignment of its strategic direction, reallocation of resources
and reduction in workforce.

Neil Braverman, APG's chairman stated, "Delays in customer orders
resulting from the continuing impact of low priced domestic oil has
forced us to reevaluate how we market our dual fuel technology
given the realities of the marketplace and our access to near term
capital.  Our Board of Directors have made the decision to
terminate our Chief Executive Officer, Lyle Jensen and realign our
business model and overhead structure to better reflect the current
market realities.  Mr. Jensen also resigned from our Board of
Directors.  Chuck Coppa, our CFO has assumed the additional title
of Chief Executive Officer and will be working with a core group of
employees and our Board of Directors to realign our business
model."

Chuck Coppa, APG's CEO/CFO stated, "The true value of APG is the
fact we can deliver our customers a low cost, reliable and proven
emission reduction technology across multiple markets and
geographies.  We believe that by pursuing a less capital (human and
financial) intensive approach of marketing our industry leading
dual fuel technology through licensing relationships or master
distributorships we can leverage our partner's existing market
dominance and resources to allow us to pivot more quickly on
opportunities and open new and larger markets without the need to
expend significant capital resources."  Mr. Coppa noted, "While we
will continue to support, on a cost effective basis our direct sale
approach, we will be focusing our corporate resources towards
situations where we see the quickest opportunities for near term
revenue and for the time being, deferring efforts in areas where we
see the path to revenue realization taking longer than we are
willing to wait."

Mr. Coppa added, "Several holders of our $2.6 million Contingent
Convertible Notes, including entities related to several of our
Board members have agreed to provide additional capital this week
in support of our new approach and have also agreed to defer the
automatic conversion of these notes into the proposed Series E
Preferred Stock until July 27, 2017.  They have also expressed a
willingness to consider modifying their existing terms to
accommodate and support management's immediate effort to secure
additional capital on less dilutive terms."

Mario Blanco, APG's vice president of International Sales stated,
"Latin America, particularly Mexico, represents an immediate
opportunity for us on multiple levels given the significant and
immediate economic and emission benefits associated with using
natural gas in lieu of diesel.  In January 2017, the Mexican
government eliminated certain fuel subsidies for diesel and
gasoline resulting in a 15% - 20% increase in diesel fuel prices
adding to an already very favorable price spread."  Mr. Blanco
added, "Mexican officials report a multi-billion dollar investment
is being made in expanding the natural gas pipeline infrastructure,
adding hundreds of natural gas fueling stations in the next few
years providing us with multiple potential licensee
opportunities."

                    About American Power Group

American Power Group's alternative energy subsidiary, American
Power Group, Inc. -- http://www.americanpowergroupinc.com/--
provides a cost-effective patented Turbocharged Natural Gas
conversion technology for vehicular, stationary and off-road mobile
diesel engines.  American Power Group's dual fuel technology is a
unique non-invasive energy enhancement system that converts
existing diesel engines into more efficient and
environmentally friendly engines that have the flexibility to run
on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and
compressed natural gas; (3) diesel fuel and pipeline or well-head
gas; and (4) diesel fuel and bio-methane, with the flexibility to
return to 100 percent diesel fuel operation at any time.  The
proprietary technology seamlessly displaces up to 80% of the
normal diesel fuel consumption with the average displacement
ranging from 40 percent to 65 percent.  The energized fuel balance
is maintained with a proprietary read-only electronic controller
system ensuring the engines operate at original equipment
manufacturers' specified temperatures and pressures.  Installation
on a wide variety of engine models and end-market applications
require no engine modifications unlike the more expensive invasive
fuel-injected systems in the market.

American Power reported a net loss available to common stockholders
of $10.40 million on $1.86 million of net sales for the year ended
Sept. 30, 2016, compared to a net loss available to common
stockholders of $1.04 million on $2.95 million of net sales for the
year ended Sept. 30, 2015.  As of March 31, 2017, American Power
had $10.33 million in total assets, $11.31 million in total
liabilities and a total stockholders' deficit of $987,272.

Schechter Dokken Kanter Andrews & Selcer, Ltd., in Minneapolis,
Minnesota, issued a "going concern" qualification on the
consolidated financial statements for the year ended Sept. 30,
2016, citing that the Company has suffered recurring losses from
operations and has a net capital deficiency that raises substantial
doubt about its ability to continue as a going concern.


ANCHORAGE MIDTOWN: Taps Clay Tablet as Bookkeeper, Accountant
-------------------------------------------------------------
Anchorage Midtown Motel, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Alaska to hire Clay Tablet
Accounting, LLC.

The firm will provide general bookkeeping and accounting services,
including tax preparation, monthly financial reporting and
assistance with financial projections for the Debtor's
reorganization plan.

The hourly rate charged by Darlene Dotzler, the firm's owner, for
bookkeeping services is $95.  Meanwhile, her hourly rate for tasks
that require her Certified Public Accountant credential is $250.  

Clay Tablet does not represent any interest adverse to the Debtor's
bankruptcy estate, and is "disinterested" as defined in section
101(14) of the Bankruptcy Code, according to court filings.

The firm can be reached through:

     Darlene Dotzler
     Clay Tablet Accounting, LLC
     11921 Alderwood Loop
     Anchorage, AK 99516
     Phone: (907) 348-7223

                About Anchorage Midtown Motel Inc.

Anchorage Midtown Motel, Inc. is a single asset real estate as
defined in 11 U.S.C. Section 101(51B).  It owns the Anchorage
Midtown Motel, a centrally located motel/boarding house consisting
of four buildings with more than 62 rooms.

The Debtor, based in Anchorage, Arkansas, filed a Chapter 11
petition (Bankr. D. Alaska Case No. 17-00148) on April 25, 2017.
In its petition, the Debtor estimated $1 million to $10 million in
assets and $500,000 to $1 million in liabilities.  The petition was
signed by Kelly M. Millen, vice president and secretary.

Michael R. Mills, Esq., at Dorsey & Whitney LLP, serves as the
Debtor's bankruptcy counsel.

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


APPALACHIAN CHRISTIAN: Fitch Keeps BB+ Bond Rating on Watch Neg.
----------------------------------------------------------------
Fitch Ratings maintains its Rating Watch Negative on the following
bonds issued by the Health and Educational Facilities Board of the
City of Johnson City, Tennessee on behalf of Appalachian Christian
Village (d/b/a Cornerstone Village) (ACV), which are currently
rated 'BB+':

-- $18.45 million revenue refunding and improvement bonds
    (Appalachian Christian Village), series 2013.

SECURITY

The bonds are secured by a pledge of gross revenues and a mortgage
on certain property of the obligated group, consisting of
Appalachian Christian Village and Appalachian Christian Village
Foundation, Inc. A fully funded debt service reserve fund provides
additional security.

KEY RATING DRIVERS

PROBABLE COVENANT VIOLATION: Based upon its unaudited year-end
disclosure package, ACV is reporting a 0.85x debt service coverage
(DSC) ratio and 112 days cash on hand (DCOH) for fiscal 2017
(unaudited), which would both be in violation of its DSC and
liquidity covenants, respectively. DSC below 1.0x would be a
technical default under its master trust indenture. ACV's DCOH
covenant is 120 days but would not require a consultant call-in nor
is it an event of default for the first violation. ACV is tested on
coverage at its fiscal year-end and on liquidity bi-annually.

IMPROVING FINANCIAL PERFORMANCE: Negative rating action is
currently precluded by ACV's improved financial performance through
the last six months of fiscal 2017 and through one-month of fiscal
2018. One-month interim financial statements (ending April 30,
2017) demonstrate a 93% operating ratio, 8.9% net operating margin,
1.5x maximum annual debt service (MADS) coverage, and 1.3x
revenue-only coverage which all compare favorably to Fitch's below
investment grade medians. The improved financial performance is
attributed to ACV's skilled nursing (SN) investment in 2016,
whereby ACV upgraded 39 SN beds to enable the provision of
ventilator care services in these rooms. These ventilator services
came online in November 2016 and allow for higher reimbursement
rates from Medicare.

WEAK LIQUIDITY: ACV's unrestricted cash and investment position
continued to weaken in fiscal 2017 (unaudited) and remains
approximately 27% lower than two years prior. ACV's unrestricted
cash and investment position of $4.9 million translates into 101
DCOH, 3.9x cushion ratio, and 26% cash to debt which all remain
weaker than Fitch's below investment grade medians. ACV's improved
financial performance over the last few months currently mitigates
concerns with its recent liquidity deterioration as improved
operations should help increase liquidity by year-end fiscal 2018.

ILU OCCUPANCY CHALLENGES CONTINUE: Independent living unit (ILU)
occupancy was 75% at March 31, 2017 which is a slight increase from
73% average occupancy in fiscal 2016. Despite the increase in
occupancy, the low ILU occupancy will continue to impact ACV's
financial profile and remains an ongoing challenge for management.

RATING SENSITIVITIES

COVENANT VIOLATION RESOLUTION: Following a release of its audited
financial statements, Appalachian Christian Village (ACV) will
report its official audited debt service coverage and liquidity
covenant calculations. Given ACV's likely covenant violations in
fiscal 2017, Fitch expects to resolve the Rating Watch following
the resolution of the covenant violations which could come in the
form of a consultant call-in, waiver, or an addition remedy.


AQUA LIFE CORP: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Aqua Life Corp., dba
Pinch-A-Penny #43, as of June 20, according to a court docket.

                    About Aqua Life Corp.

Aqua Life Corp., which conducts business under the name of
Pinch-A-Penny #43, filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 17-15918) on May 10, 2017. The petition was signed by
Raymond E. Ibarra, vice-president. At the time of filing, the
Debtor had $1.07 million in assets and $2.49 million in
liabilities.

The case is assigned to Judge Robert A Mark.

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


ARCONIC INC: Apppoints James Albaugh to Audit & CEO Search Committe
-------------------------------------------------------------------
The Arconic Board appointed James F. Albaugh to serve on the Audit
Committee and the CEO Search Committee, and to serve as chair of
the Cybersecurity Advisory Subcommittee of the Audit Committee.
Each of the appointments was effective as of June 15, 2017.

On May 22, 2017, Arconic reported the appointment of James F.
Albaugh as a director of the Company, effective as of immediately
following the Company's 2017 annual meeting of shareholders, which
was held on May 25, 2017.

                       About Arconic Inc.

New York-based Arconic Inc. (NYSE: ARNC), formerly Alcoa Inc., is
engaged in lightweight metals engineering and manufacturing.
Arconic's products, which include aluminum, titanium, and nickel,
are used worldwide in aerospace, automotive, commercial
transportation, packaging, building and construction, oil and gas,
defense, consumer electronics, and industrial applications.

Arconic reported a net loss of $941 million for the year ended Dec.
31, 2016, following a net loss of $322 million for the year ended
Dec. 31, 2015.  As of March 31, 2017, Arconic had $20.15 billion in
total assets, $14.66 billion in total liabilities and $5.49 billion
in total equity.



ARES CAPITAL: Moody's Revises Outlook to Pos. & Affirms Ba1 CFR
---------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 corporate family and
senior unsecured ratings of Ares Capital Corporation and changed
the rating outlook to positive from negative.

Ares Capital Corporation:

Corporate Family Rating: affirmed at Ba1, Positive

Outlook changed to Positive from Negative

Allied Capital Corporation:

Senior Unsecured Regular Bond/Debenture: affirmed at Ba1,
Positive

RATINGS RATIONALE

Moody's revised Ares' outlook to positive to reflect the company's
disposition of riskier assets from the acquisition of American
Capital, Ltd. (ACAS), as well as its consistent profitability, low
earnings volatility, and disciplined investment approach.

ACAS' investment portfolio consisted primarily of junior
investments, with only 38% of the portfolio comprised of less risky
senior secured loans at March 31, 2016. Since then, ACAS and Ares
have monetized a substantial number of ACAS' junior investments and
as a result, as of March 31, 2017, Ares' senior secured loans
represented 77% of the investment portfolio, closely aligned with
its pre-acquisition level of 81%. Furthermore, Ares' Asset Coverage
Ratio (ACR) increased to 249% as of March 31, 2017 from 226% at
March 31, 2016, reflecting realizations of the ACAS investments and
Ares' equity issued in connection with the acquisition.

Ares' ability to manage the risks of its levered and illiquid
investments is a key credit consideration. The company's solid risk
management is also reflected in consistent profitability over the
last several years and balanced growth. Ares has lengthened its
operating track record, reinforcing its modest but sustainable
franchise positioning in middle market commercial finance. The
company's business proposition is based on its expertise and
network of relationships with transaction sponsors and other
financial institutions from which it sources lending
opportunities.

The affirmation of Ares' Ba1 corporate family rating reflects the
company's strong earnings and investment portfolio performance,
including during the credit crisis, and its solid funding and
liquidity profile with laddered debt maturities and ample
availability under secured credit facilities. The affirmation also
considers Ares' strong capitalization as a result of the regulatory
leverage requirement for BDCs, which provides substantial loss
protection to the company's lenders.

Ares' ratings could be upgraded if the company continues to
demonstrate strong financial and portfolio performance, as
evidenced by: 1) a sustained Asset Coverage Ratio in the range of
230%-250%; 2) modest concentration of junior investments and the
proportion of senior debt investments equal to at least 75% of the
portfolio on a consistent basis; 3) low earnings volatility through
consistent financial performance, with low level of non-accruals.

The outlook could return to stable if: 1) Ares' Asset Coverage
Ratio drops to below 230% for a sustained period of time; 2) the
proportion of senior debt in Ares' investment portfolio declines to
less than 75%, which would indicate an increase in its risk
appetite; 3) Ares' Net Investment Income is significantly below
dividend distributions on a regular basis; and 4) as a result of a
potential regulatory development that could allow BDCs to maintain
higher leverage.

Ares' ratings could be downgraded if its Asset Coverage Ratio drops
to below 220%, which would result in a high risk of a regulatory
breach and violation of the Asset Coverage Ratio covenant in its
credit facilities, or if the percentage of senior debt in its
investment portfolio drops to below 70%.

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


ASG CONSOLIDATED: S&P Raises CCR to 'B'; Outlook Stable
-------------------------------------------------------
S&P Global Ratings raised the corporate credit rating on parent
company ASG Consolidated Inc. and subsidiary American Seafoods
Group LLC to 'B' from 'B-' and assigned a 'B' corporate credit
rating to Seattle-based ASG Parent LLC.  The outlook is stable.

At the same time, S&P raised the issue-level rating on the
company's $540 million first-lien term loan and $60 million
revolving credit facility due in 2021 to 'BB-' from 'B+', with a
recovery rating of '1', indicating S&P's view that lenders can
expect very high (90%-100%; rounded estimate: 95%) recovery of
principal in the event of payment default.  S&P also raised the
issue-level rating on the company's $200 million second-lien senior
secured term loan maturing in 2022 to 'B-' from 'CCC+', with a
recovery rating of '5', indicating S&P's view that lenders can
expect modest (10%-30%; rounded estimate: 20%) recovery of
principal in the event of a payment default.  

The company had about $711 million in total reported debt
outstanding as of March 31, 2017.

The upgrade reflects ASG's improved operating performance and cash
flow generation, which enabled the company to pay down debt, and
our expectation that the company can at least perform near this
level for the next two years.  Hake and pollock quotas normalized
in 2016 and the company generated over $40 million in FOCF, some of
which was used for debt repayment. Increased EBITDA and the
repayment of debt enabled the company to reduce financial leverage
below 6x in fiscal 2016.  S&P forecasts debt to EBITDA will decline
to near 5x by fiscal 2018.  In addition, as the company continues
to grow EBITDA and repay debt, funds from operations (FFO) to debt
is expected to increase above 10% in 2017 from near 9% in 2016, and
EBITDA coverage of interest is expected to increase to 2.4x in 2017
from 2x in 2016.

The stable outlook reflects S&P's expectation that ASG will
generate about $30 million-$40 million free cash flow, some of
which will be used for debt repayment.  S&P expects the company to
benefit from modest volume growth and a pricing environment that
has been declining but is now showing signs of stabilizing.  That
should enable it to maintain debt to EBITDA near 6x and a 20%
covenant cushion.

S&P could consider lowering the ratings if operating performance
deteriorates and free cash flow does not remain positive, and debt
to EBITDA moves above 7x.  S&P believes this could occur if TAC
meaningfully declines, the company cannot fill its TAC allocation,
or product price declines and rising fuel costs lead to EBITDA
margin erosion of more than 250 basis points.

Although unlikely, S&P could consider raising the ratings if the
company sustains stronger operating performance and leverage well
below 5x.  S&P estimates this may occur in a scenario of
high-single-digit percentage EBITDA growth, resulting from
significant increases in volumes and a pricing environment that has
been declining but is showing signs of stabilizing.  Given its
financial sponsor ownership, we believe if leverage falls below 5x
the company's cash flow would be diverted from debt repayment to
investing in the business or for dividends.


ATLANTIC CITY EDUCATION BOARD: S&P Hikes GO Bonds Rating to BB
--------------------------------------------------------------
S&P Global Ratings raised its rating on Atlantic City Board of
Education, N.J.'s general obligation (GO) bonds outstanding to 'BB'
from 'BB-'.  The outlook is stable.

"The upgrade reflects our view of improved near-term liquidity and
less financial pressure following continued support from the State
of New Jersey; the $54.6 million in overall aid received in fiscal
2016 was a significant 69% increase over 2015," said S&P Global
Ratings credit analyst Anne Cosgrove.  In that year, the board
received $20 million in additional transitional aid from the state.
Additional state aid increased a further 60% in fiscal 2017 to $32
million in the form of commercial valuation stabilization aid.  The
state has included $32 million in commercial valuation
stabilization aid in the governor's recommended budget (which is
still subject to legislative approval) for fiscal year 2017-2018;
however, this aid is not a committed funding source and is subject
to appropriation by the state.  In addition, the district expects
to receive its portion of payments in lieu of taxes (PILOT).  The
district continues to make significant expenditure cuts that have
helped offset some of the overall revenue decline.  The
municipality's demonstrated guarantee of the district's tax levy,
as the Department of Education lawsuit against the city
highlighted, provides further stability.

The rating reflects S&P's view of the district's:

   -- Low wealth and income levels when compared with state and
      national averages, yet extremely strong per capita market
      value levels given the casino/resort concentration;

   -- The continued uncertainty regarding revenue flow to the
      district from the city, which has been late, but consistent,

      in recent years and introduces some liquidity risk;

   -- Significant reliance on state commercial valuation aid and
      other state aid, which is subject to appropriation;

   -- A weak area economy, which is concentrated in the
      casino/resort sector and has suffered sizable employment and

      tax base losses.  Significant and ongoing tax appeals, which

      continue to pressure the city's finances and have
      historically had a negative effect on the district's timely
      receipt of operating revenue, exacerbate those losses; and

   -- An overall debt burden that S&P considers high per capita,
      and moderate as a percentage of market value.

The increased amount of state aid in fiscal years 2017 and 2018 and
reduction in near-term uncertainty regarding liquidity and
financial metrics partially offset these factors.

The board serves an estimated population of 38,659.  Median
household and per capita effective buying incomes in the district
are low at 50% and 55% of national levels, respectively.  Market
value totaled $7.4 billion in 2017, which S&P considers extremely
strong at $192,669 per capita.  From 2015 to 2017 (the most recent
year for which data are available), assessed value has decreased
42.2% to $6.5 billion.  Roughly 85.7% of assessed value comes from
the 10 largest taxpayers, representing a concentrated tax base, in
S&P's opinion.

The stable outlook reflects the district's increased state aid and
S&P's view of ample liquidity within the two-year outlook horizon.
The outlook also reflects the district's strong fund balance and
our expectation of continued state aid over the two-year outlook
period.

If the district experiences budgetary or liquidity pressures from
decreased state aid or significant revenue declines and the total
fund balance decreases, S&P could lower the rating.

If the district's operating environment improves and the economy
stabilizes, S&P could raise the rating.


AYTU BIOSCIENCE: Signs Two-Year Employment Agreement with CFO
-------------------------------------------------------------
Aytu Bioscience, Inc. entered into an employment agreement with
Gregory A. Gould, effective June 16, 2017, to serve as the
Company's chief financial officer.  Mr. Gould has been serving as
the Company's chief financial officer on a part-time basis since
April 2015.

The agreement is identical to the two-year employment agreement
entered into effective April 16, 2017, with Jarrett Disbrow, the
Company's chief operating officer, except for the position that Mr.
Gould is to occupy.

The agreement is for a term of 24 months beginning on June 16,
2017, subject to termination by the Company with or without Cause
or as a result of  Mr. Gould's disability, or by Mr. Gould with or
without Good Reason.  Mr. Gould is entitled to receive $250,000 in
annual salary, plus a discretionary performance bonus with a target
of 125% of his base salary, based on his individual achievements
and company performance objectives established by the board or the
compensation committee in consultation with Mr. Gould.  Mr. Gould
is also eligible to participate in the benefit plans maintained by
the Company from time to time, subject to the terms and conditions
of those plans.

The Company agreed to issue to Mr. Gould on or promptly after Aug.
1, 2017, stock options to purchase shares of the Company's common
stock in an amount agreed upon by the Company and Mr. Gould, and
commensurate with Mr. Gould's role as a senior executive at the
company.  The exercise price will be the last sale price of the
Company's common stock as reported during the period immediately
preceding the date of grant, and in accordance with the Company's
2015 Stock Option and Incentive Plan, and will vest as follows: 50%
will vest on the date of grant; 25% will vest 365 days after the
date of grant; and 25% will vest 730 days after the date of grant.
All such options will vest in full upon a Change in Control, death,
disability, or termination with or without Cause or for Good
Reason.

In the event Mr. Gould's employment is terminated without Cause by
the Company or Mr. Gould terminates his employment with Good
Reason, the Company will be obligated to pay him any accrued
compensation and a lump sum payment equal to two times his base
salary in effect at the date of termination, as well as continued
participation in its health and welfare plans for up to two years.
All vested stock options will remain exercisable from the date of
termination until the expiration date of the applicable award.  So
long as a Change in Control is not in effect, then all options
which are unvested at the date of termination without Cause or for
Good Reason shall be accelerated as of the date of termination such
that the number of option shares equal to 1/24th the number of
option shares multiplied by the number of full months of Mr.
Gould's employment will be deemed vested and immediately
exercisable by Mr. Gould.  Any unvested options over and above the
foregoing will be cancelled and of no further force or effect, and
will not be exercisable by Mr. Gould.

In the event of a Change in Control, all stock options, restricted
stock and other stock-based grants granted or may be granted in the
future by us to Mr. Gould will immediately vest and become
exercisable and all restrictions thereon will lapse.

Mr. Gould has held senior management positions in the life sciences
industry for over 20 years.  Prior to joining Aytu BioScience on a
full-time basis, he split his time between Aytu and Ampio
Pharmaceuticals, Inc. from April 2015 until June 2017. Prior to
joining Ampio Pharmaceuticals in June 2014, he provided financial
and operational consulting services to the biotech industry through
his consulting company, Gould, LLC.  Mr. Gould was chief financial
officer, treasurer and secretary of SeraCare Life Sciences from
November 2006 until the company was sold to Linden Capital Partners
in April 2012.  During the period from July 2011 until April 2012,
Mr. Gould also served as the Interim President and chief executive
officer of SeraCare.  Mr. Gould has held several other executive
positions at publicly traded life sciences companies including the
chief financial officer role at Atrix Laboratories, Inc., an
emerging specialty pharmaceutical company focused on advanced drug
delivery.  During Mr. Gould's tenure at Atrix, he was instrumental
in the negotiation and sale of the company to QLT, Inc.  He also
played a critical role in the management of several licensing
agreements including the global licensing agreement with
Sanofi-Synthelabo of the Eligard® product line.  Mr. Gould was the
chief financial officer at Colorado MedTech, Inc., a publicly
traded medical device design and manufacturing company, where he
negotiated the transaction to sell the company to KRG Capital
Partners.  Mr. Gould began his career as an auditor with Arthur
Andersen, LLP.  He currently serves on the board of directors of
CytoDyn, Inc., a publicly traded drug development company pursuing
anti-viral agents for the treatment of HIV.  Mr. Gould graduated
from the University of Colorado with a BS in Business
Administration and is a Certified Public Accountant.

                      About Aytu Bioscience

Aytu BioScience, Inc. (OTCMKTS:AYTU) is a commercial-stage
specialty healthcare company concentrating on developing and
commercializing products with an initial focus on urological
diseases and conditions.  Aytu is currently focused on addressing
significant medical needs in the areas of urological cancers,
hypogonadism, urinary tract infections, male infertility, and
sexual dysfunction.

Aytu Bioscience reported a net loss of $28.18 million for the year
ended June 30, 2016, following a net loss of $7.72 million for the
year ended June 30, 2015.  

As of March 31, 2017, Aytu had $15.91 million in total assets,
$7.39 million in total liabilities and $8.52 million in total
stockholders' equity.

EKS&H LLLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the year
ended June 30, 2016, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about the Company's ability to continue as a
going concern.


B & B METALS: Selling Loader for $35K to Pay Adequate Protection
----------------------------------------------------------------
B & B Metals, Inc., asks the U.S. Bankruptcy Court for the Central
District of Illinois to authorize the sale of 1999 John Deere 624
loader for $35,000.

The Debtor is the owner of the loader.  Creditor, Triumph Community
Bank has a perfected security interest in the loader.

The Debtor, for the purposes of an effective reorganization and to
provide adequate protection payments to Triumph, proposes to sell
the collateral free and clear of all liens for the sum of $35,000.

Triumph has acknowledged that the sale price amounts to fair market
value for the loader.  Once sold, the entire net proceeds of the
sale will be paid to Triumph to provide adequate protection for the
bank to allow the Debtor to move forward in its Chapter 11 toward
reorganization.

Although the plan has yet to be filed, the Debtor intends that this
be the first step toward reorganization.  However, it cannot wait
for a plan to be submitted and adjudicated before taking the action
due to the requirement of providing adequate protection to the
secured creditor.

No unsecured creditors will be harmed by the sale and distribution
of the proceeds as set forth as the debt owed Triumph exceeds the
fair market value of the loader and they have perfected their
security interest in the loader.  No value could possibly be
received from the loader sale which could benefit unsecured
creditors.

The Debtor will submit a report to the Court following the sale
demonstrating that the terms of the Motion were followed.

                        About B & B Metals
   
B & B Metals, Inc., sought Chapter 11 protection (Bankr. C.D. Ill.
Case No. 17-80859) on June 9, 2017.  The petition was signed by
Larry Beam, President.  The Debtor estimated assets in the range of
$50,001 to $100,000 and $100,001 to $500,000 in debt.  The Debtor
tapped Justin Raver, Esq., at Barash & Everett, LLC as counsel.


BAMBI HERRERA-EDWARDS: Entitled to $55K Judgment Against Eric Moore
-------------------------------------------------------------------
Judge K. Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida, Tampa Division, again concluded that Debtor
Bambi Alicia Herrera-Edwards is entitled to a money judgment for
Eric Moore's unjust enrichment.

The Debtor filed an adversary proceeding on March 14, 2014.  Count
I sought relief for fraud in the inducement.  Count II set forth
her claim for recovery for unjust enrichment, alleging that she had
never received any recovery as a direct result of Mr. Moore's
services, and that he harassed and threatened the Plaintiff until
she made a payment of approximately $45,000.  Mr. Moore did not
file an objection to entry of final judgment by the bankruptcy
court.  Instead, he filed an answer, on April 15, 2014, denying the
allegations in Counts I and II, asking for a trial on those
allegations, and stating affirmative defenses.

On Jan. 29, 2015, the Court issued a written opinion, consistent
with an earlier bench ruling, stating that the Debtor and her
royalty income were targeted by Mr. Moore and that he used false
pretenses to induce her to sign the Consulting Agreement.  In
addition, the Court concluded that it was the Debtor's lawyers, not
Mr. Moore, who had caused ASCAP to release $265,000 from escrow.
Thus, Mr. Moore was not entitled to a 17% fee, even if the
Consulting Agreement was enforceable.  Accordingly, Mr. Moore had
been unjustly enriched by the $45,000 payment.

This adversary proceeding is before the Court after remand from the
District Court, which vacated the Court's entry of a $44,953.93
judgment against pro se Defendant Mr. Moore.  The Court initially
ruled that Mr. Moore had fraudulently induced the Debtor to enter
into a Consulting Agreement, dated July 11, 2012.  Thus, the
Consulting Agreement was void and unenforceable.  But, even if that
agreement was valid, Mr. Moore was not entitled to a 17% fee on
funds released to the Debtor from escrow shortly before her Chapter
11 case was filed.  The Court's judgment was for $44,953.93, plus
prejudgment interest.  All of Mr. Moore's claims against the estate
were disallowed (exceeding $10 million).

The District Court affirmed the disallowance of Mr. Moore's claims,
but vacated the money judgment.  It remanded that piece of the
lawsuit, with instructions that the Court consider three issues:
(i) whether the Debtor was fraudulently induced to enter into the
Consulting Agreement because of Mr. Moore's failure to disclose his
1999 fraud conviction, as pleaded in Debtor's complaint; (ii)
whether the Debtor's unjust enrichment claim was barred because she
had an adequate remedy at law; and (iii) whether the Court had the
authority to enter a money judgment on the state law claims of
fraud in the inducement and unjust enrichment in light of Stern v.
Marwill.  In response, the Debtor and Mr. Moore have filed
additional papers and have presented their positions in oral
argument.

Mr. Moore procured the Debtor's execution of the Consulting
Agreement through actual falsehood and material omission.  He
promised a quick recovery of $500,000, an unpleaded fact which he
later introduced into the record.  He provided only an edited
portrait of his background, including his confidential work for
high-profile people in the music industry, to build a relationship
of trust with the Debtor.  Thus, he had a duty to disclose another
material piece of his background, the 1999 grand larceny
conviction.

Mr. Moore did not cause ASCAP to release $265,000 from escrow.
Nevertheless, he repeatedly demanded that the Debtor pay a 17% fee
on those funds.  He was unjustly enriched by receipt of that
payment, but she has no legal remedy.

The Court again concluded that it is appropriate to enter judgment
for unjust enrichment against Mr. Moore in the principal sum of
$44,953.93, together with prejudgment interest from Sept. 7, 2012
at the rate of 5.05% in the amount of $10,859.51, totaling
$55,813.44, on which interest will accrue at the federal rate.  The
Court has authority to enter the judgment because the Debtor's
claim for recovery was necessarily resolved in the adjudication of
Mr. Moore's claims against the estate.  Further, Mr. Moore is
deemed to have consented to the Court's entry of a final judgment
by his failure to timely raise the issue.  Accordingly, a Final
Judgment is due to be entered.  Nevertheless, to the extent
necessary and appropriate, the ruling will be deemed to be a report
and recommendation to the District Court.

The adversary proceeding is BAMBI ALICIA HERRERA-EDWARDS,
Plaintiff, v. ERIC MOORE, Defendant, Adv. No. 8:14-ap-247-KRM (M.D.
Fla.).

The bankruptcy case is In re BAMBI ALICIA HERRERA-EDWARDS, Chapter
11, Debtor.

A full-text copy of Judge May's June 19, 2017 Memorandum Opinion on
Remand is available at https://is.gd/9wCmIl from Leagle.com.

Bambi Alicia Herrera-Edwards, Plaintiff, represented by Adam L.
Alpert -- aalpert@bushross.com -- Bush Ross P.A., Bryan D. Hull --
bhull@bushross.com -- Bush Ross, P.A., Jeffrey W. Warren --
jwarren@bushross.com -- Bush Ross, P.A..

Eric Moore, Defendant, represented by James W. Elliott, McIntyre
Thanasides Bringgold, et. al.


BELLATRIX EXPLORATION: Moody's Hikes Corporate Family Rating to B3
------------------------------------------------------------------
Moody's Investors Service upgraded Bellatrix Exploration Ltd.'s
Corporate Family Rating (CFR) to B3 from Caa1, the Probability of
Default Rating to B3-PD from Caa1-PD and senior unsecured notes
rating to Caa1 from Caa2. The Speculative Grade Liquidity Rating
was upgraded to SGL-3 from SGL-4. The rating outlook was changed to
stable from negative.

"Bellatrix's upgrade reflects improved liquidity with the extension
and increase of its revolving credit facilities," said Paresh
Chari, Moody's AVP-Analyst. "In addition, credit metrics will
improve driven by growth in production, lower operating costs and
solid hedges.

Upgrades:

Issuer: Bellatrix Exploration Ltd.

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

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

-- Corporate Family Rating, Upgraded to B3 from Caa1

-- Senior Unsecured Regular Bond/Debenture, Upgraded to
    Caa1(LGD4) from Caa2(LGD5)

Outlook Actions:

Issuer: Bellatrix Exploration Ltd.

-- Outlook, Changed To Stable From Negative

RATINGS RATIONALE

Bellatrix's B3 CFR reflects adequate liquidity (SGL-3), sizeable
production base of 33,000 boe/d, improving expected leverage in
2017 and 2018 (debt to EBITDA below 4x, retained cash flow to debt
around 20%), EBITDA/interest coverage above 3x over the same period
and improving leveraged full-cycle ratio (LFCR) towards 1x in 2018.
The rating also reflects the concentration in the Deep Basin play
in western Alberta and significant expected negative free cash flow
in 2017 and 2018 under Moody's price estimates.

The SGL-3 Speculative Grade Liquidity Rating reflects adequate
liquidity through the second quarter of 2018. At March 31, 2017 and
pro forma for the borrowing base increase and C$35 million June
asset sale, Bellatrix had no cash and close to full availability
under its C$120 million borrowing base revolver with the credit
facilities available on a revolving basis with the next renewal due
on or before May 2018 and if not renewed then the facilities would
mature and be due one year later. Moody's expects C$30 million of
negative free cash flow through the second quarter of 2018.
Bellatrix is expected to remain in compliance with its sole
financial covenant (Senior Debt to EBITDA less than 3.0x) through
this period. Bellatrix also has the flexibility to raise funds by
selling its remaining midstream assets.

In accordance with Moody's Loss Given Default (LGD) Methodology,
Bellatrix's US$250 million unsecured notes are rated Caa1, one
notch below the B3 CFR, reflecting the priority ranking of the
senior secured credit facilities relative to the unsecured notes.

The stable outlook reflects Moody's expectations that liquidity
will remain adequate and leverage will remain steady through 2018.

The ratings could be upgraded if retained cash flow to debt is
likely to remain around 20% (11% at 3/31/2017), LFCR is above 1x
(0.2x at 3/31/2017), and if adequate liquidity is maintained.

The ratings could be downgraded if liquidity worsens, retained cash
flow to debt falls below 10% and if LFCR stays below 1x.

Bellatrix is a Calgary, Alberta-based independent exploration and
production (E&P) company with operations in the Deep Basin play in
west central Alberta producing about 33,000 boe/d net of royalties
(barrel of oil equivalent), about 70% of which is natural gas.

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


BRAZIL MINERALS: Incurs $274,000 Net Loss in First Quarter
----------------------------------------------------------
Brazil Minerals, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $274,382 on $3,396 of revenue for the three months ended March
31, 2017, compared to a net loss of $290,608 on $2,556 of revenue
for the three months ended March 31, 2016.

As of March 31, 2017, Brazil Minerals had $1.23 million in total
assets, $1.32 million in total liabilities, and a total
stockholders' deficit of $90,228.

As of March 31, 2017, the Company had total current assets of
$169,416 compared to total current liabilities of $1,127,458 for a
current ratio of 0.15 to 1 and working capital of ($958,042).  By
comparison, on March 31, 2016, the Company had total current assets
of $223,471 compared to current liabilities of $1,364,807 for a
current ratio of 0.16 to 1 and working capital of ($1,141,336).  On
an absolute basis, the relative improvement in working capital is
primarily attributable to the decrease in outstanding convertible
notes and other short-term obligations.

In the first quarter of 2017, the Company's principal sources of
liquidity were the issuance of equity and debt securities.  In the
first quarter of 2016, the Company's principal sources of liquidity
had been issuances of equity and debt securities.  During the first
quarter of 2017, the Company received an aggregate of $26,000 in
gross proceeds from the sale of common stock.

"We believe that financial resources and funds generated from
revenues, and equity and debt sales will provide cash flow for
operations.  We have no plans for any significant cash acquisitions
in 2017 or in the foreseeable future," the Company stated in the
report.

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

                      https://is.gd/ft6Gxu

                     About Brazil Minerals

Based in Pasadena, California, Brazil Minerals, Inc. --
http://www.brazil-minerals.com/-- mines and sells diamonds, gold,
sand and mortar in Brazil.  The Company, through subsidiaries,
outright or jointly owns 11 mining concessions and 20 other
mineral rights in Brazil, almost all for diamonds and gold.  The
Company, through subsidiaries, owns a large alluvial diamond and
gold processing and recovery plant, a sand processing and mortar
plant, and several pieces of earth-moving capital equipment used
for mining as well as machines for sand processing and preparation
of mortar.

Brazil Minerals reported a net loss of $1.73 million on $13,323 of
revenue for the year ended Dec. 31, 2016, compared to a net loss of
$1.87 million on $63,610 of revenue for the year ended Dec. 31,
2015.

B F Borgers CPA PC, in Lakewood, CO, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2016, citing that the Company has suffered
recurring losses from operations and has a significant accumulated
deficit.  In addition, the Company continues to experience
negative cash flows from operations.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.


BRIDGESTREAM MGT: Sale of West Covina Property for $1.85M Approved
------------------------------------------------------------------
Judge Ernest M. Robles of the U.S. Bankruptcy Court for the Central
District of California authorized Bridgestream Management, LLC's
sale of its interests in the real property located at 3218 East
Holt Avenue, West Covina, California, to Westfield Group, LLC for
$1,850,000.

A hearing on the Motion was held on June 13, 2017 at 11:00 a.m.

A single overbid submitted in writing by Fundamental Credit, L.P.
in the amount of $1,815,000 was received by counsel for the Debtor
in this matter.  In response to the single written overbid, the
Buyer agreed to an increase in the sale price to $1,850,000,
provided for close of escrow within 28 days after entry of an order
approving sale, and a total brokerage commission fee of $72,000.
No further written overbids were received and no bidders appeared
at the Auction for sale of the Property.

The sale is free and clear of any and all Interests.

Upon closing, the Debtor is authorized, but not directed, to pay
over, or instruct escrow to pay over, the proceeds realized by the
Debtor from the sale of the Property the following: (i) customary
and ordinary closing costs, including escrow and title costs; (ii)
broker commission to Coldwell Banker George Realty Inc. in the
amount of $72,000; and (iii) unpaid and outstanding real property
taxes due and owing to Los Angeles County Assessor and Tax
Collector; (iv) Polycomp Trust Co. in the amount of approximately
$1,664,812 (plus accrued interest, fees and costs after June 12,
2017) on account of its claims secured by the Property by virtue of
its recorded Deed of Trust.  The balance of the sale proceeds will
be paid over to and maintained by counsel for the Debtor, W. Derek
May, in his attorney trust account pending further order of the
Court.

All time periods set forth in the Order will be calculated in
accordance with Bankruptcy Rule 9006(a).

Notwithstanding Bankruptcy Rule 6004(h), this Order will be
effective and enforceable immediately upon entry and will not be
subject to any stay as provided therein and its provisions will be
self-executing.

                  About Bridgestream Management

Bridgestream Management LLC owns the commercial real property
building located at 3218 East Holt Ave., in West Covina,
California.  The property is valued at $2.1 million in the
Debtor's
schedules.  Lucy Gao has a 100% member interest in the Debtor.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 17-12631) on March 6, 2017.  The
petition was signed by Lucy Gao, manager.  At the time of the
filing, the Debtor disclosed $2.1 million in assets and $1.6
million in liabilities.

The case is assigned to Judge Julia W. Brand.  The Debtor is
represented by W. Derek May, Esq., at the Law Office of W. Derek
May.


BROWN MEDICAL: Bid to Omit McCormack Testimony Denied
-----------------------------------------------------
Judge Nancy F. Atlas of the U.S. District Court for the Southern
District of Texas, Houston Division, denied Elizabeth Guffy's
Motion to Exclude the Opinions and Testimony of James M.
McCormack.

Michael Brown, the owner of 100% of the shares of Debtor Brown
Medical Center, Inc., was represented by attorneys DeGuerin and
others in connection with criminal cases against him, including
prosecutions for assault and for having a marijuana field on his
property.  Plaintiff Guffy alleges that BMC transferred funds to
DeGuerin after it became insolvent.  She alleges that BMC had no
independent legal obligation to make the transfers, which were for
Brown's sole benefit.

In January 2013, Brown filed a voluntary Chapter 11 bankruptcy
petition.  On Oct. 15, 2013, his Chapter 11 Trustee filed a
voluntary Chapter 11 bankruptcy petition on behalf of BMC.  The
Bankruptcy Court appointed Guffy as the Chapter 11 Trustee for BMC.
On Oct. 1, 2014, the Bankruptcy Court confirmed a plan of
liquidation in BMC's bankruptcy case and appointed Guffy as the
Plan Agent.

The Plaintiff filed an Adversary Proceeding, asserting fraudulent
transfer claims under 11 U.S.C. Section 548(a)(1)(B) and under
TUFTA.  By Memorandum and Order entered Feb. 3, 2016, the Court
withdrew the reference of the Adversary Proceeding and retained the
case on its own docket.

DeGuerin has designated James M. McCormack as an expert witness in
this case.  McCormack has issued a written report, a rebuttal
report, and he has been deposed.  McCormack opines that there was
an attorney-client relationship between DeGuerin and BMC, and that
funds provided to DeGuerin and maintained in DeGuerin's IOLTA2
Trust Account remained the property of BMC.  The Plan Agent filed
her Motion to Exclude arguing that McCormack is not qualified to
provide opinion testimony in this case because he has no expertise
in the area of "fraudulent transfers."  

The Court held, "Whether or not that argument is correct, McCormack
is not offering opinions on whether DeGuerin received fraudulent
transfers.  Instead, he is offering opinion testimony on two
discrete factual issues on which he is clearly qualified.
McCormack's opinion is based on his review of evidence in the
record in light of his experience and the Texas Disciplinary Rules
of Professional Conduct.  It is relevant, sufficiently reliable,
and likely to assist the trier of fact.  His opinion does not
invade the province of the judge and jury because it is not a pure
legal conclusion and does not instruct the jury how to decide the
ultimate question before it regarding Plaintiff's fraudulent
transfer claims.  The Court finds at this stage that McCormack's
opinion regarding the existence of an attorney-client relationship
between DeGuerin and BMC is relevant, reliable, and likely to
assist the trier of fact.  Hence, McCormack is qualified to provide
the opinions he offers, and his expert opinions and testimony
satisfy the requirements of the Federal Rules of Civil Procedure
and relevant legal authorities.  Accordingly, the Court denied the
Plan Agent's Motion to Exclude."

The case is ELIZABETH M. GUFFY, Plan Agent, Plaintiff, v. DICK
DEGUERIN, et al., Defendants, Civil Action No. 16-0043 (S.D.
Tex.).

A full-text copy of Judge Atlas' June 19, 2017 Memorandum and Order
is available at https://is.gd/V5CAjl from Leagle.com.

In Re Brown Medical Center, Inc., represented by Spencer D. Solomon
-- ssolomon@nathansommers.com -- Nathan Sommers Jacobs PC.

Elizabeth Guffy, Plaintiff, represented by Aaron J. Power --
apower@porterhedges.com -- Porter Hedges LLP, Amy Kathleen
Wolfshohl -- awolfshohl@porterhedges.com -- Porter Hedges, Joshua
Walton Wolfshohl -- jwolfshohl@porterhedges.com -- Porter Hedges
LLP, Stephanie Lindsay Holcombe -- sholcombe@porterhedges.com --
Porter Hedges LLP, Brandon John Tittle -- btittle@porterhedges.com
-- Porter Hedges LLP & Jonna Noel Summers --
jsummers@porterhedges.com -- Porter Hedges LLP.

Dick DeGuerin, Defendant, represented by Dan Lamar Cogdell --
dan@cogdell-law.com -- Cogdell Law Firm, PLLC & Neal Andrew Davis,
Attorney At Law.

DeGuerin Dickson Hennessy & Ward, Defendant, represented by Dan
Lamar Cogdell, Cogdell Law Firm, PLLC & Neal Andrew Davis, Attorney
At Law.

DeGuerin & Dickson, Defendant, represented by Dan Lamar Cogdell,
Cogdell Law Firm, PLLC & Neal Andrew Davis, Attorney At Law.

Certified Appraisers, Inc, Defendant, Pro se.

FCS Photos, Defendant, Pro se.

Moritz & Associates, Inc, Defendant, represented by Joan Kehlhof,
Wist Holland et al.

Katherine Scardino, Defendant, represented by Jimmy R. Phillips,
Jr. -- jphillips@brookspierce.com -- Attorney at Law.

Cathy E. Bennett & Associates, Inc, Defendant, represented by Peter
Johnson -- PJOHNSON@PJLAW.COM -- Law Offices of Peter Johnson.

Brian Wice, Defendant, represented by Peter Johnson, Law Offices of
Peter Johnson.

Catherine Baen, Defendant, represented by Michael L. Weems --
mweems@hwa.com -- HughesWattersAskanase & Simon Richard Mayer --
smayer@hwa.com -- Hughes Watters Askanase LLP.

Dick DeGuerin, Defendant, represented by Dan Lamar Cogdell, Cogdell
Law Firm, PLLC & Neal Andrew Davis, Attorney At Law.

Certified Appraisers, Inc, Defendant, represented by Christian M.
Sternat -- chrissternat@hotmail.com -- Attorney at Law.

Dick DeGuerin d/b/a DeGuerin Dickson Hennessy & Ward, f/d/b/a
DeGuerin & Dickson, Defendant, represented by Dan Lamar Cogdell,
Cogdell Law Firm, PLLC & Neal Andrew Davis, Attorney At Law.

                        About Brown Medical

Houston, Texas-based Brown Medical Center, Inc., is a management
company that historically served as the epicenter of the
operatingbusiness enterprise directly or indirectly owned or
controlled byMichael Glyn Brown, including six surgery centers and
relatedfacilities.  The Company sought protection under Chapter 11
of theBankruptcy Code on Oct. 15, 2013 (Case No. 13-36405,
Bankr.S.D.Tex.).  The case is assigned to Judge Marvin Isgur.

Brown Medical Center is represented by Spencer D. Solomon, Esq.,
at Nathan Sommers Jacobs, P.C., in Houston, Texas.

In November 2013, the Bankruptcy Court approved the appointment
ofElizabeth M. Guffy as Chapter 11 trustee.  The trustee hired
Porter Hedges LLP, led by Joshua W. Wolfshohl, Esq., John F.
Higgins, Esq., and James Matthew Vaughn, Esq., Nick D. Nicholas,
Esq., J. Patrick LaRue, Esq., and Craig M. Bergez, as counsel.
The trustee tapped The Claro Group, LLC, as financial advisor and
consultant.

In its schedules, Brown Medical listed $13,807,746 in assets and
$27,716,168 in liabilities.  Brown Medical owes Crown Financial
Funding, LP, the primary secured creditor, pursuant to a pre-
bankruptcy promissory note in the original principal amount of
$2 million, which indebtedness is secured by a security agreement
from Allied Center for Special Surgery, Scottsdale, LLC covering
accounts and accounts receivable which the Debtor has the right
tocollect.

The plan of liquidation filed by the Chapter 11 trustee became
effective on Oct. 1, 2014.  Under the Plan, the remaining assets,
including cash and the right to receive a portion of the net
proceeds from ongoing collection of accounts receivable, will
vestin the "liquidating debtor" -- the company after the
effectivedate of the plan.


BRYANT'S DRIVETRAIN: Taps Richard A. Perry as Legal Counsel
-----------------------------------------------------------
Bryant's Drivetrain of Ocala LLC seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to hire legal
counsel in connection with its Chapter 11 case.

The Debtor proposes to hire Richard A. Perry P.A. to, among other
things, give legal advice on the operation of its business, and
assist in the preparation of a plan of reorganization.

The firm will charge $300 per hour for the services of its
attorney, and $100 per hour for paralegal staff.  It received a
retainer in the amount of $16,717.

Perry is unaware of the existence of any relationship between the
firm and the Debtor, or of any interest adverse to the bankruptcy
estate, according to court filings.

The firm can be reached through:

     Richard A. Perry, Esq.
     Richard A. Perry P.A.
     820 East Fort King Street
     Ocala, FL 34471
     Phone: (352) 732-2299
     Email: richard @ rapocala.com

               About Bryant's Drivetrain of Ocala

Bryant's Drivetrain of Ocala LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-02169) on June
13, 2017.  At the time of the filing, the Debtor estimated assets
and liabilities of less than $1 million.


BUCKTAIL MEDICAL: Hearing on Plan Outline Set for July 11
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania
is set to hold a hearing on July 11, at 11:00 a.m., to consider
approval of the disclosure statement, which explains the proposed
Chapter 11 plan of reorganization for The Bucktail Medical Center.

The hearing will take place at the Max Rosenn US Courthouse,
Courtroom 2, 197 South Main Street, Wilkes-Barre, Pennsylvania.  

Under the proposed plan, creditors holding Class 16 general
unsecured claims will be paid 5% of their claims allowed by the
court.  General unsecured creditors will receive a one-time
payment, however, the total distribution is "capped" at $60,000.

If Bucktail is successful in having the Class 3, 4 and 5 claims
reclassified as general unsecured claims, the allowed Class 16
claims could reach $1,273,233.21.  If so, the projected 5%
distribution would not occur as that would require $63,661.61.  As
such, the projected distribution of the $60,000 would result in a
distribution of 4.71% rather than 5%, according to Bucktail's
latest disclosure statement.

Class 3, 4 and 5 claims consist of judicial liens of Encore
Rehabilitation Services LLC, W.W. Grainger, Inc. and Craneware
Inc.

A copy of the amended disclosure statement is available for free at
https://is.gd/Ri7gGH

                   About Bucktail Medical Center

The Bucktail Medical Center owns and operates a 21-bed Critical
Access Hospital, a 43 bed skilled nursing care facility, a basic
life-support ambulance, and a community health clinic.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D.
Pa. Case No. 15-04297) on Oct. 2, 2015.  The Debtor's petition was
signed by Timothy Reeves, CEO.

Hon. John J. Thomas presides over the case. Kevin Joseph Petak,
Esq., and James R. Walsh, Esq., at Spence, Custer, Saylor, Wolfe &
Rose, LLC, serves as counsel to the Debtors.

In its petition, Bucktail Medical Center estimated assets of less
than 50,000 and liabilities of $1 million to $10 million.


CANON BUILDERS: Disclosures OK'd; Plan Hearing Set for Aug. 15
--------------------------------------------------------------
The Hon. Martin R. Barash of the U.S. Bankruptcy Court for the
Central District of California has approved Canon Builders, Inc.'s
first amended disclosure statement describing the Debtor's first
amended Chapter 11 plan of reorganization as revised on May 26,
2017.

A hearing to consider the confirmation of the Plan will be held on
Aug. 15, 2017, at 1:30 p.m.

July 21, 2017, is the deadline for parties entitled to vote to
return ballots accepting or rejecting the Chapter 11 Plan to
counsel for the plan proponents.  July 21 is also the deadline for
serving and filing objections to confirmation of the Chapter 11
Plan.

Aug. 4, 2017, is the deadline for the Debtor to file a summary of
ballots cast in favor or against confirmation.

                       About Canon Builders

Canon Builders, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. C.D. Cal. Case No. 16-11685) on June 6, 2016.  The Debtor
is represented by Giovanni Orantes, Esq.


CCO HOLDING: Fitch Rates New Senior Unsecured Notes Due 2028 BB+
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to CCO Holding, LLC's
(CCOH) proposed issuance of senior unsecured notes due 2028. CCOH
is an indirect, wholly owned subsidiary of Charter Communications,
Inc. (Charter). CCOH's Issuer Default Rating (IDR) is currently
'BB+' with a Stable Outlook.

The company is expected to use net proceeds to pay related fees and
expenses and for general corporate purposes, including potential
buybacks of Class A common stock of Charter Communications, Inc.
(Charter) or common units of Charter Communications Holdings, LLC
(CCH), a subsidiary of Charter. As of March 31, 2017, Charter had
$1.9 billion available under its Class A common stock buyback
program, an amount that excludes any potential buybacks of CCH
common units. Pro forma for debt issuance in April 2017 and
subsequent note repurchases, Charter had approximately $61.8
billion of debt outstanding as of March 31, 2017, including $45.9
billion of senior secured debt.

The issuance is in line with Fitch's expectation that Charter will
issue debt using additional debt capacity created primarily through
EBITDA growth. Proceeds from future prospective debt issuances
issued under additional debt capacity created are expected to be
used for investment in the business, accretive acquisitions and
shareholder returns. Charter management has stated it plans to
target the low end of its target leverage range of 4x to 4.5x.

KEY RATING DRIVERS

M&A Activity Credit-Positive: In May 2016, Charter completed its
merger with Time Warner Cable and acquisition of Bright House
Networks (the Transactions). Fitch continues to view the
Transactions positively and believes they strengthen Charter's
overall credit profile. Fitch estimates that on a pro forma basis
for the last 12 months (LTM) ended March 31, 2017, including a full
year of the Transactions and recent debt issuances and redemptions,
total leverage was 4.2x while senior secured leverage was 3.1x.

Integration Key to Success: Charter's ability to continue managing
the simultaneous integration of two transactions and limit
disruption to its overall operations is critical. Charter is also
managing the transition to all-digital services and the
introduction of its interactive IP-based video user interface
across the TWC and Bright House systems. Similar efforts in their
legacy systems boosted ARPU and accelerated growth in revenue,
EBITDA margin and FCF.

Credit Profile Changes: As of March 31, 2017, Charter served 25.1
million residential customers and is the country's second largest
cable multiple-system operator. Pro forma LTM revenue and EBITDA
totalled approximately $40.5 billion and $14.7 billion,
respectively. Charter's pro forma total leverage and senior secured
leverage have declined since peaking at 4.4x and 3.5x,
respectively, at June 30, 2016. The decline was driven primarily by
EBITDA growth as Charter benefited from ongoing operating
improvements.

Improving Operating Momentum: Charter's operating strategies are
having a positive impact on the company's operating profile,
resulting in a strengthened competitive position. The
market-share-driven strategy, which is focused on enhancing the
overall competitiveness of Charter's video service and leveraging
its all-digital infrastructure, is improving subscriber metrics,
growing revenue and average revenue per unit (ARPU) trends, and
stabilizing operating margins.

Debt Capacity Growth: Charter management has stated it plans to
target the low end of its target leverage range of 4x to 4.5x.
Fitch expects Charter to continue to create additional debt
capacity and remain within its target leverage primarily through
EBITDA growth. Proceeds from prospective debt issuances under
additional debt capacity created are expected to be used for
investment in the business, accretive acquisitions and shareholder
returns.

KEY ASSUMPTIONS

Fitch's key assumptions within the rating case include:

-- Mid-single-digit pro forma revenue growth highlighted by
continued high-speed data and commercial service revenue growth.

-- Pro forma EBITDA margin improves as ARPU growth from
subscribers taking more advanced video services and higher-speed
data service tiers offsets increased programming costs and spending
to enhance customer service and products.

-- Fitch estimates Charter will generate more than $4 billion of
free cash flow (FCF) in 2017.

RATING SENSITIVITIES

Positive rating actions would be contemplated given the following:

-- Integrating TWC and Bright House while limiting disruption in
the company's overall operations;

-- Demonstrating continued progress in closing gaps relative to
its industry peers in service penetration rates and strategic
bandwidth initiatives;

-- Operating profile strengthens as the company captures
sustainable revenue and cash flow growth envisioned when
implementing the current operating strategy;

-- Reduction and maintenance of total leverage below 4.0x.

Fitch believes negative rating actions would likely occur given the
following:

-- A leveraging transaction or the adoption of a more aggressive
financial strategy that increases leverage beyond 5.5x in the
absence of a credible deleveraging plan;

-- Adoption of a more aggressive financial strategy;

-- A perceived weakening of Charter's competitive position or
failure of the current operating strategy to produce sustainable
revenue and cash flow growth along with strengthening operating
margins.

LIQUIDITY

Fitch regards Charter's liquidity position and overall financial
flexibility as satisfactory given the rating category. Charter's
financial flexibility will improve in step with the growth of FCF
generation following the completion of the transactions. Charter
generated $3.7 billion of FCF during the LTM ended March 31, 2017
and Fitch expects Charter to generate more than $4 billion in
2017.

The company's liquidity position at March 31, 2017 includes cash of
$2.7 billion and is supported by $2.8 billion of borrowing capacity
from its $3 billion revolver, which expires in May 2021, and
anticipated FCF generation. Charter's pro forma maturity profile is
manageable with less than 10% of outstanding debt maturing before
2020 including $148 million in 2017, $2.2 billion in 2018, and $3.5
billion in 2019. Fitch believes that Charter has the financial
flexibility to retire near-term maturities with cash on hand and
future FCF.


CELL C: Chapter 15 Case Summary
-------------------------------
Chapter 15 Debtor: Cell C Proprietary Limited
                   The Waterfall Campus
                   Cnr Maxwell Drive & Pretoria Main Rd.
                   Buccleuch
                   South Africa 2090

Business Description: Cell C -- https://www.cellc.co.za -- is
                      a mobile provider in South Africa, offering
                      a wide range of prepaid, hybrid and postpaid
                      products and services, including voice, data
                      and messaging services.  The Company is 100%
                      owned by 3C Telecommunications Proprietary
                      Limited, a South African company registered
                      in accordance with the company laws of South

                      Africa.  Cell C proposed an arrangement or
                      compromise of its financial indebtedness to
                      the holders of EUR 400,000,000 8.625% first
                      priority senior secured notes due in 2008,
                      issued by the Company.

Foreign Proceeding: Proceeding under South African Companies Act
                    71 of 2008, section 155.

Chapter 15 Petition Date: June 22, 2017

Chapter 15 Case No.: 17-11735

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

Judge: Hon. Martin Glenn

Foreign Representatives: Paolo Pianezze, Robert Killigrew Sabine
                         Pasley, and Graham Mackinnon as foreign
                         representatives

Foreign
Representatives'
Counsel:        Courtney Slatten Katzenstein, Esq.
                NORTON ROSE FULBRIGHT US LLP
                1301 Avenue of the Americas
                New York, NY 10019
                Tel: 212-318-3000
                Fax: 212-318-3400
                E-mail:
courtneyslatten.katzenstein@nortonrosefulbright.com

Estimated Assets: Not Indicated

Estimated Debts: Not Indicated

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

         http://bankrupt.com/misc/nysb17-11735.pdf


CELL C: Files U.S. Chapter 15 to Fend Off Disgruntled Creditors
---------------------------------------------------------------
Cell C Proprietary Limited, the third largest of four mobile
network operators in South Africa, filed a Chapter 15 petition in
New York to seek recognition of its restructuring proceedings in
South Africa and stop what it claims to be a small minority of
disgruntled creditors from interfering in the proceedings.

Cell C commenced Section 155 proceedings under the South African
Companies Act 71 of 2008 to seek approval of an "arrangement" or
"compromise" that provides for a two-fold restructuring:

   1. First, the debt restructure reduces Cell C's financial
indebtedness (mainly denominated in foreign currency and
consequently exposed to currency fluctuations) from a level of
approximately R24 billion to approximately R6 billion and, it also
introduces fresh capital into the business through Blue Label and
Net 1 UEPS Technologies Inc. ("Net 1") as equity partners in Cell
C.  The reduction in Cell C's borrowings is required to provide
financial sustainability and operational flexibility.

   2. Second, under the equity restructure, Blue Label Telecoms
Limited ("Blue Label") will acquire a 45% equity stake in Cell C
(in exchange for new capital of R5.5 billion) and Net 1 will
acquire 15% (in consideration of R2.0 billion).  Staff and
management will acquire 10% of Cell C.  3C Telecommunications, an
existing owner of 100% of the equity in Cell C, will dilute and
subscribe indirectly for new equity of 30% in Cell C through
entities SPV1,8 SPV29 and SPV3.  Following the implementation of
the equity restructure, Cell C will have more than 30% of its
equity interests in the hands of individuals that qualify as BEE
shareholders.

Blue Label is a leading distributor of prepaid airtime, data and
starter packs in South Africa.  Blue Label is part of Cell C
nationwide distribution network for its offering and services.

Cell C's major creditors are China Development Bank Corporation
("CDB"), the Industrial and Commercial Bank of China Limited
("ICBC"), Nedbank Limited ("Nedbank"), Development Bank of Southern
Africa Limited ("DBSA"), and the "Compromise Creditors."

The Compromise Creditors are the holders of the Euro 400,000,000
8.625% first priority senior secured notes due 2018 (the "Euro
Notes") issued by Cell C and identified with ISIN XS0223890251 and
ISIN XS0223890418.  CDB, ICBC, Nedbank and DBSA are not affected by
the Section 155 Proceeding.

"I commenced an ancillary proceeding for the Debtor under chapter
15 of the Bankruptcy Code to obtain recognition of the Section 155
Proceeding.  I believe that this Chapter 15 case will complement
the Debtor's primary proceeding in South Africa to ensure the
effective and economic administration of the Debtor's restructuring
effort.  Indeed, recognition of the Debtor's Section 155 Proceeding
will, among other things, ensure that the Arrangement, as
implemented through the South African Court, and other legal
consequences of the Arrangement, are respected in the United
States.  Moreover, entry of an order recognizing the Section 155
Proceeding is a condition precedent to consummation of the
Restructure," stated Paolo Pianezze, the Executive Head - Legal,
who has been appointed as foreign representative in the Chapter 15
case.

                       Disgruntled Creditors

The Debtor is seeking to propose an arrangement or compromise of
its financial indebtedness to the holders of EUR 400,000,000 8.625%
first priority senior secured notes due in 2008, issued by the
Company.

The Debtor believes it has the support of approximately 98% of the
Compromise Creditors who are affected by the Arrangement and who
are eligible to vote on the Arrangement.

However, according to the Foreign Representative, "The Debtor is
concerned that a small minority of disgruntled Compromise Creditors
may try to interfere with the Section 155 Proceeding.  Accordingly,
emergency provisional relief ("Provisional Relief") is necessary to
prevent parties in interest from the commencement or continuation
of any action or proceeding concerning the assets, rights,
obligations or liabilities of the Debtor, including any action or
proceeding against me in my capacity as foreign representative of
the Debtor, in any courts or tribunals in the United States (other
than in this Chapter 15 case).  A substantial threat of irreparable
injury exists if the Provisional Relief is not issued.  Without
such Provisional Relief, disgruntled Compromise Creditors might
pursue legal actions in courts or tribunals in the United States
(other than in this Chapter 15 case) seeking to affect, interfere
with, disrupt, prejudice, or enjoin, the Section 155 Proceeding.
Such efforts would interfere with the orderly administration of the
Section 155 Proceeding and could hinder any chance for the Section
155 Proceeding to produce a successful outcome.  The Provisional
Relief will benefit the Debtor's creditors by facilitating the
Section 155 Proceeding.  The Debtor is attempting to rehabilitate
by seeking the approval of the Arrangement in the Section 155
Proceeding.  The Debtor's business will be in jeopardy if the
Provisional Relief is not approved.  Accordingly, I seek
Provisional Relief in the form of injunctive relief under Sections
1519 and 105(a) of the Bankruptcy Code, including an injunction
against filing proceedings me, in my capacity as Foreign
Representative of the Debtor, in any court in the United States
(other than this Chapter 15 case) that may affect or interfere with
the Section 155 Proceeding".

                       Road to Proceedings

Cell C actively sought to establish itself as a "consumer champion"
and a "value for money" brand, adopting a transparent and simple
approach to pricing, in an effort to attract low-income price
sensitive consumers and promote the porting of subscribers as a
means for consumers to save money.

Between 2012 and 2015, Cell C pursued aggressive pricing against
its competitors, introducing value offerings and promotions
targeted at further developing its prepaid subscriber base so as to
increase its scale and reach in the South African market. In 2015,
Cell C shifted its focus away from aggressive pricing.

During 2014 it became clear to Cell C that additional equity would
be required in the business.  OTL was unable to provide an equity
injection on its own.  A process, initiated by OTL, headed by
Goldman Sachs and Houlihan Lokey, focused on identifying possible
sources for equity either through an outright disposal of Cell C's
equity or through a combined transaction involving OTL and a new
equity investor.

A thorough due diligence process was conducted by McKinsey
(business plan), KPMG (finance and tax) and Norton Rose Fulbright
South Africa Inc.  Interested parties conducted their own due
diligence, and these included international mobile operators,
private equity funds and various local investors. Ultimately, no
party presented a proposal that would have preserved the value of
Cell C that was acceptable to the Board.

On Nov. 20, 2016, Cell C failed to make a capital payment due to
CDB, an event of default under the related facility agreement that
resulted in cross defaults under other facilities with ICBC,
Nedbank and DBSA.  On Jan. 1, 2017, Cell C failed to pay an
interest payment due to the Compromise Creditors.

As a consequence of the above events, Cell C's corporate credit
rating was downgraded from CC, highly vulnerable to non-payment, to
"D", junk status, by S&P Global Rating in early February 2017. This
downgrade rendered it almost impossible, by virtue of any capital
raising becoming very expensive, for Cell C to return to the bond
market to raise capital.

Cell C has since continued to run its ordinary course of business
and operations and meet its obligations to its staff and most of
its trade suppliers and creditors.

                     Section 155 Proceeding

The Debtor is based in the Republic of South Africa.  The South
African Companies Act 71 of 2008 provides at its Section 155 for a
process to approve an "arrangement" or "compromise" that may affect
some or all of a debtor's creditors. In a Section 155 proceeding,
the debtor proposes an arrangement to its affected creditors, the
creditors vote on the arrangement, and if the requisite votes are
obtained, the debtor petitions the High Court of South Africa for a
"Sanction Order" approving, or "sanctioning," the arrangement.
This process shall be called the "Section 155 Proceeding."

On June 21, 2017, the Debtor issued the Board Resolutions naming me
as the "foreign representative" as defined in section 101(24) of
the Bankruptcy Code for purposes of the Debtor's Section 155
Proceeding, and authorizing Paolo Pianezze to file the Chapter 15
case in the United States.

On June 21, 2017, the Debtor sent out to its creditors a "Notice of
the Compromise Creditors Meeting," providing notice to creditors of
a "Compromise Creditors Meeting" pursuant to Section 155 of the
Companies Act to approve of the Arrangement.  The Notice of the
Compromise Creditors Meeting commenced the Debtor's Section 155
Proceeding.  The Compromise Creditors Meeting is scheduled for June
28.

If the Compromise Creditors vote in favor of the Arrangement, the
Debtor will petition the South
African Court for a Sanction Order approving of the Arrangement.
Subject to the approval of the Registrar of the Johannesburg High
Court, the Debtor expects that a hearing to approve the Arrangement
will be held in the South African Court on or about July 18, 2017.
The Debtor anticipates that the South African Court will enter the
Sanction Order that same day.

                           About Cell C

Cell C Proprietary Limited -- https://www.cellc.co.za -- is the
third largest of four mobile network operators in South Africa.
Cell C offers a wide range of prepaid, hybrid and postpaid products
and services, including voice, data and messaging services.  

The Company is 100% owned by 3C Telecommunications Proprietary
Limited, a South African company.  3C Telecommunications in turn is
75% owned by Oger Telecom Limited ("OTL"), a company registered in
accordance with the laws of the Dubai International Financial
Centre in the United Arab Emirates.

Cell has pending proceedings under South African Companies Act 71
of 2008, section 155, seeking to propose an arrangement or
compromise of its financial indebtedness to the holders of EUR
400,000,000 8.625% first priority senior secured notes due in 2008,
issued by the Company.

Cell C Proprietary Limited filed a Chapter 15 petition in New York
(Bankr. S.D.N.Y. Case No. 17-11735) on June 22, 2017, to seek
recognition of the South African proceedings.  The Hon. Martin
Glenn is the case judge.

Paolo Pianezze, Robert Killigrew Sabine, Pasley, and Graham
Mackinnon, as foreign representatives, signed the Chapter 15
petition.  Courtney Slatten Katzenstein, Esq., at Norton Rose
Fulbright US LLP, in New York, is their counsel.


CENTRAL GROCERS: Auction of Strack and Van Til Stores on June 26
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has approved
the bidding procedures in connection with the sale of substantially
all assets of Strack and Van Til, Super Market, Inc. to Jewel Food
Stores, Inc. for the aggregate purchase price of $70,000,000, plus
the cost of inventory at such Strack Stores, estimated to be
approximately $30,000,000, subject to overbid at an auction on June
26, 2017.

As reported by the Troubled Company Reporter on May 15, 2017, the
consummation of sale transactions that will maximize value for the
Debtors' estates and preserve as many jobs of their employees as
possible is the cornerstone of the Debtors' chapter 11 strategy.

The Debtors are seeking to sell substantially all of their assets,
which consist primarily of the grocery stores operated by Strack
under the "Strack & Van Til," "Ultra Foods," and "Town & Country"
banners ("Strack Stores"), including related leasehold interests
and inventory; an over 1,000,000 square foot warehousing and
distribution facility located in Joliet, Illinois ("Distribution
Center"); and other real property owned by the Debtors.  To that
end, they have secured the Stalking Horse Bid from the Stalking
Horse Bidder for the sale of 19 Strack Stores, for the purchase
price.

In December 2016, the Debtors initiated a comprehensive marketing
process to sell the Company as a going concern or to consummate
another strategic, value-maximizing transaction that would resolve
the Company's operational and financial challenges.  To that end,
the Company retained Peter J. Solomon Co., LLC ("PJSC") to serve as
its investment banker and to design and execute an "M&A" process.
PJSC solicited interest from parties in consummating a strategic
transaction with the Company, either through a merger or a sale.

By the end of January 2017, the Company had received six bids for
overlapping and non-overlapping Assets, including certain of the
Strack Stores, the Distribution Center, related inventory, and
other real and personal property.  After extensive deliberations
with its advisors and Prepetition Secured Lenders and several
rounds of negotiations with bidders, the Company elected to pursue
the Stalking Horse Bid for the sale of 19 Strack Stores and related
inventory.

Appreciating their challenging financial condition and the tight
timeline that likely would govern the postpetition sale process
under the Debtors' DIP Financing, the Debtors accomplished as much
as possible prior to the commencement of these cases.  With the
Stalking Horse Bid in place, the Debtors are prepared to execute
the last leg of their sale process, which will include a
postpetition marketing campaign, consistent with the terms of the
Stalking Horse Agreement and the Bidding Procedures.

Contemporaneously with the Sale Motion, the Debtors have filed a
motion seeking approval of DIP Financing provided by certain of
their Prepetition Secured Lenders ("DIP Lenders").  Although they
expect that access to the DIP Financing, together with the use of
cash collateral, will provide them with sufficient runway to
consummate value-maximizing Sale Transactions for substantially all
of their Assets, it cannot be overemphasized that time is of the
essence.  Given the significant costs associated with the ongoing
operations of the Debtors' businesses and their current financial
condition, the DIP Lenders have established strict Milestones for
the Debtors' sale process.

Specifically, the Debtors and the DIP Lenders have agreed to,
among
others, these milestones:

a. On May 12, 2017, the Debtors will file with the Court a bidding
procedures motion for the sale of all or substantially all of the
assets of Strack and its Debtor subsidiaries together with bidding
procedures;

b. On May 17, 2017, the Debtors will execute an asset purchase
agreement, in form and substance acceptable to the agent under the
DIP Financing facility ("DIP Agent"), evidencing a sale of all or
substantially all of the assets of Strack and its Debtors
subsidiaries to a purchaser acceptable to the DIP Agent and the
Required Lenders, subject to the receipt of higher or better bids;

c. The Court will have entered the Bidding Procedures Order by the
date that is 30 calendar days after the Commencement Date;

d. The Debtors will commence an auction for the sale of all or
substantially all of the assets of Strack and its Debtors
affiliates in accordance with the Bidding Procedures on or before
the date that is 55 calendar days after the Commencement Date;

e. Within 15 calendar days after the conclusion of the auction, the
Debtors will obtain an order approving the sale of all or
substantially all of the assets of Strack and its Debtor
subsidiaries, which order will provide that the net sale proceeds
will be applied to the DIP Obligations and/or Prepetition Revolving
Obligations, at the DIP Agent's sole discretion; and

f. Closing of the sale of all or substantially all of the assets of
Strack and its Debtor subsidiaries by the date that is (i) 90
calendar days after the entry of the sale order approving such
sale, if the sale is to the Stalking Horse Bidder; or (ii) 30
calendar days after the entry of the sale order approving such
sale, if the sale is to any other buyer approved by the DIP Agent
and Required Lenders.

The Stalking Horse Agreement represents a binding bid for 19 Strack
Stores and related assets, for a total consideration of
$70,000,000, plus the actual cost of inventory at such Strack
Stores at closing.  By the Motion, the Debtors ask for authority to
provide the Stalking Horse Bidder with standard Stalking Horse Bid
Protections.  In particular, the Stalking Horse Agreement provides
for the payment of a (i) a Break-up Fee in an amount equal to 3% of
the purchase price of the Stalking Horse Package; and (ii)
Reimbursement of up to $500,000 for reasonable and documented costs
and expenses incurred by the Stalking Horse Bidder in connection
with the Stalking Horse Agreement and participation in the Auction
and sale process, in each case, in the event that the Debtors
consummate an Alternative Transaction.

The Bidding Procedures establish initial overbid minimum and
subsequent bidding increment requirements and also provide that, if
the Stalking Horse Bidder bids on the Stalking Horse Package at the
Auction, the Stalking Horse Bidder will be entitled to a credit in
the amount of its Termination Payment against the increased
purchase price for the Stalking Horse Package ("Stalking Horse Bid
Protections").

The salient terms of the Stalking Horse Agreement are:

   1. Closing and Other Deadlines:

       i. Initial Closing will take place on the third Business Day
after all conditions in Section 7.1 and Section 7.2 have been
satisfied or waived.  Each subsequent Closing will take place on
the third Business Day after all conditions in Section 7.3 and
Section 7.4 have been satisfied or waived.

      ii. The Debtors and the Stalking Horse Bidder will negotiate
a Closing schedule within ten (10) days after the conclusion of the
Auction.

     iii. If the Initial Closing does not occur prior to Sept. 12,
2017, either the Stalking Horse Bidder or the Debtors may terminate
the Stalking Horse Agreement.  The Debtors may terminate the
Stalking Horse Agreement if the last closing has not occurred
within 90 days after entry of the applicable Sale Order, so long as
(i) the Auction has commenced on June 29, 2017, and (ii) the Court
has entered the applicable Sale Order on July 11, 2017.  The
Debtors may also terminate the Stalking Horse Agreement if the
Deposit Amount is not deposited by the Stalking Horse Bidder within
two Business Days following the Initial Closing.

      iv. The Stalking Horse Bidder may terminate the Agreement
upon the failure of the Debtors to satisfy a series of Bankruptcy
Milestones; specifically: (A) the Court will have entered the
Bidding Procedures Order on June 5, 2017; (B) the will have entered
the applicable Sale Order on July 11, 2017; (C) the Debtors will
have filed a motion seeking approval of DIP Financing acceptable to
the Stalking Horse Bidder on May 15, 2017; (D) the Debtors will
have obtained an interim order approving the DIP Financing on May
22, 2017; (E) the Debtors will have obtained a final order
approving the DIP Financing on June 9, 2017; and (F) the final
order approving the DIP Financing will not have been stayed or
reversed on appeal.

   2. Good Faith Deposit: $25,000,000

   3. Use of Proceeds: If the Termination Payment becomes due and
payable by the Sellers to the Buyer under the Stalking Horse
Agreement, it will be paid from the proceeds of the Alternative
Transaction that triggered the payment to become due.

    4. Requested Findings as to Successor Liability: The Debtors
seek to sell the Acquired Assets to the Stalking Horse Bidder free
and clear of all Liens.  The Stalking Horse Bidder will not have
any derivative, successor, transferee or vicarious Liability for
Liabilities of the Debtors as a result of the transactions
contemplated by the Agreement.

   5. Sale Free and Clear of Unexpired Leases: The Debtors do not
seek to sell the Acquired Assets free and clear of a possessory
leasehold interest, license, or other right.

   6. Provisions Providing Bid Protections to Stalking Horse or
Initial Bidder: The Stalking Horse Bidder will be entitled to
payment of (i) a break-up fee in an amount equal to 3% of the Base
Purchase Price; and (ii) reimbursement of up to $500,000 for
reasonable and documented costs and expenses incurred by the
Stalking Horse Bidder in connection with the Stalking Horse
Agreement and participation in the Auction and sale process.

The Stalking Horse Bidder also agreed to interview and extend
offers of employment to substantially all of the Covered Employees
employed at the Strack Stores in the Stalking Horse Package.  The
Stalking Horse Bidder also agreed to negotiate in good faith with
the Affected Unions representing Covered Employees to achieve
collective bargaining agreements and other labor contracts that are
acceptable to the Stalking Horse Bidder and consistent with the
terms of its current agreements with the Affected Unions.

The Debtors also asked for authority to enter into Additional
Stalking Horse Agreement with Additional Stalking Horse Bidders,
pursuant to which the Debtors would provide Additional Stalking
Horse Bidders with Additional Stalking Horse Bid Protections.

Specifically, the Debtors propose to offer each Additional Stalking
Horse Bidder a break-up fee in an amount that will not exceed 3% of
the cash portion of the purchase price in the applicable Additional
Stalking Horse Bid ("Additional Termination Payment").  Parties in
interest who wish to object to the provision of an Additional
Termination Payment must file within five calendar days after
service of the Sale Notice or relevant Supplemental Sale Notice, as
applicable.

Given the urgency of the Debtors' need to maximize value for
creditors through timely and efficient Sale Transactions, the
ability to designate Additional Stalking Horse Bidders and offer
such bidders Additional Stalking Horse Bid Protections is justified
and appropriate.

The Bidding Procedures are designed to promote a competitive and
expedient sale process.  If approved, the Bidding Procedures will
allow the Debtors to solicit and identify bids from potential
buyers that constitute the highest or best offer for the Assets on
a schedule consistent with the Milestones, the deadlines under the
Stalking Horse Agreement, and the Debtors' chapter 11 strategy.
Accordingly, the Debtors ask the Court to approve the Bidding
Procedures.

The salient terms of the Bidding Procedures are:

   a. Bid Deadline: June 26, 2017 at 4:00 p.m. (PET)

   b. Credit Bid: Persons or entities holding a perfected security
interest in Assets may seek to Credit Bid their claims for their
collateral.

   c. Landlord Bid: Any bid submitted by a landlord for the
purchase of one of more of such landlord's own Leases may include a
purchase price comprised of a (i) cash component, and (ii) a
non-cash component that represents a "credit" for rental arrears
under such Lease to reduce the cash consideration for the
applicable Lease, but not the Good Faith Deposit required.

   d. Stalking Horse Package: Each bid submitted in connection with
the Stalking Horse Package must (i) be a bid for the entire
Stalking Horse Package; and (ii) exceed the cash purchase price in
the Stalking Horse Bid, plus any applicable Termination Payment; or
(iii) propose an alternative transaction that provides better terms
than the Stalking Horse Bid, taking into account any applicable
Termination Payment.

   e. Bids for Individual Assets or Combinations of Assets: Bidders
may also submit bids for any individual Asset, whether or not such
asset is included in the Stalking Horse Package or any Additional
Stalking Horse Package.  Generally, the Debtors must conclude that
a Partial Bid, when taken together with other Partial Bids,
satisfies the criteria for being a Qualified Bid.

   f. Additional Stalking Horse Packages: Each bid submitted in
connection with an Additional Stalking Horse Package must exceed
the cash purchase price in the applicable Additional Stalking Horse
Bid, plus any applicable Additional Termination Payment, or propose
an alternative transaction that provides better terms than the
Additional Stalking Horse Bid, taking into account any applicable
Additional Termination Payment.

   g. Good Faith Deposit: An amount equal to 10% of the proposed
purchase price

   h. Stalking Horse Credit for Termination Payment: The cash and
other considerations proposed by such Qualified Bidder must exceed
the Stalking Horse Bid by the purchase price contained in the
Stalking Horse Bid, plus the applicable Termination Payment, by at
least the amount of the Minimum Overbid to advance to the next
round of bidding.

   i. Additional Stalking Horse Credit for Additional Termination
Payment: The cash and other considerations proposed by such
Qualified Bidder must exceed the applicable Additional Stalking
Horse Bid by the purchase price contained in the Additional
Stalking Horse Bid, plus the Additional Termination Payment, by at
least the amount of the Minimum Overbid to advance to the next
round of bidding.  The Additional Stalking Horse Bidder will be
entitled to a "credit" in the amount of the applicable Additional
Termination Payment to be counted toward its bid and the
computation of the Minimum Overbid for bidders to advance to the
next round of bidding with respect to the Additional Stalking Horse
Package.

   j. Baseline Bids: Bidding for each Auction Package will commence
at Baseline Bid.

   h. Minimum Overbid: The Debtors will announce at the outset of
the Auction the minimum required increments for successive
Qualified Bids.

   i. Highest or Best Offer: After the first round of bidding and
between each subsequent round of bidding, the Debtors will announce
the bid that they believe to be the highest or best offer for an
Auction Package.

A copy of the Stalking Horse APA and the Bidding Procedures
attached to the Motion is available for free at
http://bankrupt.com/misc/Central_Grocers_135_Sales.pdf

Consistent with the Milestones and their need to consummate a sales
of their Assets as quickly and efficiently as possible, the Debtors
propose these key dates and deadlines for the sale process:

   a. June 2, 2017, at 10:00 a.m. (PET) - Hearing to consider
approval of Bidding Procedures and entry of Bidding Procedures
Order

   b. June 7, 2017 - Target date for Debtors to provide applicable
Counterparties Adequate Assurance Information with respect to the
Stalking Horse Bidder (and its proposed assignee, if applicable)

   c. June 14, 2017 - Deadline for Debtors to designate Additional
Stalking Horse Bidders

   d. June 16, 2017, at 4:00 p.m. (PET) - Deadline to object to (i)
proposed Sale Transaction involving Assets included in Stalking
Horse Package, (ii) Debtors' proposed Cure Costs, and (iii) the
assumption of and assignment to the Stalking Horse Bidder any (a)
Proposed Assumed Contracts included in the original Stalking Horse
Bid, and (b) any known Designation Rights Contracts identified and
noticed pursuant to the Assumption and Assignment Notice

   e. June 26, 2017, at 4:00 p.m. (PET) - Bid Deadline

   f. June 28, 2017 - Proposed date of Sale Hearing if no other
Qualified Bids received for Stalking Horse Package

   g. June 23, 2017 - Deadline for Debtors to notify Prospective
Bidders of their status as Qualified Bidders

   h. June 29, 2017 at 10:00 a.m. (PET) - Auction to be held at
offices of Weil, Gotshal & Manges LLP (if necessary)

   i. June 28, 2017 - Target date for Debtors to file with the
Court the Notice of Auction Results and to provide applicable
Counterparties with Adequate Assurance Information for the
Successful Bidders and each of their proposed assignees, if
applicable

   j. July 7, 2017, at 4:00 p.m. (PET) - Deadline to object to (i)
proposed Sale Transactions involving Other Assets, and (ii) the
assumption of and assignment to (a) a Successful Bidder any
Proposed Assumed Contracts or any Contracts or Leases that may
later be designated by a Successful Bidder for assumption and
assignment, and (b) the Stalking Horse Bidder any additional
Proposed Assumed Contracts added to the Stalking Horse Bid
ultimately deemed a Successful Bid at the Auction and any
applicable known Designation Rights Contracts

   k. July 10, 2017 at 11:00 a.m. (PET) - Proposed date of Sale
Hearing to consider approval of Sale Transactions and entry of Sale
Orders

According to TCR, in connection with a Sale Transaction, the
Debtors may ask to assume and assign to the Successful Bidders
certain Contracts and Leases.  Any Counterparty who wishes to
object to the assumption, assignment, or potential designation of
their Contract or Lease, must file on June 16, 2017, at 4:00 p.m.
(PET).  Any assumption of Proposed Assumed Contracts is an exercise
of the Debtors' sound business judgment because the transfer of
such Contracts and Leases is necessary to their ability to obtain
the best value for their Assets, should be approved.

The Debtors expected that the Prepetition Secured Lenders that have
liens on substantially all of the Assets will consent to such sale.
Further, those parties with junior or prior liens can be compelled
to accept a money satisfaction of their interests, and such liens
will attach to the proceeds of the sale in their order of
priority.

The Debtors said that a strong business justification exists for
the sale of the Debtors' Assets.  An orderly but expeditious sale
of the Assets is critical to both preserving and realizing the
Company's going concern value and maximizing recoveries for their
economic stakeholders.  Moreover, the timely consummation of the
proposed Sale Transactions is required under the express terms of
the DIP Credit Agreement and the Stalking Horse Agreement.
Accordingly, the Debtors asked the Court to approve the relief
sought.

The Purchaser can be reached at:

          JEWEL FOOD STORES, INC.
          250 East Parkcenter Boulevard
          Boise, ID 83706
          Attn: Legal Department
          Facsimile: (208) 395-6575
          E-mail: Justin.Ewing@albertsons.com
                  Todd.Williams@albertsons.com

The Purchaser is represented by:

          Stuart D. Freedman, Esq.
          David M. Hillman, Esq.
          SCHULTE ROTH & ZABEL LLP
          919 Third Avenue
          New York, NY 10022
          E-mail: stuart.freedman@srz.com
                  david.hillman@srz.com

                      About Central Grocers

Joliet, Illinois-based Central Grocers, Inc. --
http://www.central-grocers.com/-- is a supplier to independent    
grocery stores in the Midwestern United States.  Formed in 1917,
Central Grocers is organized as a retail cooperative (co-op) owned
by the independent supermarket retailers that Central supplies.

Central Grocers is the seventh largest grocery cooperative in the
United States.  It supplies over 400 stores in the Chicago area
with groceries, produce, fresh meat, service deli items, frozen
foods, ice cream and exclusively the Centrella Brand distributor.
Sales have grown to $2.0 billion per year over the past 94 years.

Central Grocers sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10993) on May 4,
2017.  Eleven affiliates of the company also filed separate Chapter
11 petitions (Bankr. D. Del. Case Nos. 17-10992, 17-10994 to
17-11003).  The petitions were signed by Donald E. Harer, chief
restructuring officer.

At the time of the filing, the Debtors estimated their assets and
debts at $100 million to $500 million.

The cases are assigned to Judge Brendan Linehan Shannon.

Weil, Gotshal & Manges LLP serves as the Debtors' bankruptcy
counsel.  The Debtors have also hired Richards, Layton & Finger
P.A. as local counsel; Lavelle Law, Ltd., as general corporate
counsel; Conway Mackenzie Inc. as financial advisor; and Peter J.
Solomon Company as investment banker.  Prime Clerk is the claims
and noticing agent.

The Official Committee of Unsecured Creditors formed in the cases
retained Kilpatrick Townsend & Stockton LLP and Saul Ewing LLP as
attorneys.


CENTRAL GROCERS: Taps McDonald Hopkins as Local Counsel
-------------------------------------------------------
Central Grocers, Inc. received approval from the U.S. Bankruptcy
Court for the District of Delaware to hire McDonald Hopkins LLC.

The firm will provide legal services to the company and its
affiliates as local counsel and conflicts counsel.  These services
include:

     (a) monitoring the Debtors' Chapter 11 cases and legal
         activities and advising them on the legal ramifications
         of their actions;

     (b) advising the Debtors of their duties in bankruptcy;

     (c) executing the Debtors' decisions by filing with the court

         motions, objections, and other relevant documents;

     (d) appearing before the court on all matters related to the
         cases; and

     (e) assisting the Debtors in the administration of their
         cases.

The attorneys who are expected to represent the Debtors and their
hourly rates are:

     David Agay         $575
     Joshua Gadharf     $375
     Rion Vaughan       $285

David Agay, 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.
Agay disclosed that his firm has not agreed to any variations from,
or alternatives to, its standard or customary billing arrangements.


Mr. Agay also disclosed that his firm has not represented the
Debtors prior to their bankruptcy filing so the billing rates and
material financial terms of the firm's employment have not changed
after the filing.

McDonald Hopkins, in conjunction with the Debtors and their lead
counsel, will endeavor to develop a prospective budget and staffing
plan, Mr. Agay further disclosed in court filings.

The firm can be reached through:

     David A. Agay, Esq.
     McDonald Hopkins LLC
     300 North LaSalle Street, Suite 1400
     Chicago, IL 60654
     Phone: 312-280-0111

                   About Central Grocers Inc.

Joliet, Illinois-based Central Grocers, Inc. --
http://www.central-grocers.com/-- is the seventh largest grocery  
cooperative in the United States. It supplies over 400 stores in
the Chicago area with groceries, produce, fresh meat, service deli
items, frozen foods, ice cream and exclusively the Centrella Brand
distributor.  Formed in 1917, Central Grocers is organized as a
retail cooperative (co-op) owned by the independent supermarket
retailers that Central supplies.

Central Grocers and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10993)
on May 4, 2017. At the time of the filing, the Debtors estimated
their assets and debts at $100 million to $500 million.  The
petitions were signed by Donald E. Harer, chief restructuring
officer.

The cases are assigned to Judge Brendan Linehan Shannon.

Weil, Gotshal & Manges LLP serves as the Debtors' bankruptcy
counsel.  The Debtors have also hired Richards, Layton & Finger
P.A. as local counsel; Lavelle Law, Ltd., as general corporate
counsel; Conway Mackenzie Inc. as financial advisor; and Peter J.
Solomon Company as investment banker. Prime Clerk is the claims and
noticing agent.

The official committee of unsecured creditors retained Kilpatrick
Townsend & Stockton LLP and Saul Ewing LLP as counsel, and FTI
Consulting, Inc., as financial advisor.


CHARLES WALKER: Trustee Seeks Auction of 7 Nashville Properties
---------------------------------------------------------------
John C. McLemore, the trustee in the Chapter 11 case of Charles E.
Walker, asks the U.S. Bankruptcy Court for the Middle District of
Tennessee to authorize him to proceed with the sale at auction of
seven Nashville properties:

   * House and lot at 2615 Joplin Drive, Nashville, TN
   * Unimproved lot at 0 Joplin Drive, Nashville, TN
   * Residential Condo at 811 A Sylvan Street, Nashville, TN
   * House and lot at 1810 Branch Street, Nashville, TN
   * House and lot at 917 Stockell St., Nashville, TN
   * House and lot at 920 Morrison St., Nashville, TN
   * House and lot at 922 Morrison St., Nashville, TN

A hearing on the Motion is set for July 18, 2017 at 9:00 a.m.
Objection deadline is July 17, 2017.

The Trustee proposes to proceed with the auction of these
properties at the time and location indicated:

    a. Sale No. 1 and 2:

        i. Property Description: House and Lot at 2615 Joplin
Drive, Nashville, Tennessee; and Unimproved Lot at 0 Joplin Drive
(Lot No. 39 on the Plan of Thompson Lane Park – Map & Parcel No.
119-11-0 109.900).

       ii. Date: July 26, 2017 at 10:30 a.m.

      iii. Location: On Site

       iv. Terms of real Estate Sale: 20% earnest money to be paid
at the auction; balance at closing to be held within 30 days of the
auction.

        v. 1st Lienholder: None

       vi. Debtor(s) Statutory Exemption: None

    b. Sale No. 3:

        i. Property Description: Residential Condo at 811 A Sylvan
Street, Nashville, Tennessee

       ii. Date: July 26, 2017 at 1:30 p.m.

      iii. Location: On Site

       iv. Terms of real Estate Sale: 20% earnest money to be paid
at the auction; balance at closing to be held within 30 days of the
auction.

        v. 1st Lienholder: On July 12, 2016, First Freedom Bank
filed claims for $847,825 cross collateralized with other
properties.  After the payment of the costs of sale, the net
proceeds will be paid to First Freedom Bank up to balance on note.
The Trustee paid January monthly adequate protection payments to
First Freedom Bank which will reduce the amount of the payoff.  He
has requested an itemized payoff from the lender.

       vi. Debtor(s) Statutory Exemption: None

    c. Sale No. 4:

        i. Property Description: House and lot at 1810 Branch St.,
Nashville, Tennessee

       ii. Date: July 27, 2017 at 10:30 a.m.

      iii. Location: On Site

       iv. Terms of real Estate Sale: 20% earnest money to be paid
at the auction; balance at closing to be held within 30 days of the
auction.

        v. 1st Lienholder: On July 12, 2016, First Freedom Bank
filed claims for $847,825 cross collateralized with other
properties.  After the payment of the costs of sale, the net
proceeds will be paid to First Freedom Bank up to balance on note.
The Trustee paid January monthly adequate protection payments to
First Freedom Bank which will reduce the amount of the payoff.  He
has requested an itemized payoff from the lender.

        vi. Debtor(s) Statutory Exemption: None

    d. Sale No. 5:

         i. Property Description: House and lot at 917 Stockell
St., Nashville, Tennessee

        ii. Date: July 27, 2017 at 1:30 p.m.

       iii. Location: On Site

        iv. Terms of real Estate Sale: 20% earnest money to be paid
at the auction; balance at closing to be held within 30 days of the
auction.

         v. 1st Lienholder: On July 12, 2016, First Freedom Bank
filed claims for $847,825 cross collateralized with other
properties.  After the payment of the costs of sale, the net
proceeds will be paid to First Freedom Bank up to balance on note.
The Trustee paid January monthly adequate protection payments to
First Freedom Bank which will reduce the amount of the payoff.  He
has requested an itemized payoff from the lender.

         vi. Debtor(s) Statutory Exemption: None

        vii. The property will be sold subject to a residential
lease.  The monthly rental payment of $1,395 is current.  The lease
expires Nov. 15, 2017.

    e. Sale No. 6 and 7:

          i. Property Description: House and lot at 920 Morrison
Street, Nashville, Tennessee; and House and lot at 922 Morrison
Street, Nashville, Tennessee

         ii. Date: July 29, 2017 at 10:30 a.m.

        iii. Location: On Site

         iv. Terms of real Estate Sale: 20% earnest money to be
paid at the auction; balance at closing to be held within 30 days
of the auction.

          v. 1st Lienholder: None

         vi. Debtor(s) Statutory Exemption: None

The Properties are to be sold "as is, where is," and free and clear
of any liens.  Proceeds of the sale will be subject to auctioneer's
fees and expenses, all real taxes due will be paid from the
proceeds of the sale at closing.  Current year taxes will be
prorated to date of deed.  The sale does not include Personal
Identifiable Information (PII).  It is anticipated that there is
sufficient equity in the properties to pay all 506(c) expenses and
that the sale will result in a distribution being made to secured
creditors.

The law office of Mudter & Patterson conducted title searches and
found no liens filed by Tennessee Department of Revenue or the
Internal Revenue Service on these properties.

Simultaneous with the publication of the Notice, the Trustee has
made application to the Court for the appointment of Bill Colson
Auction & Realty Co. as auctioneer for the sale.  The auctioneer
will be paid in accordance with Local Rule 6005-1 which provides as
follows: (i) 10% of gross proceeds for real property and vehicles,
including cars, trucks, trailers, all-terrain vehicles, boats,
aircraft, farm machinery and implements, and earth moving
equipment; or (ii) 25% of the first $40,000 of gross proceeds for
other personal property and 15% thereafter.

No expenses will be reimbursed.  Upon receipt of the auctioneer's
report of sale, the payment of Bill Colson Auctions' commission
will be paid.  If the sale includes personal property, pursuant to
Local Rule 6005-1(e), the auctioneer may charge a buyers' premium
of 2.5% to offset credit card processing fees.

The Trustee asks the Court to authorize him to proceed with the
sale of these properties free and clear of all liens.

The Trustee further asks that the 14-day stay of the sale of these
properties following the entry of the Order as provided for in FRBP
6004(h) be waived.

Charles E. Walker sought Chapter 11 protection (Bankr. W.D. Tenn.
Case No. 16-10413) on Feb. 29, 2016.  Judge Ronald S. Mashburn is
the case judge.  John C. McLemore was appointed as Chapter 11
trustee for the Debtor's estate.

The Debtor can be reached at:

         CHARLES EDWARD WALKER
         Woodbine Legal
         69 Thompson Lane
         Nashville, TN 37211-2587
         E-mail: charles@woodbinelegal.com

The Debtor's attorney:

         JAMAAL L. BOYKIN
         215 2nd
         Ave. North, Suite 300
         Nashville, TN 37201
         E-mail: jboykin@mansonjohnsonlaw.com
                 attyjamaalboyking@gmail.com

The Trustee can be reached at:

         John C. McLemore, Trustee
         Tn. Bar No. 3430
         2000 Richard Jones Rd., Ste. 250
         Nashville, TN 37215
         Tel: (615) 383-9495
         Fax: (615) 292-9848
         E-mail: jmclemore@gmylaw.com


CHARTER COMMUNICATIONS: Moody's Rates New $1.5BB Unsec. Notes B1
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed $1.5
billion senior unsecured notes of CCO Holdings, LLC (CCOH), a
wholly-owned subsidiary of Charter Communications Inc. (Charter).
The new notes will mature in 2028, with proceeds from the issuance
being used for general corporate purposes, including repurchasing
shares. Charter's Ba2 corporate family rating (CFR) and stable
outlook remain unchanged.

Assignments:

Issuer: CCO Holdings, LLC

-- Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD5)

LGD Adjustments:

Issuer: CCO Holdings, LLC

-- Senior Unsecured Regular Bond/Debenture, B1 (LGD6 to LGD5)

-- BACKED Senior Unsecured Regular Bond/Debenture, B1 (LGD6 to
    LGD5)

Issuer: CCOH Safari, LLC

-- Senior Unsecured Regular Bond/Debenture, B1 (LGD6 to LGD5)

RATINGS RATIONALE

Charter's Ba2 corporate family rating (CFR) is supported the
company's large scale and moderate leverage. Following the
acquisitions of Time Warner Cable (TWC) and BrightHouse Networks
(BHN) in May 2016, Charter became the second largest cable operator
in the US with after Comcast (A3, Stable) and third largest pay-TV
provider after DIRECTV (unrated) and Comcast. Pro forma for this
new debt issuance, leverage for the last twelve months ended
3/31/2017 was 4.3x (including Moody's adjustments), which in
addition to its solid free cash flow supports the company's Ba2
CFR. Charter has leading broadband infrastructure and a growing
commercial segment. Moody's anticipates Charter will grow EBITDA in
the mid-single digit range over the next 12 months and continue to
grow free cash flow. Charter's financial policy remains a key
driver of the rating as management has stated that it would like to
keep net debt-to-EBITDA in the 4.0-4.5x range (before Moody's
adjustments).

The stable outlook reflects Moody's expectations that Charter's
debt-to-EBITDA (incorporating Moody's standard adjustments) will be
sustained below 4.5x over the rating horizon and the company will
continue to generate positive free cash flow and maintain good
liquidity.

Moody's would consider an upgrade of the ratings with continued
improvements in both financial and operating metrics and a
commitment to a better credit profile. Specifically, Moody's could
upgrade the CFR based on expectations for sustained leverage below
4.0x debt-to-EBITDA and free cash flow-to-debt in excess of 5%,
along with maintenance of good liquidity. A higher rating would
require commitment to the stronger credit metrics, as well as
product penetration levels more in line with industry peers, and
growth in revenue and EBITDA per homes passed. Moody's would likely
downgrade ratings if another sizeable debt funded acquisition,
ongoing basic subscriber losses, declining penetration rates,
and/or a reversion to more aggressive financial policies
contributed to expectations for sustained leverage above 4.5x
debt-to-EBITDA (including Moody's standard adjustments) or
sustained low single digit or worse free cash flow-to-debt.

One of the largest US domestic cable multiple system operators
serving over 25 million customers, 23 million broadband
subscribers, 17 million video subscribers and 11 million voice
subscribers, Charter Communications, Inc. maintains its
headquarters in Stamford, Connecticut. Pro forma revenue for the
last twelve months ended 03/31/2017 was approximately $40 billion.

The principal methodology used in this rating was Global Pay
Television - Cable and Direct-to-Home Satellite Operators published
in January 2017.


CHARTER COMMUNICATIONS: S&P Rates New $1.5BB Unsec. Notes 'BB+'
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '4'
recovery rating to CCO Holdings LLC's and CCO Holdings Capital
Corp.'s proposed $1.5 billion senior unsecured notes due 2028.  The
'4' recovery rating indicates S&P's expectation for average
recovery (30%-50%; rounded estimate: 35%) of principal for
noteholders in the event of a payment default.  The issuers are
subsidiaries of Charter Communications Inc.

Charter intends to use the proceeds from the sale of the notes to
pay related fees and expenses and for general corporate purposes
including share repurchases.  The 'BB+' corporate credit is
unchanged as S&P continues to expect leverage to remain between
4.0-4.5x for the foreseeable future.

                        RECOVERY ANALYSIS

Key Analytical Factors

   -- S&P's simulated default scenario contemplates lower revenue
      due to an acceleration of video subscriber declines and an
      inability to offset video declines with broadband growth due

      to heightened competition.

   -- Other default assumptions include: the revolver is 85%
      drawn, LIBOR rises to 2.5%, the spread on the credit
      facilities rises to 5% as covenant amendments are obtained
      as credit deteriorates, and all debt includes six months of
      prepetition interest.

   -- S&P values Charter at a 7x multiple of emergence EBITDA,
      which is at the high end of the 5x-7x range S&P uses for
      pay- TV providers given its incumbent market positions,
      programming synergies enabled by its scale, and its
      geographic diversification.

Simulated Default Assumptions
   -- Simulated year of default: 2022
   -- EBITDA at emergence: $8.3 billion
   -- EBITDA multiple: 7x

Simplified Waterfall
   -- Net enterprise value (after 5% admin costs): $55.3 billion
   -- Value available to secured claims: $55.3 billion
   -- Secured debt claims: $48.3 billion
      -- Recovery expectations: 90%-100% (rounded estimate: 95%)
   -- Total value available to unsecured claims: 7.0 billion
   -- Senior unsecured debt: $17.9 billion
      -- Recovery expectations: 30%-50% (rounded estimate: 35%)

RATINGS LIST

Charter Communications Inc.
Corporate Credit Rating               BB+/Stable/--

New Rating

CCO Holdings LLC
CCO Holdings Capital Corp.
$1.5 bil. notes due 2028
Senior Unsecured                      BB+
  Recovery Rating                      4 (35%)


CHESAPEAKE ENERGY: Lenders Reaffirm $3.8-Bil. Borrowing Base
------------------------------------------------------------
The management of Chesapeake Energy Corporation presented at the
Goldman Sachs Second Annual Leveraged Finance Conference on
Tuesday, June 20, 2017, and the Tudor Pickering Holt & Co. 13th
Annual Energy Conference on Wednesday, June 21, 2017.  A slide
presentation of materials used at the conference is accessible via
the Investor Presentations section of the Company's website:
http://www.chk.com/investors/presentations.

The information in this Form 8-K is being furnished, not filed,
pursuant to Item 7.01.  Accordingly, the information will not be
incorporated by reference into any document filed by the Company
under the Securities Act of 1933, as amended, except as set forth
by specific reference in such filing.

                 Borrowing Base Redetermination

On June 15, 2017, the administrative agent under the Company's
senior revolving credit agreement, dated Dec. 15, 2014, by and
among: (i) the Company, as borrower; (ii) MUFG Union Bank N.A., as
the administrative agent, a swingline lender and a letter of credit
issuer; and (iii) certain other lenders named therein, as amended,
notified the Company that the scheduled borrowing base
redetermination review has been completed, and the required lenders
have reaffirmed the $3.8 billion borrowing base thereunder,
effective as of June 15, 2017.

                          Tender Offers

The Company's previously announced tender offers to purchase
certain series of its senior notes expired on June 19, 2017.  The
Company accepted for purchase approximately $681.8 million
aggregate principal amount of 8.00% Senior Secured Second Lien
Notes due 2022 for aggregate cash consideration (excluding accrued
interest) of approximately $750 million.

                     About Chesapeake Energy

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

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

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

                           *    *    *

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

Chesapeake Energy carries a 'Caa1' corporate family rating from
Moody's Investors Service.


CLOUD CRANE: Moody's Rates $75MM 2nd Lien Senior Secured Notes B3
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 (LGD 5) rating to Cloud
Crane Escrow, LLC's $75 million Second Lien Senior Secured Notes.
The rating outlook is Stable. Escrow is a wholly owned subsidiary
of Cloud Crane, LLC. Proceeds from the transaction will be used to
fund Cloud Crane's acquisition of Coast Crane Company. Cloud
Crane's ratings are unaffected by this rating action.

Moody's has assigned the following ratings:

Issuer: Cloud Crane Escrow, LLC

-- Gtd. Senior Secured Second Lien Global Notes, Assigned B3
    (LGD 5)

Outlook Actions:

Issuer: Cloud Crane Escrow, LLC

-- Outlook, Assigned Stable

RATINGS RATIONALE

The B3 rating on Escrow's Second Lien Senior Secured Notes reflects
that upon consummation of the Coast Crane acquisition, the Escrow
notes will be automatically exchanged for an identical principal
amount of 10.125% Second-Priority Senior Secured Notes due 2024
issued at Cloud Crane. These notes will be pari passu and have the
same credit characteristics as Cloud Crane's existing debt
instruments.

Cloud Crane's B2 CFR rating reflects the company's good market
position, strong geographic diversity, and low required capital
expenditures as well as anticipated debt-to-EBITDA leverage of
under 5 times in the next 12 to 18 months (on a Moody's adjusted
basis). The ratings are constrained by highly cyclical end markets
including significant exposure to energy and construction.

The B2 CFR, B2-PD PDR, and B3 rating on the second lien notes as
well as the stable rating outlook for Cloud Crane, LLC are not
affected by the company's announcement that it increased its 2nd
lien senior secured notes to $545 million from $470 million on a
consolidated basis. Proceeds from the $75 million add-on will be
used to purchase Coast Crane Company, one of the largest providers
of bare crane rental servicing the West Coast of the United States.
The ratings also benefit from the increased scale and diversity
resulting from the late 2016 purchase of Essex Crane Rental
Corporation's crane assets and the 2016 merger with AmQuip.

Cloud Crane's liquidity profile is anticipated to be adequate as a
result of expected free cash flow ($50 million - $70 million), good
revolver availability on its $725 million ABL that expires in 2021
($540 million outstanding as of March 2017), but few non-pledged
assets available for sale, and minimal cash balances. The revolver
was upsized from $650 million in September 2016 to finance Essex
asset acquisition. The revolver has a springing financial covenant
based on minimum levels of excess availability (10% of the
borrowing base) to be tested against a fixed charge coverage ratio
of 1.0 times. Moody's expects the company to be in compliance as it
has sufficient covenant room before the triggering event. Further,
while not anticipated given Moody's modest growth assumptions,
Moody's expects that the company would be able to cover any
unanticipated cash flow deficits through minor asset dispositions
and further borrowings on the ABL facility.

The stable rating outlook at Cloud Crane reflects its good
positioning in the rating category, Moody's expectations that
economic growth will modestly increase the demand for cranes over
the next 12-18 months, and Moody's views that Cloud Crane should be
very competitive even in the event of a downturn.

The stable rating outlook at Escrow reflects that the entity is a
non-operating subsidiary of Cloud Crane and is dependent on the
financial performance of its parent company.

The ratings could be downgraded if leverage increased to and
sustained at over 5 times, if revenues declined by 15% in any year,
or EBITDA / interest fell below 2.5 times, all numbers on a Moody's
adjusted basis.

The ratings could be upgraded if leverage falls below 4 times and
was anticipated to improve further. However, because of the highly
cyclical nature of the industry, strong liquidity would be
necessary in order for an upgrade to occur.

Cloud Crane, LLC was created in 2016 by Apollo Global Management,
LLC to purchase Maxim Crane Works, L.P. ("Maxim") and AmQuip
Holdings Corp. Headquartered in Pennsylvania, the company rents
cranes and other heavy equipment primarily to energy related and
non-residential building construction end markets.

The company is acquiring Coast Crane, one of the largest providers
of bare crane rental and related lift solutions servicing the West
Coast of the United States. The combined revenues are anticipated
to approximate over $700 million annually.

The principal methodology used in these ratings was Equipment and
Transportation Rental Industry published in April 2017.


CNG HOLDINGS: S&P Raises ICR to CCC+ on Better Financial Position
-----------------------------------------------------------------
S&P Global Ratings said it raised its long-term issuer credit
rating on CNG Holdings Inc. to 'CCC+' from 'CCC'.  The outlook is
stable.

At the same time, S&P raised its issue-level rating on the
company's senior secured notes to 'CCC' from 'D'.  The recovery
rating of '5' remains unchanged.  The '5' recovery rating indicates
S&P's expectation for a modest recovery (10% -30%) of principal in
the event of a payment default.

"The upgrade reflects CNG's improved financial position as they
have recently grown earnings and refinanced multiple debt
facilities, leaving the company with improved leverage and no
substantial near-term maturities", S&P Global Ratings credit
analyst Adam Grossbard.  The company has stated its intentions to
continue transitioning the payday loan segment to installment
loans, which carry relatively less regulatory risk, regardless of
some of the recent news surrounding the potential restructurings of
the Consumer Financial Protection Bureau.  However, the company's
main business of small-dollar lending remains in steady decline,
and the potential for adverse regulatory developments remains a
large risk to the company.

CNG has refinanced multiple credit facilities in 2017, leaving the
company with increased liquidity and no substantial near-term debt
maturities.  CNG has a $100 million senior secured term loan
maturing in July 2019 and $331 million of senior secured notes
maturing in May 2020.  S&P views CNG's funding profile favorably,
especially compared with peers that have relatively more debt
maturing over the next two years.

The growth in EBITDA in 2016 in S&P's view is unsustainable given
that it was primarily the result of an increase in revenue per
dollar lent (specifically in the instalment loan segment), as
opposed to an increase in the volume of loans made.  The company
has purposefully originated fewer loans in the first half of 2017
as it focuses on higher-yielding loans and continues to transfer
payday customers to the installment product.  The 11.4% decline in
gross revenue derived from installment loans in first-quarter 2017,
compared with first-quarter 2016, and a 22% decline in installment
loan originations over the same time period further demonstrate
this.

CNG experienced a significant increase in provision rates in
first-quarter 2017 as the company changed their loan loss reserve
methodology to more accurately project future loan losses.  S&P
expects provision rates to remain elevated as the increased
provision rates also followed the increased yield on installment
loans, and S&P expects more loans to be executed on the online
segment, which typically carries significantly higher provision
rates, partially because of an increased risk of fraud.  S&P's
base-case scenario projects adjusted EBITDA to decline 19% to
$147.9 million in 2017, followed by another 6% to $138.1 million in
2018.

The company also still has some revenue concentration with Sears.
In 2017, approximately 18% of gross revenue came from stores owned
by Sears.  However, CNG has made some progress diversifying its
leasing business with the rollout of SmartPay products in 2,500
Walmart stores in the second half of 2016.

CNG's debt, along with debt for the greater payday industry, has
traded at prices closer to par since the U.S. Presidential
election.  In 2016, S&P lowered the rating on the company's senior
secured notes to 'D' (default) after CNG repurchased $68.9 million
of principal at prices S&P deemed as distressed and tantamount to a
default.  Based on current market conditions, S&P do not expect the
company to repurchase its debt in the secondary market at prices
substantially below par.

The stable outlook on CNG reflects S&P's belief that the company
will continue to transition from payday loans to installment loans
while continuing to grow its online segment.  The outlook
incorporates the company's revenue concentration at Sears, S&P's
expectations for declining average earning assets and elevated
provision rates, as well as the potential for adverse regulatory
developments.  Despite the strong performance in 2016, S&P' expects
earnings to decline over the next 12 months and push debt to EBITDA
back over 5.0x.  S&P expects EBITDA interest coverage to remain
between 1.5x and 2.0x.

S&P could revise the outlook to negative or lower the rating if it
expects EBITDA interest coverage to fall below 1.5x on a sustained
basis or if the company makes a debt repurchase at a price
substantially below par.  S&P could downgrade CNG if the
operational performance and creditworthiness of Sears worsens and
begins to jeopardize CNG's financial performance.

Over time, S&P could raise the rating if the company is able to
transition to online installment loans faster than S&P expects, is
able to sustain debt to EBITDA below 5.0x, or is able to
significantly diversify its leasing business to lessen the
company's reliance on Sears.

   -- S&P's simulated scenario contemplates a default occurring in

      2018 as a result of weak financial performance, which
      impedes the company's ability to generate cash flows and
      EBITDA to service the debt.  S&P assumes a reorganization
      following the default, using an emergence EBITDA multiple of

      4.0x to value the company.
   -- Simulated year of default: 2018
   -- EBITDA at emergence: $90.9 million
   -- EBITDA multiple: 4.0x

Net enterprise value for creditors (after 5% administrative costs):
$345.5 million

   -- Net enterprise value for creditors on primary debt (after 5%

      administrative costs): $276.4 million
   -- Net enterprise value for creditors on nonrecourse WNLI
      Holdings, Inc. debt: $69.1 million
   -- Priority claims: $163.5 million
   -- Collateral value available to first-lien debt:
      $112.9 million
   -- Total first-lien debt: $463.2 million
      -- Recovery expectation 20%-25%

Note: All debt amounts include six months of prepetition interest.


COBALT INTERNATIONAL: Amends Form 10-K Report to Correct Typo
-------------------------------------------------------------
Cobalt International Energy, Inc., filed an amendment to its
current report on Form 8-K filed with the Securities and Exchange
Commission on June 16, 2017.  As a result of a typographical error,
the provision of the Agreement pursuant to which TOTAL terminated
was incorrectly referenced.

On June 12, 2017, 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(d) of the Agreement, not
Sections 7.1 and 7.2(b) as originally reported.  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.

                    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 International 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.


COMBIMATRIX CORP: Stockholders Elected Six Directors
----------------------------------------------------
CombiMatrix Corporation held its 2017 annual meeting of
stockholders on June 14, 2017, at which the stockholders:

   (1) elected Robert E. Hoffman, Judd R. Jessup, Jeremy M. Jones,
       Mark McDonough, Dirk van den Boom, Ph.D. and Lale White
       as directors to serve until the 2018 annual meeting of
       stockholders and until their successors have been duly
       elected and qualified;

   (2) approved the amendment and restatement of the Company's
       2006 Stock Incentive Plan to increase the number of shares
       of common stock available for grant thereunder by 400,000
       shares, from 200,000 shares to 600,000 shares, and to
       effect various other changes thereunder; and

   (3) ratified the appointment of Haskell & White LLP as the
       Company's independent registered public accounting firm for

       2017.

On June 19, 2017, pursuant to the authority granted under the
CombiMatrix Corporation 2006 Stock Incentive Plan, the Compensation
Committee of CombiMatrix Corporation approved an amendment and
restatement of the Company's 2017 Executive Performance Bonus Plan
that was adopted on Jan. 31, 2017, and previously disclosed in the
Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission on Feb. 3, 2017. The amendment and restatement
of the 2017 Bonus Plan modifies the bonus payment schedule
thereunder such that (i) if semi-annual bonus targets are achieved,
the semi-annual cash bonus payments will be paid once the Company's
June 30, 2017 financial statements are prepared and reported to the
Compensation Committee, and will be paid out within seventy-five
days following June 30, 2017; and (ii) if annual bonus targets are
achieved, the annual cash bonus payments will be paid once the
Company's auditors have completed their annual audit of the
Company's consolidated financial statements, and will be paid out
within seventy-five days following Dec. 31, 2017.  In order to
receive a bonus payment, the participant must be employed by the
Company or its subsidiary at the time bonuses are computed and
distributed.

                     About CombiMatrix

Irvine, California-based CombiMatrix Corporation specializes in
pre-implantation genetic screening, miscarriage analysis, prenatal
and pediatric healthcare, offering DNA-based testing for the
detection of genetic abnormalities beyond what can be identified
through traditional methodologies.  Its clinical lab and corporate
offices are located in Irvine, California.

CombiMatrix reported a net loss attributable to common stockholders
of $5.78 million on $12.86 million of total revenues for the year
ended Dec. 31, 2016, compared to a net loss attributable to common
stockholders of $7.65 million on $10.08 million of total revenues
for the year ended Dec. 31, 2015.

As of March 31, 2017, Combimatrix had $8.06 million in total
assets, $1.89 million in total liabilities and $6.16 million in
total stockholders' equity.

"We have a history of incurring net losses and net operating cash
flow deficits.  We are also deploying new technologies and continue
to develop new and improve existing commercial diagnostic testing
services and related technologies.  As a result, these conditions
raise substantial doubt regarding our ability to continue as a
going concern beyond twelve months from the date of this filing.
However, as of March 31, 2017, we had cash, cash equivalents and
short-term investments of $3.2 million.  Also, the combination of
continued revenue and cash reimbursement growth as we have seen
over the past several quarters, coupled with improved gross margins
and cost containment of expenses leads management to believe that
it is probable that our cash resources will be sufficient to meet
our cash requirements for current operations through and beyond the
fourth quarter of 2017, when we anticipate achieving cash flow
break-even status.  If necessary, management also believes that it
is probable that external sources of debt and/or equity financing
could be obtained based on management's history of being able to
raise capital coupled with current favorable market conditions.  As
a result of both management's plans and current favorable trends in
improving cash flow, we believe the initial conditions which raised
substantial doubt regarding our ability to continue as a going
concern have been alleviated.  Therefore, the accompanying
consolidated financial statements have been prepared assuming that
we will continue as a going concern.  However, there can be no
assurance that our operations will become profitable or that
external sources of financing, including the issuance of debt
and/or equity securities, will be available at times and on terms
acceptable to us, or at all," the Company stated in its quarterly
report on Form 10-Q for the quarter ended March 31, 2017.


CORPORATE RISK: Tender Offer No Impact on Moody's Caa1 CFR
----------------------------------------------------------
Moody's Investors Service said that Corporate Risk Holdings, LLC's
announced tender offer for a significant portion of its second lien
notes does not impact its Caa1 Corporate Family Rating ("CFR") or
stable rating outlook. If the notes are successfully tendered, the
company's instrument ratings, including the B1 rating on its
revolving credit facility, the Caa1 rating on its first lien
secured notes, and the Caa3 rating on its second lien secured notes
will remain unchanged. The announced cash tender offer is in line
with Moody's expectations that the company will continue to reduce
debt from the $410 million proceeds of its December 2016
divestiture of Kroll Ontrack.

Corporate Risk Holdings, LLC provides pre-employment background
screening for commercial customers under its HireRight Segment. The
company's Kroll segment provides a broad range of risk mitigation
and response solutions to clients globally, including:
investigations, due diligence, compliance, business intelligence,
cyber security, third party vendor screening and supplier
management to corporate customers. Pro-forma annual revenues from
continuing operations were about $600 million for the twelve months
ended March 31, 2017.


CST INDUSTRIES: U.S. Trustee Forms 7-Member Committee
-----------------------------------------------------
The Office of the U.S. Trustee on June 21 appointed seven creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 cases of CST Industries Holdings Inc. and its
affiliates.

The committee members are:

     (1) Center Ethanol Company, LLC
         Attn: Barry Frazier
         231 Monsanto Ave.
         Sauget, IL 62201
         Phone: 618-274-0926
         Fax: 618-274-0935

     (2) Sapa Extrusions, Inc.
         Attn: Mark Lupinacci
         400 Rouser Road, Suite 300
         Moontownship, PA 15108
         Phone: 412-893-1331

     (3) Cargill Incorporated
         Attn: Berry Johnson
         21 Waterway Ave, Suite 525
         The Woodlands, TX 77380
         Phone: 281-298-0343
         Fax: 281-298-0969

     (4) Gulf Coast Tank and Construction Co.
         Attn: Jamie Reber
         P.O. Box 969
         Wallis, TX 77485
         Phone: 713-637-8778
         Fax: 888-820-2157

     (5) Steel & Pipe Supply
         Attn: Scott Munson
         555 Poyntz Avenue
         Manhattan, KS 66502-0044
         Phone: 785-587-5140
         Fax: 785-587-5354

     (6) Keystone Silo Systems, Inc.
         Attn: Richard Weaver
         6156 9th Avenue, Circle NE
         Bradenton, FL 34212
         Phone: 717-507-2235

     (7) Phoenix Corporation
         d/b/a Phoenix Metals Company-Sub
         Reliance Steel & Aluminum
         Attn: Frank Cook
         P.O. Box 805
         Norcross, GA 30091
         Phone: 678-250-7008
         Fax: 770-246-8168

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

                      About CST Industries

CST Industries, Inc. -- https://www.cstindustries.com/ -- is a
global manufacturer of factory coated bolted steel storage tanks,
aluminum geodesic domes and specialty covers.  The Company has five
manufacturing facilities and technical design centers and multiple
regional sales offices located throughout North America and the
United Kingdom.  International offices are located in Argentina,
Australia, Brazil, India, Japan, Malaysia, Mexico, Myanmar, Panama,
Singapore, South Africa, Spain, United Kingdom, United Arab
Emirates and Vietnam.  Currently, more than 368,000 CST tanks and
covers have been installed in 125 countries throughout the world.

CST Holdings, Inc., parent of CST Industries and CST Power &
Construction, Inc., is a privately held corporation that is
majority-owned by funds affiliated with The Sterling Group, a
Houston, Texas-based private equity firm which owns approximately
60% of CST Holdings' stock.  The Sterling Group has held a majority
of CST Holdings' stock since 2006.

CST Industries Holdings Inc., CST Industries, Inc., and CST Power &
Construction, Inc. sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 17-11292) on June 9, 2017.  The petitions were signed
by Timothy J. Carpenter, chief executive officer.  The Debtors have
sought joint administration of their Chapter 11 cases.

CST estimated assets of $50 million to $100 million and debt of
$100 million to $500 million.

Potter Anderson & Corroon LLP and Hughes Hubbard & Reed LLP are the
Debtors' co-general counsel.  The Debtors hired CDG Group, LLC as
financial advisor, and Epiq Bankruptcy Solutions, LLC as claims and
noticing agent.


CSVC ACQUISITION: Moody's Assigns B3 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned new ratings for CSVC Acquisition
Corp., including a B3 Corporate Family Rating (CFR) and a B3-PD
Probability of Default Rating (PDR). Concurrently, Moody's assigned
a B3 rating to the company's proposed $515 million issuance of
senior secured notes. The ratings outlook is stable.

In February 2017, Veritas Capital entered into an agreement to
acquire Capital Services (a maintenance, environmental, and
engineering, procurement & construction (EPC) program management
firm being carved out of Chicago Bridge & Iron Company). In
addition to the aforementioned notes offering, Capital Services
will put in place a new $175 million ABL revolving credit facility.
Proceeds from the notes issuance will augment equity from financial
sponsor Veritas and be used to fund the acquisition and one-time
standalone costs, with some excess cash remaining on the balance
sheet at closing. The new unrated $175 million ABL revolver is
expected to remain undrawn at closing.

"While risks exist related to financial sponsor ownership, muted
near-term revenue and earnings growth, and execution of the
carve-out transition and project management, Capital Services'
leverage profile and anticipated free cash flow generating ability
position the company well within the B3 rating category," according
to Prateek Reddy, Moody's lead analyst for the company.

Rating actions taken by Moody's for CSVC Acquisition Corp. are:

-- Corporate Family Rating, Assigned B3

-- Probability of Default Rating, Assigned B3-PD

-- $515 Million Senior Secured Notes due 2025, Assigned B3 (LGD4)

-- Outlook, Assigned Stable

RATINGS RATIONALE

Capital Services' B3 CFR broadly reflects execution risks
associated with the carve-out transition, the company's thin
operating margins, and Moody's expectations for minimal revenue and
earnings growth at least through 2018. Other constraining factors
include the lack of pre-payable debt, the potential for a large
debt-funded acquisition, event risks associated with financial
sponsor ownership, high customer concentration, and the competitive
intensity of the industry. Uncertainties inherent to estimating
contract costs, surety bonding and letters of credit requirements
for new projects, meeting requisite performance standards, and the
involvement of subcontractors impose additional risks to
profitability and liquidity of the company. However, the company's
comparatively healthy financial profile (leverage and interest
coverage of about 4.7 times and 2.4 times, respectively, on a pro
forma Moody's-adjusted basis) and free cash flow generating ability
(at least 6% of Moody's-adjusted debt) serve to position Capital
Services well within the B3 rating category. The rating is also
supported by reasonably good revenue and earnings visibility, as
evidenced by the company's sizable contract backlog and the
relative stability of its service offerings which have more
predictable demand characteristics. A good liquidity profile also
underpins Moody's assessment of credit risk and the assigned
ratings.

The stable ratings outlook reflects Moody's expectation that
Capital Services will maintain stable revenues and EBITDA margins
during the carve-out transition phase. The outlook incorporates
small tuck-in acquisitions funded largely with internally generated
cash flow, but does not incorporate sizable, leveraging,
debt-funded acquisitions.

The B3 rating for the $515 million of senior secured notes is in
line with the B3 CFR, incorporating the effective subordination of
this debt to the unrated ABL revolver but also the loss-absorption
cushion provided by a meaningful amount of general unsecured claims
(including trade payables, operating lease rejection claims, and
estimated multiemployer pension plan related liabilities) in an
event of default scenario. Moody's noted that the withdrawal
liabilities associated with almost all of the company's
multiemployer pension plans (MEPP) are subject to the construction
industry exemption.

Before consideration of a prospective ratings upgrade, Capital
Services would need to successfully execute on the carve-out
transition with minimal unanticipated one-time expenses.
Additionally, revenue and earnings growth that contributed to
Moody's-adjusted Debt-to-EBITDA sustaining below 4.5 times while
good liquidity is maintained (including at least $100 million of
availability under the revolver) would be needed for ratings to be
upgraded.

Ratings could be downgraded if revenue or EBITDA decline, such that
Debt-to-EBITDA is expected to be sustained above 6 times.
Unexpected surety bond or letter of credit requirements that
constrain liquidity, or leveraging debt-funded acquisitions or
dividends, could also result in a ratings downgrade.

Headquartered in The Woodlands, TX and Baton Rouge, LA, Capital
Services provides operations and maintenance, EPC, environmental
services, and program management services to clients in the
commercial (power, industrial, and retail), government and
infrastructure sectors. The company's revenue was $2.2 billion for
the twelve month period ended March 31, 2017. Following the
proposed acquisition, Capital Services will be owned by private
equity firm Veritas Capital.

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


CSVC ACQUISITION: S&P Assigns 'B' CCR; Outlook Stable
-----------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to CSVC
Acquisition Corp.  The outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating and '4'
recovery rating to the company's proposed $515 million senior
secured notes due 2025.  The '4' recovery rating indicates S&P's
expectation for average recovery (30%-50%; rounded estimate: 45%)
in the event of a payment default.

"Our ratings on CSVC Acquisition reflect the company's position as
a niche provider of maintenance, environmental services, EPC,
program management, and emergency response services to customers in
the commercial, government, and infrastructure sectors
predominantly in the U.S.  Despite the company's profitability,
which we view as below average for companies in the broader
engineering and construction sector, we expect CSVC Acquisition to
continue to generate good FOCF due to its low capital expenditure
needs," said S&P Global Ratings credit analyst Robyn Shapiro.
S&P's assessment of the company's financial risk profile reflects
its controlling ownership by a private-equity sponsor pro forma for
the proposed transaction.

The stable outlook on CSVC reflects S&P's belief that the company
will increase its EBITDA in line with our expectations while
maintaining debt leverage of around 5x over the next 12 months.
S&P also expects the company's FOCF-to-debt ratio to be in the
high-single digit percent area due in part to its low capital
expenditure needs.

While unexpected, S&P could lower its ratings on CSVC Acquisition
during the next 12 months if its debt leverage increases above 6x
or its FOCF approaches zero.  This could occur because of an
unexpected decline in the company's operating performance due to a
number of projects turning meaningfully less profitable than S&P
expects, for example, or the adoption of a more aggressive growth
plan.

S&P considers an upgrade unlikely over the next 12 months because
it believes that CSVC's credit measures will remain highly
leveraged under its private-equity owners.  However, S&P could
raise its rating if it believes that the company is committed to
maintaining a FOCF-to-debt ratio of greater than 5%, it
demonstrates sustained debt reduction below 5x, and S&P come to
believe that the risk of it increasing its adjusted debt-to-EBITDA
above 5x is low.


DOTS LLC: Motion to Amend Clawback Suit vs. Pandora Partly Granted
------------------------------------------------------------------
Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey granted and denied in part Dots, LLC's
Motion to Amend, seeking leave to amend its Complaint in an
adversary proceeding filed against Pandora Media, Inc., also known
as Pandora Radio.

Dots seeks permission to amend its Complaint to recover certain
pre- and postpetition payments made to Pandora which Dots
identified in the course of discovery. Pandora opposes the Motion
and asserts that it should be denied as futile.

On or about August 16, 2013, Dots entered into a media buying
agency agreement or the Master Services Agreement with Media
Planning and Buying Services, Inc., d/b/a Capstone Media. Pursuant
to the MSA, funds passed from Dots through Capstone for the
purchase of media services. Pandora was the ultimate recipient of
such funds.

On or about Jan. 20, 2014, Dots filed a voluntary petition for
relief under chapter 11 of the Bankruptcy Code. Upon review of the
Dots' books and records, it was determined by Dots' accounting
professionals that approximately $872,425 was forwarded to Capstone
during the 90 day period preceding the Petition Date. Additionally,
it was determined that Pandora had received a portion of those
funds. Accordingly, on or about Jan. 19, 2016, Dots filed its
Complaint against Pandora, seeking to recover a total of
$325,084.02 which Dots asserted was made in five separate
preferential transfer payments. Pandora filed its Answer on March
4, 2016.

The parties then engaged in discovery. Dots asserts that it served
a subpoena to Capstone in Ohio on or about Oct. 7, 2015; however,
Capstone refused to comply. Dots states that it was unable to
procure local counsel in Ohio to pursue enforcement of the subpoena
due to limited resources and the cost of litigation. Nevertheless,
Dots contends that special counsel ultimately ascertained that at
least a portion of the funds held by Capstone were maintained by
U.S. Bank, N.A. On or about August 1, 2016, and again on or about
Oct. 27, 2016, Dots served U.S. Bank with subpoenas. By December
2016, U.S. Bank had substantially complied with the subpoenas and,
based on the information provided, Dots determined that $10,624.99
was transferred to Pandora pre-petition; and $240,405.46 was
transferred to Pandora postpetition.

Dots contends that it engaged in good faith efforts to clarify the
record with counsel for Pandora and--based on that clarified
information--Dots now seeks to amend its Complaint to reflect the
updated record. Specifically, Dots seeks to: "(A) note the
Pre-Petition Transfers as the transfers forming the subject of the
Debtor's cause of action under Bankruptcy Code sections 547 and
550; (B) add a claim under Bankruptcy Code section 549 in
connection with the Post-Petition Transfers; and (C) add a claim
under Bankruptcy Code section 542 in connection with the
Post-Petition Transfers."

In their Opposition, Pandora explains that Dots does not seek to
simply amend the previously asserted section 547 claims; but
instead seeks to "delete the original transfer allegations and. . .
allege new, separate and distinct transfers." Pandora contends that
the proposed additional preferential transfers are separate
transactions and do not relate back to the original Complaint.

In response, Dots explains that the transfers challenged in the
original Complaint and those added in the Proposed Amended
Complaint derive from a common set of operative facts. Thus, Dots
asserts that the proposed amended claims do, in fact, arise from
the conduct set forth in the original Complaint, and satisfy the
relation back analysis.

Judge Kaplan finds that the original Complaint afforded Pandora
sufficient notice of Dots' intent to challenge the transfers in the
Proposed Amended Complaint.  The facts of the instant case are not
complicated, the judge said.  The Complaint clearly reflected Dots'
intent to avoid impermissible transfers under the Code, and it
identified the nature of the transactions and the parties, the
judge pointed out.  Additionally, the transactions challenged in
the original Complaint and in the Proposed Amended Complaint all
occurred within substantially the same time period: the original
claims challenged transfers occurring in November and December of
2013, while the amended claims challenge transfers occurring in
November of 2013, and February of 2014.

Therefore, the claims in the Proposed Amended Complaint arise out
of the same set of core operative facts as the original Complaint.
The proposed amendments do not seek to add new, separate claims
based on different facts, but seek simply to clarify the amounts
and dates of the challenged transfers; and to alter the legal
theory upon which Dots seeks relief. Such changes are permitted
under the liberal application of Rule 15(c).

Further, the allegations of the Complaint gave reasonable notice to
Pandora that the Trustee was still investigating the case and could
potentially identify additional claims. The Trustee specifically
reserved the right to "amend the Complaint if additional transfers
are discovered." Based on the foregoing, Judge Kaplan determines
that permitting amendment is appropriate under Rule 15(c).

In the Motion, Dots seeks to amend its original Complaint to add a
claim for turnover of property pursuant to 11 U.S.C. section 542.
However, as Pandora points out, Dots does not provide any legal
discussion as to why an amendment to include a claim under section
542 is appropriate. In its Reply brief, Dots explains that it
wishes to allege, for purposes of section 542, that Pandora did not
receive a "transfer" of funds from Capstone, but instead received
funds held in trust for Debtor.

Here, Dots fails to explain how the funds it paid to Capstone
pursuant to the MSA, which were then paid to Pandora, remain
property of the estate. Dots baldly asserts that Capstone held the
funds in trust; however, the MSA between Dots and Capstone
references only invoices and payments, the Court held.  Thus, there
is nothing in Dots' Motion, in its Proposed Amended Complaint, or
elsewhere in its submissions which suggest that the funds paid to
Capstone were held in trust and constitute property of the estate.
Rather, these payments appear to be transfers which are no longer
property of the estate. Indeed, Dots seeks to avoid these very
transfers pursuant to section 547 and section 549; and Dots'
supplemental brief is devoid of any reference to section 542.
Because the payments to Capstone are not property of the estate,
Dots' proposed claims under section 542 would fail to state a claim
upon which relief could be granted, amendment would be futile.
Accordingly, Dots' Motion is denied with respect to its proposed
claims under section 542.

The adversary proceeding is Dots, LLC., Chapter 11, Debtor. Dots,
LLC, et al., Plaintiffs, v. Pandora Media, Inc., a/k/a Pandora
Radio, Defendant, Adv. No. 16-01040 (MBK) (Bankr. D.N.J.).

A full-text copy of Judge Kaplan's Memorandum Decision is available
at https://is.gd/sROAQ4 from Leagle.com.

Dots, LLC, Plaintiff, represented by Joao Ferreira Magalhaes --
jmagalhaes@trenklawfirm.com -- Trenk, DiPasquale et. al. & Thomas
Michael Walsh -- twalsh@trenklawfirm.com -- Trenk, DiPasquale, et
al.

Pandora Media, Inc., Defendant, represented by John M. August --
jaugust@saiber.com -- Saiber LLC.

                      About DOTS LLC

Dots is a retailer of fashionable clothing, accessories, and
footwear for price-conscious women.  Dots provides missy and plus
size choices to fashion savvy 25 to 35 year old women at
approximately 400 retail stores throughout the Midwest, East, and
South United States.  Dots' workforce includes 3,500 individuals
in their stores, distribution center, and corporate headquarters.

Dots, LLC, and its affiliates sought bankruptcy protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No.
14-11016) on Jan. 20, 2014, to sell some or all of their assets.

Lowenstein Sandler LLP serves as counsel to the Debtors.
PricewaterhouseCoopers LLP is financial advisor and investment
banker.  Donlin, Recano & Company, Inc., is the claims and notice
agent.

As of the Petition Date, the Debtors have outstanding secured debt
owed to senior lender Salus Capital Partners, LLC, of which $14.5
million remains outstanding under a revolving facility and $16.1
million is owed under a term facility.  The Debtors also have not
less than $17 million outstanding under subordinated term loan
agreements with Irving Place Capital Partners III L.P. ("IPC") and
related entities.  Moreover, the Debtors have aggregate unsecured
debts of $47.0 million.  The Debtors disclosed $51,574,560 in
assets and $85,442,656 in liabilities as of the Chapter 11 filing.

Salus, the prepetition senior lender and the DIP lender, is
represented by Morgan, Lewis & Bockius, LLP.  The prepetition
subordinated lenders are represented by Okin Hollander & DeLuca,
LLP.

The Company has arranged to borrow $36 million to keep operating
as
it reorganizes under court protection.

Otterbourg P.C. serves as counsel to the Official Committee of
Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.


DR. LUIS A. VINAS: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Dr. Luis A. Vinas, MD, PA, as
of June 20, according to a court docket.

                About Dr. Luis A. Vinas, MD PA.

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

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


EARTH PRIDE: Hearing on Cash Collateral Use Set for June 21
-----------------------------------------------------------
The Hon. Eric L. Frank of the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania has scheduled for June 21, 2017, at 11:00
a.m. a hearing to consider Earth Pride Organics, LLC, and Lancaster
Fine Foods, Inc.'s continued use of cash collateral of Change
Capital Partners Fund I, LLC, and Midtown Capital Partners, LLC.

The Court previously granted the Debtor interim authorization to
use cash collateral through June 17, 2017.  To the extent of any
diminution in value of the prepetition cash collateral of the
Lenders, the Lenders are granted replacement liens.  A copy of the
Court Order is available at:

           http://bankrupt.com/misc/paeb17-13816-42.pdf

The Debtors had filed a motion seeking permission from the Court to
use cash collateral in order for the Debtors to be able to operate
and pay their postpetition obligations as they come due.  The
Debtors want to use (a) cash, (b) proceeds of the prepetition
collateral, and (c) other funds that the Debtors obtain
postpetition which may be subject to the Lender's pre-petition
security interest.

                         About Earth Pride
                     and Lancaster Fine Foods

Earth Pride Organics, LLC -- http://earthprideorganics.com/-- is a
family owned holding company that includes American Specialty
Foods, Lancaster Fine Foods, EPX Trucking and C.O. Nolt's Bakery
Supply.  Headquartered in Lancaster, Pennsylvania, each EPO
subsidiary shares the commonality of specialty food and creates a
vertically integrated organization.  Lancaster Fine Foods, Inc. --
http://www.lancasterfinefoods.com-- manufactures and sells food,  
offering barbecue sauces, mustards, salsas, marinades, hot sauces,
chutneys, cheese spreads, and other common condiments.

Earth Pride and Lancaster Fine Foods sought Chapter 11 bankruptcy
protection (Bankr. E.D. Pa. Case Nos. 17-13816 and 17-13819) on May
31, 2017, each estimating assets and liabilities between $1 million
and $10 million.  The petitions were signed by Michael S. Thompson,
managing member.

Judge Eric L. Frank presides over the bankruptcy cases.

Paul Brinton Mashchmeyer, Esq., at Maschmeyer Karalis P.C., serves
as the Debtors' bankruptcy counsel.


EARTHONE CIRCUIT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: EarthOne Circuit Technologies Corporation
           dba eSurface
        a Delaware corporation
        PO Box 7001  
        Vetura, CA 93006

Business Description: eSurface Technologies (DBA of EarthOne
                      Circuit Technologies Corporation, a
                      privately-held corporation), is the creator
                      and licensor of the eSurface proprietary
                      patented technology for applied conductive
                      materials.  For more information, please
                      visit the Company's website at:
                      https://esurface.com

Chapter 11 Petition Date: June 21, 2017

Case No.: 17-12521

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

Judge: Hon. Catherine E. Bauer

Debtor's Counsel: Robert E Opera, Esq.
                  WINTHROP COUCHOT GOLUBOW HOLLANDER, LLP
                  660 Newport Center Dr Ste 400
                  Newport Beach, CA 92660
                  Tel: 949-720-4100
                  E-mail: ropera@winthropcouchot.com
                          ropera@wcghlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Doug Molyneux, secretary.

The Debtor's list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb17-12521.pdf


ECLIPSE RESOURCES: S&P Raises CCR to 'B-'; Outlook Stable
---------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on State
College, Pa.-based Eclipse Resources Inc. to 'B-' from 'CCC+'.  The
rating outlook is stable.

At the same time, S&P raised its issue-level rating on the
company's senior unsecured notes to 'B-' from 'CCC+'.  S&P also
revised the recovery rating on this debt to '3' from '4',
indicating meaningful (50%-70%; rounded estimate: 60%) recovery in
the event of a payment default.

"The rating action reflects our opinion that Eclipse's leverage is
now sustainable due to our increased production and cash flow
projections," said S&P Global Ratings credit analyst Christine
Besset.

Due to the resumption of drilling operations in the second quarter
of 2016 and increases in drilling efficiencies and well
productivity, S&P has revised its production estimate for 2017 to
310 million cubic feet per day (mmcfe/d) (from 250 mmcfe/d
previously).  Based on S&P's price and cost assumptions, it now
forecasts that debt leverage will be just above 4x on average over
the next two years versus over 6x previously.  As a result, S&P has
revised its financial risk descriptor to aggressive from highly
leveraged.  S&P's financial risk assessment also incorporates the
company's ownership by a financial sponsor, and S&P's view that the
financial sponsor will maintain debt to EBITDA below 5x.

The stable outlook reflects S&P's expectation that Eclipse will
maintain FFO to debt above 12% and debt to EBITDA below 5x on a
sustained basis and adequate liquidity for the next 12 months,
despite outspending cash flows.

S&P could lower the rating if it expected liquidity to deteriorate
or S&P believed that FFO to debt would be below 12% on a sustained
basis, which would most likely result from weaker-than-forecasted
commodity prices or differentials, or higher-than-expected capital
spending without an associated increase in production.

S&P could raise the ratings if the company grows reserves and
production to a level more in line with 'B' rated peers, while
maintaining FFO to debt above 12% and adequate liquidity.


EMAS CHIYODA: Sale of Texas Property to Subsea for $16M Approved
----------------------------------------------------------------
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas authorized the sale by EMAS CHIYODA Subsea Ltd.
and affiliates of real property commonly known as the Ingleside
Spoolbase, a tract or parcel of land being approximately 119 acres
in San Patricio County, State of Texas, together with all buildings
and improvements located or situated thereon, and equipment, to
Subsea 7 (US), LLC for $16,000,000.

The Sale Hearing was held on June 20, 2017.

The Court approved the Enhanced Stalking Horse Agreement which is
conditioned upon the occurrence of the Effective Date of the Plan.


A copy of the Enhanced Stalking Horse Agreement and the list of
Equipment to be sold attached the Order is available for free at:

      http://bankrupt.com/misc/EMAS_CHIYODA_522_Order.pdf

If the Plan goes effective, the Auction will be cancelled.  If the
Plan does not go effective, the Auction will resume for a time and
a date with no less than seven business days' notice to parties in
interest.

The sale is free and clear of all liens, claims, encumbrances, with
all such Liens to attach to the proceeds of sale of the Texas
Property.  Provided however, with respect to the ad valorem tax
claims connected to the Texas Property filed by San Patricio County
and Harris County, the undisputed 2016 real and personal property
ad valorem taxes will be paid at closing and the tax liens which
secure payment of the 2017 taxes to be assessed will remain
attached to the property until the 2017 taxes are paid in full by
the Purchaser.

All Sale Proceeds will be held in escrow with Porter Hedges LLP,
co-counsel for the Debtors, pending further order of the Court,
which may be the confirmation order approving the Plan, provided,
however, that within three business days after the closing of the
sale of the Texas Property, the Debtors will pay to Helix, from the
Sale Proceeds, the undisputed pre­petition amounts owed to Helix
Ingleside LLC in the amount of $10,301,551, plus all undisputed
post-petition interest accrued in the amount of $296,059, assuming
a June 23, 2017 closing of the sale of the Texas Property, and
reasonable attorneys' fees in the estimated amount of $45,000,
assuming a June 23, 2017 closing of the sale of the Texas Property,
owed to Helix.

If the closing of the sale of the Texas Property occurs after June
23, 2017, post-petition interest will accrue at a rate of $2,643
per day until the closing of the sale of the Texas Property and the
Debtors will pay Helix's reasonable attorneys' fees through the
closing of the sale of the Texas Property.  If the closing of the
sale of the Texas Property occurs before June 23, 2017, the
post-petition interest will be reduced by a rate of $2,643 per day.
In the event the parties do not agree on Helix's claim amount(s),
the parties fully reserve all of their rights, claims, and defenses
regarding the disputed amounts.

Upon the payment in full of all undisputed amounts or amounts
determined to be owed by a final order of a court of competent
jurisdiction, Helix will release all claims against the Debtors'
estates, including, but not limited to, Claim #473 filed against
EMAS CHIYODA Subsea Marine Base LLC; provided, further, however,
with respect to the ad valorem tax claims connected to the Texas
Property filed by San Patricio County and Harris County, the
undisputed 2016 real and personal property ad valorem taxes will be
paid at closing.

Other than as set forth with respect to Helix, San Patricio County,
and Harris County, the Sale Proceeds will be distributed by the
Debtors' estates as further set forth in the Plan, including
pursuant to the sharing provisions described in the Plan.

Chiyoda's obligation to pay $850,000 in GUC Cash on the effective
date of the Plan as a Stalking Horse Enhancement may not be
increased or otherwise modified in any manner without the express
written consent of Chiyoda, which Chiyoda may provide or refuse to
provide in its sole and absolute discretion.

If an auction is conducted, the rights (if any) of all
parties-in-interest and of any person who has submitted a bid are
preserved as they existed at 2:36 p.m. on June 20, 2017.

Notwithstanding anything in Bankruptcy Rule 6004(h), the Order will
be effective and enforceable immediately upon the Effective Date of
the Plan.

                   About Emas Chiyoda Subsea Ltd

EMAS CHIYODA Subsea Limited is an international heavy lift subsea,
offshore and onshore contractor offering engineering, procurement,
construction, transportation, installation, and commissioning
services at every stage of the project lifecycle to deliver
complex
construction projects for customers.

EMAS CHIYODA Subsea Limited and its affiliates filed voluntary
Chapter 11 petitions (Bankr. S.D. Tex. Lead Case No. 17-31146) on
Feb. 27, 2017.

The Debtors estimated assets of $500 million to $1 billion and
liabilities between $100 million and $500 million.

The cases are assigned to Judge Marvin Isgur.

The Debtors' bankruptcy counsel are George N. Panagakis, Esq.,
Justin M. Winerman, Esq., and Roy Leaf, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, in Chicago, Illinois; Dominic McCahill,
Esq., and Kathlene Burke, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in London.

The Debtors' co-counsel are John F. Higgins, Esq., Joshua W.
Wolfshohl, Esq., Aaron J. Power, Esq., Brandon J. Tittle, Esq.,
and
Eric M. English, Esq., at Porter Hedges LLP, in Houston, Texas.

The Debtors' managerial service provider is KPMG Services PTE.
LTD.
The Debtors' claims and noticing agent is Epiq Bankruptcy
Solutions, LLC.  WongPartnership LLP, is the Debtors' special
Singapore counsel

Judy A. Robbins, the U.S. Trustee for Region 7, on March 21
appointed five creditors of EMAS CHIYODA Subsea Limited, et al.,
to
serve on the official committee of unsecured creditors.  Akin Gump
Strauss Hauer & Feld LLP serves as the Committee's counsel.
Alvarez & Marsal North America, LLC, serves as the Committee's
financial advisors.

                          *     *     *

On May 24, 2017, the Debtors filed their Third Amended Joint
Chapter 11 Plan of Reorganization.  On May 25, the Court entered
an
order approving the adequacy of the Third Amended Disclosure
Statement.  A hearing has been set for June 29, 2017 on
confirmation of the Debtor's Plan.


EMERALD COAST: Sale of Assets Via Northwest Florida Auction Okayed
------------------------------------------------------------------
Judge Jerry C. Oldshue, Jr. of the U.S. Bankruptcy Court for the
Northern District of Florida authorized Emerald Coast Eateries,
Inc.'s sale of assets via auction to be conducted by Northwest
Florida Auction Group, Inc.

A hearing on the Motion was held on June 16, 2017.

The Debtor's assets include restaurant furnishing, equipment and
other personal property, currently held in storage pods in Milton
Florida.

The assets will be sold free and clear of all liens, claims,
interests and encumbrances, with liens, if any to attach to the
proceeds.

The Order is immediately effective and the 14-day stay of
effectiveness of such an Order provided for in Fed. R. Bankr. P.
6004(h) is waived.

              About Eateries and GRP of Zanesville

Eateries, Inc., doing business as Garfield's Restaurant & Pub and
doing business as S&B Burger Joint of Carbondale, IL, owns 11
different restaurants on leased premises.  Hestia Holdings, LLC,
holds a 100% stake in the Company.

Eateries, Inc., previously sought Chapter 11 protection on May 11,
2009 (Bank. W.D. Okla. Case No. 09-12499), and again on Dec. 28,
2012 (Bankr. W.D. Okla. Case No. 12-16224).

Eateries, Inc., and its affiliate GRP of Zanesville, LLC, filed new
Chapter 11 petitions (Bankr. W.D. Okla. Case Nos. 17-11444 and
17-11445, respectively) on April 18, 2017.  The petitions were
signed by William C. Liedtke, III, vice president.  The cases are
jointly administered and assigned to Judge Sarah A. Hall.

Eateries estimated $500,000 to $1 million in assets and $1 million
to $10 million in liabilities.  GRP of Zanesville estimated less
than $50,000 in assets and $1 million to $10 million in
liabilities.

The Debtors are represented by Mark A. Craige, Esq., and Lysbeth
George, Esq., at Crowe & Dunlevy, A Professional Corporation.

To date, an official committee of unsecured creditors has not yet
been appointed in the new cases.


EMMAUS LIFE: Will Invest $31.3 Million in Korea's Telcon
--------------------------------------------------------
Emmaus Life Sciences, Inc. entered into a Management Control
Acquisition Agreement with Telcon Holdings Corporation, a Korean
corporation, and Telcon Inc., a Korean-based public company whose
shares are listed on KOSDAQ, a trading board of Korea Exchange in
South Korea.  The MCAA provides that the Emmaus will invest $35.5
Billion KRW (approximately $31.3 million USD) to purchase 6,501,831
shares of Telcon's common stock shares at a purchase price of 5,460
KRW (approximately $4.83 USD) per share.  Upon consummation of the
MCAA, Emmaus will be Telcon's largest shareholder owning
approximately 10.0% of Telcon's outstanding common stock shares.

The MCAA further provides that Telcon will hold board of directors
and shareholders meetings on June 27, 2017, or the date agreed to
by both parties for Emmaus to assume management control of Telcon
and to elect seven board members as follows: one member appointed
by Telcon Holdings; two members appointed by Vivozon, Inc.; and
four members appointed by Emmaus, including the Chairman of the
Board and the Chief Executive Officer.

Under the MCAA, Telcon and Telcon Holdings make certain
representations and warranties, including that Telcon Holdings must
ensure that Emmaus is not threatened by hostile mergers and
acquisitions, and Telcon Holding grants to Emmaus the first right
of refusal to purchase Telcon shares owned by Telcon Holdings and
if Telcon shares sold by Telcon Holdings are used to vote against
Emmaus, Telcon Holdings agrees to compensate Emmaus for any damages
Emmaus incurs, unless the share transfer was previously agreed by
Emmaus.  In addition, Telcon agrees to take the necessary
procedures to amend its articles of incorporation and bylaws as
necessary to comply with the MCAA.

In connection with the execution of the MCAA, on June, 12, 2017,
Emmaus entered into an API Supply Agreement with Telcon pursuant to
which Telcon will pay Emmaus about $36 billion KRW (approximately
$31.8 million USD) in consideration of the right to supply 25% of
Emmaus requirements for bulk containers of Pharmaceutical Grade
L-glutamine for a fifteen-year term.  Under the API Agreement,
Emmaus guarantees that each calendar year, for the duration of the
term, Telcon will receive at least $5 million USD revenue and an
annual profit of $2.5 million USD and grants to Telcon a security
interest in shares of KPM Tech common stock held by the Emmaus
until the first $5 million in revenue and $2.5 million in profit
are reached.

Additionally, on June 15, 2017, Emmaus and Telcon entered into
exclusive distribution agreements for the distribution of
L-glutamine powder for diverticulosis treatment for the Australia
territory, and the South Korea, Japan and China Territories,
respectively.  Each Distribution Agreement is for a two-year term
which is to automatically renew for an additional one-year period,
unless terminated by either party by written notice given no less
than 30 days prior to lapse of the initial term.  Further, in
consideration of the exclusive distribution rights under the South
Korea, Japan and China Distribution Agreement, Telcon agrees to
make an upfront payment of $5 million USD to Emmaus by June 19,
2017, and another payment of $5 million USD within one month after
Dec. 27, 2017.  Under the Australia Distribution Agreement, Telcon
agrees to make a payment of $5 million to Emmaus within two months
after Dec. 27, 2017.  Under the Distribution Agreements, Telcon
will use commercially reasonable best efforts to maintain a
competent and experienced sales force sufficient to adequately
serve each territory and use commercially reasonable best efforts
to actively and diligently promote the sale of the products in the
territories.  Telcon has the sole authority to determine the prices
of the products sold by it during the term and to establish its own
pricing policy for the products in the territories, including price
increases or decreases.

                     About Emmaus Life

Headquartered in Torrance, California, Emmaus Life Sciences, Inc.,
is engaged in the discovery, development, and commercialization of
treatments and therapies primarily for rare and orphan diseases.

Emmaus reported a net loss of $21.17 million on $461,591 of net
revenues for the year ended Dec. 31, 2016, compared to a net loss
of $13.50 million on $590,114 of net revenues for the year ended
Dec. 31, 2015.  As of Dec. 31, 2016, Emmaus Life had $12.99 million
in total assets, $30.55 million in total liabilities, and a total
stockholders' deficit of $17.56 million.

As of March 31, 2017, Emmaus Life had $15.38 million in total
assets, $36.96 million in total liabilities and a total
stockholders' deficit of $21.58 million.

SingerLewak LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has suffered
recurring losses from operations, its total liabilities exceed its
total assets and it has an accumulated stockholders' deficit.  This
raises substantial doubt about the Company's ability to continue as
a going concern.


ENVISAGE DEVELOPMENT: Seeks to Hire Envisage as Broker
------------------------------------------------------
Envisage Development Partners, LLC has filed an application seeking
approval from the U.S. Bankruptcy Court for the Northern District
of California to hire a real estate broker.

The Debtor proposes to hire Envisage Real Estate, Inc. in
connection with the sale of its real property located at 42
Farragut Avenue, San Francisco.

In the same filing, the Debtor also proposes to hire Lucy
Concepcion, a licensed realtor based in California, as the listing
agent.

Ms. Concepcion is the sole decision maker in the listing and
marketing strategy for the property while the firm's role is to
supervise the transaction.  The Debtor will pay Ms. Concepcion and
the firm 5.5% of the purchase price when the property is sold.

In a court filing, Mark Rowson, principal of Envisage Real Estate,
disclosed that his firm does not have any interest adverse to the
Debtor's estate or creditors.  He also disclosed that Ms.
Concepcion does not have any connection with the U.S. trustee or
any person employed by the agency and the bankruptcy court.

Ms. Concepcion maintains an office at:

     Lucy Concepcion
     837 Fillmore Street,
     San Francisco, CA 94117
     Tel: (415) 377-8191
     Email: lucy@ilovelucyhomes.com

Envisage Real Estate can be reached through:

     Mark Rowson
     Envisage Real Estate, Inc.
     Phone: (415) 597- 6124  
     Fax: (925) 284- 1504

              About Envisage Development Partners

Based in San Francisco, California, Envisage Development Partners,
LLC sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Calif. Case No. 17-30396) on April 23, 2017.  Mark
Rowson, managing member, signed the petition.  

At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.

Judge Hannah L. Blumenstiel presides over the case.  LD Law Offices
is the Debtor's bankruptcy counsel.


FEDERAL BUSINESS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Federal Business Systems Corporation Government Division
        25055 Riding Plaza Suite 130
        Chantilly, VA 20152

Business Description: FBSCGOV provides information technology
                      solutions to federal, state & local
                      governments, as well as commercial sector
                      entities.  FBSCGOV is headquartered in
                      Wilmington, Delaware with offices in Loudoun
                      County, Virginia and Centreville, Virginia.

                      Website: http://www.fbscgov.us.com

Chapter 11 Petition Date: June 21, 2017

Case No.: 17-12128

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Hon. Brian F. Kenney

Debtor's Counsel: David Charles Masselli, Esq.
                  DAVID CHARLES MASSELLI PC
                  4113 Lee Highway
                  Arlington, VA 22207
                  Tel: (703)741-0402
                  Fax: (703) 741-0979
                  E-mail: dm@mllaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Geoff Prosser, director.

The Debtor's list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/vaeb17-12128.pdf


FLOUR MOUNTAIN: Has Interim OK to Use Cash Collateral Until Sept. 7
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
granted Flour Mountain, LLC, interim authorization to use cash
collateral of Northstar Bank of Texas until Sept. 7, 2017.

The final hearing to consider the entry of a final court order
authorizing and approving the use of Cash Collateral is scheduled
for June 28, 2017, at 1:15 p.m.

Northstar Bank asserts it is secured in substantially all the
Debtor's personal property.

As adequate protection of Northstar Bank's interest, if any, in the
Cash Collateral to the extent of any diminution in value from the
use of the collateral the Court grants Northstar Bank a replacement
security liens on and replacement liens on all of the Debtor's
personal property, whether the property was acquired before or
after the Petition Date.

A copy of the court order is available at:

          http://bankrupt.com/misc/txnb17-32052-31.pdf

As reported by the Troubled Company Reporter on June 2, 2017, the
Debtor sought permission to use the proceeds of assets on which
Northstar Bank asserts a first priority lien and security interest.
The Debtor has formulated a budget for the use of cash collateral
for the period from May 25 through Sept. 7, 2017, reflecting total
expenses in the aggregate sum of $341,776.  The Budget includes all
reasonable, necessary and foreseeable expenses to be incurred in
the ordinary course of business pending a final hearing.

                      About Flour Mountain

Flour Mountain, LLC, operates a Mellow Mushroom restaurant.  It is
a franchisee under an agreement with Home Grown Industries, the
franchisor of Mellow Mushroom restaurants.  Mellow Mushroom is a
pizzeria chain featuring craft beer, calzones and creative
stone-baked pizzas.  

Flour Mountain is an affiliate of Greenville Dough, LLC, Melkinney,
LLC, and Quality Franchise Restaurants, which sought bankruptcy
protection (Bank. N.D. Tex. Case Nos. 17-31858 to 17-31860) on May
5, 2017.

Flour Mountain filed a Chapter 11 petition (Bankr. N.D. Tex. Case
No. 17-32052), on May 25, 2017.  Luis Gonzalez, managing member,
signed the petition.  At the time of filing, the Debtor estimated
less than $50,000 in assets and $1 million to $10 million in
estimated liabilities.

The case is assigned to Judge Barbara J. Houser.

The Debtor is represented by Robert Thomas DeMarco, Esq., at
DeMarco-Mitchell, PLLC.  

No trustee or examiner has been appointed, and no official
committee of creditors has yet been established.


GENERAC POWER: Moody's Affirms Ba3 CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service affirmed Generac Power Systems, Inc.'s
Corporate Family Rating ("CFR") at Ba3 and Probability of Default
Rating ("PDR") at Ba3-PD. Moody's also assigned the rating on
Generac's $929 million term loan B facility at Ba3 to reflect its
refinancing and new cusip number. Concurrently, Generac's
speculative grade liquidity ("SGL") rating was affirmed at SGL-2.
The rating outlook is Stable.

Moody's took the following rating actions on Generac Power Systems,
Inc.:

Ratings affirmed:

Corporate Family Rating, at Ba3;

Probability of Default Rating, at Ba3-PD;

Speculative Grade Liquidity Rating, SGL-2.

Assigned:

$929 Million Senior Secured Term Loan due 2023, Ba3 (LGD-4).

Outlook Actions:

Issuer: Generac Power Systems, Inc.

-- Outlook, Remains Stable

RATINGS RATIONALE

Generac's Ba3 CFR reflects the company's good interest coverage,
low leverage, well established market position, competitive
margins, and track record of good cash flow generation. The ratings
and outlook are also supported by Generac's good liquidity profile
and expectation for positive free cash flow generation and
conversion that will be applied towards further deleveraging,
acquisitions, and share buybacks. The rating also reflects
performance swings due to the cyclical demand nature of its
industry. Following periods of severe power outages, Generac
benefits from increased sales due to increased customers' awareness
for power generators. Conversely, during periods of limited power
outages, customer awareness drops which negatively affects demand
and financial performance. Low major storm activity in recent years
is one reason why organic sales has proven challenging due to its
impact on its residential demand which recently was just over half
of sales.

The SGL-2, indicating a good liquidity profile, recognizes the
expectation of continued healthy free cash flow generation over the
next twelve to eighteen months, availability under its undrawn
asset-backed revolving credit facility, and the absence of
meaningful near-term debt maturities. The company's $250 million
ABL revolver expiring 2020 has unused availability of $150 million
and Moody's expects outstandings will not increase significantly
over the near-term given expectations for continued strong free
cash flow generation.

Generac has publicly stated leverage goal of 2x to 3x as calculated
by the company. Moody's believes that the company will continue to
make small acquisitions to support growth and anticipate an
increase in shareholder friendly activities once it nears or meets
its growth and leverage targets. The company has good liquidity but
would need to borrow to fund meaningful acquisitions. Although the
ABL revolver has a springing covenant, Moody's does not expects it
to spring. The senior secured facilities are not subject to any
financial maintenance covenants. Moreover, the company is not
considered to have meaningful unencumbered assets that can be sold
to generate liquidity without affecting its core operations.

The stable outlook balances low leverage, good coverage and strong
cash flow to debt and cash flow generation against the weak organic
growth nature of the company's end markets and significant
competition. Moody's does not currently anticipates a large debt
financed acquisition.

In order for an upgrade to occur, Debt / EBITDA would be expected
to be sustained below 3.0 times, EBITA / Interest coverage
maintained over 6.5 times (all referenced ratios on a Moody's
adjusted basis unless otherwise noted) and organic revenue growth
would need to turn positive. Further, dividend and shareholder
policies consistent with improving credit metrics would be
necessary (all referenced ratios on a Moody's adjusted basis unless
otherwise noted).

The rating or outlook could be adversely affected if Debt / EBITDA
were to increase over 4.0 times or EBITA to interest coverage
declines below 4.0 times. Aggressive shareholder friendly actions
or weak operating cash flow combined with a debt-financed
acquisition are some of the other factors that could drive a
downgrade.

The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.

Generac Power Systems, Inc., headquartered in Wisconsin, is a
leading designer and manufacturer of a wide range of standby
electric generators and, to a lesser degree, other engine powered
products globally. The company has over 3,000 employees and is
expected by Moody's to have over $1.5 billion in revenues for 2017.


GLYECO INC: Appoints Brian Gelman as Chief Financial Officer
------------------------------------------------------------
GlyEco, Inc., has appointed Brian Gelman as chief financial
officer, effective July 5, 2017.  He will replace Ian Rhodes, who
had been serving as the Company's interim chief financial officer.
Mr. Rhodes will continue to serve as the chief executive officer of
the Company.

"Brian is a seasoned executive with significant financial and
operational expertise who will be an exceptional addition to our
company," stated Ian Rhodes, the Company's chief executive officer.
Mr. Rhodes continued, "Brian has the right skills, experience and
energy to be a key member of our leadership team, lead our
accounting and finance team and be a valuable partner to our entire
organization, including our sales and operations departments."

"I am excited to join GlyEco during this period of planned
significant growth and expansion," commented Mr. Gelman.  "It is a
tremendous opportunity for me and I look forward to helping GlyEco
attain its full potential," continued Mr. Gelman.

Mr. Gelman has served as a senior financial officer of a publicly
traded company and has nearly 20 years of experience in the areas
of accounting and finance.  Prior to joining the Company, Mr.
Gelman held various positions of increasing responsibility,
including interim chief financial officer, chief accounting
officer, corporate controller and assistant controller, with Warren
Resources, Inc., an independent energy company, from April 2002 to
March 2016.  From August 1998 to April 2002, Mr. Gelman was
employed at EisnerAmper, LLP, an accounting firm.  Mr. Gelman
received a Bachelor of Science in Finance from the State University
of New York at Old Westbury, located in Old Westbury, New York.

The Company entered into a letter agreement, dated as of June 12,
2017, which was effective as of June 15, 2017, with Mr. Gelman,
establishing his compensation as chief financial officer.  Pursuant
to the terms of the Offer Letter, the Company agreed to pay Mr.
Gelman an annual base salary of $150,000, subject to annual review.
Mr. Gelman will also receive a $10,000 signing bonus payable in
one lump sum.  Mr. Gelman is eligible for a targeted cash bonus of
35% of his base salary based on performance goals established by
the Company.  Mr. Gelman will be eligible to participate in the
employee benefit plans and programs generally available to the
Company's executive officers.

Mr. Gelman will be granted 750,000 shares of the Company's common
stock, which shares will vest when the market price of the Common
Stock trades at or above $0.20 for the previous 30-day volume
weighted average price.

                         About GlyEco, Inc.

Phoenix, Ariz.-based GlyEco -- http://www.glyeco.com/-- is a
specialty chemical company, leveraging technology and innovation to
focus on vertically integrated, eco-friendly manufacturing,
customer service and distribution solutions.  The Company's eight
facilities, including the recently acquired 14-20 million gallons
per year, ASTM E1177 EG-1, glycol re-distillation plant in West
Virginia, deliver superior quality glycol products that meet or
exceed ASTM quality standards, including a wide spectrum of ready
to use antifreezes and additive packages for antifreeze/coolant,
gas patch coolants and heat transfer fluid industries, throughout
North America.

Glyeco reported a net loss of $2.26 million on $5.59 million of net
sales for the year ended Dec. 31, 2016, compared to a net loss of
$12.45 million on $7.36 million of net sales for the year ended
Dec. 31, 2015.  As of March 31, 2017, GlyeCo had $14.06 million in
total assets, $9.23 million in total liabilities and $4.82 million
in total stockholders' equity.

KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2016, citing that the
Company has experienced recurring losses from operations, has
negative operating cash flows during the year ended Dec. 31, 2016,
has an accumulated deficit of $36,815,063 as of Dec. 31, 2016, and
is dependent on its ability to raise capital.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.


GUP'S HILL PLANTATION: Patel Buying The Edgefield Inn for $790K
---------------------------------------------------------------
The Hon. David R. Duncan of the U.S. Bankruptcy Court for the
District of South Carolina will convene a hearing on July 20, 2017,
at 10:30 a.m. to consider the approval of Gup's Hill Plantation,
LLC's private sale of The Edgefield Inn, located at 702 Augusta
Road, Edgefield, South Carolina, to Mahesh Patel for $790,000.

The objection deadline is July 11, 2017.

The Property consists of approximately 3.05 acres with improvements
thereon, together with all fixtures, furniture and equipment
therein, located at 702 Augusta Road, Edgefield, South Carolina,
being situate in the Town and County of Edgefield, and bounded on
the North by the right-of-way of U.S. Highway 25, on the East by
lands of Trotter-General, LLC and by lands of Breithaupt
Enterprises, LLC, on the South by lands of Breithaupt Enterprises,
LLC and on the West by lands of J. M. Pendarvis, and being
designated on the maps of the Edgefield County Tax Assessor as Tax
Parcel 138-00-00-069-000, together with the access easement from U.
S Highway 25.

The sale will take place on Aug. 31, 2017.  The property will be
sold free and clear of all liens.  The sale does not involve a
sales agent, an auctioneer or a broker.  No compensation is
expected to be paid from the proceeds of the sale.

The liens, mortgages and security interests encumbering the
Property are the following: (i) Apex Bank - $790,000 (less adequate
protection payments) allowable on a claim of $797,041; (ii) U.S.
Internal Revenue Service - $21,576; and (iii) Edgefield County,
South Carolina - $39,623 for tax liens on real and personal
property.  The liens claimed by the named creditors will attach to
the proceeds of sale of said property in order of priority.  

The Debtor is informed and believes that it would be in the best
interest of the estate to sell said property by private sale.  It
also believes that the funds to be recovered for the estate from
the sale of said property justify its sale and the filing of the
Motion.

The Purchaser can be reached at:

          Mahesh Patel
          719 By-Pass 25, NE
          Greenwood, S.C. 29646

                     About Gup's Hill

Gup's Hill Plantation, LLC, owns a hotel called the Edgefield Inn,
commercial and residential real estate properties, and timberland
properties.

Gup's Hill Plantation, LLC -- aka Edgefield Inn, LLC and aka
Rainsford Holdings, LLC -- filed a Chapter 11 petition (Bankr. D.
S.C. Case No. 15-04386) on Aug. 18, 2015.  The Hon. David R.
Duncan
presides over the case.  Carl F. Muller, Esq., at Carl F. Muller,
Attorney At Law, P.A., serves as the Debtor's counsel.  The
petition was signed by Bettis C. Rainsford, sole member.


GV HOSPITAL: Taps CBRE Inc. as Real Estate Appraiser
----------------------------------------------------
GV Hospital Management, LLC received approval from the U.S.
Bankruptcy Court for the District of Arizona to hire CBRE, Inc.

The firm will conduct an appraisal of the parking lot and vacant
lot located east of the Green Valley Hospital building.

CBRE will be paid a fixed fee in the amount of $2,500 for the
appraisal.  Should CBRE be required to testify in court or at
deposition, the firm will charge $300 per hour.

Byron Bridges, director of CBRE, disclosed in a court filing that
his firm has no connection with the Debtor or any of its
creditors.

CBRE can be reached through:

     Byron Bridges
     CBRE, Inc.
     3719 North Campbell Avenue
     Tucson, AZ 85719
     Tel: 520-323-5163
     Fax: 520-323-5156
     Email: byron.bridges@cbre.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.

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.

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.  The Debtors hired
Levene, Neale, Bender, Yoo & Brill LLP as bankruptcy counsel.


GYMBOREE CORP: Files Joint Plan of Reorganization
-------------------------------------------------
BankruptcyData.com reported that Gymboree Corp. filed with the U.S.
Bankruptcy Court a Joint Chapter 11 Plan of Reorganization and
related Disclosure Statement on June 16, 2017.  According to the
Disclosure Statement, "If the Plan is confirmed, Gymboree will
emerge from these Chapter 11 Cases with approximately $800 million
less funded debt. Gymboree's pro forma exit capital structure will
consist of (a) a $225 million Exit Revolving Facility, (b) a $48.5
million Exit ABL Term Loan Replacement Facility, (c) a $35 million
Exit Term Loan Facility, and (d) the New Gymboree Common Shares.
Specifically, the Plan contemplates the following restructuring
transactions: The Debtors' Prepetition ABL Facility has been rolled
up into the DIP ABL Facility, a $273.5 million asset-based lending
facility consisting of an up to $225 million DIP Revolving Loan and
an up to $48.5 million DIP Term Loan. On the Effective Date, the
DIP ABL Revolver Lenders will either be (a) indefeasibly repaid in
full in cash or (b) if a DIP ABL Revolver Lender consents, such
lender's outstanding DIP ABL Revolving Loan Claims and commitments
under the DIP ABL Facility will convert into commitments under a
replacement asset-based revolving loan facility." The Court
scheduled a July 24, 2017 Disclosure Statement hearing.

                   About The Gymboree Corp.

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

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

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

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

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

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

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

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

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

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

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

                          *     *     *

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

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

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


GYMBOREE CORP: Seeks Approval of Backstop Commitment Agreement
--------------------------------------------------------------
BankruptcyData.com reported that Gymboree Corp. filed with the U.S.
Bankruptcy Court a motion for entry of an order (i) authorizing (a)
the Debtors to assume a backstop commitment agreement and (b) the
payment and allowance of related fees and expenses as
administrative claims. The motion explains, "Specifically, the
Debtors seek: (a) the authority to (i) pay to the Backstop
Commitment Parties upon the closing of each of the Rights Offerings
a non-refundable aggregate premium in an amount equal to $4.0
million in the form of New Gymboree Common Shares or, in the event
that the Backstop Commitment Agreement is terminated for any reason
other than by the Debtors due to the failure of any Backstop
Commitment Party to complete each of the Rights Offerings in
violation of the Backstop Commitment Agreement or due to the breach
of any Backstop Commitment Party of any representation, warranty or
other agreement made by such Backstop Commitment Party pursuant to
the Backstop Commitment Agreement, subject to certain conditions
contained therein, $4.0 million in cash (i.e., 5.0 percent of the
maximum Rights Offering Amount (such amount, the 'Maximum Rights
Offerings Amount')) upon such termination (in either case, the
'Commitment Premium') and (ii) immediately begin to reimburse and
pay the reasonable and documented fees and expenses of the Backstop
Commitment Parties' legal and other advisors as provided for under
the Backstop Commitment Agreement (the 'Expense Reimbursement');
and (b) the allowance of the Commitment Premium and Expense
Reimbursement as administrative claims in accordance with the
Backstop Commitment Agreement." The Court scheduled a July 11, 2017
hearing on the motion.

                   About The Gymboree Corp.

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

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

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

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

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

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

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

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

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

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

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

                          *     *     *

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

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

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


HANCOCK FABRICS: Court Confirms 2nd Amended Liquidation Plan
------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court
confirmed Hancock Fabrics' Second Amended Joint Chapter 11 Plan of
Liquidation. According to documents filed with the Court, "The Plan
provides that, among other things, the Debtors' current Board of
Directors will be succeeded by the Responsible Person, who will be
appointed by order of the Bankruptcy Court to oversee the
post-confirmation Estates and make judgments concerning winddown
matters and Rights of Action. The Debtors and the Creditors'
Committee subject to Bankruptcy Court approval, are seeking to
appoint Meta Advisors to serve as the Responsible Person. Meta is
an affiliate of Kelley Drye and Warren LLP, counsel to Creditors'
Committee member DDR Corporation (and other creditors in the
Chapter 11 Cases). The Creditors' Committee has agreed that Meta
will retain Mr. Joseph Marchese, who has extensive experience with
the Debtors' operations, business records and financial matters
prior to and during the Chapter 11 Cases, to serve as financial
advisor to manage the winddown of the Estates."

                     About Hancock Fabrics

Hancock Fabrics, Inc., is a specialty fabric retailer operating
stores under the name "Hancock Fabrics".  Hancock has 4,500
full-time and part time employees.  The Baldwyn, Mississippi-based
company is one of the largest fabric retailers in the United
States, operating 260 stores in 37 states as of Oct. 31, 2015, and
an Internet store under the domain name
http://www.hancockfabrics.com/     

Hancock Fabrics, Inc., and six of its affiliates, retailer of
fabric, sewing and accessories, filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-10296 to 16-10302) on
Feb. 2, 2016.  Dennis Lyons, the senior vice president and
chief administrative officer, signed the petitions.  Judge
Brendan Linehan Shannon is assigned to the jointly administered
cases.

The Debtors have engaged O'Melveny & Myers LLP as general counsel,
Richards, Layton & Finger, P.A., as local counsel, Clear Thinking
Group LLC as financial advisor, Retail Consulting Services, Inc.
dba Real Estate Advisors as real estate advisors, and Kurtzman
Carson Consultants, LLC, as claims and noticing agent.

The Debtors disclosed total assets of $151.4 million and total
debts of $182.1 million.  The Debtors owed its trade vendors
approximately $21.2 million as of Jan. 31, 2016.

Lawyers at Klehr Harrison Harvey Branzburg LLP and Hahn & Hessen
LLP serve as counsel to the Official Committee of Unsecured
Creditors.


HGIM CORP: S&P Lowers CCR to 'CCC-'; Outlook Negative
-----------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on HGIM
Corp. to 'CCC-' from 'CCC+'.  The outlook is negative.

At the same time, S&P lowered its issue-level rating on the
company's senior secured debt to 'CCC-' from 'CCC+'.  The recovery
rating remains '3', indicating S&P's expectation for meaningful
(50%-70%; rounded estimate: 50%) recovery in the event of a payment
default.

The downgrade reflects the increased likelihood, in S&P's opinion,
that HGIM will enter into a capital restructuring plan or debt
exchange that S&P would view as distressed within the next six
months.

The negative outlook reflects S&P's view that HGIM could enter into
a capital restructuring or exchange that S&P would view as
distressed over the next six months.

S&P could lower the rating if HGIM announces a debt transaction
that S&P considers distressed.  This likely occurs if it is unable
to negotiate covenant relief.

S&P could raise the rating if it believes the company is no longer
considering a distressed exchange.

   -- S&P's simulated default scenario contemplates a payment
      default in 2018, following an extended period of weak
      commodity prices that leads to a major cutback in
      exploration and production spending and delays in the
      startup of offshore projects.

   -- S&P has valued the company on a discrete asset-valuation
      basis and assume that a default during an extended cyclical
      downturn will significantly lower the value of the vessels.
      S&P's valuation takes a 50% haircut to the net book value of

      the company's vessels including construction in progress.

   -- S&P assumes that HGIM's $270 million revolving credit
      facility is 85% drawn at default.

   -- S&P's analysis also incorporates the company's $137 million
      term loan A (unrated), which S&P expects the claims will be
      pari passu with the revolving credit facility, as well as
      HGIM's term loan B.

   -- Stimulated year of default: 2017

   -- Net enterprise value (after 5% administrative costs:
      $696 million

   -- Secured first-lien debt (including the revolving credit
      facility, term loan B, and term loan A): $1.29 billion

   -- Recovery expectation: 50% to 70% (rounded estimate: 50%)

Note: All debt amounts include six months of prepetition interest.


HHGREGG INC: Seeks Court Approval to Sell Class Action Assets
-------------------------------------------------------------
hhgregg, Inc. and its affiliated debtors seek Bankruptcy Court
approval to sell their so-called Class Action assets according to a
sealed bid process.

The Class Action assets include the Debtors' potential recovery in
these cases:

     * In re: Cathode Ray Tube (CRT) Antitrust Litigation;
       3:07-cv-05944; United States District Court for the
       Northern District of California.  Defendants in the case
       include LG, Hitachi, Panasonic, Philips Electronics,
       Samsung, TCL, Thomson Consumer Electronics, and Toshiba.
       The Debtors already filed a claim in this case.

     * In re: Optical Disk Drive Products Antitrust Litigation;
       3:10-MD-2143; United States District Court for the
       Northern District of California.  Defendants in the case
       include BenQ, LG, Philips, NEC, Panasonic, Samsung, Sharp,
       Sony, and Toshiba.  The Debtors already filed a claim in
       this case.

     * In re: Lithium Ion Batteries Antitrust Litigation;
       4:13-md-02420; United States District Court for the
       Northern District of California.  Defendants in the case
       include Hitachi, LG Chem, Maxwell, NEC, PCM, Samsung,
       Sanyo and Toshiba.

     * In re Capacitors Antitrust Lawsuit; 3:14-cv-03264; United
       States District Court for the Northern District of
       California.  Defendants in the case include American
       Shizuki, Fujitsu, Hitachi, Panasonic, KEMET, NEC Tokin,
       Nissei Electronic, Rubycon, Samsung, Sanyo, Taiyo Yuden,
       TDK, United Chemi-con, and Vishay Polytech.

     * American Express Anti-Steering Rules Antitrust Litigation.
       The Defendants in the case are American Express Company
       and American Express Travel Related Services Company, Inc.

     * Prescription Drug Price-Fixing (Pay-for-Delay) and Product
       Liability Litigation, which include:

       a. In re: Actos (Pioglitazone) Products Liability
          Litigation; 12-cv-00064; United States District Court
          for the District of Western Louisiana

       b. In re: Adderall XR Antitrust Litigation; 1:12-cv-03711;
          United States District Court for the Southern District
          of New York.

       c. In re: Aggrenox Antitrust Litigation; 3:14-md-02516;
          United States District Court for the District of
          Connecticut

       d. In re: Celexa and Lexapro Products Liability
          Litigation; 4:06-md-01736; United States District Court
          for the Eastern District of Missouri

       e. In re: Effexor XR Antitrust Litigation; 3:11-cv-05479;
          United States District Court for the District of New
          Jersey

       f. In re: Fresenius Granuflo/Naturalyte Dialysate Products
          Liability Litigation; 1:13-md-02428; United States
          District Court for the District of Massachusetts

       g. In re: Generic Digoxin and Doxycycline Antitrust
          Litigation; 2:16-md-02724; United States District Court
          for the Eastern District of Pennsylvania

       h. In re: Gleevec Antitrust Litigation; 15-12732; United
          States District Court for the District of Massachusetts

       i. In re: Invokana Products Liability Litigation; 3:16-md-
          02750; United States District Court for the District of
          New Jersey

       j. In re: K-Dur Antitrust Litigation; 2:01-cv-01652;
          United States District Court for the District of New
          Jersey

       k. In re: Lamictal Direct Purchaser Antitrust Litigation;
          2:12-cv-00995; United States District Court for the
          District of New Jersey

       l. In re: Lidoderm Antitrust Litigation; 3:14-md-02521;
          United States District Court for the Northern District
          of California

       m. In re: Loestrin 24 FE Antitrust Litigation; 1:13-md-
          02472; United States District Court for the District of
          Rhode Island

       n. In re: Mirena IUD Products Liability Litigation;
          13-md-2434; United States District Court for the
          Southern District of New York

       o. In re: Modafinil Antitrust Litigation; 2:06-cv-1833;
          United States District Court for the Eastern District
          of Pennsylvania

       p. In re: Niaspan Antitrust Litigation; 2:13-md-02460;
          United States District Court for the Eastern District
          of Pennsylvania

       q. In re: Suboxone (Buprenorphine Hydrochloride and
          Naloxone) Antitrust Litigation; 2:13-md-02445; United
          States District Court for the Eastern District of
          Pennsylvania

       r. In re: Taxotere (Docetaxel) Products Liability
          Litigation; 2:16-md-02740; United States District Court
          for the Eastern District of Louisiana

       s. In re: Testosterone Replacement Therapy Products
          Liability Litigation; 1:14-cv-01748; United States
          District Court for the Northern District of Illinois

       t. In re: Zofran (Ondansetron)Products Liability
          Litigation; 1:15-md-02657; United States District Court
          for the District of Massachusetts

       u. In re: Zoloft (Sertraline Hydrocholoride) Products
          Liability Litigation; 12-md-2342; United States
          District Court for the Eastern District of Pennsylvania

hhgregg says if additional Class Action Assets are added, notice
will be provided to the Potential Bidders.

                         Bids Due July 21

hhgregg asks the Court to approve guidelines that will govern the
sale, and establish this timeline:

     -- June 27, 2017 at 1:30 p.m. (prevailing Eastern Time) as
        the hearing date to consider approval of the bid
        procedures;

     -- July 19, 2017 at 5 p.m. (prevailing Eastern Time) as the
        deadline to file objections, if any, to the Sale of the
        Class Action Assets;

     -- July 21, 2017, at 5:00 p.m. (prevailing Eastern Time) as
        the deadline for the submission of bids; and

     -- July 26, 2017 at 1:30 p.m. (prevailing Eastern Time) as
        the hearing date to consider approval of the sale to the
        winning bidder.

To participate in the formal bidding process or otherwise be
considered for any purpose, a person interested in submitting a bid
must, prior to the Bid Deadline, deliver to each of the Notice
Parties, these documents:

     1) an email to counsel to the Debtors:

        Jeff Hokanson, Esq.
        Sarah Fowler, Esq.
        Ice Miller
        One American Square, Suite 2900
        Indianapolis, IN 46282
        E-mail: jeff.hokanson@icemiller.com
                sarah.fowler@icemiller.com

        confirming that the Interested Party will keep all
        diligence materials confidential;

     2) a statement and other factual support demonstrating to
        the Estate Parties' satisfaction in the exercise of their
        reasonable business judgment that the Interested Party
        has a bona fide interest in purchasing one or more of the
        Class Action Assets; provided that such information shall
        not be required to the extent the Interested Party's
        interest and wherewithal are acknowledged in writing by
        the Estate Parties; and

     3) preliminary proof by the Interested Party of its
        financial capacity to close a proposed transaction at the
        Purchase Price, which may include current unaudited or
        verified financial statements of, or verified financial
        commitments obtained by, the Interested Party (or, if the
        Interested Party is an entity formed for the purpose of
        acquiring the property to be sold, the party that will
        bear liability for a breach).

Bids must be accompanied by a deposit in the form of a wire
transfer or certified check or such other form acceptable to the
Estate Parties, in consultation with the Consultation Parties,
payable to the order of the Debtors, in an amount equal to 10% of
the cash portion of the Purchase Price being bid.

                       About hhgregg Inc.

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

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

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

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

The U.S. Trustee has appointed creditors to serve on the official
committee of unsecured creditors in the case of Gregg Appliances,
Inc., Case No. 17-01303-RLM-11.  No official committee has been
appointed in the cases of hhgregg, Inc., No. 17-01302-RLM-11 or
HHG Distributing, LLC, No. 17- 01304-RLM-11.

The Committee hired Cooley LLP and Bingham Greenebaum Doll LLP as
counsel, and ASK LLP as avoidance claims counsel.  The Committee
retained Province Inc. as financial advisor.

Counsel to the Agent for the Debtors' prepetition secured lenders
and the lenders providing DIP financing are Sean M. Monahan, Esq.,
at Choate, Hall & Stewart LLP; and Jay Jaffe, Esq., at Faegre Baker
Daniels, LLP.

Counsel to the FILO Agent is:

         Stuart Brown, Esq.
         DLA Piper LLP
         1201 North Market Street, Suite 2100
         Wilmington, DE 19801
         E-mail: stuart.brown@dlapiper.com

                          *     *     *

When hhgregg filed for Chapter 11 bankruptcy, it had signed a term
sheet with an anonymous party to purchase the Company assets.  The
Company said at that time it expected a quick and smooth process
through Chapter 11 with emergence in approximately 60 days.  Ten
days later, hhgregg said it has terminated the nonbinding term
sheet with the anonymous party because the Company was unable to
reach a definitive agreement on terms, and said it continues to
work with interested third parties to purchase assets of the
business.  hhgregg added it had received strong interest from third
parties interested in buying some or all of the Company's assets.

Subsequently, hhgregg executed a consulting agreement with a
contractual joint venture comprised of Tiger Capital Group, LLC and
Great American Group, LLC to conduct a sale of the merchandise and
furniture, fixtures and equipment located at the Company's retail
stores and distribution centers.  

In an April order, the Bankruptcy Court approved, at the Company's
request, a plan for the Company to close 132 retail stores and the
Company's distribution centers.  

According to a disclosure with the Securities and Exchange
Commission in March, debtors Gregg Appliances, Inc. and HHG
Distributing, LLC entered into a Consulting Agreement with a
contractual joint venture between Tiger Capital Group and Great
American Group to conduct the sale of the merchandise and
furniture, fixtures and equipment located at the Company's 132
retail stores and the distribution centers.

As of June 8, the Debtors have completed store closing sales in all
its stories.

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


HOPE-WELL PILOT: Hires Baker & Associates as Attorneys
------------------------------------------------------
Hopewell-Pilot Project, LLC sought and obtained authorization from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ Baker & Associates as attorneys.

The Debtor requires Baker to:

     a. analyze the financial situation, and rendering advice and
assistance to the Debtor;

     b. advise the Debtor with respect to its duties as a debtor;

     c. prepare and file all appropriate petitions, schedules of
assets and liabilities, statements of affairs, answers, motions and
other legal papers;

     d. represent the Debtor at the first meeting of creditors and
such other services as may be required during the course of the
bankruptcy proceedings;

     e. represent the Debtors in all proceedings before the Court
and in any other judicial or administrative proceeding where the
rights of the Debtor may be litigated or otherwise affected;

     f. prepare and file a Disclosure Statement and Chapter 11 Plan
of Reorganization; and

     g. assist the Debtor in any matters relating to or arising out
of the captioned case.

Baker lawyers and paraprofessionals who will work on the Debtor's
case and their hourly rates are:

     Reese W. Baker, attorney                $450
     Ryan Lott, attorney                     $310
     Karen Rose, attorney                    $375
     George Rick Carte, of counsel           $350
     Tammy Chandler, paralegal               $125
     Jennifer Hunt, paralegal                $125
     Amanda Ginesta, paralegal               $125
     Gabby Martinez, paralegal               $125
     Katherine Wright, paralegal             $125
     Susanne Taylor, paralegal               $150
     Angela Harpin, paralegal                $150
     Alfredo Cruz, paralegal                 $150

Baker received from the Debtors the total amount of $8,717.00 prior
to filing the chapter 11 case. The total pre-petition fees and
expenses were $4,737.00. (including the filing fee $1,717.00). The
remaining amount of $3,980.00 will remain deposited in the IOLTA.

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

Reese W. Baker, Esq., partner in the firm of Baker & Associates,
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 it estates.

Baker may be reached at:

       Reese W. Baker, Esq.
       Baker & Associates
       5151 Katy Freeway, Suite 200
       Houston, TX 77007
       Tel: (713) 869-9200
       Fax: (713) 869-9100

            About Hopewell-Pilot Project, LLC

Hopewell-Pilot Project, LLC filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Tex. Case No. 17-32880) on May 4, 2017.  The Hon.
David Jones presides over the case.  Baker & Associates represents
the Debtor as counsel.  In its petition, the Debtor estimated
$100,000 to $500,000 in both assets and liabilities. The petition
was signed by Mark Willis, president.


IGNITE RESTAURANT: U.S. Trustee Forms 5-Member Committee
--------------------------------------------------------
The Office of the U.S. Trustee on June 21 appointed five creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 cases of Ignite Restaurant Group, Inc. and its
affiliates.

The committee members are:

     (1) Mall I Bay Plaza LLC
         546 5th Avenue, 15th Floor
         New York, NY 10036
         Attn: Charles Farmer.
         Tel: (212) 944-0444

     (2) Christopher Hart
         410 Oakdale Drive
         Rochester, NY 14618
         Tel: (585) 261-8492  

     (3) PFG Customized Distribution
         245 N. Castle Heights Avenue
         Lebanon, TN 37087
         Attn: Brad Boe
         Tel: (303) 898-8137

     (4) The Coca-Cola Company
         1150 Sanctuary Parkway, Suite 100
         Alpharetta, GA 30009
         Attn: S. Curtis Marshall
         Tel: (404) 887-2681

     (5) Charles P. Young Co.
         4101 Winnfield Road
         Warrenville, IL 60555
         Attn: Robert A. Larsen
         Tel: (660) 322-6006

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

                     About 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. Lead 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.


IMMUCOR INC: Moody's Raises Corporate Family Rating to B3
---------------------------------------------------------
Moody's Investors Service upgraded Immucor, Inc. Corporate Family
Rating (CFR) to B3 from Caa1 and Probability of Default rating to
B3-PD from Caa1-PD. Moody's also assigned a B1 rating to Immucor's
proposed $647 million senior secured term loan B and a Caa2 to its
new senior unsecured notes due 2022. Moody's also upgraded to Caa2
from Caa3 the rating on Immucor's remaining senior unsecured notes
due 2019 following the pending exchange. Moody's expects any 2019
notes not exchanged to be redeemed in August 2017, at which point
the rating agency will withdraw its rating on this instrument.
Moody's also assigned a B1 to Immucor's revolving credit facility
expiring 2020. Lastly, Moody's affirmed Immucor's Speculative Grade
Liquidity (SGL) rating of SGL-3. The outlook is stable.

The upgrade of Immucor's CFR reflects the benefits of the
refinanced capital structure, which will alleviate near-term
maturity risk. The upgrade also reflects the elimination of the
threat of the revolving credit facility's expiration springing
forward to May 2018.

Ratings upgraded:

Immucor, Inc.

Corporate Family Rating to B3 from Caa1

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

Senior unsecured notes due 2019 to Caa2 (LGD 5) from Caa3 (LGD 5)

Ratings assigned:

Immucor, Inc.

Senior secured term loan B due 2021 at B1 (LGD 3)

Senior secured revolving credit facility expiring 2020 at B1 (LGD
3)

Senior unsecured notes due 2022 at Caa2 (LGD 5)

Ratings affirmed:

Speculative Grade Liquidity Rating at SGL-3

Ratings withdrawn:

Immucor, Inc.

Senior secured revolving credit facility expiring 2017 at B2 (LGD
3)

Ratings to be withdrawn upon close:

Immucor, Inc.

Senior secured term loan due 2018 at B2 (LGD 3)

RATINGS RATIONALE

The B3 Corporate Family Rating reflects Immucor's very high
financial leverage and modest free cash flow relative to debt.
Moody's estimates the company's pro forma adjusted debt to EBITDA
of approximately 7.6 times will gradually decline toward 7.0 times
over the next 12 to 18 months. The rating is also constrained by
Immucor's moderately small size, and limited degree of business
diversity. This makes it vulnerable to industry headwinds such as
reduced demand for blood by hospitals for testing and soft patient
admission trends.

The rating is supported by the recurring nature of Immucor's
revenue stream as a result of the need for the company's reagents
for their installed closed system instruments. The ratings are also
supported by Immucor's leading position within the U.S. transfusion
diagnostics market, as well as its strong profit margins.

The stable rating reflects Moody's expectation that Immucor's
credit metrics will remain challenged in the near term by continued
declines in blood demand and competitive pressures. It also
reflects Moody's belief that expense reductions will help Immucor
grow earnings, reduce leverage, and generate modestly positive free
cash flow.

The SGL-3 Speculative Grade Liquidity Rating reflects Moody's
expectation that Immucor will maintain a modest amount of excess
cash and will need revolver borrowings to help fund interest
payments on its unsecured notes. It also reflects Moody's view that
Immucor will maintain limited cushion on its springing first lien
net leverage covenant.

The ratings could be upgraded if the company is able to expand its
revenue and earnings as a result of organic growth. The company
would also need to sustain adjusted debt to EBITDA of around 5.5
times for Moody's to consider an upgrade.

The ratings could be downgraded if the company's liquidity
deteriorates. Further, weak operating performance or an inability
to generate positive free cash flow could result in a ratings
downgrade.

Immucor, Inc., headquartered in Norcross, Georgia, is a leading
in-vitro diagnostic blood typing and screening company that
develops and manufactures reagents and automated systems used by
hospitals, donor centers and reference laboratories. The company
also operates a transplantation diagnostics business through its
LIFECODES operation. Immucor is owned by TPG Capital. For the
twelve months ended February 28, 2017, net revenues totaled $384
million.

The principal methodology used in these ratings was Medical Product
and Device Industry published in June 2017.


IMPLANT SCIENCES: Plan Outline Approved, Aug. 3 Conf. Hearing Set
-----------------------------------------------------------------
BankruptcyData.com reported that Implant Sciences filed with the
U.S. Bankruptcy Court a First Amended Chapter 11 Plan of
Reorganization and related Disclosure Statement on June 20, 2017.
According to the Disclosure Statement, "The Plan provides for the
substantive consolidation of the Debtors and provides for (i) the
unimpairment and/or payment, in full, of all Allowed priority,
administrative, secured, general unsecured claims, and Preferred
Interests, and (ii) the option for Holders of Allowed Class 6
Interests in Secure Point Technologies (f/k/a Implant Sciences
Corporation) to either (x) receive a Class 6 Distribution in cash
or (y) retain their shares in Reorganized Secure Point Technologies
for the purpose of pursuing a Potential Business Venture.
Specifically, the Plan provides the option to Holders of Allowed
Class 6 Interests that timely submit properly completed Ballots and
that vote on the Plan through their Ballot to either vote to (i)
reinvest in Reorganized Secure Point Technologies and retain their
shares for the purpose of, among other things, pursuing a Potential
Business Venture that will be subject to shareholder approval in
accordance with the applicable corporate governance documents and
law after the Effective Date of the Plan (this is the option for
which the Debtors encourage shareholders to vote); or (ii) receive,
through a Liquidating Trust vehicle, Cash equal to their Pro Rata
Share of the Class 6 Distribution in exchange for their Class 6
Interests resulting in the permanent retirement of such Interests
and dissolution of the Debtors' business entities after the
Effective Date of the Plan and the formation of the Liquidating
Trust (this is the option for which the Equity Committee encourages
shareholders to vote)."

The Court subsequently approved the Disclosure Statement on June
20, 2017, and scheduled an August 3, 2017 hearing to consider the
Plan, BankruptcyData related.

                         About FIAC Corp.
                       fka IMX Acquisition

IMX Acquisition Corp., also known as Ion Metrics Inc., and its
affiliates, comprise a leading designer and manufacturer of
systems and sensors that detect trace amounts of explosives and
drugs.  Their products, which include handheld and desktop
detection devices, are used in a variety of security, safety, and
defense industries, including aviation, transportation, and customs
and border protection.  The Debtors have sold more than 5,000 of
their detection products to customers such as the United States
Transportation Security Administration, the Canadian Air
Transportation Security Authority, and major airports in the
European Union.

IMX Acquisition Corp. sought Chapter 11 protection (Bankr. D. Del.
Case No. 16-12238) on Oct. 10, 2016.  Its affiliates, Implant
Sciences, C Acquisition Corp. and Accurel Systems International
Corp. also sought Chapter 11 protection.  The cases are assigned
to Judge Brendan Linehan Shannon.

IMX estimated assets and liabilities in the range of $100 million
to $500 million.  The Debtors tapped Paul V. Shalhoub, Esq. and
Debra C. McElligott, Esq., and Jennifer J. Hardy, Esq., at Willkie
Farr & Gallagher, LLP, as counsel.

The petitions were signed by William J. McGann, president.

Andrew Vara, acting U.S. trustee for Region 3, on Oct. 24, 2016,
appointed Harold Coe and four others to serve on the official
committee of equity security holders.  Co-counsel to the Official
Committee of Equity Security Holders are William R. Baldiga, Esq.,
and Gerard T. Cicero, Esq., at Brown Rudnick LLP, in New York, and
Sunni P. Beville, Esq., at Brown Rudnick in Boston; and Mark
Minuti, Esq., at Saul Ewing LLP, in Wilmington, Delaware.  The
Equity Committee tapped FTI Consulting, Inc., as financial advisor.
The Committee also hired Higgs & Johnson to serve as its special
counsel.

Tannor Partners Credit Fund, LP., the New DIP Lender, is
represented in the case by Andrew M. Felner, Esq., at Sheppard,
Mullin, Richter & Hampton, LP.

                       *     *     *

L3 Technologies on Jan. 5, 2017, disclosed that it has completed
its acquisition of the explosives trace detection (ETD) business
of Implant Sciences.  L3 had entered into an asset purchase
agreement (APA) to acquire certain assets of Implant for $117.5
million in cash, plus the assumption of specified liabilities.

The Debtors have changed their names following the sale: FIAC
Corp. from IMX Acquisition Corp.; Secure Point Technologies from
Implant Sciences; FCAC Corp. from C Acquisition Corp.; and FASIC
Corp. from Accurel Systems International Corporation.


J.G. NASCON: Keesler Buying Sakai SV70D Vibratory Roller for $7K
----------------------------------------------------------------
J.G. Nascon, Inc., asks the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania to authorize the sale of Sakai SV70D
Vibratory Roller, Serial No. 150C030493094, to Keesler Truck &
Tractor Sales, Inc. for $7,250.

In 1992, the Debtor purchased the Roller with an estimated value of
approximately $7,250.

Prior to the Filing Date, M&T Bank made various loans to the
Debtor, including to finance the purchase of the Roller.  

The Lender claims a first position, blanket lien on all of the
Debtor's assets, tangible and intangible, including the Roller,
pursuant to these loan documents:

   a. The Line of Credit: On June 26, 2013, the Fourth A&R Note was
amended and restated in its entirety by that certain Amended and
Restated Revolving Demand Note in the original principal amount of
$3,350,000 dated June 26, 2013, which was subsequently amended
through Jan. 15, 2014.

   b. The 2012 Term Loan: On July 27, 2012, the Lender made a term
loan to the Debtor in the original principal amount of $300,000
evidenced by a loan agreement and term note of the same date.

   c. The 2013 Term Loan: On Oct. 1, 2013, the Lender made a term
loan to the Debtor in the original principal amount of $750,000
evidenced by a loan agreement and term note of the same date.

In September 2014, the Lender confessed judgment against the Debtor
in the amount of $4,321,207 in the Court of Common Pleas of
Delaware County, Pennsylvania.  That judgment was subsequently
opened and subject to litigation as of the Filing Date.

As of the Filing Date, the Debtor owned, and continues to own, the
Roller.

The Debtor proposes to sell the Roller to the Buyer for a total
purchase price of $7,250, free and clear of any and all liens,
claims, and encumbrances.  The closing on the Purchase Offer and
subsequent agreement of sale will occur within five days after the
Court approves the same.  The Debtor intends to negotiate and
finalize an agreement of sale prior to the Sale Hearing requested
and submit the same for approval.

The Debtor and Lender have agreed to a distribution of the sale
proceeds.  The sale proceeds will serve as a principal curtailment
payment to reduce the principal balance due and owing to M&T Bank
in connection with the JG Nascon Loans.

The Lender has advised the Debtor that it will consent to the sale
of the Roller provided that it receives, upon the closing of the
sale, the total of $5,438 for the Roller.  Nothing in the Motion or
this Order will alter or relieve Debtor of its obligation to make
all adequate protection payments to the Lender when due in
accordance with the terms of any cash collateral order entered by
the Court.

The Debtor avers that, with the sale of the Roller, the Debtor's
estate will receive a total of $1,813 to assist in its
reorganization efforts.

The Debtor submits that the decision to sell the Roller is based
upon its sound business judgment and should be approved.  Its
operations will not be diminished by the sale of the Roller.
Moreover, the Debtor feels that the distribution to its Lender and
the monies remaining will significantly assist it in its plan for
reorganization.  The Debtor thus believes that the sale of the
Roller will provide the best result for its estate and creditors.

                        About J.G. Nascon

J.G. Nascon, Inc., is a heavy and highway construction property
located in Eddystone, Pennsylvania, providing full-service site
contracting to the tri-state region.  As of Dec. 4, 2015, the
company has approximately 25 employees.

J.G. Nascon, Inc., sought Chapter 11 protection (Bankr. E.D. Pa.
Case No. 15-18704) on Dec. 4, 2015, in Philadelphia.  The Debtor
estimated $1 million to $10 million in assets and debt.

The Debtor tapped Albert A. Ciardi, III, Esq., and Jennifer E.
Cranston, Esq., at Ciardi Ciardi & Astin, P.C., as attorneys.


KATY INDUSTRIES: Asset Sale Procedures OKed, July 14 Auction Set
----------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
Katy Industries' motion for entry of orders (i) approving and
authorizing bidding procedures in connection with the sale of
substantially all assets, approving stalking horse protections,
approving procedures related to assumption and assignment of
certain executory contracts and unexpired leases and (ii) approving
and authorizing sale of substantially all of the Debtors' assets to
the successful bidder free and clear of all liens, claims,
encumbrances and other interests. As previously reported, "The
Debtors entered into an asset purchase agreement with Jansan
Acquisition (the 'Stalking Horse Purchaser'), a newly created
entity co-owned by Highview Capital, a third-party investor and
affiliate of Victory Park Management, as administrative agent for
the Company's pre-petition second lien lender.  Pursuant to the
terms of the Stalking Horse Agreement, the Stalking Horse Purchaser
has agreed to purchase the Purchased Assets in exchange for (i) the
assumption of the Encina Obligations; (ii) a credit bid of the
amount outstanding under the proposed $7.5 million D.I.P. Credit
Agreement (the 'DIP Credit Agreement'), (iii) a credit bid of all
outstanding amounts due and owing under the Second Lien Credit
Agreement; and (iv) the assumption of certain additional
liabilities (the 'Stalking Horse Purchase Price')."

BankruptcyData adds that the Debtors also filed with the Court a
notice of sale procedures, auction date and sale hearing. The
notice states, "Pursuant to the terms of the Bidding Procedures,
the Bid Deadline is July 12, 2017. Pursuant to the terms of the
Bidding Procedures, an auction to sell the Purchased Assets will be
conducted on July 14, 2017. A hearing will be held to approve the
Sale of the Purchased Assets to the Successful Bidder on July 17,
2017, with objections to the Sale due by July 5, 2017. On or before
June 20, 2017, as stated on the record at the hearing on approval
of the Motion, the Debtors intend to file with the Court an Amended
and Restated Asset Purchase Agreement with the Stalking Horse
Purchaser."

                    About Kay Industries

Katy Industries, Inc. -- http://www.katyindustries.com/-- a    
publicly traded Delaware corporation, is a manufacturer, importer,
and distributor of commercial cleaning and consumer storage
products as well as a contract manufacturer of structural foam
products.  It distributes its products across  the United States
and Canada.  It is best known for such brands as Continental,
Huskee, Color Guard, Wilen, Muscle Mop, Contico, Tuffbin, and
SilverWolf, among many others.  The Company operates three
manufacturing facilities located in Jefferson City, Missouri,
Tiffin, Ohio, and Fort Wayne, Indiana, with its corporate
headquarters located in St. Louis, Missouri.   

Katy Industries, Inc., and its affiliates filed voluntary
petitions for relief under the Bankruptcy Code (Bankr. D. Del. Case
No. 17-11101) on May 14, 2017.  Katy Industries disclosed assets at
$821,321 and liabilities at $58,421,346.

The petitions were signed by Lawrence R. Perkins of
SierraConstellation Partners LLC, who serves as the Debtors' chief
restructuring officer.

The Debtors tapped Stuart M. Brown, Esq., at DLA Piper LLP (US) as
counsel.  Lincoln Partners Advisors LLC serves as their investment
banker.


KENT LINDEMUTH: Court Severs 2 Counts from Indictment
-----------------------------------------------------
U.S. District Judge Daniel D. Crabtree granted Kent Lindemuth's
Motion to Sever Counts 114 and 115, which charge Mr. Lindemuth with
receiving ammunition and firearms while under indictment.  However,
the Court denied Mr. Lindemuth's Motion to Dismiss Counts 1-103,
104, and 111 and his Motion to Dismiss Counts 1-103, as well as his
Motion to Change Location of Trial.  

Mr. Lindemuth is a real estate developer in Topeka, Kansas, whose
business dealings made him a visible member of the community. But
things took a rough turn for Mr. Lindemuth.

On November 9, 2012, Mr. Lindemuth filed six petitions for Chapter
11 bankruptcy in the U.S. Bankruptcy Court for the District of
Kansas, disclosing that he had total debts of more than $3.5
million. Eventually, the Bankruptcy Court approved Mr. Lindemuth's
Chapter 11 plan and issued the required final decrees and closed
Mr. Lindemuth's bankruptcy cases on December 29, 2015.

Sometime later, federal authorities charged Mr. Lindemuth with
failing to disclose the purchase of 103 firearms during his
bankruptcy proceedings. The Indictment charges Mr. Lindemuth with
117 crimes in 115 separate counts.

The government secured an indictment against Mr. Lindemuth on June
1, 2016, charging him with 103 counts of bankruptcy fraud by
concealment and aiding and abetting bankruptcy fraud by
concealment. Subsequently, on December 14, 2016, the government
secured a Sealed First Superseding Indictment, charging Mr.
Lindemuth with 117 crimes in 115 separate counts, as follows:

     -- Counts 1 through 103, the Indictment charges Mr. Lindemuth
with 103 separate counts of bankruptcy fraud by concealment. The
Indictment bases these 103 counts on 103 alleged purchases of
firearms that Mr. Lindemuth allegedly did not disclose during his
bankruptcy proceedings -- these firearms were worth more than
$80,000.

     -- Counts 104 and 111 also charge Mr. Lindemuth with
bankruptcy fraud by concealment and aiding and abetting bankruptcy
fraud by concealment. Count 104 charges that Mr. Lindemuth failed
to disclose the existence of a bank account at Envista Credit Union
and failed to disclose that he had deposited more than $250,000
into that account during his bankruptcies. Count 111 charges that
Mr. Lindemuth failed to disclose the existence of a bank account at
US Bank and failed to disclose that he had deposited more than $1.5
million into that account during his bankruptcies.

     -- Counts 105 through 110 charged Mr. Lindemuth with five
separate counts of money laundering. These five counts charged that
Mr. Lindemuth made deposits and withdrawals to or from the
undisclosed Envista Credit Union account.

     -- Counts 112 and 113 also charged Mr. Lindemuth with
bankruptcy fraud by concealment and aiding and abetting bankruptcy
fraud by concealment. The Indictment based these two counts on Mr.
Lindemuth's alleged failure to disclose that he owned a 2009 Ford
Mustang worth $90,000 and a 2008 Ford GT 500 Mustang worth $150,000
during his bankruptcies.

     -- Counts 114 and 115 charged Mr. Lindemuth with receiving
ammunition and firearms while under indictment in this case.

Accordingly, between February 17, 2017 and February 20, 2017, Mr.
Lindemuth filed a motion to change the venue of his trial, a motion
to unseal part of the grand jury transcript, a motion to sever
counts 114 and 115 from the other 113 counts of the Indictment, and
four different motions to dismiss.

At the hearing on April 3, 2017, the Court granted Mr. Lindemuth's
motion to unseal part of the grand jury transcript and denied two
of his motions to dismiss, and took the other four motions under
advisement.

On April 5, 2017, the government secured the Second Superseding
Indictment, which modifies the dates associated with the charges in
counts 1 through 103. It also adds a charge of perjury to the 115
other counts from the Indictment. Then, on May 3, 2017, the
government secured the Third Superseding Indictment, which charges
Mr. Lindemuth with a third count of receiving firearms while under
indictment.

The Court had set Mr. Lindemuth's trial for September 12, 2017, in
the Topeka, Kansas, federal courthouse.

A. Motion to Change Location of Trial

In his first motion, Mr. Lindemuth asked the Court to move his
trial from the Topeka, Kansas, federal courthouse to the Kansas
City, Kansas, federal courthouse. Mr. Lindemuth asked for a change
of venue, arguing that the Topeka-based, pre-trial media coverage
of this case, his previous bankruptcies, and him in general likely
will prevent him from "obtain[ing] the unbiased jury that is
essential to a fair trial" in Topeka. So, Mr. Lindemuth asserted
that holding the trial in Topeka will violate his due process
rights, and thus asserts that the court must transfer the trial as
a matter of law.

To support his motion for transfer, Mr. Lindemuth submitted 46
unique articles and more than nine pages of reader comments.
However, the Court found out that most of the news coverage that he
submitted occurred one to four years before Mr. Lindemuth was
charged in this case. The Court noticed that the news coverage
concerns Mr. Lindemuth's bankruptcies, auctions related to his
bankruptcies, how his bankruptcies could affect the Topeka real
estate market, and his failure to pay property taxes on several of
his properties.

The Court held that the combined effect of the articles does not
amount to evidence that the Topeka community is convinced already
that Mr. Lindemuth is guilty. At most, the articles showed that Mr.
Lindemuth has received some undesirable press in the past and that
some Topeka residents were affected by his bankruptcies -- some
positively, some negatively.

The Court pointed out that Mr. Lindemuth is a visible figure in the
Topeka community, so it is natural that the news media would write
about his successes, and it is even more natural that they would
write about his difficulties. But general coverage about an
individual, even if unflattering, is not sufficient to warrant a
venue change, the Court said.

The Court concluded that Mr. Lindemuth has failed to show that the
articles in the record establish that an irrepressibly hostile
attitude against him pervades the Topeka community, and as such, he
has not established that he cannot receive a fair trial in Topeka
or presumptive prejudice.

B. Motion to Sever Counts 114 and 115

Mr. Lindemuth also sought for the severance of counts 114 and 115
from the rest of the charges in the Indictment.

The government contended that it properly joined counts 114 and 115
with the rest of the Indictment because "the evidence overlaps
concerning Counts 114 and 115 with the indictment, and the evidence
is inextricably intertwined."

At the April 3, 2017 hearing, the government argued that Mr.
Lindemuth's purchase of the guns and ammunition at issue in counts
114 and 115 is similar in character to the other 113 counts of the
Indictment because he allegedly attempted to conceal purchases of
the property on which counts 114 and 115 rely. The government did
not contend, however, that Mr. Lindemuth attempted to conceal the
purchases in the same manner as he allegedly concealed the property
and assets at issue in the Indictment's bankruptcy fraud and money
laundering counts.

The Court determined that nothing in counts 114 and 115 involves
Mr. Lindemuth concealing property or assets from the bankruptcy
court. Indeed, the conduct that Mr. Lindemuth was charged with
committing in counts 114 and 115 occurred almost a year after his
bankruptcy cases closed. So, the Court held that the offenses
charged in counts 114 and 115 were not based on the same act or
transaction as those in the remaining counts of the Indictment, nor
were they of the same or similar character or connected with parts
of a common scheme or plan. As such, the Court granted Mr.
Lindemuth's Motion to Sever Counts 114 and 115.

C. Motions to Dismiss Counts of the Indictment

Mr. Lindemuth's two other motions sought for the dismissal of
certain counts of the Indictment. Although these two motions
present very different arguments and questions, both were
controlled by the same legal standard.

Mr. Lindemuth contended that counts 1 through 104 and 111 present
multiplicity problems:

     (1) Counts 104 and 111 represent only one offense because
concealing multiple pieces of property or assets from a bankruptcy
petition constitutes just one offense;

     (2) Counts 1 through 103 are multiplicitous of count 104
because he purchased the firearms that he is charged with
concealing in counts 1 through 103 with the funds he's charged with
concealing in count 104; and

     (3) Counts 1 through 103 are multiplicitous because they
improperly make each firearm purchase the basis of an offense.

While it is true that counts 104 and 111 charge Mr. Lindemuth with
concealing two separate bank accounts from his bankruptcy
petitions, the Court held that they might constitute multiplicitous
charges if these were the only concealments charged by counts 104
and 111.

But the Court pointed out that counts 104 and 111 also charge Mr.
Lindemuth with concealment based on post-petition conduct:
concealing deposits of more than $250,000 into the Envista account
and concealing deposits of more than $1.5 million into the US Bank
account. As such, the Court held that counts 104 and 111 are not
multipicitous because they charge Mr. Lindemuth with both pre- and
post-petition concealment.

The Court also concluded that counts 1 through 103 are not
multiplicitous of count 104 because the Indictment charges two
distinct collections of impulses, which comprise 104 separate and
distinct impulses. The Court explained that the first collection --
based on the 103 firearms that Mr. Lindemuth allegedly purchases
between August 19, 2013, and December 29, 2014 -- theorizes a
criminal impulse beginning when Mr. Lindemuth acquired each
firearm. On the other hand, the second collection theorizes either:
(a) one impulse (concealing the account's existence when Mr.
Lindemuth filed his bankruptcy petitions); or (b) multiple impulses
(concealing funds of $250,000 that he deposited into the account on
an unspecified number of occasions) that the government has chosen
to charge as one crime.

Mr. Lindemuth further contended that the proper basis unit of
prosecution would be his alleged failure to disclose the firearm
purchases in monthly bankruptcy reports. So, instead of 103 counts,
Mr. Lindemuth contended that the government can charge him with no
more than 17 counts. In response, the government, argued that these
counts are not multiplicitous because the proper unit of
prosecution is each firearm.

The Court agreed with the government, explaining that once the
bankruptcy petition is filed, each act of failing to report
property (i.e., concealing it) constitutes a separate offense. But
the Court understood Mr. Lindemuth's argument that, because no
turnover order was in place requiring him to give possession of
newly acquired assets to a receiver or trustee immediately, his
duty to disclose was limited to disclosing new assets on a monthly
report.

The Court found the Indictment sufficient under Section 152(1),
charging Mr. Lindemuth with concealing the firearms listed in
counts 1 through 103 on the day he purchased them. The Court held
that Mr. Lindemuth's duty to disclose post-petition assets attached
immediately, even if he was not expected to report them until the
end of the month.

The Court explained that even though it may be impractical to
expect a debtor to report an asset the instant he acquires it,
liability under Section 152(1) attaches immediately -- Section
152(1) does not require the government to prove the date that the
concealment first began -- it just requires the government to prove
that a concealment occurred while a duty to disclose existed. So,
"the failure to disclose an asset may be charged as concealment
under Section 152(1) on the day that the duty to report attaches."
A debtor's duty to report and disclose assets attaches the day he
files the bankruptcy petition and continues throughout the pendency
of the bankruptcy.

Mr. Lindemuth next contended that the Indictment fails to charge
"specific intent to conceal any of the assets" in counts 1 through
103 because, "other than the act of purchasing the asset, the
superseding indictment fails to allege any act of concealment in
violation of 18 U.S.C. Section 152(1)."

The Court noted that the Sixth Circuit has explained, "[s]ection
152 serves a broad purpose; it exists to prevent a wide array of
behavior designed to stymie the bankruptcy system, and consequently
it targets many different kinds of conduct." The Court also noted
that several circuits have recognized that Section 152 is "a
congressional attempt to cover all of the possible methods by which
a debtor or any other person may attempt to defeat the intent and
effect of the bankruptcy law through any type of effort to keep
assets from being equitably distributed among creditors."

The case is UNITED STATES OF AMERICA, Plaintiff, v. KENT E.
LINDEMUTH, Defendant; Case No. 16-40047-01-DDC (Kan. Dist. Ct.).

A full-text copy of Judge Crabtree's Memorandum and Order dated
June 14, 2017 is available at https://is.gd/7BijNA from
Leagle.com.

Kent E. Lindemuth, Defendant, represented by Kevin W. Babbit, Fagan
Emert & Davis LLC, William Skepnek, Skepnek Law Firm & William J.
Skepnek, Jr., Skepnek Law Firm.

USA, Plaintiff, represented by Richard L. Hathaway, Office of
United States Attorney.

                        About Lindemuths

Lindemuth, Inc., based in Topeka, Kansas, filed for Chapter 11
bankruptcy (Bankr. D. Kan. Case No. 12-23055) on Nov. 9, 2012.
Jeffrey A. Deines, Esq. at Lentz Clark Deines PA, oversees the
case.  In its petition, Lindemuth Inc. estimated under $50,000 in
assets, and under $50 million in debts. The petition was signed by
Kent Lindemuth, president.

Affiliates that simultaneously filed for Chapter 11 are:

        Debtor                          Case No.
        ------                          --------
K. Douglas, Inc.                        12-23056
KDL, Inc.                               12-23057
Bellairre Shopping Center, Inc.         12-23058
Lindys Inc.                             12-23059
Kent Lindemuth                          12-23060


KINGDOM MEDICINE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Kingdom Medicine, P.A.
        19 Walker Ave, Ste 202
        Baltimore, MD 21208-4078

Business Description: Health Care Business (as defined in 11
                      U.S.C. Section 101(27A))

Chapter 11 Petition Date: June 21, 2017

Case No.: 17-18482

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Hon. Michelle M. Harner

Debtor's Counsel: James C. Olson, Esq.
                  JAMES C. OLSON, ATTORNEY AND COUNSELOR AT LAW
                  10451 Mill Run Circle, Suite 400
                  Owings Mills, MD 21117
                  Tel: (410) 356-8852
                  Fax: (410) 356-8804
                  E-mail: jolson@jamesolsonattorney.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The Debtor's list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mdb17-18482.pdf


KODI DISTRIBUTING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Kodi Distributing, LLC
        1818 North 25th Drive
        Phoenix, AZ 85009-2621

Business Description: Established in 2009, Kodi Distributing
                      is an online distributor of adult products
                      including sex toys, penis pumps, vibrators,
                      dildos and more.

Chapter 11 Petition Date: June 21, 2017

Case No.: 17-07048

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Hon. Eddward P. Ballinger Jr.

Debtor's Counsel: Krystal Marie Ahart, Esq.
                  JAMES F. KAHN, P.C.
                  301 E. Bethany Home Road, Suite C-195
                  Phoenix, AZ 85012
                  Tel: 602-266-1717
                  Fax: 602-266-2484
                  E-mail: krystal.ahart@azbk.biz

Total Assets: $751,274 as of May 31, 2017

Total Liabilities: $854,587 as of May 31, 2017

The petition was signed by Narongyos Santadsin, managing member.

The Debtor failed to include a list of its 20 largest unsecured
creditors at the time of the filing.

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

            http://bankrupt.com/misc/azb17-07048.pdf


LAURA BARRAGAN: Sale of Lubbock Property for $175K Approved
-----------------------------------------------------------
Judge Neil W. Bason of the U.S. Bankruptcy Court for the Central
District of California authorized Laura Cristina Barragan's sale of
the real property located at 9818 Jordan Ave., Lubbock, Texas, to
McCorkle Enterprises, L.L.C. for $175,000.

A hearing on the Motion was held on June 13, 2017 at 1:00 p.m.

The Debtor is authorized to disburse the sale proceeds to pay the
secured claims, costs of sale, administrative fees, property taxes,
and broker's commission.

The Debtor is authorized to assume and assign the leases with
Tenants.

The 14-day stay imposed by Federal Rules of Bankruptcy Procedure
6004 and 6006 is waived.

No later than June 20, 2017, the Debtor must file and serve on all
secured creditors and the U.S. Trustee a supplemental declaration
attaching a draft escrow closing statement.

The deadline for the proposed sale to close is July 10, 2017.

A further hearing on the Amended Motion will be held July 11, 2017
at 1:00 p.m. to address any further relief that might be necessary
and appropriate under the Amended Motion in connection with closing
the sale or otherwise.

Laura Cristina Barragan sought Chapter 11 protection (Bankr. C.D.
Cal. Case No. 15-19156) on Dec. 21, 2015.  The Debtor tapped
Onyinye N Anyama, Esq., at Anyama Law Firm, as counsel.


LIVELY HOPE: Case Summary & Unsecured Creditor
----------------------------------------------
Debtor: Lively Hope Church of God in Christ
        214 - 167th St S
        Spanaway, WA 98387

Business Description: Lively Hope Church is a Christ centered
                      ministry, sowing hope and reaching souls to
                      become saved, vibrant, and sustainable in
                      this world through prayer and the Word of
                      God.  It listed its busines as a single
                      asset real estate (as defined in 11 U.S.C.
                      Section 101(51B)).  The Church owns a fee
                      simple interest in a property in Spanaway,
                      WA 98387 valued at $1.9 million.

Chapter 11 Petition Date: June 21, 2017

Case No.: 17-42381

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Hon. Mary Jo Heston

Debtor's Counsel: Darrel B Carter, Esq.
                  CBG LAW GROUP PLLC
                  11400 SE 8th St Ste 235
                  Bellevue, WA 98004
                  Tel: 425-283-0432
                  Fax: (425) 283-5560
                  E-mail: Darrel@cbglaw.com

Total Assets: $1.93 million

Total Liabilities: $1.33 million

The petition was signed by Robert E Jones, president.

The list of top 20 unsecured creditors who are not insiders
contains one entry: Dell, holding an unsecured claim of $600.

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

         http://bankrupt.com/misc/wawb17-42381.pdf


LONGVIEW POWER: S&P Lowers Rating to 'CCC'; Outlook Negative
------------------------------------------------------------
S&P Global Ratings said it lowered its rating on Longview Power LLC
to 'CCC' from 'B-'.  The outlook is negative.  At the same time,
S&P revised its recovery rating on the debt to '3' from '2',
indicating its expectations for meaningful (50%-70%; rounded
estimate: 50%) recovery if a default occurs.

"The negative outlook reflects our view that the project is
vulnerable and is dependent upon favorable business, financial, and
economic conditions to meet its financial commitments over the next
six to 12 months," said S&P Global Ratings credit analyst Kimberly
Yarborough.  "We view the issuer's capital structure to be
unsustainable in the long term given current market conditions. We
expect that the project will have difficulty meeting the 1.1x
covenant test in March 2018, at which time it could face a
default."

A downgrade could occur if S&P believes that the issuer is likely
to default over the next six months without an unforeseen positive
development.  S&P views liquidity to be on a downward trajectory
and if it is depleted sooner than December 2017, S&P could lower
the rating.

While unlikely at this time, an improvement in the rating could
occur if Longview's financial performance improved such that the
minimum DSCR was 1.2x over the tenor of the debt and S&P's assumed
post-refinance phase.  Since capacity prices are fixed through
2021, financial improvement would require a significant increase in
power prices--which S&P thinks is unlikely right now.  This would
likely require significant unforeseen market developments such that
S&P no longer views the capital structure as unsustainable.


LSB INDUSTRIES: Aims to Cut Costs, Sell Non-Core Assets
-------------------------------------------------------
LSB Industries, Inc., posted an Investor Presentation, dated June
2017 on the Company's website, http://investors.lsbindustries.com/
According to the Presentation:

   -- Operates a well-diversified chemical business with
      differentiated market positions

   -- Over $1 billion in capital invested in the last four years
      including transformative expansion at El Dorado, AR facility

   -- Operational improvement plans are enhancing plant
      reliability/performance

   -- Significant Y/Y EBITDA improvement in 2017

   -- Focus on deleveraging with excess cash

   -- Focus on expense reductions

   -- Sale of non-core assets to further deleverage

The Company has production facilities in El Dorado, Arkansas,
Cherokee, Alabama, Pryor, Oklahoma and Baytown, Texas.

                       About LSB Industries

Oklahoma City-based LSB Industries, Inc. (NYSE:LXU) and its
subsidiaries are involved in manufacturing and marketing
operations.  LSB is primarily engaged in the manufacture and sale
of chemical products and the manufacture and sale of water source
and geothermal heat pumps and air handling products.

LSB reported net income attributable to common stockholders of
$64.76 million for the year ended Dec. 31, 2016, compared to
a net loss attributable to common stockholders of $38.03 million in
2015.

                           *    *    *

In October 2016, S&P Global Ratings lowered its rating on LSB
Industries to 'CCC' from 'B-'.  "Despite using the climate control
business sale proceeds to repay some debt, the company's metrics
have weakened due to plant operational issues and a depressed
pricing environment, which have led to depressed EBITDA
expectations," said S&P Global Ratings credit analyst Allison
Schroeder.

In November 2016, Moody's Investors Service downgraded LSB's
corporate family rating (CFR) to 'Caa1' from 'B3', its probability
of default rating to 'Caa1-PD' from 'B3-PD', and the $375 million
guaranteed senior secured notes to 'Caa1' from 'B3'.  LSB's Caa1
CFR rating reflects Moody's expectations that the combined
uncertainty over operational reliability and the compressed
margins, resulting from the low nitrogen fertilizer pricing
environment, could result in continued weak financial metrics for
a protracted period.


LUMENATE TECHNOLOGIES: Has Interim OK to Use Cash Collateral
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
granted Lumenate Technologies, LP, interim authorization to use
cash collateral until June 16, 2017, and grant MidCap Funding X
Trust and AVT Technology Solutions LLC replacement liens.

An interim hearing on the continued cash collateral use was held on
June 13, 2017.

As reported by the Troubled Company Reporter on June 2, 2017, the
Debtor sought court permission to use cash collateral in order to
continue operating its business, which will be used to make
payments to vendors and employees and to satisfy ordinary costs of
operations, including rent, taxes and insurance.  

Pursuant a Credit and Security Agreement between the Debtor and
MidCap Financial Trust, as administrative agent and as Lender, the
Debtor granted MidCap Financial liens on practically all of the
Debtor's assets, including all goods, accounts, equipment,
inventory, general intangibles, cash, and financial assets, whether
now owned or hereafter acquired.  On the Petition Date, the Debtor
owed MidCap Funding approximately $2.28 million.  

The Debtor also owed AVT Technology Solutions LLC approximately $25
million on the Petition Date.  Thereafter, Avnet assigned any
interests and liens it had in the Avnet Collateral to AVT
Technology.

The Court finds that the interim relief requested in the Debtor's
request is necessary to the Debtor's reorganization efforts and to
avoid immediate and irreparable harm, the limited use of cash
collateral for reasonable and necessary expenses in the Debtor's
business judgment is essential to the continuing business
operations and the Debtor's ability to reorganize.  

A copy of the Interim Order is available at:

           http://bankrupt.com/misc/txnb17-32067-39.pdf

                    About Lumenate Technologies

Lumenate Technologies, LP -- http://www.lumenate.com/-- is a  
technical consulting firm focused on enabling and securing the
virtualized enterprise.  Headquartered in Dallas, Lumenate has
offices throughout the United States that serve national and
international customers.

Lumenate Technologies filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 17-32067) on May 26, 2017.  The petition was signed by
Reagan Dixon, general partner of Lumenate Technologies, LP.  At the
time of filing, the Debtor estimated $1 million to $10 million in
assets and $10 million to $50 million in liabilities.  The case is
assigned to Judge Stacey G. Jernigan.  The Debtor is represented by
Jason Patrick Kathman, Esq. at Pronske Goolsby & Kathman, P.C.


M SPACE: Selling Down Rowell Trailer to Davis for $1.2K
-------------------------------------------------------
In a filing with the U.S. Bankruptcy Court for the District of
Utah, M Space Holdings, LLC, said it is selling its 2015 Down
Rowell Trailer 7x22, VIN#5MYEE2221FB045117, to Teddy Davis for
$1,200. The sale is "as is," with no mechanical warranties attached
or implied, and free and clear of any liens or encumbrances.  The
Debtor proposes to sell the Vehicle to the Buyer for $1,200.  Any
recipient of the notice will have until 4:00 p.m. (PMT) on the
fifth business day following the service of the Sale Notice to
object to the proposed sale and the payment of any commissions.

On May 26, 2016, the Court had entered an order authorizing the
Debtor to implement procedures for the sale of certain surplus,
obsolete, non-core, unused, or burdensome assets.  That order was
amended Jan. 3, 2017.  

The Debtor served notice of the proposed sale to Teddy Davis in
accordance with the sale procedures approved on May 26, 2016 and
Jan. 3, 2017.

                     About M Space Holdings

M Space Holdings, LLC is a provider of turnkey complex modular
space solutions.  M Space sought protection under Chapter 11
(Bankr. D. Utah Case No. 16-24384) on May 19, 2016.  The petition
was signed by Jeffrey Deutschendorf, CEO and president.  The case
is assigned to Judge Joel T. Marker.  At the time of filing, the
Debtor estimated both assets and liabilities of $50 million to
$100
million.

The Debtor is represented by Mona L. Burton, Esq., Sherilyn A.
Olsen, Esq., and Ellen E. Ostrow, Esq., at Holland & Hart LLP.
The
Debtor's asset Liquidator is Gordon Brothers Commercial &
Industrial, LLC.

No request has been made for the appointment of a trustee or
examiner, and an official unsecured creditors' committee was
appointed on June 1, 2016.


MAJORCA ISLES: Will Form Creditor Trust, Pay All Debts Under Plan
-----------------------------------------------------------------
Barry E. Mukamal, as Chapter 11 Trustee of Majorca Isles Master
Association, Inc., filed with the U.S. Bankruptcy Court for the
Southern District of Florida a first amended disclosure statement
dated June 12, 2017, referring to the Debtor's plan of
reorganization.

The Plan provides for the creation of a creditor trust which will
take possession of the Debtor's assets, including the proceeds of
the D.R. Horton settlement.  Each creditor of the Debtor will
receive, in full and final satisfaction of the creditor's claim
against the Debtor, a distribution of 100% of its claim with
interest at the federal judgment rate.  The creditor will receive a
pro rata share of the interests in the Creditor Trust based on the
allowed amount of the claim, plus interest at the federal judgment
rate.  The Creditor Trust, administered by Barry E. Mukamal as
Creditor Trustee, will make a Distribution to those interest
holders in the amount of 100% the holder's claim, in cash, from the
property of the Creditor Trust on the first distribution date,
which will be no later than 60 days after the Effective Date.

The balance of all remaining property of the Creditor Trust after
the occurrence of the First Distribution Date, except for any
disputed claim reserve will be held by the Creditor Trust for the
sole benefit of the Debtor.  The Creditor Trustee will work with
the Master Association to reconstitute its Board of Directors and
ensure that the Master Association is legally prepared to manage
its own affairs without oversight.  Once the Master Association has
come into full compliance with its declaration and bylaws with
respect to the Master Association's management and constitution, as
determined solely in the business judgment of the Creditor Trustee,
the Creditor Trust Balance will be distributed, in cash, to the
Master Association, together with all rights to manage and control
the Master Association.

On the Effective Date, except as otherwise expressly provided in
the Plan and pending the Transition Date and the Turnover Date, as
applicable, title to and control in the Estate Property will vest
in the Creditor Trust free and clear of all liens, encumbrances, or
interests of any kind, which Estate Property includes: (i) all cash
of the Debtor; (ii) all accounts receivable of the Debtor; (iii)
all rights to collect assessments owed to the Debtor; (iv) all
assets of the Debtor as of the Effective Date; and (v) the rights
to the D.R. Horton proceeds and all beneficial rights under the
D.R. Horton Settlement.

The Chapter 11 Trustee will have the power and authority to enter
into the Creditor Trust Agreement on the Effective Date.

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

          http://bankrupt.com/misc/flsb12-19056-392.pdf

As reported by the Troubled Company Reporter on June 15, 2017, the
Chapter 11 Trustee filed with the Court a disclosure statement
dated June 5, 2017, referring to the Debtor's plan of
reorganization, which proposed that holders of General Unsecured
Claims (Class 1) receive their pro rata share of the beneficial
interests in the Creditor Trust and as beneficiary of the Creditor
Trust will receive, on the first distribution date, the full amount
of their claim in cash plus interest from the Petition Date at the
rate specified in 28 U.S.C. Section 1961, for the calendar week
preceding the First Distribution Date.

                       About Majorca Isles

Majorca Isles Master Association, Inc., filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 12-19056) on April 13, 2012, listing
under $1 million in both assets and debts.

Initially, the Court appointed Scott Brown as Chapter 11 Examiner.
Ultimately, on June 12, 2012, the Court entered an Order Directing
Appointment of Chapter 11 Trustee.  The U.S. Trustee then appointed
Barry E. Mukamal as the Debtor’s chapter 11 trustee, which
appointment was approved by the Court.


MEDEX TRANSPORTATION: Has Final Nod to Use Cash Collateral
----------------------------------------------------------
The Hon. Eduardo V. Rodriguez of the U.S. Bankruptcy Court for the
Southern District of Texas has granted Medex Transportation
Services, Inc., final authorization to use cash collateral.

The Internal Revenue Service is granted a replacement lien on all
inventory and accounts receivable acquired by the Debtor since the
Petition Date and the lien is ratified and confirmed on the
Debtor's inventory and accounts receivables if perfected by the
Internal Revenue Service prior to the filing of the Debtor's
petition in the case with the lien and the replacement lien to
continue until further court order or confirmation of a plan of
reorganization with the same priority the liens had before the
filing of the bankruptcy case.

A copy of the court order is available at:

         http://bankrupt.com/misc/txsb17-70151-40.pdf

As reported by the Troubled Company Reporter on May 24, 2017, the
Debtor sought court authorization to use cash collateral.  The
Debtor said that its business includes liens on real and personal
and intangible property which are subject to security interests and
liens granted by Debtor to various creditors including Ford Motor
Credit Company, Ally Financial, Chrysler Capital, Lone Star
National Bank and Internal Revenue Service.  The proceeds of the
trucks and vans generated in the ordinary course of business
constitute cash collateral.  

                    About Medex Transportation

Medex Transportation Services, Inc., is a privately held company in
McAllen, Texas, providing ambulance services.

Medex sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Tex. Case No. 17-70151) on April 20, 2017.  The
petition was signed by Jose Luis Yruegas, president.  The Debtor
estimated assets of $1 million to $10 million and liabilities of
$500,000 to $1 million.

The case is assigned to Judge Eduardo V. Rodriguez.

Antonio Villeda, Esq., of Villeda Law Group, serves as the Debtor's
legal counsel.


MMM HOLDINGS: Moody's Affirms B3 CFR & Revises Outlook to Positive
------------------------------------------------------------------
Moody's Investors Service has affirmed the B3 senior debt rating
and corporate family rating (CFR) of MMM Holdings, LLC. The Ba3
insurance financial strength (IFS) rating of MMM's regulated
insurance subsidiary, MMM Healthcare, LLC. (MMM Healthcare) has
also been affirmed. The outlook on the ratings of MMM and MMM
Healthcare have been changed to positive from stable.

RATINGS RATIONALE

The change to a positive outlook reflects MMM's success in
exceeding the requirements of its amended credit agreement,
improving its profitability and maintaining adequate risk-based
capital. Furthermore, it also reflects the 4.9% increase in Federal
Medicare Advantage (MA) reimbursement rates for 2018, and MA
membership growth in 2017, an improvement after three years of
declines. MA membership growth is driven by improved benefits made
possible by higher reimbursement rates and MMM's status as the only
4-star MA plan in Puerto Rico for the 2017 payment year. These
positive trends are tempered by the uncertainty regarding health
care reform and the financial challenges in Puerto Rico
(Commonwealth of) (Caa3 negative), where a federal oversight board
created to resolve the country's fiscal crisis recently chose to
enter a bankruptcy-like process.

The Ba3 insurance financial strength and the B3 senior debt rating
reflect MMM's relatively weak business and financial profiles. The
company has a small membership level relative to other Moody's
rated health insurers and is largely concentrated in MA, with
smaller exposure to Medicaid. The focused membership base, which is
also geographically concentrated in Puerto Rico, is more risky than
peers, many of whom also have commercial exposure, including
non-risk business. Because of negative equity due to a goodwill
writedown, MMM has a debt/capital ratio above 100% and its
risk-based capital is lowest among Moody's rated health insurers.

MMM's credit strengths include its leading MA market share in
Puerto Rico and its status as the only 4-star plan for the 2017
payment year in the Commonwealth. It also has exclusive physician
contracting arrangements, which helps attract and retain
membership.

RATINGS DRIVERS

Moody's could upgrade MMM within the next 18 months if the company
continues to meet the following drivers: 1) risk-based capital
ratio (RBC) at or above 100% of company action level (112% as of
December 31, 2016); 2) EBITDA profit margins of at least 2% (4.8%
as of December 31, 2016); and 3) favorable MA reimbursement rates
that result in increased membership (MA membership up 5% 2017
YTD).

A downgrade is unlikely while Moody's maintains a positive outlook
for MMM. Factors that could lead to a removal of the positive
outlook include the following: 1) Any anticipated breach of the
amended credit facility; 2) RBC capital ratio anticipated to fall
below 100% of company action level; 3) an annual loss in 2017; and
4) a decline in Medicare Advantage membership during 2017.

The following ratings were affirmed:

MMM Holdings, LLC -- senior secured bank credit facility rating at
B3; long-term corporate family at B3

MMM Healthcare, LLC -- insurance financial strength rating at Ba3

Outlook Actions:

Issuer: MMM Holdings, LLC

-- Outlook Changed To Positive From Stable

Issuer MMM Healthcare, LLC

-- Outlook Changed To Positive From Stable

The principal methodology used in these ratings was U.S. Health
Insurance Companies published in May 2016.

Innovacare, Inc., the parent company of MMM Holdings, is a
privately-owned company incorporated in Puerto Rico and
headquartered in Fort Lee, New Jersey. As of March 31, 2017,
Innovacare Inc. reported a stockholders' deficit of approximately
$91 million. Innovacare Inc.'s total revenues for the first three
months of 2017 were $588 million with approximately 477,000
Medicare and Medicaid members in Puerto Rico.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.


MOLYCORP MINERALS: Westchester Fire Wants Mine Sales Pact Modified
------------------------------------------------------------------
Rick Archer, writing for Bankruptcy Law360, reports that
Westchester Fire Insurance Co. has asked the U.S. Bankruptcy Court
for the District of Delaware to modify the sales agreement for
Molycorp Minerals LLC's idled California rare earth mine to require
the buyer to replace the $18 million in surety bonds that
Westchester Fire has issued on the mine.

The purchase agreement, which would currently transfer the cash
collateral of the bonds when the deal closes, should be modified,
Law360 relates, citing Westchester Fire.

Jeff Montgomery, writing for Bankruptcy Law360, shares that MP Mine
Operations LLC came out as the tentative winner in the auction
after presenting a $20.5 million cash bid for the mine, surpassing
the initial $1.2 million stalking horse offer.

Law360 recalls that MP Mine includes two noteholder groups from the
Debtor's original bankruptcy as well as Chinese investor Shenghe
Resources Shareholding Co. Ltd.

            About Molycorp Inc. and Molycorp Minerals

Molycorp Inc. -- http://www.molycorp.com/-- is a global rare   
earths and rare metals producer.  Molycorp owns several prominent
are earth processing facilities around the world.  It has a
workforce of 2,530 employees at locations on three continents.
Molycorp's Mountain Pass Rare Earth Facility in San Bernadino
County, California, is home to one of the world's largest and
richest deposits of rare earths.

Molycorp has corporate offices in the United States, Canada and
China.  CEO Geoffrey R. Bedford, and other senior management
members are located in Molycorp's corporate offices in Toronto,
Canada.  Other senior management members are located at its U.S.
corporate headquarters in Greenwood Village, Colorado.

Molycorp and its North American subsidiaries, together with certain
of its non-operating subsidiaries outside of North America, filed
Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead
Case No. 15-11357) on June 25, 2015, after reaching agreement with
a group of lenders on a financial restructuring.  The Chapter 11
cases of Molycorp and 20 affiliated debts are pending before Judge
Christopher S. Sontchi.

The agreement provides for a financial restructuring of the
Company's $1.7 billion in debt and provides up to $225 million in
gross proceeds in new financing to support operations while the
Company completes negotiations with creditors.

The Company's operations outside of North America, with the
exception of non-operating companies in Luxembourg and Barbados,
are excluded from the filings.  Molycorp Rare Metals (Oklahoma),
LLC, with operations in Quapaw, Oklahoma, also is excluded from the
filings as it is not 100% owned by the Company.

Molycorp retained investment banking firm Miller Buckfire & Co. and
financial advisory firm AlixPartners, LLP.  Jones Day and Young,
Conaway, Stargatt & Taylor LLP served as legal counsel to the
Company in this process.  Prime Clerk serves as claims and noticing
agent.

Secured creditor Oaktree Capital Management L.P., consented to the
use of cash collateral and to extend postpetition financing.

On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case of
Molycorp Inc. appointed eight creditors of the company to serve on
the official committee of unsecured creditors.  The Creditors
Committee tapped Ashby & Geddes, P.A., and Paul Hastings LLP as
attorneys.  On Nov. 9, the U.S. Trustee disbanded the committee
following the resignation of committee members Wilmington Savings
Fund Society FSB, MP Environmental Services Inc., Computershare
Trust Company of Canada, Veolia Water North America Operating
Services LLC, Delaware Trust Company, Wazee Street Capital
Management, Plymouth Lane Partners (Master) LP, and United
Steelworkers.

                          *     *     *

Molycorp, Inc.'s Fourth Joint Amended Plan of Reorganization has
been confirmed by the U.S. Bankruptcy Court for the District of
Delaware.  The Plan contemplates two possible outcomes: (1) the
sale of substantially all of the Debtors' assets if certain
conditions set forth in the Plan are satisfied and (2) (a) the sale
of the assets associated with the Debtors' Mountain Pass mining
facility in San Bernardino County, California; and (b) the
stand-alone reorganization around the Debtors' other three
business units.

Judge Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware on April 8, 2016, issued a findings of fact,
conclusions of law, and order confirming the Fourth Amended Joint
Plan of Reorganization of Molycorp, Inc., and its debtor
affiliates.

On April 13, 2016, Judge Sontchi directed the appointment of a
Chapter 11 trustee to oversee the operations of Industrial Minerals
LLC, Molycorp Advance Water Technologies LLC, Molycorp Minerals
LLC, PP IV Mountain Pass II Inc., PP IV Mountain Pass Inc., and RCF
Speedwagon Inc.  Each of the bankruptcy cases of the companies are
no longer jointly administered with Molycorp's case under Case No.
15-11357.

On May 2, 2016, the Court entered an order in the Molycorp Minerals
Debtors' cases approving the appointment of Paul E. Harner as
Chapter 11 trustee for Molycorp Mineral Debtors' bankruptcy
estates.

On Aug. 31, 2016, Molycorp reported that its confirmed Fourth Joint
Amended Plan became effective as of that date.  Molycorp emerged
from Chapter 11 protection as a newly reorganized business, now
known as Neo Performance Materials.


MULTICARE HOME: Case Summary & 6 Unsecured Creditors
----------------------------------------------------
Debtor: Multicare Home Health Services, LLC
        211 W. Pleasant Run, Suite 102
        Lancaster, TX 75146

Business Description: Health Care Business (as defined in 11
                      U.S.C. Section 101(27A))

Chapter 11 Petition Date: June 21, 2017

Case No.: 17-32419

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Hon. Stacey G. Jernigan

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  Email: eric@ealpc.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Gloria Wilson, managing member.

The Debtor's list of six unsecured creditors is available for free
at http://bankrupt.com/misc/txnb17-32419.pdf


NORTEL NETWORKS: US Debtors Not Obligated to Pay Former CEO
-----------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware has the difficult task of deciding largely from a paper
record whether claimant, William A. Owens, has the right to recover
on his claim for his "Special Pension Arrangement" against not just
the Canadian Estate of Nortel Networks, but against both the
Canadian Estate and United States Estate.

Mr. Owens' claim is in the amount of $2,278,679.  If he is entitled
to his claim against both estates, Mr. Owens will receive all or
nearly all of the pension he has claimed.  The Canadian Debtors
initially objected to Mr. Owens' claim but have represented that
they will withdraw their objection if the Court disallows Mr. Owens
claim against the U.S. Debtors.

Mr. Owens began working for Nortel Networks Corporation and Nortel
Networks Limited, both Canadian Debtors, on April 27, 2004.  The
Retention Agreement specifically identifies Mr. Owens in his
official capacity with NNC and NNL.  He did not begin working as a
laborer, clerk, researcher or salesman.  Instead, NNC and NNL
employed Mr. Owens as President and Chief Executive Officer.  Mr.
Owens was eligible for certain additional pension benefits, known
as "Special Pension Benefits."  The Retention Agreement made it
clear that "the Company," defined to be NNC and NNL, "will arrange
to pay you a monthly pension benefit following your retirement."

Mr. Owens worked as President and CEO for NNC and NNL until his
"employment relationship with the Corporation [ceased] on November
18, 2005."  It is in the Termination Agreement where the entities
responsible for the Special Pension Arrangement becomes muddled.

The facts show that Mr. Owens may be entitled to his claim against
the Canadian Estate, but not against the U.S. Estate.  The Court
does not understand, and there was no explanation given, why NNI
appears in the Termination Agreement when it is NNC and NNL who
agreed to pay Mr. Owens his Special Pension Arrangement.  It may be
true as he repeatedly argued that Mr. Owens was a special employee,
but it is clear from the Retention Agreement that Mr. Owens was a
special employee of NNC and NNL, not of NNI. There was no evidence
presented at the Hearing by Mr. Owens that he ever did any work for
NNI, not any. The basis for the Court's decision that the Special
Pension Arrangement was the obligation of the Canadian Debtors (NNC
and NNL) is just that: Mr. Owens was an employee of NNC and NNL,
and NNI has no responsibility for the obligations of the affiliated
Canadian Debtors NNC and NNL. The facts show that NNI is the wrong
entity for Mr. Owens to file a claim against.

The U.S. Debtors also argue that all of the other employees' claims
were limited to allowance in either the United States or Canada,
not both. The Court does not premise its decision on this fact. Had
the U.S. Debtors and the Canadian Debtors both been obligated to
Mr. Owens, his claim might have been allowed against both Estates.
Only the Canadian Debtors were obligated.

Judge Gross' review of the facts and the law cause it to conclude
that upon the Canadian Monitor's withdrawal of the Objection to Mr.
Owens' claim against the Canadian Estate, it must sustain the
objection to Mr. Owens' claim against the U.S. Debtors.

A full-text copy of Judge Gross' Opinion is available at:

      http://bankrupt.com/misc/deb09-10138-18315.pdf

                  About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced
a proceeding with the Ontario Superior Court of Justice under the
Companies' Creditors Arrangement Act (Canada) seeking relief from
their creditors.  Ernst & Young was appointed to serve as monitor
and foreign representative of the Canadian Nortel Group. That same
day, the Monitor sought recognition of the CCAA Proceedings in
U.S.
Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter
15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's
European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court
for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., and Howard S.
Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New
York,
serve as the U.S. Debtors' general bankruptcy counsel; Derek C.
Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP,  in
Wilmington, serves as Delaware counsel.  The Chapter 11  Debtors'
other professionals are Lazard Freres & Co. LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims and notice
agent.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in respect of the U.S. Debtors.

An ad hoc group of bondholders also was organized.  An Official
Committee of Retired Employees and the Official Committee of
Long-Term Disability Participants tapped Alvarez & Marsal
Healthcare Industry Group as financial advisor.  The Retiree
Committee is represented by McCarter & English LLP as Delaware
counsel, and Togut Segal & Segal serves as the Retiree Committee.
The Committee retained Alvarez & Marsal Healthcare Industry Group
as financial advisor, and Kurtzman Carson Consultants LLC as its
communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a


NORTHERN OIL: Bahram Akradi Fails to Get Board Position
-------------------------------------------------------
Northern Oil and Gas, Inc., a Minnesota corporation, issued a
letter on June 13, 2017, to Bahram Akradi, a shareholder of the
Company, regarding the recent request by Mr. Akradi to join the
board of directors of the Company.

"Thank you for your interest in serving as a member of the board of
directors (the "Board") of Northern Oil and Gas, Inc.  We
appreciate your interest in the Company's future opportunities and
growth.  The Board is similarly excited and optimistic about the
Company's near and long term future and, along with our management
team, is enthusiastic to take the necessary actions to drive
shareholder value creation.  The Board has determined that it is
not appropriate to increase its size at this time.  However, we
look forward to continuing our work together to maximize value for
all shareholders.  As you may know, in the last year the Company
has added two new directors, and at our recent 2017 annual meeting
of shareholders all directors received at least 97.5% of votes cast
in favor of their election.

"The Board remains committed to value creation for our
shareholders, especially in light of the challenges of operating in
a lower commodity price environment.  To that end, the Company
continues to work with its financial advisor, Tudor, Pickering,
Holt & Co.  We are dedicated to positioning the Company to take
advantage of opportunities for growth in an industry that is
beginning to emerge from the worst commodity price correction in
recent memory."

                        About Northern Oil

Northern Oil and Gas, Inc. -- http://www.NorthernOil.com/-- is an  

exploration and production company with a core area of focus in the
Williston Basin Bakken and Three Forks play in North Dakota and
Montana.
  
Northern Oil reported a net loss of $293.5 million on $144.9
million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of $975.4 million on $275.05 million of
total revenues for the year ended Dec. 31, 2015.  As of March 31,
2017, Northern Oil had $449.24 million in total assets, $919.33
million in total liabilities and a total stockholders' deficit of
$470.09 million.

                          *     *     *

As reported by the TCR on March 24, 2017, Moody's Investors Service
affirmed Northern Oil and Gas, Inc.'s (NOG) Caa2 Corporate Family
Rating (CFR), the Caa2-PD Probability of Default Rating (PDR), the
Caa3 senior unsecured notes rating, and the SGL-4 Speculative Grade
Liquidity (SGL) rating.  The ratings outlook is negative.  "The
affirmation reflects Moody's expectations that Northern Oil & Gas
will continue to have elevated leverage as it increases capital
spending in 2017 to keep production volumes flat," commented James
Wilkins, Moody's Vice President-Senior Analyst. "The negative
outlook reflects the likelihood that the company's earnings will
not recover sufficiently to meet its financial covenants in the
second quarter 2018."

Northern Oil and Gas Inc. carries a CCC corporate credit rating
from S&P Global Ratings.


ONE STATE STREET: Case Summary & 6 Unsecured Creditors
------------------------------------------------------
Debtor: One State Street Associates, L.P.
        One South State Street
        Newtown, PA 18940

Business Description: One Street Associates is one of several
                      firms managed by Renato J. Gualtieri, a real

                      estate developer based in Langhorne, PA.

Chapter 11 Petition Date: June 21, 2017

Case No.: 17-14291

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Hon. Eric L. Frank

Debtor's Counsel: David B. Smith, Esq.
                  SMITH KANE HOLMAN, LLC
                  112 Moores Road, Suite 300
                  Malvern, PA 19355
                  Tel: (610) 407-7217
                  Fax: (610) 407-7218
                  E-mail: dsmith@smithkanelaw.com
                          dsmith@skhlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Renato J. Gualtieri, president of
Corporate GP.

The Debtor's list of six unsecured creditors is available for free
at http://bankrupt.com/misc/paeb17-14291.pdf


ORANGE COUNTY NURSERY: Court Issues Stay Pending Plan Order Appeal
------------------------------------------------------------------
Judge Meredith A. Jury of the U.S. Bankruptcy Court for the Central
District of California has entered final orders in Orange County
Nursery, Inc.'s Chapter 11 case, including the Order Confirming
Fourth Amended Plan of Reorganization (As Modified) and the Order
Allowing the Claim of the Minority Voting Trust.  The Debtor,
controlled by the Majority shareholders, filed its Notice of Appeal
of those orders and requested a certification for a direct appeal
to the Ninth Circuit.

At a hearing on April 4, 2017, regarding the modifications to the
Fourth Amended Plan, which needed to be made in accordance with the
court's Memorandum of Decision re Treatment of the Minority Voting
Trust's Claim and Modifications to Chapter 11 Plan, the Debtor
raised issues regarding how certain provisions in the plan would be
implemented while an appeal of the confirmation order was pending.
The court construed the Debtor's comments as a premature request
for a stay pending appeal. Because the court had already determined
that it would issue a stay pending appeal when the anticipated
appeals were filed, it notified the parties during the April 4
hearing that it would issue a stay once the Notice of Appeal was
filed. Therefore, the Order Imposing Stay Pending Appeal is entered
based both on the oral motion of the Debtor and on the court's own
violation.

The factors to be considered in determining whether to issue a stay
pending appeal are "(1) whether the stay applicant has made a
strong showing that he is likely to succeed on the merits; (2)
whether the applicant will be irreparably injured absent a stay;
(3) whether issuance of the stay will substantially injure the
other parties interested in the proceeding; and (4) where the
public interest lies." Nken v Holder, 556 U.S. 418, 434 (2009); See
also Indiana State Police Pension Trust v Chrysler LLC, 556 U.S.
960 (2009); McDermott v Ampersand Pub., LLC, 559 F.3d 950,957 (9th
Cir. 2010), citing Winter v Natural Res. Def. Council, 555 U.S.7,
20-22 (2008).

Keeping in mind that the existence of a serious legal question is
sufficient to satisfy the likelihood of success on the merits
prong, Judge Jury analyzes why a stay in this case pending Debtor's
appeal to the Ninth Circuit is appropriate. After it valued the
equity in Debtor on the petition date and from that valuation
determined the monetary value of MVT's claim, findings subject to a
clearly erroneous standard of review on appeal and unlikely to be
overturned, the court then was required to determine how MVT's
claim should be treated in the chapter 11 plan.

This second ruling, which is captured in the Fourth Amended Plan of
Reorganization (As Modified) and the Order Allowing the Claim of
the Minority Voting Trust, required the interpretation of legal
principles, a ruling normally subject to de novo review by an
appellate court. Moreover, this court's ultimate ruling on the
treatment of the claim was premised on two prior District Court
Orders re Bankruptcy Appeal, which had reversed on legal grounds
earlier rulings of this court. As a consequence, there is a high
likelihood that the circuit court's review of the bankruptcy
court's rulings will be de novo, a standard of review more likely
to result in reversal than clear error.

The second and third factors are logically considered together,
particularly in light of the balancing test the court must conduct.
This court's ruling would have a substantial, perhaps devastating
impact on the Majority and perhaps on Debtor, as it would turn the
controlling ownership upside down. Those not in control before,
MVT, would control the board as majority and the prior controlling
owners would be relegated to second chair. Once that switch is
implemented, its effect will be irreparable to the majority. On the
flip side, although MVT has waited almost ten years since it
commenced its corporate dissolution action in state court to either
gain control of OCN or be paid the 2009 monetary value of its
ownership interest, waiting a bit longer will be just that -- a
wait -- without a substantial daily impact on the lives of the
beneficiaries of the trust.

If the court did not issue a stay, corporate control would go to
MVT, causing unknown changes to the operation of OCN and most
certainly having an impact on the daily lives of several
individuals. On the other hand, with a stay in place, business
would continue as usual until the ruling is affirmed, at which time
an orderly transition to new controlling ownership could take
place. These factors overwhelmingly favor issuance of a stay.

The bankruptcy case is In re: ORANGE COUNTY NURSERY, INC., a
California Corporation, Chapter 11, Debtor(s), Case No.
6:15-bk-12078 MJ (Bankr. C.D. Cal.).

A full-text copy of Judge Jury's Decision is available at
https://is.gd/b9j2RJ from Leagle.com.

Orange County Nursery, Inc., Debtor, represented by David S. Kupetz
-- dkupetz@sulmeyerlaw.com-- Sulmeyer Kupetz, Arthur Gutierrez
Longoria -- agl.law@verizon.net --  Elissa Miller --
elisa.miller@viacom.com -- Tamar Terzian, Terzian Law Group &
Steven Werth, SulmeyerKupetz.

Orange County Nursery, Inc. -- http://www.ocnursery.com/--  
located in Moonpark, Calif., supplies growers and landowners in
Orange and San Diego counties with a variety of nursery stock
including bareroot fruit and nut trees, ball and burlap citrus
trees, and ornamental plants.  Orange County Nursery sought
chapter 11 protection (Bankr. C.D. Calif. Case No. 09-10165) on
Jan. 22, 2009, and is represented by David S. Kupetz, Esq., at
Sulmeyer Kupetz in Los Angeles.  At the time of the filing, the
Debtor estimated assets of more than $10 million and debts of less
than $10 million.


ORIGINAL SOUPMAN: Deal With Soup Supplier Has Interim Approval
--------------------------------------------------------------
The Original Soupman, Inc., and its affiliated debtors filed with
the U.S. Bankruptcy Court for the District of Delaware a motion for
authority to make a $100,000 partial payment for critical vendor
IPMF, LLC's prepetition claim and to enter into a settlement
agreement that paves the way for IPMF's shipments to resume.

Pursuant to a contract dated July 14, 2016, IPMF produces,
packages, stores, and ships the Debtors' gourmet soups based on the
Debtors' propriety recipes, formulas, and procedures.  The Contract
contained a schedule detailing the volume IPMF would produce and
the pricing charged to the Debtors based on that volume.

Despite a successful relationship between the parties, the Debtors
began falling behind on making timely payments in accordance with
the Contract for the volumes IPMF produced in early 2017.  With the
Debtors balance owing to IPMF reaching $345,638 (the "Claim"), the
IPMF terminated the Contract pursuant to its terms in early May
2017.

Since then, the Debtors and IPMF have negotiated a resolution to
the outstanding balance and the continued production and shipment
of the Debtors' products.  Without IPMF's production and shipment
of the products, the Debtors said that their cash flow would
effectively cease and the Chapter 11 Cases would fail.

Further, the Debtors would be required to seek a new vendor, which
would take approximately four to six months of investigating a
facility that could produce the required volume, negotiation of a
new contract, and testing and ramp up production time.  Those three
to four months of downtime would be fatal to the Debtors' business
and any value for its assets and estates.

Pursuant to the Settlement Agreement between the parties, the
Debtors have agreed: (a) to pay IPMF $100,000 as a critical vendor
payment upon entry of an interim order approving the Motion and
(b), upon entry of a final order approving the Motion, obtain
approval of the partial payment on a final basis and agree pay the
remaining amount of the Claim out of the proceeds of any sale of
substantially all the Debtors' assets or a plan of reorganization.

Judge Laurie Selber Silverstein on June 20, 2017, entered an order
granting the Motion on an interim basis.  The Debtors are
authorized to pay $100,000 of the Claim subject to approval of the
payment in a final order approving the Settlement Agreement.  The
Court will hold a final hearing to consider approval of the Motion
on July 10, 2017, at 1:00 p.m. (ET).  Objections are due July 5,
2017.

                        Road to Bankruptcy

Michael Wyse, interim CFO and Chief Restructuring Officer of the
Debtors, in court filings narrated the events preceding the
Debtors' bankruptcy filing.

Mr. Wyse relates that the Debtors' current CEO, Jamieson Karson,
joined the company as CEO in August 2015.  At that time, the
Debtors had $8 million in liabilities.  In July 2016, the company
received net loan proceeds of $3.5 million from Hillair Capital
Investments, L.P, bringing the total liabilities at that time to
approximately $11 million.  The Debtors used the net proceeds to
purchase inventory, market and promote their products, and operate
their business.  That funding, however, was not enough to sustain
the Debtors' operations long-term.  Currently, there are $11.5
million in liabilities and $1.3 million in assets.

In May 2017, the Debtors' then-Chief Financial Officer and
President, Bob Bertrand, was indicted for failure to pay certain
payroll and withholding taxes for the period 2010 to 2014.  Mr.
Bertrand has been suspended without pay pending the outcome.

Wyse Advisors managing partner Micahel Wyse has succeeded Mr.
Bertrand as Interim Chief Financial Officer.  Mr. Bertrand's recent
indictment has significantly impeded the Debtors' ability to secure
further financing for their business.  As a result, the Debtor
cannot purchase inventory or pay its bills on a current basis.  As
such, the Debtors' exhaustion of existing financing and the limited
interest from other financial providers necessitated the filing of
the Chapter 11 Cases.

                    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. Lead Case No.
17-11313) on June 13, 2017.

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.


ORIGINAL SOUPMAN: Gets Approval to Hire Epiq as Claims Agent
------------------------------------------------------------
The Original Soupman, Inc. received approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Epiq
Bankruptcy Solutions, LLC as claims and noticing agent.

Epiq will, among other things, oversee the distribution of notices
and the processing of proofs of claim filed in the Chapter 11 cases
of he company and its affiliates.

The firm's professionals and their hourly rates are:

     Clerical/Administrative Support     $25 – $45
     IT/Programming                      $65 – $85
     Case Managers                      $70 – $165
     Consultants/Directors/VPs         $160 – $190
     Solicitation Consultant                  $190
     Executive VP, Solicitation               $215
     Executives                          No Charge
     Communication Consultant                 $395

Kate Mailloux, senior director of Epiq's Consulting Services,
disclosed in a court filing that the firm and its employees are
"disinterested persons" as defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Kate Mailloux
     Epiq Bankruptcy Solutions, LLC
     777 Third Avenue, 12th Floor,
     New York, NY 10017
     Tel: (646) 282-2493

                    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. Lead Case No.
17-11313) on June 13, 2017.  The Debtors tapped Polsinelli PC as
counsel; Wyse Advisors, LLC as restructuring advisor; and Epiq
Bankruptcy Solutions, Inc., as notice and claims agent.  Wyse
Advisors managing partner Mike Wyse is currently interim CFO of the
Debtors.


ORIGINAL SOUPMAN: June 27 Meeting Set to Form Creditors' Panel
--------------------------------------------------------------
Andy Vara, acting United States Trustee for Region 3, will hold an
organizational meeting on June 27, 2017, at 10:00 a.m. in the
bankruptcy case of The Original Soupman, Inc.

The meeting will be held at:

                 Office of the US Trustee
                 844 King Street, Room 3209
                 Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code.  A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization.  The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.

                      About 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.


ORIGINAL SOUPMAN: Seeks to Hire Epiq as Administrative Advisor
--------------------------------------------------------------
The Original Soupman, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to hire Epiq Bankruptcy
Solutions, LLC as administrative advisor.

The firm will provide these services to the company and its
affiliates in connection with their Chapter 11 cases:

     (a) assist in the solicitation, balloting, tabulation, and
         calculation of votes, and in the preparation of reports
         necessary for the confirmation of a plan of
         reorganization;

     (b) generate an official ballot certification and testify,
         if necessary, in support of the ballot tabulation
         results;

     (c) assist in claims objections, claims reconciliation and
         related matters;

     (d) assist in the preparation of the Debtors' schedules of
         assets and liabilities and statements of financial
         affairs;

     (e) provide a confidential data room; and

     (f) manage any distribution pursuant to a confirmed plan of
         Reorganization.

The hourly rates charged by the firm are:

     Clerical/Admin Support           $25 – $45
     IT/Programming                   $65 – $85
     Case Managers                   $70 – $165
     Consultants/Directors/VPs      $160 – $190
     Solicitation Consultant               $190
     Executive VP, Solicitation            $215
     Executives                       No Charge
     Communication Consultant              $395

Kate Mailloux, senior director of Epiq's Consulting Services,
disclosed in a court filing that the firm is a "disinterested
person" as defined in section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Kate Mailloux
     Epiq Bankruptcy Solutions, LLC
     777 Third Avenue, 12th Floor,
     New York, NY 10017
     Tel: (646) 282-2493

                    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. Lead Case No.
17-11313) on June 13, 2017.  The Debtors tapped Polsinelli PC as
counsel; Wyse Advisors, LLC as restructuring advisor; 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: Hearing on Disclosure Statement Set for Aug. 22
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona is set to
hold a hearing on August 22, at 10:00 a.m., to consider approval of
the disclosure statement, which explains the proposed Chapter 11
plan for Paradise Medspa PLLC and its affiliates.

The hearing will take place at the Bankruptcy Court, Courtroom 702,
230 N. First Avenue, Phoenix, Arizona.  Objections are due by
August 15.

                    About Paradise Medspa PLLC

Paradise Medspa PLLC, Paradise Medspa & Wellness PLLC and Paradise
Property Management LLC filed chapter 11 petitions (Bankr. D. Ariz.
Case No. 16-13065 to 16-13067) on November 15, 2016.  The petitions
were signed by Rebecca Weiss Glasow, member.  

Paradise Medspa estimated assets of less than $100,000 and
liabilities of $1 million to $10 million.  Paradise Medspa &
Wellness estimated both assets and liabilities of less than
$50,000.  Paradise Property estimated assets of less than $500,000
and liabilities of less than $1 million.

Judge Madeleine C. Wanslee presides over the cases.

The Debtors are represented by Randy Nussbaum, Esq., at Nussbaum
Gillis & Dinner, P.C.


PERFUMANIA HOLDINGS: Delays Filing of First Quarter 10-Q
--------------------------------------------------------
Perfumania Holdings, Inc., was not able to file its Form 10-Q for
the first quarter of fiscal 2017 when due because it is evaluating
whether the financial statements as of and for the period ended
April 29, 2017, require modification in light of the previously
announced review of the Company's operations and capital structure
by a special committee of independent directors.

                   About Perfumania Holdings

Perfumania Holdings, Inc. (NASDAQ: PERF) --
http://www.perfumaniaholdings.com/or perf@jcir.com -- is a
specialty retailer and distributor of fragrances and related beauty
products across the United States.  Perfumania has a 30-year
history of innovative marketing and sales management, brand
development, license sourcing and wholesale distribution making it
the premier destination for fragrances and other beauty supplies.

As of Jan. 28, 2017, Perfumania had $310.3 million in total assets,
$249.9 million in total liabilities and $60.42 million in total
shareholders' equity.  Perfumania reported a net loss of $23.63
million for the fiscal year ended Jan. 28, 2017, following a net
loss of $11.67 million for the fiscal year ended Jan. 30, 2016.


PETTERS CO: General Electric Can't Dodge Suit Over Ponzi Scheme
---------------------------------------------------------------
Carolina Bolado, writing for Bankruptcy Law360, reports that U.S.
Bankruptcy Judge Paul G. Hyman Jr. has denied General Electric
Capital Corp.'s bid to escape a lawsuit alleging it participated in
the $3.6 billion Ponzi scheme orchestrated by Tom Petters, paving
the way for the claims to go to a jury.  Judge Hyman, according to
Law360, denied GE Capital's motion for summary judgment arguing
that Barry Mukamal, the trustee for a major feeder fund to Petters,
had no standing to bring his claims because they were claims common
to all creditors.

                    About Petters Company

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other affiliates
filed separate petitions for Chapter 11 protection (Bankr. D. Minn.
Lead Case No. 08-45257) on Oct. 11, 2008.  In its petition, Petters
Company estimated its debts at $500 million and $1 billion.

Parent Petters Group Worldwide estimated its debts at not more
than $50,000.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection(Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct.6, 2008.  Petters Aviation is a wholly owned unit
of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.

The Official Committee of Unsecured Creditors is represented by
David E. Runck, Esq., Lorie A. Klein, Esq., at Fafinski Mark &
Johnson, P.A.

Trustee Douglas A. Kelley is represented by James A. Lodoen, Esq.,
Mark D. Larsen, Esq., Kirstin D. Kanski, Esq., Adam C. Ballinger,
Esq., at Lindquist & Vennum LLP.


PHOTO STENCIL: Sale of Stencil Laser for $70K Approved
------------------------------------------------------
Judge Michael E. Romero of the U.S. Bankruptcy Court for the
District of Colorado authorized Photo Stencil, LLC's sale of 2010
Tannlin Model TX-10, CNC Stencil Laser, Fiber Laser Type, Serial
No. 158173-A-1-1, to Photo Stencil S. de R.L. de C.V. for $70,000.

The sale of the Laser will be free and clear of all liens, claims
and encumbrances.

The Debtor is authorized to pay the proceeds from the sale to PMC
Financial Services Group, LLP which holds a valid purchase money
security interest in the Laser.

The 14-day stay provided in Fed. R. Bankr. P. 6004(h) will not
apply, and the Order will be in immediate force and effect.

                      About Photo Stencil

Photo Stencil, LLC, designs and makes high-performance stencils,
squeegee blades, and tooling for the surface mount assembly,
solar,
and semiconductor industries.  The company designs and
manufactures
high end stencils for the electrical component industry and is the
only such company with such capability in North America.  It
operates out of its facility located at 16080 Table Mountain
Parkway, Suite 100, Golden, Colorado.

Photo Stencil filed a Chapter 11 petition (Bankr. D. Colo. Case
No.
16-16897) on July 12, 2016.  The petition was signed by Eric
Weissman, CEO.  The Debtor estimated assets of $1 million to $10
million and debt of $10 million to $50 million at the time of the
filing.  The case is assigned to Judge Michael E. Romero.  The
Debtor is represented by Lee M. Kutner, Esq., at Kutner Brinen,
P.C.


POLLACK ACADEMIC: S&P Affirms 'BB' Rating on 2010 Revenue Bonds
---------------------------------------------------------------
S&P Global Ratings revised its outlook to stable from negative and
affirmed its 'BB' long-term rating on the Michigan Public
Educational Facilities Authority's series 2010 limited-obligation
revenue bonds, issued for Dr. Joseph F. Pollack Academic Center of
Excellence (PACE).

"The outlook revision reflects our view of PACE's improved
financial operations in fiscal 2016, which we anticipate will
moderate somewhat in fiscal 2017 but remain manageable at the
current rating level," said S&P Global Ratings credit analyst Kaiti
Wang.  "We assessed the academy's financial profile at vulnerable
in light of its slim liquidity and a lack of sustained surplus
operating performance, though operations have seen an improving
trend in the past two years and debt burden is relatively low," Ms.
Wang added.

PACE is a stand-alone kindergarten through eighth-grade (K-8)
charter school located in Southfield, Mich.  The academy serves
primarily students in the inner-city Detroit area (Wayne County),
and has now expanded to serve additional students in the
neighboring Oakland County.  The demographic of the students
remains largely unchanged, with about 100% of students qualifying
for free and reduced lunch.


PUERTO RICO: Fiscal Board Slammed for Restructuring Deal Delay
--------------------------------------------------------------
Alex Wolf, writing for Bankruptcy Law360, reports that Rep. Rob
Bishop, R-Utah, the head of the U.S. House Committee on Natural
Resources, sent a letter to the chairman of the Financial Oversight
and Management Board of Puerto Rico, criticizing the board
supervising Puerto Rico's troubled finances for delaying approval
of a $9 billion restructuring deal between the territory's power
utility and its bondholders that Congress has already blessed.

                       About Puerto Rico

Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70
billion, a 68% debt-to-GDP ratio and negative economic growth in
nine of the last 10 years.

The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.

The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III
of 2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ("PROMESA").

The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21.

U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases.

The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.

Martin J. Bienenstock, Esq., and Philip M. Abelson, Esq., of
Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges
are onboard as attorneys.

McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets
Inc. is the Board's municipal investment banker.

Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at:

           https://cases.primeclerk.com/puertorico

O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.

                      Bondholders' Attorneys

Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin
Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group,
comprised of mutual funds managed by Oppenheimer Funds, Inc.,
Franklin Advisers, Inc., and the First Puerto Rico Family of
Funds, which collectively hold over $3.5 billion in COFINA Bonds
and over $2.9 billion in other bonds issued by Puerto Rico and
other instrumentalities, including over $1.8 billion of Puerto
Rico general obligation bonds ("GO Bonds").

White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS
Family of Funds and the Puerto Rico Family of Funds, which hold
$613.3 million in COFINA bonds.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell,
Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam &
Lausell are co-counsel to the ad hoc group of General Obligation
Bondholders, comprised of Aurelius Capital Management, LP,
Autonomy Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual
Advisers LLC, Monarch Alternative Capital LP, Senator Investment
Group LP, and Stone Lion Capital Partners L.P.

Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are
co-counsel to the ad hoc coalition of holders of senior bonds
issued by COFINA, comprised of at least 30 institutional holders,
including Canyon Capital Advisors LLC and Varde Investment
Partners, L.P.

Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon
Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson
Kempner Capital Management LP, OZ Management, LP, and OZ
Management II LP (the QTCB Noteholder Group).


PUERTO RICO: Parties Object to Commonwealth-COFINA Procedures
-------------------------------------------------------------
BankruptcyData.com reported that multiple parties -- including
Mutual Fund Group and the Puerto Rico Funds, National Public
Finance Guarantee, Ambac Assurance and the COFINA Senior
Bondholders' Coalition -- filed with the U.S. Bankruptcy Court
separate objections to the Commonwealth of Puerto Rico's motion for
an order approving procedures to resolve the Commonwealth-COFINA
dispute. The Mutual Fund Group and the Puerto Rico Funds objection
asserts, "The Mutual Fund Group and the Puerto Rico Funds
('Objectors'), who collectively hold over $4 billion in COFINA
senior and subordinate bonds, object to the Debtors' Motion for
Order Approving Procedure to Resolve Commonwealth-COFINA Dispute .
. . .  The Court should deny the Protocol Motion. The Oversight
Board seeks -- without any legal authority -- to wrest control over
the Commonwealth-COFINA Dispute4 through entry of an order (the'
Proposed Order') that would exceed the bounds of PROMESA and
violate the United States Constitution. The Proposed Order would
appoint an agent to enforce COFINA's right to pledged revenues in
which COFINA itself has only minimal equity -- the agent would act
as a receiver. There is no authority for such appointment. The
Proposed Order provides for a collusive litigation between the
Oversight Board's own agents, on the Oversight Board's own
schedule, with the Oversight Board retaining the power to settle,
in violation of Article III of the United States Constitution . . .
. Puerto Rico law is the lynchpin. Under the United States
Constitution, federal law cannot deprive COFINA and its bondholders
of property interests that are valid under Puerto Rico law. If,
under Puerto Rico law, COFINA owns the revenues it pledged to its
bonds, PROMESA is powerless to take the revenues away. The only
issue in this dispute is whether Puerto Rico statutes transferring
revenues to COFINA and securing its bonds are valid under Puerto
Rico's Constitution -- an unprecedented issue that can only be
decided definitively by the Puerto Rico Supreme Court, and can be
so decided prior to November 1."

                           About Puerto Rico

Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70
billion, a 68% debt-to-GDP ratio and negative economic growth in
nine of the last 10 years.

The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.

The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III
of 2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ("PROMESA").

The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21.

U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases.

The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.

Martin J. Bienenstock, Esq., and Philip M. Abelson, Esq., of
Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges
are onboard as attorneys.

McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets
Inc. is the Board's municipal investment banker.

Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at:

           https://cases.primeclerk.com/puertorico

O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.

                      Bondholders' Attorneys

Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin
Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group,
comprised of mutual funds managed by Oppenheimer Funds, Inc.,
Franklin Advisers, Inc., and the First Puerto Rico Family of
Funds, which collectively hold over $3.5 billion in COFINA Bonds
and over $2.9 billion in other bonds issued by Puerto Rico and
other instrumentalities, including over $1.8 billion of Puerto
Rico general obligation bonds ("GO Bonds").

White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS
Family of Funds and the Puerto Rico Family of Funds, which hold
$613.3 million in COFINA bonds.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell,
Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam &
Lausell are co-counsel to the ad hoc group of General Obligation
Bondholders, comprised of Aurelius Capital Management, LP,
Autonomy Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual
Advisers LLC, Monarch Alternative Capital LP, Senator Investment
Group LP, and Stone Lion Capital Partners L.P.

Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are
co-counsel to the ad hoc coalition of holders of senior bonds
issued by COFINA, comprised of at least 30 institutional holders,
including Canyon Capital Advisors LLC and Varde Investment
Partners, L.P.

Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon
Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson
Kempner Capital Management LP, OZ Management, LP, and OZ
Management II LP (the QTCB Noteholder Group).


RESTAURANT EL OBRERO: Plan Confirmation Hearing Set for Aug. 30
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico will
continue the hearing on the proposed Chapter 11 plan of
reorganization for Restaurant El Obrero Inc. on August 30.

The hearing will be held at 9:00 a.m., at the Jose V. Toledo
Federal Building and U.S. Courthouse, Courtroom 3, Third Floor, 300
Recinto Sur Street, San Juan, Puerto Rico.

The court will also consider at the hearing the final approval of
the company's disclosure statement, which it conditionally approved
earlier this month.

Under the latest plan, holders of Class 3 unsecured convenience
claims that are less than or equal to $5,000 will receive a
lump-sum distribution of $750 on the effective date of the plan.
Each creditor will receive pro-rata distributions and will receive
approximately 4.24% of the allowed amount.

Meanwhile, holders of Class 4 unsecured convenience claims that are
equal to or over $5,000.01 will receive a lump-sum distribution of
$4,000 on the effective date, and another $4,000 on month 13 of the
plan.

Each creditor in Class 4 will receive approximately 4.53% of the
allowed amount and will receive pro-rata distributions, according
to the company's latest disclosure statement.

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

The original plan proposed to pay Class 3 creditors 5.65% of their
claims, and make a lump-sum payment of $4,000 on the effective
date.  It also proposed to pay Class 4 creditors 5.97% of their
claims and make a lump-sum distribution of $4,000 on the effective
date and on month 13 of the plan.

                   About Restaurant El Obrero

Restaurant El Obrero Inc. filed for Chapter 11 bankruptcy
protection (Bankr. D.P.R. Case No. 15-10208) on Dec. 23, 2015,
estimating its assets at between $100,001 and $500,000 and its
liabilities at between $500,001 and $1 million.  Javier Vilarino,
Esq., at Vilarino & Associates LLC serves as the Debtor's
bankruptcy counsel.

On October 14, 2016, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.


RICKY WILLIAMSON: Selling Sunflower Property to Pay Planters Bank
-----------------------------------------------------------------
Ricky D. Williamson and Cindy M. Williamson ask the U.S. Bankruptcy
for the Northern District of Mississippi to authorize the sale of
real property described as "312 Acres Hunting Land in Sunflower
County Co-Owner-Marwill Skallion, Jr.," located at the West
One-Half of Section 22, Township 24 North, Range 4 West, Sunflower
County, Mississippi, to Steve Skelton for an amount sufficient to
satisfy the deed of trust in favor of Planters Bank & Trust Co. and
to significantly reduce the amount owing to Pinnacle Agriculture
Distribution, Inc.

The Debtors listed on Schedule A/B - Property the property,
assigning thereto a current market value of $250,000.  The real
property is subject to WRP easement pursuant to Instrument No.
2008005277 dated June 25, 2008, filed in the land records of
Sunflower County in Indianola, Mississippi.

Mr. Williamson, also known as Ricky Dean Williamson, owns a
one-half interest in the property, and said property is not claimed
as exempt by the Debtors.  Thus, Mr. Williamson's one-half interest
is an asset of the bankruptcy estate.  Additionally, said property
is encumbered by a deed of trust in favor of Planters Bank,
Ruleville, Mississippi, in the current approximate amount of
$350,000, and by a deed of trust in favor of Pinnacle Agriculture,
in the sum of $1,503,675.

A cash offer for purchase of the property has been made by the
Buyer in an amount sufficient to satisfy the deed of trust in favor
of Planters Bank and to significantly reduce the amount owing to
Pinnacle Agriculture so as to induce it to release its deed of
trust against the property.  Said liens will attach to the sale
proceeds, which will be used for the purpose of paying the Debtors'
obligations.

The closing agent should be authorized to pay from said funds
sellers' portion of the closing costs, being one-half of the deed
preparation, one-half of the owner title insurance/search fee,
one-half of the recording fees and one-half of the closing attorney
fees.  The balance of the closing costs, including the real estate
commission, will be paid by the Buyer.  

The closing agent should then be authorized to pay the indebtedness
owing to Planters Bank and then to pay Mr. Williamson's one-half of
the balance of the proceeds after payment of sellers' portion of
the closing costs, the payment to Planters Bank and proration of
taxes, to Pinnacle Agriculture, with the remaining one-half payable
to the co-owner, Marwill Skallion, Jr.  Due to the confidentiality
clause in the Purchase Agreement, the selling price will be held in
total confidence and further will not be revealed.  The purchaser
has paid considerable earnest money to the realtor and proposes to
pay the balance of said purchase price immediately upon the entry
of an order approving the sale and execution and delivery of a
Warranty Deed from sellers.

The anticipated sale of the property described will be made subject
to that certain WRP easement pursuant to Instrument No. 2008005277
dated June 25, 2008, filed in the land records of Sunflower County
in Indianola, Mississippi.  Any and all unpaid and/or outstanding
property and/or privilege taxes owing and/or to be owed on the
subject property, will be prorated as of the date of closing.

Considering the current market, the Debtors are of the opinion that
the cash offer for said real property is reasonable, is in the best
interest of the bankruptcy estate, and should be accepted.

Ricky D. Williamson and Cindy M. Williamson sought Chapter 11
protection (Bankr. N.D. Miss. Case No. 16-10672) on Feb. 26, 2016.


ROBERT HILL PC: Court Abstains from Bankruptcy Proceeding
---------------------------------------------------------
Judge Jimmy L. Croom of the U.S. Bankruptcy Court for the Western
District of Tennessee grants Movants Boren & Boyd, P.C.'s motion
for the Court to abstain from the bankruptcy proceedings under 11
U.S.C. section 305.

The Movants urge this court to either dismiss or suspend the
proceedings, arguing that abstention is in the best interests of
both the debtor and creditors. The Debtor asserts that abstention
would not be in the Debtor's best interest and, therefore, the
Movants have not met the burden required by section 305.

Section 305(a)(1) of the Bankruptcy Code provides that "(a) The
court, after notice and a hearing, may dismiss a case under this
title, or may suspend all proceedings in a case under this title,
at any time if --(1) the interests of creditors and debtors would
be better served by such dismissal or suspension[.]"  A court's
decision to dismiss or suspend pursuant to section 305(a) "is
discretionary and must be made on a case-by-case basis."). While
various courts have established and applied different factor-tests
to determine whether abstention is appropriate, there is not a
particular balancing test that must be applied. Rather, the only
finding required by statute is that abstention be in the best
interests of both the creditors and the debtor.

Abstention is especially appropriate in cases where the bankruptcy
proceeding is essentially a two-party dispute involving claims that
should be resolved in state court, the Court held.  Movants argue
that the present case resembles this kind of two-party dispute for
which there are adequate remedies in state court. Debtor asserts
that its adversary complaint establishes the multiplicity of
parties to this proceeding. The claims brought by Debtor in the
adversary complaint, however, reflect the same claims raised by
Movants in their chancery court complaint, as well as the
counterclaims raised by Debtor in its answer thereto. Moreover, the
fact that Debtor has more than one creditor "does not, in itself,
overcome the overriding nature of the bankruptcy case as a
two-party dispute."

Courts have determined that situations in which multiple creditors
file an involuntary petition against the debtor are essentially
two-party disputes when the creditors' claims arose out of the same
transaction or occurrence, and those claims ultimately gave rise to
the same collections action concurrently pending in state court.
Here, the state court case and the bankruptcy case are essentially
two-party disputes revolving around state law causes of action
arising from claims for breach of contract and other related causes
of action. Therefore, the state court is the appropriate forum to
hear these claims.

Considerations of the economy and efficiency of the administration
of the bankruptcy proceeding also weigh in favor of abstention
where multiple litigation exists, and the state court is an
adequate forum to protect the interests of the creditors and
debtors.

Finally, filing a bankruptcy petition for a non-bankruptcy purpose
is a factor weighing in favor of abstention. When making an inquiry
into the bankruptcy purpose, the Court will consider the motivation
of the parties who are seeking relief in the bankruptcy court.

Movants argue that Debtor's primary purpose for filing its
bankruptcy petition was as a litigation tactic or way to circumvent
an unfavorable outcome in state court. In refuting this claim,
Debtor states that its purpose in filing its chapter 11 petition is
to "allow Debtor to wind down its business relationship with
[Movants], ensure that all creditors can be efficiently and
equitably paid, and continue its operations as a two-attorney law
firm." However, as Movants point out, Debtor's prior statements
directly conflict with its position of intending to reorganize and
continue as a firm.

As further proof that Debtor filed its petition for a
non-bankruptcy purpose, Movants cite to Debtor's Emergency Motion
to Clarify filed in chancery court on Jan. 23, 2017. This evidence,
considered in conjunction with the inconsistent positions taken by
Debtor between the state court and bankruptcy proceedings, suggests
that Debtors' purpose for filing its chapter 11 petition was
motivated by non-bankruptcy reasons. Accordingly, this factor
weighs in favor of abstention. Therefore, the Court finds that
Movants carried their burden of proving that abstention will better
serve the interests of Debtor and its creditors.

The Court concludes that, pursuant to 11 U.S.C. Section 305(a)(1),
abstention is in the best interest of both the Debtor and
creditors. As such, the Court will abstain from the bankruptcy
proceeding.

A full-text copy of Judge Croom's Memorandum Opinion is available
at:

     http://bankrupt.com/misc/tnwb17-10597-82.pdf

Attorneys for the Debtor:

     Phillip G. Young, Esq.
     Email: phillip@thompsonburton.com
     Ronald G. Steen, Jr., Esq.
     Email: ronn.steen@thompsonburton.com
     David Canas, Esq.
     Email: david@thompsonburton.com

Attorneys for Boren & Boyd, P.C.:

     Jerry P. Spore
     Lewis L. Cobb
     Teresa A. Luna

Sam Crocker, United States Trustee

         About The Law Offices of T. Robert Hill P.C.

The Law Offices of T. Robert Hill P.C., based in Jackson, TN,
filed
a Chapter 11 petition (Bankr. W.D. Tenn. Case No. 17-10597) on
March 15, 2017. The Hon. Jimmy L Croom presides over the case.
David Phillip Canas, Esq., and Phillip G. Young, Jr., Esq., at
Thompson Burton, PLLC, to serve as bankruptcy counsel.

In its petition, the Debtor estimated $6.45 million in assets and
$185,691 in liabilities. The petition was signed by Robert T.
Hill,
Jr., CEO/president.


RUE21 INC: Hires A&G Realty Partners as Consultant and Advisor
--------------------------------------------------------------
rue21, Inc., and its debtor-affiliates seek permission from the
U.S. Bankruptcy Court for the Western District of Pennsylvania to
employ A&G Realty Partners as real estate consultant and advisor,
nunc pro tunc to the Petition Date.

The Debtors require A&G to:

     a. consult with the Debtors to discuss the Debtors' goals,
objectives and financial parameters in relation to real estate
leases and properties;

     b. review the Debtors' real estate data and provide rent
reduction projections;

     c. review the Debtors' real estate strategy and provide
guidance as necessary;

     d. negotiate with the Debtors' landlords in order to assist
the Debtors in obtaining modifications of the terms and conditions
of the Debtors' leases ("Lease Modifications");

     e. negotiate with the Debtors' landlords and other third
parties on behalf of the Debtors in order to assist the Debtors in
obtaining the right to terminate certain leases prior to their
scheduled termination dates ("Early Termination Rights");

     f. negotiate with the Debtors' landlords and other third
parties on behalf of the Debtors in order to assist the Debtors in
the sale of certain leases ("Lease Sales");

     g. market the Debtors' leases and properties as necessary;
and

     h. report periodically to the Debtors regarding the status of
the Services.

The Debtors have agreed to pay A&G the proposed compensation and
expense reimbursements as provided in the parties' Service
Agreement:

     a. Retainer

        The Debtors paid A&G a retainer fee in the amount of
$50,000.00 upon execution of the Services Agreement. The retainer
is non-refundable and shall be applied to the fees and expenses due
under the terms of the Services Agreement.

     b. Monetary Lease Modifications (Rent Reductions)

        For each Monetary Lease Modification obtained by A&G on
behalf of the Debtors, A&G shall earn and be paid 4% of the
Occupancy Cost Savings per Lease for the first one-year period and
3% of the Occupancy Cost Savings per Lease for the remainder of the
Lease term. No fee shall be due or payable for any Occupancy Cost
Savings for the option periods. However, in the event that an
option is exercised as part of the renegotiated Lease terms, A&G
will earn a fee the greater of 4% of the Occupancy Cost Savings or
$500.

     c. Non-Monetary Lease Modifications

        For each acceptable Non-Monetary Lease Modification
obtained by A&G on behalf of the Debtors, A&G shall earn and be
paid a fee of $500.00 per Lease.

     d. Early Termination Rights

        For each Early Termination Right obtained by A&G on behalf
of the Debtors, A&G shall earn and be paid a fee of 25% of one
month's Gross Occupancy Cost per Lease. For clarification, this fee
shall not apply to leases terminated by rejection in bankruptcy.

     e. Lease Sales

        For each Lease Sale obtained by A&G on behalf of the
Debtors, A&G shall earn and be paid a fee of 4% of the Gross
Proceeds per Lease.

     f. Other Services

        If requested, A&G shall provide a market rent analysis for
the Leases at a fee of $250.00 per Lease.

     g. Legal Fees

        If requested, A&G shall draft each Lease Modification,
Early Termination Right and Lease Sale Document negotiated on
behalf of the Debtors pursuant to the terms negotiated between A&G
and the landlord and/or third party as applicable. A&G shall work
with the Debtors and the landlord/third party to help ensure that
the proposed transaction is accurately documented and executed in a
timely manner. The Debtors shall pay A&G a fee in the amount of
$300.00 per hour not to exceed a total of two thousand dollars per
Lease.

To date, A&G has been paid $30,900 of its Retainer on account of
fees and expenses in connection with this matter.

A&G will also be reimbursed for reasonable out-of-pocket expenses
incurred.

Andrew Graiser, co-president of A&G Realty Partners, 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 Debtors and their estates.

A&G may be reached at:

      Andrew Graiser
      A&G Realty Partners, LLC
      445 Broadhollow Road Suite 410
      Melville, NY 11747
      Tel: 631-465-9506
      Mobile: 516-946-8982
      Email: andy@agrealtypartners.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 Berkeley Research Group as Financial Advisors
--------------------------------------------------------------
rue21, Inc., and its debtor-affiliates seek permission from the
U.S. Bankruptcy Court for the Western District of Pennsylvania to
employ Berkeley Research Group as financial advisors to the
Debtors, 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 BRG to:

     a. work with the Debtors and the Debtors' other professionals
to prepare materials and execute strategies raised by factors and
credit insurers;

     b. provide advice, at the Debtors' request, to the Debtors'
management team on cash conservation measures and liquidity
forecasting;

     c. assist the Debtors, at their request, with communications
and negotiations with factors, credit insurers, lenders, other
creditors, and other parties-in- interest;

     d. provide, at the Debtors' request, "surge resources" to
reduce pressure on the Debtors' financial teams in responding to
increased information needs; and

     e. provide other services as requested or directed by the
Debtors' CEO, board of directors, or other personnel authorized by
the board of directors, and agreed to by BRG.

The Debtors have agreed to pay BRG the proposed compensation and
expense reimbursements in the Engagement Letter:

     a. Retainer -- BRG received a retainer fee in the amount of
two hundred and fifty thousand dollars ($250,000) upon execution of
the Services Agreement. The retainer is non-refundable and shall be
applied to the fees due under the terms of the Services Agreement.

     b. Completion Fee -- BRG shall receive a fee of $1 million in
the event that a going concern restructuring or sale transaction is
consummated (the "Completion Fee").

     c. Hourly Rates -- All services will be provided at BRG’s
customary hourly rates, subject to periodic adjustments, the hourly
rates charged by the BRG professionals anticipated to be assigned
to this case are as follows:

          Managing Directors         $825-$975
          Directors                  $650-$775
          Professional Staff         $295-$655
          Support Staff              $125-$250

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

Stephen L. Coulombe, managing director at Berkeley Research Group,
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 Debtors and their
estates.

BRG can be reached at:

      Stephen L. Coulombe
      Berkeley Research Group, LLC
      75 State Street, Suite 1805
      Boston, MA 02109
      Tel: 510.285.3300
      Fax: 857.233.4434

                            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 Kurtzman Carson as Administrative Advisor
----------------------------------------------------------
rue21, Inc., and its debtor-affiliates seek permission from the
U.S. Bankruptcy Court for the Western District of Pennsylvania to
employ Kurtzman Carson Consultants LLC administrative advisor for
the Debtors, nunc pro tunc to May 16, 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 KCC to:

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

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

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

     d. provide assistance with preparation of the Debtors'
Schedules of Assets and Liabilities and Statements of Financial
Affairs;

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

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

KCC will charge the Debtors according to KCC's current
Administrative Advisors fee rates.

The Debtors provided KCC a retainer in the amount of $35,000 (the
"Retainer").

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

Evan J. Gershbein, senior vice president of Kurtzman Carson
Consultants 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 Debtors and their estates.

KCC may be reached at:

      Evan J. Gershbein
      Kurtzman Carson Consultants LLC
      22345 Alaska Avenue
      El Segundo, CA 90245
      Tel: 310.751.1803
      E-mail: egershbein@kccllc.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.


SASSAFRAS HILL: Gets Final Approval for Disclosure Statement
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Arkansas
approved the disclosure statement, which explains the proposed
Chapter 11 plan of reorganization for Sassafras Hill
Communications, Inc.

Under the plan, NLACo, which holds a secured claim of $67,377.56,
will be paid $5,744.80 per month, with the payments to begin July
2017 and end July 2018.  The payments will accrue interest at 4.25%
per annum.  The secured claim will be paid via the exit financing
mechanism.  

Sassafras believes that the monthly lease payment from Verizon in
the amount of $5,819.79 will pay off the loan to NLACo by August
2018.  The company has no priority unsecured claims and general
unsecured claims, according to court filings.

               About Sassafras Hill Communications

Since 1998, Sassafras Hill Communications, Inc. has been in the
business of cell tower leasing.  Simmons Bank had started
foreclosure proceedings on all debts that were owed to them by all
entities owed by Julian and Jane Archer, including the Debtor.

The Debtor filed a Chapter 11 petition (Bankr. W.D. Ark. Case No.
14-71225) on April 21, 2014, and is represented by Stanley V. Bond,
Esq.

On May 12, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.


SCIENTIFIC GAMES: 13 Directors Elected by Stockholders
------------------------------------------------------
At Scientific Games Corporation's annual meeting of stockholders
held on June 14, 2017, the stockholders:

   (1) elected Ronald O. Perelman, Kevin M. Sheehan, Richard M.
       Haddrill, Gavin M. Isaacs, Peter A. Cohen, Gerald J. Ford,
       David L. Kennedy, Judge Gabrielle K. McDonald, Paul M.
       Meister, Michael J. Regan, Barry F. Schwartz, Frances F.
       Townsend and Viet D. Dinh to the Board of Directors to
       serve for the ensuing year and until their respective
       successors are duly elected and qualified;

   (2) approved, on an advisory basis, the compensation of the
       Company's named executive officers;

   (3) approved, on an advisory basis, conducting advisory votes
       on the compensation of the Company's named executive
       officers every year; and

   (4) ratified the appointment of Deloitte & Touche LLP as the
       Company's independent auditor for the fiscal year ending
       Dec. 31, 2017.

The Board of Directors of the Company considered the recommendation
of stockholders and intends to conduct an annual advisory
stockholder vote on the compensation of the Company's named
executive officers until the next required advisory vote on the
frequency of stockholder votes on the compensation of the Company's
named executive officers.

                    About Scientific Games

Scientific Games Corporation (NASDAQ:SGMS) is a developer
of technology-based products and services and associated content
for worldwide gaming, lottery and interactive markets.  The
Company's portfolio includes gaming machines, game content and
systems; table games products and shufflers; instant and draw-based
lottery games; server-based lottery and gaming systems; sports
betting technology; loyalty and rewards programs; and interactive
content and services.  For more information, please visit
ScientificGames.com.

Scientific Games reported a net loss of $353.7 million on $2.88
billion of total revenue for the year ended Dec. 31, 2016, compared
to a net loss of $1.39 billion on $2.75 billion of total revenue
for the year ended Dec. 31, 2015.

As of March 31, 2017, Scientific Games had $7.07 billion in total
assets, $9.06 billion in total liabilities and a total
stockholders' deficit of $1.99 billion.

                           *    *    *

In November 2014, Moody's Investors Service downgraded Scientific
Games Corporation's Corporate Family Rating to 'B2' from 'B1'
following the announcement that the company had completed its
merger with Bally Technologies, Inc.

As reported by the TCR on Aug. 9, 2016, S&P Global Ratings lowered
its corporate credit rating on Scientific Games to 'B' from 'B+'.
The outlook is stable.  "The downgrade of Scientific Games reflects
our forecast for lower EBITDA growth and weaker credit measures
than we previously expected," said S&P Global Ratings credit
analyst Ariel Silverberg.


SCIENTIFIC GAMES: Adopts Rights Pact to Protect Stockholder Value
-----------------------------------------------------------------
The Board of Directors of Scientific Games Corporation approved,
and the Company entered into, a Rights Agreement, between the
Company and American Stock Transfer & Trust Company, LLC.  The
Rights Agreement provides for a dividend of one preferred share
purchase right for each share of Class A Common Stock, par value
$0.01 per share of the Company outstanding as of June 29, 2017.
Each Right entitles the holder to purchase from the Company one
ten-thousandth of a share of Series C Junior Participating
Preferred Stock for a purchase price of $109.00, subject to
adjustment as provided in the Rights Agreement.

The Board adopted the Rights Agreement in an effort to protect
stockholder value by strengthening the Company's ability to secure
and maintain the Company's good standing with respect to its
licenses, contracts, franchises and other regulatory approvals
related to the operations of gaming and related businesses now or
hereafter engaged in by the Company or any of its affiliates, which
licenses, contracts, franchises or other approvals are conditioned
upon some or all of the holders of the Company's securities
possessing prescribed qualifications.  The Board determined that
the Company's ability to enforce the provision of Article Tenth of
the Restated Certificate of Incorporation would be potentially
diminished if a 5% or greater shareholder located outside the
United States was found not subject to jurisdiction in the state of
Delaware for purposes of Article Tenth of the Charter and the
Rights Agreement while maintaining the ability to transfer its
shares of the Company without any visibility.  The Rights Agreement
is limited in scope and specifically tailored to address this
concern.  Due to the regulatory regime to which the Company is
subject, any shareholder owning 5% or more of the Company's stock
is already required to comply with the requirements of various
state gaming regulators, including potentially limited submissions
to jurisdiction.  In this regard, the Company believes that the
limited submission to jurisdiction that may be required to comply
with the Rights Agreement is similar to actions that a 5%
shareholder is already required to take in order to comply with the
requirements of a number of the Company's regulators.

In connection with the adoption of the Rights Agreement, the Board
adopted a Certificate of Designation of Series C Junior
Participating Preferred Stock.  The Certificate of Designation was
filed with the Secretary of State of the State of Delaware and
became effective on June 19, 2017.

Additional information is available with the Securities and
Exchange Commission at https://is.gd/pU8xMe

                   About Scientific Games

Scientific Games Corporation (NASDAQ:SGMS) is a developer
of technology-based products and services and associated content
for worldwide gaming, lottery and interactive markets.  The
Company's portfolio includes gaming machines, game content and
systems; table games products and shufflers; instant and draw-based
lottery games; server-based lottery and gaming systems; sports
betting technology; loyalty and rewards programs; and interactive
content and services.  For more information, please visit
ScientificGames.com.

Scientific Games reported a net loss of $353.7 million on $2.88
billion of total revenue for the year ended Dec. 31, 2016, compared
to a net loss of $1.39 billion on $2.75 billion of total revenue
for the year ended Dec. 31, 2015.

As of March 31, 2017, Scientific Games had $7.07 billion in total
assets, $9.06 billion in total liabilities and a total
stockholders' deficit of $1.99 billion.

                           *    *    *

In November 2014, Moody's Investors Service downgraded Scientific
Games Corporation's Corporate Family Rating to 'B2' from 'B1'
following the announcement that the company had completed its
merger with Bally Technologies, Inc.

As reported by the TCR on Feb. 7, 2017, S&P Global Ratings said
that it affirmed its 'B' corporate credit rating on Las Vegas-based
Scientific Games Corp.  The outlook is stable.


SEARS CANADA: CA$450M Financing from Existing Lenders Approved
--------------------------------------------------------------
Sears Canada Inc. (TSX: SCC; NASDAQ: SRSC) and certain of its
subsidiaries on June 22, 2017, won approval from the Ontario
Superior Court of Justice (Commercial List) to obtain
debtor-in-possession financing in the aggregate principal amount of
CA$450 million, with (i) the Company's existing ABL lenders, with
Wells Fargo Capital Finance Corporation acting as administrative
agent, and (ii) the Company's existing term loan lenders, with GACP
Finance Co., LLC, acting as administrative agent.

The DIP Financing was approved as part of the Ontario Court's
initial order in proceedings under the Companies' Creditors
Arrangement Act ("CCAA").  The Initial Order provides for a stay of
proceedings in favor of the Sears Canada Group until July 22,
2017.

The DIP Financing is expected to provide the Sears Canada Group
with sufficient liquidity to maintain business operations
throughout the CCAA proceedings.  The Sears Canada Group will work
to complete its restructuring in a timely fashion and hopes to exit
CCAA protection as soon as possible in 2017, better positioned to
capitalize on the opportunities that exist in the Canadian retail
marketplace.

Billy Wong, Executive Vice-President and Chief Financial Officer of
Sears Canada, explained that Sears Canada and its subsidiaries
urgently need to secure access to interim financing to successfully
restructure their business.  Because of its current liquidity
challenges, and as demonstrated in the 13-week cash flow forecast,
the Sears Canada Group requires interim financing to provide
stability, continue going concern operations and to restructure its
business as a part of its CCAA proceeding.

Subject to certain terms and conditions, the Term Loan Lenders and
the Revolving Facility Lenders have agreed to provide two interim
financing facilities. The DIP Facility consists of a $300 million
revolving credit facility as well as a term loan in the amount of
the USD equivalent of CA$150 million.  The DIP Facility is
guaranteed, jointly and severally, by the Applicants.

The funds available under the DIP Facility will be used to meet the
Sears Canada Group's funding requirements during the CCAA
proceedings in accordance with the Cash Flow Forecast, including
the payment of professional fees and other costs and expenses in
connection with the CCAA proceedings.

The DIP Facility includes the following commercial terms:

     (a) Interest: (i) DIP Term Loan: LIBOR + 11.0% (with a floor
                       of 1%) or U.S. prime rate + 10.0%.

                  (ii) DIP Revolver (on cash advances): LIBOR +
                       4.50% or Prime rate + 3.50%.

                 (iii) DIP Revolver (on LOCs): (a) 4.50% per
                       annum, in the case of a Standby LOC; and
                       (b) 4.00% per annum, in the case of a
                       merchandise (commercial) LOC.

     (b) Commitment Fee: DIP Term Loan: 3.5%. DIP Revolver: 1.25%.

     (c) Unused Line Fee: DIP Revolver: 0.375%.

     (d) Exit Fee: DIP Term Loan 1.5%.184

There are a number of outstanding and undrawn LOCs under the
Revolving Credit Facility. In the event that a beneficiary draws on
an LOC from and after the commencement of these CCAA proceedings,
Sears Canada's obligation to reimburse the Revolver Lenders is
triggered.  The DIP Facility provides that from and after the
comeback hearing, the amount of any outstanding Reimbursement
Obligation will be deemed to be an advance under the DIP Revolver
secured by the DIP Revolver Charge.

Undrawn LOCs remain obligations of Sears Canada under the Revolving
Credit Facility.  Pursuant to the DIP Agreement, the undrawn LOCs
will be cash collateralized by Sears Canada following the comeback
hearing from cash on hand or through the use of the DIP Facility.
The funds to cash collateralize the undrawn LOCs will be deposited
into the L/C Collateral Account.

As part of the Sears Canada Group's consideration of strategic
alternatives, Sears Canada's current lenders were canvassed on
their willingness to provide DIP financing.  In the view of the
Financial Advisor, the Sears Canada Group's existing lenders were
in the best position to provide DIP financing in a timely manner as
they were already familiar with the Sears Canada Group, its complex
business, and its collateral base.  

Although discussions were held with another potential financier,
BMO Nesbitt Burns Inc., the financial advisor of the Applicants,
was of the view that, given the rapidly deteriorating financial
position of the Applicants, any non-current lender would likely be
unable to conduct due diligence and provide committed DIP financing
in the urgent timeframe required. Further, a DIP facility provided
by Sears Canada's current lenders will avoid potentially
distracting litigation involving a third party priming DIP
facility.

The DIP Revolver and the DIP Term Loan are proposed to be secured
by Court-ordered security interests, liens and charges on all of
the present and future assets, property and undertaking of the
Applicants, including any cash on hand at the day of the filing.
The DIP Lenders' Charges will not secure any obligation that exists
before the Initial Order is made.  The DIP  Lenders' Charges are to
have priority over all other security interests, charges and liens
other than the Administration Charge, the FA Charge, the KERP
Priority Charge and the Directors' Priority Charge.  The DIP
Revolver Charge is to have priority over the DIP Term Loan Charge
with respect to the Wells Fargo Priority Collateral.  The DIP Term
Loan Charge is to have priority over the DIP Revolver Charge with
respect to all other Property.

Notwithstanding any other provision of the proposed Initial Order
to be entered by the Ontario Court, the L/C Collateral Account
shall be deemed to be subject to a lien, security, charge, and
security interest in favour of Wells Fargo in its capacity as Agent
under the DIP Revolving Credit Agreement (the "DIP Revolver
Agent").  The charges as they may attach to the L/C Collateral
Account, including by operation of law or otherwise (a) shall rank
junior in priority to the lien, security, charge, and security
interest in favour of the DIP Revolver Agent in respect of the L/C
Collateral Account; and (b) shall attach to the L/C Collateral
Account only to the extent of the rights, if any, of any Sears
Canada Group entity to the return of any cash from the L/C
Collateral Account in accordance with the DIP Revolving Credit
Agreement.  It is a condition precedent to the availability of the
DIP Facility that the Initial Order be in form and substance
satisfactory to the DIP Lenders, including in respect of the
granting of the DIP Lenders' Charges.  

The maturity date of the DIP Facility is the earliest of (i)
December 21, 2017; (ii) termination of the DIP Facility by Sears
Canada; and (iii) the occurrence of an "Event of Default" to be
defined in each applicable DIP Credit Agreement.  The DIP Credit
Agreements also contain a series of milestones that are required to
be met.

                        About Sears Canada

Sears Canada Inc. (TSX: SCC; NASDAQ: SRSC) --
http://www.sears.ca/reinvention-- is one of Canada's largest
multi-format retailers, employing 17,000 people at 225 stores
across Canada and at its head office in Toronto, Ontario (as of
June 22, 2017).  Sears Canada and its subsidiaries sell goods and
services through its full-line department stores, Sears Home, Sears
Hometown, Sears Outlet, and Corbeil stores, and via its online
sales platform.  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.

As of June 13, 2017, Sears Holdings Corp. CEO Edward S. Lampert and
his investment fund ESL Investments, Inc., held 46,162,515 common
shares, representing 45.3% of Sears Canada's total outstanding
common shares.  In addition, Sears Holdings held 11,962,391 common
shares, representing 11.7% of the shares outstanding. Fairholme
Capital Management, LLC held 20,375,533 shares, representing 20% of
the shares outstanding.

The Company's balance sheet as of April 29, 2017, showed total
assets of CA$1.187 billion against total liabilities of CA$1.108
billion.

Amid mounting losses and liquidity constraints Sears Canada and
certain of its subsidiaries on June 22, 2017, applied to the
Ontario Superior Court of Justice (Commercial List) for protection
under the Companies' Creditors Arrangement Act ("CCAA"), in order
to continue to restructure its business.

The Company has engaged BMO Capital Markets, as financial advisor,
and Osler, Hoskin & Harcourt LLP, as legal advisor.  The Board of
Directors and the Special Committee of the Board of Directors of
the Company has retained Bennett Jones LLP, as legal advisor.

FTI Consulting is the Court-appointed monitor.  The Monitor tapped
Norton Rose Fulbright Canada LLP as counsel.


SEARS CANADA: CCAA Case Summary & List of Advisors
--------------------------------------------------
Lead Applicant: Sears Canada Inc.
                Ontario, Canada
                290 Yonge Street, Suite 700
                Toronto, Ontario
                Web site: http://www.sears.ca
                E-mail: home@sears.ca

Business Description: Sears Canada Inc. (TSX: SCC; NASDAQ: SRSC)
                      is an independent Canadian online and store
                      retailer spun off from Sears Holdings Corp.
                      in 2012.

                      The Sears Canada Group is one of Canada's
                      largest multi-format retailers, employing
                      approximately 17,000 people at 225 stores
                      across Canada and at its head office in
                      Toronto, Ontario.

                      The principal activities of Sears Canada and

                      its subsidiaries include the sale of goods
                      and services through its full-line
                      department stores, Sears Home, Sears
                      Hometown, Sears Outlet, and Corbeil stores,
                      and via its online sales platform.

Proceedings: In the matter of Companies' Creditors Arrangement Act

             ("CCAA") and in matter of a Plan of Compromise or
             Arrangement of Sears Canada and its subsidiaries.

Related entities that simultaneously commenced CCAA proceedings:

   1. Sears Canada Inc.,
   2. Corbeil Electrique Inc.,
   3. S.L.H. Transport Inc.,
   4. The Cut Inc.,
   5. Sears Contact Services Inc.,
   6. Initium Logistics Services Inc.,
   7. Initium Commerce Labs Inc.,
   8. Initium Trading and Sourcing Corp.,
   9. Sears Floor Covering Centres Inc.,
  10. 173470 Canada Inc.,
  11. 2497089 Ontario Inc.,
  12. 6988741 Canada Inc.,
  13. 10011711 Canada Inc.,
  14. 1592580 Ontario Limited.,
  15. 955041 Alberta Ltd.,
  16. 4201531 Canada Inc.,
  17. 168886 Canada Inc., and
  18. 3339611 Canada Inc.

Application Date: June 21, 2017

Court: Ontario Superior Court of Justice (Commercial List)

Total Assets: CA$1.187 billion as of April 29, 2017

Total Liabilities: CA$1.108 billion as of April 29, 2017

Applicants'
Legal Advisor:  OSLER, HOSKIN & HARCOURT LLP
                Box 50, 1 First Canadian Place
                Toronto, Canada
                Marc Wasserman
                Tel: 416.862.4908
                E-mail: mwasserman@osler.com

                Jeremy Dacks
                Tel: 416.862.4923
                Email: jdacks@osler.com

                Michael De Lellis
                Tel: 416.862.5997
                Email: mdelellis@osler.com

                Tracy Sandler
                Tel: 416.862.5890
                E-mail: tsandler@osler.com

                Shawn Irving
                Tel: 416.862.4733
                E-mail: sirving@osler.com

                Martino Calvaruso
                Tel: 416.862.6665
                E-mail: mcalvaruso@osler.com

                Karin Sachar
                Tel: 416.862.5949
                E-mail: Ksachar@osler.com
                Fax: 416.862.6666

Applicants'
Financial
Advisor:        BMO NESBITT BURNS INC.
                d/b/a BMO CAPITAL MARKETS

Special
Committee of
the Board of
Directors'
Legal Advisor:  BENNETT JONES LLP
                3400 One First Canadian Place
                P.O. Box 130
                Toronto, Ontario M5X 1A4

                Gary Solway
                Tel: 416.777.6555
                E-mail: solwayg@bennettjones.com

                Raj Sahni
                Tel: 416.777.4804
                E-mail: sahnir@bennettjones.com

                Sean Zweig
                Tel: 416.777.6254
                E-mail: zweigs@bennettjones.com
                Fax: 416.863.1716

Court-
Approved
Monitor:        FTI CONSULTING CANADA INC.
                TD Waterhouse Tower
                79 Wellington Street West
                Suite 2010, P.O. Box 104
                Toronto, Ontario M5K 1G8
                Telephone: 416.649.8113
                Toll Free: 1 855-649-8113
                E-mail: searscanada@fticonsulting.com
                http://cfcanada.fticonsulting.com/searscanada

                Greg Watson
                Tel: 416.649.8077
                E-mail: greg.watson@fticonsulting.com

                Paul Bishop
                Tel: 416.649.8100
                E-mail: paul.bishop@fticonsulting.com

                Jim Robinson
                Tel: 416.649.8070
                E-mail: jim.robinson@fticonsulting.com
                Fax: 416.649.8101

Monitor's
Counsel:        NORTON ROSE FULBRIGHT CANADA LLP
                Royal Bank Plaza, South Tower, Suite 3800
                200 Bay Street, P.O. Box 84
                Toronto, Ontario M5J 2Z4

                Orestes Pasparakis
                Tel: +1 416.216.4815
                E-mail: orestes.pasparakis@nortonrosefulbright.com

                Virginie Gauthier
                Tel: +1 416.216.4853
                E-mail: virginie.gauthier@nortonrosefulbright.com

                Alan Merskey
                Tel: +1 416.216.4805
                E-mail:alan.merskey@nortonrosefulbright.com

                Evan Cobb
                Tel: +1 416.216.1929
                E-mail: evan.cobb@nortonrosefulbright.com

                Catherine Ma
                Tel: 416 216 4838
                E-mail: catherine.ma@nortonrosefulbright.com
                Fax: +1 416.216.3930

Lawyers to
Wells Fargo
Capital Finance
Corporation
Canada:         GOODMANS LLP
                Bay Adelaide Centre
                333 Bay Street, Suite 3400
                Toronto, Ontario M5H 2S7

                Joe Latham
                Tel: 416.597.4211
                E-mail: jlatham@goodmans.ca

                Jean Anderson
                Tel: 416.597.4297
                E-mail: janderson@goodmans.ca

                Dan Dedic
                Tel: 416.597.4232
                E-mail: ddedic@goodmans.ca
                Fax: 416.979.1234

Lawyers to
GACP Finance
Co., LLC:       CASSELS BROCK & BLACKWELL LLP
                Suite 2100, Scotia Plaza
                40 King Street West
                Toronto, Ontario M5H 3C2

                Ryan Jacobs
                Tel: 416.860.6465
                E-mail: rjacobs@casselsbrock.com

                Jane Dietrich
                Tel: 416.860.5223
                E-mail: jdietrich@casselsbrock.com

                Michael Wunder
                Tel: 416.860.6484
                E-mail: mwunder@casselsbrock.com

                Ben Goodis
                Tel: 416.869.5312
                E-mail: bgoodis@casselsbrock.com
                Fax: 416.640.3144

Counsel to
Store
Catalogue
Retiree
Group:          KOSKIE MINSKY LLP
                20 Queen Street West, Suite 900,
                Box 52
                Toronto, Ontario M5H 3R3

                Andrew J. Hatnay
                Tel: 416.595.2083
                Fax: 416.977.3316
                E-mail: ahatnay@kmlaw.ca

Lawyers to
Financial
Services
Commission
of Ontario:     PALIARE ROLAND ROSENBERG ROTHSTEIN LLP
                155 Wellington St West 35th Floor
                Toronto, Ontario M5V 3H1

                Ken Rosenberg
                Tel: 416.646.4304
                Fax: 416.646.4301
                E-mail: ken.rosenberg@paliareroland.com

                Max Starnino
                Tel: 416.646.7431
                Fax: 416.646.4301
                E-mail: max.starnino@paliareroland.com

                Lily Harmer
                Tel: 416.646.4326
                Fax: 416.646.4301
                E-mail: lily.harmer@paliareroland.com


SEARS CANADA: Commences Proceedings Under Canada's CCAA
-------------------------------------------------------
Sears Canada Inc. (TSX: SCC; NASDAQ: SRSC) and certain of its
subsidiaries on June 22, 2017, applied to the Ontario Superior
Court of Justice (Commercial List) for protection under the
Companies' Creditors Arrangement Act ("CCAA"), in order to continue
to restructure its business.

If granted, the Sears Canada Group will work to complete its
restructuring in a timely fashion and hopes to exit CCAA protection
as soon as possible in 2017, better positioned to capitalize on the
opportunities that exist in the Canadian retail marketplace.

"The Sears Canada Group is entering these proceedings with the
intention of emerging as a strong, more focused competitor in the
Canadian retail industry.  It plans to continue to operate a large
number of stores, continue to maintain significant employment, and
to service its customers across Canada.  However, to achieve that
goal and to right-size its business, the Sears Canada Group
anticipates that a number of stores will have to be closed,
operating costs reduced, business lines exited, and headcount
reductions implemented.  Management expects that the company that
emerges from this CCAA proceeding will be well-positioned to
capitalize on the opportunities that exist in the Canadian retail
marketplace. In order to achieve that objective and to continue
their restructuring efforts, the Applicants require a stay of
proceedings and related relief under the CCAA," Billy Wong,
Executive Vice-President and Chief Financial Officer of Sears
Canada, said in an affidavit submitted to the Ontario Court.

The filing was not unexpected as the Company has incurred
significant losses for the past several years and announced in
mid-June that it is considering a financial restructuring or sale.

Sears Canada was spun-off as an independent company in 2012.  But
Sears Holdings, which owns both the Sears and Kmart brands in the
United States, still owns 12% of its shares.  Sears Holdings CEO
and principal shareholder Eddie Lampert also own a total of 45% of
Sears Canada.

                          Initial Order

Sears Canada and its subsidiaries on June 22, 2017, were
immediately granted an order (the "Initial Order") from the Ontario
Court under the Companies' Creditors Arrangement Act (the "CCAA").

Among other things, the Initial Order provides for a stay of
proceedings in favor of the Sears Canada Group for an initial
period of 30-days, subject to extension thereafter as the Court
deems appropriate, and the appointment of FTI Consulting Canada
Inc. as Monitor in the CCAA proceedings.  

The Initial Order also authorizes the Sears Canada Group to obtain
debtor-in-possession financing in the aggregate principal amount of
CA$450 million (the "DIP Financing"), with (i) the Company's
existing ABL lenders, with Wells Fargo Capital Finance Corporation
acting as administrative agent, and (ii) the Company's existing
term loan lenders, with GACP Finance Co., LLC acting as
administrative agent.

The Initial Order does not apply to Sears Canada pension plan
assets -- i.e., the amounts that have previously been contributed
into the pension plan -- which assets are held separate from the
assets of the Sears Canada Group. Accordingly, monthly pension
payments to beneficiaries from that pension plan are not affected
by the Initial Order and will continue in accordance with the terms
of the plan.

                        Capital Structure

As at April 29, 2017, the Sears Canada Group had (i) total assets
of $1.187 billion, including current assets of $942 million and
noncurrent assets of $245 million, and (ii) total liabilities of
$1.108 billion, including current liabilities of $528 million and
non-current liabilities of $580 million.

The Sears Canada Group's long-term liabilities consist primarily of
the $120.4 million obligation in respect of long-term debt and the
$294.9 million obligation in respect of Sears Canada's retirement
plans.

As of June 17, 2017, the Sears Canada Group had cash on hand of
$125.3 million and inventory with a cost value of $648.1 million.

The secured debt and credit facilities are comprised of:

   * a CA$33 million outstanding under a $300 million senior
secured revolving credit facility (the "Revolving Credit Facility")
plus are 35 letters of credit (each an "LOC") outstanding as of May
26, 2017 in the aggregate principle amount of $117.3 million, as
well as merchandise LOCs outstanding in the aggregate principal
amount of approximately US$14.3 million, under a Credit Agreement
dated Sept. 10, 2010, (Wells Fargo Credit Agreement") with Wells
Fargo Capital Finance Corporation Canada as Administrative Agent
and Co-Collateral Agent together with a number of other lenders
(the "Revolving Facility Lenders").

   * a term loan of US$93.9 million (CA$125 million) outstanding
under a Credit Agreement dated March 20, 2017 (the "GACP Credit
Agreement") with GACP Finance Co., LLC ("GACP") as Administrative
Agent and Syndication Agent and the lenders currently participating
in the syndicate (the "Term Loan Lenders").

                       Continuing Losses

The Sears Canada Group has experienced declining sales and
significant losses, with net losses beginning in 2014.107

Mr. Wong said that factors contributing to this decline in
financial performance include (i) a general weakening of the
traditional Canadian retail industry; (ii) unsustainable fixed
costs from an overly-broad footprint; (iii) the decline of the
catalogue business; (iv) lower than expected conversion of
catalogue customers to online customers; (v) the inability to
secure an agreement with a financial institution for the management
of the Sears Canada Group's credit and financial services
operations; and (vi) the weakening of the Canadian dollar.

As a result of the Sears Canada Group's poor financial performance
and considerable negative press, vendors supplying inventory to
Sears Canada have increasingly been imposing reduced terms on the
company. This has further exacerbated liquidity issues.

Additionally, according to Mr. Wong, the Sears Canada Group faces
certain challenges with respect to its pension and post-retirement
benefit obligations. While the Sears Canada Group is up-to-date
with the current required contributions to the Sears Pension Plan,
the DB Component of the Sears Pension Plan has a large funding
deficit when calculated on a wind-up basis and the yearly special
payments place a significant strain on the liquidity available to
conduct ongoing operations.  The funding deficit has become a
significant risk and impediment to the Sears Canada Group's ongoing
business.

The Sears Canada Group has taken a number of steps to re-engineer
its business for long-term growth, including leveraging technology
to transform from a bricks-and-mortar retail platform to an
e-commerce retailer with supporting stores.  To this end, Sears
Canada launched Initium Commerce Lab, an innovation hub, to design
and implement a modernized technology platform for Sears Canada.
Sears Canada has also reduced square footage and changed store
product mix, launched a new off-price retail business called "The
Cut", closed certain underperforming stores, improved logistics,
and consolidated distribution operations and reduced costs.

The Sears Canada Group has been funding these initiatives through
monetization of real estate assets, sale of joint venture
interests, and, the Initial Term Loan under the GACP Credit
Agreement that was advanced on March 20, 2017.  It has become
apparent that the second tranche of the Term Loans -- the Delay
Draw Term Loan -- of up to the U.S. dollar equivalent of CA$175
million cannot be funded in a timely manner or at all. The Term
Loan Lenders recently communicated to Sears Canada that they are
only willing to lend an amount up to $109.1 million under the Delay
Draw Term Loan, which is significantly less than the $175 million
originally expected.  Ultimately, Sears Canada concluded
that it was not prudent to encumber its remaining real estate
assets for borrowings of only $109.1 million.

The inability to access the Delay Draw Term Loan has resulted in
increased strain on Sears Canada's liquidity.  In addition, Sears
Canada's management recently noted that there was significant doubt
as to the company's ability to continue as a going concern in its
consolidated quarter-end financial statements filed on June 13,
2017.  Management also noted that Sears Canada's ability to
continue to satisfy its obligations as they became due and
implement its business plan in the ordinary course was uncertain
due to Sears Canada's inability to borrow the full amount of the
second tranche of funding and the lack of timely, available
alternative sources of liquidity.  The Applicants cannot complete
the implementation of their operational restructuring without
additional liquidity and the stability created by a stay of
proceedings under the CCAA.

                         Investor Matters

As a result of the CCAA filing, the TSX and NASDAQ have suspended
trading of the common shares of the Company and the TSX has
initiated an expedited delisting review.  There can be no certainty
as to timing or likelihood that the common shares will recommence
trading on the TSX, NASDAQ or any other exchange or market.

Mr. Shahir Guindi, a Director of the Corporation, has resigned his
post due to time constraints in his schedule.

Sears Canada is required pursuant to section 133(1)(b) of the CBCA
to call and, pursuant to the rules of the Toronto Stock Exchange,
to hold an annual meeting of its shareholders by no later than July
28, 2017.  

On June 13, 2017, Sears Canada postponed the annual meeting
scheduled for June 14, 2017, to a date to be determined.  holding
the annual meeting of shareholders during the CCAA proceedings
would divert the attention of senior management away from the
restructuring.  Accordingly, Sears Canada has asked the Ontario
Court to relieve it of any obligation to call and hold an annual
meeting of shareholders or to appoint an additional director
pending any further order of the Court.
                    
A copy of the CCAA Initial Order is available at:

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

                        About Sears Canada

Sears Canada Inc. (TSX: SCC; NASDAQ: SRSC) --
http://www.sears.ca/reinvention-- is one of Canada's largest
multi-format retailers, employing 17,000 people at 225 stores
across Canada and at its head office in Toronto, Ontario (as of
June 22, 2017).  Sears Canada and its subsidiaries sell goods and
services through its full-line department stores, Sears Home, Sears
Hometown, Sears Outlet, and Corbeil stores, and via its online
sales platform.  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.

As of June 13, 2017, Sears Holdings Corp. CEO Edward S. Lampert and
his investment fund ESL Investments, Inc., held 46,162,515 common
shares, representing 45.3% of Sears Canada's total outstanding
common shares.  In addition, Sears Holdings held 11,962,391 common
shares, representing 11.7% of the shares outstanding. Fairholme
Capital Management, LLC held 20,375,533 shares, representing 20% of
the shares outstanding.

The Company's balance sheet as of April 29, 2017, showed total
assets of CA$1.187 billion against total liabilities of CA$1.108
billion.

Amid mounting losses and liquidity constraints, Sears Canada and
certain of its subsidiaries on June 22, 2017, applied to the
Ontario Superior Court of Justice (Commercial List) for protection
under the Companies' Creditors Arrangement Act ("CCAA"), in order
to continue to restructure its business.

The Company has engaged BMO Capital Markets, as financial advisor,
and Osler, Hoskin & Harcourt LLP, as legal advisor.  The Board of
Directors and the Special Committee of the Board of Directors of
the Company has retained Bennett Jones LLP, as legal advisor.

FTI Consulting is the Court-appointed monitor.  The Monitor tapped
Norton Rose Fulbright Canada LLP as counsel.


SEARS CANADA: Required to Complete Bidding for Stores by Sept. 25
-----------------------------------------------------------------
After obtaining an initial order from the Ontario Superior Court of
Justice (Commercial List), Sears Canada Inc. and its subsidiaries
intend to promptly serve in their proceedings under the Companies'
Creditors Arrangement Act ("CCAA") a motion or motions   seeking
the Court's approval of:

   (a) a comprehensive and flexible sale and investor solicitation
process that will seek and evaluate a broad range of potential
transactions (the "SISP"), to be conducted by financial advisor BMO
Nesbitt Burns Inc. under the supervision of the monitor FTI
Consulting Canada. It is contemplated that the process will be open
to both third parties and the company's landlords;

   (b) the liquidation of inventory in certain stores that will be
closing as part of these proceedings and associated sale
guidelines; and

  (c) the Sears Canada Group ceasing to: (i) make special payments
with respect to the defined benefit portion of the Sears Pension
Plan and (ii) make payments with respect to other post-retirement
benefits under the PRB Plan.

Sears Canada and its subsidiaries at a hearing on June 22, 2017,
were immediately granted an order (the "Initial Order") from the
Ontario Court under the CCAA.  The Court ordered that the comeback
motion will be heard on July 13, 2017 (the “Comeback Motion”).

The agreements for debtor-in-possession financing in the aggregate
principal amount of CA$450 million, with (i) the Company's existing
ABL lenders, with Wells Fargo Capital Finance Corporation acting as
administrative agent, and (ii) the Company's existing term loan
lenders, with GACP Finance Co., LLC, acting as administrative
agent, require that these milestones, among others, be met:

    (a) Sears Canada must commence CCAA proceedings and obtain the
Initial Order on or prior to June 23, 2017;

    (b) The Comeback Motion in respect of the Initial Order, which
will be in form and substance satisfactory to each Agent, and which
will include seeking authority to implement the SISP and approve
the DIP Lenders' Charges on a final basis, shall
be heard on or before July 13, 2017;

    (c) On or before July 21, 2017, the Court will enter an order
approving the SISP (the "SISP Order"), which shall be in form and
substance acceptable to each Agent;

    (d) Within 3 Business Days of the issuance of the SISP Order,
Sears Canada shall forward process letters to potential bidders;

    (e) On or before Sept. 25, 2017, Sears Canada, with the consent
of each Agent and the DIP Lenders, shall have selected the binding
bid(s) (the "Successful Bid(s)") and negotiated definitive
documentation in respect of the Successful Bid(s) in form and
substance acceptable to each Agent and the DIP Lenders;

    (f) On or before Sept. 27, 2017, Sears Canada, with the consent
of each Agent and the DIP Lenders, shall have identified store
locations, if any, where the inventory at such locations are not
included in any Successful Bid(s) and shall have sought the
required authority to and shall have commenced store closure sales
for all such locations and inventory located thereon;

    (g) On or before Sept. 29, 2017, Sears Canada will have served
a motion seeking approval of the Successful Bid(s) by the Court;

    (h) On or before Oct. 4, 2017, the Court shall have approved
the Successful Bid(s); and

    (i) On or before Oct. 25, 2017, Sears Canada shall have
consummated the Successful Bid(s), which shall be in form and
substance acceptable to the Agent and the DIP Lenders.

                        About Sears Canada

Sears Canada Inc. (TSX: SCC; NASDAQ: SRSC) --
http://www.sears.ca/reinvention-- is one of Canada's largest
multi-format retailers, employing 17,000 people at 225 stores
across Canada and at its head office in Toronto, Ontario (as of
June 22, 2017).  Sears Canada and its subsidiaries sell goods and
services through its full-line department stores, Sears Home, Sears
Hometown, Sears Outlet, and Corbeil stores, and via its online
sales platform.  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.

As of June 13, 2017, Sears Holdings Corp. CEO Edward S. Lampert and
his investment fund ESL Investments, Inc., held 46,162,515 common
shares, representing 45.3% of Sears Canada's total outstanding
common shares.  In addition, Sears Holdings held 11,962,391 common
shares, representing 11.7% of the shares outstanding. Fairholme
Capital Management, LLC held 20,375,533 shares, representing 20% of
the shares outstanding.

The Company's balance sheet as of April 29, 2017, showed total
assets of CA$1.187 billion against total liabilities of CA$1.108
billion.

Amid mounting losses and liquidity constraints Sears Canada and
certain of its subsidiaries on June 22, 2017, applied to the
Ontario Superior Court of Justice (Commercial List) for protection
under the Companies' Creditors Arrangement Act ("CCAA"), in order
to continue to restructure its business.

The Company has engaged BMO Capital Markets, as financial advisor,
and Osler, Hoskin & Harcourt LLP, as legal advisor.  The Board of
Directors and the Special Committee of the Board of Directors of
the Company has retained Bennett Jones LLP, as legal advisor.

FTI Consulting is the Court-appointed monitor.  The Monitor tapped
Norton Rose Fulbright Canada LLP as counsel.


SEARS CANADA: To Close 59 Stores, Fire 2,900 Employees
------------------------------------------------------
On the day that it applied before the Ontario Superior Court of
Justice (Commercial List) for protection under the Companies'
Creditors Arrangement Act ("CCAA"), Sears Canada Inc. (TSX: SCC;
NASDAQ: SRSC) announced the closing of 20 full-line locations, plus
15 "Sears Home" Stores, 10 "Sears Outlet" and 14 "Sears Hometown"
locations.

The specific timing of the store closings has not yet been
finalized.

Billy Wong, Executive Vice-President and Chief Financial Officer of
Sears Canada, said in an affidavit submitted to the Ontario Court
that after the store closures are complete, it is anticipated that
the Sears Canada Group will have 75 full-line department stores
(including one pop-up shop), 8 Sears Home stores, 49 Hometown
stores, 32 Corbeil stores, and 0 Outlet stores.

Sears Canada also announced that the closures will result in a
reduction in its workforce of approximately 2,900 positions across
its retail network and at its corporate head office in Toronto.

"The Sears Canada Group intends to eliminate approximately 500
non-store level positions immediately upon filing.  Additional
headcount reductions in the amount of approximately 2,400 will
result from store closures.  At this time, it is expected that some
or all of these store level employees will be provided with working
notice of termination.  Further, it is anticipated that adjustments
to compensation arrangements for certain store level employees will
be made during the CCAA proceedings," Mr. Wong said.

All other Sears Canada stores and the Sears e-commerce Web site
http://www.sears.ca/continue to be open for business.

The stores that the Company anticipates closing are:

A. Sears Full-Line:

   1. Medicine Hat, AB
   2. Grande Prairie, AB
   3. Lloydminster, AB
   4. Red Deer Relocation, AB
   5. Kamloops Aberdeen Mall, BC
   6. Bathurst, NB
   7. Saint John, NB
   8. Corner Brook, NL
   9. Truro Mall, NS
  10. Dartmouth, NS
  11. Brockville, ON
  12. Sault Ste. Marie, ON
  13. Hull, QC
  14. Chicoutimi, QC
  15. St. Georges de Beauce, QC
  16. Alma, QC
  17. Drummondville, QC
  18. Regina, SK
  19. Moose Jaw, SK
  20. Prince Albert, SK

B. Hometown:

   1. Cold Lake, AB
   2. St. Albert, AB
   3. Okotoks, AB
   4. Spruce Grove, AB
   5. Ft. McMurray, AB
   6. Leduc, AB
   7. Sherwood Park, AB
   8. Creston, BC
   9. Sechelt, BC
  10. Grand Forks, BC
  11. Orangeville, ON
  12. Rimouski, QC
  13. Rouyn-Noranda, QC
  14. Melville, SK

C. Outlet:

   1. Abbotsford Retail, BC
   2. Winnipeg Garden City, MB
   3. Halifax Outlet, NS
   4. Cornwall, ON
   5. Chatham, ON
   6. Cambridge, ON
   7. Timmins, ON
   8. St. Eustache, QC
   9. Montreal Place Vertu, QC
  10. Sorel, QC

D. Sears Home:

   1. Calgary, AB
   2. Edmonton Skyview, AB
   3. Ancaster, ON
   4. Woodbridge, ON
   5. London, ON
   6. Scarborough, ON
   7. Kingston, ON
   8. Ottawa East, ON
   9. Sudbury, ON
  10. Windsor, ON
  11. Orillia, ON
  12. St. Bruno, QC
  13. Laval, QC
  14. Quebec City, QC
  15. Ste. Foy, QC

                        About Sears Canada

Sears Canada Inc. (TSX: SCC; NASDAQ: SRSC) --
http://www.sears.ca/reinvention-- is one of Canada's largest
multi-format retailers, employing 17,000 people at 225 stores
across Canada and at its head office in Toronto, Ontario (as of
June 22, 2017).  Sears Canada and its subsidiaries sell goods and
services through its full-line department stores, Sears Home, Sears
Hometown, Sears Outlet, and Corbeil stores, and via its online
sales platform.  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.

As of June 13, 2017, Sears Holdings Corp. CEO Edward S. Lampert and
his investment fund ESL Investments, Inc., held 46,162,515 common
shares, representing 45.3% of Sears Canada's total outstanding
common shares.  In addition, Sears Holdings held 11,962,391 common
shares, representing 11.7% of the shares outstanding. Fairholme
Capital Management, LLC held 20,375,533 shares, representing 20% of
the shares outstanding.

The Company's balance sheet as of April 29, 2017, showed total
assets of CA$1.187 billion against total liabilities of CA$1.108
billion.

Amid mounting losses and liquidity constraints Sears Canada and
certain of its subsidiaries on June 22, 2017, applied to the
Ontario Superior Court of Justice (Commercial List) for protection
under the Companies' Creditors Arrangement Act ("CCAA"), in order
to continue to restructure its business.

The Company has engaged BMO Capital Markets, as financial advisor,
and Osler, Hoskin & Harcourt LLP, as legal advisor.  The Board of
Directors and the Special Committee of the Board of Directors of
the Company has retained Bennett Jones LLP, as legal advisor.

FTI Consulting is the Court-appointed monitor.  The Monitor tapped
Norton Rose Fulbright Canada LLP as counsel.


SII LIQUIDATION: Court Denies Hahn's Request for Status Conference
------------------------------------------------------------------
Judge Russ Kendig of the U.S. Bankruptcy Court for the Northern
District of Ohio, Eastern Division, denied the motion of Hahn
Loeser & Parks LLP, Lawrence E. Oscar, and Andrew Krause for a
telephonic status conference.

On May 30, 2017, the Bankruptcy Court entered an order granting the
Defendants' motion for sanctions but it did not determine the
amount of monetary sanctions.  The Defendants were provided until
June 26, 2017, to file an itemization of the fees and expenses
incurred.  Plaintiff Schwab Industries, Inc., now known as SII
Liquidation Co., was provided until July 21, 2017, to object.

On June 14, 2017, the Plaintiff filed a Second Amended Notice of
Appeal to the District Court for the Northern District of Ohio
appealing the Bankruptcy Court's order granting sanctions for the
Defendants.  On June 16, 2017, the Defendants filed a motion for
telephonic status conference.

Presently, the Plaintiff's pending appeal divests the Bankruptcy
Court of jurisdiction.  The only remaining issue in this adversary
proceeding is a determination of the monetary amount of the
sanctions.  The Bankruptcy Court's determination regarding the
amount of sanctions is related to the pending appeal of its order
granting the Defendants' motion for sanctions.  Until the District
Court rules on the pending appeal, Bankruptcy Court lacks
jurisdiction to rule on any motions related to granting of
sanctions, the Bankruptcy Court held.

The Plaintiff's appeal to the District Court divests the Bankruptcy
Court of jurisdiction on the remaining matters during the pendency
of the appeal.  Accordingly, the Defendants' motion for a
telephonic status conference is denied.  The deadlines for
submitting an itemization of fees and expenses are stayed pending
the outcome of the Plaintiff's appeal.

The adversary proceeding is SCHWAB INDUSTRIES, INC., Plaintiff, v.
HUNTINGTON NATIONAL BANK, et al., Defendants, Adv. No. 14-6024,
(N.D. Ohio).

A full-text copy of Judge Kendig's Memorandum of Opinion is
available at https://is.gd/J8Xt9H from Leagle.com.

Schwab Industries, Inc., Plaintiff, represented by Matthew D.
Greenwell, Charles V. Longo.

The Huntington National Bank, Defendant, represented by Andrew S.
Nicoll -- anicoll@porterwright.com -- Porter Wright Morris &
Arthur, LLP.

Hahn Loeser & Parks LLP, Defendant, represented by Jack B. Cooper
-- jbcooper@dayketterer.com -- Day Ketterer, Michael A. VanNiel --
mvanniel@bakerlaw.com -- Baker & Hostetler LLP, Daniel Rubin Warren
-- dwarren@bakerlaw.com -- Baker & Hostetler, LLP, & Thomas D.
Warren -- twarren@bakerlaw.com -- Baker & Hostetler, LLP.

                    About Schwab Industries

Dover, Ohio-based Schwab Industries, Inc., produced, supplied and
distributed ready-mix concrete, concrete block, cement and related
supplies to commercial, governmental and residential contractors
throughout Northeast Ohio and Southwest Florida.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Ohio Case No. 10-60702) on Feb. 28, 2010.  Affiliates Medina
Cartage Co.; Medina Supply Company; Quality Block & Supply, Inc.;
O.I.S. Tire, Inc.; Twin Cities Concrete Company; Schwab Ready-Mix,
Inc.; Schwab Materials, Inc.; and Eastern Cement Corp. also sought
bankruptcy protection.  The Parkland Group, Inc., provided
restructuring services and designated Laurence V. Goddard as Chief
Restructuring Officer.  Hahn Loeser & Parks LLP served as
bankruptcy counsel.  Brouse McDowell, LPA, served as special
counsel.  Garden City Group, Inc., served as claims, noticing and
balloting agent.  The Company estimated its assets and liabilities
at $50 million to $100 million.

As part of the bankruptcy, substantially all of the Debtors'
assets via auction.  The Court entered a sale order on May 28,
2010.  Subsequently, the Court confirmed a liquidation plan.
Through the sale and plan, a creditor trust was established for
the benefit of the unsecured creditors and John B. Pidcock was
designated Creditor Trustee.  The Debtor was later renamed SII
Liquidation Company.


SKYE ASSOCIATES: Sale of $225K Worldpay Funds Approved
------------------------------------------------------
Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the
District of Maryland authorized Skye Associates, LLC's sale of
$225,000 of its Worldpay receivable other than in the ordinary
course of business to Burton Equity, LLC, for $225,000.

The Worldpay will pay directly to Burton the first $225,000 of the
Debtor's monies released.

                     About Skye Associates

Skye Associates, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 16-22592) on Sept. 20,
2016.  The petition was signed by Michael Burton, managing member.

The case is assigned to Judge Thomas J. Catliota.  At the time of
the filing, the Debtor estimated assets of less than $50,000 and
liabilities of $1 million to $10 million.

The Debtor is represented by Richard B. Rosenblatt, Esq. and Linda
M. Dorney, Esq., at the Law Offices of Richard B. Rosenblatt, PC.

No official committee of unsecured creditors has been appointed in
the Chapter 11 case.


SKYLINE CORP: Three Long-Time Directors Will Retire
---------------------------------------------------
Skyline Corporation announced that three long-time members of the
Company's Board of Directors, Jerry Hammes, William H. Lawson, and
David T. Link, each have notified the Company of their respective
intent to retire from the Board.  Messrs. Hammes and Link will not
stand for reelection to the Board at the Company's upcoming 2017
Annual Meeting of Shareholders.  Mr. Lawson will retire as of
July 24, 2017.  The Company said their decisions to retire and not
stand for reelection to the Board are not a result of any
disagreement with the Company on any matter relating to the
Company's operations, policies, or practices.

Mr. Hammes, age 85, has served on the Board since 1986, Mr. Lawson,
age 80, has served on the Board since 1973, and Mr. Link, age 80,
has served on the Board since 1994.  Each of the directors
currently serves as a member of the Board's Audit, Nominating and
Corporate Governance, and Compensation Committees.

"On behalf of the Board of Directors and the Company, we thank
Jerry, Bill, and Dave for their long and distinguished service on
the Board and their dedication to Skyline, its shareholders,
employees, and stakeholders, and the Northern Indiana community. We
salute their tireless service to all of Skyline's constituents over
their combined 98 years of service on the Board.  Jerry, Bill and
Dave have exemplified Skyline’s commitment to integrity in all
they have done," said John C. Firth, the Chairman of the Board of
Skyline.  "The Company deeply appreciates the significant
contributions Jerry, Bill, and Dave have made to the Company, and
we wish them well in their future endeavors."

The Board intends to nominate candidates for election to the Board
at the upcoming 2017 Annual Meeting of Shareholders to fill the
positions resulting from the retirements of Messrs. Hammes, Lawson,
and Link and may appoint a director to fill the unexpired term of
Mr. Lawson.

                    About Skyline Corporation

Skyline Corporation and its consolidated subsidiaries design,
produce, and market manufactured housing, modular housing, and park
models to independent dealers, developers, campgrounds, and
manufactured housing communities located throughout the United
States and Canada.  The Company has eight manufacturing facilities
in seven states.  Skyline Corporation was originally incorporated
in Indiana in 1959, as successor to a business founded in 1951, and
is one of the largest producers of manufactured and modular housing
in the United States.  For more information, visit
www.skylinecorp.com.

Skyline reported net income of $1.67 million for the year ended May
31, 2016, compared to a net loss of $10.41 million for the year
ended May 31, 2015.  As of Feb. 28, 2017, Skyline had $54.36
million in total assets, $31.42 million in total liabilities and
$22.94 million in total shareholders' equity.

                          *   *    *

This concludes the Troubled Company Reporter's coverage of Skyline
Corporation until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


SM ENERGY: S&P Affirms 'BB-' CCR & Revises Outlook to Stable
------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' corporate credit rating on
Denver-based exploration and production (E&P) company SM Energy Co.
and revised the outlook to stable from negative.

At the same time, S&P affirmed the 'B+' issue-level rating on the
company's senior unsecured debt, with a recovery rating of '5',
indicating S&P's expectation of modest (10% to 30%: rounded
estimate: 15%) recovery to creditors in the event of a payment
default.

The stable outlook reflects S&P's expectation that SM will maintain
improved financial measures, including FFO/debt of 15% to 20%
through 2018, while continuing to aggressively develop its Midland
Basin assets.  Although S&P expects significant negative free cash
flow during this period, good production growth and higher returns
from the Midland Basin should help to buffer increased debt levels.
Finally, S&P expects the company to maintain adequate liquidity,
including if needed, moderating spending levels if WTI prices
materially retreat from S&P's base case assumptions.

S&P could lower the rating if it expected FFO/debt to be sustained
below 12%, most likely to occur under WTI price assumptions around
$40/bbl without a compensating reduction in capital spending.  S&P
could also lower ratings if SM sold further reserves without a
near-term plan to replace them, resulting in a scale of operations
inconsistent for the 'BB-' peer group.  Finally, S&P could also
lower the rating if the company were unable to maintain its proved
developed reserve life near current levels.

Given SM's limited scale of operations relative to the 'BB-'
category, a significant improvement in financial performance is
needed before S&P could consider an upgrade.  S&P could raise the
rating if SM is able to continue improving its financial profile
such that we expect FFO/debt to be sustained above 30%.  This could
occur if SM can successfully develop its Midland Basin assets,
resulting in significant production and cash flow growth, while
limiting the impact of negative free cash flow on debt levels.


SOLID LANDINGS: Seeks to Hire GGG Partners, Appoint CRO
-------------------------------------------------------
Solid Landings Behavioral Health, Inc. seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire GGG
Partners, LLC and appoint the firm's managing partner as chief
restructuring officer.

GGG and its managing partner Katie Goodman will provide these
services to Solid Landings and its affiliates in connection with
their Chapter 11 cases:

     (a) evaluate the Debtors' business operations and financial
         situation;

     (b) assist in the management of the Debtors' financial
         affairs and provide supervision to their accounting and
         financial departments;

     (c) evaluate the most appropriate course of action for the
         Debtors;

     (d) communicate with potential buyers and other stakeholders;

     (e) ensure the Debtors' compliance with their administrative
         and reporting obligations;

     (f) manage and guide the Debtors through the process for an
         expedited going concern sale of their businesses or sale
         of substantially all of their assets.

The standard hourly rates charged by GGG range from $300 to $325
for partners.  Managing partners charge $350 per hour.

During the one-year period prior to the Debtors' bankruptcy filing,
GGG received a retainer of $110,291.28.

Ms. Goodman disclosed in a court filing that the firm and its
employees are "disinterested persons" as defined in section 101(14)
of the Bankruptcy Code.

GGG can be reached through:

     Katie S. Goodman
     GGG Partners, LLC
     3155 Roswell Rd NE, Suite 120
     Atlanta, GA 30305
     Phone: (404) 256-0003
     Fax: (404) 256-4555

                       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.

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.

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.  The Debtors hired
Levene, Neale, Bender, Yoo & Brill LLP as bankruptcy counsel.


SOLID LANDINGS: Taps Lewis Brisbois as Special Counsel
------------------------------------------------------
Solid Landings Behavioral Health, Inc. seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire
Lewis, Brisbois, Bisgaard & Smith LLP as special counsel.

The firm will provide legal services in connection with an
investigation being conducted by the California Department of
Insurance.

In October last year, the California Department of Insurance served
Solid Landings with a civil investigative subpoena through which
the agency sought the production of documents related to its
operations.

David Samuels, Esq., the attorney designated to provide the
services, will charge an hourly fee of $595.  The firm received a
retainer in the sum of $20,000.

Mr. Samuels disclosed in a court filing that his firm does not
represent or hold any interest adverse to Solid Landings and its
affiliates.

The firm can be reached through:

     David M. Samuels, Esq.
     Lewis, Brisbois, Bisgaard & Smith LLP
     633 West 5th Street, Suite 4000
     Los Angeles, CA 90071
     Direct: 213-281-5240
     Email: David.Samuels@lewisbrisbois.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.

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.

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.  The Debtors hired
Levene, Neale, Bender, Yoo & Brill LLP as bankruptcy counsel.


SPECTRUM ALLIANCE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Spectrum Alliance, LP
        1120 Welsh Road, Suite 170
        North Wales, PA 19454

Type of Business: Commercial, Real Estate

Chapter 11 Petition Date: June 20, 2017

Case No.: 17-14250

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Hon. Jean K. FitzSimon

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
                  Email: aciardi@ciardilaw.com

                    - and -

                  Jennifer E. Cranston, Esq.
                  CIARDI CIARDI & ASTIN, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 3500
                  Philadelphia, PA 19103
                  Tel: 215 557 3550
                  Email: jcranston@ciardilaw.com

Debtor's
Investment
Banker:           GRIFFIN FINANCIAL GROUP, LLC

Debtor's
Turnaround
Consultant:       BAMBACH ENTERPRISES, LLC D/B/A BAMBACH ADVISORS

Estimated Assets: $50 million to $100 million

Estimated Debts: $50 million to $100 million

The petition was signed by James R. Wrigley, president.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
91 Beacon Street Trust                                 $1,163,985
Attn: David Podolsky
14 Greenwood Street
Newton, MA 02459

APMC I, LLC                                            $9,231,884
APMC II, LLC
Attn: Maurice Chen
38 Red Fox Drive
New Hope, PA
18938

Demetri GCC, LLC                                       $2,169,879
Demetri HW, LLC
Attn: Charles Demetri
317 Havervill Street
North Reading, MA
01864

First Niagara Bank, N.A.                               $1,055,897
Attn: Director Special Assets
Two Commerce Square
Suite 2610
2001 Market Street
Philadelphia, PA
19103

Harleysville Savings Bank                              $1,709,281
Attn: Stephen J. Kopenhaver
271 Main Street
Harleysville, PA
19438

International Union of                                $10,000,000
Operating Engineers of
Eastern PA & DE Pension
1375 Virginia Drive
Suite 100
Fort Washington
PA 19034

Malvern Federal                        Guaranty       $11,300,000
Attn: William J. Boylan
163 Madison Avenue, 3rd Floor
Morristown, NJ
07960

MAREIF                                 Guaranty        $6,300,000
Attn: Jeffrey B. Rotwitt
63 Concord Road
Aston, PA 19014

PNC Bank, N.A.                                         $2,760,751
Attn: Stephen Wursta, Jr.
Senior V.P.
61 North 3rd Street
N1-N605-01-1
Easton, pA 18042

Richard A. Watson, Jr. &                               $1,529,638
Colleen Watson
2412 Raleigh Drive
Lancaster, PA 17601

Richard Knoll                                          $1,125,000
c/o Mandalay Bay
3950 Las Vegas
Boulevard Las Vegas
NV, 89119

Shem Creek Capital                VSC-EE/Guaranty     $13,616,519
Attn: Steve Blondin
16 Laurel Avenue Suite 20
Wellesley Hills, MA
02481

Shem Creek Capital                 GCC Building        $11,885,944
Attn: Steve Blondin                 Associates/
16 Laurel Avenue Suite 20            Guaranty
Wellesley Hills, MA
02481

Sparkasse KolBonn                                      $1,601,869
Institutionelle
Kunden (221/2)
HahnenstraBe 57
Koln, Germany

Stonebridge Bank                                        $1,155,538
605 Willowbrook Lane
West Chester, PA
19382

U.S. Bank, N.A.                                         $1,488,862
Attn: Shawn Beattie, V.P.
800 Nicollet Mall
22nd Floor
Minneapolis, MN
55402

Wells Fargo                        CB/Guaranty         $15,635,915
Attn: Client Solutions
1901 Harrison Street
2nd Floor
Oakland, CA 94604

Wells Fargo                         ML/Guaranty         $9,539,861
Attn: Client Solutions
1901 Harrison Street
2nd Floor
Oakland, CA 94612

Whittier Trust Company                                  $3,302,000
of Nevada, Inc.
100 West Liberty Street
Suite 890
Reno, NV
895-1954

Wohlsen Construction Co.              Guaranty          $3,500,000
Attn: R. Edward Gordon
548 Steel Way
Lancaster, PA 17604


SPI ENERGY: Seeking to List Ordinary Shares on Nasdaq
-----------------------------------------------------
SPI Energy Co., Ltd., disclosed that it has had discussions with
The Nasdaq Stock Market seeking to list the ordinary shares of the
Company, par value US$0.000001 each, for trading on The Nasdaq
Global Select Market in substitution for its American depositary
shares, each representing ten Ordinary Shares.

As previously disclosed, The Bank of New York Mellon, the
depositary bank for the Company's American depositary shares
facility, announced on March 17, 2017, that it would terminate the
American depositary receipts facility of the Company at 5:00 PM
(Eastern Time) on June 19, 2017.  The Company expects that, upon
the effectiveness of the Substitution Listing, its ADSs will cease
to be listed on Nasdaq while the Ordinary Shares represented by the
ADSs will trade on Nasdaq under the symbol of "SPI."  The Company
has appointed Computershare as the transfer agent for its Ordinary
Shares in the United States.  However, there remains uncertainty
regarding whether the Company will be able to obtain clearance from
Nasdaq to effectuate the Substitution Listing prior to the
Termination Date.  Subsequent to the Termination Date, Nasdaq may
suspend the trading of the Company's ADSs until such time as the
Substitution Listing shall have taken effect or as otherwise
determined by the staff of Nasdaq.

Owners and holders of the Company's ADSs may surrender their ADSs
to the Depositary for delivery of the underlying Ordinary Shares.
To surrender the ADRs, the address of the Depositary is: The Bank
of New York Mellon, 101 Barclay Street, Depositary Receipts
Division -- 22nd Floor, Attention: Cancellation Desk, New York, NY
10286.  Registered or overnight mail is the suggested method of
delivering ADRs to the Depositary.  For further information
regarding the ADRs, please contact the Depositary at 1-888-269-2377
for US callers or 1-201-680-6825 for non-US callers.  Subsequent to
the Termination Date, under the terms of the deposit agreement
among the Company, the Depositary and owners and holders of the
American deposit receipts of the Company, the Depositary may
attempt to sell the underlying shares.  If the Depositary has sold
such underlying shares or received value for such shares, holders
must surrender the American depositary shares to obtain payment of
the sale proceeds, net of expenses and applicable tax and charges.

                    About SPI Energy Co., Ltd.

SPI Energy Co., Ltd. (NASDAQ:SPI) is a global provider of
photovoltaic (PV) solutions for business, residential, government
and utility customers and investors. SPI Energy focuses on the
downstream PV market including the development, financing,
installation, operation and sale of utility-scale and residential
solar power projects in China, Japan, Europe and North America.  It
operates online energy e-commerce and investment platforms,
http://www.solarbao.com/and http://www.solartao.com/. The Company
has its operating headquarters in Shanghai and maintains global
operations in Asia, Europe, North America and Australia.

SPI Energy reported a net loss of $185 million on $191 million of
net sales for the year ended Dec. 31, 2015, compared to a net
loss of $5.19 million on $91.6 million of net sales for the year
ended Dec. 31, 2014.

As of Dec. 31, 2015, SPI Energy had $710 million in total assets,
$493 million in total liabilities and $216.6 million in total
stockholders' equity.

KPMG Huazhen LLP, in Shanghai, China, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2015, citing that SPI Energy Co., Ltd., and
its subsidiaries have suffered significant losses from operations
and have a negative working capital as of Dec. 31, 2015.  In
addition, the Group has substantial amounts of debts that will
become due for repayment in 2016.  The auditors said these
factors raise substantial doubt about the Group's ability to
continue as a going concern.


SUNEDISON INC: Court Denies TERP's Rule 2004 Examination on DE Shaw
-------------------------------------------------------------------
TerraForm Power, LLC, and TerraForm Power, Inc., sought
authorization to examine Madison Dearborn Capital Partners IV,
L.P., and D. E. Shaw Composite Holdings, L.L.C., pursuant to Rule
2004 of the Federal Rules of Bankruptcy Procedure. The proposed
examination relates to a certain sale agreement between the parties
and related non-bankruptcy litigation brought by Shaw against TERP
IN New York state court. Shaw opposed the Rule 2004 motion.

Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the U.S.
Bankruptcy Court for the Southern District of New York denied
TERP's motion from the bench and reserved decision on the Debtors'
motion to conduct a Rule 2004 examination.

SunEdison, Inc. and non-debtor TERP are affiliated entities, and
SUNE's most valuable assets are its interests in TERP. On Nov. 17,
2014, SUNE, TERP and Shaw, among others, entered into a Purchase
and Sale Agreement pursuant to which SUNE agreed to pay
approximately $1 billion in cash and debt in exchange for an energy
development platform, a project pipeline, and energy projects in
various stages of development.

SUNE also agreed to pay up to $510 million in incremental
conditional cash payments based upon the completion and operability
of the purchased energy projects by certain deadlines. If, however,
an "Acceleration Event" occurred, a term that included SUNE’s
bankruptcy, (PSA at section 1.01), any unpaid Earnout Project
Payments would become immediately due and owing from the "Buyers."

The definition of "Buyers" is the main source of the dispute
between Shaw and TERP. The PSA defined the term "Buyers" to include
both SUNE and TerraForm LLC.

On April 3, 2016, Shaw commenced an action against TERP in the New
York Supreme Court, Commercial Division seeking a declaratory
judgment regarding TERP’s obligations under the PSA.

On March 30, 2017, the Debtors and TERP jointly filed the instant
Motion with this Court. The Debtors and TERP contend that they need
the Rule 2004 discovery because an adverse outcome in the State
Court Action will reduce the value of SUNE's stake in TERP.

The Court denied TERP's request for Rule 2004 discovery from the
bench based on the "pending proceeding" rule. Under the rule, "once
an adversary proceeding or contested matter is commenced, discovery
should be pursued under the Federal Rules of Civil Procedure and
not by Rule 2004," and the principle applies to pending state court
litigation.

The State Court Action is a pending proceeding within the meaning
of the rule. TERP can seek discovery relating to the meaning of
"Buyer" or the merits of the action pursuant to the NYCPLR.

Shaw also argues that the Debtors are barred from taking Rule 2004
discovery under the pending proceeding rule.  The Debtors are not
parties to the State Court Action, and hence, the rule does not
apply to them. The Debtors are entitled to Rule 2004 discovery from
Shaw if they can establish cause. They argue that cause exists
because the outcome of the State Court Action will have a material
effect on the value of an important asset, the TERP shares.
Relevance, however, is not enough; the Debtors must show that they
need the discovery for some appropriate purpose, or that the
failure to get the discovery will result in hardship or injustice.
This they have not done.

The Debtors request to use Rule 2004 to estimate the contingent
future value of a subsidiary's stock based on the outcome of
pending litigation also lacks any limiting principle.

In addition, although the Debtors also suggest that they need
discovery from Shaw to evaluate its claims against the various
estates, the Debtors have not disputed their liability or focused a
single request on the computation of Shaw's claims against the
estates. In fact, SUNE is committed to pay $231 million to Shaw
under the Payment Agreement. In short, they have failed to show any
necessity for the Rule 2004 discovery, or that they will suffer
injustice or hardship if they do not get it.

Thus, the Motion is denied.

A copy of Judge Bernstein's Opinion and Order dated June 16, 2017,
is available at:

             http://bankrupt.com/misc/nysb16-10992-3370.pdf

Counsel for the Debtors and Debtors-in-Possession:

     Jay M. Goffman, Esq.
     J. Eric Ivester, Esq.
     SKADDEN, ARPS, SLATE, MEAGHER &  FLOM LLP
     Four Times Square
     New York, New York 10036
     jay.goffman@skadden.com
     eric.ivester@skadden.com

        -- and --

     Anthony W. Clark, Esq.
     One Rodney Square
     P.O. Box 636
     Wilmington, Delaware 19899
     Anthony.Clark@skadden.com

Counsel for TerraForm Power, LLC and TerraForm Power, Inc.:

     Andrew G. Dietderich, Esq.
     John L. Hardiman, Esq.
     Veronica W. Ip, Esq.
     SULLIVAN & CROMWELL LLP
     125 Broad Street
     New York, New York 10004
     dietdericha@sullcrom.com
     hardimanj@sullcrom.com
     ipvw@sullcrom.com

Counsel to Madison Dearborn Capital Partners IV, L.P. and D. E.
Shaw
Composite Holdings, L.L.C.:

     My Chi To, Esq.
     Dana Roizen, Esq.
     Christopher Updike, Esq.
     Erica Weisgerber, Esq.
     Derek Wikstrom, Esq.
     DEBEVOISE & PLIMPTON LLP
     919 Third Avenue
     New York, New York 10022
     Shannon Rose Selden, Esq.
     mcto@debevoise.com
     droizen@debevoise.com
     cupdike@debevoise.com
     eweisgerber@debevoise.com
     dwikstro@debevoise.com

                    About SunEdison Inc.

SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean
power
generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.

On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017).  Martin H. Truong, the senior vice
president, general counsel and secretary, signed the petitions.
The Debtors disclosed total assets of $20.7 billion and total debt
of $16.1 billion as of Sept. 30, 2015.

The Debtors hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent.  The Debtors
employed
PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as
their auditor and tax consultant.

SunEdison also tapped Eversheds LLP as its special counsel for
Great Britain and the Middle East.  Cohen & Gresser LLP has also
been retained as special counsel.

The Debtors retained Ernst & Young LLP to provide tax-related
services.  Keen-Summit Capital Partners LLC has been hired as real
estate advisor.  Binswanger of Texas, Inc., also has been retained
as real estate agent.

Sullivan & Cromwell LLP serves as counsel to TerraForm Power,
Inc.,
and TerraForm Global, Inc.

An official committee of unsecured creditors has been appointed in
the case.  The committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.  Togut, Segal & Segal LLP and Kobre & Kim LLP serve as
conflicts counsel.  Alvarez & Marsal North America, LLC, serves as
the committee's financial advisors.

Counsel to the administrative agent under the Debtors' prepetition
first lien credit agreement are Richard Levy, Esq., and Brad
Kotler, Esq., at Latham & Watkins.

Counsel to the administrative agent under the postpetition DIP
financing facility are Scott Greissman, Esq., and Elizabeth Feld,
Esq. at White & Case LLP.

Counsel to the Tranche B Lenders (as defined in the DIP credit
agreement) and the steering committee of the second lien creditors
are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss
Hauer & Field, LLP.

Counsel to the administrative agent under the Debtors' prepetition
second lien credit agreement is Daniel S. Brown, Esq., at
Pillsbury
Winthrop Shaw Pittman LLP.

The collateral trustee under the Debtors' prepetition second lien
credit agreement and the indenture trustee under each of the
Debtors' outstanding bond issuances, is represented by Marie C.
Pollio, Esq., at Shipman & Goodwin LLP.

Counsel to the ad hoc group of certain holders of the Debtors'
convertible senior notes is White & Case LLP's Tom Lauria, Esq.


SUNEDISON INC: Transition Agreement With Terraform Power Approved
-----------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
SunEdison's motion for an order authorizing and approving the
Company's entry into a transition services agreement with Terraform
Power, regarding transition of a portion of the Terraform Power,
regarding the transition of a portion of the Global Asset
Management North American business unit (GAM Business). As
previously reported, "A significant portion of the GAM Business
volume (approximately 60%) is attributable to services provided to
affiliates of TerraForm Power ('TERP') and TerraForm Global
('GLBL,' and together with TERP, the 'YieldCos'). . . .  Because
the services provided to the YieldCos comprised such a large
portion of the GAM Business volume, the value of the GAM Business
was limited by the YieldCos' decision to terminate their
relationship with the GAM Business. In light of this, ultimately,
in February 2017, the one party still pursuing purchasing the GAM
Business ceased negotiations . . . .  After considering its
alternatives, the Debtors determined that immediate rejection of
the Management Services Agreements and the TERP Contracts would
have a detrimental effect on TERP -- one of the Company's most
valuable assets -- because TERP affiliated Service Recipients rely
on the GAM Business for monitoring, reporting, and management and
operation of their facilities, including compliance with certain
regulatory requirements and the terms of certain credit facilities
. . . . The Debtors and TERP have engaged in good faith
negotiations to reach an agreement that preserves the value of
TERP, preserves the jobs of up to 138 employees -- 73 of which were
previously transferred to TERP and 65 employees that have been
identified as potential hires, and relieves the Debtors of the
obligations and costs associated with providing GAM Business
services to TERP."

                      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.


THERON WHITING: Trustee Selling Payson Property to Big Dog for $25K
-------------------------------------------------------------------
Elizabeth R. Loveridge, Chapter 11 Trustee for Theron Daniel and
Susie Grace Whiting, asks the U.S. Bankruptcy Court for the
District of Utah to authorize the sale of real property located at
938 West Utah Avenue, Payson, Utah, to Big Dog Management, LLC for
$25,000, subject to overbid.

In December 2003, the Debtors signed a Real Estate Purchase
Contract for the sale of the Property.  Shortly after the Debtors
signed the Contract, Duane Gillman was appointed Trustee of the
Bankruptcy Estate.  Gillman moved for an order approving the sale
agreed to by the Debtors.  On Jan. 22, 2004, the Court authorized
the Trustee to sell the Property.  The legal description in the
Trustee's Deed that Gillman signed at the closing of the sale did
not include a strip of property adjacent to the parcel sold
("Contested Parcel").  The Bankruptcy Case was closed on April 12,
2006.

On June 23, 2015, Gillman filed a Motion to Reopen the Case and
Appoint a Trustee.  The Motion was granted by the Court on July 31,
2015.  Loveridge was appointed as Chapter 11 Trustee on Aug. 3,
2015.  On May 31, 2016, Debtor Susie Whiting, filed a Motion for
Court to Determine that Trustee Gillman Abandoned Certain Property
of the Estate Back to Debtors.  On June 16, 2016, Loveridge filed
an Objection to the Debtor's Motion, and on Dec. 1, 2016, the Court
entered an Order Denying the Debtor's Motion to Close the Case and
Denying the Motion to Determine that Trustee Gillman Abandoned
Certain Property of the Estate Back to the Debtor.

The Contested Parcel of property remains property of the Bankruptcy
Estate, and the Trustee now desires to sell the Contested Parcel to
the Buyer.

The Trustee and the Buyer have signed a Sale Agreement for the sale
of the Property for $25,000.  The parties' obligations under the
Settlement Agreement were conditioned upon the Court entering a
final order approving the Sale Agreement.  The sale is subject to
higher and better offers and is subject to approval by the Court.
The Debtors and/or their successors, assigns, or transferees have
no interest in the Subject Property.

The salient terms of the Sale Agreement are:

    a. Purchased Property:  938 West Utah Avenue, Payson, Utah

    b. Purchase Price: $25,000

    c. Buyer: Big Dog Management, LLC

    d. Seller: Elizabeth R. Loveridge, Trustee for the Debtors

    e. Terms: Free and clear of liens and interests

    f. The Buyer will pay all recording fees, escrow fees and
settlement charges.

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

     http://bankrupt.com/misc/Theron_Whiting__930_Sales.pdf

It is the Trustee's business judgment that selling the Property for
$25,000 is in the best interest of the Bankruptcy Estate because
the purchase price recovers the full value of the Estate's interest
in the Property.

The Purchaser can be reached at:

          BIG DOG MANAGEMENT, LLC
          39 W. Olympic Lane
          Elk Ridge, UT 84651

                        About the Debtors

Theron Daniel Whiting and Susie Grace Whiting sought Chapter 11
protection (Bankr. D. Utah Case No. 03-27493) on April 29, 2003.
Duane Gillman was appointed Chapter 11 Trustee of the Bankruptcy
Estate.  The Bankruptcy Case was closed on April 12, 2006.  On July
31, 2015, the Court granted a motion by Mr. Gillman to reopen the
case.  Elizabeth R. Loveridge was appointed as the new Chapter 11
Trustee on Aug. 3, 2015.

Counsel for the new Chapter 11 Trustee:

          David R. Williams, Esq.
          WOODBURY & KESLER, P.C.
          525 East 100 South, Suite 300
          Salt Lake City, UT 84102


TIDEWATER INC: Equity Ad Hoc Committee Seeks Plan Hrg. Adjournment
------------------------------------------------------------------
BankruptcyData.com reported that Tidewater Inc.'s ad hoc committee
of equity security holders filed with the U.S. Bankruptcy Court a
motion for adjournment of the joint Disclosure Statement and Plan
hearing. The motion explains, "The exigencies of the circumstances
warranting expedited consideration of the Request for Adjournment
are self-evident. As detailed in the Request for Adjournment, the
United States Trustee has conclude that an Official Equity
Committee is needed in these cases to look out for the interests of
the Debtors' common shareholders and the Non-Consenting Lenders
have made clear their intent to challenge the treatment provided
for shareholders in the Plan. At best, and absent an adjournment,
the Official Equity Committee will be formed and functioning with
only six days to prepare for the Plan Hearing. The only way the
Official Equity Committee can effectively perform its statutory
duties and be prepared to meaningfully participate in the Plan
process is if the Plan Hearing is adjourned. Absent expedited
consideration of the Request for Adjournment, the Official Equity
Committee will essentially be denied an opportunity to effectively
champion shareholder interests . . . . As detailed in the Request
for Adjournment, there is no harm to the Debtors or any other party
by the Court granting a reasonable adjournment of the Plan Hearing.
The Debtors have over $700 million in cash. There is no DIP
financing or use of cash collateral. This is not a 363 sale case.
There is no risk that adjournment will cause the Debtors financial
difficulty or risk the Debtors' ongoing operations."

As previously reported by The Troubled Company Reporter, the
Debtors will return to the Bankruptcy on June 28 for a hearing to
consider confirmation of their Joint Prepackaged Chapter 11 Plan of
Reorganization.

                     About Tidewater Inc.

Founded in 1955, Tidewater, Inc. (NYSE: TDW) is a publicly traded
international petroleum service company headquartered in New
Orleans, Louisiana, U.S.  It operates a fleet of ships, providing
vessels and marine services to the offshore petroleum industry.

Tidewater Inc. and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 17-11132) on May 17, 2017.
The petitions were signed by Bruce Lundstrom, executive vice
president, general counsel and secretary.

Tidewater, Inc. disclosed $4.31 billion in total assets and $2.34
billion in debt as of Dec. 31, 2016.

The Debtors tapped Weil, Gotshal & Manges LLP as counsel; Richards,
Layton & Finger, P.A., as co-counsel; Jones Walker LLP, as
corporate counsel; AlixPartners, LLP, as financial advisors; Lazard
Freres & Co. LLC, as investment banker; KPMG LLP, as restructuring
tax consultant; Deloitte & Touche LLP as auditor and tax
consultant; Ernst & Young as tax advisor; and Epiq Bankruptcy
Solutions, LLC, as administrative advisors, and claims and
solicitation agent.

An unofficial committee of noteholders of Tidewater Inc., et al.,
has retained retained Paul, Weiss, Rifkind, Wharton & Garrison LLP,
as restructuring counsel, and Blank Rome LLP, as maritime counsel
in connection with restructuring discussions.


TIDEWATER INC: U.S. Trustee Forms 3-Member Creditor's Committee
---------------------------------------------------------------
Andrew R. Vara, Acting U.S. Trustee for Region 3, on June 20, 2017,
appointed three creditors to serve on the official committee of
unsecured creditors in the Chapter 11 cases of Tidewater Inc., and
its debtor affiliates.

The committee members are:

     (1) Bank of American N.A.
         Attn: Kevin Behan
         50 Rockefeller Plaza
         New York, NY 10020-1605
         Tel: (646) 556-0787

     (2) PNC Equipment Finance
         Attn: Steven E. Chambers
         130 S. Bond Street
         Bel Air, Maryland 21014
         Tel: (410) 638-2237

     (3) Viking Life Saving Equipment
         Attn: Bill dela Houssaye
         213 Sandhurst Drive
         Lafayette, LA 70508
         Tel: (337) 849-2931

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

                       About Tidewater Inc.

Founded in 1955, Tidewater, Inc. (NYSE: TDW) is a publicly traded
international petroleum service company headquartered in New
Orleans, Louisiana, U.S.  It operates a fleet of ships, providing
vessels and marine services to the offshore petroleum industry.

Tidewater Inc. and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 17-11132) on May 17, 2017.
The petitions were signed by Bruce Lundstrom, executive vice
president, general counsel and secretary.

Tidewater, Inc., disclosed $4.31 billion in total assets and $2.34
billion in debt as of Dec. 31, 2016.

The Debtors tapped Weil, Gotshal & Manges LLP as counsel; Richards,
Layton & Finger, P.A., as co-counsel; Jones Walker LLP, as
corporate counsel; AlixPartners, LLP, as financial advisors; Lazard
Freres & Co. LLC, as investment banker; KPMG LLP, as restructuring
tax consultant; Deloitte & Touche LLP as auditor and tax
consultant; and Epiq Bankruptcy Solutions, LLC, as administrative
advisors, and claims and solicitation agent.


TIDEWATER INC: U.S. Trustee Forms 3-Member Equity Committee
-----------------------------------------------------------
Andrew R. Vara, Acting U.S. Trustee for Region 3, on June 20
appointed three creditors to serve on the committee of equity
security holders in the Chapter 11 cases of Tidewater Inc., and its
debtor affiliates.

The committee members are:

     (1) Snow Capital Management
         Attn: Simon Rosenberg
         2000 Georgetown Drive, #200
         Sewickley, PA 15143
         Tel: (724) 934-5860

     (2) Alexandre Zyngier
         650 Halstead Avenue
         Mamaroneck, NY 10543
         Tel: (914) 565-9129

     (3) David Eidelman
         8000 Maryland, Suite 380
         St. Louis, MO 63105
         Tel: (314) 727-9687

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

                       About Tidewater Inc.

Founded in 1955, Tidewater, Inc. (NYSE: TDW) is a publicly traded
international petroleum service company headquartered in New
Orleans, Louisiana, U.S.  It operates a fleet of ships, providing
vessels and marine services to the offshore petroleum industry.

Tidewater Inc. and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 17-11132) on May 17, 2017.
The petitions were signed by Bruce Lundstrom, executive vice
president, general counsel and secretary.

Tidewater, Inc., disclosed $4.31 billion in total assets and $2.34
billion in debt as of Dec. 31, 2016.

The Debtors tapped Weil, Gotshal & Manges LLP as counsel; Richards,
Layton & Finger, P.A., as co-counsel; Jones Walker LLP, as
corporate counsel; AlixPartners, LLP, as financial advisors; Lazard
Freres & Co. LLC, as investment banker; KPMG LLP, as restructuring
tax consultant; Deloitte & Touche LLP as auditor and tax
consultant; and Epiq Bankruptcy Solutions, LLC, as administrative
advisors, and claims and solicitation agent.


TRE AMICI LEASING: Seeks to Hire Palm Harbor as Legal Counsel
-------------------------------------------------------------
Tre Amici Leasing, LLC and J A R R, Inc. filed separate
applications seeking approval from the U.S. Bankruptcy Court for
the Middle District of Florida to hire legal counsel.

The Debtors propose to hire Palm Harbor Law Group,P.A. to give
legal advice on their duties under the Bankruptcy Code, and provide
other legal services related to their Chapter 11 cases.

Joel Treuhaft, Esq., disclosed in a court filing that no employee
of his firm represents any entity or person adverse or potentially
adverse to the Debtors and their bankruptcy estates.

Palm Harbor can be reached through:

     Joel S. Treuhaft, Esq.
     Palm Harbor Law Group,P.A.
     2997 Alternate 19, Suite B
     Palm Harbor, FL 34683
     Phone: (727) 797-7799
     Fax: (727) 213-6933

                     About Tre Amici Leasing

Tre Amici Leasing, LLC and J A R R, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case Nos.
17-05123 and 17-05124) on June 13, 2017.  At the time of the
filing, both Debtors estimated their assets of less than $100,000
and liabilities of less than $1 million.


TRIBUNE MEDIA: Order Sustaining Objection to Claim No. 3333 Upheld
------------------------------------------------------------------
The U.S. District Court for the District of Delaware affirmed the
U.S. Bankruptcy Court for the District of Delaware's order
sustaining Tribune Media Company's objection to Claim No. 3333.

Keith Younge appeals from the March 18, 2016, Order and Memorandum
Opinion of the Bankruptcy Court.

The core of Younge's claim is that, due to an altercation with a
coworker at WPHL-TV, he was subjected to a hostile work environment
and unlawfully terminated because of his race. Younge was assigned
to train with Rick Schultz, an engineering technician hired by the
station on June 7, 1972. Schultz's personnel file indicated that he
had been in two prior altercations with co-workers.

Younge alleges that he was discriminated against, subjected to a
hostile work environment, and ultimately terminated because of his
race. Younge asserts identical claims under both Title VII and the
Pennsylvania Human Relations Act. The Court finds that the
Bankruptcy Court considered each of Younge's claims under the
proper legal standards and correctly concluded that Younge's claim
failed as a matter of law.

The District Court held that the Bankruptcy Court correctly applied
the five-part test set forth in Mandel v. M & Q Packaging Corp,
706 F.3d 157 (3d Cir. 2013), in analyzing the sufficiency of
Younge's evidence and the validity of his claim. To succeed on his
hostile work environment claim, Younge had to establish: (1) that
he suffered intentional discrimination because of his race; (2)
"the discrimination was severe or pervasive"; (3) the
discrimination "detrimentally affected" him; (4) "the
discrimination would detrimentally affect a reasonable person in
like circumstances; and (5) "the existence of respondeat superior
liability." The Bankruptcy Court concluded that the facts--when
viewed in the light most favorable to Younge--failed to demonstrate
respondeat superior liability.

As the Bankruptcy Court summarized, there was only one incident in
Schultz's file mentioning racial bias. While indubitably
troubling, the allegations were disputed and they occurred 15 years
prior to the altercation with Yonge. Besides that one reference in
the personnel file, Yonge offers no evidence that the
non-specific problems mentioned by the station's manager and
supervisor referred to prior racist conduct. The record also lacks
evidence supporting an inference that management-level personnel
were generally aware of Shultz's alleged racial bias.

At best, Younge's evidence seems to suggest that the Station had
heard of or known of prior altercations that involved Schultz.
Further, once the Station did become aware of assertions that
Schultz had overtly exhibited racial animus, they investigated the
matter and promptly fired him just as the law requires. For those
reasons, the court must agree with the Bankruptcy Court's findings
and reasoning regarding Younge’s hostile work environment claim

Younge also alleges that the Bankruptcy Court erred in finding a
legitimate, non-discriminatory reason for Younge's termination. The
Bankruptcy Court found that Younge was terminated for violating the
Station's Anti-Harassment Policy and Standards of Conduct.
According to Younge, he should not have been terminated for
reacting as any normal person would when confronted with
humiliating, racially motivated conduct. He argues that violation
of the Station's Policy was a pretext, and that his employment was
terminated due to his race. The court finds that the Bankruptcy
Court correctly concluded that Younge failed to rebut the
Station’s legitimate, non-discriminatory reasons for terminating
him.

Younge offers no evidence that makes the Station's reasons for
firing him unbelievable. To the contrary, the undisputed facts in
the record--Younge yelled and cursed at Schultz--bolster the
Station's rationale because its policies clearly prohibit fighting
and verbal abuse. Likely realizing that the undisputed facts create
at least a plausible reason for his termination, Younge focuses the
larger part of his pretext argument on his claim that he received
harsher treatment than others in his position, namely, Schultz.

Younge also states that Schultz was not held to the same "zero
tolerance" policy for his prior indiscretions at the Station.
Schultz had two other incidents on his record before his
altercation with Younge, yet he remained employed at the Station;
Younge, on the other hand, was fired after his first offense.
Such evidence, however, does not permit the inference that
discrimination was the motivating cause of Younge’s termination.
As the Bankruptcy Court noted, Younge did not provide sufficient
evidence from which a factfinder could conclude that Shultz's prior
altercation was of comparable seriousness to the one that caused
his termination. Though Schultz's personnel file indicates that
profanity was used in one of the prior altercations, there is no
evidence that the prior incident was as disruptive as the one at
issue here.

Because Younge has not pointed to evidence sufficient to create a
factual dispute over the Station's legitimate, non-discriminatory
reason for termination, Younge's claim for unlawful termination
fails as a matter of law.

A copy of the Court's Memorandum Opinion dated June 16, 2017, is
available at:

    http://bankrupt.com/misc/deb1-16-00226-24.pdf

Tribune Media Company, headquartered in Chicago, IL, benefits from
television assets including 42 broadcast stations in 33 markets
reaching 26% (with the reinstated UHF discount) of U.S. households
and the WGN America network with subscribers approaching 80
million. Tribune Media holds minority equity interests in several
media enterprises including TV Food Network which contribute cash
distributions. The company emerged from Chapter 11 bankruptcy
protection at the end of 2012 and certain creditors prior to
Chapter 11 filing are now shareholders with funds of Oaktree
Capital Management LP (roughly 16%), Angelo, Gordon & Co. LP (7%),
and JPMorgan Chase (7%) representing three of the five largest
shareholders. Reported revenue totaled $1.9 billion for 2016.


TRUCK HERO: S&P Affirms Then Withdraws 'B' CCR
----------------------------------------------
S&P Global Ratings affirmed its ratings on Truck Hero Inc.
including its 'B' corporate credit rating.  The outlook is stable.

Subsequently, S&P withdrew its corporate credit rating on the
company at the issuer's request.

S&P affirmed its 'B' corporate credit rating on Truck Hero based on
its recent financial performance.


UMATRIN HOLDING: Amends 2016 Form 10-K Due to Classification Error
------------------------------------------------------------------
Umatrin Holding Limited filed with the Securities and Exchange
Commission an amended annual report on Form 10-K/A for the fiscal
year ended Dec. 31, 2016, to restate its audited financial
statements for the said period and to include the Consolidated
Statements of Comprehensive Loss that was inadvertently omitted
from the Original Filing.  The Company incorrectly presented the
Term loan payable-current portion and the Term loan payable-long
term amounts.  The purpose of the Form 10-K/A is to reclassify the
amounts from Term loan payable-current portion to Term loan
payable-long term.
  
On May 17, 2017, Umatrin was notified by its independent registered
public accounting firm, WWC, P.C. of errors in Company's audited
financial statements for the fiscal year ended Dec. 31, 2016, as
filed with the SEC on April 17, 2017.  On June 12, 2017, upon
review of the Original Filing and accounting files and based on the
recommendation from WWC, Company's management concluded that the
following previously issued financial statements should no longer
be relied upon and will be restated.  

The restatements of the financial statements resulted from the
incorrect classification of the term loan payable-current portion
and term loan payable-long term.  In addition, Company's management
identified an omission of the Consolidated Statements of
Comprehensive Loss in the Original Filing due to clerical error.
The adjustments made to the restated financial statements did not
have an impact to earnings before taxes, net income, total cash
flow, total assets, total liabilities, retained earnings or total
shareholder equity and therefore the Company believes that the
restatements do not have a positive or negative effect on the
operations of the business.  The effects of the restatements are
also not expected to affect the Company's cash flows.  After
reviewing the circumstances leading up to the restatement, Company
and WWC believe that the errors were inadvertent and
unintentional.

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

                     https://is.gd/e1XJ3D

                         About Umatrin

Umatrin Holding Limited (formerly known as Golden Opportunities
Corporation) was incorporated in the state of Delaware on Feb. 2,
2005.  The Company was originally incorporated in order to locate
and negotiate with a targeted business entity for the combination
of that target company with the Company.

Umatrin Holding reported a net loss of $227,400 on $1.52 million of
sales for the year ended Dec. 31, 2016, compared with a net loss of
$355,600 on $3.15 million of sales for the year ended Dec. 31,
2015.

As of March 31, 2017, Umatrin had $1.67 million in total assets,
$1.46 million in total liabilities and $210,917 in total equity.

WWC, P.C. issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
citing that the Company's conditions raise substantial doubt about
its ability to continue as a going concern.


UNIVERSITY GENERAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Affiliated debtors that simultaneously filed Chapter 11 bankruptcy
petitions:

   Debtor                                            Case No.
   ------                                            --------
   University General Hospital, LLC                  17-42570
      fdba University General Hospital, LP
      dba Foundation Surgical Hospital of Houston
   PO Box 20709
   Oklahoma City, OK 73156

   Foundation Healthcare, Inc.                       17-42571
   PO Box 20709
   Oklahoma City, OK 73156

Business Description: University General Hospital is a 69-bed
                      health care facility located at 7501 Fannin
                      Street, Suite 100 Houston, TX 77054-1953.
                      It previously sought bankruptcy protection
                      on Feb. 27, 2015 (Bankr. S.D. Tex. Case No.
                      15-31097).

Chapter 11 Petition Date: June 21, 2017

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Hon. Russell F. Nelms (17-42570)
       Hon. Mark X. Mullin (17-42571)

Debtors' Counsel: Vickie L. Driver, Esq.
                  HUSCH BLACKWELL LLP
                  2001 Ross Avenue, Suite 2000
                  Dallas, TX 75201
                  Tel: 214.999.6138
                  Fax: 214.999.9170
                  E-mail: Vickie.Driver@huschblackwell.com

                                       Estimated   Estimated
                                        Assets    Liabilities
                                       ---------  -----------
University General                     $1M-$10M    $10M-$50M
Foundation Healthcare                  $1M-$10M     $1M-$10M

The petitions were signed by Richard Zahn, manager.

University General's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/txnb17-42570.pdf

Foundation Healthcare's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/txnb17-42571.pdf


US ECOLOGY: Moody's Withdraws Ba3 CFR on Debt Repayment
-------------------------------------------------------
Moody's Investors Service withdrew all ratings on US Ecology, Inc.,
including the Ba3 Corporate Family Rating (CFR), the Ba3-PD
Probability of Default rating, the Ba3 senior secured ratings and
the SGL-2 Speculative Grade Liquidity (SGL) rating.

RATINGS RATIONALE

The ratings were withdrawn because all rated debt has been repaid.

The following ratings and rating outlook were withdrawn:

- Ba3 Corporate Family Rating

- Ba3-PD Probability of Default Rating

- Ba3 (LGD3) senior secured rating

- SGL-2 Speculative Grade Liquidity Rating

- Stable outlook

US Ecology, Inc. provides treatment, disposal and recycling of
hazardous, non-hazardous and radioactive waste as well as a wide
range of complementary field and industrial services. Customers
include industrial businesses, heavy manufacturers, utilities and
government entities engaged in remediation of radioactive and
non-radioactive contaminated sites. Revenues for the latest twelve
months ended March 31, 2017 were $475 million.


VANSCOY CHIROPRACTIC: Taps Caldwell & Riffee as Legal Counsel
-------------------------------------------------------------
VanScoy Chiropractic Corporation Holistic Health Center seeks
approval from the U.S. Bankruptcy Court for the Southern District
of West Virginia to hire legal counsel.

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

Caldwell will charge an hourly fee of $300.  The firm received a
retainer in the sum of $3,500 from the Debtor prior to its
bankruptcy filing.

Joseph Caldwell, Esq., disclosed in a court filing that he and his
firm do not hold or represent any interest adverse to the Debtor's
bankruptcy estate or creditors.

The firm can be reached through:

     Joseph W. Caldwell, Esq.
     Caldwell & Riffee
     3818 MacCorkle Avenue, SE
     P.O. Box 4427
     Charleston, WV 25364
     Voice: (304) 925-2100
     Fax: (304) 925-2193
     Email: jcaldwell@caldwellandriffee.com

             About VanScoy Chiropractic Corporation
                     Holistic Health Center

VanScoy Chiropractic Corporation Holistic Health Center sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
W.Va. Case No. 17-30271) on June 12, 2017.  Judge Frank W. Volk,
presides over the case.


VERTEX ENERGY: CEO's Base Salary Hiked to $335,000
--------------------------------------------------
The Compensation Committee of the Board of Directors of Vertex
Energy, Inc. approved an increase in total base salary for fiscal
2016 (retroactive to Jan. 1, 2016) and 2017 and targeted bonus
compensation for fiscal 2017, for:

   * Benjamin P. Cowart, the Company's chief executive officer and
     president (Mr. Cowart's total base salary increased to
     $335,000 for fiscal 2016 and 2017 (with accrued amounts
     subject to the Quarterly Payment Requirements) and Mr.
     Cowart's 2017 targeted bonus increased to $200,000); and

   * Chris Carlson, the Company's chief financial officer and
     secretary (Mr. Carlson's total base salary increased to
     $218,500 for fiscal 2016 and 2017 (with accrued amounts
     subject to the Quarterly Payment Requirements) and Mr.
     Carlson's 2017 targeted bonus increased to $123,500).

The Compensation Committee also approved an increase in total base
salary for fiscal 2017 to up to $247,500 for John Strickland, the
Company's chief operating officer, subject to Mr. Strickland
meeting certain requirements set forth by the Compensation
Committee, which increase in salary will go into effect
automatically upon Mr. Strickland meeting those requirements.  The
Compensation Committee also approved targeted bonus compensation
for fiscal 2017 for Mr. Strickland of $153,450.

The increase in base salary for Mr. Cowart and Mr. Carlson,
effective Jan. 1, 2016, the total amount of 2016 and 2017 increased
base salary, from Jan. 1, 2016, to June 9, 2017, for Mr. Cowart and
Mr. Carlson, and 2016 bonuses for each of the officers, as
applicable, will be deemed accrued as of June 9, 2017, and payable
at the rate of up to one-third of such amounts, beginning at the
end of the second quarter of fiscal 2017 and continuing thereafter
in future quarters, provided that if the Company does not maintain
a current ratio of assets to debt of 1.0 after those payments or is
not in compliance with all of its debt covenants, the accrued
amounts will not be paid in an amount which would cause the Company
to violate the Payment Conditions, and any amount not paid will
accrue until the following quarter, provided that not more than an
aggregate of $140,597 of such accrued amounts will be paid each
quarter.

                   Disclosure of Bonus


As disclosed under the Summary Executive Compensation Table in the
Company's Definitive Schedule 14A Proxy Statement filed with the
SEC on, and first sent to stockholders on, April 27, 2017, the
"Proxy", the bonuses of Benjamin P. Cowart, the Company's chief
executive officer and president, and Chris Carlson, its chief
financial officer and secretary, for the fiscal years ended 2016,
2015 and 2014, and the bonus of John Strickland, its chief
operating officer, for the fiscal year ended 2016, could not be
calculated as of the date of the filing of the Proxy, as such
bonuses had not yet been determined by the Compensation Committee.

Subsequently on June 9, 2017, the Compensation Committee approved
the bonuses of Mr. Cowart ($165,000), Mr. Carlson ($60,000) and Mr.
Strickland ($63,000), for fiscal 2016, the payment of each of which
is subject to the Quarterly Payment Requirements described above.
The Compensation Committee also determined that Mr. Cowart and Mr.
Carlson would not receive any bonus for fiscal 2015 or fiscal 2014,
based upon the Company's liquidity and results of operations for
the years ended Dec. 31, 2015 and 2014.

A full-text copy of the Form 8-K report is available for free at:

                      https://is.gd/b5hS09

                       About Vertex Energy

Vertex Energy, Inc. (VTNR) -- http://www.vertexenergy.com/-- is a
refiner and marketer of high-quality specialty hydrocarbon
products.  With headquarters in Houston, Texas, Vertex processing
facilities are located in Houston (TX), Marrero (LA) and Columbus
(OH).

Vertex Energy reported a net loss of $3.95 million on $98.07
million of revenues for the year ended Dec. 31, 2016, compared to a
net loss of $22.51 million on $146.9 million of revenues for the
year ended Dec. 31, 2015.  As of March 31, 2017, Vertex had $80.46
million in total assets, $25.09 million in total liabilities, $6.09
million in series B preferred stock, $14.32 million in Series B-1
Preferred Stock, and $34.94 million in total equity.


VIASAT INC: S&P Raises CCR to 'BB-'; Outlook Stable
---------------------------------------------------
S&P Global Ratings raised its corporate credit rating on Carlsbad,
Calif.-based ViaSat Inc. to 'BB-' from 'B+'.  The outlook is
stable.

At the same time, S&P raised its issue-level rating on the
company's senior unsecured notes to 'BB-' from 'B+'.  The recovery
rating remains '4', indicating S&P's expectation for average
(30%-50%; rounded estimate: 40%) recovery for lenders in the event
of a payment default.

The upgrade reflects the company's continued strong revenue and
EBITDA growth, steady progress toward its long-term strategy, and
increased visibility into capital investment plans.  In fiscal 2017
(ended March 31, 2017), revenue and EBITDA improved 10% and 13%
(excluding investments in ViaSat-3), respectively, driven by solid
performance in the company's satellite and government segments.  At
the same time, the company launched ViaSat-2, finalized its joint
venture with Eutelsat, and began construction on the ViaSat-3
constellation.  These initiatives improve S&P's view of the
business as they will expand ViaSat's product offerings and scale.
In addition, the company has provided guidance that the ViaSat-3
(Americas) and ViaSat-3 (EMEA) satellites will cost between $1.2
billion and $1.4 billion, which provides a degree of visibility
into the company's funding requirements and increases S&P's
confidence that the company will maintain leverage comfortably
below 4.5x over the next several years.

The stable outlook reflects S&P's expectation that leverage will be
around 4x over the next year due to relatively flat EBITDA as a
result of investments in ViaSat-3 and subdued service revenue
growth from capacity constraints.

While unlikely over the next 12 months, S&P could lower the rating
if operating performance weakens due to competitive pressures in
the satellite services segment, leading to elevated churn and
pricing pressure that cause margin compression and a sustained
increase in leverage above 4.5x. Alternatively, we could lower the
rating if the company increases leverage above 4.5x on a
sustained basis to fund additional satellite builds and launches.

While unlikely, S&P could raise the rating if leverage improves
below 3.5x on a sustained basis with positive FOCF, including plans
for additional satellite builds and launches.  An upgrade would
also require sustained margins across its satellite and government
services segments.


W3 TOPCO: S&P Raises CCR to 'B-' on New Capital Structure
---------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on
Houston-based safety services and equipment company W3 Topco LLC to
'B-' from 'D'.

At the same time, S&P assigned 'B-' issue-level ratings to the
company's $60 million secured revolver maturing in 2022 and its
$175 million secured term loan due 2022.  S&P assigned a '3'
recovery rating to both issues, indicating its expectation of
meaningful (50% to 70%; rounded estimate: 55%) recovery in the
event of a payment default.

"The upgrade reflects W3 Topco's new capital structure and our
revised estimates of the company's 2017 and 2018 revenues and
EBITDA, following weaker-than-expected full year 2016, but
improving first-quarter 2017 results," said S&P Global Ratings
credit analyst Kevin Kwok.

In 2016, about 80% of the company's global revenue was related to
downstream operations, which was up from approximately 70% in 2015,
and up from 60% in 2014.  The downturn in oil and natural gas
prices since late 2014 has reduced demand from W3 Topco's upstream
business customers.  The company continues to focus its growth
strategy on the downstream segment primarily in the more volatile
refining and petrochemical markets while continuing to serve the
recovering upstream segment.  After two straight years of total
revenue decline--12% in 2015 and 11% in 2016-- S&P expects revenue
to improve by about 2% in 2017 due to newly signed and renewed
contracts of additional in-plant service centers (IPSCs) and
partial recovery of the upstream segment, but slightly offset by
delayed turnarounds by refiners.  As W3 Topco plans to build
additional IPSCs around the world in strategic geographical
locations to improve efficiency in service, combined with lower
debt levels, S&P believes the company's credit measures should
improve despite the still soft market conditions.

S&P could lower the rating if leverage increased to what it would
view as unsustainable levels, or if liquidity deteriorated.  This
scenario would most likely occur if the company's end markets
significantly weaken or if the company's capital spending was more
aggressive than S&P expected.

S&P does not expect to raise the rating over the next 12 months
given the company's small scale of operations, its aggressive
financial policy, and a balance sheet S&P views as highly
leveraged.  However, S&P would consider a stable outlook if the
company managed to significantly increase the size and scale of its
operations while improving margins.



WALKER RENAISSANCE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Walker Renaissance Manufacturing Inc.
           dba Patmar Supply
        8802 E. Broadway
        Tampa, FL 33619

Business Description: Walker Renaissance is a small business
                      Debtor as defined in 11 U.S.C. Section
                      101(51D).  It is a packaging company in
                      Hillsborough County, Florida, that owns
                      a real property located at 8802 E. Broadway
                      Ave., Tampa, Florida 33619 valued at
                      $839,348.

Chapter 11 Petition Date: June 21, 2017

Case No.: 17-05390

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: David W Steen, Esq.
                  DAVID W STEEN, P.A.
                  2901 W. Busch Boulevard, Suite 311
                  Tampa, FL 33618
                  Tel: (813) 251-3000
                  E-mail: dwsteen@dsteenpa.com

Total Assets: $1.58 million

Total Liabilities: $1.52 million

The petition was signed by Robert M. Walker, president/CEO.

The Debtor's list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb17-05390.pdf


WESTPORT HOLDINGS: Plan Confirmation Hearing on July 6
------------------------------------------------------
The Hon. Michael G. Williamson of the U.S. Bankruptcy Court for the
Middle District of Florida has conditionally approved Westport
Holdings Tampa, Limited Partnership, et al.'s second amended
disclosure statement for third amended joint plan of liquidation
dated May 12, 2017.

Based upon the supplemental language included in the Second Amended
Disclosure Statement by the plan proponents, the Official Committee
of Resident Creditors' objection is overruled.

The Court will conduct a combined hearing on the sale motion and
confirmation of the Third Amended Plan, including timely filed
objections to confirmation, objections to final approval of the
Second Amended Disclosure Statement, motions for cramdown,
applications for compensation, and motions for allowance of
administrative claims, on July 6, 2017, at 9:30 a.m.

Parties-in-interest will submit to the Clerk's office their written
ballot accepting or rejecting the Third Amended Plan by no later
than June 30, 2017.

Objections to confirmation of the Third Amended Plan or final
approval of the Sale Motion must be filed by June 29, 2017.

All creditors and parties in interest that assert a claim against
either Debtor which arose after the filing of these cases,
including all professionals seeking compensation from the estates
of the Debtors pursuant to Section 330 of the Bankruptcy Code, must
file motions or applications for the allowance of claims with the
Court no later than 15 days after the entry of this June 12, 2017
court order.

                About Westport Holdings Tampa,
                      Limited Partnership

Westport Holdings Tampa, dba University Village, is a care
retirement community in Tampa, Florida.  It offers residents
villas, apartments, an assisted living facility and a skilled
nursing care center for their end of life needs.

Westport Holdings Tampa, Limited Partnership and Westport Holdings
Tampa II, Limited Partnership filed Chapter 11 petitions (Bankr.
M.D. Fla. Case Nos. 16-8167 and 16-8168) on Sept. 22, 2016.

Scott A. Stichter, Esq., and Stephen R. Leslie, Esq., at Stichter
Riedel Blain & Postler, P.A., represent the Debtors as bankruptcy
counsel.  The Debtors tapped Broad and Cassel as special counsel
for healthcare and related litigation matters.

Jeffrey Warren was appointed as examiner in the Debtors' cases.  He
is represented by Bush Ross, P.A.

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Oct. 11, 2016, and an official committee of
resident creditors on Dec. 29, 2016.  The resident committee is
represented by Jennis Law Firm.


WORLD OF DISCOVERY: Plan Outline Okayed, Plan Hearing on July 19
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Vermont is set to
hold a hearing on July 19, at 11:00 a.m., to consider approval of
the proposed Chapter 11 plan of reorganization for World of
Discovery, Inc.

The court will also consider at the hearing the final approval of
the company's disclosure statement, which it conditionally approved
on June 2.

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

Under the latest plan, allowed Class 9 general unsecured claims
will be paid $32,883 or 15.98% of their claims, paid monthly over a
12-month period during months 49 through 60 of the plan.  The
monthly payment is anticipated to be approximately $2740.25 for 12
months.

The original plan had proposed to pay general unsecured creditors
17.5% of their claims over three years.

The anticipated Class 9 claims of general unsecured creditors total
$205,721.82, according to the company's latest disclosure
statement.  

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

                 About World of Discovery  

World of Discovery, Inc., was established in 2007 when Kim Dyer
purchased a building located at Rte 131 in Weathersfield, Vermont,
after running a successful registered in home childcare in
Cavendish VT for four years.

World of Discovery sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Vt. Case No. 16-11293) on June 30, 2016.
  The petition was signed by Kim Dyer, president.  At the time of
the filing, the Debtor estimated assets and liabilities of less
than $1 million.

The Debtor is represented by Rebecca Rice, Esq., at Cohen & Rice.

On Dec. 27, 2016, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.


[*] US High Yield Bond Default Rate Approaches 2%, Fitch Says
-------------------------------------------------------------
The U.S. high yield bond default rate finished May at 2.3%, its
lowest level since June 2015, and is primed to drop further in
June, according to Fitch Ratings. Nevertheless, Fitch expects the
default rate to end the year at just below 3%.

Although both GenOn Energy Inc. and The Gymboree Corp. filed for
bankruptcy in mid-June, the total amount of high yield debt
defaulting in June is likely to be less than the $3.4 billion
amount leaving the trailing 12-month (TTM) universe.

"With the trailing 12-month high yield bond default rate likely
falling for the sixth straight month, there has also been
improvement in 30-day post-default prices," said Eric Rosenthal,
Senior Director of Leveraged Finance. "Since the start of the year,
the 30-day post-default price is at 68%, above the 47%
nonrecessionary average."

The TTM energy default rate fell to 7.9% at end-May, well below its
January peak of 19.7%. Fitch expects the rate will fall below 5% by
end-July and will settle around 2.5% by year-end.

While retail remains the sector to watch, the default rate is
highly dependent on defaults from two large issuers: Claire's
Stores and Sears. Fitch forecasts a 9% retail default rate by
year-end, including defaults from both. Without defaults from
Claire's and Sears, the rate will likely be closer to 4%.

iHeartCommunications also remains a name to watch, particularly
after extending its DDE deadline for the sixth time two weeks ago.
The company has a $90 million interest payment due on June 15th
followed by another payment scheduled for August. Fitch believes a
bankruptcy filing is likely and would add 0.8% to the overall
default rate if/when it occurs. The broadcasting and media default
rate would rise to almost 18% from IHeart's $9.5 billion of volume.


[^] BOOK REVIEW: Landmarks in Medicine - Laity Lectures
-------------------------------------------------------
Introduction by James Alexander Miller, M.D.
Publisher:  Beard Books
Softcover: 355 pages
List Price: $34.95
Review by Henry Berry

Order your own personal copy today at http://bit.ly/1sTKOm6

As the subtitle points out, the seven lectures reproduced in this
collection are meant especially for general readers with an
interest in medicine, including its history and the cultural
context it works within. James Miller, president of the New York
Academy of Medicine which sponsored the lectures, states in his
brief "Introduction" that this leading medical organization "has
long recognized as an obligation the interpretation of the
progress of medical knowledge to the public." The lectures
collected here succeed admirably in fulfilling this obligation.

The authors are all doctors, most specialists in different areas
of medicine. Lewis Gregory Cole, whose lecture is "X-ray Within
the Memory of Man," is a consulting roentgenologist at New York's
Fifth Avenue Hospital. Harrison Stanford Martland is a professor
of forensic medicine at New York University College of Medicine.
Many readers will undoubtedly find his lecture titled "Dr. Watson
and Mr. Sherlock Holmes" the most engrossing one. Other doctor-
authors are more involved in academic areas of medicine and
teaching. Reginald Burbank is the chairman of the Section of
Historical and Cultural Medicine at the New York Academy of
Medicine. He lectured on "Medicine and the Progress of
Civilization." Raymond Pearl, whose selection is "The Search for
Longevity," is a professor of biology at Johns Hopkins University.

The authors' high professional standing and involvement in
specialized areas do not get in the way of their aim to speak to a
general audience. They are all skilled writers and effective
communicators. As the titles of some of the lectures noted in the
previous paragraph indicate, the seven selections of "Landmarks in
Medicine" focus on the human-interest side of medicine rather than
the scientific or technological. Even the two with titles which
seem to suggest concern with technical aspects of medicine show
when read to take up the human-interest nature of these topics.
"The Meaning of Medical Research", by Dr. Alfred E. Cohn of the
Rockefeller Institute for Medical Research, is not so much about
methods, techniques, and equipment of medical research, but is
mostly about the interinvolvement of medical research, the
perennial concern of individuals with keeping and recovering good
health, and social concerns and pressures of the day. "The meaning
of medical research must regard these various social and personal
aspects," Cohn writes. In this essay, the doctor does answer the
questions of what is studied in medical research and how it is
studied. And he answers the related question of who does the
research. But his discussion of these questions leads to the final
and most significant question "for what reason does the study take
place?" His answer is "to understand the mechanisms at play and to
be concerned with their alleviation and cure." By "mechanisms,"
Cohn means the natural--i. e., biological--causes of disease and
illness. The lay person may take it for granted that medical
research is always principally concerned with finding cures for
medical problems. But as Cohn goes into in part of his lecture,
competition for government grants or professional or public
notoriety, the lure of novel experimentation, or research mainly
to justify a university or government agency can, and often do,
distract medical researchers and their associates from what Cohn
specifies should be the constant purpose of medical research. Such
purpose gives medicine meaning to humankind.

The second lecture with a title sounding as if it might be about a
technical feature of medicine, "X-ray Within the Memory of Man,"
is a historical perspective on the beginnings of the use of x-ray
in medicine. Its author Lewis Cole was a pioneer in the
development of x-rays in the late 1800s and early1900s. He mostly
talks about the development of x-ray within his memory. In doing
so, he also covers the work of other pioneers, notably William
Konrad Roentgen and Thomas Edison. Roentgen was a "pure scientist"
who discovered x-rays almost by accident and at first resented the
application of his discovery to practical uses such as medical
diagnosis. Edison, the prodigious inventor who was interested only
in the practical application of scientific discoveries, and his
co-worker Clarence Dally enthusiastically investigated the
practical possibilities of the discoveries in the new field of
radiation. Dally became so committed to his work in this field
that he shortly developed an illness and died. At the time, no on
knew about the dangers of prolonged exposure to x-rays. But
sensing some connection between his co-worker's untimely death and
his work with x-rays, Edison stopped his own investigations.

Cole himself became involved in work with x-rays during his
internship at Roosevelt Hospital in New York City in 1898 and
1899. His contribution to this important field was in the area of
interpretation of what were at the time primitive x-rays and
diagnosis of ailments such as tuberculosis and kidney stones. Cole
writes in such a way that the reader feels she or he is right with
him in the steps he makes in improving the use of x-rays. He adds
drama and human interest to the origins of this important medical
technology. The lecture "Dr. Watson and Mr. Sherlock Holmes" uses
the popular mystery stories of Arthur Conan Doyle to explore the
role of medicine in solving crimes, particularly murder. In some
cases, medical tests are required to figure out if a crime was
even committed. This lecture in particular demonstrates the
fundamental role played by medicine in nearly all major areas of
society throughout history. The seven collected lectures have
broad appeal. All of them are informative and educational in an
engaging way. Each is on an always interesting topic taken up by a
professional in the field of medicine obviously skilled in
communicating to the general reader. The authors seem almost mind
readers in picking out the most fascinating aspects of their
subjects which will appeal to the lay readers who are their
intended audience. While meant mainly for lay persons, the
lectures will appeal as well to doctors, nurses, and other
professionals in the field of medicine for putting their work in a
broader social context and bringing more clearly to mind the
interests, as well as the stake, of the public in medicine.


                            *********

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
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then-ending.

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Point your Web browser to http://TCRresources.bankrupt.com/and use
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                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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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
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                   *** End of Transmission ***